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                                                                    EXHIBIT 4.13

SIMPLE LOAN AGREEMENT (THE "AGREEMENT"), EXECUTED ON THIS TENTH DAY OF MARCH ,
2006 BY INNOVA, S. DE R.L. DE C.V., (INDISTINCTLY, "BORROWER" OR "INNOVA"),
REPRESENTED HEREIN BY ALEXANDRE MOREIRA PENNA DA SILVA AND CARLOS FERREIRO
RIVAS; BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX
("BANK"), REPRESENTED HEREIN BY JUAN CARLOS PEREZ ROCHA ITUARTE AND EMILIA PONCE
GARCIA; AND GRUPO TELEVISA, S.A. (INDISTINCTLY "GT" OR "GUARANTOR"), REPRESENTED
HEREIN BY SALVI RAFAEL FOLCH VIADERO AND JORGE AGUSTIN LUTTEROTH ECHEGOYEN,
PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:

                                OPENING STATEMENT

      Terms defined and used in this Agreement have the meaning attributed to
them in Clause First.

                                 REPRESENTATIONS

      I. Borrower manifests through its legal representatives, that:

      (a) It is a corporation duly organized and existing according to the laws
of Mexico.

      (b) The execution, subscription, delivery and fulfillment for its part of
this Agreement and of the Promissory Notes are comprised in its corporate
purpose, have been duly authorized by all pertinent corporate means, and are not
in conflict with, nor are inconsistent with, nor result in a breach of (i) its
By-laws in effect per the date of this Agreement; (ii) to the best of its
knowledge, any law applicable to itself per the date of this Agreement; (iii)
any term, condition, obligation or contractual restriction whatsoever that binds
it or affects fulfillment of its obligations according to this Agreement; (iv)
nor result in creating or imposing any Lien on any of its properties or assets,
or any obligations for its account under any agreement or understanding where it
is party to, and that is in effect per the date of this Agreement.

      (c) Except for the provisions of this Agreement, no authorization or
registration whatsoever by or before any Government Authority is necessary for
Borrower to duly execute, subscribe, deliver and fulfill this Agreement and the
Promissory Notes, nor for these to be legal, valid or payable on demand.

      (d) This Agreement constitutes and, the Promissory Notes, once subscribed
by Borrower, shall constitute legal and valid obligations against itself,
payable on demand according to the respective terms.

      (e) The audited and consolidated financial statements of Borrower for the
fiscal year ended December 31, 2004, and its profit and loss statements and
statements of changes

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in the financial position consolidated for that period, and its consolidated
financial statements per December 31, 2005, and its profit and loss statements
and statements of changes in the financial position consolidated for that period
were prepaid according to GAAP, and adequately disclose its financial position
and consolidated results of operations during and for the period thereby
included.

      (f) All material information (considered altogether), provided in writing
per this date by Borrower or for its account, for purposes of or in connection
with this Agreement or any operation contemplated herein is, and any other
similar material information (considered altogether) provided in writing since
this date for its part or for its account, shall be, complete and precise in any
significant aspect per the date such information refers to, and shall not omit
any significant fact that must be necessarily communicated in such manner that
such information (considered altogether) does not at any time lead to error,
based on the circumstances whereby it was provided.

      (g) It has filed all required tax statements and paid all taxes for its
account applicable according to such tax statements, and any other taxes and
contributions that have resulted for its account, except for those not overdue
and those objected against in good faith through the appropriate means, filed
and conducted promptly and diligently, and for which adequate reserves have been
established according to GAAP, and for those which, if failing to file or pay
are not expected to in any significant manner reasonably and adversely affect
its financial standing or its Principal Business.

      (h) Per the execution date of this Agreement, there is no (i) significant
complaint pending, or that to the best of its knowledge is imminent in respect
to labor practice, against itself or against any of its Significant Subsidiaries
before any Government Authority with jurisdiction over such matters, and there
are no pending procedures, or that to the best of its knowledge are imminent,
derived from or related to any collective labor contracts, against itself or
against any of its Significant Subsidiaries; (ii) strike, labor conflict,
significant pending stoppage, or that to the best of its knowledge is imminent,
against itself or against any of its Significant Subsidiaries; and (iii) to the
best of its knowledge, there is no questioning whatsoever concerning the
representation of any union in connection with its employees or any of its
Significant Subsidiaries, nor are union organization activities being conducted,
except for such activities (in respect to any of the matters specified in items
(i), (ii) or (iii) above, either individually or collectively) those that might
not reasonably be expected to adversely and significantly affect its financial
standing or its Principal Business or that of any of its Significant
Subsidiaries.

      (i) Any important agreement where Borrower or any of its Significant
Subsidiaries is party to (including without limitation, any act of issue,
mortgage, trust, loan or any other instrument or document), is in full force and
effect, and (i) neither Borrower nor any of its Significant Subsidiaries are
substantially breaching the terms of any provision of any of such agreements,
and (ii) there are no conditions that, through notice or with the passing of
time, or both, or for any other reason, might constitute a nonperformance in
terms of such agreements in any of the above cases, which might be reasonably
expected,

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individually or collectively, to adversely and significantly affect the
financial position of the Principal Business of Borrower or of any of its
Significant Subsidiaries.

      (j) The same as its Significant Subsidiaries, in all aspects it is
fulfills its respective obligations with respect to social security, pensions
and retirements, and legal obligations referring to housing for its workers, as
well as the employee benefit plans established or those to which they
respectively contribute, and has no pending liability with respect to such
employee benefits plans, except in the means that fulfillment thereof cannot be
reasonably expected to adversely and significantly affect its financial standing
or its Principal Business, or that of its Significant Subsidiaries.

      (k) Borrower and each of its Significant Subsidiaries have, and per the
Draw Date shall be complying with any applicable Environmental Law in any
significant aspect, except for any nonperformance that might be reasonably
expected either individually or collectively, which might adversely and
significantly affect the financial position of the Principal Business of
Borrower or of its Significant Subsidiaries. Borrower and each of its
Significant Subsidiaries have obtained all permits required under the applicable
Environmental Law in connection with their respective businesses or operations,
and each of such permits is in full force and effect, and Borrower and each of
its Significant Subsidiaries are complying with the requirements of any permits
issued according to such Environmental Law, except for those which they cannot
be reasonably expected applicable to themselves, either individually or
collectively, or that might have a significant adverse effect against the
financial standing or operations of Borrower or any of its Significant
Subsidiaries. There are No Environmental Complaints (except for complaints that
cannot be reasonably expected to adversely and significantly affect the
financial standing or the operations of Borrower), past, pending, or that to the
best knowledge of Borrower, are imminent against Borrower or any of its
Significant Subsidiaries.

      (l) There is no action, complaint or pending procedure whatsoever, or that
to the best knowledge of Borrower, is imminent before a court, Government
Authority or any arbiter against Borrower or any of its Significant Subsidiaries
or its respective assets, that might adversely and significantly affect the
financial position and operations of Borrower or of any of its Significant
Subsidiaries, or the capacity of Borrower to comply with its obligations derived
from this Agreement and from the Promissory Notes.

      (m) Per the date of this Agreement, Borrower is not in default of any
Liability or significant agreement whatsoever where it is party to or whereby it
may be bound, and that might adversely and significantly affect the financial
standing or operations of Borrower.

      (n) As of December 31, 2005, date of the last financial statement
available, there has not occurred any event or condition on or before the date
of this Agreement that has or might have a significantly adverse effect on its
businesses, assets, liabilities or position (financial or any other), that might
affect the result of its operations or projects or its capacity to comply with
the obligations derived from this Agreement and from the Promissory Notes.

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      (o) The persons executing this Agreement on behalf of and representing
Borrower enjoy all sufficient powers of attorney and authority, as well as the
corporate authorizations necessary to execute this Agreement on its behalf and
representation, and to bind Borrower to the terms and conditions stipulated
herein, which powers of attorney, authority and corporate authorizations have
not been revoked or limited in any manner whatsoever.

      (p) It hereby requests from Bank a loan facility for as much as
P$2,100,000,000.00 (Two Billion One Hundred Million Pesos 00/100), for use
solely and exclusively to (1) pay (or reacquire) partially and in advance, all
negotiable instruments issued by Innova, S. de R.L. de C.V. named Senior Notes,
with maturity in 2013, for US$300,000,000.00 (Three Hundred Million Dollars,
lawful currency of the United States of America), and expenses related to
execution of this Agreement and early payment of such Senior Notes, and (2) pay
for the liabilities and financing cost of Borrower.

      II. Guarantor manifests through its legal representatives, that:

      (a) It is a corporation duly organized and existing according to the laws
of Mexico.

      (b) Execution, subscription, delivery and fulfillment for its part of this
Agreement and of the Promissory Notes are comprised in its corporate purpose,
have been duly authorized by all pertinent corporate means, and are not in
conflict with, nor are inconsistent with, nor result in a breach of (i) its
By-laws in effect per the date of this Agreement; (ii) to the best of its
knowledge, any law applicable to itself per the date of this Agreement; (iii)
any term, condition, obligation or contractual restriction whatsoever that binds
it or affects fulfillment of its obligations under this Agreement; (iv) nor
result in creating or imposing any Lien on any of its properties or assets, nor
any obligations for its account under any agreement or understanding where it is
party to, and which is in effect per the date of this Agreement.

      (c) Except for the provisions of this Agreement, per the date when it is
executed, this instrument does not require any authorization or registration
whatsoever by or before any Government Authority for the due execution,
subscription, delivery and fulfillment for its part of this Agreement and of the
Promissory Notes, nor for these to be legal, valid or payable on demand.

      (d) This Agreement constitutes, and the Promissory Notes, once signed by
"Guarantor", shall constitute legal and valid obligations, payable on demand
against guarantor according to their respective terms.

      (e) Its audited and consolidated financial statements for the fiscal year
ended December 31, 2004, and its profit and loss statements and statements of
changes in the financial position consolidated for that period, and its
consolidated financial statements per

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December 31, 2005, and its profit and loss statements and consolidated
statements of changes in the financial position for that period have been
prepared according to GAAP, and adequately reveal its financial standing and the
consolidated results of operations during and for the period included therein.

      (f) All material information (considered altogether), provided in writing
per this date to Bank, for its part or for its account for purposes of or in
relation to this Agreement or any operation contemplated herein is, and any
other similar material information (considered altogether) provided in writing
since this date, for its part or for its account, shall be complete and precise
in any significant aspect per the date when such information refers to, and
shall not omit any significant fact that must necessarily be communicated in a
manner that such information (considered altogether) does not lead to error at
such time, based on the circumstances whereby it was provided.

      (g) Per the date of this Agreement, there is no pending action, complaint
or proceeding whatsoever; or that to the best of its knowledge is imminent
before a court, Government Authority or any arbiter, or against itself or
against its respective assets, that might adversely and significantly affect its
financial standing or its main operations, or its capacity to comply with the
obligations derived for itself from this Agreement and from the Promissory
Notes.

      (h) Per the date of this Agreement it is not in arrears in any debt or
important understanding where it is party to or whereby it may be bound, where
the principal amount exceeds US$1,000,000.00 (One Million Dollars 00/100 or
equivalent in Mexican Pesos).

      (i) As of December 31, 2005, date of the last available financial
statement, there has not occurred any event or condition on or before the date
of this Agreement, that has or might have a significantly adverse effect on the
business dealings, assets, obligations or condition (financial or any other)
that may affect the result of its operations or projects, or its capacity to
comply with its obligations derived from this Agreement and from the Promissory
Notes.

      (j) It is willing to guaranty exact and prompt fulfillment of all and each
of the obligations of Borrower according to this Agreement and to the Promissory
Notes, and bind itself to the terms thereof.

      (k) The persons executing this Agreement on its behalf and representation
enjoy all sufficient powers of attorney and authority, as well as corporate
authorizations necessary to execute this Agreement on its behalf and
representation, and to bind Guarantor to the terms and conditions stipulated
herein, which powers of attorney, authority and corporate authorizations have
not been revoked or limited in any manner whatsoever.

      III. Bank manifests through its legal representatives, that:

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      (a) It is a corporation duly organized and existing according to the Laws
of Mexico.

      (b) Execution, subscription, delivery and fulfillment by Bank of this
Agreement are included in its corporate purpose, have been duly authorized
through all appropriate means and are not in conflict with, nor are inconsistent
with, nor breach (i) its by-laws in effect per the date of this Agreement, nor
(ii) to the best of its knowledge, any law, term, condition, obligation or
contractual restriction whatsoever binding or affecting it; nor any obligations
for its account under any agreement or understanding where it is party to.

      (c) No authorization or registration by or before any Government Authority
is necessary for Bank to duly execute, subscribe, deliver and fulfill this
Agreement, nor for it to be valid, valid or enforceable.

      (d) This Agreement constitutes legal and valid obligations, enforceable
against itself according to the respective terms set forth herein.

      (e) There is no pending action, complaint or proceeding whatsoever, or
that to the best of its knowledge is imminent before a court, Government
Authority or any arbiter, against itself or its respective assets, that might
adversely and significantly affect its financial standing or its operations, or
its capacity to fulfill its obligations derived from this Agreement.

      (f) Based on the above representations by Borrower and by Guarantor and
according to the terms and subject to the conditions provided for in this
Agreement, it has agreed to make available to Borrower a loan for as much as a
principal amount equal to P$2,100,000,000.00 (Two Billion One Hundred Million
Mexican Pesos 00/100).

      (g) The persons executing this Agreement on its behalf and representation
enjoy all sufficient powers of attorney and authority, as well as corporate
authorizations necessary to execute this Agreement on behalf of and representing
Bank, and to bind the latter to the terms and conditions stipulated herein,
which powers of attorney, authority and corporate authorizations have not been
revoked or limited in any manner whatsoever.

      IN VIRTUE OF THE ABOVE, based on the Representations set forth by Borrower
and Guarantor in this Agreement and that constitute the determinant grounds of
the disposition of the Bank to execute this Agreement, the parties bind
themselves according to the terms and conditions of the following clauses:

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                                     CLAUSES

                                      FIRST
                           DEFINITIONS, INTERPRETATION

      1.01. Definitions. For purposes of this Agreement, the following terms
shall have the meaning attributed to them below:

"AFFILIATED COMPANY" in relation to any Person, means any other Corporation who
direct or indirectly controls, is controlled by, or is under joint direct or
indirect control with such Corporation. For purposes of this definition
"control" (including, with corresponding meanings, the terms "controlled",
"controlled by", "under joint control with") in relation to any Corporation,
shall mean direct or indirect authority to direct or influence in conducting the
management and policies of such Corporation, either by holding title over voting
securities, through an agreement or in any other manner. For purposes of this
Agreement, GT, News Corporation, The DirecTV Group, Inc. and any other
Corporations holding shares or corporate parts in Borrower, and the respective
Subsidiaries and Affiliated Companies of these Corporations, shall be considered
Affiliates of Borrower.

"CALCULATING AGENT" means Bank.

"SUBSTITUTE CALCULATING AGENTS" mean the three participants (excluding the
Affiliates of Bank) who, per the Date of Early Payment are the most active in
terms of number and volume of Operations of Derivates in the Mexican Derivates
Market, according to the final determination issued by Bank and approved in
writing by Borrower.

"CAPITALIZABLE LEASE" means, in the manner applied to any Corporation, any lease
of any property or asset where the current value discounted from debts on
account of rent and other lease obligations of such Corporation, in its capacity
as lessee, according to GAAP, must be capitalized and entered in the general
balance sheet of such Corporation as capitalizable lease, and

"CAPITALIZABLE LEASE OBLIGATIONS" means the current value discounted from the
obligations to pay lease and other lease obligations of such Corporation as
lessee in such lease, determined according to GAAP.

"GOVERNMENT AUTHORITY" means any secretariat, administrative department, agency,
commission, office, meeting, regulating authority, registry, government entity,
corporation or other committee, entity or government court (including without
limitation, bank and tax authorities), that pertains to, or is property of, or
controlled by Mexico, or any political subdivision of Mexico, that in each case
exercises executive, legislative, judicial, regulatory or administrative
functions.

"NOTICE OF DRAW" has the meaning attributed to such term in item (a) of Clause
2.02 of this Agreement.

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"CAPITAL STOCK" in respect to any Corporation, means all shares, corporate
parts, interest, participation or equivalent (however named, either with or
without voting rights), representing the capital stock of such Corporation,
whether currently outstanding or issued after the date of this Agreement.

"CASE OF NONCOMPLIANCE" has the meaning attributed to such term in Clause 6.01
of this Agreement.

"COST OF BREACH IN FUNDING" means any loss or cost incurred in, or in which any
one of the parties might have hypothetically incurred in, derived (i) from early
payment of the Loan, according to Clause 2.04 of this Agreement, or (ii)
resulting from a partial draw against the Loan according to Clause 2.01 of this
Agreement.

"LOAN" means the loan made available by Bank to Borrower according to the terms
and subject to the conditions of this Agreement, for as much as a principal
amount of P$2,100,000,000.00 (Two Billion One Hundred Million Mexican Pesos
00/100).

"DETERMINATION THROUGH VALUATION METHOD" has the meaning attributed to such term
in item (c) Clause 2.04 of this Agreement.

"DERIVATES" in respect to any Corporation, means any kind of derived operations,
including without limitation, futures on capital, coverage of capital, currency
exchange operations, futures on currencies, operations involving exchange of
interest rates, exchange options or similar operations or combinations of the
above-mentioned operations, and all obligations of such Corporation, direct or
contingent, that secure the obligations of another Person with respect to the
operations mentioned above.

"DEBT" in respect to any Person, without duplicating, means (i) all obligations
on account of payment received under loan, (ii) all obligations documented in
bonds, liabilities, promissory notes or similar instruments, (iii) all
obligations to pay the deferred purchase price of goods or services, the price
of which reaches maturity beyond a one-year period since the date when title and
ownership thereof was received, or when such services were rendered, and that
are subject to interest, (iv) all obligations of such Corporation as lessee
according to Capitalizable Leases, (v) all obligations incurred in by such
Corporation in relation to financing for exportation. Without prejudice of the
above, Obligations shall not include liabilities referring to: (A) Accounts
receivable or Liabilities derived from or incurred in through the normal course
of the business (including without limitation, payments to programmers; purchase
of current assets, such as decoding boxes, dish antennas, intelligent cards,
"LNBs" devices and remote controls; payments to masters, distributors and
repairmen; payments of liabilities on account of satellite and transponder, etc.
services, even if such liabilities are due within a period above one year), (B)
all obligations (present, past or future) incurred in by purchasing the assets
of companies engaged in the same line of business (including modifications or
changes in these arising from technological innovation or convergence) by
Borrower or its Subsidiaries, including

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purchase of shares, corporate parts, participation, lists of subscribers,
subscriber systems, among others, (C) any account payable without an express
financial cost, (D) federal, state and local taxes, income tax, assets tax or
other taxes of Mexico, of the United States of America or of any other
jurisdiction, including withholdings applied to workers according to the
applicable social security and social provision laws, (E) amounts received by
Borrower or its Subsidiaries in virtue of deposit agreements or other agreements
with third parties on rendering services in advertising, restricted television
and related or other services by those third parties, whether evidenced in
money, promissory notes, accounts receivable or other assets, (F) endorsements
of negotiable instruments for deposit or collection, or similar operations in
the ordinary course of business, (G) Debt for the account of Borrower and in
favor of (x) any Affiliate or (y) Borrower or any Subsidiary of Borrower,
respectively; (H) any Liability cancelled or settled according to the documents
evidencing such Liability, (I) Liability as lessee, guarantor, or for obtaining
services or ownership of satellites or transponders (regardless of whether those
leases are classified as Capitalizable Leases).

"BUSINESS DAY" means any day, except Saturday and Sunday, and any obligatory day
of rest in Mexico City, or a day when banking institutions are authorized or
obliged by the law or other government provision to remain closed.

"DRAW" means the money disbursement made by Bank in favor of Borrower for as
much as the amount of the Loan, according to the terms and subject to the
conditions of this Agreement.

"DOLLARS" and the sign US$ mean the lawful currency of the United States of
America.

"CONSOLIDATED EBITDA" means, in regard to any period (without duplication), in
respect to Borrower and its Subsidiaries, the sum of consolidated profit on
operation (determined according to GAAP) for such period, before depreciation
and amortization.

"DRAW DATE" means the date specified in the Notice of Draw, which may not exceed
April 28, 2006.

"DATE OF EARLY PAYMENT" has the meaning attributed to such term in item (b)
Clause 2.04 of this Agreement.

"INTEREST PAYMENT DATE" means the last day of each Interest Period.

"OFFICER IN CHARGE" means, with regard to any Corporation, the Chief Executive
Officer, the Finance Officer, the Comptroller, the Legal Manager or any legal
representative with sufficient power on behalf of such Corporation, as long as
such legal representative has the title of officer in such Corporation.

"CONSOLIDATED FINANCIAL EXPENSES", for any period (without duplicating) means
Expenses on account of Consolidated Interest of that period, excluding the
principal component of

<PAGE>

income in relation to Capitalizable Lease obligations or any other liability
assumed to purchase, launch, render satellite or transponder services and/or
finance these, paid by Borrower and its Subsidiaries, and interest payable on
obligations with Affiliates and Subsidiaries.

"EXPENSES ON CONSOLIDATED INTEREST", for any period, means total gross expenses
through interest for Borrower and its consolidated Subsidiaries, attributable to
such period according to GAAP.

"LIEN" with respect to any property, good or asset of a Corporation, means any
mortgage, pledge, collateral securities or market pledge, trust, surety,
affectation or limitation of title, bond, attachment, burden or any other lien
or guaranty of any kind or any preferential agreement over such property, good
or asset of such Corporation that has the practical effect of creating an
interest or personal guaranty or lien over such property, good or asset.

"GRUPO SALINAS" means any of the following Persons, as well as any Affiliate or
Subsidiary of these: Ricardo Salinas Pliego, Grupo Elektra, S.A. de C.V.; Grupo
Iusacell, S.A. de C.V.; TV Azteca, S.A. de C.V.; Biper, S.A. de C.V:, Unefon,
S.A. de C.V.; Banco Azteca, S.A., Institucion de Banca Multiple; Seguros Azteca,
S.A. de C.V. or Afore Azteca, S.A. de C.V., Administradora de Fondos para el
Retiro. For purposes of this definition, subsidiary means any corporation where
any party holds more than 50% (fifty percent) of the voting shares, either
directly or indirectly through corporations, associations, trusts or other
entity or legal act, or else where, under any title, enjoys authority to name
the majority of the members of the board of directors or equivalent committee,
or determine the operating policies of the Corporation involved.

"TAXES" has the meaning attributed to such term in item (a) Clause 2.10 of this
Agreement.

"CONSOLIDATED LEVERAGE INDEX" means Debt per the last day of any fiscal quarter
period, divided by the Consolidated EBITDA per that date (based on the last four
(4) quarter periods ending in that quarter period).

"INTEREST COVERAGE INDEX", for any period, means the correlation of (i)
Consolidated EBITDA for that period, divided by (ii) Consolidated Financial
Expenses for the same period in respect to which the Consolidated EDITBA was
calculated.

"ENVIRONMENTAL LAW" means all applicable environmental, health and security
laws, either federal, state, municipal or local, including without limitation,
the General Law of Ecological Balance and Protection of the Environment and its
Regulations, the Law of National Waters and its Regulations, the General Health
Law (in the means it is related to environmental matters), Federal Regulations
on Security, Hygiene and Working Environment (in the means related to
environmental matters), and all Mexican Official Standards and state laws that
establish the maximum permissible limits of emissions by fixed sources of
polluting areas, discharges of polluting waste water into bodies or water or
sewage systems, requirements on handling, transporting and disposing of any
hazardous

<PAGE>

materials, and requirements concerning hazardous waste and health and security
measures at work.

"MEXICO" means the United Mexican States.

"MOODY'S" means Moody's Investors Service, Inc. and successors.

"PRINCIPAL BUSINESS" means business activities in the same line of business
engaged in by Borrower or its Subsidiaries on the execution date of this
Agreement, which shall include adaptations, modifications and/or implementations
that result in such business derived from innovation and/or technological
convergence, as well as from new trends in the industry of telecommunications
and related services.

"MARKET DERIVED OPERATIONS" mean derived financial operations, including among
others, futures, options or swaps, over various subjacent assets, including
securities, reference rates and currencies, executed with the purpose of
protecting against a risk associated to other assets or liabilities.

"PROMISSORY NOTES" has the meaning assigned to this term in Clause 2.02 (b) of
this Agreement.

"INTEREST PERIOD" means every period of approximately one (1) month based on
which interest earned from principal past due of the Loan shall be calculated;
in the understanding that (i) the first Interest Period shall begin on the Draw
Date and end on the immediately following calendar month, on the date that
numerically corresponds to the day when the draw from the Loan was made, (ii)
every following Interest Period shall begin on the day after the last day of the
immediately previous Interest Period and end on the calendar month immediately
after the month when the immediately previous Interest Period ended, on the day
that numerically corresponds to the day when the draw was made against the Loan,
(iii) any Interest Period in effect on the maturity date of the Loan shall end
on that date, and (iv) if the calendar month when an Interest Period must end
does have a day that numerically corresponds to the day when such Interest
Period began, or to the day when the immediately previous Interest Period
expired, as the case may be, such Interest Period shall end on the last day of
that calendar month.

GAAP" means, on the date when respectively applied, generally accepted
accounting principles in Mexico, consistently applied; or accounting principles
which, as the case may be, substitute generally accepted accounting principles
in Mexico, consistently applied per the date of this Agreement.

"PERSON" means any individual or corporation, trust, company, civil or business
corporation, irregular corporation, joint venture or any other business entity,
association, government, government agency or Government Authority or any other
kind of government agency.

<PAGE>

"PESOS" and P$ mean the lawful currency of Mexico.

"ENVIRONMENTAL COMPLAINTS" means all and any action, claim, requirement,
complaint, lien, notice of noncompliance or violation, investigation or
administrative, regulatory or judicial procedure that is in any manner related
to the Environmental Law or to any permit issued according to any Environmental
Law (hereinafter "Complaints"), including without limitation (a) all and any
Complaint by Government Authorities in connection with measures of execution,
cleaning, removal or repair, or other action or damage in terms of any
applicable Environmental Law, and (b) all and any Complaint by any third party
claiming damages, contribution, indemnification, reimbursement of expenses,
compensation or suspension resulting from any hazardous materials or that derive
from damage or threat of hazards against health, security or the environment.

"S&P" means Standard % Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. and successors.

"SUBSIDIARY" means, with respect to any Corporation, any civil or business
corporation, association, joint venture, limited liability company, trust,
property or any other Person where (or in which ) more than 50% (fifty percent)
of (a) in the case of a company, the voting shares issued and outstanding of
Capital Stock; (b) in the case of a limited liability company, association or
joint venture, the corporate parts or participation in Capital Stock or profit
of such limited liability company, association or joint venture; or (c) if it is
a trust or similar figure, the right to participate in the property of such
trust, is at that moment, direct or indirectly, either property of or is
controlled by (x) such Corporation; (y) such Corporation and one or more of its
Subsidiaries; or (z) one or more of the Subsidiaries of such Corporation.

"SIGNIFICANT SUBSIDIARY", on any date of determination, means any Subsidiary of
Borrower, who (i) for Borrower's most recent fiscal year closed represents 20%
(twenty percent) or more of the consolidated income of Borrower and its
Subsidiaries, or (ii) at the end of such fiscal year owned 20% (twenty percent)
or more of the properties and consolidated assets of Borrower and its
Subsidiaries, all according to most recent available consolidated financial
statements of Borrower for that fiscal year. For purposes of sections (d)
[bankruptcy - insolvency proceedings], (e) [expropriation] and (g) [cross
default] of Clause 6.01 of this Agreement, if any of the events described in
such sections occur and subsist in regard to two or more Subsidiaries of
Borrower who are not Significant Subsidiaries, but who, considered as a whole,
satisfy one or both requirements provided for in sections (i) and/or (ii) of the
immediately preceding enunciation, then such event shall be deemed to have
occurred with respect to a Significant Subsidiary. Additionally, for purposes of
this Agreement, the term Significant Subsidiary shall always include Corporacion
de Radio y Television del Norte de Mexico, S.de R.L. de C.V.

"ORDINARY RATE" means the fixed 8.74% (eight point seventy-four percent) annual
rate.

<PAGE>

      1.02. Accounting Terms. All accounting terms not expressly defined in this
Agreement shall be interpreted, and all financial information that must be
provided according to this Agreement shall be prepared and, as the case may be,
consolidated according to GAAP.

      1.03. Interpretation of Defined Terms. (a) Terms defined in this Clause
First shall apply both to singular and plural forms of such terms. When thus
required by the context, any pronoun shall include the corresponding masculine,
feminine or neutral gender. Unless otherwise expressly established, all
references made to numbers or letters of Clauses, sections, paragraphs or
sub-sections refer to Clauses, sections, paragraphs or sub-sections of this
Agreement, and all references made to the Attachments, refer to Attachments
included with and incorporated to this Agreement as reference. It shall be
understood that the words (i) "herein", "hereof", "according to this
instrument", "further in this instrument" and words of a similar meaning refer
to this Agreement altogether and not to a particular Clause, section, paragraph
or sub-section of this Agreement; (ii) "include", "includes" and "including" are
followed by the phrase "without limitation whatsoever", unless otherwise
expressly established; and (iii) "Asset", "good" and/or "property" have the same
meaning and effect and refer to all and each of the assets, goods and
properties, both tangible and intangible, including cash, Capital Stock,
securities, income, accounts, lease and contractual rights. Additionally, in the
manner used in this Agreement, amounts in Dollars followed by the phrase "or
equivalent in Pesos" shall be understood referring to the equivalent in Pesos,
at the exchange rate published by the Central Bank of Mexico in the Federal
Official Gazette on the applicable date of determination.

      (b) It shall be considered that any reference made to (i) any agreement,
understanding or instrument includes the reference to such agreement,
understanding or instrument, in the means it is modified either fully or
partially or in any other manner amended from time to time, and (ii) any law or
regulation includes amendments made from time to time, or any law or regulation
substituting them.

      1.04. Calculations of Time-Periods. In this Agreement, when calculating a
time period from one specific date to a further specific date, the word "from"
means "from and including" and the words "to" and "until" mean "until but
excluding".

                                     SECOND
                   DRAW AMOUNT AND TERMS; PAYMENT OF THE LOAN

      2.01. Opening of Loan. Draw. Subject to the terms and conditions set forth
in this Agreement, Bank agrees to make available to Borrower on or before the
Draw Date and through a single Draw, a loan for as much as P$2,100,000,000.00
(Two Billion One Hundred Million Mexican Pesos 00/100), payable in a single
amount as established in Section 2.03 of this Agreement.

      The parties agree that Borrower may in a single act draw the full amount
of the Loan or a part of it on or before the Draw Date, according to the terms
and subject to the

<PAGE>

conditions provided for in this Agreement, in the understanding that the
principal sum of the Draw shall not include any amount whatsoever of interest,
commissions, expenses or other amounts payable by Borrower to Bank according to
this Agreement and/or the Promissory Notes.

      Additionally, if Borrower does not draw the full amount of the Loan, but a
part of it, the parties agree Borrower shall be bound to pay Bank any Cost of
Breach in Funding that, as the case may be, results for Bank.

      2.02 Draw Form. (a) When Borrower wishes to make the Draw in terms of this
Agreement, it must issue written notice to Bank at least 24 (twenty-four) hours
before the intended Draw Date, in the understanding that such notice shall be
considered received on a certain day only if delivered before 11:00 A.M. (Mexico
City time) of that day. Such notice (the "NOTICE OF DRAW") shall be irrevocable
and must be issued by Borrower substantially in form of Attachment "A",
adequately filled out, in order to specify the proposed Draw Date (which must be
a Business Day); consequently, if Borrower cancels the Draw of the Loan notified
through the Notice of Draw, Borrower must reimburse Bank for any expense or cost
(documented and reasonable) thereby incurred in by the latter, including costs
of breach of the funding sources of Bank.

      (b) Bank shall make available to Borrower the amount established in the
Notice of Draw through a deposit to checking account number 27/9978005 CLABE:
002180002799780052 kept by Borrower with Banco Nacional de Mexico, S.A.,
Integrante del Grupo Financiero Banamex, precisely on the Draw Date, subject to
(i) that all the conditions of Clause 3.01 of this Agreement have been duly and
promptly fulfilled and satisfied, and (ii) delivery to Bank of two
non-negotiable serried Promissory Notes, subscribed by Borrower and signed as
guaranty by Guarantor in a manner substantially the same as Attachment "B" (the
"PROMISSORY NOTES"), to the order of Bank, and that add up to the amount of the
Loan to be disbursed notified in the Notice of Draw, in the understanding that
Bank will notify Borrower on or before the Draw Date of the amounts that
correspond to each of those Promissory Notes. Borrower agrees and acknowledges
that subscription of the Promissory Notes is not and must not be considered as
payment of the Loan.

      2.03. Payment of Loan. Payment of Principal of Loan. Borrower shall
restore to Bank principal of the Loan which it has drawn according to this
Clause, in a single payment of principal, 120 (one hundred twenty) months after
the Draw Date.

      2.04. Voluntary Early Payment.

      (a) Borrower may fully or partially pay in advance the balance due of the
Loan, as long as it complies with the provisions set forth herein, unless Bank
issues written waiver of fulfillment of one or several of such conditions; (i)
Borrower must irrevocably notify Bank in writing that it plans to make early
payment for all or part of the balance past due of the Loan, at least 5 (five)
Business Days before the date of such early payment; (ii) any

<PAGE>

early payment shall be for at least P$50,000,000.00 (Fifty Million Pesos), in
the understanding that such early payment must always be in multiples of
P$10,000,000.00 (Ten Million Pesos); (iii) together with such early payment, the
party thereto obliged according to this Agreement must, on the Date of Early
Payment pay for the resulting costs of Breach in Funding; (iv) together with the
early payment, Borrower must pay ordinary interest in effect earned per that
date and due with respect to the amount of the early payment; (v) Borrower may
not again dispose of amounts paid in advance; and (vi) the early payment or
payments shall be applied in the order established in Clause 2.08 (b) of this
Agreement.

      (b) Without prejudice of other provisions applicable to early payments, in
the event that Borrower makes full or partial early payment of the balance due
of the Loan, when or before 36 (thirty-six) months have passed since the Draw
Date, Borrower shall be obliged to, on the same date of the early payment (the
"DATE OF EARLY PAYMENT"), reimburse Bank for any Cost of Breach in Funding by
Bank. Thus, if Borrower makes a full or partial early payment of the balance due
of the Loan once 36 (thirty-six) months have passed after the Draw Date, the
party suffering a loss or cost incurred in or where it might have hypothetically
incurred in derived from early payment of the Loan must be indemnified by the
other party on the Date of Early Payment in the case of Bank, and in the periods
mentioned in section (f) below, in case of Borrower, with the Cost of Breach in
Funding which, as the case may be, results.

      (c) In any case, the Cost of Breach in Funding shall be conclusively
determined by the Calculating Agent according to any of the following methods,
in the order in which they appear:

      First. The Cost of Breach in Funding shall be determined based on the
quotation price of the corresponding operation that, as the case may be, is in
effect on the Date of Early Payment determined by Bank, based on valuation
methods or models of Market-Derived Operations that, per the date when the Cost
of Breach in Funding and in the ordinary development of its operations, is used
by Bank according to the applicable provisions, financial practice and general
and specific rules of the Central Bank of Mexico (the "DETERMINATION THROUGH
VALUATION METHOD"). To reach the Determination through Valuation Method, the
Bank must observe the following principles:

      (i) The applicable method must recognize relevant information of the
market involved, including among others, interest rates, market prices of
certain securities, yields, yield curves, volatilities, differentials or
margins, or correlations: (x) provided by one or more third parties, including
providers of prices, other financial intermediaries, without limitation, or (y)
obtained from internal sources (including any related company of Bank), as long
as they are the same as those used by Bank in the ordinary course of its
operations. In any case, aforementioned information must correspond to the date
when the Cost of Breach in Funding is determined;

<PAGE>

      (ii) The method may incorporate the funding cost for Bank, as long as it
has not been previously included in information previously used in
aforementioned method;

      (iii) The method may include the use of several valuation methods of
Market-Derived Operations, based on the type, complexity, size or number of
these; and

      (iv) For purposes of all of the above, as Calculating Agent, through the
certificate that it issues to Borrower, in addition to the cost of Breach in
Funding to be paid by Borrower, Bank shall also disclose the procedure followed
to determine it.

      Second. If Borrower objects in writing and in a reasonably well-founded
manner against the certificate issued by the Calculating Agent according to the
above terms within the first two (2) Business Days after it is issued and
delivered by the Calculating Agent to Borrower, through previous written notice
that, as the case may be, is issued to Borrower by Bank, the latter shall
determine who must act as Substitute Calculating Agents and ask them to provide
a quotation, following the same principles as those to Determine the Valuation
Method, and the average of the Cost of Breach in Funding determined by the
Substitute Calculating Agents shall be the Cost of Breach in Funding that shall
be applied for purposes of this Agreement, which shall be obligatory for the
parties hereto.

      (d) If Borrower should in any manner object against the determination by
the Calculating Agent and by the Substitute Calculating Agents, or does not pay
the Cost of Breach in Funding together with the early payment of the Loan, Bank
shall be entitled to reject the early payment of the Loan and Borrower shall
forfeit the right to make early payments of the Loan.

      (e) The same procedure referred to in this Clause shall be applied if the
early payments result from early maturity of the Loan because of one of several
of the Cases of Noncompliance.

      (f) If when calculating the Cost of Breach in Funding because of an early
payment made 36 (thirty-six) months after the Draw Date, there results a
positive amount in favor of Borrower, within the first 2 (two) Business Days
after actually receiving the early payment Bank shall reimburse such amount to
Borrower; however, in the understanding that: (i) Borrower may not compensate or
withhold any amount whatsoever of the early payment on account of the Cost of
Breach in Funding that, as the case may be, results in its favor; and (ii)
Borrower shall not be entitled to, as the case may be, receive the Cost of
Breach in Funding if the early payment results from early maturity of the Loan
due to one or several Cases of Noncompliance.

      (g) On date when paying the Cost of Breach In Funding, Borrower must pay
Bank amounts that result for its account, as the case may be, as established in
Clause 2.10 of the Agreement (Taxes).

<PAGE>

      (h) In case of partial Voluntary Early Payment according to this Clause,
Borrower must subscribe and deliver Bank a new Promissory Note which substitutes
the Promissory Notes then in possession of Bank, reflecting amounts prepaid on
that date. Against delivery of the new Promissory Note to Bank, the latter must
return to Borrower the substituted Promissory Notes duly canceled. If the
Voluntary Early Payment is for the full amount of the Loan, Bank must return to
Borrower the substituted Promissory Notes duly canceled. In cases where Bank
must return the substituted Promissory Notes duly cancelled, the parties agree
that Bank shall have three (3) Business Days to return aforementioned Promissory
Notes after the corresponding early payment.

      2.05. Ordinary Interest. (a) Without previous request, Borrower shall pay
Bank ordinary interest on principal past due of the Loan during every Interest
Period, since the Draw Date until the date when principal due of the Loan is
paid in full, interest that shall be payable on every Interest Payment Date at a
yearly interest rate equal to the Ordinary Rate.

      2.06. Penalty Interest. Principal past due and not paid over any credit to
the Loan shall be subject to interest since the day after maturity until it is
paid in full, at an annual interest rate applicable during every day such amount
continues past due equal to the result of adding 200 (two hundred) basic points
to the Ordinary Rate.

      2.07. Calculation of Interest. Interest according to this Agreement and
the Promissory Notes shall be calculated based on a 360 (three hundred sixty)
day year and the number of days actually passed, including the first, but
excluding the last of those dates.

      2.08. Payments. (a) All payments to be made by Borrower to Bank according
to this Agreement and the Promissory Notes shall be made no later than 14:00
hours (Mexico City time) on the date when due, through automatic charge made by
Bank to account 27/9978005 CLABE: 002180002799780052 kept by Borrower with Bank,
or in any other location or manner duly notified in writing by Borrower to Bank.
Borrower hereby instructs and authorizes Bank to charge against Borrower's
aforementioned account all payments Borrower must make to Bank according to this
Agreement and the Promissory Notes.

      (b) Any payments made by Borrower to Bank in relation to this Agreement
shall be applied in the following order: (i) to pay any Taxes for the account of
Borrower, (ii) pay any expenses and commissions resulting against Borrower
according to this Agreement, (iii) pay any penalty interest due, (iv) pay any
ordinary interest due, and (v) pay any amounts of principal due.

      2.09. Payments and Interest Periods with Maturity on Non-Business Days. If
any payment due under this Agreement and/or the Promissory Notes must be made on
any day other than a Business Day, such payment shall be made on the immediately
previous Business Day.

      2.10. Taxes. (a) Borrower shall pay Bank all amounts of principal,
interest and other amounts payable according to this Agreement and the
Promissory Notes free, exempt, and

<PAGE>

without deduction on account of any Tax currently or further applicable to such
amounts that is payable in any jurisdiction, except for income tax (or any
substitute tax) payable by any creditor on total income or assets according to
the laws, regulations and other legal provisions of Mexico. If on any occasion
any authority of any jurisdiction who is entitled to, imposes, applies or
collects any tax, government charge, contribution, tribute, withholding,
deduction, burden, Lien or other tax liability together with interest,
surcharges, sanctions, fines or charges derived thereof ("TAXES") on or in
relation to this Agreement or the Promissory Notes, or any such payment
necessary according to them, Borrower (and, as the case may be, Guarantor)
shall, on behalf of Bank pay to the corresponding tax authority the sum of any
of such Taxes, and pay to Bank additional amounts required to assure that Bank
receives the full amount which it would have received if such Taxes had not been
paid or withheld, and shall deliver to Bank the original receipts or other
evidence satisfactory to Bank concerning payment of any Tax within 30 (thirty)
days after the date when such Tax is enforceable and payable, according to the
applicable legal provisions; all of the foregoing, unless any of such Taxes
result from serious negligence, deceit or bad faith of Bank, or such Taxes are
applicable on account of income tax (or any substitute tax) payable by any
creditor on its income or total assets according to the laws, regulations and
other legal provisions of Mexico.

      (b) Bank shall immediately notify Borrower of any request, notice, demand
for payment or any other notice received by Bank from any authority with respect
to Taxes, for Borrower to promptly attend such request, notification, demand or
notice, pay such Tax, and hold Bank harmless with respect to such request,
notification, demand for payment or notice, in the understanding that in such
case Bank shall deliver to Borrower any document that is in possession of Bank,
or a copy of it, as required by Borrower in connection with any procedure with
respect to such request, notification, demand for payment or notice.

      (c) The obligations for Borrower according to this Clause 2.10 shall
subsist over all other obligations for Borrower according to this Agreement and
the Promissory Notes.

      2.11. Opening Commission. Borrower must pay Bank a commission on opening
the loan equal to 0.125% (zero point one hundred twenty-five percent) of the
amount drawn of the Loan, which shall be paid on the Draw Date, in which respect
Borrower hereby express and irrevocably authorizes Bank to deduct the amount of
such commission against the Draw made on the Draw Date.

                                      THIRD
                             CONDITIONS FOR THE DRAW

      3.01. Conditions Prior to the Draw. The obligation for Bank to make the
Draw shall be subject to the condition that Bank receive the following Documents
on or before the Draw Date, and that on or before the Draw Date the following
precedent conditions have been satisfied, in the manner and grounds acceptable
to Bank and its legal counsels:

<PAGE>

      (a)   Bank must have received an original copy of this Agreement, duly
            signed by Borrower and Guarantor;

      (b)   Bank has received the Notice of Draw;

      (c)   Bank must have received (i) certified copy of the public documents
            (with registration data) containing the articles of incorporation of
            Borrower and a simple copy of the respective public document
            containing the incorporation of Guarantor; (ii) copy of the public
            document (without registration data) containing the by-laws in
            effect of Borrower and of Guarantor per the date of this Agreement,
            and (iii) copy of the consolidated and audited annual financial
            statements per December 31, 2004 and the consolidated internal
            annual financial statements per December 31, 2005, in both cases of
            Borrower;

      (d)   Bank must have received Borrower's and Guarantor's documents
            disclosed in Attachment "C" of this Agreement;

      (e)   Bank must have received (i) a certificate by the Secretary of the
            Board of Directors of Borrower and of Guarantor evidencing the
            corporate authorizations and powers of authority of Borrower or of
            Guarantor, as the case may be, to subscribe this Agreement and the
            Promissory Notes, and to comply with the obligations set forth
            therein; and (ii) certified copy of the public documents (without
            registration data) evidencing the legal capacity and authority of
            the persons who subscribe this Agreement and the Promissory Notes on
            behalf of Borrower and of Guarantor, as well as other documents that
            must be subscribed according to them;

      (f)   Bank must have received a certificate issued by a Officer in Charge
            of Borrower and of Guarantor as established in Attachment "D" of
            this Agreement, certifying that the hand signatures affixed on it
            belong to the officers authorized to subscribe this Agreement and
            the Promissory Notes;

      (g)   That the representations by Borrower and by Guarantor set forth in
            this Agreement are true, complete and correct in all such aspects,
            and per the Draw Date as if such representations had been issued on
            the Draw Date;

      (h)   That on or prior to the Draw Date, there has not occurred nor
            subsists any Case of Noncompliance or event that through a
            notification or with the passing of time, or both, would constitute
            a Case of Noncompliance;

      (i)   On or prior to the Draw Date, Bank has received the Promissory Notes
            subscribed by Borrower to the order of Bank and signed to guaranty
            payment by Guarantor, documented in the Loan;

<PAGE>

      (j)   Bank must have received from Borrower payment of all and each of the
            commissions, fees, expenses and other costs of Bank that according
            to this Agreement must be paid by Borrower on that date.

                                     FOURTH
                       AFFIRMATIVE AND NEGATIVE COVENANTS

      4.01 Affirmative and Negative Covenants. As long as the Promissory Notes
continue fully or partially due, and as long as Borrower has any liability
according to this Agreement, except for obligations for Borrower subsisting
according to Clause 2.10 (c), unless otherwise consented in writing by Bank,
Borrower (and not Guarantor) binds itself to the following:

      (a) Compliance with Laws and Payment of Taxes. Comply with, and see that
each of its Significant Subsidiaries in all important aspects comply with the
laws, rules, regulations and applicable ordinances (including Environmental
Laws), including without limitation, payment when due of all Taxes for the
account of Borrower or those Significant Subsidiaries, or that derive from their
respective assets, as well as contributions, government charges and burdens
determined against themselves, taxes or payments required, except, (i) with
respect to such laws, rules, regulations and applicable ordinances (including
Environmental Laws), in the means that noncompliance of these may not,
individually or collectively, have a significant adverse effect on the Principal
Business or properties of Borrower or of its Significant Subsidiaries; and (ii)
with respect to such Taxes, in the means that they are objected against in good
faith through the appropriate procedures, filed and conducted promptly and
diligently, or that failing to pay them is not reasonably expected to have an
adverse consequence on the capacity of Borrower to pay the Loan or comply with
the obligations derived from this Agreement and/or the Promissory Notes, and for
which Borrower or the corresponding Significant Subsidiary, as the case may be,
establishes adequate reserves according to GAAP.

      (b) Legal Capacity and Conducting of Business. Borrower shall continue to
engage in the same kind of activities and business as at present, contemplating
normal variations occurring in its business derived from innovation or
technological convergence or from trends arising in the field of its industry,
and shall preserve and maintain, and see that each of its Significant
Subsidiaries preserves and maintains its legal existence, rights (either
statutory or legal), licenses, authorizations, concessions, permits, notices,
intellectual or industrial property rights, registrations and franchises (the
"Rights") that are considered relevant for its Principal Business; in the
understanding that neither Borrower nor its Significant Subsidiaries shall be
bound to maintain their legal existence in relation to a merger or consolidation
carried out as established in Clause 4.02 (b); and also in the understanding
that neither Borrower nor its Significant Subsidiaries shall be obliged to
preserve any Right, if any of them, based on their own judgment, good faith,
determine that the preservation of these is not commercially desirable for
Borrower or for any of its Significant Subsidiaries, as the case may be, and
that the loss of such Right cannot be expected to have an adverse consequence on
the capacity of Borrower to pay the Loan or
<PAGE>
comply with the obligations derived for itself from this Agreement and/or the
Promissory Notes. Under no circumstances must this obligation be interpreted as
a limitation for Borrower or its Significant Subsidiaries against beginning or
combining new businesses related to the telecommunications and related business.

      (c) Information Requirements. Provide Bank:

      (i)   As soon as available, but in any case, within the first 180 (one
            hundred eighty) calendar days immediately after the close of each
            fiscal year, copy of its audited consolidated financial statements
            for that fiscal year, that include the general balance sheet,
            consolidated profit and loss statements, statements of changes in
            the financial condition and variations in net worth for that fiscal
            year, according to GAAP, together with an audit report issued by any
            independent public accountant firm recognized in the jurisdiction
            where it is located.

      (ii)  As soon as available, but in any case, within the first 90 (ninety)
            calendar days immediately after the close of every fiscal year
            quarter period (excluding the fourth calendar quarter period), the
            balance sheet per the end of that quarter period, and profit and
            loss statements for that quarter period and for the period initiated
            at the end of the previous fiscal year and ended at the close of
            such quarter period, as the case may be, consolidated according to
            GAAP, signed by an Officer in Charge;

      (iii) Simultaneous to Borrower delivering the financial information
            referred to in sections (i) and (ii) above, Borrower shall deliver
            to Bank a certificate by an Officer in Charge, that includes all
            information and calculations necessary to determine compliance by
            Innova of section (i) and (ii) of Section (a) of Clause 4.02 of this
            Agreement.

      (iv)  As soon as possible, but in any case, within the first 10 (ten)
            Business Days after the date when it has or must be informed of the
            existence of any Case of Noncompliance or an event that, through
            notice or by the passing of time, or both, would constitute a Case
            of Noncompliance, an evidence signed by an Officer in Charge
            providing details of such Case of Noncompliance or event, and the
            means that have been undertaken or proposed to be undertaken in this
            respect;

      (v)   As soon as initiated, but in any case, within the first 5 (five)
            Business Days after receiving summons or notice of any action,
            complaint or administrative, arbitration or judicial procedure where
            Borrower or any of its Significant Subsidiaries is party, and that
            may, individually or jointly, have an adverse and significant effect
            on the Principal Business or properties of Borrower or of its
            Significant Subsidiaries, a notice signed by an Officer in

<PAGE>

            Charge of Borrower, describing the nature of such action, complaint
            or procedure, and the measures undertaken or proposed in this
            respect;

      (vi)  Any other information concerning the financial standing or
            operations or of any other nature of Borrower and/or of any of its
            Significant Subsidiaries that is reasonably requested at any time by
            Bank.

      (d) Insurance. Obtain and keep valid and see that each of its Significant
Subsidiaries obtain and keep valid adequate insurance with recognized insurance
companies to protect their assets, against risks and for as much as the amounts
required according to the adequate administrative procedures, and that are
normally obtained by companies with similar businesses in Mexico as the
activities developed by in consolidated manner by Borrower, considering the
nature of the business of Borrower and of its Significant Subsidiaries and the
location of the insured assets, except for insurance of satellite obligations
and of any transponder, and for their operation and performance.

      (e) Accounting Records. Keep and have each of its Significant Subsidiaries
keep accounting books and records in a manner that truly reflects their
financial position and the results of their operations according to GAAP:

      (f) Inspection Rights. By request from Bank (through the corresponding
contact officer), at least 7 (seven) calendar days before, permit the
representatives designated in writing by Bank to inspect the accounting records
and/or properties of Borrower and of any of its Significant Subsidiaries, and
interview their respective officers and outside auditors during business days
and hours, keeping confidential the information they have access to.

      (g) Fulfillment of Obligations. Comply with and pay, and have each of its
Significant Subsidiaries comply with and pay all their obligations, where the
principal amount (individually or collectively with other Debts not settled) is
above US$100,000,000.00 (One Hundred Million Dollars 00/100) (or the equivalent
in Pesos) or corresponding interest, upon maturity, whether this is
conventional, for obligatory early payment or in any other manner as established
in each agreement, mortgage, guaranty and other debt instruments binding them,
except for such obligations (i) where the amount or validity is being objected
against in good faith through appropriate procedures, and for which the adequate
reserves have been created according to GAAP and the applicable law, or (ii)
where failure to make payment because of such objection cannot reasonably be
expected to have a significant adverse effect on the business, assets,
liabilities, condition (financial or any other), licenses, operation or projects
of Borrower or of any of its Significant Subsidiaries, or on the capacity of
Borrower to pay the Loan or comply with the obligations derived from this
Agreement and/or the Promissory Notes.

      (h) Destination of the Funds. Borrower shall use the funds of the Loan
solely and exclusively to (1) pay (or reacquire) partially and in advance the
debt instruments issued by Innova, S. de R.L. de C.V. named Senior Notes with
maturity in 2013 for US$300,000,000.00 (Three Hundred Million Dollars, Lawful
Currency of the United States

<PAGE>

of America) and expenses related to the execution of this Agreement and early
payment of such Senior Notes, and (2) pay for obligations with financial cost
for Borrower. Once having paid the obligations with financial cost mentioned in
section (2) above, Borrower shall notify Bank in writing within 5 (five)
Business Days after such payment, which obligations and for what amounts were
paid with funds from the Loan.

      (i) Priority. Make sure and undertake all necessary action for the
obligations of Borrower under this Agreement and the Promissory Notes (i) to at
all time constitute an unconditional and insubordinate debt for Borrower; and
(ii) have at least the same payment priority with respect to any other present
or future unsecured and insubordinate debt of Borrower, except for obligations
against Borrower that according to the Law might enjoy any preference in
payment.

      (j) Preservation of Goods, etc. Borrower shall preserve and keep, and
shall have each of its Significant Subsidiaries preserve and keep all the goods
they require and use or are useful in developing their main activities, in good
and normal condition, except for ordinary use and wear, or those, that by nature
are in possession of the subscribers of Borrower or its Significant
Subsidiaries, or those where the wear or poor condition do not have a
significantly adverse effect on the capacity of Borrower to pay the Loan or
comply with the obligations derived from this Agreement and/or the Promissory
Notes, in the understanding that this provision shall not prevent Borrower or
any of its Significant Subsidiaries from discontinuing the operation and
preservation of any of their goods, as long as desirable for the development of
their business and that such discontinuation, individually or collectively, does
not originate a Case of Noncompliance or event that, through notice or by the
passing of time or both, would constitute a Case of Noncompliance or were not
reasonably expected to have as consequence a relevant adverse effect on the
capacity of Borrower to pay the Loan or comply with the obligations derived for
itself from this Agreement and/or the Promissory Notes.

      4.02. Affirmative Covenants for Borrower. As long as the Promissory Notes
continue fully or partially unpaid, and as long as Borrower has any obligation
according to this Agreement, unless otherwise consented in writing by Bank,
Borrower (and not Guarantor) binds itself to the following:

      (a) Financial Limitations.

            (i) Borrower shall not permit the Consolidated Leverage Index to at
any time exceed 4.0:1 (four point zero to one).

            (ii) Borrower shall not permit the Interest Coverage Index to at any
time be below 2.0:1 (two point zero to one).

      (b) Merger, Split-Up, Etc. Not merge, consolidate, split-up, undergo
liquidation or dissolution (or permit its liquidation or dissolution), or permit
that its Significant Subsidiaries merge, consolidate, split-up, undergo
liquidation or dissolution (or that its

<PAGE>

Significant Subsidiaries permit such liquidation or dissolution), except that:
(i) any Subsidiary of Borrower may be merged or consolidated in or with (A)
Borrower, in the means that Borrower is the absorbing or surviving company, or
(B) any other Subsidiary of Borrower (including any Person who becomes a
Subsidiary of Borrower derived from such merger or consolidation); (ii) Borrower
or any of its Significant Subsidiaries may be merged or consolidated with any
other Persons, as long as (A) in the case of a merger or consolidation of
Borrower or of a Significant Subsidiary, Borrower or Such Significant Subsidiary
must be the absorbing or surviving company, and (B) there must not exist and
subsist any Case of Noncompliance or any event or condition that, through notice
or by the passing of time, or both, might constitute a Case of Noncompliance
after such merger or consolidation becomes effective; (iii) any Significant
Subsidiary may be merged or consolidated with any Person through an adequate
consideration to Borrower and its Significant Subsidiaries.

      (c) Sale of Fixed Assets. Innova may sell any of its respective properties
or assets, either present or future, as long as the sale in question does not
result in Innova breaching any of the Financial Limitations established in
section (a) of this Clause 4.02 or there occurs a Case of Noncompliance or event
that, through notice or by the passing of time, or both, might constitute a Case
of Noncompliance.

      (d) Liens. Innova may create, establish or permit the existence of any
Lien of any kind on any of its properties or assets, either present or future,
or those of its Subsidiaries, as long as creation, establishment and/or
completion of such Lien does not result (i) in any violation of the Financial
Limitations established in section (a) of this Clause 4.02, or (ii) a Case of
Noncompliance or event that, through notice or by the passing of time, or both,
would constitute a Case of Noncompliance.

      (e) Change in the Nature of the Business. Neither Borrower or its
Significant Subsidiaries may introduce a substantial change in the line of
business and nature of their main activities such as they are conducted per the
date of this Agreement; except for changes made through technological innovation
or convergence, or changes that because of the nature of the industry are being
introduced or imply a natural turn for companies providing telecommunications
and related services.

      (f) Investments. Innova may make investments in Persons other than
companies who to date are Subsidiaries of Borrower, as long as such investments
do not cause Innova to breach any of the Financial Limitations established in
section (a) of this Clause 4.02, or otherwise, there occurs a Case of
Noncompliance or event that, through notice or by the passing of time, or both,
would constitute a Case of Noncompliance.

      (g) Dividend. Innova shall pay dividend either in cash or in species
without previous authorization by Bank, as long as the Consolidated Leverage
Index does not exceed 4.0:1 (four point zero to one). However, such limitation
shall not be extended to the Subsidiaries of Innova, who may pay dividend thus
approved by their competent corporate committees.

<PAGE>

      4.03. Affirmative Covenants for GT. As long as any Promissory Note
continues fully or partially unpaid, and as long as Borrower has any payment
liability according to this Agreement, except for the obligations of Borrower
that subsist according to Clause 2.10 (c), unless otherwise consented in writing
by Bank, GT binds itself to:

      (a) Financial Statements. As soon as available, but in any case, within
180 (one hundred eighty) calendar days immediately after the close of every
fiscal year, provide Bank a copy of its audited consolidated financial
statements for that fiscal year, that include the general balance sheet,
consolidated profit and loss statements, statements of changes in the financial
condition and of variations in net worth for that fiscal year according to GAAP,
together with an audit report by any independent public accountant firm
recognized in the jurisdiction where it is located.

      (b) Inspection Rights. By request from Bank (through the corresponding
contact officer), at least 7 (seven) calendar days before, permit the
representatives designated in writing by Bank to inspect the accounting records
and/or properties of GT and interview its respective officers and outside
auditors during business days and hours, sustaining confidentiality over the
information which they have access to.

                                      FIFTH
                                   SURETY BOND

      5.01 Surety Bond. Guarantor hereby unconditionally and irrevocably
guarantees prompt payment by Borrower of all and each present or future amounts
owned by Borrower according to this Agreement and the Promissory Notes, and
payment at maturity, whether such maturity is scheduled or early, of the full
amount of principal, interest, charges, commissions, as well as exact and prompt
compliance of all and each of other obligations derived against Borrower from
this Agreement and from the Promissory Notes, including payment of Taxes
according to Clause 2.10 and expenses incurred by Bank in exercising its rights
according to this Agreement and/or the Promissory Notes according to Clause 7.05
of this Agreement (all such amounts, interest, charges, commissions and other
obligations shall hereinafter be the "OBLIGATIONS"). Hereinafter, the surety
bond granted by Guarantor according to this Clause shall be the "SURETY BOND".

      In addition to payment or fulfillment of the Obligations, the Surety Bond
hereby granted shall secure due compliance by Borrower of any other additional
amount that, as the case may be, is disbursed or delivered by Borrower under
this Agreement and the Promissory Notes, as well as payment of any other
obligation for Borrower derived from restructure, novation, extension or delay
of this Agreement, as long as such restructure, novation, extension or delay has
been previously approved in writing by Guarantor. To this effect, Guarantor
reserves to itself its consent for Bank to grant extensions, delays or renewals
concerning payment or fulfillment of the Obligations of Borrower, which Bank
must previously obtain in writing in order that this Surety Bond not be
considered extinct.

<PAGE>

      Additionally, Guarantor binds itself to "as guarantor" subscribe the
Promissory Notes established in Clause 2.02 of this Agreement.

      Guarantor guarantees that the Obligations shall be strictly paid according
to the terms and conditions stipulated in this Agreement, the Promissory Notes,
or any modifications thereof, as long as they have been previously authorized in
writing by Guarantor, notwithstanding any legal provision, regulation or
ordinance currently or further in effect in any jurisdiction that affects any of
such terms or rights of Bank under this Agreement and/or the Promissory Notes.
The responsibility of Guarantor according to this Surety Bond shall absolutely
and unconditionally subsist, notwithstanding:

      (i) any change in the term, manner or place of payment, or any other term
of this Agreement, the Obligations or any other modification or waiver of the
original terms of this Agreement, the Obligations or this Surety Bond previously
authorized in writing by Guarantor; or

      (ii) any change, release, modification or waiver of the original terms of
this Agreement, the Obligations, or any previous consent previously granted in
writing for each of such cases by Guarantor, to drift away from the terms
stipulated in this Agreement, the Obligations, or any other act or accessory
document thereof; or

      (iii) any exchange control system, system limiting transparency of funds
or other measure delaying or preventing due fulfillment by Borrower of its
Obligations under this Agreement and the Obligations; or

      (iv) any insolvency proceeding, bankruptcy, insolvency or reorganization,
or other similar proceeding where Borrower is involved; or

      (v) any other circumstance that might otherwise constitute an exception or
release for Borrower.

      The Surety Bond shall continue in effect or shall be reestablished, as the
case may be, if at any time payment of any of the Obligations were returned or
should have to be in any manner reimbursed to Bank for any reason due to
insolvency proceedings or bankruptcy of Borrower, or for any other reason, in
which case such payment shall be understood as not made.

      Additionally, the parties expressly agree that the Surety Bond shall
subsist until the Bank has been fully paid the entire amount owed to it on
account of the Obligations assumed by Borrower in this Agreement, including
accessories and other legal consequences, even though: (i) Borrower is granted
an extension or delay, as long has these have been previously consented in
writing by Guarantor; (ii) Bank releases Borrower from the debt, and because of
such release the Obligations are subject to new liens or conditions, in which
case such release of debt must be previously consented to in writing by
Guarantor; or (iii) Bank does not judicially claim against Borrower fulfillment
of the main Obligations

<PAGE>

within the month after expiration of the term, or when the principal debt
becomes demandable at sight, or (iv) during more than 3 (three) months, Bank
unjustifiably ceases to pursue the action filed against the debtor.

      For purposes of Article 2813 of the Civil Code for the Federal District
and corresponding articles of the Civil Codes of the other States of the Mexican
Republic and of the Federal Civil Code, supplementary for any deficiency in
mercantile matters, Borrower binds itself to obtain written consent from
Guarantor for the waivers referred to in such Article. Copy of such consent must
be delivered to Bank within 5 (five) Business Days after it has been obtained.

      5.02. Waiver. (i) Except for the provisions of section (ii) below,
Guarantor hereby, and throughout the valid term of this Surety Bond, waives any
proceeding, filing, request, objection, notice of acceptance and any other
notice with respect to any of the Obligations and this Surety Bond, and any
request that Bank or by any of its assigns or transferees, exercise any right or
undertake any measure against Borrower or any other Person for the execution of
this Surety Bond. Guarantor accepts that if Borrower ceases to partially or
fully pay any of the Obligations according to this Clause, Guarantor shall
proceed to punctually pay them without requiring request or notice whatsoever,
which Guarantor hereby expressly waives, and also expressly waives the benefits
of division, order and discussion and the rights granted by articles 3814, 2815,
2822 and 2823 of the Civil Code for the Federal District and corresponding
articles of the Civil Codes of the other States of the Mexican Republic and of
the Federal Civil code, supplementary for any deficiency in mercantile matters.

      (ii) Notwithstanding the provisions of Clause 5.02 (i) above, before
demanding payment from Guarantor, Bank must extra-judicially request payment of
the Obligations according to this Agreement, primarily from Borrower (in such
case only requiring simple written request for payment issued to Borrower with
copy to Guarantor, which the parties agree shall not be necessary through
judicial means); consequently, if Borrower does not provide payment within the
term established in such request, Bank may claim against Guarantor payment of
the Obligations past due through simple written notice as provided in this
Agreement.

      5.03. Subrogation. During the valid term of this Surety Bond Guarantor may
not exercise any right acquired through subrogation according to this Surety
Bond, by virtue of any payment made by them according to this Surety Bond, as
long as the Obligations have not been paid in full to Bank, its assigns or
transferees. The foregoing, unless Borrower files a voluntary proceeding aimed
at reaching insolvency proceedings, in which case such limitation shall not be
applicable to Guarantor.

      For purposes of Article 2845 of the Civil Code for the Federal District
and corresponding articles of the Civil Codes of the other States of the Mexican
Republic and of the Federal Civil Code, supplementary for any deficiency in
mercantile matters, the parties agree that Guarantor shall be released from its
obligation as long as it cannot

<PAGE>

subrogate itself in the rights of Bank due to fault or negligence directly
attributable to Borrower, and determined through ruling in first instance by a
competent judge.

      If Borrower should pay Guarantor any amount on account of such subrogation
rights, and any the Obligations are past due, unless payment is made as a result
of mercantile bankruptcy proceedings according to the above paragraph, the
amount(s) thereby delivered shall be kept under deposit and custody by
Guarantor, and shall be delivered immediately to Bank for credit to the balance
past due of the Obligations not settled by Borrower, according to this
Agreement, in the payment account theretofore instructed by Bank. In such case,
Guarantor shall be considered receiver of such amounts, with the obligation to
invest them in fixed income instruments in the same currency as the Obligations,
in the understanding that yield thereof shall also be delivered to Bank for
allocation to the past due Obligations according to the above terms.

      Once the Obligations have been fully settled, Guarantor shall subrogate
itself in the rights held by Bank under this Agreement according to the terms of
the applicable regulations, in which case Bank shall by no means be responsible
for the legitimacy and acceptability of such rights or, as the case may be, with
respect to the solvency of Borrower.

                                      SIXTH
                             CASES OF NONCOMPLIANCE

      6.01. Cases of Noncompliance. If there occur and subsist any of the events
described below (each one a "CASE OF NONCOMPLIANCE"), through written notice
issued by Bank to Borrower with copy to Guarantor at least 5 (five) Business
Days before the date when, as the case may be, the period expires to correct the
Case of Noncompliance according to this Agreement (i) if the Draw has not
occurred, declare extinguished its commitment, and immediately, the obligation
for Bank to permit the Draw shall be extinguished, and (ii) if the Draw has not
occurred, declare past due and immediately payable principal due of the Loan,
interest earned and not paid, and all other amounts payable according to this
Agreement, in which case the Promissory Notes, principal due of the Loan,
interest earned and not paid, and all other amounts owed by Borrower to Bank
according to this Agreement and the Promissory Notes shall fall due and be
payable immediately without requiring a filing, requirement, request, objection
or any other notice, either judicial or extra-judicial, all of which Borrower
hereby expressly waives, in the understanding that, unless otherwise provided
for, Borrower shall have 2 (two) Business Days to remedy the Case of
Noncompliance referred to in section (n) below:

      (a)   If upon maturity (either on a scheduled maturity date, because of
            early maturity or for any other reason), Borrower does not pay for
            (i) principal of the Loan or of any Promissory Note; or (ii) any
            amount of interest earned or any amount payable according to this
            Agreement or the Promissory Notes, and such default in paying
            interest or any other amount due according to this Agreement or the
            Promissory Notes, other than the principal amount, were not
            corrected within 5

<PAGE>

            (five) calendar days after the date when such payments should have
            been made; or

      (b)   If any statement issued by Borrower or Guarantor according to this
            Agreement, or any certification or document delivered by Borrower or
            Guarantor in compliance of their obligations under this Agreement
            were incorrect or false in any relevant aspect at the time when
            made, and such noncompliance is not corrected within 30 (thirty)
            calendar days after (i) the date when any Head Officer of Borrower
            or of Guarantor, as the case may be, were informed of such
            noncompliance, or (ii) the date when Bank notified Borrower or
            Guarantor of such error, whichever occurs first; or

      (c)   If Innova or any of its Significant Subsidiaries or GT (i) default
            in their obligations or in any of their Debts, or fail in their
            obligation to secure or pay for any Derivate in one operation or in
            series of operations, whether or not these are inter-related, if
            such default involves an amount (individually or collectively with
            the other Debts not settled) above US$100,000,000.00 (One Hundred
            Million Dollars 00/100) (or the equivalent in Pesos) or interest
            thereof when due, whether this is conventional, on account of
            obligatory early payment or in any other manner, and such
            noncompliance subsists after expiration of the applicable grace
            period, as the case may be, stipulated in the agreement or
            instrument related to such Debt, or otherwise (ii) fails to comply
            with any other term, pact or condition contained in the agreement or
            instrument related to such Debts and such noncompliance subsists
            after expiration of the applicable grace period, as the case may be,
            stipulated in such agreement or instrument, regardless of whether
            such Debt is or not declared past due early; or

      (d)   If Borrower or any of its Significant Subsidiaries or GT should
            admit in writing their incapacity to pay their debts, or make a
            general assignment of properties in benefit of creditors, or
            mercantile bankruptcy proceedings, or reorganization or similar
            proceedings were filed against Borrower or any of its Significant
            Subsidiaries or GT without request or consent by Borrower or its
            Significant Subsidiaries or GT, as long as such proceedings remain
            without being rejected or dismissed during a period of sixty (60)
            calendar days or more; or

      (e)   If any Government Authority should confiscate, expropriate or assume
            custody or control of all or any important part of the properties of
            Borrower or its Significant Subsidiaries, or displace the management
            of Borrower or its Significant Subsidiaries, or substantially limit
            its authority to operate its business or exercise control over any
            of its Significant Subsidiaries, or of all or any important part of
            its Significant Subsidiaries, and such action has or might
            reasonably have a significant adverse effect on the business,
            assets, responsibilities, condition (financial or of any other
            nature), licenses, operation or projects of Borrower or of any of
            its Significant Subsidiaries, or in the capacity of Borrower to pay
            the Loan or comply with its obligations derived

<PAGE>

            from this Agreement and/or the Promissory Notes; or if any
            franchise, license, authorization or important concession of
            Borrower or of any of its Significant Subsidiaries is terminated or
            substantially modified and such termination or substantial
            modification has, or might reasonably have a significant adverse
            effect on the business, assets, responsibilities, condition
            (financial or of any other nature), licenses, operation or projects
            of Borrower or of any of its Significant Subsidiaries, or on the
            capacity of Borrower to pay the Loan or comply with its obligations
            derived from this Agreement and/or the Promissory Notes, and in all
            the above cases, such action by the Government Authority remains
            without being rejected or dismissed for a period of sixty (60)
            calendar days or more; or

      (f)   If at any time during the valid term of this Agreement Borrower
            fails to comply with any of its obligations stipulated in sections
            (b), (c)(iv) and (i) of Clause 4.01 of this Agreement and sections
            (a), (b), (c) and (d) of Clause 4.02 of this Agreement; or

      (g)   If at any time during the valid term f this Agreement Borrower or
            Guarantor fail to comply with any of their other obligations or any
            of the terms, pacts or understandings set forth in this Agreement,
            and such noncompliance were not corrected within the first 30
            (thirty) calendar days after the date when Bank notifies this to
            Borrower, as the case may be; or

      (h)   If any event or condition occurs which, the Bank determines to have
            or that might have an adverse effect on the capacity of GT, Innova
            or the Significant Subsidiaries to pay the Loan or comply with the
            obligations derived from this Agreement and/or the Promissory Notes;
            or

      (i)   If one or more court rulings or decrees are pronounced against GT,
            Innova or any of its Significant Subsidiaries, involving a total
            contingency (that is not paid or not totally protected by insurance)
            of US$50,000,000.00 (Fifty Million Dollars 00/100) (or the
            equivalent in Pesos) and if such court rulings or decrees are not
            dismissed, invalidated or guaranteed while being appealed within the
            first 40 (forty) calendar days after the day of such ruling, or
            within the legal term for the respective appeal, or if they are not
            reserved by GT, Borrower or the Significant Subsidiary involved
            according to GAAP, or according to the applicable and generally
            accepted accounting principles of the Significant Subsidiary
            involved, as the case may be; or

      (j)   If the credit rating of GT on the execution date of this Agreement
            (per the date of this Agreement it is BBB and BAS by S&P and Moody's
            respectively) is reduced to BB and Ba2 by either S&P or Moody's
            respectively, according to the pertinent rating scale, unless (i)
            Innova proves that on such date it has an Investment Grade by
            Moody's or S&P; or (ii) Innova has a Consolidated Leverage Index
            equal or below 2 to 1 and an Interest Coverage Index equal to or

<PAGE>

            above 4 to 1, calculated per the date when the credit rating of GT
            is reduced, or (iii) GT is substituted by another guarantor who is
            reasonably accepted by Bank within no more than 30 (thirty) calendar
            days after the credit rating of GT is reduced; or

      (k)   If Innova or its Significant Subsidiaries are declared in arrears,
            and such noncompliance causes a relevant adverse effect that may
            result in default in the obligations of Borrower as provided for in
            this Agreement; or

      (l)   If on any occasion and for any reason attributable to Borrower or
            Guarantor (except for payment of the Loan or compliance of existing
            obligations according to it), this Agreement and/or the Promissory
            Notes cease to have full force and effect, or Borrower and/or
            Guarantor object against the validity or enforceability of this
            Agreement and/or of the Promissory Notes; or

      (m)   If Borrower unjustifiably ceases to pay any tax debt or dues to the
            Mexican Social Security, or the Workers' National Housing Fund, or
            to the Retirement Savings System, except in the means that the above
            cannot reasonably result in a significant adverse effect over the
            financial condition or the Principal Business of Borrower or in the
            capacity of Borrower to pay for the Loan or comply with the
            obligations derived from this Agreement or from the Promissory
            Notes, and unless Borrower in good faith objects against the
            corresponding resolution through the appropriate procedures, filed
            and conducted promptly and diligently, and for which it establishes
            adequate reserves according to GAAP; or

      (n)   If at any time during the valid term of this Agreement and for any
            reason directly attributable to Borrower or to Guarantor (i) the
            Surety Bond or any other of the present or future guarantees granted
            in favor of the Bank to secure obligations derived against Borrower
            from this Agreement cease to be enforceable or valid; or (ii) of the
            party granting the Surety Bond or such guarantees were to claim that
            such guarantees are void or null.

                                     SEVENTH
                                  MISCELLANEOUS

      7.01. Modifications. No modification or waiver of any right derived from
this Agreement, and no consent to any divergence by Borrower of its obligations
derived form this Agreement shall have effect unless evidenced in writing and
subscribed by Bank, and in such case, such modification, consent or waiver shall
only have effect in relation to the specific purpose for which it has been
granted.

      7.02. Waivers. Joinder of Remedies. No failure or delay by Bank in
exercising any of its rights, powers of authority or actions according to this
Agreement may be considered as a waiver of them, nor may any singular or partial
exercise of any of such rights, powers of authority or actions prevent any other
or further exercise of them, or exercise of any

<PAGE>

other right, power of authority or action. The rights and actions provided for
in this Agreement are addable and do not exclude any right or action whatsoever
provided for in the Law.

      7.03. Information. (a) Seeking to comply with the provisions of the Law
for the Regulation of Credit Information Companies, on this date Borrower and
Guarantor authorize Bank to periodically inquire with credit information
companies concerning the credit records of Borrower and Guarantor, and that it
be authorized to provide information to these companies credit information
concerning Borrower and Guarantor.

      (b) In addition to the persons and authorities referred to in Articles 93
and 117 of the Credit Institutions Law, Borrower and Guarantor authorize Bank to
reveal information derived from the operations referred to in this Agreement, to
(i) other financial entities forming part of the financial group of Bank
(exclusively in the means permitted by the Credit Institutions Law), and to the
Person holding direct or indirect control over Borrower, (ii) the regulating
authorities with the jurisdiction where the Persons holding direct or indirect
control over Bank are established, (iii) the Central Bank of Mexico, (iv)
persons with whom Bank enters into agreements according to Clause 7.06, and (v)
the persons thus agreed on by the parties in writing.

      7.04. Notices, Etc. Unless otherwise stipulated in this Agreement,
notifications or notices contemplated herein shall be issued in writing and
forwarded by facsimile or shall be delivered to each party of this Agreement at
the addresses given below their names on the pages of this Agreement bearing the
signatures by each party, or any other address notified in writing by any party
to the other parties of this Agreement. All notifications and notices delivered
at the address of the corresponding party shall have effect on the date when
delivered, and those forwarded by facsimile shall have effect when the addressee
issues written acknowledgement of receipt of the corresponding notification or
notice.

      7.05. Costs and Expenses. Borrower also agrees that upon request from Bank
it shall pay for all losses, costs and expenses, if any, in relation to
enforcement of this Agreement and of the Promissory Notes, as well as of any
other document that must be delivered according to this Agreement.

      7.06. Assignment. Borrower may not assign its rights or obligations
derived from this Agreement without previous written consent granted by Bank.
Bank may assign its rights and obligations derived from this Agreement and from
the Promissory Notes to (i) with previous notice issued to Borrower 10 (ten)
Business Days in advance, and as long as such assignment is made in favor of the
Affiliates and/or Subsidiaries of Bank or to the trusts where Bank and/or its
Affiliates and/or its Subsidiaries act as trustors and beneficiary in any
location, (ii) to any credit institution or Mexican insurance institution,
through simple written notice issued to Borrower 7 (seven) days in advance, but
without requiring consent by Borrower (except for institutions forming part of
Grupo Salinas); or (iii) to any other Person, as long as it has obtained consent
from Borrower, which may not be unjustifiably rejected. In case Bank makes any
assignment according to this Clause, the

<PAGE>

assignee shall acquire the same rights and benefits against Borrower as those it
would have with respect to the rights and obligations that were assigned to
itself if originally it were the Bank according to this Agreement.

      By request from Bank, Borrower and Guarantor bind themselves to substitute
the Promissory Notes issued according to this Agreement if so required by Bank
due to assignments or participations made according to this Clause, in the
understanding that for such substitution, Bank binds itself to return to
Borrower the substituted Promissory Notes against delivery or the new Promissory
Note(s) by Borrower, if such substitution is made in one of the offices of Bank.

      Subject to the provisions of this Clause, the Promissory Notes issued
according to this Agreement may be discounted, transferred or assigned by Bank
according to Article Two Hundred Ninety-Nine of the General Law of Negotiable
Instruments and Credit Operations, in which respect Borrower hereby expressly
authorizes it, and Borrower hereby waives that it be delivered or credited
interest referred to in the second paragraph of Article Two Hundred Ninety-Nine
of the General Law of Negotiable Instruments and Credit Operations.

      7.07. Compensation. (a) On any date when:

      (i)   Borrower must pay Bank any amount according to this Agreement and/or
            the Promissory Notes, either on account of principal, interest or
            any other item, or

      (ii)  There occurs any Case of Noncompliance and any grace period
            applicable to it has expired, and principal of the Loan has been
            declared past due,

In such case, in the means permitted by the Law, Borrower authorizes and
irrevocably grants powers of authority to Bank to charge against any deposit
and/or account kept by Borrower with Bank (including, without limitation,
deposits and/or accounts, accounts at sight, savings accounts, term accounts,
provisions or definite accounts), expressly excluding funds derived from
payments by Bank, acting as trustee in trust agreements where Borrower is
beneficiary, deposited in the accounts of Borrower specifically opened for such
purposes; in the understanding that this exception shall not be applicable if
there exists a Case of Noncompliance of payment according to the terms of this
Agreement, and compensate against any Debt which Bank might have in favor of
Borrower for any matter, for as much as a sum equal to the amount not paid to
Bank, in the case of sub-section (i) above, and to the total amount of the
principal amount defaulted of the Loan, plus interest and accessory amounts, in
the event of sub-section (ii) above, without requiring any notice, requirement
or complaint whatsoever.

      (b) Bank shall notify Borrower as soon as possible, but in any case,
within 3 (three) Business Days after the date when Borrower applies the charge
or corresponding compensation as permitted under this Clause, in the
understanding that failure to make such

<PAGE>

notification shall by no means whatsoever affect the validity of such charge or
compensation. The right of Bank according to this Clause is additional to any
other right (including other compensation rights) that Bank might hold.

      7.08. Jurisdiction. The parties of this Agreement express and irrevocably
bind themselves to the jurisdiction of the competent federal courts of Mexico
located in the Federal District, Mexico for any action or procedure related to
this Agreement, and express and irrevocably hereby waive any other jurisdiction
that might currently or further correspond to them in virtue of their respective
present domiciles or any other future domicile, or for any other reason.

      7.09. Applicable Law. This Agreement shall be governed by and interpreted
according to the applicable federal laws of Mexico.

      7.10. Headings. The headings of the Clauses and subdivisions of these used
in this Agreement are only meant for convenience of the parties and may not
affect the interpretation of this Agreement.

      7.11. Copies. This Agreement is signed in three (3) copies, which shall
constitute a same instrument, one for Borrower, one for Bank and one for
Guarantor.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>

In virtue of the above, the parties have executed this Agreement on the date
mentioned in the introduction.

INNOVA, S. DE R.L. DE C.V. as              Address:
Borrower                                   Insurgentes Sur 694 - 6 degrees piso
                                           Colonia del Valle
                                           03100 Mexico, D.F.

By: /s/ Alexandre Moreira Penna Da Silva
   ------------------------------------
Name: Alexandre Moreira Penna Da Silva     Attention: Administration and Finance
Title: Attorney in Fact                    Vice-President
                                           Copy:      Chief Legal Officer
                                           Telephone: (55)5448-4131
                                           Facsimile: (55)5448-4047

By: /s/ Carlos Ferreiro Rivas
   ------------------------------------
Name: Carlos Ferreiro Rivas
Title: Attorney in Fact

BANCO NACIONAL DE MEXICO, S.A.             Address:
INTEGRANTE DEL GRUPO FINANCIERO            Act. Roberto Medellin No. 800
BANAMEX                                    Torre Sur, Piso 4
                                           Colonia Santa Fe
By: /s/ Juan Carlos Perez Rocha Ituarte    01210, Mexico, D.F.
   ------------------------------------
Name: Juan Carlos Perez Rocha Ituarte
Title: Attorney in Fact                    Attention: Juan Carlos Perez Rocha
                                           And/or Miguel Angel Soto Gutierrez
                                           Telephone: 2262-3787
By: /s/ Emilia Ponce Garcia                Facsimile: 2226-2912 / 2226-2927
   ------------------------------------
Name: Emilia Ponce Garcia
Title: Attorney in Fact

This page bears a stamp with signature by the Sky Legal Department.

<PAGE>

GRUPO TELEVISA, S.A. as Guarantor           Address:
                                            Avenida Vasco de Quiroga No. 2000
By: /s/ Salvi Rafael Folch Viadero          Edificio A, Piso 4
   ---------------------------------------  Colonia Zedec Santa Fe
Name: Salvi Rafael Folch Viadero            01210 Mexico, D.F.
Title: Attorney in Fact

By:  /s/ Jorge Agustin Lutteroth Echegoyen  Attention: Salvi R. Folch Viadero
    --------------------------------------  and/or Guadalupe Phillips
Name: Jorge Agustin Lutteroth Echegoyen     Telephone: 5261-2135
Title: Attorney in Fact                     Facsimile: 5261-2039

                                            Copy to:

                                            Chief Legal Officer
                                            Address:
                                            Avenida Vasco de Quiroga No. 2000
                                            Edificio A, Piso 4
                                            Colonia Zedec Santa Fe
                                            01210 Mexico, D.F.

                                            Attention: Joaquin Balcarcel Santa
                                                       Cruz
                                            Telephone: 5261-2433
                                            Facsimile: 5261-2546

This page bears a stamp and signature by Televisa.

<PAGE>

                                 Attachment "A"
                            [FORM FOR NOTICE OF DRAW]

                                                                          [Date]

Banco Nacional de Mexico, S.A.
Integrante del Grupo Financiero Banamex
Act. Roberto Medellin No. 800, Torre Sur, Piso 4
Colonia Santa Fe
01210 Mexico, Distrito Federal

Attention:
Facsimile: ___________, Telephone: ___________

Ladies and Gentlemen:

      The undersigned, Innova, S. de R.L. de C.V., refers to Simple Loan
Agreement dated March 10, 2006 (the "LOAN AGREEMENT"; capitalized terms not
expressly defined herein shall have the meaning attributed to them in the Loan
Agreement), executed between the undersigned as Borrower, Banco Nacional de
Mexico, S.A., Integrante del Grupo Financiero Banamex, as Bank, and Grupo
Televisa, S.A., as Guarantor, hereby irrevocably notifies Bank according to
Clause 2.02 of the Loan Agreement, that the undersigned requests Draw for the
full amount of the Loan, and according to the Loan Agreement, and for such
purpose establishes that the Business Day of such Draw be _____ 2, 006. Borrower
hereby instructs Bank that the Draw be deposited in checking account number
27/9978005 CLABE: 002180002799780052 kept by Borrower in Banco Nacional de
Mexico, S.A., Integrante del Grupo Financiero Banamex.

      The undersigned hereby certifies (i) that all and each of the
representations set forth by the undersigned in the Loan Agreement are true and
correct per the date of this communication, and shall be true and correct in all
significant aspects on the date when the Draw is made, as if issued on and per
such date (except in the means that such representations refer to a specific
previous date, in which case such representations must be true and correct in
all significant aspects per such previous date), (ii) that no Case of
Noncompliance has occurred nor continues, nor may result from such Draw or from
applying the funds derived from it, and (iii) there has not occurred any event
or condition that has or might have a significant adverse effect on the
business, assets, responsibilities or condition (financial or of any other
nature) of Borrower or of any of its Significant Subsidiaries, that might
significantly affect the result of the operations or projects of Borrower or of
any of its Significant Subsidiaries, or the capacity of Borrower to pay the Loan
or to comply with its obligations according to this Agreement and the Promissory
Notes.

<PAGE>

                                  Yours truly,

                           Innova, S. de R.L. de C.V.

By: ______________________________            By: _____________________________
Name: Alexandre Moreira Penna Da              Name: Carlos Ferreiro Rivas
Silva                                         Title: Attorney in Fact
Title: Attorney in Fact

<PAGE>

                                 Attachment "B"
                             [PROMISSORY NOTE FORM]

                                                       Promissory Note [1] [2]/2
                                                 This promissory note forms part
                                             of a series of two promissory notes

                                 PROMISSORY NOTE
                                 NON-NEGOTIABLE

FOR VALUE RECEIVED, the undersigned, Innova, S. de R.L. de C.V. ("SUBSCRIBER"),
hereby unconditionally promises to pay to the order of Banco Nacional de Mexico,
S.A., Integrante del Grupo Financiero Banamex ("BANK"), the principal amount
of        $[________].00 ([________] pesos 00/100 Mexican Currency), precisely
on [________], 2016 ("DUE DATE").

If any payment of principal by Subscriber according to this Promissory Note is
due and payable on demand on a day other than a Business Day (as such term is
further defined), such payment shall due and payable on demand on the
immediately previous Business Date.

Subscriber also unconditionally promises to pay interest on the balance past due
of principal of this Promissory Note, from and including the date of this Note,
but excluding the date when balance of principal past due of this Note is paid
in full, at an applicable annual rate that, during every Interest Period (as
such term is further defined), equal to 8.74% (eight point seventy-four)
percent) per year (the "INTEREST RATE"). Interest shall be payable when due, on
each Interest Payment Date (as such term is further defined).

Subscriber also unconditionally promises to pay penalty interest over the
balance past due of this Promissory Note since the date when it defaults in any
payment of principal or interest of this Promissory Note as provided for herein,
and until the date when principal past due of this Promissory Note is paid in
full, at an annual rate equal to the result of adding the Interest Rate plus 200
(two hundred) base points, for which the interest shall be payable at sight.

Interest earned according to this Promissory Note shall be calculated for days
actually passed based on a three hundred sixty (360) day year (including the
first day, but excluding the last day).

All payments according to this Promissory Note must be made to the holder of
this Note no later than 14.00 hours (Mexico City, Federal District time) on the
date when due, through electronic transfer in pesos and in funds freely
available on the same day, in any branch of Bank inside territory of Mexico,
without for such purposes considering automatic teller branch offices and those
inside corporations (SEC), or in any other location or form duly notified by the
holder of this Note to Subscriber in writing.

<PAGE>

Subscriber shall pay to the holder of this Promissory Note all amounts of
principal, interest and other amounts payable according to this Note, free,
exempt and without any deduction on account of any Tax currently or further
applicable to such amounts, payable in any jurisdiction, except for income tax
(or any substitute tax) payable by any creditor on income or total assets
according to the laws, regulations and other legal provisions of Mexico. If at
any time any authority from any jurisdiction entitled to, imposes, charges or
collects any tax, government charge, contribution, tribute, withholding,
deduction, burden, lien or other tax liability, together with interest,
surcharges, sanctions, fines or charges resulting from these ("TAXES"), on or
with respect to this Promissory Note, or to any payment required according to
it, Subscriber shall, on behalf of the holder of this Note, pay to the
corresponding tax authority the amount of any of such taxes, and shall pay to
the holder of this Promissory Note additionally amounts required to assure that
the holder of this Promissory Note receives the full amount it would have
received had such Taxes not been paid, and shall deliver to the holder of this
Promissory Note the original receipts or other evidence satisfactory to the
holder of this Promissory Note, of payment of any Tax within 30 (thirty) days
after the date such Tax is payable on demand according to the applicable legal
provisions; all of the above, unless any of such Taxes result from the serious
negligence, deceit or bad faith by the holder of this Promissory Note, or in
case of income tax (or any substitute tax) payable by any creditor on its income
or total assets according to the laws, regulations and other legal provisions of
Mexico.

For purposes of this Promissory Note, the following terms shall have the
following meanings:

"BUSINESS DAY" means any day, except Saturday and Sunday, and any obligatory day
of rest in Mexico City, or a day when banking institutions are authorized or
obliged by the law or other government provision to remain closed.

"INTEREST PAYMENT DATE" means the last day of each Interest Period.

"INTEREST PERIOD" means every period of approximately one (1) month based on
which interest earned from principal past due of the Loan; in the understanding
that (i) the first Interest Period shall begin on the Date of this Promissory
Note and end on the immediately following calendar month, on the date that
numerically corresponds to the day when the Draw from the Loan was made, (ii)
every subsequent Interest Period shall begin on the day after the last day of
the immediately previous Interest Period and end on the calendar month
immediately after the month in which the immediately previous Interest Period
ended, on the day that numerically corresponds to the day when the Draw from the
Loan was made, (iii) any Interest Period in effect on the maturity date of the
Loan shall end on that Maturity Date, and (iv) if the calendar month in which an
Interest Period must end does have a day that numerically corresponds to the day
when such Interest Period began, or to the day when the immediately previous
Interest Period expired, as the case may be, such Interest Period shall end on
the last day of that calendar month.

<PAGE>

This Promissory Note shall be governed and construed according to the laws of
the United Mexican States.

For any complaint, action or procedure derived from or in connection with this
Promissory Note, Subscriber and the holder of this Promissory Note express and
irrevocably bind themselves to the jurisdiction of the competent federal courts
of Mexico located in the Federal District, United States of Mexico; and hereby
express and irrevocably waive any other jurisdiction to which they might be
entitled by reason of their respective present or future domiciles, or by the
place of payment of this Promissory Note, or any other reason.

Subscriber hereby releases the holder of this Promissory Note from previously
handling any proceeding, complaint, objection, filing, notice of non-acceptance
and notice or complaint of any kind, to obtain payment of this Promissory Note,
which Subscriber hereby irrevocably waives.

No partial or individual exercise of any right, authority or privilege according
to this Promissory Note prevents or limits any other or future exercise of such
rights, authority or privileges, or the exercise of any other right, authority
or privilege according to this Promissory Note.

This Promissory Note forms part of a series of two promissory notes;
consequently, Subscriber and Guarantor agree that full or partial default in
paying for any amount of principal or interest contained in such notes shall
cause early maturity of the other promissory note, and both shall be payable at
sight.

Subscriber and Grupo Televisa, S.A. in its capacity as Guarantor, have signed
this Promissory Note on the date given below.

                   Mexico, Federal District [_________], 2006.

                                   SUBSCRIBER

                           INNOVA, S. DE R.L. DE C.V.

By: _____________________________             By: __________________________
Name: Alexandre Moreira Penna Da              Name: Carlos Ferreiro Rivas
Silva                                         Title: Attorney in Fact
Title: Attorney in Fact

<PAGE>

                                    GUARANTOR

                              GRUPO TELEVISA, S.A.

By: ___________________________             By: __________________________
Name: [_________]                           Name: [_________]
Title: Attorney in Fact                     Title: Attorney in Fact

<PAGE>

-     Copy of official identification of the attorneys in fact

<PAGE>

                                 Attachment "D"
                         [SIGNATURES CERTIFICATION FORM]

                                                                          [Date]

Banco Nacional de Mexico, S.A.
Integrante del Grupo Financiero Banamex
Act. Roberto Medellin No. 800, Torre Sur, Piso 4
Colonia Santa Fe
01210 Mexico, Distrito Federal
Attention: [-]
Facsimile: [-]
Telephone: [-]

Gentlemen:

I, the undersigned, [-] refer to Simple Loan Agreement dated March 10, 2006 (the
"LOAN AGREEMENT"; capitalized terms not expressly defined herein shall have the
meaning attributed to them in the Loan Agreement) executed by the undersigned as
Borrower, Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero
Banamex as Bank, and Grupo Televisa, S.A. as Guarantor.

In relation to the Loan Agreement and in accordance with Clause 3.01 (f) of
aforementioned Agreement, the undersigned certifies the signatures of the
officers of [-] authorized to subscribe the Loan Agreement, the Promissory Notes
and other documents which [-] must subscribe and deliver to Bank according to
the Loan Agreement.

[Name of officer]                      ________________________
[Title]                                [Signature]


[Name of officer]                      ________________________
[Title]                                [Signature]

Yours truly,
[-]

By: _________________________          By: ________________________
Name: [-]                              Name: [-]
Title: Attorney in Fact                Title: Attorney in Fact