<PAGE>
                                                                     EXHIBIT 2.1










                                    INDENTURE

                            Dated as of May 13, 2003

                                     between

                         AZTECA HOLDINGS, S.A. de C.V.,

                                    as Issuer

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

                                  US$80,082,000

                10 3/4% Senior Secured Amortizing Notes due 2008

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Rules of Construction..........................................33
SECTION 1.03.  Form of Documents Delivered to Trustee.........................33
SECTION 1.04.  Acts of Holders................................................33
SECTION 1.05.  Satisfaction and Discharge.....................................34

                                   ARTICLE II

                                   THE NOTES

SECTION 2.01.  Form of Notes; Book Entry Provisions; Title....................35
SECTION 2.02.  Execution and Authentication...................................39
SECTION 2.03.  Registrar and Paying Agent.....................................39
SECTION 2.04.  Paying Agent to Hold Money in Trust............................40
SECTION 2.05.  Registered Global Notes........................................41
SECTION 2.06.  Registration; Transfer and Exchange of Notes...................41
SECTION 2.07.  Definitive Notes...............................................46
SECTION 2.08.  Replacement Notes..............................................47
SECTION 2.09.  Outstanding Notes..............................................48
SECTION 2.10.  Temporary Notes................................................49
SECTION 2.11.  Cancellation...................................................49
SECTION 2.12.  Payment of Principal and Interest; Interest Rights
               Preserved......................................................49
SECTION 2.13.  Additional Amounts.............................................51
SECTION 2.14.  Notes Purchased in Part........................................52
SECTION 2.15.  Authorized Denominations.......................................53
SECTION 2.16.  Computation of Interest........................................53
SECTION 2.17.  Persons Deemed Owners..........................................53
SECTION 2.18.  CUSIP Numbers..................................................53

                                  ARTICLE III

                           REDEMPTION AND REPURCHASE

SECTION 3.01.  Notice of Redemption...........................................53
SECTION 3.02.  Notice to Trustee..............................................54
SECTION 3.03.  Selection of Notes to be Redeemed..............................54
SECTION 3.04.  Effect of Notice of Redemption.................................54
SECTION 3.05.  Deposit of Redemption Price....................................55
SECTION 3.06.  Notes Redeemed in Part.........................................55
SECTION 3.07.  Optional Redemption............................................55

                                      (i)

<PAGE>

SECTION 3.08.  Redemption for Tax Reasons.....................................56
SECTION 3.09.  Purchase of Notes by the Company...............................56

                                   ARTICLE IV

                                   COVENANTS

SECTION 4.01.  Payment of Notes...............................................56
SECTION 4.02.  Payment of Accrued Interest on the 2003 Notes..................57
SECTION 4.03.  Released 2003 Notes Collateral.................................57
SECTION 4.04.  Money for the Note Payments to be Held in Trust................57
SECTION 4.05.  Maintenance of Office or Agency................................58
SECTION 4.06.  Limitation on Other Business Activities........................58
SECTION 4.07.  Limitation on Indebtedness of the Company and Limitation
               on Preferred Stock of TV Azteca................................59
SECTION 4.08.  Limitation on Indebtedness of TV Azteca and its Restricted
               Subsidiaries...................................................61
SECTION 4.09.  Limitation on Restricted Payments..............................63
SECTION 4.10.  Limitation on Dividends and Other Payment Restrictions
               Affecting Certain Subsidiaries.................................68
SECTION 4.11.  Required Stock Ownership; Limitation on Liens..................69
SECTION 4.12.  Limitation on Sale and Leaseback Transactions by TV Azteca
               and its Restricted Subsidiaries................................70
SECTION 4.13.  Repurchase at the Option of Holders upon a Change of Control...71
SECTION 4.14.  Limitation on Asset Dispositions by TV Azteca and its
               Restricted Subsidiaries........................................71
SECTION 4.15.  Limitation on Transactions with Affiliates.....................72
SECTION 4.16.  Provision of Financial Information.............................73
SECTION 4.17.  Limitation on Designation of Unrestricted Subsidiaries.........74
SECTION 4.18.  Compliance Certificate; Notice of Default or Event of Default..74
SECTION 4.19.  Further Assurances.............................................75
SECTION 4.20.  Execution of Certain Collateral Documents......................76
SECTION 4.21.  Collateral Deposits............................................76
SECTION 4.22.  Rule 144A Information..........................................77
SECTION 4.23.  Additional Interest............................................77

                                   ARTICLE V

               MERGER, CONSOLIDATION, AND CERTAIN SALES OF ASSETS

SECTION 5.01.  Merger, Consolidation and Certain Sales of Assets..............77
SECTION 5.02.  Successor Company Substituted for the Company..................78

                                   ARTICLE VI

                             DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default..............................................79
SECTION 6.02.  Acceleration...................................................80


                                       (ii)

<PAGE>

SECTION 6.03.  Waiver of Past Default.........................................81
SECTION 6.04.  Cure, Waiver or Rescission of Cross-Acceleration or
               Payment Default................................................81
SECTION 6.05.  Control by Majority............................................82
SECTION 6.06.  Limitation on Suits............................................82
SECTION 6.07.  Rights of Holders to Receive Payment...........................83
SECTION 6.08.  Trustee May File Proofs of Claim...............................83
SECTION 6.09.  Priorities.....................................................83
SECTION 6.10.  Undertaking for Costs..........................................84
SECTION 6.11.  Waiver of Stay or Extension Laws...............................84
SECTION 6.12.  Trustee May Enforce Claims Without Possession of the Notes.....84
SECTION 6.13.  Restoration of Rights and Remedies.............................84
SECTION 6.14.  Rights and Remedies Cumulative.................................85
SECTION 6.15.  Delay or Omission Not Waiver...................................85

                                  ARTICLE VII

                                    TRUSTEE

SECTION 7.01.  Duties of Trustee..............................................85
SECTION 7.02.  Rights of Trustee..............................................86
SECTION 7.03.  Individual Rights of Trustee...................................87
SECTION 7.04.  Trustee's Disclaimer...........................................87
SECTION 7.05.  Notice of Defaults.............................................87
SECTION 7.06.  The Company to Furnish Trustee Names and Addresses of Holders..88
SECTION 7.07.  Preservation of Information; Communications to Holders.........88
SECTION 7.08.  Reports by Trustee.............................................88
SECTION 7.09.  Reports by the Company.........................................89
SECTION 7.10.  Compensation and Indemnity.....................................89
SECTION 7.11.  Replacement of Trustee.........................................90
SECTION 7.12.  Successor Trustee by Merger....................................92
SECTION 7.13.  Appointment of Co-Trustee or Separate Trustee..................92
SECTION 7.14.  Eligibility; Disqualification..................................93
SECTION 7.15.  Preferential Collection of Claims Against the Company..........93

                                  ARTICLE VIII

                                   DEFEASANCE

SECTION 8.01.  The Company's Option to Effect Legal Defeasance or
               Covenant Defeasance............................................94
SECTION 8.02.  Legal Defeasance...............................................94
SECTION 8.03.  Covenant Defeasance............................................94
SECTION 8.04.  Conditions to Legal Defeasance or Covenant Defeasance..........95
SECTION 8.05.  Deposited Money and U.S. Government Obligations to be Held
               in Trust; Miscellaneous Provisions.............................96
SECTION 8.06.  Reinstatement..................................................96


                                       (iii)

<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

SECTION 9.01.  Without Consent of Holders.....................................97
SECTION 9.02.  With Consent of Holders........................................97
SECTION 9.03.  Effect of Supplemental Indentures..............................99
SECTION 9.04.  Compliance with Trust Indenture Act............................99
SECTION 9.05.  Revocation and Effect of Consents and Waivers..................99
SECTION 9.06.  Notation on or Exchange of Notes...............................99
SECTION 9.07.  Trustee to Execute Supplemental Indentures and Consent to
               Amendment of the Collateral Documents..........................99

                                   ARTICLE X

                          MEETINGS OF HOLDERS OF NOTES

SECTION 10.01. Purposes for Which Meetings May Be Called.....................101
SECTION 10.02. Call, Notice and Place of Meetings............................101
SECTION 10.03. Persons Entitled to Vote at Meetings..........................101
SECTION 10.04. Quorum; Action................................................101
SECTION 10.05. Determination of Voting Rights; Conduct and Adjournment of
               Meetings......................................................102
SECTION 10.06. Counting Votes and Recording Action of Meetings...............102

                                   ARTICLE XI

                 2008 COLLATERAL PLEDGE AND COLLATERAL DOCUMENTS

SECTION 11.01. The 2008 Notes Collateral.....................................103
SECTION 11.02. Voting Rights and Payment of Dividends and Distributions in
               Respect of the 2008 Notes Collateral..........................104
SECTION 11.03. Remedies Upon Acceleration....................................104
SECTION 11.04. Rights to Release of the 2008 Notes Collateral................104
SECTION 11.05. Investment of Cash Amounts....................................108
SECTION 11.06. Limitation on Duty of Trustee in Respect of the
               Collateral Pledge.............................................108
SECTION 11.07. Registration Rights...........................................109
SECTION 11.08. Holders' Consent..............................................109

                                  ARTICLE XII

                                 MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls..................................110
SECTION 12.02. Notices.......................................................110
SECTION 12.03. Certificate and Opinion as to Conditions Precedent............111
SECTION 12.04. Statements Required in Certificate or Opinion.................111
SECTION 12.05. Rules by Trustee, Paying Agent and Registrar..................111
SECTION 12.06. Payments on Business Days.....................................111


                                       (iv)

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SECTION 12.07. Governing Law.................................................112
SECTION 12.08. Submission to Jurisdiction....................................112
SECTION 12.09. Currency Indemnity............................................112
SECTION 12.10. No Recourse Against Others....................................113
SECTION 12.11. Successors....................................................113
SECTION 12.12. Counterparts..................................................113
SECTION 12.13. Table of Contents; Headings...................................113
SECTION 12.14. Severability..................................................113
SECTION 12.15. Waiver of Jury Trial..........................................113


EXHIBIT A-1    FORM OF RESTRICTED REGULATION S GLOBAL NOTE; REGULATION S
               GLOBAL NOTE

EXHIBIT A-2    FORM OF 144A GLOBAL NOTE

EXHIBIT A-3    FORM OF INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE

EXHIBIT A-4    FORM OF EXCHANGE GLOBAL NOTE

EXHIBIT B      FORM OF DEFINITIVE REGISTERED NOTE

EXHIBIT C      FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER TO
               RESTRICTED REGULATION S GLOBAL NOTE

EXHIBIT D      FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER TO
               REGULATION S GLOBAL NOTE

EXHIBIT E      FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE TO 144A
               GLOBAL NOTE

EXHIBIT F      FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE TO
               INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE

EXHIBIT G-1    FORM OF CPO PLEDGE AGREEMENT

EXHIBIT G-2    FORM OF CPO PLEDGE AGREEMENT NOTICE

EXHIBIT H-1    FORM OF UNEFON PLEDGE AGREEMENT

EXHIBIT H-2    FORM OF UNEFON PLEDGE AGREEMENT NOTICE

EXHIBIT H-3    FORM OF ACCOUNT CONTROL AGREEMENT (DISTRIBUTIONS)

EXHIBIT H-4    FORM OF PLEDGE AND SECURITY AGREEMENT

EXHIBIT I-1    FORM OF PRENDA MERCANTIL

EXHIBIT I-2    FORM OF PRENDA MERCANTIL NOTICE

                                      (v)

<PAGE>

          INDENTURE,  dated as of May 13, 2003, between AZTECA HOLDINGS, S.A. de
C.V., a corporation (sociedad anonima de capital variable) established under the
laws of the United Mexican States,  its successors and assigns (the  "Company"),
as issuer, and THE BANK OF NEW YORK, a New York banking corporation,  as trustee
(the "Trustee").

                                    RECITALS

          The Company has duly  authorized the creation and issue of its 10 3/4%
Senior Secured  Amortizing Notes due 2008 (the "Initial Notes") of substantially
the tenor and amount  hereinafter  set forth and, if and when issued in exchange
for the Initial  Notes  pursuant to this  Indenture  and, as provided for in the
Registration  Rights Agreement (as defined below),  the Company's 10 3/4% Senior
Secured  Amortizing  Notes due 2008 issued on the  relevant  exchange  date (the
"Exchange Notes" and, together with the Initial Notes, the "Notes").

          All  things  necessary  to make the Notes  (as  defined  below),  when
executed by the Company and authenticated and delivered by the Trustee hereunder
and duly issued by the Company,  the valid obligations of the Company,  and this
Indenture a valid instrument of the Company,  in accordance with its terms, have
been done.

          NOW,  THEREFORE,   THIS  INDENTURE   WITNESSETH,   that,  for  and  in
consideration  of the  premises and the purchase of the Notes by the Holders (as
defined below) thereof,  it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 1.01 Definitions.  For all purposes of this Indenture,  except
                       -----------
as otherwise expressly provided or unless the context otherwise requires:

               (a) the terms defined in this Article have the meanings  assigned
          to  them  in this  Article,  and  include  the  plural  as well as the
          singular; and

               (b) all  accounting  terms not otherwise  defined herein have the
          meanings assigned to them in accordance with Mexican GAAP.

          "Account Control Agreement  (Distributions)"  means an account control
agreement in substantially the form set forth in Exhibit H-3 hereof, as the same
may be amended, supplemented or modified in accordance with the terms hereof and
thereof.

          "Act," when used with  respect to any Holder has the meaning set forth
in Section 1.04(a) hereof.

          "Additional Amounts" has the meaning set forth in Section 2.13 hereof.


<PAGE>


          "Additional Interest" has the meaning set forth in Section 4(a) of the
Registration Rights Agreement.

          "Additional Subsidiary" means any Subsidiary of the Company other than
TV  Azteca  and its  Subsidiaries,  provided  such  Subsidiary  does not own any
Capital  Stock  of,  or any Lien on any  property  of,  TV  Azteca or any of its
Subsidiaries.

          "Additional 2005 Notes" means 2005 Notes issued after the date of this
Indenture  from  time to  time  under  the  terms  and  conditions  of the  2005
Indenture.

          "Adjusted EBITDA" for any period means the sum of the amounts for such
period of (i) Consolidated Net Income, plus (ii) Consolidated  Interest Expense,
to the extent such amount was deducted in calculating  Consolidated  Net Income,
plus (iii) income and asset taxes,  to the extent such amounts were  deducted in
calculating Consolidated Net Income (other than income taxes (either positive or
negative) attributable to extraordinary gains or losses or to gains or losses on
sales of assets),  plus (iv) depreciation expense, to the extent such amount was
deducted in calculating  Consolidated Net Income, plus (v) amortization expense,
to the extent such amount was deducted in calculating  Consolidated  Net Income,
plus (vi) foreign  exchange  losses that are reported below the "operating  loss
(profit)" line on TV Azteca's  statement of results of operations and plus (vii)
all non-cash items that are reported below the "operating loss (profit)" line on
TV Azteca's  statement of results of operations  (including  monetary losses and
equity in losses  of  Persons  that are not  Restricted  Subsidiaries)  reducing
Consolidated  Net Income  (other than items that will require cash  payments and
for which an accrual or reserve is, or is required by Mexican GAAP to be, made),
less (viii)  deferred  income taxes and accrued  employee profit sharing amounts
(other than deferred income taxes (either positive or negative)  attributable to
extraordinary  and nonrecurring  gains or losses on sales of assets),  less (ix)
foreign  exchange gains that are reported  below the  "operating  loss (profit)"
line on TV Azteca's statement of results of operations and less (x) all non-cash
items that are reported below the "operating  loss (profit)" line on TV Azteca's
statement of results of operations  (including  monetary gains that are reported
and equity in earnings of Persons that are not Restricted Subsidiaries),  to the
extent increasing  Consolidated Net Income (other than items that will result in
the receipt of cash payments),  all as determined on a consolidated basis for TV
Azteca and its Restricted Subsidiaries in conformity with Mexican GAAP, provided
that, if any Restricted Subsidiary is not a Wholly Owned Restricted  Subsidiary,
Adjusted  EBITDA  shall be  reduced  (to the  extent  not  otherwise  reduced in
accordance  with Mexican GAAP or otherwise  reduced in calculating  Consolidated
Net Income) by an amount equal to (A) the amount of the  Consolidated Net Income
attributable to such Restricted Subsidiary multiplied by (B) the quotient of (x)
the number of shares of outstanding  Common Stock of such Restricted  Subsidiary
not owned on the last day of such  period by TV Azteca or any of its  Restricted
Subsidiaries  divided by (y) the total  number of shares of  outstanding  Common
Stock of such Restricted Subsidiary on the last day of such period.

          "Administrative Trust Agreement" means the Irrevocable  Administration
Trust  Agreement  relating to Trust No. 195 entered into by the Company,  Cotsa,
Mr.  Salinas  Pliego,  Mrs.  Salinas  Gomez and the  Administrative  Trustee  on
December 13, 2000, under the laws of the United Mexican States,  as the same may
be amended,  supplemented  or modified from time to time in accordance  with the
terms thereof.


                                       2

<PAGE>

          "Administrative  Trustee" means Banco Invex S.A., Institucion de Banca
Multiple, Invex Grupo Financiero, Division Fiduciaria, or any successor thereto.

          "ADSs" means American  Depositary Shares of TV Azteca,  each of which,
as of the date of this Indenture, represents sixteen CPOs of TV Azteca.

          "Affiliate"  of  any  Person  means  any  other  Person   directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  Person  means the power to direct the
management  and  policies of such  specified  Person,  directly  or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise,
including where a Person (i) holds a sufficient equity interest in a corporation
or a limited  liability  company to permit the Person to either elect a majority
of the Board of Directors or to control the  management  of the entity,  (ii) is
directly or indirectly the general partner of a limited  partnership or (iii) is
the managing partner of a partnership, and the terms "affiliated," "controlling"
and "controlled" have meanings  correlative to the foregoing,  provided that any
Person  (x)  owning or  controlling  10% or more of the  Series "A" shares of TV
Azteca (or any other  class or classes  of  Capital  Stock of the  Company or TV
Azteca  which  ordinarily  have  voting  power  for the  election  of at least a
majority of the  directors  of the Company or TV Azteca,  as the case may be) or
(y) of which the Permitted  Holders (so long as such  Permitted  Holders  remain
shareholders of the Company or TV Azteca,  as the case may be) own more than 10%
of the  outstanding  Capital  Stock,  will be deemed to be an  Affiliate  of the
Company or TV Azteca, as the case may be.

          "Amortization  Payment  Date"  means  any  date on  which a  scheduled
principal  amortization payment (and premium and Additional Amounts (if any)) is
required to be made hereunder.

          "Asset  Disposition"  means any transfer,  conveyance,  sale, lease or
other  disposition  (including  a  consolidation  or merger  or other  sale of a
Restricted  Subsidiary with, into or to another Person in a transaction in which
such Restricted Subsidiary ceases to be a Restricted  Subsidiary,  but excluding
(x) a disposition by a Restricted  Subsidiary to TV Azteca or another Restricted
Subsidiary or by TV Azteca to a Restricted Subsidiary;  provided,  however, that
any disposition to a Restricted Subsidiary that is not a Wholly Owned Subsidiary
of TV Azteca  shall be an "Asset  Disposition"  unless no Affiliate of TV Azteca
(other than a Wholly Owned  Subsidiary)  holds Capital Stock in such  Restricted
Subsidiary,  and (y) the  granting  of a Lien) of: (i)  shares of Capital  Stock
(other than directors' qualifying shares or other share dispositions required to
comply  with  applicable  law) or  other  ownership  interests  of a  Restricted
Subsidiary,  (ii)  substantially  all of the  assets  of TV Azteca or any of its
Restricted  Subsidiaries  representing  a division  or line of business or (iii)
other  assets  or rights  of TV  Azteca  or any of its  Restricted  Subsidiaries
(including Receivables) outside of the ordinary course of business,  provided in
each case that the aggregate consideration for such transfer,  conveyance, sale,
lease or other disposition is equal to US$2,000,000 or more; provided,  however,
that (a) for purposes of Section 4.14 hereof, the term "Asset Disposition" shall
exclude the Rights Grant, the Rights Exercise, the Unefon Sale Event or the sale
of any  Capital  Stock of Cosmo  and any  disposition  the  making of which is a
Permitted  Investment or is permitted by Section  4.09,  and (b) the term "Asset
Disposition" shall exclude transactions permitted under Section 5.01 hereof.

                                       3

<PAGE>


          "Attributable  Indebtedness"  means,  with  respect to any  particular
lease  under  which any Person is at the time liable and at any date as of which
the  amount  thereof is to be  determined,  the  present  value of the total net
amount of rent  required  to be paid by such Person  under the lease  during the
primary term thereof, without giving effect to any renewals at the option of the
lessee,  discounted  from the  respective  due dates thereof to such date at the
rate of interest  per annum  implicit in the terms of the lease.  As used in the
preceding  sentence,  the net amount of rent under any lease for any such period
shall mean the sum of rental and other payments required to be paid with respect
to such period by the lessee  thereunder  excluding  any amounts  required to be
paid by such lessee on account of  maintenance  and repairs,  insurance,  taxes,
assessments,  water rates or similar charges.  In the case of any lease which is
terminable  by the lessee  upon  payment  of a penalty,  such net amount of rent
shall also include the amount of such  penalty,  but no rent shall be considered
as required to be paid under such lease  subsequent to the first date upon which
it may be so terminated.

          "Azteca Holdings Series A Shares" means 2,301,957,280 ordinary, no par
value,  Series "A" shares of TV Azteca,  being all such shares outstanding as of
the  Issue  Date  that  are  directly  owned  by  the  Company  (subject  to the
Administrative Trust Agreement) as of the date of this Indenture.

          "Azteca  Holdings Trust  Property"  means the Azteca Holdings Series A
Shares and 594,864,872 CPOs of TV Azteca deposited by the Company into the trust
created by the Administrative Trust Agreement and all dividends,  distributions,
cash, warrants, options, rights, instruments and other property or proceeds from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for such securities.

          "Bankruptcy  Law" means Title 11,  United  States Code, or any similar
federal  or  state  law for the  relief  of  debtors  or the  administration  or
liquidation  of debtors'  estates for the  benefit of their  creditors,  and the
Mexican Ley de Concursos  Mercantiles,  or any similar  federal or state law for
the relief of debtors or the  administration  or liquidation of debtors' estates
for the benefit of their creditors.

          "Board of Directors" means,  with respect to any Person,  the Board of
Directors  of such person or any  committee  thereof duly  authorized  to act on
behalf of such Board of Directors.

          "Board  Resolution"  means a copy  of a  resolution  certified  by the
Secretary,  an Assistant  Secretary or attorney-in-fact of the Company or any of
the  preceding  Persons,  to have been duly adopted by the Board of Directors of
the  Company  and  to  be  in  full  force  and  effect  on  the  date  of  such
certification, and delivered to the Trustee.

          "Business  Day," for purposes of payments under the Notes,  means,  at
any place of payment, a day on which banking  institutions are not authorized or
obligated by law or executive  order to close and, for any other purpose,  a day
which  is  not  (i) a  Saturday  or  Sunday  or  (ii)  a day  on  which  banking
institutions  are so authorized or obligated to close in The City of New York or
Mexico City.

                                       4

<PAGE>


          "Capital  Lease  Obligation" of any Person means the obligation to pay
rent  or  other  payment  amounts  under  a  lease  of  (or  other  Indebtedness
arrangements  conveying  the right to use)  real or  personal  property  of such
Person which is required to be  classified  and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance  with
Mexican GAAP. The stated  maturity of such  obligation  shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without  payment of a
penalty. The principal amount of such obligation shall be the capitalized amount
thereof  that  would  appear  on the face of a balance  sheet of such  Person in
accordance with Mexican GAAP.

          "Capital  Stock" of any Person  means any and all  shares,  interests,
participation or other  equivalents  (however  designated) of corporate stock or
other equity participation, including partes sociales and partnership interests,
whether general or limited, of such Person.

          "Cash Equivalent" means, at any time:

               (i) direct  obligations  of the  United  States of America or any
     agency or  instrumentality  thereof with a maturity of 365 days or less and
     other obligations issued or directly and fully guaranteed or insured by the
     United States of America or any agency or instrumentality thereof (provided
     that the full faith and  credit of the United  States of America is pledged
     in support thereof);

               (ii)  demand  deposits,  certificates  of deposit  or  Eurodollar
     deposits with a maturity of 365 days or less of any  financial  institution
     having combined capital and surplus and undivided  profits of not less than
     US$500,000,000  (or  the  foreign  currency  equivalent  thereof)  and  has
     outstanding  indebtedness  rated at least "A" by  Standard  & Poor's and at
     least "A2" by Moody's;

               (iii) commercial paper with a maturity of 180 days or less issued
     by a  corporation  (except an  Affiliate of the Company) and rated at least
     "A-1" by Standard & Poor's and at least "P-1" by Moody's;

               (iv)  repurchase  agreements  and reverse  repurchase  agreements
     relating  to  marketable  obligations,  directly or  indirectly,  issued or
     unconditionally guaranteed by the United States of America or issued by any
     agency thereof and backed by the full faith and credit of the United States
     of  America,  in each  case  maturing  within  one  year  from  the date of
     acquisition;  provided,  however,  that the terms of such agreements comply
     with the  guidelines  set  forth in the  Federal  Financial  Agreements  of
     Depository  Institutions with Securities  Dealers and Others, as adopted by
     the Comptroller of the Currency;

               (v)  securities  with  maturities  of six months or less from the
     date of acquisition issued or fully and  unconditionally  guaranteed by any
     state, commonwealth or territory of the United States of America, or by any
     political  subdivision or taxing authority thereof,  and rated at least "A"
     by Standard & Poor's or "A2" by Moody's;

               (vi)  instruments  backed by  letters  of credit of  institutions
     satisfying the requirements of clause (ii) above;

                                       5

<PAGE>

               (vii)  Certificados  de la  Tesoreria de la  Federacion  (Cetes),
     Bonos de Desarrollo del Gobierno  Federal  (Bondes) or Bonos Ajustables del
     Gobierno  Federal  (Ajustabonos),  in  each  case,  issued  by the  Mexican
     government;

               (viii) any other instruments  issued or guaranteed by the Mexican
     government and denominated and payable in pesos; and

               (ix) demand  deposits,  certificates of deposit,  bank promissory
     notes and bankers'  acceptances  (A) denominated in pesos and issued by any
     of the five top-rated banks organized under the laws of Mexico or any state
     thereof,  or (B) used for  ordinary  course of  business  operations  by TV
     Azteca or any of its Restricted Subsidiaries in any jurisdiction other than
     Mexico where TV Azteca or such Restricted  Subsidiary conducts business and
     issued  by  any  of  the  three  largest  banks  doing   business  in  such
     jurisdiction.  "Cede" means Cede & Co., its nominees,  and their respective
     successors.

          "Change of Control" has the meaning set forth in Section 4.13 hereof.

          "Clearing Agency" has the meaning set forth in Section 3(a)(23) of the
Exchange Act.

          "Clearstream" means Clearstream Banking, societe anonyme.

          "Closing Price" on any Trading Day with respect to the per share price
of any Capital  Stock  (including  for this  purpose any  security  comprised of
Capital  Stock) means the last  reported  sales price regular way or, in case no
such  reported sale takes place on such Trading Day, the average of the reported
closing bid and asked  prices  regular  way, on the  principal  U.S.  securities
exchange  on  which  such  Capital  Stock  is  listed  or  admitted  to  trading
(determined by relative trading volume on such Trading Day) or, if not listed or
admitted to trading on any securities  exchange,  on the NMS or, if such Capital
Stock is not listed or  admitted to trading on any U.S.  securities  exchange or
quoted on the NMS,  the  average  of the  closing  bid and  asked  prices in the
over-the-counter  market as  furnished  by any NYSE member firm that is selected
from time to time by the Company for that purpose and is  reasonably  acceptable
to the Trustee.

          "Collateral Documents" means, collectively,  the CPO Pledge Agreement,
the Unefon Pledge Agreement, the Prenda Mercantil, the Account Control Agreement
(Distributions),  any  Foreign  Securities  Pledge  Arrangement,  the Pledge and
Security  Agreement and other  arrangements  from time to time providing for the
pledge of 2008 Notes Collateral to secure the Notes.

          "Combined  Coverage  Ratio"  has the  meaning  set  forth  in  Section
11.04(a) hereof.

          "Commission" means the U.S. Securities and Exchange Commission.

          "Common  Stock" of any Person means  Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of

                                       6

<PAGE>

assets upon any voluntary or involuntary liquidation,  dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

          "Company" means the party set forth as such in the preamble.

          "Company  Refinancing  Indebtedness"  has the  meaning  set  forth  in
Section 4.07(a)(i) hereof.

          "Consolidated  Interest  Expense"  means for any period the  aggregate
amount of interest in respect of  Indebtedness  of TV Azteca and its  Restricted
Subsidiaries for such period (including  amortization of original issue discount
on any Indebtedness and the interest portion of any deferred payment obligation,
calculated in accordance with the effective  interest method of accounting;  all
commissions,  discounts  and other fees and charges owed with respect to letters
of credit and  bankers'  acceptance  financing;  the net costs  associated  with
Interest Rate, Currency or Commodity Price Agreements; and interest paid (by any
Person) with respect to  Indebtedness  that is  Guaranteed  by or secured by any
assets of TV Azteca or any of its Restricted  Subsidiaries)  plus, to the extent
not included in such interest expense, (i) Preferred Dividends in respect of all
Preferred  Stock of TV Azteca  held by Persons  other than TV Azteca or a Wholly
Owned  Subsidiary of TV Azteca whether or not declared or paid, (ii) the loss on
Receivables  Sales and (iii)  all but the  principal  component  of  rentals  in
respect of Capital Lease Obligations paid, accrued or scheduled to be paid or to
be accrued by TV Azteca and its  Restricted  Subsidiaries  during  such  period;
excluding,  however, any amount of such interest of any Restricted Subsidiary if
the net income of such  Restricted  Subsidiary is excluded in the calculation of
Consolidated Net Income pursuant to clause (iii) of the definition  thereof (but
only in the same proportion as the net income of such  Restricted  Subsidiary is
excluded from the  calculation  of  Consolidated  Net Income  pursuant to clause
(iii) of the definition thereof).

          "Consolidated  Net  Income"  for any period  means the  aggregate  net
income (or loss) of TV Azteca and its  Restricted  Subsidiaries  for such period
determined in conformity  with Mexican GAAP;  provided that the following  items
shall be excluded in computing  Consolidated  Net Income (without  duplication):
(i) the net income (or loss) of any Person that is not a Restricted  Subsidiary,
except, in the case of net income, to the extent of the amount of cash dividends
or  distributions   actually  paid  to  TV  Azteca  or  any  of  its  Restricted
Subsidiaries by such other Person during such period (subject,  in the case of a
dividend  or  distribution  to  a  Restricted  Subsidiary,  to  the  limitations
contained  in clause (iii)  below),  (ii) the net income (or loss) of any Person
(x) accrued  prior to the date it becomes a Restricted  Subsidiary  or is merged
into or consolidated with TV Azteca or any of its Restricted Subsidiaries or all
or  substantially  all of the property and assets of such Person are acquired by
TV Azteca or any of its Restricted  Subsidiaries or (y) acquired by TV Azteca or
a Restricted  Subsidiary in a  pooling-of-interests  transaction  for any period
prior to the date of such  transaction,  (iii) the net income of any  Restricted
Subsidiary to the extent that the declaration or payment of dividends or similar
distributions  by such  Restricted  Subsidiary  of such net income is not at the
time  permitted by the  operation of the terms of its charter or any  agreement,
instrument,  judgment,  decree, order, statute, rule or governmental  regulation
applicable to such  Restricted  Subsidiary  (except that TV Azteca's equity in a
net loss of any such Restricted  Subsidiary for such period shall be included in
determining such  Consolidated  Net Income),  (iv) all  extraordinary  gains and
extraordinary losses, (v) any gains or losses attributable to any sale of assets
that are  reported  below the  "operating  loss  (profit)"  line on TV  Azteca's

                                       7

<PAGE>

statement of results of operations,  and (vi) the tax effect of any of the items
described in clauses (i) through (v) above.

          "Consolidated   Net  Worth"  means,  at  any  date  of  determination,
stockholders'  equity  as set  forth on the  quarterly  or  annual  consolidated
balance  sheet of the Company and its  consolidated  Subsidiaries  most recently
filed with the Trustee  pursuant to Section  4.16 (or, in the case of TV Azteca,
the consolidated  balance sheet on the basis of which such consolidated  balance
sheet of the Company was prepared) less any amounts  attributable  to Redeemable
Stock or any equity security  convertible into or exchangeable for Indebtedness,
and less any amounts,  determined in conformity with Mexican GAAP,  attributable
to the cost of treasury stock (to the extent not already deducted in determining
stockholders'   equity)  and  the  principal  amount  of  any  promissory  notes
receivable  from the sale of the Capital  Stock of the Company or TV Azteca,  as
the case may be, or any of their respective Subsidiaries.

          "Corporate Trust Office" means the principal corporate trust office of
the Trustee,  at which at any particular time its corporate trust business shall
be  administered,  which office at the date of  execution  of this  Indenture is
located at 101 Barclay  Street,  Floor 21W,  New York,  New York  10286,  United
States of America, except that with respect to presentation of Notes for payment
or for registration of transfer or exchange,  such term shall mean the office or
agency of the Trustee at which,  at any particular  time,  its corporate  agency
business  shall be  conducted,  which  office at the date of  execution  of this
Indenture is located at 101 Barclay Street, Floor 21W, New York, New York 10286,
United States of America.

          "Cosmo" means Cosmofrecuencias,  S.A. de C.V., a corporation (sociedad
anonima de capital  variable)  established  under the laws of the United Mexican
States.

          "Cosmo  Rights" means the rights  granted by TV Azteca to purchase all
of the shares of Cosmo owned by TV Azteca.

          "Cotsa"  means  Alternativas   Cotsa,  S.A.  de  C.V.,  a  corporation
(sociedad anonima de capital variable)  established under the laws of the United
Mexican States.

          "Covenant  Defeasance"  has the  meaning  set  forth in  Section  8.03
hereof.

          "CPO"  means  Ordinary  Participation  Certificates  (Certificados  de
Participacion  Ordinares),  each representing one ordinary, no par value, Series
"A" share, one preferred, no par value, Series "D-A" share and one preferred, no
par value, Series "D-L" share of TV Azteca.

          "CPO Pledge" means the pledge under the CPO Pledge Agreement, creating
a security interest in the 2008 TV Azteca Pledged Shares.

          "CPO Pledge  Agreement" means the Caucion  Bursatil  providing for the
pledge of the 2008 TV Azteca Pledged Shares, in substantially the form set forth
in Exhibit G-1 attached hereto (the execution copy of which will be in Spanish),
to be dated the date hereof,  together with all exhibits and annexes thereto, as
the same may be amended,  supplemented  and/or  modified in accordance  with the
terms hereof and thereof.

          "CPO Pledge Agreement Notice" means the notice of sale to be delivered
pursuant to Section  6.02 hereof by the  Trustee to the  executor  under the CPO
Pledge  Agreement in the event that an Event of Default occurs and is continuing
in substantially the form set forth in Exhibit G-2 attached hereto.

                                       8

<PAGE>


          "Custodian"  means  any  receiver,   trustee,  assignee,   liquidator,
custodian, sindico, conciliador or similar official under any Bankruptcy Law.

          "Default"  means any event that is, or after notice or passage of time
or both would be, an Event of Default.

          "Defaulted Amount" has the meaning set forth in Section 2.12 hereof.

          "definitive  registered  Note" has the  meaning  set forth in  Section
2.07(a) hereof.

          "Depositary" means DTC.

          "Disclosure  Event" means the filing with the  Commission by TV Azteca
of such  quarterly  or annual  report  pursuant  to  Section  13 or 15(d) of the
Exchange  Act  (including,  for this  purpose,  on Form  6-K,  Form  20-F or any
successor  form),  in  each  case,  relating  to the  business,  operations  and
financial condition of TV Azteca and its Subsidiaries.

          "Distribution  Compliance Period" has the meaning set forth in Section
2.01(a) hereof.

          "DTC" means The  Depository  Trust  Company,  its  nominees  and their
respective successors.

          "Elektra"  means Grupo Elektra,  S.A. de C.V, a corporation  (sociedad
anonima de capital  variable)  established  under the laws of the United Mexican
States.

          "Elektra Reserved Shares" means 226,492,629 CPOs of TV Azteca that may
be obtained by Elektra from the Company  pursuant to the Elektra Share  Exchange
Agreement.

          "Elektra Share Exchange Agreement" means the Exchange Agreement, dated
March 25, 1996, entered into by and between Elektra and the Company relating to,
among  other  things,  the  exchange  of the  Series N shares of  Comunicaciones
Avanzadas, S.A. de C.V. for the Elektra Reserved Shares.

          "Euroclear"  means  Euroclear  Bank,  S.A./N.V.,  as  operator  of the
Euroclear System.

          "Event of Default" has the meaning set forth in Section 6.01 hereof.

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
and includes the rules and regulations of the Commission promulgated thereunder.

                                       9

<PAGE>


          "Exchange Date" means that date on which the 2003 Notes that have been
tendered  pursuant to the Exchange Offer and Consent  Solicitation  are accepted
for exchange pursuant to the terms thereof.

          "Exchange  Global  Note" has the meaning set forth in Section  2.01(d)
hereof.

          "Exchange Offer and Consent Solicitation" means the exchange offer and
consent  solicitation  contemplated  by  the  Offering  Memorandum  and  Consent
Solicitation  Statement of the Company,  dated March 3, 2003, as the same may be
modified, supplemented and/or amended from time to time.

          "Exchange   Notes"  has  the  meaning   provided   for  in  the  first
introductory paragraph of this Indenture.

          "fair market value" means, with respect to any asset or property,  the
price that could be negotiated in an arm's length free market  transaction,  for
cash,  between an informed and willing seller and an informed and willing buyer,
neither of whom is under pressure or compulsion to complete the transaction.

          "Final Maturity Date" means June 15, 2008.

          "Foreign  Securities  Pledge  Arrangement"  in the  case of  Permitted
Securities  issued by a Person  organized under the laws of a country other than
the U.S. or Mexico, means a securities pledge arrangement  enforceable under the
laws of such  jurisdiction  and  effective to create a first  priority  security
interest in such  securities in order to secure (on a first priority  basis) the
obligations  under the Notes,  as the same may be amended,  supplemented  and/or
modified in accordance with the terms hereof and thereof.

          "Fully-Diluted  Basis" means, with respect to the Capital Stock of any
Person at any date of  determination,  (i) all such  Capital  Stock  issued  and
outstanding as of such date,  plus (ii) all such Capital Stock issuable prior to
the Final  Maturity  Date of the Notes  pursuant to  warrants,  options or other
rights  outstanding as of such date if and to the extent such additional Capital
Stock  would be  considered  "outstanding"  as of such date in  accordance  with
Mexican GAAP.

          "General  Collateral  Release"  shall  have the  meaning  set forth in
Section 11.04(c) hereof.

          "Global Note" shall have the same meaning as a Registered Global Note.

          "Government  Agency"  means a public  legal  entity or public  agency,
created by any  competent  authority,  or any other legal entity now existing or
hereafter  created,  or  now or  hereafter  owned  or  controlled,  directly  or
indirectly,  by any such public  legal  entity or public  agency  including  any
central bank.

          "Grupo Cotsa" means Grupo Cotsa, S.A. de C.V., a corporation (sociedad
anonima de capital  variable)  established  under the laws of the United Mexican
States and its consolidated subsidiaries.

                                       10

<PAGE>


          "Guarantee"  means any  obligation,  contingent or  otherwise,  of any
Person directly or indirectly  guaranteeing any Indebtedness of any other Person
and any obligation,  direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply  funds for the  purchase or payment
of) such  Indebtedness  of such  other  Person  (whether  arising  by  virtue of
partnership  arrangements,  "aval",  or by agreement to  keep-well,  to purchase
assets, goods, securities or services, to take-or-pay,  or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such  Indebtedness  of the payment thereof or
to protect such obligee  against loss in respect  thereof (in whole or in part);
provided,  however,  that the term "Guarantee" will not include endorsements for
collection or deposit in the ordinary course of business.  The term  "Guarantee"
used as a verb has a corresponding meaning.

          "Holder"  or  "Noteholder"  means  (i) in the  case of any  definitive
registered  Note, the Person in whose name such  definitive  registered  Note is
registered in the Security Register and (ii) in the case of any Global Note, the
Depositary.

          "Incur" means, with respect to any Indebtedness or other obligation of
any Person,  to create,  issue,  incur (by  conversion,  exchange or otherwise),
assume,  guarantee or otherwise become liable in respect of such Indebtedness or
other obligation (including by acquisition of Subsidiaries) or the recording, as
required  pursuant to Mexican GAAP or  otherwise,  of any such  Indebtedness  or
other  obligation  on the  balance  sheet  of  such  Person  (and  "Incurrence,"
"Incurred,"  "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing);  provided,  however,  that if TV Azteca or any Restricted Subsidiary
shall enter into any  agreement  with respect to  peso-denominated  Indebtedness
whereby  the  nominal  principal  amount of such  Indebtedness  is  periodically
increased  as a  result  of and in  proportion  to the  devaluation  of the peso
against the U.S.  dollar or the rate of inflation  of Mexico  during such period
and, at the time of such increase in principal amount,  there is no clause under
Section 4.08(b) under which such increase in principal amount could be Incurred,
then such increase in principal amount shall be deemed not to be an "Incurrence"
for purposes of Section 4.08(a).

          "Indebtedness"  means  (without  duplication),  with  respect  to  any
Person, whether recourse is to all or a portion of the assets of such Person and
whether  or not  contingent,  (i)  every  obligation  of such  Person  for money
borrowed,  (ii) every obligation of such Person evidenced by bonds,  debentures,
notes or other similar instruments, including obligations Incurred in connection
with  the  acquisition  of  property,  assets  or  businesses,  excluding  Trade
Payables,  (iii) every  reimbursement  obligation of such Person with respect to
letters of credit,  bankers'  acceptances or similar  facilities  issued for the
account of such Person,  (iv) every  obligation of such Person issued or assumed
as the deferred purchase price of property or services,  which purchase price is
due more than six months after the date of placing  such  property in service or
taking  delivery and title thereto or the  completion of such  services,  except
Trade  Payables that are not overdue or are being  contested in good faith,  (v)
every Capital Lease  Obligation of such Person,  (vi) all  Receivables  Sales of
such  Person,  including  any  obligation  of such  Person to pay any  discount,
interest, fees, indemnities,  penalties,  recourse, expenses or other amounts in
connection with any such Receivables  Sale, (vii) all Redeemable Stock issued by
such  Person,  (viii) all  Attributable  Indebtedness  with  respect to Sale and
Leaseback Transactions, (ix) all Indebtedness of other Persons secured by a Lien
on any asset of such Person, whether or not such Indebtedness is assumed by such
Person;  provided,  however,  that the amount of such Indebtedness  shall be the

                                       11

<PAGE>

lesser of (a) the fair market value of such asset at such date of  determination
and (b) the amount of such  Indebtedness  of such other  Persons,  and (x) every
obligation of the type referred to in clauses (i) through (ix) of another Person
and all dividends of another Person the payment of which,  in either case,  such
Person has Guaranteed or is responsible  or liable,  directly or indirectly,  as
obligor,   guarantor  or  otherwise.  The  "amount"  or  "principal  amount"  of
Indebtedness at any time of determination as used herein  represented by (a) any
contingent Indebtedness,  shall be the maximum principal amount thereof, (b) any
Indebtedness  issued at a price that is less than the principal  amount thereof,
shall be the amount of the liability in respect thereof determined in accordance
with Mexican GAAP, but such  Indebtedness  shall be deemed to have been Incurred
only on the date of issuance  thereof,  (c) any Receivables  Sale,  shall be the
amount of the  unrecovered  capital or  principal  investment  of the  purchaser
(other than such Person or a Wholly  Owned  Subsidiary  of such  Person) of such
Receivables,  excluding  amounts  representative  of yield or interest earned on
such  investment,  and (d) any  Redeemable  Stock,  shall be the  maximum  fixed
redemption or repurchase  price in respect thereof;  provided that  Indebtedness
shall not include any liability for  endorsement  of negotiable  instruments  or
documents  for deposit or  collection  or similar  transactions  in the ordinary
course of business or any  indebtedness  that has been  defeased or satisfied in
accordance with the terms of the documents governing such indebtedness.

          "Indebtedness  to  Adjusted  EBITDA  Ratio"  means  as of any  date of
determination the ratio of (i) the aggregate amount of Indebtedness of TV Azteca
and its Restricted  Subsidiaries  on a  consolidated  basis as of the end of the
latest fiscal quarter for which quarterly or annual  financial  statements of TV
Azteca are available to (ii) Adjusted EBITDA for the period of the most recently
completed  four  consecutive  fiscal  quarters  for  which  quarterly  or annual
financial statements of TV Azteca are available;  provided, however, that (a) if
TV Azteca, or any Restricted  Subsidiary has Incurred any Indebtedness since the
end of such period that remains outstanding or if the transaction giving rise to
the need to calculate the Indebtedness to Adjusted EBITDA Ratio is an Incurrence
of  Indebtedness,  or both,  Indebtedness  as of the end of such period shall be
calculated after giving effect on a pro forma basis to (1) such  Indebtedness as
if such  Indebtedness had been Incurred as of the end of such period and (2) the
discharge of any other Indebtedness repaid,  repurchased,  defeased or otherwise
discharged  with the proceeds of such new  Indebtedness as if such discharge had
occurred as of the end of such  period,  (b) if since the end of such period any
Indebtedness  of TV Azteca or any  Restricted  Subsidiary  has been  permanently
repaid,  repurchased,  defeased or otherwise discharged (other than Indebtedness
under a revolving  credit or similar  arrangement  unless such revolving  credit
Indebtedness has been repaid and has not been replaced),  Indebtedness as of the
end of such period shall be calculated  after giving effect on a pro forma basis
as if such  Indebtedness  had been  repaid,  repurchased,  defeased or otherwise
discharged  as of the end of such  period,  (c) if since the  beginning  of such
period  TV  Azteca  or any  Restricted  Subsidiary  shall  have  made any  Asset
Disposition, Adjusted EBITDA for such period shall be reduced by an amount equal
to the Adjusted  EBITDA (if positive)  attributable  to the assets which are the
subject of such Asset  Disposition  for such  period or  increased  by an amount
equal to the Adjusted EBITDA (if negative) attributable thereto for such period,
(d) if since the beginning of such period TV Azteca or any Restricted Subsidiary
(by  merger or  otherwise)  shall  have  made an  Investment  in any  Restricted
Subsidiary  (or  any  Person  which  becomes  a  Restricted  Subsidiary)  or  an
acquisition of assets,  including any  Investment in a Restricted  Subsidiary or
any acquisition of assets  occurring in connection with a transaction  causing a

                                       12

<PAGE>

calculation to be made hereunder,  which Investment or acquisition is out of the
ordinary  course of business  and is  material  to TV Azteca and its  Restricted
Subsidiaries,  taken as a  whole,  Adjusted  EBITDA  for  such  period  shall be
calculated  after giving pro forma effect  thereto  (including the Incurrence of
any Indebtedness) as if such Investment or acquisition occurred on the first day
of such period and (e) if since the  beginning  of such period any Person  (that
subsequently became a Restricted Subsidiary or was merged with or into TV Azteca
or any Restricted Subsidiary since the beginning of such period) shall have made
any Asset  Disposition,  Investment  or  acquisition  of assets  that would have
required an adjustment  pursuant to clause (c) or (d) above if made by TV Azteca
or a Restricted  Subsidiary during such period,  Adjusted EBITDA for such period
shall be  calculated  after  giving  pro forma  effect  thereto as if such Asset
Disposition, Investment or acquisition occurred on the first day of such period.
In making  the  foregoing  calculation,  the  aggregate  amount of  Indebtedness
outstanding  for the  period of the most  recently  completed  four  consecutive
fiscal quarters for which quarterly or annual financial  statements of TV Azteca
are  available   will  be  deemed  to  include  the  average  daily  balance  of
Indebtedness  outstanding  under any revolving credit facilities of TV Azteca or
its Restricted Subsidiaries during such period. For purposes of this definition,
whenever pro forma effect is to be given to an acquisition of assets, the amount
of  income  or  earnings  relating  thereto  and any  Indebtedness  Incurred  in
connection  therewith,  the pro forma  calculations  will be  determined in good
faith by a responsible financial or accounting officer of TV Azteca.

          "Indenture"  means  this  Indenture,   as  amended,   restated  and/or
supplemented from time to time.

          "Initial Notes" has the meaning provided for in the first introductory
paragraph of this Indenture.

          "Institutional  Accredited  Investor" means any institution that is an
"accredited  investor" as defined in Rule  501(a)(1),  (2), (3) or (7) under the
Securities Act.

          "Institutional  Accredited  Investor  Global Note" has the meaning set
forth in Section 2.01(c) hereof.

          "Interest  Payment Date" means July 15, 2003 (on which day an interest
payment shall be made on the Notes and pursuant to Section 4.02 hereof) and each
December 15 and June 15 thereafter, until the Maturity of the Notes.

          "Interest Rate,  Currency or Commodity Price  Agreement" of any Person
means any forward contract,  futures  contract,  swap, option or other financial
agreement or arrangement (including,  without limitation,  caps, floors, collars
and similar  agreements)  relating to, or the value of which is dependent  upon,
interest  rates,   currency  exchange  rates  or  commodity  prices  or  indices
(excluding contracts for the purchase or sale of goods in the ordinary course of
business).

          "Investment" by any Person means any direct or indirect loan,  advance
or other extension of credit (including, without limitation, by way of Guarantee
or similar  arrangement) or capital  contribution (by means of transfers of cash
or other property to others or payments for property or services for the account
or use of others, or otherwise) to, or purchase or acquisition of Capital Stock,

                                       13

<PAGE>

bonds, notes,  debentures or other securities or evidence of Indebtedness issued
by, any other  Person,  but shall not include trade  accounts  receivable in the
ordinary  course of business on credit  terms made  generally  available  to the
customers  of such Person and  endorsements  of  negotiable  instruments  in the
ordinary course of business. For purposes of the provisions set forth in Section
4.09 and Section 4.17 hereof and the definition of "Permitted Investments,"

               (i) with respect to a Restricted Subsidiary that is designated as
          an  Unrestricted  Subsidiary,  "Investment"  will  include the portion
          (proportionate  to TV Azteca's equity interest in such  Subsidiary) of
          the fair market value of the net assets of such Subsidiary at the time
          that such Subsidiary is designated an Unrestricted Subsidiary and with
          respect to a Person that is designated as an  Unrestricted  Subsidiary
          simultaneously   with  its  becoming  a   Subsidiary   of  TV  Azteca,
          "Investment"  will  mean  the  Investment  made by TV  Azteca  and its
          Restricted Subsidiaries to acquire such Subsidiary; provided, however,
          that in  either  case upon a  redesignation  of such  Subsidiary  as a
          Restricted Subsidiary, or upon the acquisition of the Capital Stock of
          a Person such that such Person  becomes a  Restricted  Subsidiary,  TV
          Azteca shall be deemed to continue to have a permanent "Investment" in
          an  Unrestricted  Subsidiary  or such  other  Person in an amount  (if
          positive) equal to (a) TV Azteca's  "Investment" in such Subsidiary at
          the time of such  redesignation or in such Person immediately prior to
          such  acquisition less (b) the portion  (proportionate  to TV Azteca's
          interest in such Subsidiary  after such  redesignation or acquisition)
          of the fair market value of the net assets of such  Subsidiary  at the
          time that such Subsidiary is so  redesignated a Restricted  Subsidiary
          or of such Person immediately following such acquisition; and

               (ii)  any  property   transferred  to  or  from  an  Unrestricted
          Subsidiary will be valued at its fair market value at the time of such
          transfer,  in each case as  determined  in good  faith by the Board of
          Directors of TV Azteca.

          Notwithstanding the foregoing, the term "Investment" shall not include
(i) Plan Deposits and (ii) advances to customers (other than  Subsidiaries of TV
Azteca) by TV Azteca or any  Restricted  Subsidiary  in the  ordinary  course of
business and otherwise  consistent  with trade credit terms in common use in the
industry  that are,  in  conformity  with  Mexican  GAAP,  recorded  as accounts
receivable  or  payments  due to TV Azteca  or any  Restricted  Subsidiary  with
respect to receivables with respect to programming and films.

          "Issue Date" means the original  issuance  date of the Initial  Notes,
which shall be May 13, 2003.

          "Legal Defeasance" has the meaning set forth in Section 8.02 hereof.

          "Lien" means, with respect to any property or assets,  any mortgage or
deed of trust,  fideicomiso  de  garantia,  pledge,  hypothecation,  assignment,
deposit arrangement,  security interest,  lien, charge, easement (other than any
easement not materially  impairing  usefulness or  marketability),  encumbrance,
preference,  priority  or other  security  agreement  of any  kind  upon or with
respect to such property or assets (including,  without limitation, any Sale and

                                       14

<PAGE>

Leaseback  Transaction,  conditional  sale or other  title  retention  agreement
having substantially the same economic effect as any of the foregoing).

          "Market  Value"  means as of any date (i) in  respect  of each 2008 TV
Azteca  Pledged  Share,  2005 TV Azteca  Pledged Share or 2003 TV Azteca Pledged
Share,  an amount equal to the average of the Closing  Prices per CPO (adjusted,
as necessary,  to reflect the number of CPOs then  comprising the ADSs for which
Closing  Prices  are  being  reported)   during  the  Reference   Period  ending
immediately  preceding such date, (ii) in respect of each Azteca Holdings Series
A Share, an amount equal to the Market Value of a CPO divided by three, (iii) as
to 2008  Notes  Collateral,  2005  Notes  Collateral  or 2003  Notes  Collateral
consisting  of cash,  the  amount of such cash,  (iv) as to any U.S.  Government
Obligation,  the  aggregate  amount  of the  remaining  scheduled  interest  and
principal payments on such U.S. Government Obligation,  (v) as to any Marketable
Securities,  the most recent closing sale price of such  Marketable  Securities,
(vi) as to any other 2008 Notes Collateral,  2005 Notes Collateral or 2003 Notes
Collateral  (other than Cash  Equivalents)  having a purported value equal to or
less  than  US$15,000,000,  the fair  market  value  thereof  as of such date as
determined by the Board of Directors of the Company (the  determination of which
will be  conclusive  and will be  evidenced  by a  resolution  of such  Board of
Directors),  and  (vii)  as to any  other  2008  Notes  Collateral,  2005  Notes
Collateral  or 2003 Notes  Collateral  (other  than Cash  Equivalents)  having a
purported  value more than  US$15,000,000,  the fair market value  thereof as of
such date as determined by an independent appraiser;  provided,  however, in the
case of clause (i), if on any Trading Day during a Reference Period the CPOs (or
ADSs  comprised  thereof)  trade  ex-dividend,  then the per share amount of the
dividend will be subtracted from the Closing Price per share on each Trading Day
during  such  Reference  Period on which such  shares do not trade  ex-dividend;
provided,  further,  that the value of any dividend  payable  other than in cash
shall be determined by a majority of the  disinterested  members of the Board of
Directors of the Company unless such value exceeds US$15,000,000,  in which case
it shall be determined by an internationally  recognized investment banking firm
or other  internationally  recognized  expert with  experience  in evaluating or
appraising assets of the kind being distributed;  and provided, further, (a) the
Market Value determinations in connection with Section 11.04(b) hereof need only
be made  by the  Board  of  Directors  of the  Company  and (b) any  independent
appraiser  determination  of the  Market  Value  of any  2008  Net  Unefon  Sale
Proceeds,  2005 Net  Unefon  Sale  Proceeds  or 2003 Net  Unefon  Sale  Proceeds
consisting of Qualified Debt Securities that are not actively traded required in
connection  with a release of 2008 Notes  Collateral,  2005 Notes  Collateral or
2003  Notes  Collateral  shall  be in  the  form  of a  fairness  opinion  of an
internationally recognized investment banking firm.

          "Marketable  Securities"  means  securities  of a third party buyer of
Unefon shares (or any of such buyer's Affiliates) that are actively traded on an
established  U.S.  or  foreign  securities  exchange,  reported  on  the  NMS or
comparable  foreign-established  over-the-counter  trading  system,  or actively
traded on PORTAL (in the case of  securities  eligible  for trading  pursuant to
Rule 144A or any successor  rule  thereto);  provided  that any such  securities
shall be deemed  Marketable  Securities  only if they are freely tradable or are
the  subject  of  immediately   exercisable  demand  registration  rights  under
applicable  securities  laws.  Freely  tradable  for  this  purpose  shall  mean
securities that either are (A) transferable by the Trustee under this Indenture,
the 2005 Indenture or the 2003  Indenture (in the event of foreclosure  upon the
2008 Notes  Collateral,  the 2005 Notes Collateral or the 2003 Notes Collateral)

                                       15

<PAGE>

pursuant  to  Section  4(1)  under  the  Securities  Act  or  a  then  effective
registration statement under the Securities Act (or similar applicable statutory
provisions in the case of foreign  securities),  (B) transferable by the Trustee
under this Indenture,  the 2005 Indenture or the 2003 Indenture (in the event of
foreclosure  upon the 2008 Notes  Collateral,  the 2005 Notes Collateral or 2003
Notes  Collateral)  pursuant  to Rule  144(k)  under the  Securities  Act or any
successor  rule  thereto  (or  similar  applicable  rule in the case of  foreign
securities) or (C)  transferable by the Trustee under this  Indenture,  the 2005
Indenture or the 2003 Indenture (in the event of foreclosure upon the 2008 Notes
Collateral, the 2005 Notes Collateral or 2003 Notes Collateral) pursuant to Rule
144A which (x) shall  include a covenant  by the  issuer of such  securities  to
comply with the reporting and informational requirements under Rule 144A and (y)
shall be eligible for trading on PORTAL.

          "Maturity"  means, when used with respect to a Note, the date on which
the  principal  and  premium  (if any) of such Note  becomes  due and payable as
provided therein or in this Indenture, whether on the Final Maturity Date or any
other date on which the  principal  of such Note and premium (if any) is due and
payable or by declaration of acceleration, call for redemption or otherwise.

          "Mexican  GAAP"  means,  as of any  date of  determination,  generally
accepted  accounting  principles  in Mexico and the  accounting  principles  and
policies  of the Company and its  Subsidiaries  or TV Azteca and its  Restricted
Subsidiaries,  as the case may be,  in each  case as in effect as of the date of
determination.  All ratios and computations shall be computed in conformity with
Mexican GAAP applied on a consistent basis and using constant peso calculations.

          "Mexican Taxes" has the meaning set forth in Section 2.13 hereof.

          "Moody's"  means  Moody's  Investors  Service,  Inc.,  or, if  Moody's
Investors  Service,  Inc. shall cease rating the specified  debt  securities and
such ratings  business  with respect  thereto shall have been  transferred  to a
successor Person, such successor Person.

          "Mr. Salinas Pliego" means Mr. Ricardo Benjamin Salinas Pliego, or any
of his successors or assigns.

          "Mrs.  Salinas Gomez" means Mrs.  Elisa Salinas  Gomez,  or any of her
successors or assigns.

          "Net  Available  Proceeds"  from any Asset  Disposition  by any Person
means cash or readily marketable cash equivalents  received (including by way of
sale or discounting of a note,  installment  receivable or other receivable,  as
and when received, but excluding any other consideration received in the form of
assumption by the acquiree of Indebtedness or other obligations relating to such
properties or assets) therefrom by such Person,  net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses Incurred and all
federal, state, provincial,  foreign and local taxes required to be accrued as a
liability as a consequence of such Asset Disposition,  (ii) all payments made by
such Person or its  Subsidiaries  on any  Indebtedness  which is secured by such
assets in  accordance  with the terms of any Lien upon or with  respect  to such
assets  or which  must by the  terms  of such  Lien,  or in  order  to  obtain a

                                       16

<PAGE>

necessary  consent to such Asset Disposition or by applicable law, be repaid out
of the proceeds from such Asset  Disposition,  (iii) all distributions and other
payments made to minority  interest  holders in  Subsidiaries  of such Person or
joint  ventures  as a result  of such  Asset  Disposition  and (iv)  appropriate
amounts to be provided by such Person or any Subsidiary thereof, as the case may
be, as a reserve in accordance  with generally  accepted  accounting  principles
against any liabilities  associated with such assets and retained by such Person
or any Subsidiary thereof, as the case may be, after such Asset Disposition,  in
each case as  determined  by an  authorized  officer of such  Person,  with such
determination evidenced by a certificate of such officer filed with the Trustee;
provided,  however,  that any  reduction in such reserve  within  twelve  months
following the  consummation  of such Asset  Disposition  will be treated for all
purposes of this Indenture and the Notes as a new Asset  Disposition at the time
of such  reduction  with Net  Available  Proceeds  equal to the  amount  of such
reduction.  "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock,  means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants'  fees,  underwriters'  or  placement  agents'  fees,  discounts  or
commissions  and  brokerage,  consultant  and other fees  actually  incurred  in
connection with such issuance or sale and net of taxes paid or estimated in good
faith to be payable as a result thereof.

          "NMS" means the National  Association of Securities  Dealers Automated
Quotations National Market System.

          "Non-Recourse  Indebtedness"  means  Indebtedness  or that  portion of
Indebtedness  (i) the terms of which shall  expressly  provide  that neither the
Company,  TV Azteca nor any Restricted  Subsidiary  (A) provides  credit support
(including any collateral or pledge (other than any Lien on Unrestricted  Shares
permitted by this Indenture) or any  undertaking,  agreement or instrument which
would not, but for any such Lien, constitute Indebtedness) or (B) is directly or
indirectly  liable in any  manner  and (ii) no  default  with  respect  to which
(including  any rights  which the holders  thereof may have to take  enforcement
action  against the assets of any of the  foregoing)  would permit (upon notice,
lapse of time or both) any holder of any other  Indebtedness of the Company,  TV
Azteca  or any  Restricted  Subsidiary  to  declare  a  default  on  such  other
Indebtedness  or cause the payment thereof to be accelerated or payable prior to
its originally scheduled maturity.

          "Non-U.S.  Person" has the meaning given to such term under Regulation
S.

          "Notes"  has  the  meaning  provided  for  in the  first  introductory
paragraph of this Indenture.

          "Notice of Noncompliance"  shall have the meaning set forth in Section
11.02 hereof.

          "Notice of Sale" shall mean each of, or all of, as the  context  shall
require,  the CPO Pledge  Agreement  Notice,  the Prenda Mercantil Notice or the
Unefon Pledge Agreement Notice.

          "NYSE" means the New York Stock Exchange.

                                       17

<PAGE>


          "Obligor" means,  with respect to any Receivable,  the party obligated
to make  payments  with  respect to such  Receivable,  including  any  guarantor
thereof.

          "Offer to Purchase"  means a written  offer (the  "Offer") sent by the
Company by first class mail,  postage  prepaid,  to each Holder of the Notes, at
his address appearing in the Security Register on the date of the Offer offering
to  purchase up to the maximum  amount of Notes  specified  in such Offer at the
purchase  price  specified  in  such  Offer  (as  determined  pursuant  to  this
Indenture). Unless otherwise required by applicable law, the Offer shall specify
an expiration date (the "Expiration  Date") of the Offer to Purchase which shall
be,  subject to any contrary  requirements  of applicable  law, not less than 30
days or more than 60 days  after the date of such  Offer and a  settlement  date
(the "Purchase Date") for purchase of Notes within three Business Days after the
Expiration  Date. The Company shall notify the Trustee at least 10 days (or such
shorter  period as is  acceptable  to the  Trustee)  prior to the mailing of the
Offer of the Company's  obligation  to make an Offer to Purchase,  and the Offer
shall be mailed by the Company or, at the Company's  request,  by the Trustee in
the name and at the expense of the Company.  The Offer shall contain information
concerning the business of the Company and its Subsidiaries which the Company in
good faith  believes  will enable such  Holders of the Notes to make an informed
decision with respect to the Offer to Purchase  (which at a minimum will include
(i) the most recent annual and quarterly financial statements and any discussion
entitled  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of  Operations"  contained in any of the documents  required to be filed
with the Trustee pursuant to this Indenture (which requirements may be satisfied
by delivery of such  documents  together with the Offer),  (ii) a description of
material  developments in the Company's  business  subsequent to the date of the
latest of such  financial  statements  referred  to in clause (i)  (including  a
description of the events  requiring the Company to make the Offer to Purchase),
(iii) if applicable,  appropriate pro forma financial information concerning the
Offer to  Purchase  and the events  requiring  the  Company to make the Offer to
Purchase  and  (iv) any  other  information  required  by  applicable  law to be
included  therein).  The Offer shall  contain  all  instructions  and  materials
necessary to enable such  Holders of the Notes to tender  Notes  pursuant to the
Offer to Purchase. The Offer shall also state:

               (a) the section of this Indenture  pursuant to which the Offer to
     Purchase is being made;

               (b) the Expiration Date and the Purchase Date;

               (c) the  aggregate  principal  amount  of the  outstanding  Notes
     offered to be  purchased  by the Company  pursuant to the Offer to Purchase
     (including,  if less than 100%,  the  manner by which such  amount has been
     determined  pursuant to the section hereof requiring the Offer to Purchase)
     (the "Purchase Amount");

               (d)  the  purchase  price  to be  paid by the  Company  for  each
     US$1,000  aggregate  principal  amount of Notes  accepted  for  payment (as
     specified pursuant to this Indenture) (the "Purchase Price");

                                       18

<PAGE>


               (e) that a Holder of Notes may tender  all or any  portion of the
     Notes registered in the name of such Holder thereof and that any portion of
     a Note tendered must be tendered in an integral multiple of US$1,000;

               (f) the place or places  where  Notes are to be  surrendered  for
     tender pursuant to the Offer to Purchase;

               (g) that interest and Additional Amounts, if any, on any Note not
     tendered or tendered but not purchased by the Company pursuant to the Offer
     to Purchase will continue to accrue;

               (h) that on the Purchase Date the Purchase  Price will become due
     and payable upon each Note being accepted for payment pursuant to the Offer
     to Purchase and that interest and Additional Amounts, if any, thereon shall
     cease to accrue on and after the Purchase Date;

               (i) that each Holder of Notes  electing to tender a Note pursuant
     to the Offer to Purchase will be required to surrender the applicable  Note
     at the  place or  places  specified  in the  Offer  prior  to the  close of
     business on the  Expiration  Date (such Note  being,  if the Company or the
     Trustee  so  requires,  duly  endorsed  by,  or  accompanied  by a  written
     instrument  of  transfer  in a form  satisfactory  to the  Company  and the
     Trustee,  duly  executed  by  the  Holder  thereof  or  his  attorney  duly
     authorized in writing);

               (j) that Holders of Notes will be entitled to withdraw all or any
     portion of Notes  tendered if the Company (or the Paying  Agent)  receives,
     not later than the close of business on the  Expiration  Date,  a telegram,
     facsimile  transmission or letter setting forth the name of the Holder, the
     principal  amount of Notes the Holder tendered,  the certificate  number of
     Notes the Holder  tendered  and a  statement  that such  Holder of Notes is
     withdrawing all or a portion of his tender;

               (k) that (1) if Notes in an aggregate  principal amount less than
     or  equal  to the  Purchase  Amount  are duly  tendered  and not  withdrawn
     pursuant to the Offer to  Purchase,  the Company  shall  purchase  all such
     Notes and (2) if Notes in an  aggregate  principal  amount in excess of the
     Purchase  Amount are  tendered and not  withdrawn  pursuant to the Offer to
     Purchase,  the Company shall purchase  Notes having an aggregate  principal
     amount  equal  to the  Purchase  Amount  on a pro  rata  basis  (with  such
     adjustments   as  may  be  deemed   appropriate   so  that  only  Notes  in
     denominations   of  US$1,000  or  integral   multiples   thereof  shall  be
     purchased); and

               (l)  that in the case of any  Holder  of Notes  whose  Notes  are
     purchased only in part,  the Company shall  execute,  and the Trustee shall
     authenticate  and deliver to the Holder thereof without  service charge,  a
     new Note of any authorized  denomination as requested by such Holder, in an
     aggregate  principal  amount equal to and in exchange  for the  unpurchased
     portion of the Notes so tendered.

          "Officer"  means the Chief  Executive  Officer,  President,  Executive
President,  Chief Financial Officer,  Chief Operating Officer,  General Counsel,

                                       19

<PAGE>

any  Executive  Vice   President,   any  Vice  President  or  a  duly  appointed
attorney-in-fact of the Company or of any of the preceding Persons.

          "Officers'  Certificate"  means a certificate  signed by two Officers;
provided that any Officers'  Certificate  delivered  pursuant to Section 4.18(a)
hereof  shall be signed  by the Chief  Executive  Officer,  the Chief  Financial
Officer or the Chief Operating Officer of the Company.

          "144A  Global  Note"  has the  meaning  set forth in  Section  2.01(b)
hereof.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably  acceptable  to the  Trustee.  The  counsel  may be an employee of or
counsel to the Company or the Trustee.

          "Order" means a written order signed in the name of the Company by its
Officers.

          "pari  passu,"  as applied to the  ranking  of any  Indebtedness  of a
Person in relation to other  Indebtedness  of such Person,  means that each such
Indebtedness  either  (i) is not  subordinate  in right of payment to such other
Indebtedness or (ii) is subordinate in right of payment to the same Indebtedness
as is  the  other,  and  is so  subordinate  to  the  same  extent,  and  is not
subordinate in right of payment to each other or to any Indebtedness as to which
the other is not so subordinate.

          "Participant" has the meaning set forth in Section 2.05(a) hereof.

          "Paying  Agent"  means any Person  authorized  by the  Company to make
payments of principal, premium (if any), interest or other amounts (if any) with
respect to the Notes on behalf of the Company.

          "Payment Date" means an Interest  Payment Date,  Amortization  Payment
Date or the Final Maturity Date, as the context requires.

          "Permitted Azteca  Holdings/Unefon  Purchase Right" means the right of
Mr. Salinas Pliego and Mrs. Salinas Gomez and/or Elektra to purchase the Capital
Stock of Unefon underlying the Company's 2008 Unefon Rights,  2005 Unefon Rights
and 2003  Unefon  Rights,  provided  such  right is  subject  to the  terms  and
conditions of the Unefon  Agreement and the  provisions of this  Indenture,  the
2005 Indenture and the 2003 Indenture requiring the pledge of such shares.

          "Permitted  Business" means (i) the  broadcasting of television,  (ii)
the development  and production of original  television  programming,  (iii) the
production  and  distribution  of music or other  entertainment  or  information
products,  (iv) the operation  and ownership of companies in the  communications
business and (v) the operation and ownership of professional  sports teams,  and
any business related,  ancillary or complementary  thereto,  including,  for the
avoidance of doubt,  any media or  media-related  business,  as determined by TV
Azteca's or the Company's Board of Directors.

                                       20

<PAGE>


          "Permitted  Forward  Sale  Agreement"  means (i) an  agreement  by the
Company,  TV  Azteca,  Grupo  Cotsa  and/or  any  holder of a  Permitted  Azteca
Holdings/Unefon  Purchase Right pursuant to which the Company, TV Azteca,  Grupo
Cotsa and/or such holder of a Permitted  Azteca  Holdings/Unefon  Purchase Right
agrees to sell any part or all of the 2008 TV Azteca Pledged Shares, the 2005 TV
Azteca  Pledged  Shares,  as  applicable,  the 2003 TV  Azteca  Pledged  Shares,
Permitted  Securities,  the 2008 Unefon Pledged Shares,  the 2005 Unefon Pledged
Shares or the 2003 Unefon Pledged Shares, as the case may be, provided that such
agreement  expressly  provides that it is subject to the 2008 Collateral Pledge,
the 2005 Collateral Pledge or the 2003 Collateral Pledge, as applicable, and the
terms  of this  Indenture,  the  2005  Indenture  and  the  2003  Indenture,  as
applicable,  and no shares other than Unrestricted  Shares (including 2008 Notes
Collateral,  2005 Notes Collateral or 2003 Notes Collateral that may be released
pursuant to this  Indenture,  the 2005  Indenture or the 2003  Indenture) may be
delivered for sale  thereunder,  and such agreement has been duly  authorized by
the Company and its stockholders or (ii) an agreement by the Company pursuant to
which the Company agrees to sell any part or all of its Azteca  Holdings' Series
A Shares,  provided that such agreement  expressly provides that no such Capital
Stock may be delivered  for sale  thereunder,  and no such sale may otherwise be
consummated,  until (x)  after  the Notes  have been paid in full in cash or (y)
solely with respect to the 2008 Unefon Pledged  Shares,  the 2005 Unefon Pledged
Shares or the 2003 Unefon Pledged Shares (or shares which will become subject to
the 2008 Collateral  Pledge,  2005 Collateral  Pledge or 2003 Collateral  Pledge
upon the exercise of the 2008 Unefon  Rights,  2005 Unefon Rights or 2003 Unefon
Rights,  respectively)  and/or  Permitted  Securities,  after  such 2008  Unefon
Pledged  Shares,  2005 Unefon  Pledged  Shares,  2003 Unefon  Pledged  Shares or
Permitted Securities are released from the 2008 Notes Collateral, the 2005 Notes
Collateral  or the 2003  Notes  Collateral,  and such  agreement  has been  duly
authorized by the Company and its stockholders.

          "Permitted Holders" has the meaning set forth in Section 4.13 hereof.

          "Permitted  Indebtedness" has the meaning set forth in Section 4.08(b)
hereof.

          "Permitted  Interest Rate,  Currency or Commodity Price  Agreement" of
any Person  means any  Interest  Rate,  Currency or  Commodity  Price  Agreement
entered into with one or more financial institutions that is designed to protect
such Person against  fluctuations  in interest rates or currency  exchange rates
with  respect to  obligations  of such  Person  and which  shall have a notional
amount no greater than the payments  due with respect to the  obligations  being
hedged thereby, or, in the case of currency or commodity protection  agreements,
against currency exchange rate or commodity price fluctuations  relating to then
existing  financial  obligations or then existing or sold production and not for
purposes of speculation.

          "Permitted  Investments"  means (i)  Investments in Cash  Equivalents,
(ii)  Investments  in  existence  on the Issue Date,  (iii)  Investments  in any
Restricted  Subsidiary by TV Azteca or any Restricted  Subsidiary  including any
Investment made to acquire such Restricted Subsidiary, provided that the primary
business  of  such  Restricted  Subsidiary  is  in a  Permitted  Business,  (iv)
Investments in TV Azteca by the Company, Cotsa or a Restricted  Subsidiary,  (v)
in the case of TV Azteca or any Restricted Subsidiary,  loans or advances in the
ordinary  course of business to employees  who are not  Affiliates of TV Azteca,



                                       21

<PAGE>

(vi) in the case of TV Azteca or any Restricted Subsidiary, loans or advances to
vendors or  contractors  of TV Azteca (other than  Affiliates of the Company) in
the ordinary course of business, (vii) prepaid expenses,  negotiable instruments
held for collection and lease,  performance deposits and other similar deposits,
in each case entered into in the ordinary course of business of the Company,  TV
Azteca or its Restricted  Subsidiaries,  (viii) stock, obligations or securities
received in the ordinary  course of business in settlement of debts owing to the
Company,  TV  Azteca  or a  Subsidiary  thereof  as  a  result  of  foreclosure,
perfection,  judgment, enforcement of any Lien, work-out or similar arrangement,
or  in  a  bankruptcy,   concurso  mercantil  or  insolvency  proceeding,   (ix)
Investments in Persons to the extent any such Investment represents the non-cash
consideration  otherwise permitted to be received by TV Azteca or its Restricted
Subsidiaries in connection with an Asset Disposition, (x) any issuance of Common
Stock of the Company,  TV Azteca or any  Restricted  Subsidiary  in exchange for
Capital Stock,  property or assets of another  Person,  (xi) Permitted  Interest
Rate,  Currency or Commodity Price  Agreements,  (xii) Permitted  Securities and
(xiii) Guarantees permitted to be Incurred by the terms hereof.

          "Permitted  Securities"  means (i) Marketable  Securities  and/or (ii)
Qualified Debt Securities,  in either case, that are acquired in connection with
a sale of 2008 Unefon Pledged Shares,  2005 Unefon Pledged Shares or 2003 Unefon
Pledged  Shares in  connection  with a Unefon Sale Event,  by using the 2008 Net
Unefon Sale  Proceeds,  the 2005 Net Unefon Sale Proceeds or the 2003 Net Unefon
Sale Proceeds  consisting of cash to purchase any such  Securities in accordance
with the terms of this  Indenture,  the 2005  Indenture and the 2003  Indenture,
respectively.

          "Permitted Subordinate Rights" means any subordinate rights, including
set-off rights,  in the 2008 Net Unefon Sale Proceeds,  the 2005 Net Unefon Sale
Proceeds  or  the  2003  Net  Unefon  Sale  Proceeds  or any  Substitute  Unefon
Consideration constituting 2008 Notes Collateral,  2005 Notes Collateral or 2003
Notes  Collateral  granted in connection  with a Unefon Sale Event in favor of a
third-party buyer of Unefon shares (or any of such buyer's Affiliates), which by
its terms  expressly  provides  that prior to the time that the Notes,  the 2005
Notes or the 2003  Notes  have been paid in full in cash such  right may only be
enforced  for amounts up to 10% of the Market  Value of the 2008 Net Unefon Sale
Proceeds, the 2005 Net Unefon Sale Proceeds or the 2003 Net Unefon Sale Proceeds
then subject to the 2008 Collateral  Pledge,  2005 Collateral Pledge or the 2003
Collateral Pledge, respectively.

          "Person"  means  any  individual,  corporation,  partnership,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
unincorporated  organization,  government or any agency or political subdivision
thereof or any other entity.  "Plan Deposits" means those amounts  receivable by
TV Azteca or its  Restricted  Subsidiaries  under deposit  agreements  and other
arrangements between TV Azteca or its Restricted  Subsidiaries and third parties
for  provision  of  advertising  to such third  parties,  whether  evidenced  by
promissory notes or otherwise.

          "Pledge and Security Agreement" means a Pledge and Security Agreement,
in substantially  the form set forth in Exhibit H-4 attached hereto, as the same
may be amended, supplemented and/or modified in accordance with the terms hereof
and thereof.


                                       22

<PAGE>

          "Pledged  Shares  Coverage Ratio" has the meaning set forth in Section
11.04(a) hereof.

          "Preferred Dividends" for any Person means for any period the quotient
determined by dividing the amount of dividends and distributions paid or accrued
(whether or not  declared) on Preferred  Stock of such Person during such period
calculated  in  accordance  with Mexican  GAAP,  by 1 minus the actual  combined
Federal,  state,  local  and  foreign  income  tax  rate  of  such  Person  on a
consolidated basis (expressed as a decimal).

          "Preferred  Stock" of any Person means Capital Stock of such Person of
any class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the  distribution of assets upon any voluntary or involuntary
liquidation,  dissolution  or  winding up of such  Person,  to shares of Capital
Stock of any other class of such Person.

          "Prenda  Mercantil"  means  a  pledge  and  security   agreement,   in
substantially  the form set forth in Exhibit I-1 attached  hereto (the execution
copy of which  will be in  Spanish),  as the same may be  amended,  supplemented
and/or modified in accordance with the terms hereof and thereof.

          "Prenda  Mercantil  Notice"  means the notice of sale to be  delivered
pursuant  to  Section  6.02 by the  Trustee to the  depositary  under the Prenda
Mercantil  in the event that an Event of Default  occurs and is  continuing,  in
substantially the form set forth in Exhibit I-2 attached hereto.

          "Proceeding"  means any suit in  equity,  action at law,  arbitration,
judicial or extrajudicial administrative proceeding.

          "Proposed  Amendments" means amendments proposed by the Company to the
2003 Indenture pursuant to the Exchange Offer and Consent Solicitation.

          "QIB"  means any  "qualified  institutional  buyer" as defined in Rule
144A under the Securities Act.

          "Qualified  Debt  Securities"  means any  obligation  of a third party
buyer of Unefon shares (or any of such buyer's  Affiliates)  evidenced by bonds,
debentures,  notes or other similar instruments issued by such Person,  provided
that such Person is, or is a  subsidiary  of another  Person that is,  organized
under the laws of the United  States of America  or any OECD  country,  and such
obligations are payable upon maturity either in cash or Marketable Securities.

          "Receivables" means receivables, chattel paper, instruments, documents
or  intangibles  evidencing  or  relating  to the  right to  payment  of  money.
"Receivables"  shall include the  indebtedness  and payment  obligations  of any
Person  to TV  Azteca  or any  of  its  Subsidiaries  arising  from  a  sale  of
merchandise or services by TV Azteca or such  Subsidiary in the ordinary  course
of its  business,  including any right to payment for goods sold or for services
rendered,  and including the right to payment of any interest,  finance charges,
returned check or late charges and other obligations of such Person with respect

                                       23

<PAGE>

thereto.  Receivables  shall  also  include  (a)  all  of TV  Azteca's  or  such
Subsidiary's interest in the merchandise  (including returned  merchandise),  if
any,  relating  to the sale  which gave rise to such  Receivable,  (b) all other
security  interests  or Liens and  property  subject  thereto  from time to time
purporting  to  secure  payment  of such  Receivable,  whether  pursuant  to the
contract  related to such  Receivable or otherwise,  together with all financing
statements  signed  by  an  Obligor  describing  any  collateral  securing  such
Receivable,  and (c) all  Guarantees,  insurance,  letters  of credit  and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such Receivable  whether pursuant to the contract related to
such Receivable or otherwise.

          "Receivables Sale" of any Person means any sale of Receivables of such
Person  (pursuant  to a  purchase  facility  or  otherwise),  other  than (i) in
connection with a disposition of the business operations of such Person relating
thereto or a disposition of defaulted  Receivables for purpose of collection and
not as a  financing  arrangement,  or (ii)  pursuant  to a  transaction  that is
treated as a "true sale" under  Mexican GAAP and as a matter of Mexican law (and
as to which such Person has  received  an opinion to such  effect from  counsel,
which may be the counsel to such Person).

          "Record Date" means,  with respect to any Payment Date the  applicable
date specified in Section 2.12 hereof.

          "Redeemable  Stock"  of any  Person  means any  Capital  Stock of such
Person  that by its  terms  (or by the terms of any  security  into  which it is
convertible or for which it is  exchangeable)  or otherwise  (including upon the
occurrence of an event)  matures or is required to be redeemed  (pursuant to any
sinking fund obligation or otherwise) or is convertible into or exchangeable for
Indebtedness or is redeemable at the option of the Holder  thereof,  in whole or
in part, at any time prior to the Final  Maturity  Date of the Notes;  provided,
however,  that shares of variable  capital stock that have only statutory rights
of redemption  under Mexican law shall not be considered  Redeemable Stock until
such rights are exercised.

          "Redemption  Date" when used with  respect to any Note to be  redeemed
means the date fixed for such  redemption  by or pursuant to this  Indenture and
such Note.

          "Redemption  Price" when used with  respect to any Note to be redeemed
means the price fixed for such  redemption by or pursuant to this  Indenture and
such Note.

          "Reference  Period" means,  with respect to a Disclosure Event, the 15
Trading  Days  immediately  following  the date on which such  Disclosure  Event
occurred;  provided,  however,  if TV Azteca  declares  a dividend  during  such
period, the Reference Period shall be the 15 Trading Days immediately  following
the date such declaration was publicly announced.

          "Refinance"  means,  in respect  of any  Indebtedness,  to  refinance,
renew,  refund,  repay,  prepay,   redeem,   defease  or  retire,  or  to  issue
Indebtedness in exchange or replacement  for, all or part of such  Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

          "Registered  Global Note" has the meaning set forth in Section 2.01(c)
hereof.

          "Registrar" has the meaning set forth in Section 2.03 hereof.

                                       24

<PAGE>


          "Registration   Rights   Agreement"  means  the  Registration   Rights
Agreement, dated as of the date hereof, between the Company and UBS Warburg LLC,
relating  to the  registration  by the  Company  of the  Initial  Notes with the
Commission.

          "Regulation S" means  Regulation S under the Securities Act (including
any successor regulation thereto), as it may be amended from time to time.

          "Regulation  S Global  Note"  has the  meaning  set  forth in  Section
2.01(a) hereof.

          "Regulation  S-X" means  Regulation S-X  promulgated by the Commission
(including any successor regulation thereto),  as it may be amended from time to
time.

          "Responsible Officer," means, with respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee,  including any Vice President,
Assistant Vice President,  Treasurer,  Assistant Treasurer, or any other officer
of the Trustee  customarily  performing  functions similar to those performed by
any of the above  designated  officers  and also,  with  respect to a particular
matter,  any other  officer  to whom such  matter is  referred  because  of such
officer's knowledge of and familiarity with the particular subject.

          "Restricted  Payment"  has the  meaning  set forth in Section  4.09(a)
hereof.

          "Restricted  Regulation  S Global  Note" has the  meaning set forth in
Section 2.01(a) hereof.

          "Restricted  Shares"  means any shares of  Capital  Stock of TV Azteca
owned by the Company that are not Unrestricted Shares.

          "Restricted  Subsidiary"  means any Subsidiary of TV Azteca other than
an Unrestricted Subsidiary.

          "Rights" means, collectively,  the 2008 Unefon Rights, the 2005 Unefon
Rights, the 2003 Unefon Rights and the Cosmo Rights.

          "Rights  Exercise"  means the exercise of the purchase rights pursuant
to the 2008 Unefon Rights,  the 2005 Unefon Rights and the 2003 Unefon Rights or
the exercise of the purchase  rights  pursuant to the Cosmo Rights,  as the case
may be, in whole or in part, by the holders thereof and the payment  therefor as
therein provided.

          "Rights  Grant"  means the grant of the  Rights by TV Azteca to the TV
Azteca Shares.

          "Rule 144"  means Rule 144 under the  Securities  Act  (including  any
successor regulation thereto), as it may be amended from time to time.

          "Rule 144A" means Rule 144A under the  Securities  Act  (including any
successor regulation thereto), as it may be amended from time to time.

                                       25

<PAGE>


          "Sale and Leaseback  Transaction"  means an  arrangement by any Person
with any lender or  investor  or to which  such  lender or  investor  is a party
providing for the leasing by such Person of any property or asset of such Person
which has been or is being sold or  transferred by such Person not more than 270
days  after  the  acquisition  thereof  or the  completion  of  construction  or
commencement of operation thereof to such lender or investor or to any Person to
whom funds have been or are to be  advanced  by such  lender or  investor on the
security of such property or asset. The stated maturity of such arrangement will
be the date of the last  payment  of rent or any other  amount  due  under  such
arrangement  prior to the first date on which such arrangement may be terminated
by the lessee without payment of a penalty.

          "Securities  Act" means the  Securities  Act of 1933, as amended,  and
includes the rules and regulations of the Commission promulgated thereunder.

          "Security Register" has the meaning set forth in Section 2.03 hereof.

          "Significant Subsidiary" means any Restricted Subsidiary that would be
a  "significant  subsidiary"  of TV Azteca within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

          "Special  Record  Date" means a date fixed by the Trustee  pursuant to
Section 2.12 for the payment of Defaulted Amount.

          "Standard & Poor's" means  Standard & Poor's Ratings Group, a division
of McGraw Hill  Corporation,  or, if Standard & Poor's Ratings Group shall cease
rating the  specified  debt  securities  and such ratings  business with respect
thereto  shall have been  transferred  to a  successor  Person,  such  successor
Person.

          "Stated  Maturity"  means,  with  respect  to any  security,  the date
specified  in such  security as the fixed date on which the payment of principal
of such security, and premium (if any) is due and payable, including pursuant to
any mandatory  redemption  provision (but excluding any provision  providing for
the  repurchase  of such  security at the option of the holder  thereof upon the
happening  of any  contingency  beyond the  control of the  issuer  unless  such
contingency has occurred).

          "Subordinated  Indebtedness"  means  Indebtedness of the Company as to
which the payment of principal of (and  premium,  if any) and interest and other
payment  obligations in respect of such Indebtedness is subordinate to the prior
payment in full of the Notes and the rights of the holders of such  Indebtedness
to  accelerate  or  otherwise  commence  legal  action  against  the Company are
subordinated or otherwise limited vis-a-vis the rights of the Holders.

          "Subsidiary"  means,  with  respect to any  Person,  any  corporation,
association,  partnership or other business entity of which more than 50% of the
total voting power of Capital Stock or other  interests  (including  partnership
interests)  entitled  (without  regard to the occurrence of any  contingency) to
vote generally in the election of directors,  managers or trustees thereof is at
the time owned, directly or indirectly, by (i) such Person, (ii) such Person and
one or more  Subsidiaries  of such Person or (iii) one or more  Subsidiaries  of
such Person.

          "Substitute  Collateral" has the meaning set forth in Section 11.04(d)
hereof.

                                       26

<PAGE>


          "Substitute Unefon Consideration" has the meaning set forth in Section
11.04(b)(ii) hereof.

          "Temporary Notes" has the meaning set forth in Section 2.10 hereof.

          "Trade  Payables"  means,  with  respect to any Person,  any  accounts
payable or any other monetary obligation to trade creditors created,  assumed or
guaranteed  by such Person or any of its  Subsidiaries  arising in the  ordinary
course of business in connection  with (i) the  acquisition of goods or services
and  required  to be paid within one year of the date of  Incurrence  thereof or
(ii) programming or films.

          "Trading  Day" means each  Monday,  Tuesday,  Wednesday,  Thursday and
Friday,  other than a day on which  securities  are not traded on the applicable
securities exchange or in the applicable securities market.

          "Transfer Agent" shall initially mean the Trustee,  and thereafter any
successor thereto appointed in accordance with this Indenture.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss.  7aaa 7bb) as in effect on the date of this Indenture  except as required
by  Section  9.04  hereof  or if this  Indenture  is  qualified  under the Trust
Indenture Act, then as of the date of such  qualification;  provided that in the
event the  Trust  Indenture  Act of 1939 is  amended  after  such  date,  "Trust
Indenture  Act" means to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939, as so amended.

          "Trustee"  means  the  party  named  as such in the  preamble  to this
Indenture  until a successor  replaces it in accordance  with the  provisions of
this Indenture and, thereafter, means such successor.

          "TVA  Refinancing  Indebtedness"  has the meaning set forth in Section
4.08(b)(iv) hereof.

          "TV Azteca"  means TV Azteca,  S.A. de C.V., a  corporation  (sociedad
anonima de capital  variable)  established  under the laws of the United Mexican
States.

          "TV Azteca Notes" means the notes issued and  outstanding  pursuant to
that  certain  Indenture,  dated as of  February  5,  1997,  as  amended  and/or
supplemented  from  time to time,  among TV  Azteca,  certain  guarantors  named
therein and The Bank of New York, as trustee.

          "TV Azteca  Option  Grant" means the grants to be made by TV Azteca of
stock options under the Select, Top and Superior stock option plans of TV Azteca
to certain  officers and directors of TV Azteca in connection with a Unefon Sale
Event,  which will be exercisable  for up to 53,908,356  CPOs of TV Azteca.

          "TV Azteca Shares" means, collectively,  (i) TV Azteca's 8,964,706,897
outstanding  shares as of October 19, 2000  consisting of (a)  ordinary,  no par
value,  Series "A" shares, (b) ordinary,  no par value,  Series "D-A" shares and

                                       27

<PAGE>

(c) ordinary, no par value, Series "D-L" shares, (ii) the employee stock options
which were vested and exercisable as of February 1, 2001,  representing  options
to purchase  51,578,430 shares of TV Azteca,  (iii) the 206,953,428 shares of TV
Azteca reserved for issuance as of October 19, 2000,  under the Select,  Top and
Superior  stock  option  plans of TV Azteca,  and (iv) TV  Azteca's  119,858,484
repurchase fund shares held in treasury as of October 19, 2000.

          "TV  Azteca  Unefon  Arrangements"  means the Stock  Subscription  and
Shareholder Agreement, each dated as of May 14, 1999, as amended, between, among
others,  TV Azteca and Moises Saba Masri and the related Voting Trust  Agreement
dated November 15, 2000.

          "TVA Board Resolution"  means a copy of a resolution  certified by the
Secretary  or an  Assistant  Secretary of TV Azteca to have been duly adopted by
the Board of  Directors  of TV Azteca  and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

          "2003  Collateral  Agent" means the applicable  agent designated under
the 2003 Collateral Pledge to hold any of the 2003 Notes Collateral.

          "2003  Collateral  Pledge" means the collateral  pledge and collateral
agreements,  substantially  in the forms annexed to the 2003  Indenture,  by and
among the  Company  and the parties  thereto,  as such may be amended,  modified
and/or supplemented in effect from time to time, creating a security interest in
the 2003 Notes Collateral.

          "2003  Indenture"  means the Indenture,  dated as of January 31, 2002,
between the Company,  as issuer, and The Bank of New York, as trustee,  relating
to the 2003 Notes, as amended by the 2003 Notes Supplemental  Indenture,  as may
be further amended, modified and/or supplemented from time to time.

          "2003  Net  Unefon  Sale  Proceeds"  from the sale of any 2003  Unefon
Pledged Shares means all consideration  received therefrom,  net of (i) all cash
payments paid to TV Azteca in respect of the exercise  price for the  underlying
2003  Unefon  Pledged  Shares  and (ii)  legal,  accounting  and other  fees and
expenses  incurred in connection  with the sale of Unefon not in excess of 1% of
the Market  Value of the  aggregate  2003 Net Unefon Sale  Proceeds  (calculated
without giving effect to the deduction pursuant to this clause (ii)).

          "2003 Notes" means the Company's  outstanding  10 1/2% Senior  Secured
Notes due 2003 issued pursuant to the 2003 Indenture.

          "2003  Notes  Collateral"  means the  Capital  Stock of TV Azteca  and
Unefon, and the distributions and proceeds related thereto, pledged from time to
time (and not released) by the Company under the 2003 Collateral  Pledge for the
benefit of the holders of the 2003 Notes.

          "2003  Notes  Supplemental  Indenture"  means the  First  Supplemental
Indenture,  dated as of May 12, 2003,  between the Company,  as issuer,  and the
Bank of New York, as trustee, relating to the 2003 Indenture.

                                       28

<PAGE>


          "2003 TV Azteca  Pledged  Shares" means all of the Capital Stock of TV
Azteca (other than the 2005 TV Azteca Pledged Shares, the 2008 TV Azteca Pledged
Shares,  the Azteca  Holdings Series A Shares and the Elektra  Reserved  Shares)
owned directly by the Company and constituting part of the 2003 Notes Collateral
(together with any successor securities permitted under the 2003 Indenture).

          "2003  Unefon  Pledged  Shares"  means all shares of Capital  Stock of
Unefon acquired  pursuant to the exercise of the 2003 Unefon Rights,  which term
shall also include any  depositary  securities,  including  American  depositary
shares or  ordinary  participation  certificates,  which are issued  against the
deposit  of any  shares of  Capital  Stock of Unefon  constituting  2003  Unefon
Pledged Shares.

          "2003  Unefon   Rights"  means  the  Unefon  Rights  with  respect  to
147,215,706 ordinary,  no par value, Series "A" shares of Unefon,  consisting of
(i) 20,754,770  shares of Capital Stock of Unefon that may be acquired  pursuant
to the exercise of the Unefon Rights  associated with the 2003 TV Azteca Pledged
Shares  and (ii)  126,460,936  shares of  Capital  Stock of  Unefon  that may be
acquired  pursuant  to  the  exercise  of  the  Unefon  Rights  associated  with
1,009,860,529  Azteca  Holdings  Series A Shares (other than, in each case,  any
such 2003 Unefon Rights that have been released in connection  with the Proposed
Amendments or upon repayment in full of the 2003 Notes and constituting  part of
the 2008 Notes Collateral).

          "2005  Collateral  Pledge" means the collateral  pledge and collateral
agreements,  substantially  in the forms annexed to the 2005  Indenture,  by and
between the Company and the parties  thereto,  as such may be amended,  modified
and/or supplemented in effect from time to time, creating a security interest in
the 2005 Notes Collateral.

          "2005  Indenture"  means  the  Indenture,  dated  as of May 18,  2001,
between the Company,  as issuer, and The Bank of New York, as trustee,  relating
to the 2005 Notes, as the same may be amended, modified and/or supplemented from
time to time.

          "2005  Net  Unefon  Sale  Proceeds"  from the sale of any 2005  Unefon
Pledged Shares means all consideration  received therefrom,  net of (i) all cash
payments paid to TV Azteca in respect of the exercise  price for the  underlying
2005  Unefon  Pledged  Shares  and (ii)  legal,  accounting  and other  fees and
expenses  incurred in connection  with the sale of Unefon not in excess of 1% of
the Market  Value of the  aggregate  2005 Net Unefon Sale  Proceeds  (calculated
without giving effect to the deduction pursuant to this clause (ii)).

          "2005 Notes" means the Company's  outstanding  12 1/2% Senior  Secured
Notes due 2005, as the same may be amended,  modified  and/or  supplemented,  or
Refinanced, from time to time.

          "2005 Notes Collateral" means the shares of Capital Stock of TV Azteca
or Unefon and distributions  and proceeds related thereto,  pledged from time to
time (and not released) by the Company under the 2005 Collateral  Pledge for the
benefit of the holders of the 2005 Notes.

          "2005 TV Azteca  Pledged  Shares" means all of the Capital Stock of TV
Azteca (other than the 2008 TV Azteca Pledged Shares, the 2003 TV Azteca Pledged

                                       29

<PAGE>

Shares,  the Azteca  Holdings Series A Shares and the Elektra  Reserved  Shares)
owned directly by the Company and constituting part of the 2005 Notes Collateral
(together with any successor securities permitted under the 2005 Indenture).

          "2005  Unefon  Pledged  Shares"  means all shares of Capital  Stock of
Unefon acquired  pursuant to the exercise of the 2005 Unefon Rights,  which term
shall also include any  depositary  securities,  including  American  depositary
shares or  ordinary  participation  certificates,  which are issued  against the
deposit  of any  shares of  Capital  Stock of Unefon  constituting  2005  Unefon
Pledged Shares.

          "2005  Unefon  Rights"  means the Unefon  Rights  with  respect to the
448,514,700  shares of Capital Stock of Unefon,  which Unefon Rights are part of
the 2005 Notes Collateral.

          "2008  Collateral  Agent"  means any agent  designated  under the 2008
Collateral Pledge to hold any of the 2008 Notes Collateral.

          "2008  Collateral  Pledge"  means the  collateral  pledge and security
agreements,  substantially in the forms annexed to this Indenture,  by and among
the Company and the parties  thereto,  as such may be amended,  modified  and/or
supplemented, creating a security interest in the 2008 Notes Collateral.

          "2008  Net  Unefon  Sale  Proceeds"  from the sale of any 2008  Unefon
Pledged Shares means all consideration  received therefrom,  net of (i) all cash
payments paid to TV Azteca in respect of the exercise  price for the  underlying
2008  Unefon  Pledged  Shares  and (ii)  legal,  accounting  and other  fees and
expenses  incurred in connection  with the sale of Unefon not in excess of 1% of
the Market  Value of the  aggregate  2008 Net Unefon Sale  Proceeds  (calculated
without giving effect to the deduction pursuant to this clause (ii)).

          "2008 Notes  Collateral"  has the  meaning set forth in Section  11.01
hereof.

          "2008 TV Azteca  Pledged  Shares" has the meaning set forth in Section
11.01(i) hereof.

          "2008  Unefon  Pledged  Shares"  means all shares of Capital  Stock of
Unefon  acquired  pursuant to the exercise of the 2008 Unefon  Rights which term
shall also include any  depositary  securities,  including  American  depositary
shares or  ordinary  participation  certificates,  which are issued  against the
deposit  of any  shares of  Capital  Stock of Unefon  constituting  2008  Unefon
Pledged Shares.

          "2008  Unefon   Rights"  means  the  Unefon  Rights  with  respect  to
147,215,706 ordinary,  no par value, Series "A" shares of Unefon,  consisting of
(i) 20,754,770  shares of Capital Stock of Unefon that may be acquired  pursuant
to the exercise of the Unefon Rights  associated with the 2008 TV Azteca Pledged
Shares  and (ii)  126,460,936  shares of  Capital  Stock of  Unefon  that may be
acquired  pursuant  to  the  exercise  of  the  Unefon  Rights  associated  with
1,009,860,529  Azteca  Holdings  Series A Shares,  in each  case,  to the extent
released from the 2003 Collateral Pledge pursuant to the Proposed  Amendments or
the terms of this Indenture and the 2003 Indenture and  constituting a component
of the 2008 Notes Collateral.


                                       30

<PAGE>

          "Unefon" means Unefon,  S.A. de C.V., a corporation  (sociedad anonima
de capital variable) established under the laws of the United Mexican States.

          "Unefon  Agreement" means the Unefon Agreement,  dated as of March 27,
2001, among Mr. Salinas Pliego,  Mrs. Salinas Gomez and the Company, as the same
may be amended, supplemented and/or modified from time to time.

          "Unefon  Pledge" means the pledge under the Unefon  Pledge  Agreement,
creating a security interest in the 2008 Unefon Pledged Shares.

          "Unefon Pledge Agreement" means the Caucion Bursatil for the pledge of
the 2008 Unefon Pledged  Shares,  in  substantially  the form set in Exhibit H-1
attached  hereto (the execution  copy of which will be in Spanish),  as the same
may be amended, supplemented and/or modified in accordance with the terms hereof
and thereof.

          "Unefon  Pledge  Agreement  Notice"  means  the  Notice  of Sale to be
delivered  pursuant to Section 6.02 hereof by the Trustee to the executor  under
the Unefon Pledge  Agreement in the event that an Event of Default occurs and is
continuing, in substantially the form set forth in Exhibit H-2 attached hereto.

          "Unefon Sale Event" means (a) any of the  following  events  (provided
the  Board of  Directors  of TV Azteca  approves  such  event):  (i) a merger or
consolidation  of Unefon with or into  another  corporation  or other  entity in
which,  following  such  merger or  consolidation,  at least a  majority  of the
Capital Stock of Unefon (or the survivor of such merger or consolidation) is not
owned by TV Azteca and any other Persons that own such Capital Stock on the date
immediately  prior  to  such  merger  or  consolidation,  (ii) a sale  of all or
substantially  all of Unefon's assets,  or (iii) a sale (by tender or otherwise)
of at  least a  majority  of  Unefon's  outstanding  shares,  or (b)  any  other
acceleration of the  exercisability  of the 2008 Unefon Rights,  the 2005 Unefon
Rights  or the 2003  Unefon  Rights  approved  by the Board of  Directors  of TV
Azteca.

          "Uninvested  Asset Sale  Distributions"  has the  meaning set forth in
Section 4.09(d) hereof.

          "Unrestricted  Shares" means (i) any  securities  owned by the Company
not  constituting  2008 Notes  Collateral,  2005 Notes  Collateral or 2003 Notes
Collateral  and (ii) any shares of Capital  Stock of Grupo Cotsa or other Person
(other  than TV Azteca or its  Restricted  Subsidiaries)  owned by the  Company;
provided,  however,  that none of the Elektra  Reserved Shares shall  constitute
Unrestricted Shares unless the Company certifies to the Trustee that Elektra has
consented in writing to any  transaction  proposed by the Company  involving the
Elektra  Reserved Shares (other than delivery to Elektra pursuant to the Elektra
Share Exchange Agreement).

          "Unrestricted  Subsidiary"  has the meaning set forth in Section  4.17
hereof.

          "U.S.  Dollars" or "US$" each means the currency of the United  States
of America.

                                       31

<PAGE>


          "U.S.  GAAP" means  generally  accepted  accounting  principles in the
United States of America, as of any date of determination, consistently applied,
including those set forth in the opinions and  pronouncements  of the Accounting
Principles Board of the American  Institute of Certified Public  Accountants and
statements and pronouncements of the Financial  Accounting Standards Board or in
such other statements by such other entity as approved by a significant  segment
of the accounting profession.

          "U.S. Government Obligations" means direct, fixed rate obligations (or
certificates  representing  an ownership  interest in such  obligations)  of the
United States of America (including any agency or  instrumentality  thereof) for
the  payment of which the full faith and credit of the United  States of America
is  pledged,  which  are not  callable  and which  mature  (or may be put to the
Company by the holder at no less than par) no later than the Final Maturity Date
of the Notes.

          "U.S. Person" has the meaning given to such term under Regulation S.

          "Voting  Stock" of any  Person  means any class or  classes of Capital
Stock of such  Person  which,  alone or  together  with  any such  other  class,
ordinarily has voting power for the election of at least a majority of directors
(or Persons performing  similar functions) of such Person,  whether at all times
or only so long as no senior class of securities has such voting power by reason
of any contingency.

          "Weighted  Average  Life  to  Maturity"  means,  when  applied  to any
Indebtedness or Redeemable  Stock, as the case may be at any date, the number of
years  obtained by dividing (a) the sum of the products  obtained by multiplying
(x) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in
respect  thereof,  by (y)  the  number  of  years  (calculated  to  the  nearest
one-twelfth)  that will elapse between such date and the making of such payment,
by (b) the then  outstanding  principal  amount or  liquidation  preference,  as
applicable, of such Indebtedness or Redeemable Stock, as the case may be.

          "Wholly Owned Restricted Subsidiary" means any Wholly Owned Subsidiary
of TV Azteca that is also a Restricted Subsidiary.

          "Wholly  Owned  Subsidiary"  of any Person means a Subsidiary  of such
Person all of the  outstanding  Capital  Stock or other  ownership  interests of
which (other than directors'  qualifying shares and shares of Common Stock that,
in the aggregate,  do not exceed 1% of the economic value or voting power of the
outstanding Capital Stock of such Subsidiary) shall at the time be owned by such
Person or by one or more  Subsidiaries  of such Person or by such Person and one
or more Subsidiaries of such Person.

          "Withdrawal  Period" means (i) in the case of a Disclosure  Event, the
15-Business-Day  period  immediately  following the Reference Period relating to
such  Disclosure  Event,  and (ii) in the case of any offering of debt or equity
securities of TV Azteca  pursuant to an effective  registration  statement under
the Securities Act, the 15-Business-Day period immediately following the date of
issuance  of the final  prospectus  relating  to such  offering  (which  date of
issuance will be deemed to be the date on the cover page of such prospectus).

                                       32

<PAGE>


          "Withdrawn Shares" has the meaning set forth in Section 11.04 hereof.

          SECTION  1.02.  Rules of  Construction.  Unless the context  otherwise
                          ----------------------
requires:
          (a) the words "herein,"  "hereof" and  "hereunder," and other words of
similar  import,  refer to this  Indenture as a whole and not to any  particular
Article, Section or other subdivision;

          (b) "or" is not exclusive; and

          (c) "including" means including without limitation.

          SECTION  1.03.  Form of Documents  Delivered  to Trustee.  In any case
                          ----------------------------------------
where several  matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered  by the  opinion  of,  only one such  Person,  or that they be so
certified  or covered by only one  document,  but one such Person may certify or
give an opinion  with respect to some matters and one or more other such Persons
as to other  matters,  and any such  Person may certify or give an opinion as to
such matters in one or several documents.

          Any  certificate or opinion of an Officer of the Company may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such  certificate or opinion or Opinion of Counsel may be based,
insofar as it relates to factual  matters,  upon a certificate or opinion of, or
representations  by, an Officer or Officers  stating that the  information  with
respect to such factual  matters is in the possession of the Company unless such
Officer or counsel  knows,  or in the exercise of  reasonable  care should know,
that the certificate or opinion or representations  with respect to such matters
are erroneous.

          Where any Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

          SECTION 1.04. Acts of Holders.
                        ---------------

          (a) Any request, demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become  effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required,  to the Company. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this

                                       33

<PAGE>

Indenture and (subject to Section 7.01) conclusive in favor of the Trustee,  and
the Company, if made in the manner provided in this Section 1.04.

          (b) The fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by an acknowledgment of a notary public or other officer authorized
by law to take acknowledgments of deeds,  certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution  is  by a  signer  acting  in a  capacity  other  than  such  signer's
individual  capacity,  such  certificate  or  affidavit  shall  also  constitute
sufficient proof of the signer's  authority.  The fact and date of the execution
of any such instrument or writing,  or the authority of the person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

          (c) The  ownership of Notes shall be proved by the Security  Register,
and the ownership of beneficial interests in the Global Notes shall be proved by
the records of the Depositary.

          (d) Any request, demand,  authorization,  direction,  notice, consent,
waiver or other Act of the Holder of every Note shall bind every  future  Holder
of the same Note and the  Holder of any Note  issued  upon the  registration  of
transfer  thereof  or in  exchange  therefor  or in lieu  thereof  in respect of
anything  done,  suffered or omitted to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

          (e) The Company may, but shall not be obligated  to, in or pursuant to
a Board Resolution, fix a record date for the purpose of determining the Holders
entitled to give their consent or take any other action required or permitted to
be taken pursuant to this  Indenture.  Such record date shall be the record date
specified  in or  pursuant to such Board  Resolution,  which shall be a date not
earlier  than  the date 30 days  prior  to the  first  solicitation  of  Holders
generally  in  connection  therewith  and not later  than the date of such first
solicitation.  If a record  date is fixed,  notwithstanding  the  provisions  of
Section  9.05  hereof,  those  Persons who were Holders of Notes at the close of
business on such record date (or their duly designated proxies),  and only those
Persons,  shall be entitled  to take any such action or give such  consent or to
revoke any consent previously given,  whether or not such Persons continue to be
Holders after such record date.

          SECTION 1.05.  Satisfaction and Discharge.  This Indenture shall cease
                         --------------------------
to be of further effect (except as to the rights of Holders under Sections 2.06,
2.08, 4.04 and 4.05 hereof) and the Trustee,  on receipt of an Order  requesting
such action,  shall execute proper  instruments  acknowledging  satisfaction and
discharge of this Indenture, when (a) either (i) all outstanding Notes have been
delivered to the Trustee for cancellation  (other than (A) Notes which have been
destroyed,  lost or stolen and which have been  replaced  or paid as provided in
Section 2.08 hereof and (B) Notes for whose payment money has been  deposited in
trust with the Trustee or any Paying Agent and thereafter paid to the Company or
discharged  from such trust) or (ii) all  outstanding  Notes (A) have become due
and  payable,  whether at  Maturity or as a result of the mailing of a notice of
redemption as described in Section 3.01 hereof,  (B) will become due and payable

                                       34

<PAGE>

at their Maturity within one year, or (C) are to be called for redemption within
one year under  irrevocable  arrangements  satisfactory  to the  Trustee for the
giving of notice of redemption  by the Trustee in the name,  and at the expense,
of the  Company,  and the  Company,  in the  case of  clause  (ii)  hereof,  has
irrevocably  deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount  sufficient  to pay and discharge the entire
indebtedness on such Notes, for principal,  premium (if any) and interest to the
date of such deposit (in the case of Notes which have become due and payable) or
to the relevant  Redemption  Date, as the case may be, together with irrevocable
instructions from the Company in form and substance  reasonably  satisfactory to
the Trustee  directing  the Trustee to apply such funds to the payment  thereof;
(b) the Company has paid or caused to be paid all other sums  payable  hereunder
by the  Company;  and (c) the Company has  delivered to the Trustee an Officers'
Certificate  of the  Company and an Opinion of Counsel,  each  stating  that all
conditions  precedent  herein  provided  for  relating to the  satisfaction  and
discharge  of this  Indenture  have  been  complied  with.  Notwithstanding  the
satisfaction and discharge of this Indenture  pursuant to this Section 1.05, the
Company's  obligations  under Sections 2.02,  2.03,  2.07,  2.08, 2.11, 2.12 and
2.13,  the  Company's  rights of redemption  under  Article III hereof,  and the
obligations  of the Company to the Trustee  under  Section 7.10 hereof,  and, if
money  shall  have been  deposited  with the  Trustee  in trust for the  Holders
pursuant to this Section 1.05, the obligations of the Trustee under this Section
1.05 and Sections 2.04 and 4.04 hereof shall survive.

          All money  deposited  with the Trustee  pursuant to this  Section 1.05
shall be held in trust and applied by it, in accordance  with the  provisions of
the Notes and this  Indenture,  to the payment,  either  directly or through any
Paying Agent, to the Persons  entitled  thereto,  of the principal,  premium (if
any) and  interest for the payment of which such money has been  deposited  with
the Trustee.

          The Trustee and the Paying  Agent  shall  promptly  pay to the Company
upon  written  request any excess money or  securities  held by them at any time
after satisfaction and discharge of this Indenture.

                                   ARTICLE II

                                   THE NOTES

          SECTION 2.01. Form of Notes; Book Entry Provisions; Title. The Initial
                        -------------------------------------------
Notes are being offered pursuant to the Exchange Offer and Consent Solicitation.
The Initial Notes will be issued  initially  only (i) in the United  States,  to
QIBs  and  Institutional  Accredited  Investors,  in a  private  transaction  in
reliance upon an exemption from the registration  requirements of the Securities
Act, and (ii) outside the United  States in "offshore  transactions"  within the
meaning and  consistent  with the terms and conditions of Regulation S under the
Securities  Act. Such Initial  Notes may  thereafter  be  transferred  to, among
others, QIBs, Institutional Accredited Investors and purchasers in reliance upon
Regulation S in accordance with the procedures  described  herein.  The Exchange
Notes will be issued  pursuant  to this  Indenture  in exchange  for,  and in an
aggregate  amount equal to, the Initial Notes,  in compliance  with the terms of
the Registration  Rights Agreement and the registration  statement governing the
Exchange Notes.

                                       35

<PAGE>


          (a)  Restricted  Regulation S Global  Note;  Regulation S Global Note.
               ----------------------------------------------------------------
Initial Notes to be sold in  transactions  outside the United States in reliance
on Regulation S shall be issued in the form of a global Note in fully registered
form without interest coupons, substantially in the form of Exhibit A-1 attached
hereto, with such legends as may be applicable thereto, which shall be deposited
on behalf of the Holder  thereof  with the  Trustee,  as  custodian  for DTC and
registered in the name of Cede, as DTC's  nominee,  duly executed by the Company
and authenticated by the Trustee in the manner set forth in Section 2.02 hereof,
for  credit on the Issue Date of the  portions  of the  principal  amount of the
Restricted  Regulation  S  Global  Note  to  the  accounts  of  the  appropriate
Participants  at  Euroclear  and  Clearstream  or such other  account(s)  as the
appropriate  Participants may direct.  Until the expiration of the 40-day period
following  the  completion  of  the  distribution  of  the  Initial  Notes  (the
"Distribution  Compliance  Period"),  interests  in such global Note may only be
held by the agent  members of Euroclear  and  Clearstream,  unless  transfer and
delivery  is  made  in the  form  of an  interest  in the  144A  Global  Note in
accordance with the certification  requirements set forth in Section 2.06(b)(iv)
hereof or in the form of an interest in the  Institutional  Accredited  Investor
Global  Note in  accordance  with the  certification  requirements  set forth in
Section 2.06(b)(v) hereof. Until such time as the Distribution Compliance Period
shall have  terminated,  such  global  Note shall be  referred  to herein as the
"Restricted  Regulation  S Global  Note."  After  such time as the  Distribution
Compliance  Period shall have terminated,  such global Note shall be referred to
herein as the "Regulation S Global Note." The aggregate  principal amount of the
Restricted  Regulation  S Global Note and the  Regulation S Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee,  as custodian  for DTC, or DTC or its  nominee,  as the case may be, as
hereinafter provided.

          (b) 144A  Global  Note.  Initial  Notes to be sold in reliance on Rule
              ------------------
144A  shall be  issued  in the form of a global  Note in fully  registered  form
without interest coupons (the "144A Global Note"), substantially in the form set
forth in Exhibit A-2 attached  hereto,  with such  legends as may be  applicable
thereto,  which  shall be  deposited  on behalf of the Holder  thereof  with the
Trustee,  as custodian  for DTC, and  registered  in the name of Cede,  as DTC's
nominee,  duly executed by the Company and  authenticated  by the Trustee in the
manner set forth in  Section  2.02  hereof,  for credit on the Issue Date of the
portions of the  principal  amount of the 144A Global Note to the account of the
appropriate  Participants  at DTC or such other  account(s)  as the  appropriate
Participants may direct. The aggregate  principal amount of the 144A Global Note
may from time to time be  increased  or  decreased  by  adjustments  made on the
records of the Trustee, as custodian for DTC, or DTC or its nominee, as the case
may be, as hereinafter provided.

          (c) Institutional Accredited Investor Global Note. Initial Notes to be
              ---------------------------------------------
sold  to  Institutional  Accredited  Investors  which  are not  QIBs  (excluding
Non-U.S.  persons)  shall  be  issued  in the  form of a  global  Note in  fully
registered form without interest coupons (the "Institutional Accredited Investor
Global  Note"),  substantially  in the form set forth in  Exhibit  A-3  attached
hereto, with such legends as may be applicable thereto, which shall be deposited
on behalf of the Holder  thereof  with the Trustee,  as  custodian  for DTC, and
registered in the name of Cede, as DTC's  nominee,  duly executed by the Company
and authenticated by the Trustee in the manner set forth in Section 2.02 hereof,
for  credit on the Issue Date of the  portions  of the  principal  amount of the

                                       36

<PAGE>

Institutional  Accredited Investor Global Note to the account of the appropriate
Participants at DTC or such other account(s) as the appropriate Participants may
direct. The aggregate principal amount of the Institutional  Accredited Investor
Global Note may from time to time be increased or decreased by adjustments  made
on the records of the Trustee,  as custodian for DTC, or DTC or its nominee,  as
the case may be, as hereinafter provided.

          (d) Exchange  Global Note.  Exchange Notes  exchanged for interests in
              ---------------------
the Restricted  Regulation S Global Note, the Regulation S Global Note, the 144A
Global Note,  and the  Institutional  Accredited  Investor  Global Note shall be
issued in the form of a global Note in fully  registered  form without  interest
coupons (the "Exchange Global Note" and, together with the Restricted Regulation
S Global  Note,  the  Regulation S Global  Note,  the 144A Global Note,  and the
Institutional  Accredited  Investor Global Note, the "Registered Global Notes"),
substantially  in the form set forth in Exhibit A-4 attached  hereto,  with such
legends as may be applicable thereto,  which shall be deposited on behalf of the
Holder  thereof with the Trustee,  as custodian  for DTC, and  registered in the
name of Cede, as DTC's nominee,  duly executed by the Company and  authenticated
by the Trustee in the manner set forth in Section 2.02 hereof, for credit on the
date such  Exchange  Global Note is issued in accordance  with the  Registration
Rights  Agreement of the portions of the principal amount of the Exchange Global
Note  to the  account  of the  appropriate  Participants  at DTC or  such  other
account(s) as the appropriate  Participants may direct. The aggregate  principal
amount  of the  Exchange  Global  Note may  from  time to time be  decreased  by
adjustments made on the records of the Trustee,  as custodian for DTC, or DTC or
its nominee, as the case may be, as hereinafter provided.

          (e) Book-Entry Provisions.
              ---------------------

               (i) U.S.  Book-Entry  Provisions.  This Section  2.01(e)(i) shall
                   ----------------------------
     apply only to Registered Global Notes.

          The Company  shall duly  execute the Notes and the Trustee  shall,  in
accordance with Section 2.02 hereof,  authenticate and deliver  initially one or
more Registered  Global Notes that (A) shall be registered in the name of DTC or
Cede, as DTC's nominee, (B) shall be held by the Trustee as custodian for DTC or
pursuant to DTC's  instructions and (C) shall bear legends  substantially to the
following effect:

               THIS GLOBAL NOTE IS EXCHANGEABLE FOR A NOTE IN DEFINITIVE,  FULLY
     REGISTERED  FORM,  WITHOUT  INTEREST  COUPONS,  IF (A) THE DEPOSITORY TRUST
     COMPANY  NOTIFIES THE COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS
     DEPOSITORY  FOR THIS  GLOBAL  NOTE OR IF AT ANY TIME THE  DEPOSITORY  TRUST
     COMPANY CEASES TO BE A "CLEARING  AGENCY"  REGISTERED  UNDER THE SECURITIES
     EXCHANGE  ACT OF  1934,  AS  AMENDED,  AND A  SUCCESSOR  DEPOSITORY  IS NOT
     APPOINTED  BY THE COMPANY  WITHIN 90 DAYS OF SUCH  NOTICE,  (B) THE COMPANY
     EXECUTES  AND  DELIVERS TO THE TRUSTEE A NOTICE THAT THIS GLOBAL NOTE SHALL
     BE TRANSFERABLE, REGISTERABLE, AND EXCHANGEABLE, AND SUCH TRANSFER SHALL BE
     REGISTERABLE  OR (C) AN EVENT  OF  DEFAULT  (AS  HEREINAFTER  DEFINED)  HAS
     OCCURRED AND IS CONTINUING WITH RESPECT TO THE NOTE.

                                       37

<PAGE>


               UNLESS   THIS  GLOBAL  NOTE  IS   PRESENTED   BY  AN   AUTHORIZED
     REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  TO THE  COMPANY  OR THE
     REGISTRAR  FOR  REGISTRATION  OF TRANSFER  OR EXCHANGE  AND ANY GLOBAL NOTE
     ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS HAS
     BEEN  REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST
     COMPANY  (AND ANY  PAYMENT  HEREON IS MADE TO CEDE & CO.  OR TO SUCH  OTHER
     ENTITY  AS  HAS  BEEN  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
     DEPOSITORY  TRUST  COMPANY),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR
     VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED
     OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

               TRANSFERS  OF THIS GLOBAL NOTE SHALL BE LIMITED TO  TRANSFERS  IN
     WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
     SUCCESSOR  THEREOF OR SUCH SUCCESSOR'S  NOMINEE MADE IN ACCORDANCE WITH THE
     TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THIS NOTE.

               THIS  IS A  GLOBAL  NOTE  WITHIN  THE  MEANING  OF THE  INDENTURE
     REFERRED TO IN THIS GLOBAL NOTE.

               (ii) Offshore Book-Entry Provisions. (A) This Section 2.01(e)(ii)
                    ------------------------------
          shall  apply only to the  Restricted  Regulation  S Global Note or the
          Regulation S Global Note  deposited on behalf of the  subscribers  for
          the Notes  represented  thereby with the Trustee as custodian  for DTC
          for credit to their respective  accounts (or to such other accounts as
          they may direct) at Euroclear or  Clearstream  insofar as interests in
          the  Restricted  Regulation S Global Note or  Regulation S Global Note
          are held by the agent members of Euroclear or Clearstream.

               (B) The provisions of the "Operating  Procedures of the Euroclear
          System" and the "Terms and Conditions  Governing Use of Euroclear" and
          the "Management  Regulations"  and  "Instructions  to Participants" of
          Euroclear and Clearstream,  respectively, as the same may be modified,
          supplemented,  replaced and/or amended from time to time in accordance
          with  customary  procedures,  shall be  applicable  to the  Restricted
          Regulation S Global Note or  Regulation S Global Note, as the case may
          be, insofar as interests in the Restricted Regulation S Global Note or
          Regulation  S Global  Note,  as the case may be, are held by the agent
          members of Euroclear or  Clearstream.  Account holders or participants
          in Euroclear and Clearstream shall have no rights under this Indenture
          with respect to the Restricted  Regulation S Global Note or Regulation
          S  Global  Note,  as the case may be,  and the  nominee  of DTC may be
          treated by the Company,  the Trustee,  any Paying Agent,  any Transfer
          Agent or any agent of such  entities  as the  owner of the  Restricted
          Regulation S Global Note or  Regulation S Global Note, as the case may
          be,  for  all  purposes  whatsoever.  Notwithstanding  the  foregoing,
          nothing  herein  shall  prevent the Company,  the Trustee,  any Paying
          Agent,  any Transfer  Agent or any agent of such  entities from giving
          effect  to any  written  certification,  proxy or other  authorization
          furnished by DTC or impair, as between DTC and its agent members,  the

                                       38

<PAGE>

          operation of customary  practices governing the exercise of the rights
          of a Holder of any Note.

          (f) Title.  Title to the Notes shall pass only by  registration in the
              -----
Security  Register  maintained  by  the  Registrar  pursuant  to  Section  2.03.
Ownership of the Notes shall be proved by entries in the Security Register.

          SECTION 2.02.  Execution and  Authentication.  The aggregate principal
                         -----------------------------
amount of Notes  outstanding  at any time  shall not exceed  US$80,082,000.  The
Notes shall be executed on behalf of the Company by its Officers.  The signature
of any of these Officers may be manual or facsimile.

          In case any Officer whose signature shall have been placed upon any of
the Notes shall cease to be such Officer of the Company before authentication of
such Notes by the Trustee and the issuance and delivery thereof, such Notes may,
nevertheless,  be authenticated by the Trustee and issued and delivered with the
same force and effect as though such Person had not ceased to be such Officer of
the Company.

          Upon receipt by the Trustee of an Order  requesting  such action,  the
Trustee  shall  authenticate  the Notes for  original  issuance in an  aggregate
principal  amount not to exceed  US$80,082,000.  Such Order  shall  specify  the
amount  of Notes to be  authenticated  and the date on which the Notes are to be
authenticated and shall further provide  instructions  concerning  registration,
amounts for each Holder and delivery.

          Upon the occurrence of any event specified in Section 2.07 hereof, the
Company shall execute and the Trustee,  upon receipt of an Order requesting such
action,  shall  authenticate  and  deliver  to each  beneficial  owner of a Note
identified by the Depositary,  in exchange for such beneficial  owner's interest
in the  Registered  Global Notes or definitive  registered  Notes,  representing
Notes theretofore represented by Registered Global Notes.

          A Note  shall  not be valid or  entitled  to any  benefit  under  this
Indenture  or  obligatory  for any  purpose  unless  executed by the Company and
authenticated  by the manual  signature of the Trustee as provided  herein.  The
manual  signature of an authorized  signatory of the Trustee shall be conclusive
evidence,  and the only  evidence,  that  such Note has been  authenticated  and
delivered under this Indenture.

          The Trustee may appoint an authenticating agent reasonably  acceptable
to the Company to  authenticate  the Notes.  Unless limited by the terms of such
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so. Each  reference in this  Indenture to  authentication  by the Trustee
includes  authentication by such agent. Any authenticating  agent of the Trustee
shall have the same rights hereunder as any Registrar or Paying Agent.

          SECTION 2.03.  Registrar and Paying Agent. The Company shall maintain,
                         --------------------------
pursuant  to Section  4.05  hereof,  an office or agency  where the Notes may be
presented for registration of transfer or for exchange.  The Company shall cause
the  Security  Register  to be kept at such  office  a  register  (the  register
maintained in such office being herein sometimes to as the "Security  Register")
in which,  subject  to such  reasonable  regulations  as it may  prescribe,  the

                                       39

<PAGE>

Company  shall  provide  for  registration  of Notes and of  transfers  of Notes
entitled to be registered or transferred as provided herein. The Trustee, at its
Corporate Trust Office,  is initially  appointed  "Registrar" for the purpose of
transfers of Notes as herein  provided.  The Company may, upon written notice to
the Trustee,  change the  designation  of the Trustee as  Registrar  and appoint
another Person to act as Registrar for purposes of this Indenture. If any Person
other than the Trustee acts as  Registrar,  the Trustee  shall have the right at
any time, upon reasonable  notice,  to inspect or examine the Security  Register
and to  make  such  inquiries  of the  Registrar  as the  Trustee  shall  in its
discretion deem necessary or desirable in performing its duties  hereunder.  The
Trustee, at its Corporate Trust Office, is initially appointed Paying Agent. The
Company may, upon written notice to the Trustee,  change the  designation of the
Trustee as Paying  Agent and appoint  another  Person to act as Paying Agent for
purposes of this Indenture. Notice of any such termination or appointment and of
any changes in the specified  office of the Paying Agent will be given  promptly
thereafter to the Holders in the manner provided in Section 12.02 hereof.

          The Company shall enter into an appropriate  agency agreement with any
Person  designated  by the Company as  Registrar  or Paying  Agent that is not a
party to this Indenture,  which shall implement the provisions of this Indenture
that relate to such Registrar or Paying Agent.  Prior to the  designation of any
such Person,  the Company  shall,  by written notice (which notice shall include
the name and address of such Person), inform the Trustee of such designation. If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such. The Company initially appoints DTC to act as Depositary with respect to
the Registered Global Notes.

          Subject to compliance  with the  provisions of Section 2.01 hereof and
the transfer  restrictions  of Section 2.06 and 2.07 hereof,  upon surrender for
registration  of  transfer  of any Note at an office  or  agency of the  Company
designated for such purpose,  the Company shall  execute,  and the Trustee shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,  one or more Notes of any authorized denomination or denominations,
of like aggregate principal amount, all as requested by the transferor.

          Every Note presented or surrendered for registration of transfer shall
(if so required by the Company,  the Trustee or the Registrar) be duly endorsed,
or be accompanied by a duly executed instrument of transfer in form satisfactory
to the Company,  the Trustee and the  Registrar,  by the Holder  thereof or such
Holder's attorney duly authorized in writing.

          SECTION 2.04. Paying Agent to Hold Money in Trust. On or prior to each
                        -----------------------------------
due date of the  principal,  premium (if any) or any  payment of  interest  with
respect to any Note,  the  Company  shall  deposit  with the Paying  Agent a sum
sufficient to pay such principal,  premium (if any) or interest when so becoming
due.

          The Company  shall  require each Paying Agent (other than the Trustee)
to agree in writing  that such Paying  Agent shall hold in trust for the benefit
of Holders or the Trustee all money held by such Paying Agent for the payment of
principal,  premium (if any) or interest with respect to the Notes, shall notify
the Trustee of any default by the Company in making any such  payment and at any
time during the continuance of any such default, upon the written request of the

                                       40

<PAGE>

Trustee,  shall  forthwith  pay to the  Trustee  all sums  held in trust by such
Paying Agent.  Except as provided in the following  sentence,  money held by the
Paying  Agent  need not be  segregated  from  other  funds  except to the extent
required by law. In the event that the Company or any of its Subsidiaries or any
of their Affiliates is acting as Paying Agent, the Company or such Subsidiary or
Affiliate  shall segregate all funds held by it as Paying Agent and hold them as
a separate trust fund for the benefit of the Holders or the Trustee.

          The  Company at any time may  require a Paying  Agent to pay all money
held by it to the Trustee and to account for any funds  disbursed by such Paying
Agent.  Upon  complying  with this Section 2.04,  the Paying Agent shall have no
further liability for the money delivered to the Trustee.

          SECTION 2.05. Registered Global Notes.
                        -----------------------

          (a) So long as the Registered  Global Notes are registered in the name
of DTC or its nominee,  participants in DTC (each, a "Participant"),  shall have
no rights under this Indenture with respect to such Registered  Global Note held
on their behalf by DTC or the Trustee as its  custodian,  and DTC may be treated
by the  Company,  the Trustee and any agent of the Company or the Trustee as the
absolute owner or Holder of such Registered Global Note for all purposes (except
with   respect   to  the   determination   of   Additional   Amounts   arising).
Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the
Trustee or any agent of the Company or the  Trustee,  from giving  effect to any
written certification,  proxy or other authorization furnished by the Depositary
or (ii) impair, as between the Depositary and its Participants, the operation of
customary practices governing the exercise of the rights of a Holder of Notes.

          (b) The  Holder of a  Registered  Global  Note may grant  proxies  and
otherwise authorize any Person, including Participants and Persons that may hold
interests  in such  Registered  Global Note  through  Participants,  to take any
action which a Holder is entitled to take under this Indenture or the Notes.

          (c) Whenever, as a result of an Offer to Purchase, a Registered Global
Note is redeemed,  repurchased or exchanged in part, such Registered Global Note
shall be  surrendered  by the Holder  thereof to the  Trustee who shall cause an
adjustment to be made to Schedule A thereof so that the principal amount of such
Registered  Global Note shall be equal to the portion of such Registered  Global
Note not redeemed,  repurchased  or exchanged and shall  thereafter  return such
Registered Global Note to such Holder, provided that each such Registered Global
Note shall be in a principal amount of US$1,000 or an integral multiple thereof.

          SECTION 2.06. Registration; Transfer and Exchange of Notes.
                        --------------------------------------------

          (a) The Trustee, as Registrar, will keep the Security Register for the
registration  of  exchanges  and  transfers of  Registered  Global  Notes.  Upon
presentation  for  transfer  or exchange  of any  Registered  Global Note at the
Corporate  Trust Office of the Trustee in the Borough of Manhattan,  The City of
New York accompanied by a written instrument of transfer or exchange in the form
approved by the Company (it being  understood that, until notice to the contrary
is given to holders of Registered  Global Notes,  the Company shall be deemed to
have approved the form of instrument of transfer or exchange, if any, printed on
any  such  Note),  executed  by  the  Holder,  in  person  or by  such  Holder's

                                       41

<PAGE>


attorney-in-fact duly authorized in writing, such Note shall be transferred upon
the Security  Register,  and a new Note shall be authenticated and issued in the
name of the transferee.

          (b) Notwithstanding any provision to the contrary herein, so long as a
Registered  Global Note remains  outstanding and is held by or on behalf of DTC,
transfers of or exchanges of interests between Registered Global Notes, in whole
or in part,  shall  only be made in  accordance  with this  Section  2.06(b)  or
Section 2.07.

               (i)  Transfers of  Registered  Global Notes in Whole.  Subject to
                    -----------------------------------------------
     clauses  (ii)  through  (vi)  of  this  Section  2.06(b),  transfers  of  a
     Registered  Global Note shall be limited to  transfers  of such  Registered
     Global Note in whole, but not in part, to nominees of DTC or to a successor
     of DTC or such successor's nominee.

               (ii)  Transfers to  Restricted  Regulation  S Global  Note.  If a
                     ----------------------------------------------------
     Holder  of  a   beneficial   interest  in  the  144A  Global  Note  or  the
     Institutional  Accredited  Investor  Global Note, as applicable,  deposited
     with DTC wishes at any time to  exchange  its  interest  in the 144A Global
     Note or Institutional  Accredited Investor Global Note, as applicable,  for
     an interest in the Restricted  Regulation S Global Note, or to transfer its
     interest in the 144A Global Note or the Institutional  Accredited  Investor
     Global Note, as applicable, to a person who wishes to take delivery thereof
     in the form of an interest in the Restricted Regulation S Global Note, such
     holder may,  subject to the rules and  procedures of DTC and the provisions
     of this Section 2.06(b)(ii),  exchange or cause the exchange or transfer or
     cause the transfer of such interest for an equivalent  beneficial  interest
     in the Restricted Regulation S Global Note. Upon receipt by the Trustee, as
     Transfer  Agent,  of  (A)  instructions  given  in  accordance  with  DTC's
     procedures  from a Participant  directing the Trustee to credit or cause to
     be credited a  beneficial  interest in the  Restricted  Regulation S Global
     Note in an amount  equal to the  beneficial  interest in the  corresponding
     144A Global Note or  Institutional  Accredited  Investor  Global  Note,  as
     applicable,  to be exchanged or  transferred,  (B) a written order given by
     the holder of such beneficial  interest in accordance with DTC's procedures
     containing information regarding the Euroclear or Clearstream account to be
     credited  with  such  increase  and the  name of  such  account,  and (C) a
     certificate in the form of Exhibit C attached hereto given by the holder of
     such  beneficial  interest  stating  that the  exchange or transfer of such
     interest  has  been  made in  compliance  with  the  transfer  restrictions
     applicable to the 144A Global Note or the Institutional Accredited Investor
     Global  Note and  pursuant  to and in  accordance  with  Regulation  S, the
     Trustee,  as  Transfer  Agent,  shall  instruct  DTC,  its  nominee  or the
     custodian  for DTC,  as  applicable,  to reduce or reflect on its records a
     reduction  of the 144A Global  Note or  Institutional  Accredited  Investor
     Global  Note,  as  applicable,  by the  aggregate  principal  amount of the
     beneficial  interest in the 144A Global  Note or  Institutional  Accredited
     Investor Global Note, as applicable,  to be so exchanged or transferred and
     the Trustee,  as Transfer  Agent,  shall  instruct  DTC, its nominee or the
     custodian for DTC, as  applicable,  concurrently  with such  reduction,  to
     increase or reflect on its records an increase of the  principal  amount of
     the Restricted  Regulation S Global Note by the aggregate  principal amount
     of the  beneficial  interest  in the  144A  Global  Note  or  Institutional
     Accredited  Investor Global Note to be so exchanged or transferred,  and to
     credit or cause to be credited to the  account of the person  specified  in
     such   instructions  (who  shall  be  the  agent  member  of  Euroclear  or
     Clearstream,  or both,  as the case may be) a  beneficial  interest  in the

                                       42

<PAGE>

     Restricted Regulation S Global Note equal to the reduction in the principal
     amount of the 144A Global Note or Institutional  Accredited Investor Global
     Note, as applicable.

               (iii)  Transfers to  Regulation  S Global Note.  If a holder of a
                      ---------------------------------------
     beneficial interest in the 144A Global Note or the Institutional Accredited
     Investor  Global Note deposited with DTC wishes at any time to exchange its
     interest in the 144A Global Note or the Institutional  Accredited  Investor
     Global  Note,  as  applicable,  for an interest in the  Regulation S Global
     Note,  or to transfer  its interest in the 144A Global Note to a person who
     wishes  to  take  delivery  thereof  in  the  form  of an  interest  in the
     Regulation  S Global  Note,  such  holder  may,  subject  to the  rules and
     procedures  of  DTC,  and the  provisions  of  this  Section  2.06(b)(iii),
     exchange or cause the  exchange  or transfer or cause the  transfer of such
     interest for an equivalent  beneficial  interest in the Regulation S Global
     Note.  Upon  receipt by the Trustee as Transfer  Agent of (A)  instructions
     given in accordance with DTC's procedures from a Participant  directing the
     Trustee to credit or cause to be  credited  a  beneficial  interest  in the
     Regulation S Global Note in an amount equal to the  beneficial  interest in
     the  corresponding  144A Global Note or Institutional  Accredited  Investor
     Global Note, as applicable,  to be exchanged or transferred,  (B) a written
     order given by the holder of such  beneficial  interest in accordance  with
     DTC's procedures containing information regarding the Participant's account
     with DTC and, in the case of a transfer  pursuant to and in accordance with
     Regulation S, the Euroclear or Clearstream  account,  as applicable,  to be
     credited with such increase, and (C) a certificate in the form of Exhibit D
     attached  hereto given by the holder of such  beneficial  interest  stating
     that the exchange or transfer of such  ---------  interest has been made in
     compliance  with the transfer  restrictions  applicable  to the 144A Global
     Note or the Institutional Accredited Investor Global Note and (1) that such
     transfer  or exchange  has been made  pursuant  to and in  accordance  with
     Regulation  S or (2)  that  the  144A  Global  Note  or  the  Institutional
     Accredited  Investor  Global Note being  exchanged or  transferred is not a
     "restricted  security"  as defined in Rule 144,  the  Trustee,  as Transfer
     Agent,  shall  instruct  DTC,  its  nominee or the  custodian  for DTC,  as
     applicable,  to reduce or reflect on its  records a  reduction  of the 144A
     Global  Note  or   Institutional   Accredited   Investor  Global  Note,  as
     applicable, by the aggregate principal amount of the beneficial interest in
     the 144A Global Note or the Institutional  Accredited Investor Global Note,
     as  applicable,  to be so exchanged  or  transferred,  and the Trustee,  as
     Transfer  Agent,  shall instruct DTC, its nominee or the custodian for DTC,
     as applicable,  concurrently with such reduction, to increase or reflect on
     its records an increase of the principal  amount of the Regulation S Global
     Note by the aggregate  principal  amount of the beneficial  interest in the
     144A Global Note or the Institutional  Accredited  Investor Global Note, as
     applicable, to be so exchanged or transferred, and to credit or cause to be
     credited  to the account of the person  specified  in such  instructions  a
     beneficial  interest in the Regulation S Global Note equal to the reduction
     in the  principal  amount  of the  144A  Global  Note or the  Institutional
     Accredited Investor Global Note, as applicable.

               (iv)  Transfers to 144A Global Note.  If a holder of a beneficial
                     -----------------------------
     interest in the  Restricted  Regulation S Global Note,  Regulation S Global
     Note or  Institutional  Accredited  Investor Global Note deposited with DTC
     wishes at any time to exchange its interest in such Restricted Regulation S


                                       43

<PAGE>

     Global Note, Regulation S Global Note or Institutional  Accredited Investor
     Global Note, as applicable,  for an interest in the 144A Global Note, or to
     transfer  its  interest  in  the  Restricted   Regulation  S  Global  Note,
     Regulation S Global Note or Institutional  Accredited Investor Global Note,
     as applicable,  to a person who wishes to take delivery thereof in the form
     of an  interest in the 144A Global  Note,  such holder may,  subject to the
     rules and procedures of Euroclear or Clearstream and DTC and the provisions
     of this  Section  2.06(b)(iv),  as the case may be,  exchange  or cause the
     exchange  or  transfer  or  cause  the  transfer  of such  interest  for an
     equivalent beneficial interest in the 144A Global Note. Upon receipt by the
     Trustee,   as  Transfer  Agent,  of  (A)  instructions  from  Euroclear  or
     Clearstream or DTC, as the case may be, directing the Trustee,  as Transfer
     Agent, to credit or cause to be credited a beneficial  interest in the 144A
     Global  Note  in  an  amount  equal  to  the  beneficial  interest  in  the
     corresponding Restricted Regulation S Global Note, Regulation S Global Note
     or  Institutional  Accredited  Investor  Global Note, as applicable,  to be
     exchanged  or  transferred,   such  instructions  to  contain   information
     regarding  the  Participant's  account  with DTC to be  credited  with such
     increase,  and,  with  respect to an exchange or transfer of an interest in
     the 144A Global Note, information regarding the agent member's account with
     DTC to be debited with such  decrease,  and (B) with respect to an exchange
     or transfer of an interest in the  Restricted  Regulation  S Global Note or
     Institutional  Accredited  Investor  Global Note (but not the  Regulation S
     Global  Note) for an interest in the  corresponding  144A  Global  Note,  a
     certificate in the form of Exhibit E attached hereto given by the holder of
     such beneficial  interest and stating that the holder  reasonably  believes
     that the person  acquiring  such  interest in the 144A Global Note is a QIB
     and is obtaining  such  beneficial  interest in a  transaction  meeting the
     requirements of Rule 144A, the Trustee,  as Transfer Agent,  shall instruct
     DTC, its nominee,  or the  custodian for DTC, as  applicable,  to reduce or
     reflect on its records a reduction  of the  Restricted  Regulation S Global
     Note, Regulation S Global Note or Institutional  Accredited Investor Global
     Note, as applicable,  by the aggregate  principal  amount of the beneficial
     interest in the  Restricted  Regulation S Global Note,  Regulation S Global
     Note or  Institutional  Accredited  Investor Global Note to be exchanged or
     transferred,  and the Trustee,  as Transfer Agent,  shall instruct DTC, its
     nominee or the custodian  for DTC, as  applicable,  concurrently  with such
     reduction,  to  increase  or reflect  on its  records  an  increase  of the
     principal amount of the 144A Global Note by the aggregate  principal amount
     of the  beneficial  interest in the  Restricted  Regulation  S Global Note,
     Regulation S Global Note or Institutional  Accredited Investor Global Note,
     as applicable, to be so exchanged or transferred, and to credit or cause to
     be credited to the account of the person  specified in such  instructions a
     beneficial  interest in the 144A Global Note equal to the  reduction in the
     principal amount of the corresponding  Restricted Regulation S Global Note,
     Regulation S Global Note or Institutional  Accredited Investor Global Note,
     as applicable.

               (v) Transfers to Institutional  Accredited  Investor Global Note.
                   ------------------------------------------------------------
     If a holder of a beneficial interest in the Restricted  Regulation S Global
     Note,  the Regulation S Global Note or the 144A Global Note, as applicable,
     deposited  with DTC  wishes at any time to  exchange  its  interest  in the
     Restricted  Regulation  S Global  Note,  Regulation  S Global  Note or 144A
     Global Note, as applicable, for an interest in the Institutional Accredited

                                       44

<PAGE>

     Investor  Global  Note,  or to  transfer  its  interest  in the  Restricted
     Regulation S Global Note,  Regulation S Global Note or 144A Global Note, as
     applicable,  to a person who wishes to take delivery thereof in the form of
     an interest in the  Institutional  Accredited  Investor  Global Note,  such
     holder may, subject to the rules and procedures of Euroclear or Clearstream
     and DTC and the provisions of this Section 2.06(b)(v),  as the case may be,
     exchange or cause the  exchange  or transfer or cause the  transfer of such
     interest  for  an  equivalent  beneficial  interest  in  the  Institutional
     Accredited  Investor Global Note. Upon receipt by the Trustee,  as Transfer
     Agent,  of (A)  instructions  from  Euroclear or Clearstream or DTC, as the
     case may be,  directing the Trustee,  as Transfer Agent, to credit or cause
     to be  credited  a  beneficial  interest  in the  Institutional  Accredited
     Investor  Global Note in an amount equal to the beneficial  interest in the
     corresponding Restricted Regulation S Global Note, Regulation S Global Note
     or 144A Global Note, as applicable,  to be exchanged or  transferred,  such
     instructions to contain  information  regarding the agent member's  account
     with DTC to be  credited  with  such  increase,  and,  with  respect  to an
     exchange  or  transfer of an  interest  in the  Regulation  S Global  Note,
     Regulation S Global Note or 144A Global  Note,  information  regarding  the
     Participant's  account with DTC to be debited with such  decrease and (B) a
     certificate in the form of Exhibit F attached  hereto given by the proposed
     transferee of such beneficial interest, and the Trustee, as Transfer Agent,
     shall  instruct DTC, its nominee,  or the custodian for DTC, as applicable,
     to  reduce  or  reflect  on its  records  a  reduction  of  the  Restricted
     Regulation S Global Note,  Regulation S Global Note or 144A Global Note, as
     the  case may be,  by the  aggregate  principal  amount  of the  beneficial
     interest in the  Restricted  Regulation S Global Note,  Regulation S Global
     Note or 144A Global Note, as  applicable,  to be exchanged or  transferred,
     and the Trustee,  as Transfer Agent, shall instruct DTC, its nominee or the
     custodian for DTC, as  applicable,  concurrently  with such  reduction,  to
     increase or reflect on its records an increase of the  principal  amount of
     the  Institutional   Accredited  Investor  Global  Note  by  the  aggregate
     principal amount of the beneficial interest in the Restricted  Regulation S
     Global Note, Regulation S Global Note or Institutional  Accredited Investor
     Global Note,  as  applicable,  to be so exchanged  or  transferred,  and to
     credit or cause to be credited to the  account of the person  specified  in
     such  instructions a beneficial  interest in the  Institutional  Accredited
     Investor Global Note equal to the reduction in the principal  amount of the
     corresponding Restricted Regulation S Global Note, Regulation S Global Note
     or Institutional Accredited Investor Global Note, as applicable.

               (vi) Other Transfers or Exchanges. In the event that a Registered
                    ----------------------------
     Global Note is exchanged for definitive  registered  Notes without interest
     coupons  pursuant to Section  2.07  hereof,  such Notes may be exchanged or
     transferred  for one another only in accordance with such procedures as are
     substantially  consistent  with the  provisions of clauses (ii) through (v)
     above  (including the  certification  requirements  intended to ensure that
     such exchanges or transfers  comply with applicable U.S.  securities  laws)
     and all other procedures as may be from time to time adopted by the Company
     and the Trustee.

          (c) The Trustee  shall not  register  the  exchange of  interests in a
Registered  Global Note for a definitive  registered  Note or the transfer of or
exchange of a  definitive  registered  Note during the period  beginning  on the
fifteenth day prior to the Final Maturity Date.

                                       45

<PAGE>

          (d)  Registration  of transfer and exchange of any Note or Notes shall
be permitted and executed as provided in this Section 2.06,  without cost to the
parties of the transfer or exchange,  subject to such reasonable  regulations as
the Company, the Trustee and the Transfer Agents may prescribe and provided that
the Trustee may require  payment of a sum  sufficient  to cover any tax or other
governmental  charge  payable  in  connection  therewith  and any other  amounts
required to be paid by the provisions of the Notes.

          (e) All  Registered  Global  Notes  surrendered  for  registration  of
transfer or  exchange  shall be  delivered  to the  Trustee.  The Trustee or the
Transfer  Agents,  as applicable,  shall cancel all such Notes  surrendered  for
transfer or exchange.  Any Transfer Agent  appointed  pursuant to this Indenture
shall  provide to the  Trustee  such  information  as the Trustee may require in
connection  with the  delivery by the Transfer  Agent of Notes upon  transfer or
exchange of Notes.

          (f) If Registered Global Notes are issued upon the transfer,  exchange
or  replacement of Registered  Global Notes not bearing the legends  required by
the form of Registered  Global Note attached as Exhibit A-1 through A-3 attached
hereto or the form of definitive  registered Note attached as Exhibit B attached
hereto,  as the case may be  (collectively,  the "Legend"),  the Notes so issued
shall not bear the  Legend.  If  Registered  Global  Notes are  issued  upon the
transfer,  exchange or replacement of registered Notes bearing the Legend, or if
a request  is made to  remove  the  Legend  on a  Registered  Global  Note,  the
Registered Global Notes so issued shall bear the Legend, or the Legend shall not
be removed, as the case may be, unless there is delivered to the Company and the
Trustee such satisfactory  evidence,  which shall include an Opinion of Counsel,
as may be  reasonably  required by the Company  that  neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof  comply with the provisions of applicable  U.S.  securities  laws.  Upon
provision of such satisfactory  evidence,  the Trustee, at the written direction
of the Company,  shall  authenticate and deliver a registered Note that does not
bear the Legend.

          SECTION 2.07. Definitive Notes.
                        ----------------

          (a)  Conditions  for Issuance.  Interests in a Registered  Global Note
               ------------------------
deposited  with DTC  pursuant to Section  2.01(a),  2.01(b) or 2.01(c)  shall be
transferred  to  the  beneficial  owners  thereof  in  the  form  of  definitive
registered  Notes (each, a "definitive  registered  Note") only if such transfer
complies with Section  2.07(b) and DTC notifies the Company that it is unwilling
or unable to continue as depositary  for such  Registered  Global Note or at any
time ceases to be a Clearing Agency, and a successor depositary so registered is
not appointed by the Company within 90 days of such notice.

          (b)  Issuance.  If interests in any  Registered  Global Note are to be
               --------
transferred  to  the  beneficial  owners  thereof  in  the  form  of  definitive
registered  Notes  pursuant to this Section 2.07,  such  Registered  Global Note
shall be  surrendered  by DTC to the  Transfer  Agent  located in the Borough of
Manhattan,  The  City of New  York to be so  transferred,  without  charge.  The
Transfer Agent shall  authenticate and deliver,  upon such transfer of interests
in such Registered Global Note an equal aggregate principal amount of definitive
registered Notes. The definitive  registered Notes transferred  pursuant to this

                                       46

<PAGE>

Section  2.07  shall  be  executed,  authenticated  and  delivered  only  in the
denominations  specified in Section 2.14 hereof and definitive  registered Notes
shall be registered  in such names as DTC shall direct in writing.  The Transfer
Agent  shall have at least 30 days from the date of its  receipt  of  definitive
registered Notes and  registration  information to authenticate and deliver such
definitive  registered  Notes.  Any  definitive  registered  Note  delivered  in
exchange  for an  interest in a 144A  Global  Note  shall,  except as  otherwise
provided  by Section  2.06(f),  bear,  and be subject  to, the Legend  regarding
transfer  restrictions.  In the  event of the  occurrence  of any of the  events
specified in Section 2.07(a) above,  the Company will promptly make available to
the Transfer  Agents a reasonable  supply of definitive  registered  Notes.  The
Company  shall  bear the  costs  and  expenses  of  printing  or  preparing  any
definitive registered Notes.

          (c)  Transfer  of  Definitive  Registered  Notes.  Subject  to Section
               -------------------------------------------
2.06(b)(vi),  the holder of any definitive registered Note may transfer the same
in whole or in part, in an amount equivalent to an authorized  denomination,  by
surrendering  at the office of the  Transfer  Agent  located  in the  Borough of
Manhattan, The City of New York, such Note with the form of transfer endorsed on
it duly  completed and executed by, or  accompanied  by a written  instrument of
transfer in form  satisfactory  to the Company and such  Transfer  Agent by, the
holder thereof or his or her  attorney-in-fact  duly  authorized in writing.  In
exchange for any  definitive  registered  Note properly  presented for transfer,
such  Transfer  Agent  shall  promptly  authenticate  and deliver or cause to be
authenticated and delivered in compliance with applicable law, to the transferee
at the  office  of such  Transfer  Agent,  or send by mail  (at the  risk of the
transferee) to such address as the transferee may request, definitive registered
Notes for the same aggregate principal amount as was transferred. In the case of
the transfer of any  definitive  registered  Note in part,  such Transfer  Agent
shall also promptly  authenticate and deliver or cause to be  authenticated  and
delivered to the  transferor  at the office of such Transfer  Agent,  or send by
mail (at the risk of the  transferor)  to such  address  as the  transferor  may
request, definitive registered Notes for the aggregate principal amount that was
not  transferred.  No transfer of any definitive  registered  Note shall be made
unless the request for such  transfer is made by the  registered  Holder or by a
duly authorized  attorney-in-fact at the office of such Transfer Agent or at the
office of any other Transfer Agent.

          (d)  Exchange of  Definitive  Registered  Notes.  At the option of the
               ------------------------------------------
Holder,  on request  confirmed  in writing  and subject to  applicable  laws and
regulations,  definitive  registered  Notes  may  be  exchanged  for  definitive
registered  Notes  of  any  authorized  denominations  and  of  equal  aggregate
principal  amount,  upon  surrender of such  definitive  registered  Notes to be
exchanged  at the  office  of the  Transfer  Agent  located  in the  Borough  of
Manhattan,  The City of New York. When any such definitive registered Note is so
surrendered  for exchange,  together with a written  request for exchange,  such
Transfer Agent shall promptly  authenticate  and deliver  definitive  registered
Notes which the Holder making the exchange is entitled to receive.

          SECTION 2.08.  Replacement Notes. If any mutilated Note is surrendered
                         -----------------
to the  Trustee,  the Company  shall  execute  and upon its written  request the
Trustee shall authenticate and deliver, in exchange for any such mutilated Note,
a replacement Note containing identical provisions and of like principal amount,
bearing a number not contemporaneously outstanding.

          If  there  shall be  delivered  to the  Company  and the  Trustee  (i)
evidence to their satisfaction of the destruction, loss or theft of any Note and

                                       47

<PAGE>

(ii) such  security  or  indemnity  as may be required by them to save either of
them and any agent of each of them  harmless,  then, in the absence of notice to
the  Company  or the  Trustee  that such Note has been  acquired  by a bona fide
purchaser,  the Company  shall  execute  and upon its request the Trustee  shall
authenticate and deliver, in lieu of any such destroyed,  lost or stolen Note, a
replacement Note containing  identical  provisions and of like principal amount,
bearing a number not contemporaneously outstanding.

          In case any such mutilated,  destroyed, lost or stolen Note has become
or is about to become  due and  payable,  the  Company  in its  discretion  may,
instead of issuing a replacement Note, pay such Note.

          Upon the issuance of any replacement Note under this Section 2.08, the
Company may require the payment by the Holder of a sum  sufficient  to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other  expenses  (including  the fees and  expenses  of the  Trustee)  connected
therewith.

          Every replacement Note issued pursuant to this Section 2.08 in lieu of
any  destroyed,  lost or stolen Note shall  constitute  an  original  additional
contractual  obligation of the Company,  whether or not the  destroyed,  lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all of the benefits of this Indenture equally and  proportionately  with any and
all other Notes duly issued hereunder.

          The  provisions of this Section 2.08 are exclusive and shall  preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

          SECTION 2.09. Outstanding Notes. Notes outstanding at any time are all
                        -----------------
Notes  authenticated  by the  Trustee  except for those  canceled  by it,  those
delivered to it for cancellation, those paid pursuant to Section 2.08 hereof and
those described in this Section 2.09 as not  outstanding.  A Note does not cease
to be outstanding  because the Company or an Affiliate of the Company holds such
Note.

          If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be
outstanding  unless the Trustee and the Company  receive proof  satisfactory  to
them that such replacement Note is held by a bona fide purchaser.

          If the Paying Agent  segregates and holds in trust, in accordance with
this Indenture,  on a Redemption Date or at Maturity money sufficient to pay all
principal,  premium (if any) and  interest  payable on that date with respect to
the Notes (or portions thereof) to be redeemed or maturing,  as the case may be,
then on and after that date such Notes (or such portions thereof) shall cease to
be outstanding and interest on them shall cease to accrue.

          In determining whether the Holders of the required principal amount of
Notes have  concurred  in any  direction,  waiver or  consent or any  amendment,
modification or other change to this Indenture, Notes held or beneficially owned
by the Company or by any of its  Affiliates or by agents of any of the foregoing
shall be  disregarded,  except that for the purposes of determining  whether the
Trustee shall be protected in relying on any such  direction,  waiver or consent

                                       48

<PAGE>

or any amendment,  modification  or other change to this  Indenture,  only Notes
which a Responsible Officer actually knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith shall not be disregarded if
the pledgee  establishes to the satisfaction of the Trustee such pledgee's right
so to act with  respect to the Notes and that the  pledgee is not the Company or
an Affiliate of the Company or any of their agents.

          SECTION 2.10.  Temporary Notes.  Pending the preparation of definitive
                         ---------------
registered Notes, the Company may execute,  and the Trustee shall  authenticate,
temporary  notes  ("Temporary  Notes")  which  are  printed,   lithographed,  or
otherwise  produced,  substantially  of the tenor of the  definitive  registered
Notes in lieu of which  they are issued  and with such  appropriate  insertions,
omissions,  substitutions  and other  variations as the Officer  executing  such
Temporary  Notes may reasonably  determine,  as  conclusively  evidenced by such
Officer's execution of such Notes.

          If  Temporary  Notes are issued,  the Company  shall cause  definitive
registered  Notes  to  be  prepared  without   unreasonable   delay.  After  the
preparation  of  definitive  registered  Notes,  the  Temporary  Notes  shall be
exchangeable  for  definitive  registered  Notes upon surrender of the Temporary
Notes  to the  Trustee,  without  charge  to the  Holder.  Until  so  exchanged,
Temporary  Notes shall  evidence the same debt and shall be entitled to the same
benefits  under this  Indenture as the  definitive  registered  Notes in lieu of
which they have been issued.

          SECTION 2.11. Cancellation.  The Company at any time may deliver Notes
                        ------------
to the Trustee for prompt cancellation. The Registrar and the Paying Agent shall
forward  to the  Trustee  any  Notes  surrendered  to them for  registration  of
transfer,  exchange,  purchase or payment.  The Trustee  shall  cancel all Notes
surrendered  for  registration  of  transfer,  exchange,  purchase,  payment  or
cancellation  and shall return such canceled  Notes to the Company.  The Company
may not issue replacement Notes to replace Notes it has redeemed or paid or that
have been delivered to the Trustee for cancellation.

          SECTION  2.12.  Payment of Principal  and  Interest;  Interest  Rights
                          ------------------------------------------------------
Preserved.  Principal  of,  premium  (if any),  Additional  Amounts (if any) and
---------
interest on any Note which is payable,  and is punctually  paid or duly provided
for, on any Payment  Date shall be paid to the Person in whose name such Note is
registered  at the close of business on the record  date for such  principal  or
interest  payment,  which shall be the first day of the calendar  month in which
the applicable  Payment Date occurs (whether or not a Business Day) (the "Record
Date").

          Payment of accrued  and  unpaid  interest  on the 2003 Notes that were
accepted  for exchange in the Exchange  Offer and Consent  Solicitation  will be
paid by the Company in accordance hereof and with Section 4.02.

          The Company shall promptly pay principal, premium (if any), Additional
Amounts (if any) and interest on the Notes at the Corporate  Trust Office of the
Trustee in the Borough of Manhattan,  The City of New York, or, at the option of
the Holder and  subject to any fiscal or other laws and  regulations  applicable
thereto,  at the office of any of the Paying  Agents.  Payment of  principal  or
interest  on each  Payment  Date with  respect to any such Note shall be made by
U.S.  dollar check drawn on a bank in The City of New York or, for Holders of at
least  US$1,000,000  of  Notes,  by  wire  transfer  to a  U.S.  dollar  account

                                       49

<PAGE>

maintained  by the  payee  with a bank  in The  City of New  York or in  Europe,
provided that a written request from such Holder to such effect designating such
account  is  received  by the  Trustee  no later  than the  third  Business  Day
immediately preceding such Payment Date. Unless such designation is revoked, any
such  designation  made by such Person with  respect to such Note will remain in
effect with respect to any future  payments with respect to such Note payable to
such Person. The Company will pay any  administrative  costs imposed by banks in
connection with making payments by wire transfer.

          Any principal  of,  premium (if any),  Additional  Amounts (if any) or
interest  on any  Note  which is  payable,  but is not  punctually  paid or duly
provided for, on any Payment Date or any accrued and unpaid interest on the 2003
Notes  that were  accepted  for  exchange  in the  Exchange  Offer  and  Consent
Solicitation which is payable,  but is not punctually paid as duly provided for,
on July 15, 2003 (in each case, the "Defaulted  Amount"),  shall forthwith cease
to be payable to the registered  Holder on the relevant Record Date, and, except
as hereinafter provided, such Defaulted Amount, and any interest payable on such
Defaulted Amount,  may be paid by the Company,  at its election,  as provided in
clause (a) or (b) below:

          (a) The Company may elect to make payment of any  Defaulted  Amount to
the Persons in whose names the Notes are  registered at the close of business on
a Special Record Date for the payment of such Defaulted  Amount,  which shall be
fixed in the following  manner.  The Company shall notify the Trustee in writing
of the amount of Defaulted  Amount proposed to be paid on the Notes and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate  amount proposed to be paid in
respect of such Defaulted Amount or shall make arrangements  satisfactory to the
Trustee for such deposit prior to the date of the proposed  payment,  such money
when  deposited  to be held in trust for the benefit of the Persons  entitled to
such  Defaulted  Amount as provided in this  clause (a).  Thereupon  the Trustee
shall fix a Special Record Date for the payment of such  Defaulted  Amount which
shall be not more  than 15 days and not less  than 10 days  prior to the date of
the proposed  payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed  payment.  The Trustee shall  promptly  notify the
Company of such  Special  Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Amount and
the Special Record Date therefor to be sent,  first-class mail, postage prepaid,
to each Holder at such Holder's address as it appears in the Security  Register,
not less than 10 days prior to such Special Record Date.  Notice of the proposed
payment of such  Defaulted  Amount and the Special  Record Date therefor  having
been mailed as aforesaid,  such Defaulted Amount shall be paid to the Persons in
whose names the Notes are  registered  at the close of business on such  Special
Record Date and shall no longer be payable pursuant to the following clause (b).

          (b) The Company may make payment of any Defaulted  Amount on the Notes
in any  other  lawful  manner  not  inconsistent  with the  requirements  of any
securities  exchange  on which the Notes may be listed,  and upon such notice as
may be required by such  exchange,  if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause,  such manner of payment
shall be deemed practicable by the Trustee.

          Subject to the foregoing  provisions  of this Section 2.12,  each Note
delivered under this Indenture upon  registration of transfer of, or in exchange
for, or in lieu of, any other Note,  shall carry the rights to interest  accrued
and unpaid, and to accrue, which were carried by such other Note.

                                       50

<PAGE>


          SECTION 2.13.  Additional  Amounts.  Except to the extent  required by
                         -------------------
law,  any and all  payments by the Company in respect of the Notes shall be made
free and clear of and without  deduction or withholding for or on account of any
present  or  future  taxes,   contributions,   duties,   assessments   or  other
governmental  charges of  whatever  nature  imposed or levied by or on behalf of
Mexico or by or on behalf of any political  subdivision thereof or any authority
therein having power to tax ("Mexican Taxes").  If the Company shall be required
by law to deduct or  withhold  an amount  from or in respect of any sum  payable
under the Indenture or under the Notes,  the Company  shall pay such  additional
amounts  ("Additional  Amounts") in respect of Mexican  Taxes as shall result in
the receipt by the  Noteholders  of the amounts that would  otherwise  have been
receivable  by them in respect of  payments on such Notes in the absence of such
deduction or withholding,  and shall pay the full amount required to be deducted
to the relevant  taxing  authority in accordance  with  applicable law and shall
indemnify  each Holder for such  amount (and any  interest or penalty in respect
thereof)  imposed  as a  result  of  failure  to so  pay,  except  that  no such
Additional Amounts will be payable:

          (a) to or on behalf of a Holder or beneficial  owner of a Note that is
liable for  Mexican  Taxes in respect of such Note by reason of its having  some
connection  with  Mexico (or any  political  subdivision  or  taxing,  authority
thereof or therein) otherwise than by the mere holding or owning of such Note or
by the receipt of income or any payments in respect thereof;

          (b) to or on  behalf  of a  Holder  or  beneficial  owner of a Note in
respect of Mexican Taxes that would not have been imposed but for the failure of
the Holder or  beneficial  owner of such Note to provide the Company,  following
receipt of a written request to do so, with any  certification,  identification,
information or other documentation  required by law, regulation or an applicable
treaty  as a  precondition  to  exemption  from,  or  reduction  in the  rate of
deduction or withholding of, Mexican Taxes; provided that at least 60 days prior
to (i) the first payment date with respect to which the Company shall apply this
clause  (b)  and  (ii)  in  the  extent  of  a  change  in  such  certification,
identification,  information,  documentation,  declaration  or  other  reporting
requirement, the first payment date subsequent to such change, the Company shall
have notified the Trustee, in writing that the holders of Notes will be required
to provide such  certification,  information  or  documentation,  declaration or
other reporting.

          (c) to or on behalf of a Holder in respect of Mexican Taxes that would
not have been imposed but for the  presentation  by such Holder for payment on a
date  more than 30 days  after the date on which  such  payment  became  due and
payable or the date on which  payment  thereof is duly  provided  for and notice
thereof given to Noteholders,  whichever occurs later, except to the extent that
the  Holder of such Note  would  have been  entitled  to  Additional  Amounts in
respect of such Mexican  Taxes on  presenting  such Note for payment on any date
during such 30-day period; or

          (d) any combination of (a), (b), or (c) above.

          Additionally,  the obligation of the Company to pay Additional Amounts
shall not apply  with  respect  to (i) any  estate,  inheritance,  gift,  sales,
transfer or personal property tax or any similar taxes,  duties,  assessments or
other  governmental  charges or (ii) any  taxes,  duties,  assessments  or other
governmental charges in each case that are of a nature payable otherwise than by
deduction or  withholding  from payments on the Notes or any  combination of the
above.

                                       51

<PAGE>

          All references herein to principal,  premium,  if any, and interest in
respect of Notes shall, unless the context otherwise requires, be deemed to mean
and include all Additional  Amounts,  if any,  payable in respect thereof as set
forth in this Section 2.13.

          Notwithstanding  the  foregoing,  the  limitations  on  the  Company's
obligation  to pay  Additional  Amounts  set forth in clause (b) above shall not
apply  if the  provision  of  the  certification,  identification,  information,
documentation,  declaration or other evidence described in such clause (b) would
be  materially  more  onerous,  in form,  in  procedure  or in the  substance of
information  disclosed,  to a holder or beneficial  owner of a Note (taking into
account  any  relevant  differences  between  United  States  and  Mexican  law,
regulation or  administrative  practice)  than  comparable  information or other
applicable  reporting  requirements  imposed or provided for under United States
federal income tax law (including the United  States-Mexico Tax Treaty),  United
States Treasury regulations  (including proposed regulations) and administrative
practice (for example, IRS Forms W-8 BEN and W-9). In addition,  the limitations
on the Company's  obligation to pay  Additional  Amounts set forth in clause (b)
above  shall not apply if Rule  3.25.15  issued by the  Ministry  of Finance and
Public Credit  (Secretaria  de Hacienda y Credito  Publico) and published in the
Diario Oficial de la Federacion on May 30, 2002, as extended or amended to date,
or a  substantially  similar  successor  of such rule is in  effect,  unless the
provision  of the  certification,  identification,  information,  documentation,
declaration or other evidence  described in clause (b) is expressly  required by
statute, regulation,  general rules or administrative practice in order to apply
Rule 3.25.15 (or a substantially  similar  successor of such rule),  the Company
cannot obtain such certification,  identification,  information,  documentation,
declaration or evidence, or satisfy any other reporting requirements, on its own
through   reasonable   diligence  and  the  Company  otherwise  would  meet  the
requirements  for  application of Rule 3.25.15 (or such successor of such rule).
In  addition,  clause  (b)  above  shall  not be  construed  to  require  that a
non-Mexican pension or retirement fund, a non-Mexican tax-exempt organization or
a non-Mexican  financial institution or any other holder of a Note register with
the  Ministry  of Finance  and Public  Credit  for the  purpose of  establishing
eligibility for an exemption from or reduction of Mexican withholding taxes.

          Upon request, the Company or any other Person making such payment will
provide the Trustee with the original receipt of payment  thereof,  or a copy of
such receipt.  Copies of such  documentation  will also be made available to the
Noteholders or the Paying Agents, as applicable, upon request therefor.

          SECTION 2.14.  Notes  Purchased in Part.  If, in  connection  with any
                         ------------------------
Offer to  Purchase  made by the Company  pursuant to Section  4.09(d) or Section
4.13 hereof,  a Global Note is purchased in part, the Paying Agent shall forward
such  Global Note to the Trustee who shall make a notation on Schedule A thereof
to reduce the  principal  amount of such Global  Note to an amount  equal to the
purchased portion of such Global Note.

          If, in  connection  with any  Offer to  Purchase  made by the  Company
pursuant to Section 4.09(d) or Section 4.13 hereof, a definitive registered Note
is purchased in part,  the Company shall promptly  issue,  and the Trustee shall
authenticate and deliver to the surrendering  Holder (at the Company's expense),
a new  definitive  registered  Note equal in principal  amount to the  purchased
portion of such surrendered  definitive registered Note; provided that each such

                                       52

<PAGE>

new definitive  registered Note shall be in a principal amount of US$1,000 or an
integral multiple thereof.

          SECTION 2.15. Authorized Denominations. The Notes shall be issuable in
                        ------------------------
denominations of US$1,000 and any integral multiple thereof.

          SECTION 2.16. Computation of Interest.  Interest on the Notes shall be
                        -----------------------
computed on the basis of a 360-day year consisting of twelve 30-day months.

          SECTION 2.17. Persons Deemed Owners. Prior to the due presentation for
                        ---------------------
registration of transfer of any Note, the Company, the Trustee, the Paying Agent
or the  Registrar  may deem and  treat  the  Person  in whose  name such Note is
registered  as the  absolute  owner of such Note for the  purpose  of  receiving
payment of principal of,  premium (if any) and interest on such Note and for all
other purposes whatsoever,  whether or not such Note is overdue, and none of the
Company,  the Trustee, the Paying Agent, the Registrar or any Co-Registrar shall
be affected  by notice to the  contrary.  All such  payments so made to any such
Person,  or upon such Person's order,  shall be valid, and, to the extent of the
sum or sums so paid,  effectual to satisfy and discharge the liability for money
payable upon such Note.

          SECTION 2.18.  CUSIP Numbers.  The Company,  in issuing the Notes, may
                         -------------
use a "CUSIP"  number or numbers for the Notes and, if so, the Trustee shall use
the  relevant  CUSIP number in any notices to Holders as a  convenience  to such
Holders;  provided that any such notice may state that no representation is made
as to the  correctness  or accuracy of the CUSIP number printed in the notice or
on the Notes and that  reliance  may be placed only on the other  identification
numbers  printed on the Notes.  The Company shall promptly notify the Trustee of
any change in any CUSIP number used.


                                  ARTICLE III

                           REDEMPTION AND REPURCHASE

          SECTION 3.01.  Notice of  Redemption.  If the Company elects to redeem
                         ---------------------
the Notes  pursuant  to  Section  3.07 or  Section  3.08  hereof or Section 7 or
Section 8 of the  Notes,  it  shall,  at least 30 days but not more than 60 days
before a Redemption Date, send or cause to be sent to each Holder of Notes to be
redeemed by first-class mail, postage prepaid,  at the address of such Holder as
it appears in the Security Register, a written notice stating:

          (a) if fewer than all of the outstanding Notes are to be redeemed, the
identification   (including   CUSIP  number(s))  and  principal  amount  of  the
particular Notes to be redeemed;

          (b) the Redemption Date;

          (c) the  Redemption  Price  (plus the  amount of  accrued  and  unpaid
interest, Additional Amounts to be paid, if any, and any premium);

                                       53

<PAGE>


          (d) the  section  of the Notes  pursuant  to which the Notes are being
called for redemption;

          (e) that, unless the Company defaults in the payment of the Redemption
Price with respect thereto,  all Notes or portions thereof called for redemption
shall cease to accrue interest (and Additional  Amounts, if any), from and after
the Redemption Date;

          (f) that the Notes called for  redemption  must be  surrendered to the
Paying Agent to collect the Redemption Price;

          (g) if any Registered  Global Note is being redeemed only in part, the
portion of the principal  amount of such Registered  Global Note to be redeemed;
and

          (h) any other instructions and relevant information,  as so determined
by the Company,  consistent with this Section 3.01, that a Holder must follow in
order to comply with the notice of redemption.

          SECTION 3.02. Notice to Trustee.  The Company shall notify the Trustee
                        -----------------
in writing of the  Redemption  Date and the principal  amount of the Notes to be
redeemed.  The  Company  shall give each such  notice to the Trustee at least 45
days prior to the Redemption Date (but not later than the date notice thereof is
sent to the  Holders)  unless the  Trustee  consents to a shorter  period.  Such
notice  shall be  accompanied  by an Officers'  Certificate  and, in the case of
redemption  pursuant to Section 8 of the Notes,  an Opinion of Counsel  from the
Company to the effect that such  redemption  shall comply with any conditions to
such redemption set forth herein and in the Notes.

          SECTION 3.03. Selection of Notes to be Redeemed.  If less than all the
                        ---------------------------------
Notes are to be  redeemed  at any time,  selection  of the Notes to be  redeemed
shall  be made by the  Trustee,  on a pro rata  basis or by lot or by any  other
means the Trustee  determines to be fair and  appropriate and that complies with
applicable legal and securities exchange requirements, provided that the Trustee
may  select  for  redemption  in part only Notes in  denominations  larger  than
US$1,000.  In selecting Notes to be redeemed  pursuant to this Section 3.03, the
Trustee shall make such adjustments,  reallocations and eliminations as it shall
deem proper so that the  principal  amount of each Note to be redeemed  shall be
US$1,000  or  an  integral  multiple  thereof,  by  increasing,   decreasing  or
eliminating  any amount  less than  US$1,000  which  would be  allocable  to any
Holder.  The Trustee in its discretion  may determine the  particular  Notes (if
there are more than one)  registered  in the name of any Holder  which are to be
redeemed,  in whole or in part. Provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption. The
Trustee  shall notify the Company  promptly of the Notes or portions of Notes to
be redeemed.

          SECTION  3.04.  Effect  of  Notice  of  Redemption.   Once  notice  of
                          ----------------------------------
redemption is mailed,  Notes called for redemption  shall become due and payable
on the Redemption Date and at the Redemption  Price stated in such notice.  Upon
surrender to the Paying Agent,  such Notes shall be paid at the Redemption Price
stated in such notice. Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other Holder.

                                       54

<PAGE>


          SECTION 3.05.  Deposit of Redemption  Price.  Prior to 12:00 p.m., New
                         ----------------------------
York City time,  on the  Redemption  Date,  the Company  shall  deposit with the
Paying  Agent (or,  if the  Company or any of its  Subsidiaries  or any of their
Affiliates  is acting as Paying  Agent,  the Company  shall,  or shall cause its
Subsidiary or Affiliate  to,  segregate and hold in trust for the benefit of the
Holders) in cash or Cash  Equivalents  an amount equal to the  Redemption  Price
plus accrued and unpaid interest,  Additional  Amounts,  if any, and premium (if
any) in  respect  of all Notes to be  redeemed  on that date other than Notes or
portions of Notes called for  redemption on such date which have been  delivered
by the Company to the Trustee for cancellation.  The Paying Agent shall promptly
send by first-class mail,  postage prepaid,  to each Holder of Notes or portions
thereof to be redeemed,  payment in an amount equal to the  Redemption  Price of
such Notes or portions thereof.

          So long as the Company  complies with the preceding  paragraph and the
other provisions of this Article III, interest and Additional  Amounts,  if any,
on the Notes to be redeemed  on the  applicable  Redemption  Date shall cease to
accrue  from and  after  such  date and such  Notes  shall be  deemed  not to be
entitled to any benefit under this  Indenture  except to receive  payment of the
Redemption Price plus accrued and unpaid interest,  Additional  Amounts, if any,
and premium (if any) on the Redemption Date (subject to the right of each Holder
of  record at the close of  business  on the  relevant  Record  Date to  receive
interest and Additional  Amounts,  if any due on the relevant  Interest  Payment
Date). If any Note called for redemption shall not be so paid upon surrender for
redemption,  then,  from the  Redemption  Date  until  such  principal  is paid,
interest shall be paid on the unpaid  principal and, to the extent  permitted by
law,  on any  accrued  but  unpaid  interest  thereon,  in each case at the rate
prescribed therefor by such Note.

          SECTION 3.06.  Notes Redeemed in Part.  Upon surrender of a Registered
                         ----------------------
Global Note that is  redeemed  in part,  the Paying  Agent  shall  forward  such
Registered  Global  Note to the  Trustee who shall make a notation on Schedule A
thereof to reduce the  principal  amount of such  Registered  Global  Note to an
amount  equal to the  unredeemed  portion of such  Registered  Global  Note,  as
provided in Section 2.05(c) hereof.

          SECTION 3.07. Optional Redemption. The Notes will not be redeemable at
                        -------------------
the option of the Company  prior to June 15, 2004. At any time  thereafter,  the
Notes will be subject to redemption at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days' prior written notice,  at the
redemption  prices  (expressed  as  percentages  of  the  aggregate  outstanding
principal amount of the Notes) set forth below, plus accrued and unpaid interest
and  Additional  Amounts (if any),  if the  Redemption  Date  occurs  during the
twelve-month period beginning June 15 of each year indicated below:

Year                                                               Percentage

2004.................................................................110.75%
2005.................................................................108.06%
2006.................................................................105.38%
2007.................................................................102.69%

                                       55

<PAGE>


          Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

          SECTION  3.08.  Redemption  for Tax  Reasons.  If,  as a result of any
                          ----------------------------
amendment  to, or change in, or  expiration  of, the laws (or any  regulation or
rulings  thereunder) of Mexico or any political  subdivision or taxing authority
thereof or  therein  affecting  taxation,  or any  amendment  to or change in an
application  or  official  interpretation  of such  laws or  regulations,  which
amendment or change of such laws or  regulations  becomes  effective on or after
the Issue  Date,  the Company  would be  obligated,  for reasons  outside of its
control,  and after making such endeavors as the Company may consider reasonable
to  avoid  such  requirement,  to pay  Additional  Amounts  in  excess  of those
attributable  to a Mexican  withholding  tax rate of 10%, then, at the Company's
option,  the Notes may be  redeemed  at any time in whole,  but not in part,  by
giving  not  less  than 30 nor more  than 60 days'  prior  written  notice  at a
Redemption Price equal to 100% of the outstanding principal amount thereof, plus
accrued and unpaid interest, and any Additional Amounts due thereon, to the date
of redemption;  provided,  however, that (i) no such notice of redemption may be
given earlier than 90 days prior to the earliest date on which the Company would
be obligated to pay such Additional Amounts, and (ii) at the time such notice of
redemption is given,  such obligation to pay such Additional  Amounts remains in
effect.

          Prior to the publication of any notice of redemption  pursuant to this
provision, the Company shall deliver to the Trustee (i) an Officers' Certificate
stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the  conditions  precedent to the right of the
Company to redeem have occurred and (ii) an opinion of independent Mexican legal
counsel  (which may be counsel to the  Company)  of  recognized  standing to the
effect that the Company has or shall  become  obligated  to pay such  Additional
Amounts as a result of such change or amendment.  Such notice, once delivered by
the Company to the Trustee, shall be irrevocable.

          Any redemption pursuant to this Section 3.08 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

          SECTION 3.09. Purchase of Notes by the Company.
                        --------------------------------

          (a) The Company,  TV Azteca and any of the Company's  Subsidiaries may
at any time purchase the Notes at any price.

          (b) Pursuant to Section 4.09 and Section 4.13 hereof,  the Company may
be obligated to make an Offer to Purchase outstanding Notes.

                                   ARTICLE IV

                                   COVENANTS

          SECTION 4.01.  Payment of Notes.  The Company will duly and punctually
                         ----------------
pay the principal, premium (if any) and interest on the Notes in accordance with
the terms of the Notes and this Indenture.

                                       56

<PAGE>

          SECTION 4.02.  Payment of Accrued Interest on the 2003 Notes.  On July
                         ---------------------------------------------
15, 2003, the Company will duly and punctually pay the interest that has accrued
on the 2003 Notes that were  accepted  for  exchange in the  Exchange  Offer and
Consent  Solicitation,  at an annual  rate of 10 1/2%,  from  January  16,  2003
through the Exchange Date,  and  Additional  Amounts (if any) in addition to any
other payments required to be made on such date.

          SECTION 4.03.  Released 2003 Notes Collateral.  To the extent that any
                         ------------------------------
2003  Notes  Collateral  remains   outstanding,   after  giving  effect  to  the
consummation  of the Exchange  Offer and Consent  Solicitation,  upon payment of
accrued  and unpaid  interest  and the  repayment  of  principal  in full of any
unexchanged 2003 Notes, the Company shall immediately release the remaining 2003
Notes Collateral  attributable  thereto and,  simultaneously  with such release,
pledge  such  released  2003 Notes  Collateral  in favor of the 2008  Collateral
Agent,  for the  benefit  of the  Holders,  in  accordance  with the  procedures
described in Section 4.21 hereof.  Following  such pledge,  such  remaining 2003
Notes  Collateral shall constitute 2008 Notes Collateral and shall be subject to
a first priority  security  interest in favor of the 2008 Collateral  Agent, for
the benefit of the Holders.

          SECTION 4.04. Money for the Note Payments to be Held in Trust.
                        -----------------------------------------------

          (a) If the Company,  TV Azteca or any Subsidiary of the Company or any
of their  respective  Affiliates  shall at any time  act as  Paying  Agent  with
respect to the Notes, such Paying Agent shall, on or before each due date of the
principal of (and  premium,  if any) or interest on any of the Notes,  segregate
and  hold in  trust  for the  benefit  of the  Persons  entitled  thereto  money
sufficient  to pay the principal  (and premium,  if any) or interest so becoming
due until such money shall be paid to such Persons or  otherwise  disposed of as
herein provided,  and shall promptly notify the Trustee of its action or failure
so to act.

          (b)  Whenever  the Company  shall have one or more Paying  Agents with
respect to the Notes, it shall, prior to or on each due date of the principal of
(and  premium,  if any) or interest on any of the Notes,  deposit  with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such principal,  premium or interest,  and (unless such Paying Agent
is the  Trustee)  the Paying  Agent  shall  promptly  notify the  Trustee of the
Company's action or failure so to act.

          (c) Any funds  deposited with the Trustee or any Paying Agent, or then
held by the Company,  in trust for the payment of the principal of,  premium (if
any) or interest  on any Note and  remaining  unclaimed  for two years after the
date upon which such payment shall have become due, shall be paid to the Company
on Order or, if then held by the Company,  shall be discharged  from such trust.
After repayment to the Company,  a Holder entitled to such funds shall look only
to the Company for payment without  interest  thereon,  as an unsecured  general
creditor;  the Company  shall not be liable to pay any taxes or other  duties in
connection  with such  payments;  the Trustee and the Paying  Agent,  subject to
applicable  law,  shall have no  further  liability  with  respect to such trust
money;  and the  Company  shall  not be a  trustee  in  respect  of such  funds;
provided,  however,  that unless otherwise provided by applicable law, the right
to receive  payment of  principal of or interest or premium (if any) on any Note
(whether at maturity,  redemption or otherwise)  shall become void at the end of

                                       57

<PAGE>

five years from the  relevant  date  thereof (or such  shorter  period as may be
prescribed by applicable law).

          If the  Trustee  or  Paying  Agent is  unable  to apply  any  money in
accordance with this Section 4.04 by reason of any legal proceeding or by reason
of any order or  judgment  of any  court or  governmental  authority  enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this  Indenture and the Notes shall be revived and reinstated as though no
deposit  has  occurred  pursuant  to this  Section  4.04  until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance  with
this Section 4.04, provided,  however,  that if the Company has made any payment
of interest on or principal of any Notes because of the  reinstatement  of their
obligations,  the Company  shall be  subrogated  to the rights of the Holders of
such Notes to receive  such payment from the money held by the Trustee or Paying
Agent.

          SECTION 4.05. Maintenance of Office or Agency.
                        -------------------------------

          (a) The Company  shall  maintain in The City of New York, an office or
agency where Notes may be presented or surrendered for payment,  where Notes may
be surrendered  for  registration  of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The  Company  shall give  prompt  written  notice to the Trustee of the
location,  and any change in the location, of such office or agency. The Company
hereby designates the Corporate Trust Office of the Trustee as such office,  and
if at any time the Company  shall fail to maintain any such  required  office or
agency or shall fail to furnish  the  Trustee  with the  address  thereof,  such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the
Trustee its agent to receive all presentations, surrenders, notices and demands.

          (b) The Company may also from time to time designate one or more other
offices or agencies  (in or outside of The City of New York) where the Notes may
be presented or surrendered  for any or all of such purposes,  and may from time
to  time  rescind  such  designations;  provided  that no  such  designation  or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in The City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation and any change
in the location of any such other office or agency.

          SECTION 4.06. Limitation on Other Business Activities.
                        ---------------------------------------

          (a) The Company  will not engage in any trade or  business  other than
the ownership of the Capital Stock of TV Azteca,  Grupo Cotsa, Unefon, Cosmo and
other Persons or any successors thereto (in the case of TV Azteca, to the extent
permitted  under  Article V);  provided that nothing  herein shall  restrict the
Company  from  making  investments,  or from  owning any  property  constituting
proceeds from  dispositions of Capital Stock not prohibited by this Indenture or
the Collateral Documents.

          (b) The Company will not permit TV Azteca or any Restricted Subsidiary
to be engaged in any  business  or  activity  other than a  Permitted  Business;
provided,  however,  that TV Azteca may engage in businesses or activities other

                                       58

<PAGE>

than  Permitted  Businesses so long as all such  businesses and activities of TV
Azteca and its Restricted  Subsidiaries are not in the aggregate  material to TV
Azteca and its Restricted Subsidiaries taken as a whole.

          SECTION 4.07. Limitation on Indebtedness of the Company and Limitation
                        --------------------------------------------------------
on Preferred Stock of TV Azteca.
-------------------------------

          (a) The Company  will not, and will not permit any  Subsidiary  of the
Company (other than TV Azteca and its Restricted  Subsidiaries  and Grupo Cotsa)
to, Incur any Indebtedness, except the following:

               (i) Indebtedness  Incurred by the Company in exchange for, or the
     proceeds of which are used to Refinance all or part of the Notes,  the 2005
     Notes, any 2003 Notes that remain  outstanding  following the Issue Date or
     any  Company  Refinancing  Indebtedness  (as  defined  below)  Incurred  to
     Refinance the Notes, the 2005 Notes, any 2003 Notes that remain outstanding
     following  the Issue  Date or any such  Company  Refinancing  Indebtedness;
     provided,  however,  that  in the  case  of any  Indebtedness  Incurred  in
     connection with such a Refinancing (Indebtedness so Incurred referred to in
     this  subparagraph  (a)(i)  as  "Company  Refinancing  Indebtedness"),  the
     principal amount of such Company  Refinancing  Indebtedness  (excluding any
     principal  amount  required to be deposited in collateral  arrangements  to
     provide for  interest  payments on such Company  Refinancing  Indebtedness)
     will not exceed the principal amount of the Indebtedness so Refinanced plus
     the  amount of any  premium  required  to be paid in  connection  with such
     Refinancing  pursuant to the terms of the Indebtedness so Refinanced or the
     amount of any premium reasonably  determined by the Company as necessary to
     accomplish  such  Refinancing  by  means of a  tender  offer  or  privately
     negotiated repurchase, plus any accrued and unpaid interest, any Additional
     Amounts and fees and expenses  Incurred by the Company in  connection  with
     such Refinancing;  provided,  further, that (A) in the case that the Notes,
     the 2005 Notes, any 2003 Notes that remain outstanding  following the Issue
     Date or other Company Refinancing  Indebtedness are Refinanced in part, the
     Company  Refinancing  Indebtedness  is made  pari  passu  with the Notes or
     subordinated to the Notes; (B) the Company Refinancing  Indebtedness by its
     terms,  or by the terms of any  agreement or  instrument  pursuant to which
     such Indebtedness is issued, (1) provides that the Weighted Average Life to
     Maturity of such Company Refinancing  Indebtedness at the time such Company
     Refinancing  Indebtedness  is  Incurred  is  equal to or  greater  than the
     Weighted Average Life to Maturity of the Indebtedness  being Refinanced and
     (2) does not permit redemption or other retirement  (including  pursuant to
     an offer to  purchase  or  otherwise  at the option of the Holder  thereof)
     prior to the final stated maturity of the  Indebtedness  being  Refinanced,
     other  than a  redemption  or other  retirement  that is  conditioned  upon
     provisions  substantially  similar to the  provisions  of the  Indebtedness
     being Refinanced or substantially  similar to those described under Section
     4.09 or Section 4.13; and (C) the Company Refinancing  Indebtedness may not
     be secured by any assets of the Company other than Unrestricted  Shares or,
     with respect to a Refinancing of the Notes,  the 2005 Notes, any 2003 Notes
     that remain  outstanding  after the Issue Date or any  Company  Refinancing
     Indebtedness, any collateral that secures the relevant Indebtedness that is
     Refinanced  pursuant  to  this  clause  (i)  (to  the  extent  released  in
     accordance  with the relevant  indenture and security  documents  governing
     such   Indebtedness);   provided,   further,   that   Company   Refinancing
     Indebtedness Incurred pursuant to this paragraph to Refinance the Notes may

                                       59

<PAGE>

     not be Incurred  prior to the  application  of the proceeds to repay all or
     part of the Notes unless such Company Refinancing  Indebtedness is Incurred
     within 35 days of the application of the proceeds therefrom to repay all or
     a part of the Notes or to defease  the Notes or  otherwise  to satisfy  and
     discharge this Indenture and the Notes and such proceeds are held in escrow
     to secure such Company Refinancing  Indebtedness until application to repay
     all or part of the Notes;

               (ii) Indebtedness of the Company Incurred within 45 Business Days
     before the applicable  interest payment date in an amount not to exceed the
     amount of interest and any Additional  Amounts payable on any of the Notes,
     the 2005  Notes,  the 2003 Notes or any  Company  Refinancing  Indebtedness
     Incurred to Refinance the Notes, the 2005 Notes, the 2003 Notes or any such
     Company  Refinancing  Indebtedness on such interest payment date;  provided
     that the proceeds from such Indebtedness are irrevocably deposited with the
     applicable trustee or paying agent for the purpose of paying such amount to
     the  Holders  of the Notes,  the 2005  Notes,  the 2003  Notes that  remain
     outstanding after the Issue Date or any Company  Refinancing  Indebtedness,
     as the case may be; provided,  further, that the obligations of the Company
     with  respect to any  Indebtedness  Incurred  pursuant  to this clause (ii)
     shall be unsecured  and  evidenced by a note that shall  expressly  provide
     that such Indebtedness shall constitute Subordinated Indebtedness and shall
     have no cash  payment  obligations,  whether  in  respect  of  interest  or
     principal, prior to the Final Maturity Date of the Notes;

               (iii) (A)  Indebtedness  of Persons  other than the  Company,  TV
     Azteca or any of its Restricted  Subsidiaries  that is secured by a Lien on
     Unrestricted  Shares  but  is  otherwise  Non-Recourse  Indebtedness;   (B)
     Indebtedness   of  the  Company,   TV  Azteca  or  any  of  its  Restricted
     Subsidiaries  that is  secured  by a Lien  on  Unrestricted  Shares  but is
     otherwise Non-Recourse  Indebtedness;  and (C) Non-Recourse Indebtedness of
     Additional  Subsidiaries;  provided  that,  in  the  case  of  Indebtedness
     Incurred  by an  Additional  Subsidiary  pursuant  to clause  (C),  if such
     Additional Subsidiary ceases at any time to be an Additional Subsidiary and
     becomes a Restricted  Subsidiary  hereunder,  the  provisions of clause (C)
     shall no longer be applicable to such  Indebtedness  and such  Indebtedness
     shall be deemed to have been Incurred at such time;

               (iv)  Indebtedness  Incurred  by the  Company  to any holder of a
     Permitted Azteca  Holdings/Unefon  Purchase Right as a result of the pledge
     of the 2008 Unefon Pledged Shares, the 2005 Unefon Pledged Shares, the 2003
     Unefon  Pledged  Shares,  the 2008 Net Unefon Sale  Proceeds,  the 2005 Net
     Unefon  Sale  Proceeds  or the  2003  Net  Unefon  Sale  Proceeds  (or  any
     respective Substitute Unefon Consideration related thereto) pursuant to the
     2008 Collateral  Pledge,  the 2005 Collateral Pledge or the 2003 Collateral
     Pledge,  provided such Indebtedness shall (A) be unsecured and evidenced by
     a note that shall expressly provide that such Indebtedness shall constitute
     Subordinated  Indebtedness,  (B) not be assignable or transferable  and (C)
     have no cash  payment  obligations,  whether  in  respect  of  interest  or
     principal, prior to the Final Maturity Date of the Notes;

                                       60

<PAGE>


               (v)  Additional  2005 Notes,  provided that the net proceeds from
     the issuance of such  Additional  2005 Notes are  directly and  irrevocably
     deposited with the applicable trustee or paying agent under this Indenture,
     the 2005 Indenture or the 2003 Indenture, as the Company may determine, for
     purposes of paying (A)  principal,  interest  and  Additional  Amounts with
     respect to the Notes,  (B) principal,  interest and Additional  Amounts (as
     such term is used in the 2003  Indenture)  with  respect  to any 2003 Notes
     that  remain  outstanding  following  the  Issue  Date,  or (C)  principal,
     interest  and  Additional  Amounts  (as  such  term  is  used  in the  2005
     Indenture)  with  respect  to  the  2005  Notes;  provided,  further,  that
     immediately  after  giving  effect to the  Incurrence  of the  Indebtedness
     evidenced by such Additional 2005 Notes, the Company could release any 2005
     Notes Collateral  pursuant to the applicable  Coverage Ratios (as such term
     is used in the 2005 Indenture);

               (vi)  Indebtedness of the Company to TV Azteca in respect of, and
     in principal amount equal to, any Restricted  Payments made by TV Azteca to
     the Company  pursuant to Section  4.09(c)(xiv)  hereof,  provided that such
     Indebtedness shall (A) not be assignable or transferable,  (B) be unsecured
     and evidenced by a note that shall expressly provide that such Indebtedness
     shall  constitute  Subordinated  Indebtedness  and (C) have no cash payment
     obligations,  whether in respect of  interest  or  principal,  prior to the
     Final Maturity Date of the Notes; and

               (vii)  Indebtedness  of the Company  Incurred within fifteen days
     before the exercise date of the 2008 Unefon Rights,  the 2005 Unefon Rights
     and the 2003 Unefon Rights in an aggregate  principal  amount not to exceed
     the aggregate  exercise  price of the 2008 Unefon  Rights,  the 2005 Unefon
     Rights and the 2003 Unefon Rights  exercised by the Company  (excluding any
     2008 Unefon Rights, 2005 Unefon Rights or 2003 Unefon Rights exercised,  by
     or for the benefit of, any  holders of a Permitted  Azteca  Holdings/Unefon
     Purchase  Right);  provided that such  Indebtedness  (A) bears  interest at
     commercially  reasonable  rates,  (B)  constitutes  unsecured  Subordinated
     Indebtedness  and (C) is repaid  in full  upon the sale of the 2008  Unefon
     Pledged Shares,  the 2005 Unefon Pledged Shares and the 2003 Unefon Pledged
     Shares  underlying  such 2008 Unefon  Rights,  2005 Unefon  Rights and 2003
     Unefon Rights, respectively.

          (b) The  Company  will not  permit TV Azteca or any of its  Restricted
Subsidiaries to issue any Preferred Stock; provided,  however, that TV Azteca or
any of its  Restricted  Subsidiaries  may  issue  Preferred  Stock  the  maximum
liquidation  value  of which  will  constitute  Indebtedness  of TV  Azteca  for
purposes of Section 4.08 and dividends on which will be included in  determining
Consolidated  Interest  Expense for purposes of calculating the  Indebtedness to
Adjusted EBITDA Ratio under the provision described in Section 4.08(a) hereof.

          SECTION  4.08.  Limitation  on  Indebtedness  of  TV  Azteca  and  its
                          ------------------------------------------------------
Restricted Subsidiaries.
-----------------------

          (a) The Company will not permit TV Azteca or any Restricted Subsidiary
to Incur any Indebtedness;  provided,  however, that TV Azteca or any Restricted
Subsidiary  may Incur  Indebtedness  if,  after  giving pro forma  effect to the
Incurrence of such  Indebtedness and the receipt and application of the proceeds

                                       61

<PAGE>

therefrom,  the Indebtedness to Adjusted EBITDA Ratio would be greater than zero
and less than or equal to 6.00:1.00.

          (b) Notwithstanding the foregoing,  the following  Indebtedness may be
Incurred (collectively, "Permitted Indebtedness"):

               (i) Indebtedness of TV Azteca or any Restricted  Subsidiary under
     one or more  revolving  credit or  working  capital  facilities  (including
     related  guarantees and security  arrangements)  in an aggregate  principal
     amount outstanding or available at any time not to exceed US$100,000,000;

               (ii)  any   Indebtedness   of  TV  Azteca   and  its   Restricted
     Subsidiaries  (other than Indebtedness  described in another clause of this
     Section 4.08(b)) outstanding on the Issue Date;

               (iii) Indebtedness owed by TV Azteca to any Restricted Subsidiary
     or Indebtedness  owed by a Restricted  Subsidiary to TV Azteca or any other
     Restricted Subsidiary; provided, however, that upon either (A) the transfer
     or other  disposition  by such  Restricted  Subsidiary  or TV Azteca of any
     Indebtedness  so  permitted  to a Person  other  than TV Azteca or  another
     Restricted  Subsidiary  of TV  Azteca  or  (B)  the  issuance  (other  than
     directors'  qualifying shares),  sale, lease, transfer or other disposition
     of shares of Capital Stock  (including by  consolidation or merger) of such
     Restricted  Subsidiary  to  a  Person  other  than  TV  Azteca  or  another
     Restricted  Subsidiary (or any other event) that results in such Restricted
     Subsidiary  ceasing to be a Restricted  Subsidiary,  the provisions of this
     clause (iii) shall no longer be  applicable to such  Indebtedness  and such
     Indebtedness  shall be  deemed to have  been  Incurred  at the time of such
     transfer or other disposition;

               (iv) Indebtedness which is exchanged for or the proceeds of which
     are used to Refinance  outstanding  Indebtedness  Incurred  pursuant to the
     preceding paragraph or clause (ii) of this Section 4.08(b) (Indebtedness so
     Incurred referred to in this clause (iv) as "TVA Refinancing Indebtedness")
     in an aggregate  principal amount not to exceed the principal amount of the
     Indebtedness  so Refinanced  plus the amount of any premium  required to be
     paid in  connection  with  such  Refinancing  pursuant  to the terms of the
     Indebtedness  so  Refinanced  or  the  amount  of  any  premium  reasonably
     determined  by TV Azteca as necessary to  accomplish  such  Refinancing  by
     means of a tender offer or privately negotiated  repurchase,  plus any fees
     and expenses  Incurred by TV Azteca or by the  Subsidiary of TV Azteca,  as
     the case may be, in connection with such  Refinancing;  provided,  however,
     that the TVA Refinancing  Indebtedness by its terms, or by the terms of any
     agreement or instrument  pursuant to which such Indebtedness is issued, (1)
     provides that the Weighted Average Life to Maturity of such TVA Refinancing
     Indebtedness at the time such TVA  Refinancing  Indebtedness is Incurred is
     equal to or greater  than the  Weighted  Average  Life to  Maturity  of the
     Indebtedness  being Refinanced and (2) does not permit  redemption or other
     retirement  (including pursuant to an offer to purchase or otherwise at the
     option of the holder  thereof)  prior to the final  stated  maturity of the
     Indebtedness being Refinanced,  other than a redemption or other retirement
     which  is  conditioned  upon  provisions   substantially   similar  to  the
     provisions of the Indebtedness being Refinanced or substantially similar to

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<PAGE>

     those  described  in Section  4.13  hereof or in  connection  with an asset
     disposition  as provided in Section 4.09 hereof;  provided,  further,  that
     Indebtedness Incurred pursuant to this clause (iv) may not be Incurred more
     than  30 days  prior  to the  application  of the  proceeds  to  repay  the
     Indebtedness to be Refinanced;

               (v) Indebtedness  Incurred by TV Azteca,  which may be guaranteed
     by a Restricted Subsidiary, not otherwise permitted to be Incurred pursuant
     to  clauses  (i)  through  (iv)  above,  which,  together  with  any  other
     outstanding  Indebtedness  Incurred  pursuant to this  clause  (v),  has an
     aggregate  principal  amount  not in  excess of  US$25,000,000  at any time
     outstanding; and

               (vi)  the  Incurrence  by TV  Azteca  or any  of  its  Restricted
     Subsidiaries of Indebtedness  under  Permitted  Interest Rate,  Currency or
     Commodity Price Agreements.

          SECTION 4.09. Limitation on Restricted Payments.
                        ---------------------------------

          (a) The  Company  will  not,  nor  will TV  Azteca  or any  Restricted
Subsidiary be permitted to,  directly or  indirectly,  make any of the following
(each of clauses (i) through (iv) below being a "Restricted Payment"):

               (i) declare or pay any dividend or make any distribution on or in
     respect of the Capital  Stock of the Company,  TV Azteca or any  Restricted
     Subsidiary  (including  any  payment  in  connection  with  any  merger  or
     consolidation  involving  any of the  foregoing)  except (A)  dividends  or
     distributions  by the Company  payable  solely in Capital Stock (other than
     Redeemable  Stock) of the Company,  and  dividends or  distributions  by TV
     Azteca payable solely in Capital Stock (other than Redeemable  Stock) of TV
     Azteca or (B) dividends  from a Restricted  Subsidiary to TV Azteca or to a
     Wholly Owned Restricted Subsidiary; or

               (ii)  purchase,  redeem or otherwise  retire or acquire for value
     any Capital  Stock  (including  any option or warrant to  purchase  Capital
     Stock)  of the  Company,  TV Azteca or any  Restricted  Subsidiary  held by
     Persons  other than the  Company,  TV Azteca or a Wholly  Owned  Restricted
     Subsidiary; or

               (iii)  make any  voluntary  or  optional  principal  payment,  or
     voluntary  or  optional  redemption,   repurchase,   defeasance,  or  other
     acquisition or retirement for value,  of  Subordinated  Indebtedness of the
     Company  (other  than  the  payment,  redemption,  repurchase,  defeasance,
     acquisition or retirement of  Subordinated  Indebtedness in anticipation of
     satisfying  a  sinking  fund  obligation,  principal  installment  or final
     maturity,  in any case due within three months of the date of such payment,
     redemption, repurchase, defeasance, acquisition or retirement); or

               (iv) make any  Investment  in any Person  (other  than  Permitted
     Investments).

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<PAGE>


          (b)  Notwithstanding   the  foregoing,   TV  Azteca  or  a  Restricted
Subsidiary will be permitted to make any Restricted Payment unless:

               (i) a Default or an Event of Default  shall have  occurred and be
     continuing or would result from such Restricted Payment;

               (ii) after giving pro forma effect to such Restricted  Payment as
     if such Restricted Payment had been made at the beginning of the applicable
     four-fiscal-quarter  period then most recently  ended,  TV Azteca could not
     Incur  at  least  US$1.00  of  additional   Indebtedness  pursuant  to  the
     Indebtedness to Adjusted EBITDA Ratio under Section 4.08(a); and

               (iii)  upon  giving  effect  to  such  Restricted  Payment,   the
     aggregate of all  Restricted  Payments made by TV Azteca and its Restricted
     Subsidiaries  from  February  5, 1997 to the  relevant  date on which  such
     Restricted Payment is made exceeds the sum of:

                    (A) US$5,000,000 plus (1) the positive  cumulative  Adjusted
          EBITDA  of TV Azteca  for the  period  beginning  on April 1, 1997 and
          ending  on the  last  day of  the  last  full  fiscal  quarter  ending
          immediately  preceding the date of such  Restricted  Payment for which
          quarterly or annual  financial  statements  of TV Azteca are available
          (taken  as a  single  accounting  period),  or (2) if such  cumulative
          Adjusted  EBITDA  is  negative,  the  negative  amount  by  which  the
          cumulative  Adjusted EBITDA is less than zero, less in either case the
          product of 2.0 times the cumulative  Consolidated  Interest Expense of
          TV Azteca for such period; plus

                    (B) 100% of the aggregate  Net Cash Proceeds  received by TV
          Azteca  after  February 5, 1997 from  contributions  of capital or the
          issuance and sale (other than to a Subsidiary of TV Azteca) of Capital
          Stock  (other  than  Redeemable  Stock)  of TV  Azteca,  and  options,
          warrants  or  other  rights  to  acquire  Capital  Stock  (other  than
          Redeemable  Stock)  of TV  Azteca,  provided  that  any  such Net Cash
          Proceeds  received by TV Azteca from an employee stock  ownership plan
          financed by loans from TV Azteca or a Subsidiary of TV Azteca shall be
          included  only to the extent  such loans have been repaid with cash on
          or prior to the date of determination; plus

                    (C) the amount by which Indebtedness of TV Azteca is reduced
          on TV Azteca's  balance sheet upon the  conversion or exchange  (other
          than by a Subsidiary  of TV Azteca)  subsequent to February 5, 1997 of
          any debt securities or shares of Redeemable  Stock of TV Azteca issued
          subsequent to February 5, 1997 that are  convertible  or  exchangeable
          for Capital Stock (other than Redeemable Stock) of TV Azteca (less the
          amount of any cash or other  property  (other than such Capital Stock)
          distributed  by TV  Azteca  or any  Restricted  Subsidiary  upon  such
          conversion or exchange, but plus the aggregate amount of cash or other
          property received by TV Azteca or any Restricted  Subsidiary upon such
          conversion or exchange); plus

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<PAGE>

                    (D) to the extent not included in Adjusted  EBITDA,  the net
          reduction (received by TV Azteca or any Restricted Subsidiary in cash)
          in Investments  (other than Permitted  Investments)  made by TV Azteca
          and its Restricted  Subsidiaries  since February 5, 1997  (including a
          reduction that occurs by reason of the return of equity  capital,  the
          repayment of the  principal of loans or advances or the  redesignation
          of  Unrestricted  Subsidiaries  as  Restricted  Subsidiaries),  not to
          exceed,  in the case of any  Investments in any Person,  the amount of
          Investments  (other than Permitted  Investments) made by TV Azteca and
          its Restricted Subsidiaries in such Person since February 5, 1997.

          (c) The foregoing provisions shall not prohibit:

               (i) dividends  paid within 60 days after the date of  declaration
     thereof  if at such  date of  declaration  (A)  such  dividend  would  have
     complied  with  Section  4.09(b) or  clauses  (viii)  through  (xv) of this
     Section  4.09(c)  and (B) no Event of Default  shall have  occurred  and be
     continuing or would occur as a consequence of the declaration thereof;

               (ii) the purchase,  defeasance or redemption of any  Subordinated
     Indebtedness  of the Company  made solely in exchange for or out of the net
     proceeds  of the  substantially  concurrent  sale  (other than from or to a
     Subsidiary of the Company or from or to an employee  stock  ownership  plan
     financed  by loans from the  Company or a  Subsidiary  of the  Company)  of
     shares of Capital Stock (other than Redeemable Stock) of the Company;

               (iii) the purchase, redemption,  acquisition or retirement of any
     shares of Capital  Stock of the Company or TV Azteca (or options,  warrants
     or other rights to acquire such  Capital  Stock)  solely in exchange for or
     out of the net proceeds of the  substantially  concurrent  sale (other than
     from or to a Subsidiary  of the issuer of the  respective  Capital Stock or
     from or to an employee  stock  ownership  plan  financed by loans from such
     issuer or a Subsidiary  of such  issuer) of shares of Capital  Stock (other
     than  Redeemable  Stock) of the  Company  or TV  Azteca,  respectively  (or
     options,  warrants or other rights to acquire such Capital Stock), provided
     that the amount of such purchase, redemption,  acquisition or retirement of
     Capital  Stock of the  Company or TV Azteca and the amount of net  proceeds
     from such  exchange  or sale of Capital  Stock of the  Company or TV Azteca
     shall  be  excluded  from  the  calculation  of the  amount  available  for
     Restricted Payments pursuant to Section 4.09(b);

               (iv) the purchase,  redemption,  acquisition or retirement of any
     shares  of  Redeemable  Stock of the  Company  or TV  Azteca  (or  options,
     warrants  or other  rights to  acquire  such  Redeemable  Stock)  solely in
     exchange  for or out of the net  proceeds of the  substantially  concurrent
     sale of shares of Redeemable Stock of the Company or TV Azteca, as the case
     may be, (A) having a Weighted  Average Life to Maturity equal to or greater
     than the Weighted  Average Life to Maturity of the  Redeemable  Stock being
     purchased, redeemed, acquired or retired and (B) that cannot be redeemed or
     otherwise retired (including  pursuant to an offer to purchase or otherwise

                                       65

<PAGE>

     at the option of the holder  thereof)  earlier  than the  Redeemable  Stock
     being purchased, redeemed, acquired or retired;

               (v) payments or  distributions to Persons that are not Affiliates
     of the Company or TV Azteca in the nature of  satisfaction  of  dissenter's
     rights  pursuant  to or in  connection  with  a  consolidation,  merger  or
     transfer of assets that  complies  with the  provisions  of this  Indenture
     applicable to mergers, consolidations and transfers of all or substantially
     all of the property and assets of the Company or TV Azteca;

               (vi) (A) Investments by TV Azteca and its Restricted Subsidiaries
     in (1) Unrestricted Subsidiaries and (2) any partnership,  joint venture or
     other Person primarily engaged in a Permitted Business, if, in either case,
     the amount of such Investment  (after taking into account the amount of all
     other Investments made pursuant to this subclause  (vi)(A)) does not exceed
     US$30,000,000 at any one time outstanding, and (B) Investments by TV Azteca
     and its Restricted Subsidiaries of any kind that do not exceed US$5,000,000
     at any one time outstanding;

               (vii) the purchase or redemption of any Subordinated Indebtedness
     of the Company from remaining  Uninvested  Asset Sale  Distributions to the
     extent permitted under Section 4.09(d);

               (viii)  dividends or  distributions  made by TV Azteca to, or the
     purchase,  redemption or other  retirement or acquisition  for value of the
     Capital Stock of TV Azteca from,  the Company and all other holders of each
     class of TV Azteca's Capital Stock on a pro rata basis;

               (ix)  Restricted  Payments by the Company in an aggregate  amount
     together  with all other  Restricted  Payments made pursuant to this clause
     (ix) not in excess of the  aggregate of the amounts  received,  directly or
     indirectly,  by  the  Company  after  the  Issue  Date  from  dividends  or
     distributions paid by TV Azteca in respect of, or the purchase,  redemption
     or other retirement or acquisition for value of, shares of Capital Stock of
     TV Azteca that were (A)  Unrestricted  Shares at the time of such dividend,
     distribution,  purchase,  redemption or other retirement or acquisition for
     value and (B) Restricted Shares at such time, provided, in the case of this
     clause  (B),  that  immediately  after  giving  effect  to  such  dividend,
     distribution,  purchase,  redemption or other retirement or acquisition for
     value the Company could have  released at least one 2005 TV Azteca  Pledged
     Share pursuant to the 2005 Collateral Pledge and one 2003 TV Azteca Pledged
     Share pursuant to the 2003 Collateral Pledge;

               (x) Restricted Payments by the Company to the extent they consist
     of  Unrestricted  Shares or do not exceed in aggregate  amount the proceeds
     from the sale or pledge of any thereof;

               (xi) Restricted  Payments by the Company of the Elektra  Reserved
     Shares  pursuant to the  exercise of the  exchange  right under the Elektra
     Share Exchange Agreement;

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<PAGE>

               (xii)  Restricted  Payments  by the Company to the extent they do
     not exceed in aggregate  amount the amounts  received by the Company  after
     the Issue Date from dividends or distributions  paid by Grupo Cotsa (or any
     other  Person  other  than TV Azteca  or its  Restricted  Subsidiaries)  in
     respect of, or the purchase,  redemption or other retirement or acquisition
     for value of, the Capital Stock of Grupo Cotsa (or such other Person);

               (xiii) the Rights Grant, the Rights Exercise,  a Permitted Azteca
     Holdings/Unefon Purchase Right or the TV Azteca Option Grant;

               (xiv)  dividends  or other  Restricted  Payments to the  Company,
     which do not in the  aggregate  exceed  (i) the actual  amount  used by the
     Company to pay legal fees and expenses,  regulatory filing fees,  corporate
     franchise or similar  taxes plus (ii) the actual amount used by the Company
     to pay its actual  administrative  expenses,  provided  that the  aggregate
     amount  expended in any  calendar  year for the  purposes set forth in this
     subclause (ii) shall not exceed US$2,000,000; or

               (xv) Restricted Payments by TV Azteca to the Company constituting
     Indebtedness permitted to be Incurred under Section 4.07(a) (i), (ii), (iv)
     or Section 4.07(b);

provided  that,  except in the case of clauses (i) through (iv) and clauses (ix)
through (xiii) of this Section 4.09(c),  no Event of Default shall have occurred
and be continuing or occur as a consequence of the actions or payments set forth
therein.

          Any payment made pursuant to clause (i) (other than payments described
in clauses (x) through  (xv)),  (v) or, (vi) of this Section  4.09(c) shall be a
Restricted Payment for purposes of calculating  aggregate Restricted Payments of
TV Azteca and its  Restricted  Subsidiaries  pursuant  to Section  4.09(b).  Any
Restricted Payment made other than in cash shall be valued at fair market value.

          (d) (i) Within 60 days after the  Company's  receipt of  dividends  or
other  distributions  from TV Azteca made pursuant to Section 4.14,  the Company
may apply such  dividends or  distributions  (or amounts  equal  thereto) at its
option to  Investments in TV Azteca and its  Restricted  Subsidiaries  in assets
that are useful in a Permitted  Business.  Any  dividends or  distributions  (or
amounts equal thereto) that are not invested as provided  within the time period
set forth in the preceding  sentence  will be deemed to  constitute  "Uninvested
Asset Sale  Distributions."  When the aggregate  amount of Uninvested Asset Sale
Distributions exceeds US$15,000,000, the Company shall make an Offer to Purchase
to all holders of the 2005 Notes  pursuant  to the terms of the 2005  Indenture,
and to the  extent  that  there  are any  Uninvested  Asset  Sale  Distributions
remaining thereafter, the Company shall make an Offer to Purchase to all holders
of the 2003 Notes (to the extent that any of the 2003 Notes  remain  outstanding
after the Issue  Date) and, to the extent  that there are any  Uninvested  Asset
Sale  Distributions  remaining  thereafter,  the Company  shall make an Offer to
Purchase to all holders of the Notes,  for the maximum amount of such Notes that
may be purchased out of the Uninvested  Asset Sale  Distributions  at a purchase
price equal to 101% of their principal amount,  plus accrued and unpaid interest
and Additional  Amounts, if any, to the purchase date. The Company will commence

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<PAGE>

such Offer to Purchase  within ten Business Days after the date that  Uninvested
Asset Sale Distributions  exceed US$15,000,000 or such later date as the Company
determines  that  Uninvested  Asset Sale  Distributions  are  available for such
purpose.  To the extent that there are any such remaining  Uninvested Asset Sale
Distributions  after  consummating any such offers to purchase,  the Company may
use any such remaining  Uninvested Asset Sale Distributions for any use which is
not otherwise  prohibited by this  Indenture and the amount of Uninvested  Asset
Sale Distributions  shall be reset at zero. If the aggregate principal amount of
Notes  tendered  pursuant to any such Offer to Purchase  (after giving effect to
the  completion  of an offer to purchase the 2005 Notes and 2003 Notes)  exceeds
the amount of Uninvested Asset Sale Distributions,  the Trustee shall select, in
such manner as it shall deem fair and appropriate, the Notes to be purchased.

          (ii) The Company  shall  comply,  to the extent  applicable,  with the
requirements of Section 14(e) of the Exchange Act and any other  securities laws
or  regulations  in connection  with the  repurchase  of Notes  pursuant to this
Section 4.09. To the extent that the provisions of any applicable  United States
federal or state securities laws or regulations conflict with provisions of this
Indenture  relating to an Offer to  Purchase,  the Company will comply with such
laws or regulations  and will not be deemed to have breached such  provisions of
this Indenture by virtue thereof.

          (e) The  foregoing  Section  4.09(d)  requiring the Company to make an
Offer to Purchase  under certain  conditions  shall not be  applicable  from and
after the time that all of the 2005 Notes Collateral,  2003 Notes Collateral and
2008 Notes Collateral shall have been released from the 2005 Collateral  Pledge,
the 2003 Collateral Pledge and the 2008 Collateral Pledge, respectively.

          SECTION 4.10. Limitation on Dividends and Other Payment Restrictions
                        ------------------------------------------------------
Affecting Certain Subsidiaries.
------------------------------

          (a) The  Company  will  not,  and will not  permit  TV  Azteca  or any
Restricted  Subsidiary to, directly or indirectly,  create or otherwise cause or
suffer  to exist or become  effective  any  encumbrance  or  restriction  on the
ability of TV Azteca or its Restricted Subsidiaries:

               (i) to pay  dividends  (in cash or  otherwise)  or make any other
     distributions  in respect of its  Capital  Stock owned by the  Company,  TV
     Azteca or any of its Restricted  Subsidiaries  or pay any  Indebtedness  or
     other  obligation  owed to the Company,  TV Azteca or any of its Restricted
     Subsidiaries;

               (ii) to make loans or advances to the  Company,  TV Azteca or any
     of its Restricted Subsidiaries; or

               (iii) to transfer  any of its  property or assets to the Company,
     TV Azteca or any of its Restricted Subsidiaries.

          (b) Notwithstanding  the foregoing,  nothing herein shall prohibit the
creation or existence of any such encumbrance or restriction:

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<PAGE>

               (i)  pursuant  to any  agreement  in  effect  on the date of this
     Indenture,  including, without limitation, the indenture under which the TV
     Azteca Notes were issued,  or in any agreement  thereafter  entered into if
     such  encumbrance or restriction is not materially more restrictive than in
     such indenture;

               (ii)  existing  with respect to any Person or the  properties  or
     assets of such Person (other than a Subsidiary of TV Azteca existing on the
     date of this Indenture or any Subsidiary  carrying on any of the businesses
     of any such  Subsidiary)  prior to the date on which such  Person  became a
     Subsidiary  of TV Azteca and  outstanding  on such date and not Incurred in
     anticipation of becoming a Subsidiary,  which encumbrance or restriction is
     not  applicable to any Person,  or the  properties or assets of any Person,
     other than the Person so acquired;

               (iii) pursuant to an agreement  effecting an amendment,  renewal,
     refinancing,  refunding or extension of an agreement  referred to in clause
     (b)(i) or (b)(ii) above,  provided,  however, that the provisions contained
     in such renewal, refinancing,  refunding or extension agreement relating to
     such encumbrance or restriction taken as a whole are no more restrictive in
     any material  respect than the  provisions  contained in the  agreement the
     subject thereof;

               (iv) in the case of clause (a)(iii) above,  (A) that restricts in
     a customary  manner the subletting,  assignment or transfer of any property
     or asset that is a lease,  license,  programming  agreement,  conveyance or
     contract  or  similar  property  or  asset,  (B)  arising  by virtue of any
     transfer of,  agreement  to  transfer,  option or right with respect to, or
     Lien on, any property or assets of TV Azteca or any  Restricted  Subsidiary
     not otherwise  prohibited by the terms of this  Indenture or (C) arising or
     agreed to in the  ordinary  course of  business  that,  in the case of this
     clause (C), does not,  individually  or in the aggregate,  detract from the
     value of property or assets of TV Azteca or any  Restricted  Subsidiary  in
     any manner material to TV Azteca and its Restricted Subsidiaries,  taken as
     a whole;

               (v) with respect to a Restricted Subsidiary of TV Azteca, imposed
     pursuant  to an  agreement  which  has  been  entered  into for the sale or
     disposition of all or  substantially  all of the Capital Stock or assets of
     such Restricted Subsidiary;  provided that consummation of such transaction
     would not result in an Event of Default or an event that,  with the passing
     of time or the  giving  of  notice or both,  would  constitute  an Event of
     Default, that such restriction  terminates if such transaction is abandoned
     and that the closing or abandonment of such  transaction  occurs within one
     year of the date such agreement was entered into; or

               (vi) that is the result of applicable law.

          SECTION 4.11. Required Stock Ownership; Limitation on Liens.
                        ---------------------------------------------

          (a)  Subject  only  to  the  rights  under  the  Administrative  Trust
Agreement,  any Permitted Azteca  Holdings/Unefon  Purchase Right, any rights of
holders of 2005 Notes,  the 2005  Indenture,  the 2005  Collateral  Pledge,  any

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<PAGE>

rights of holders of 2003  Notes,  the 2003  Indenture  and the 2003  Collateral
Pledge (in each  case,  to the extent  that any 2003  Notes  remain  outstanding
following the Issue Date), and any Permitted Forward Sale Agreement, the Company
shall at all  times be the  direct  legal  and  beneficial  owner of the  Azteca
Holdings Series A Shares.  The Company shall be the beneficial owner of at least
a majority of the Voting Stock of TV Azteca on a Fully-Diluted Basis.

          (b) The  Company  shall not  create or permit to exist any Lien on the
2008 Notes Collateral,  the 2005 Notes Collateral, the 2003 Notes Collateral, or
the Azteca Holdings Series A Shares other than the 2008 Collateral  Pledge,  the
2005 Collateral Pledge,  the 2003 Collateral  Pledge,  the Administrative  Trust
Agreement,  any Permitted Azteca  Holdings/Unefon  Purchase Right, any Permitted
Subordinate  Rights in the 2008 Net Unefon  Sale  Proceeds,  the 2005 Net Unefon
Sale Proceeds or the 2003 Net Unefon Sale Proceeds (or any respective Substitute
Unefon Consideration related thereto), the TV Azteca Unefon Arrangements and any
Permitted Forward Sale Agreement.

          (c) The  Company  shall not  create or permit to exist any Lien on the
Elektra  Reserved  Shares  (other than  pursuant to the Elektra  Share  Exchange
Agreement,   the   Administrative   Trust   Agreement,   any  Permitted   Azteca
Holdings/Unefon  Purchase Right and any rights of holders of the Notes, the 2005
Notes and the 2003 Notes) until such time as the Elektra  Reserved  Shares shall
constitute Unrestricted Shares.

          (d) If at any time any rights are offered to holders of Capital  Stock
of TV Azteca to subscribe  for any  additional  Capital  Stock of TV Azteca at a
price below the Market Value per any CPO subject to the 2008 Collateral  Pledge,
2005 Collateral Pledge or 2003 Collateral Pledge, the Company will exercise, and
will cause any Subsidiary of the Company or any Person controlled by a Permitted
Holder of the Company  that then owns  Capital  Stock of TV Azteca to  exercise,
such  preemptive  rights with  respect to all of the Capital  Stock of TV Azteca
then owned by each of them in the same  proportion  as such rights are exercised
with  respect  to any shares of  Capital  Stock of TV Azteca  then owned by them
(including the TV Azteca Pledged Shares).

          SECTION  4.12.  Limitation on Sale and  Leaseback  Transactions  by TV
                          ------------------------------------------------------
Azteca and its Restricted Subsidiaries.
--------------------------------------

          (a) The Company will not permit TV Azteca or any Restricted Subsidiary
to enter into, assume,  Guarantee or otherwise become liable with respect to any
Sale and Leaseback Transaction unless either or both of the following conditions
are satisfied:

               (i) the lease is between TV Azteca and a Wholly Owned  Restricted
     Subsidiary  or between  Wholly  Owned  Restricted  Subsidiaries;  provided,
     however,  that any  subsequent  transfer  of such  lease or any  subsequent
     issuance or transfer of any Capital  Stock which results in any such Wholly
     Owned  Restricted  Subsidiary  ceasing  to  be a  Wholly  Owned  Restricted
     Subsidiary, shall be deemed for purposes of this Section 4.12 to constitute
     the entering  into of such Sale and  Leaseback  Transaction  by the parties
     thereto on the date of such transfer or issuance; or

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<PAGE>


               (ii) (A) TV  Azteca  would be able to  incur  Indebtedness  in an
     amount equal to the Attributable  Indebtedness pursuant to the Indebtedness
     to Adjusted  EBITDA Ratio of Section  4.08(a),  and (B) TV Azteca  receives
     proceeds  from such Sale and  Leaseback  Transaction  at least equal to the
     fair market value thereof and, if such Sale and Leaseback  Transaction also
     constitutes  an Asset  Disposition,  such  proceeds are applied in the same
     manner and to the same extent as the Net  Available  Proceeds from an Asset
     Disposition pursuant to Section 4.14.

          SECTION  4.13.  Repurchase  at the Option of Holders  upon a Change of
                          ------------------------------------------------------
Control.
-------

          (a) Within 30 days  following  the  occurrence of a Change of Control,
unless the Company has  theretofore  mailed a redemption  notice with respect to
all of the outstanding  Notes,  the Company will be required to make an Offer to
Purchase  all  outstanding  Notes  at a  purchase  price  equal to 101% of their
principal  amount plus accrued and unpaid  interest and Additional  Amounts,  if
any,  to the date of  purchase.  A "Change of  Control"  shall be deemed to have
occurred if the Permitted  Holders  beneficially own (within the meaning of Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  in the aggregate less
than (i) 51% of the total  voting  power of the Voting  Stock of the  Company or
(ii) 51% of the total  voting  power of the  Voting  Stock of TV  Azteca  or, in
either  case,  do not have the right or ability  by voting  power,  contract  or
otherwise  to elect  or  designate  for  election  a  majority  of the  Board of
Directors of the Company or TV Azteca. The term "Permitted  Holders" shall mean:
(A) Mr. Salinas Pliego, (B) a grandparent,  parent,  brother,  sister, uncle, or
aunt of the individual named in clause (A), (C) the spouse or a former spouse of
any  individual  named in clause (A) or (B), (D) the lineal  descendants  of any
person named in clauses (A) through (C) and the spouse or a former spouse of any
such lineal descendant, (E) the estate or any guardian, custodian or other legal
representative of any individual named in clauses (A) through (D), (F) any trust
established  solely for the benefit of any one or more of the individuals  named
in  clauses  (A)  through  (E),  and (G) any  Person in which all of the  equity
interests are owned,  directly or indirectly,  by any one or more of the Persons
named in clauses (A) through (F).

          (b) The  Company  will  comply,  to the  extent  applicable,  with the
requirements of Section 14(e) of the Exchange Act and any other  securities laws
or regulations in connection  with the repurchase of Notes pursuant to any Offer
to Purchase.  To the extent that the provisions of any applicable  United States
federal or state securities laws or regulations conflict with provisions of this
Indenture  relating to an Offer to  Purchase,  the Company will comply with such
laws or regulations  and will not be deemed to have breached such  provisions of
this Indenture by virtue thereof.

          (c) The  Company  shall not be  required  to make an Offer to Purchase
upon a Change of Control if a third  party  makes the Offer to  Purchase  in the
manner, at the times and otherwise in compliance with the requirements set forth
in this  Indenture  applicable  to an Offer to Purchase  made by the Company and
purchases  all Notes  validly  tendered  and not  withdrawn  under such Offer to
Purchase.

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<PAGE>


          SECTION 4.14.  Limitation on Asset  Dispositions  by TV Azteca and its
                         -------------------------------------------------------
Restricted Subsidiaries. The Company will not permit TV Azteca or any Restricted
-----------------------
Subsidiary  to make any Asset  Disposition  in one or more related  transactions
unless:  (i) TV  Azteca  or such  Restricted  Subsidiary,  as the  case  may be,
receives  consideration  for such  disposition at least equal to the fair market
value of the  assets  sold or  disposed  of (as  determined  in good faith by TV
Azteca's  Board of Directors and evidenced by a TVA Board  Resolution),  (ii) at
least 90% of the  consideration  for such  disposition  consists of cash or Cash
Equivalents,  or  property  or  services  usable by TV Azteca or any  Restricted
Subsidiary in the ordinary course of a Permitted Business,  or the assumption of
Indebtedness  of TV Azteca  or any  Restricted  Subsidiary,  as the case may be,
relating to such  assets and  release  from all  liability  on the  Indebtedness
assumed, and (iii) all Net Available Proceeds,  less any amounts invested within
180 days of such  disposition  in a Permitted  Business,  are applied within 180
days of such  disposition (1) first, to the prepayment,  repayment or repurchase
of Indebtedness of TV Azteca or of a Wholly Owned Restricted Subsidiary,  as the
case  may  be,  or,  additionally  in the  case  of an  Asset  Disposition  by a
Restricted  Subsidiary  that  is  not  a  Wholly  Owned  Restricted  Subsidiary,
Indebtedness of such Subsidiary (in each case other than Indebtedness owed to an
Affiliate  of the Company or, TV Azteca  which is not a  Restricted  Subsidiary)
(whether or not the related loan commitment is permanently reduced in connection
therewith)  and (2) second,  to make a Restricted  Payment to the Company and to
all other TV Azteca stockholders on a pro rata basis.

          SECTION 4.15. Limitation on Transactions with Affiliates.
                        ------------------------------------------

          (a) The  Company  will  not,  and will not  permit  TV  Azteca  or any
Restricted  Subsidiary  to,  enter  into any  transaction  (or series of related
transactions)  with an  Affiliate  of the  Company or TV Azteca  (other than the
Company,  TV  Azteca  or any  of its  Restricted  Subsidiaries),  including  any
Investment,  either directly or indirectly,  unless such transaction is on terms
no less favorable to the Company,  TV Azteca or such Restricted  Subsidiary than
those that could be obtained in a comparable  arm's-length  transaction  with an
entity that is not an Affiliate;  provided,  however, that transactions with any
Restricted Subsidiary that is not a Wholly Owned Subsidiary of TV Azteca will be
subject to this covenant  unless no Affiliate of the Company or TV Azteca (other
than a  Wholly  Owned  Subsidiary  of TV  Azteca)  holds  Capital  Stock in such
Restricted   Subsidiary.   For  any  transaction  that  involves  in  excess  of
US$2,500,000,  a majority of the disinterested members of the Board of Directors
of the Company or, in the case of a  transaction  involving  TV Azteca or any of
its Restricted  Subsidiaries,  of TV Azteca shall determine that the transaction
satisfies the above criteria and shall evidence such a determination  by a Board
Resolution  or a TVA  Board  Resolution,  as the  case  may be,  filed  with the
Trustee.  For any  transaction  that  involves in excess of  US$15,000,000,  the
Company shall obtain an opinion from an  internationally  recognized  investment
banking  firm or other  internationally  recognized  expert with  experience  in
evaluating or appraising the terms and conditions of the type of transaction (or
series of related transactions) for which the opinion is required,  stating that
such transaction (or series of related  transactions) is fair to the Company, TV
Azteca or such  Restricted  Subsidiary  from a  financial  point of view,  which
opinion shall be filed with the Trustee.

          (b) The  foregoing  provisions  will not apply to:  (i) any  Permitted
Investment or any Restricted  Payment not  prohibited by Section 4.09,  (ii) any
issuance to employees of TV Azteca of securities,  or other payments,  awards or
grants  in cash,  securities  or  otherwise  pursuant  to,  or the  funding  of,
employment,  compensation  or  indemnification  arrangements,  stock options and

                                       72

<PAGE>

stock  ownership  plans in the  ordinary  course of business and approved by the
Board of Directors  of TV Azteca,  (iii) loans or advances to  Affiliates  of TV
Azteca and its Restricted  Subsidiaries who are also employees of TV Azteca or a
Restricted Subsidiary,  not to exceed US$2,000,000 in aggregate principal amount
outstanding at any one time (which amount will not be reduced as a result of the
forgiveness  of any such loan or advance),  (iv) the payment of reasonable  fees
and  indemnities  to  directors  of the  Company,  TV Azteca  or its  Restricted
Subsidiaries,  (v) any sale or  grant  of  advertising  time by TV  Azteca  or a
Restricted  Subsidiary to any Affiliate,  provided that the advertising  time is
sold or granted to such  Affiliate  no more than 72 hours prior to the time such
advertising  time is  scheduled to be broadcast  and such  advertising  time was
otherwise  unsold at the time of such sale or grant,  (vi) any payments or other
transactions  pursuant to any  tax-sharing  agreement  between the  Company,  TV
Azteca  and any other  Person  with  which  the  Company  or TV  Azteca  files a
consolidated  tax  return or with  which the  Company  or TV Azteca is part of a
consolidated group for tax purposes,  (vii) the granting of Liens by the Company
pursuant to Section 4.07(a)(iii) so long as such transaction is on terms no less
favorable to the Company than those that could be obtained in a comparable arm's
length transaction with an entity that is not an Affiliate,  (viii) the entering
into of a Permitted Forward Sale Agreement, (ix) the Rights Grant and the Rights
Exercise,  (x) the entering  into the  Administrative  Trust  Agreement  and the
transactions  contemplated  thereby,  (xi) any Permitted Azteca  Holdings/Unefon
Purchase Right, (xii) the TV Azteca Option Grant,  (xiii)  Indebtedness owing to
Affiliates Incurred pursuant to Section 4.07(a)(iv),  (a)(v) or (a)(vii) hereof,
(xiv) entering into the 2008 Collateral  Pledge, the 2005 Collateral Pledge, the
2003 Collateral Pledge or pledge of Unrestricted  Shares or any other collateral
permitted to secure any Company  Refinancing  Indebtedness,  and any  amendments
thereto in accordance with the terms of the Indenture,  the 2005 Indenture,  the
2003 Indenture and the indenture governing any Company Refinancing Indebtedness,
respectively, and the transactions contemplated hereby and thereby, and (xv) the
transactions contemplated under the TV Azteca Unefon Arrangements as of the date
of this Indenture.

          SECTION 4.16. Provision of Financial Information.
                        ----------------------------------

          (a) For so long as the  Company is  required  to be subject to Section
13(a) or 15(d) of the Exchange  Act, or any  successor  provision  thereto,  the
Company will file with the Commission and the Trustee: (i) within 140 days after
the end of each fiscal year of the Company,  annual reports on Form 20-F (or any
successor form) containing the information  required to be contained therein (or
required in such successor  form);  (ii) within 60 days after the end of each of
the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any
successor form) containing unaudited, consolidated financial statements for such
quarter,  and (iii)  promptly from time to time after the occurrence of an event
required  to be  therein  reported,  such  other  reports  on  Form  6-K (or any
successor form).

          (b) If at any time the Company  ceases to be subject to Section  13(a)
or 15(d) of the Exchange Act, or any successor  provision  thereto,  the Company
will file with the  Trustee:  (i) within  140 days after the end of each  fiscal
year of the Company,  annual reports containing  information consistent with the
information  required to be contained in Form 20-F (or any successor form), (ii)
within 60 days after the end of each of the first three fiscal  quarters of each
fiscal year, reports containing information consistent with information required
to be  contained  on Form  6-K (or any  successor  form)  containing  unaudited,
consolidated financial statements for such quarter, and (iii) promptly from time
to time after the occurrence of an event that would  otherwise be required to be

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<PAGE>

therein reported,  such other reports containing information consistent with the
information required to be contained on Form 6-K (or any successor form).

          (c) The  financial  statements  referred to in this Section 4.16 will,
unless otherwise required by applicable law or by the Commission, be prepared in
accordance  with Mexican GAAP;  provided that all annual,  audited  consolidated
financial  statements will contain a  reconciliation  to U.S. GAAP of net income
and stockholders' equity.

          SECTION 4.17. Limitation on Designation of Unrestricted  Subsidiaries.
                        -------------------------------------------------------
The Company may cause TV Azteca to designate  any  Subsidiary of TV Azteca to be
an  "Unrestricted  Subsidiary"  as provided by this Section 4.17.  "Unrestricted
Subsidiary"  means (a) any  Subsidiary  of TV Azteca  designated  as such by the
Board of  Directors  of TV Azteca as set forth in this  Section 4.17 and (b) any
other Person that is then or thereafter  becomes a Subsidiary of an Unrestricted
Subsidiary.  The Board of Directors of TV Azteca may designate any Subsidiary of
TV Azteca (including any newly acquired or newly formed Subsidiary of TV Azteca)
to be an Unrestricted  Subsidiary  unless such Subsidiary owns any Capital Stock
of, or owns or holds any Lien on any  property  of, any other  Subsidiary  of TV
Azteca  which is not a  Subsidiary  of the  Subsidiary  to be so  designated  or
otherwise an Unrestricted Subsidiary, provided that (1) such Subsidiary does not
receive, and is not, and does not become,  entitled to the right to receive, any
payments  in  respect  of   television   advertising   or  sales  of  television
programming,  except in such amounts that, in the aggregate for any fiscal year,
when  taken  together  with  all  such  amounts  for  each  other   Unrestricted
Subsidiary, are not material to TV Azteca and its Restricted Subsidiaries, taken
as a whole,  for such  fiscal  year and (2) either (A) the  Subsidiary  to be so
designated  has total assets of US$1,000 or less or (B) if such  Subsidiary  has
assets greater than US$1,000,  the  Investment  resulting from such  designation
would be  permitted  either as a  Permitted  Investment  or in  compliance  with
Section 4.09  hereof.  The Board of  Directors  of TV Azteca may  designate  any
Unrestricted Subsidiary to be a Restricted Subsidiary;  provided,  however, that
immediately  after giving effect to such  designation  (x) TV Azteca could Incur
US$1.00 of additional  Indebtedness  under the  Indebtedness  to Adjusted EBITDA
Ratio set forth in Section 4.08(a) hereof and (y) no Event of Default shall have
occurred and be continuing. Any such designation by the Board of Directors of TV
Azteca shall be  evidenced to the Trustee by promptly  filing with the Trustee a
copy of the TVA  Board  Resolution  giving  effect  to such  designation  and an
Officers'  Certificate  certifying  that  such  designation  complied  with  the
foregoing provisions.

          SECTION 4.18.  Compliance  Certificate;  Notice of Default or Event of
                         -------------------------------------------------------
Default.
-------

          (a) The Company shall deliver to the Trustee within 140 days after the
end of each  fiscal  year of the  Company  ending  after  the  date  hereof,  an
Officers'  Certificate  stating  whether or not, to the best  knowledge  of such
Officers,  the Company has complied with all conditions and covenants under this
Indenture, and, if the Company shall be in Default, specifying all such Defaults
and the nature thereof of which such Officers may have knowledge.

          (b) The Company shall deliver  written notice to the Trustee within 30
days after any executive  officer of the Company becomes aware of the occurrence

                                       74

<PAGE>

of any event which  constitutes a Default or Event of Default,  describing  such
Default or Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

          SECTION 4.19. Further Assurances.
                        ------------------

          (a) Upon  request  of the  Trustee,  the  Company  shall  execute  and
deliver,  and shall cause the pledgors under any Collateral  Document to execute
and  deliver,  such  further  instruments  and do  such  further  acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture and the Collateral  Documents.  Without limiting the generality of the
foregoing,  the  Company  agrees  that from time to time,  at the expense of the
Company,  promptly,  upon  reasonable  request by the  Trustee,  to execute  and
deliver or cause to be executed and delivered,  or use its reasonable commercial
efforts to procure,  all assignments,  instruments and other  documents,  all in
form  and  substance  reasonably  satisfactory  to  the  Trustee,   deliver  any
instruments  to the Trustee and except as not required by this Indenture and the
Collateral  Documents,  and  take  any  other  actions  that  may be  reasonably
necessary or, in the  reasonable  opinion of the Trustee,  desirable to perfect,
continue  the  perfection  of, or protect  the first  priority  of the  security
interest  of the  Holders of the Notes in and to the 2008 Notes  Collateral,  to
protect the 2008 Notes Collateral  against the rights,  claims,  or interests of
third  persons  (other than any such  rights,  claims or interest  created by or
arising through the Trustee) or to effect the purposes of this Indenture.

          (b) The  Trustee  is  hereby  authorized  to  file  any  financing  or
continuation  statements  in the United  States  with  respect to the 2008 Notes
Collateral  without the  signature of the Company or any other  pledgor  under a
Collateral  Document (to the extent  permitted  by  applicable  law);  provided,
however,  that the Company shall not be relieved of any of its obligations under
Section  4.19(a)  hereof,  provided,  however,  that  the  Trustee  will  not be
obligated to file such financing or continuation statement. A photocopy or other
reproduction  of this  Indenture,  any  Collateral  Documents  or any  financing
statement  covering  the 2008  Notes  Collateral  or any part  thereof  shall be
sufficient as a financing statement where permitted by law.

          (c)  The  Company  will  furnish  to the  Trustee  from  time  to time
statements  and schedules  further  identifying  and  describing  the 2008 Notes
Collateral and such other reports in connection  with the 2008 Notes  Collateral
as the Trustee may reasonably request, all in reasonable detail.

          (d) The Company will promptly pay all  out-of-pocket  costs reasonably
incurred in connection with any of the foregoing within 30 days of receipt of an
invoice  therefor.  The Company  also  agrees,  whether or not  requested by the
Trustee,  to take all actions  that are  necessary  to perfect or  continue  the
perfection of, or to protect the first priority of, the security interest of the
Holders of the Notes in and to the 2008 Notes  Collateral,  including the filing
of all necessary financing and continuation statements,  and to protect the 2008
Notes Collateral against the rights, claims or interests of third persons (other
than any such  rights,  claims or  interests  created by or arising  through the
Trustee).

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<PAGE>


          SECTION 4.20. Execution of Certain Collateral Documents.
                        -----------------------------------------

          (a) On the date of the Rights Exercise with respect to the 2008 Unefon
Rights, the Company shall, if applicable,  execute and deliver,  and shall cause
the  holders  of any  Permitted  Azteca  Holdings/Unefon  Purchase  Rights  that
actually  acquire 2008 Unefon  Pledged  Shares to execute and  deliver,  (i) the
Unefon Pledge  Agreement,  and deliver a copy thereof  (translated and certified
into English, if required) to the Trustee and (ii) to deliver to the Trustee, in
form and  substance  satisfactory  to its  counsel,  Opinions  of Counsel to the
effect that the Notes are secured by a first priority,  security interest in the
2008 Unefon Pledged Shares under the Unefon Pledge Agreement.

          (b) On or  prior  to  the  date  of  the  acquisition  of  2008  Notes
Collateral  (including any Substitute  Collateral  pursuant to Section  11.04(d)
hereof) or following  the date of the Rights  Exercise  with respect to the 2008
Unefon Rights, as appropriate, the Company shall, (i) if applicable, execute and
deliver,  shall request the Trustee,  if applicable,  to execute and deliver and
shall cause the holders of any Permitted Azteca Holdings/Unefon  Purchase Rights
that  actually  acquire  2008  Unefon  Pledge  Shares to execute and deliver the
Account  Control  Agreement  (Distributions)  in the event  that it has not been
previously  executed  and  delivered  by the  Company,  the Pledge and  Security
Agreement,   the  Prenda  Mercantil,  any  required  Foreign  Securities  Pledge
Arrangement and any other Collateral  Document  providing for the pledge of 2008
Notes Collateral, as applicable,  and to deliver copies thereof (translated into
English, if required) to the Trustee and (ii) to deliver to the Trustee, in form
and  substance  satisfactory  to its counsel,  Opinions of Counsel to the effect
that the 2008 Notes will be secured by a first priority security interest in the
2008 Notes Collateral under each applicable Collateral Document.

          (c) On the date on which any remaining 2003 Notes  Collateral shall be
released in accordance  with the 2003  Indenture,  the Company shall execute and
deliver to the Trustee any and all of the  Collateral  Documents  required to be
executed and delivered in order to create and perfect a first priority  security
interest  in such  remaining  2003  Notes  Collateral  and shall  deliver to the
Trustee, in form and substance satisfactory to its counsel,  Opinions of Counsel
to the effect that the  remaining  2003 Notes  Collateral  has been  released in
accordance  with the 2003 Indenture and the security  documents  related thereto
and that the 2008 Notes are  secured by a first  priority  security  interest in
such new 2008 Notes Collateral under each applicable Collateral Document.

          SECTION 4.21.  Collateral Deposits. In connection with, and following,
the Rights  Exercise with respect to the 2008 Unefon  Rights,  the Company shall
deposit or cause the holders of any Permitted  Azteca  Holdings/Unefon  Purchase
Rights that actually acquire 2008 Unefon Pledged Shares,  to deposit (i) any and
all Capital Stock of Unefon  constituting 2008 Unefon Pledged Shares so acquired
or any other uncertificated  Mexican Permitted Securities  constituting 2008 Net
Unefon Sale Proceeds or  Substitute  Unefon  Consideration  relating to the 2008
Pledged Unefon Shares, that are eligible for deposit in a caucion bursatil, in a
pledge  under  the  Unefon  Pledge  Agreement,   (ii)  any  uncertificated  U.S.
depositary  securities  representing the deposit of such Capital Stock of Unefon
and any uncertificated  U.S. Permitted  Securities  constituting 2008 Net Unefon
Sale Proceeds or Substitute  Unefon  Consideration  relating to the 2008 Pledged

                                       76

<PAGE>

Unefon  Shares in a pledge  under the Pledge and Security  Agreement,  (iii) any
certificated Mexican Permitted Securities  constituting Net Unefon Sale Proceeds
or Substitute Unefon  Consideration  relating to the 2008 Pledged Unefon Shares,
or any other Mexican Permitted  Securities not otherwise eligible for deposit in
a  caucion  bursatil,  in  a  pledge  under  the  Prenda  Mercantil,   (iv)  any
certificated U.S. depositary securities representing the deposit of such Capital
Stock of Unefon and any certificated U.S. Permitted Securities constituting 2008
Net Unefon Sale Proceeds or Substitute Unefon Consideration relating to the 2008
Pledged Unefon Shares, in a pledge under the Pledge and Security Agreement,  (v)
any non-Mexican or non-U.S.  Permitted  Securities  constituting 2008 Net Unefon
Sale Proceeds or Substitute  Unefon  Consideration  relating to the 2008 Pledged
Unefon Shares in a pledge under a Foreign Securities Pledge Arrangement, or (vi)
any 2008 Notes Collateral  consisting of cash after the exchange thereof to U.S.
dollars,  if  required,   in  a  pledge  under  the  Account  Control  Agreement
(Distributions), in each case as 2008 Notes Collateral.

          SECTION  4.22.  Rule 144A  Information.  As long as the Notes have not
                          ----------------------
been registered with the Commission and the registration  statement covering the
Notes has not been declared  effective by the  Commission  under the  Securities
Act, upon request of a Holder of a Note, the Company shall  promptly  furnish to
such  Holder  or to a  prospective  purchaser  of such Note  designated  by such
Holder, as the case may be, the information required to be delivered pursuant to
Rule 144A(d)(4)  under the Securities Act ("Rule 144A  Information") in order to
permit compliance by such Holder with Rule 144A in connection with the resale of
such Note by such  Holder,  provided  that the Company  shall not be required to
furnish Rule 144A  Information  in connection  with any request made on or after
the  date  which is two  years  from the  later  of (i) the date  such  Note was
acquired  from the Company or (ii) the date such Note was last  acquired from an
"affiliate"  of the Company  within the meaning of Rule 144 under the Securities
Act;  and provided  further  that the Company  shall not be required for furnish
such information at any time to a prospective  purchaser  located outside of the
United  States who is not a "U.S.  Person"  within the meaning of  Regulation  S
under  the  Securities  Act if such  Note may  then be sold to such  prospective
purchaser in accordance  with Rule 904 of Regulation S under the  Securities Act
(or any successor provision thereto).

          SECTION 4.23.  Additional Interest. If at any time Additional Interest
                         -------------------
becomes payable by the Company  pursuant to the Registration  Rights  Agreement,
the Company shall duly and promptly (i) deliver to the Trustee a certificate  to
that  effect and  stating  (a) the amount of such  Additional  Interest  that is
payable and (b) the date on which such Additional  Interest is payable  pursuant
to the terms of the  Registration  Rights  Agreement and (ii) pay to each Holder
such  Additional  Interest  in such  amount and on such date as set forth in the
Registration  Rights  Agreement.  Unless and until the Trustee  receives  such a
certificate,  the Trustee may assume without inquiry that no Additional Interest
is payable.

                                   ARTICLE V

               MERGER, CONSOLIDATION, AND CERTAIN SALES OF ASSETS

          SECTION 5.01.  Merger,  Consolidation and Certain Sales of Assets. The
                         --------------------------------------------------
Company will not, and will not permit TV Azteca to, in a single transaction or a
series of related transactions,

                                       77

<PAGE>


          (a) consolidate with or merge with or into any other Person; or

          (b) directly or indirectly, transfer, sell, lease or otherwise dispose
of all or substantially all of the Company's or TV Azteca's assets, unless:

               (i)  the  Company  or TV  Azteca,  as the  case  may  be,  is the
     surviving or continuing  Person,  or, in a transaction in which the Company
     or TV Azteca,  as the case may be, does not survive or in which the Company
     or TV Azteca,  as the case may be, sells,  leases or otherwise  disposes of
     all or substantially  all of its assets,  the successor entity is organized
     under the laws of Mexico or of the  United  States of  America or any State
     thereof or the District of Columbia  and, in the case of the  Company,  the
     successor  entity  shall  expressly  assume,  by a  supplemental  indenture
     executed and delivered to the Trustee,  and an amendment to the  Collateral
     Documents  executed and delivered to each 2008  Collateral  Agent,  in each
     case in form satisfactory to the Trustee,  all of the Company'  obligations
     under this  Indenture  and the  Collateral  Documents,  respectively;

               (ii) immediately after giving effect to such transaction on a pro
     forma  basis,  no Default or Event of Default  shall have  occurred  and be
     continuing;

               (iii)  immediately  after giving effect to such  transaction on a
     pro forma basis, the Consolidated Net Worth of the Company or TV Azteca, as
     the case may be (or other successor entity to them), is equal to or greater
     than that of the  Company  or TV  Azteca,  as the case may be,  immediately
     prior to the transaction;

               (iv) in the case of TV Azteca, immediately after giving effect to
     such transaction on a pro forma basis and treating any  Indebtedness  which
     becomes an obligation of TV Azteca or a Subsidiary of TV Azteca as a result
     of such  transaction  as having  been  Incurred by TV Azteca at the time of
     such  transaction,  TV Azteca (including any successor entity to TV Azteca)
     could Incur at least  US$1.00 of  additional  Indebtedness  pursuant to the
     provisions of Section 4.08(a) hereof; and

               (v) if the Company is not the surviving or continuing Person, the
     Company shall have delivered to the Trustee an Officers' Certificate and an
     Opinion  of  Counsel,  each  stating  that  such  consolidation,  merger or
     transfer and such  supplemental  indenture and amendment to the  Collateral
     Documents (if any) comply with this Indenture.

          The foregoing provisions shall not apply to the deposit by the Company
or Cotsa into the trust  created by the  Administrative  Trust  Agreement of the
Azteca Holdings Trust Property.

          SECTION 5.02.  Successor Company  Substituted for the Company.  In the
                         ----------------------------------------------
event of any transaction  described in and complying with the conditions  listed
in Section 5.01 hereof in which the Company is not the  continuing  corporation,
the  successor  Person formed or remaining  will succeed to, and be  substituted
for,  and may exercise  every right and power of, the  Company,  and the Company
will be released and discharged  from all  obligations  and covenants under this
Indenture  and the  Collateral  Documents  and any  indentures  supplemental  or
amendments thereto and the Notes.

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<PAGE>

                                   ARTICLE VI

                             DEFAULTS AND REMEDIES

          SECTION  6.01.  Events of Default.  "Event of Default,"  wherever used
                          -----------------
herein  with  respect  to the  Notes,  means  any  one of the  following  events
(whatever  the reason for such  event,  and  whether  it shall be  voluntary  or
involuntary,  or be  effected by  operation  of law,  pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body):

          (a) the  Company  shall fail to make any payment of  principal  on any
Note when due in  accordance  with the terms  thereof,  whether  upon  Maturity,
acceleration, call for redemption or otherwise;

          (b) the Company  shall (i) fail to make any payment of interest or any
Additional  Amounts in respect of any Note  within 30 days after any such amount
becomes  due in  accordance  with the  terms  thereof  or (ii)  fail to make the
interest payment required to be made pursuant to Section 4.02 hereof on July 15,
2003;

          (c) the Company  shall fail to comply with its  obligations  described
under  Section  4.11(a)  or (b) or except by reason of the  termination  of this
Indenture or the Collateral  Documents in accordance with their respective terms
or the release of the 2008 Notes  Collateral in accordance  with this  Indenture
and the Collateral Documents, the Indenture or the Collateral Documents cease to
be in full  force and  effect or shall no longer be  effective  to convey to the
Holders  of the Notes the rights in the 2008 Notes  Collateral  as  contemplated
thereby;

          (d) the  Company or TV Azteca  shall  fail to  observe or perform  any
other covenant or agreement  contained in the Notes,  this Indenture,  or any of
the  Collateral  Documents  and such failure  continues  for a period of 30 days
after written notice of such failure has been sent to the Company by the Trustee
or the Holders of at least 25% of the aggregate  outstanding principal amount of
the Notes  specifying  such default and  requiring it to be remedied and stating
that such notice is a "Notice of Default";

          (e)  there  shall  have   occurred  any  loss,   seizure,   compulsory
acquisition,  expropriation or  nationalization of all or a material part of the
television  broadcasting assets (including any material broadcast license) of TV
Azteca and its Restricted Subsidiaries, taken as a whole;

          (f) a default by the Company, TV Azteca or any Significant  Subsidiary
under  any bond,  debenture  or other  evidence  of  Indebtedness,  or under any
mortgage,  indenture or  instrument  under which there may be issued or by which
there may be secured or evidenced any Indebtedness of the Company,  TV Azteca or
such  Significant  Subsidiary with a principal amount then outstanding in excess
of  US$10,000,000   (other  than   Non-Recourse   Indebtedness),   whether  such
Indebtedness  now exists or shall  hereafter be created,  which default (i) is a
default in the payment of the principal of or interest on such  Indebtedness and
has  continued  beyond any  applicable  grace  period (as the same may have been
expressly   extended),]\  or  (ii)  has  given  rise  to  acceleration  of  such
Indebtedness;

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<PAGE>

          (g) the Company,  TV Azteca or any Significant  Subsidiary pursuant to
or within the meaning of any Bankruptcy Law:

               (i) commences a voluntary case or files a request or petition for
     a  writ  of  execution  to  initiate   bankruptcy  or  concurso   mercantil
     proceedings or have itself adjudicated as bankrupt;

               (ii)  consents to the entry of an order for relief  against it in
     an involuntary case;

               (iii) consents to the appointment of a Custodian of it or for any
     substantial part of its property;

               (iv) makes a general assignment for the benefit of its creditors;
     or

               (v) proposes or agrees to an accord or  composition in bankruptcy
     between itself and its creditors;

          (h) a court of competent  jurisdiction enters an order or decree under
any Bankruptcy Law that:

               (i)  is  for  relief  against  the  Company,  TV  Azteca  or  any
     Significant Subsidiary in an involuntary case;

               (ii)  appoints  a  Custodian  of the  Company,  TV  Azteca or any
     Significant  Subsidiary  or for any  substantial  part of their  respective
     property;

               (iii) orders the winding up or  liquidation  of the  Company,  TV
     Azteca or any Significant Subsidiary;

               (iv)  adjudicates  the  Company,   TV  Azteca  or  a  Significant
     Subsidiary as bankrupt or insolvent or in concurso mercantil;

               (v) ratifies an accord or composition  in bankruptcy  between the
     Company, TV Azteca or a Significant Subsidiary and the respective creditors
     thereof and the order or decree remains unstayed and in effect for 60 days;
     or
          (i) a final and non-appealable judgment or order for the payment of
money in excess of US$10,000,000, where the amount in excess of US$10,000,000 is
not  covered  by  insurance  or  subject  to valid  claims  of  indemnification,
contribution  or other forms of  reimbursement,  shall be  rendered  against the
Company,  TV Azteca or any  Significant  Subsidiary  and such  judgment or order
shall  continue  unsatisfied  and not stayed,  bonded,  vacated or  suspended by
agreement with the beneficiary thereof for a period of 60 days.

          SECTION 6.02.  Acceleration.  If (a) an Event of Default  specified in
                         ------------
clause (g) or (h) of Section 6.01 above shall occur and be continuing, or (b) if
an Event of Default  specified  in clause (a) or (b) of Section 6.01 above shall
occur and be  continuing  as a result of the  failure of the Company to make the

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<PAGE>

scheduled  principal  amortization  payment  and/or the  payment of accrued  and
unpaid  interest on any 2003 Notes  tendered  and  accepted  for exchange in the
Exchange Offer and Consent  Solicitation,  in each case, due and payable on July
15, 2003, the maturity of the Notes shall  automatically  be accelerated and the
principal  amount  thereof,  together with accrued  interest and any  Additional
Amounts thereon,  as of the date of acceleration shall become and be immediately
due and  payable,  without any notice or other act on the part of the Trustee or
any  Holder of the  Notes.  If any other  Event of  Default  shall  occur and be
continuing,  the Trustee  shall,  at the request of the Holders of not less than
25% of the  aggregate  outstanding  principal  amount of the  Notes,  by written
notice to the Company declare the principal  amount of the Notes,  together with
accrued interest and any unpaid Additional Amounts thereon,  immediately due and
payable.  The Trustee may withhold such acceleration  notice if it determines in
its good faith judgment that the withholding of such  acceleration  notice is in
the best interests of the Holders of the Notes.  Upon any acceleration  pursuant
to this Section 6.02, the Trustee,  by its agents (including the 2008 Collateral
Agents)  and  attorneys,  may  proceed,  and upon the request of not less than a
majority  of the  aggregate  outstanding  principal  amount of the  Notes  shall
proceed,  to  foreclose  on  the  2008  Notes  Collateral.   To  institute  such
foreclosure proceedings, the Trustee shall deliver a CPO Pledge Agreement Notice
to the executor under the CPO Pledge Agreement, a Unefon Pledge Agreement Notice
to the executor  under the Unefon  Pledge  Agreement,  if  applicable,  a Prenda
Mercantil  Notice to the depositary under the Prenda  Mercantil,  if applicable,
and a notice of sale of collateral,  to the 2008  Collateral  Agent under any of
the  other  applicable  Collateral  Documents,  in each  case with a copy to the
Company.

          SECTION 6.03. Waiver of Past Default. The right of the Trustee to give
                        ----------------------
such acceleration  notice shall terminate if the event giving rise to such right
shall  have been  waived,  cured or  otherwise  satisfied  before  such right is
exercised.  The  Holders of not less than a majority  in  aggregate  outstanding
principal  amount of the  Notes,  by  notice to the  Trustee,  may  rescind  any
acceleration  and its consequences if (i) the rescission would not conflict with
any judgment or decree,  (ii) the Company has paid or deposited with the Trustee
a sum sufficient to pay all overdue  interest on the Notes, all unpaid principal
of the  Notes  that  has  become  due  otherwise  than  by such  declaration  of
acceleration  and  interest on such overdue  interest and  principal as provided
under this  Indenture,  and (iii) all existing Events of Default with respect to
the Notes  have been cured or waived  except  nonpayment  of  amounts  that have
become due solely because of such acceleration.  No such rescission shall affect
any subsequent Event of Default or impair any right consequent thereto.

          SECTION 6.04.  Cure,  Waiver or Rescission  of  Cross-Acceleration  or
                         -------------------------------------------------------
Payment Default. Notwithstanding the foregoing, if an Event of Default specified
---------------
in Section  6.01(f) above shall have occurred and be  continuing,  such Event of
Default and any consequential  acceleration shall be automatically  rescinded if
(i) the  Indebtedness  that is the  subject of such  Event of  Default  has been
repaid, or (ii)(A) the default relating to such Indebtedness is waived or cured,
and (B) if such Indebtedness has been accelerated, then the Holders thereof have
rescinded their  declaration of  acceleration  in respect of such  Indebtedness,
and,  in the  case of both  (i) and  (ii)  above,  (x)  written  notice  of such
repayment, or cure or waiver or rescission,  as the case may be, shall have been
given to the  Trustee by the Company  and  countersigned  by the Holders of such
Indebtedness or a trustee, fiduciary or agent for such Holders or other evidence
satisfactory  to the Trustee of such events is provided to the Trustee,  and (y)
such rescission of acceleration of the Notes does not conflict with any judgment

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<PAGE>

or decree as certified to the Trustee by the Company. As promptly as practicable
after any such rescission, the Trustee shall notify the Holders of the Notes and
each 2008 Collateral Agent under the Collateral Documents.

          SECTION  6.05.  Control by  Majority.  The  Holders of not less than a
                          --------------------
majority in principal  amount of the  outstanding  Notes shall have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available to the Trustee hereunder or exercising any trust or power conferred on
the Trustee hereunder or as such Agent; provided that

          (a) such  direction  shall not be in conflict  with any rule of law or
with this  Indenture,  the  Collateral  Documents or unduly  prejudicial  to the
rights of other Holders and would not subject the Trustee to personal liability;
and

          (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

          SECTION 6.06.  Limitation on Suits.  No Holder of the Notes shall have
                         -------------------
any right to institute any Proceeding with respect to this Indenture,  or any of
the Collateral  Documents,  or for the appointment of a receiver or trustee,  or
for any other remedy hereunder or thereunder, unless

          (a) such Holder has previously  given written notice to the Trustee of
a continuing Event of Default with respect to such Notes;

          (b) the  Holders  of not less  than  25% in  principal  amount  of the
outstanding  Notes shall have made  written  request to the Trustee to institute
proceedings  in  respect  of such  Event of  Default  in its own name as Trustee
hereunder;

          (c) such Holder or Holders  have  offered to the  Trustee  security or
indemnity  satisfactory to the Trustee in its reasonable  discretion against the
costs, expenses and liabilities to be incurred in compliance with such request;

          (d) the Trustee for 60 days after its receipt of such notice,  request
and offer of security or indemnity has failed to institute any such  proceeding;
and

          (e) no direction inconsistent with such written request has been given
to the  Trustee  during  such  60-day  period by the  Holders of a  majority  in
principal amount of the outstanding Notes;

in any event,  it being  understood  and intended that no one or more Holders of
the  Notes  shall  have any right in any  manner  whatever  by virtue  of, or by
availing of, any  provision  of this  Indenture  or any  Collateral  Document to
affect,  disturb or prejudice the rights of any other Holders of the Notes or to
obtain  or to seek to  obtain  priority  or  preference  over any  other of such
Holders or to enforce any right under this  Indenture,  or any of the Collateral
Documents,  except in the manner  herein  provided and for the equal and ratable
benefit of all Holders of the Notes.

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<PAGE>


          SECTION 6.07.  Rights of Holders to Receive  Payment.  Notwithstanding
                         -------------------------------------
any  other  provision  of this  Indenture,  the right of any  Holder to  receive
payment of principal of (premium, if any) and interest on the Notes held by such
Holder,  on or after  the  respective  due dates  expressed  in the Notes or the
Redemption  Dates or purchase dates  provided for therein,  or to bring suit for
the enforcement of any such payment on or after such respective dates,  shall be
absolute  and  unconditional  and shall not be impaired or affected  without the
consent of such Holder,  except that no Holder shall have the right to institute
any such suit, if and to the extent that the institution or prosecution  thereof
or the entry of  judgment  therein  would  under  applicable  law  result in the
surrender,  impairment, waiver, or loss of the liens of the Collateral Documents
upon any property or assets subject to the Liens.

          SECTION  6.08.  Trustee May File  Proofs of Claim.  In the case of any
                          ---------------------------------
judicial  proceeding  relative  to the Company  (or any other  obligor  upon the
Notes),  its  property  or its  creditors,  the Trustee  shall be  entitled  and
empowered,  by intervention in such proceeding or otherwise, to take any and all
actions  authorized under the Trust Indenture Act in order to have claims of the
Holders and the  Trustee  allowed in any such  proceeding.  In  particular,  the
Trustee shall be authorized to collect and receive any moneys or other  property
payable or  deliverable  on any such claims and to distribute  the same; and any
"sindico," custodian,  receiver, assignee, trustee, liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.10 hereof.

          No  provision  of this  Indenture  shall be  deemed to  authorize  the
Trustee  to  authorize  or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          In any  proceedings  brought by the Trustee (and also any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee  shall be a  party),  the  Trustee  shall be held to  represent  all the
Holders of the Notes,  and it shall not be  necessary to make any Holders of the
Notes parties to any such proceedings.

          SECTION 6.09. Priorities.  Any money collected by the Trustee pursuant
                        ----------
to this Article VI or paid to the Trustee  pursuant to the Collateral  Documents
shall be  applied  in the  following  order,  at the date or dates  fixed by the
Trustee and, in case of the  distribution of such money on account of principal,
premium (if any) or interest,  upon  presentation  of the Notes and the notation
thereon of the  payment if only  partially  paid and upon  surrender  thereof if
fully paid:

          FIRST:  To the payment of all amounts  due the Trustee  under  Section
     7.10 hereof;

          SECOND:  To the  payment  of the  amounts  then  due  and  unpaid  for
     principal of, premium (if any) and interest on the Notes, ratably,  without

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<PAGE>

     preference  or  priority  of any kind,  according  to the  amounts  due and
     payable on such Notes for  principal  (and  premium,  if any) and interest,
     respectively; and

          THIRD: To the Company.

          The Trustee may fix a record date and payment  date for any payment to
Holders pursuant to this Section 6.09. At least 15 days before such record date,
the Company  shall mail to each Holder and the Trustee a notice that states such
record date,  the payment date and amount to be paid.  The Trustee may mail such
notice in the name and at the expense of the Company.

          SECTION 6.10.  Undertaking  for Costs.  All parties to this  Indenture
                         ----------------------
agree, and each Holder of any Note by such Holder's  acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the  enforcement  of any right or remedy under this  Indenture or any of the
Collateral  Documents,  or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee,  the filing by any party  litigant in such
suit of an  undertaking to pay the costs of such suit and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses,  against  any party  litigant  in such suit,  having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the  provisions  of this Section 6.10 shall not apply to any suit  instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders,  holding
in the aggregate more than 25% in principal amount of the outstanding  Notes, or
to any suit  instituted by any Holder for the  enforcement of the payment of the
principal  or premium  (if any) of any Note on or after its Stated  Maturity  or
interest thereon after the date upon which payment thereof is due.

          SECTION 6.11.  Waiver of Stay or Extension  Laws.  The Company (to the
                         ---------------------------------
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner  whatsoever  claim or take the benefit or  advantage  of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect  the  covenants  or  the  performance  of  this  Indenture  or any of the
Collateral Documents; and the Company (to the extent that it may lawfully do so)
hereby  expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the Trustee
or granted  under any of the  Collateral  Documents  to the  Trustee,  but shall
suffer and permit  the  execution  of every such power as though no such law had
been enacted.

          SECTION 6.12.  Trustee May Enforce  Claims  Without  Possession of the
                         -------------------------------------------------------
Notes.  All rights of action and claims under this Indenture or the Notes or the
-----
Collateral  Documents may be prosecuted and enforced by the Trustee  without the
possession  of any of the  Notes or the  production  thereof  in any  proceeding
relating  thereto,  and any such  proceeding  instituted by the Trustee shall be
brought in its own name,  as trustee of an express  trust,  and any  recovery of
judgment shall, after provision for the payment of the reasonable  compensation,
expenses,  disbursements and advances of the Trustee, its agents and counsel, be
for the  ratable  benefit  of the  Holders of the Notes in respect of which such
judgment has been recovered.

          SECTION 6.13.  Restoration  of Rights and Remedies.  If the Trustee or
                         -----------------------------------
any Holder of Notes has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been  discontinued or abandoned for

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<PAGE>

any reason,  or has been determined  adversely to the Trustee or to such Holder,
then and in every such case the  Company,  the Trustee  and the  Holders  shall,
subject to any  determination  in such  proceeding,  be restored  severally  and
respectively to their former positions hereunder,  and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

          SECTION  6.14.  Rights and  Remedies  Cumulative.  Except as otherwise
                          --------------------------------
provided  in the last  paragraph  of  Section  2.08  hereof,  no right or remedy
conferred herein or in the Collateral  Documents upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

          SECTION  6.15.  Delay or Omission Not Waiver.  No delay or omission of
                          ----------------------------
the  Trustee  or of any  Holder  of any Note to  exercise  any  right or  remedy
accruing  upon any  Default or Event of Default  shall  impair any such right or
remedy or  constitute  a waiver of any such  Default  or Event of  Default or an
acquiescence  therein.  Every right and remedy  given by this Article VI, by the
Collateral  Documents,  or by law  to  the  Trustee  or to  the  Holders  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Trustee or by the Holders, as the case may be.

                                  ARTICLE VII

                                    TRUSTEE

          SECTION 7.01. Duties of Trustee.
                        -----------------

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall  exercise the rights and powers  vested in it by this  Indenture and shall
use the same  degree of care and  skill in their  exercise  as a prudent  Person
would  exercise or use under the  circumstances  in the conduct of such Person's
own affairs.

          (b) Except  during the  continuance  of an Event of  Default:  (i) the
Trustee  undertakes  to  perform  such  duties  and  only  such  duties  as  are
specifically  set  forth  in  this  Indenture,   and  no  implied  covenants  or
obligations  shall  be  read  into  this  Indenture,  or any  of the  Collateral
Documents against the Trustee, and (ii) in the absence of bad faith on its part,
the Trustee may  conclusively  rely, as to the truth of the  statements  and the
correctness of the opinions  expressed  therein,  upon  certificates or opinions
furnished to the Trustee and conforming to the  requirements  of this Indenture;
provided  that in the  case of any such  certificates  or  opinions  that by any
provision of this  Indenture  are  specifically  required to be furnished to the
Trustee,  the Trustee shall examine such  certificates and opinions to determine
whether or not they conform to the  requirements of this  Indenture.  Other than
set  forth  in the  Collateral  Documents,  in no event  shall  the  Trustee  be
obligated to act unless  directed to do so by Holders of a majority in aggregate

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<PAGE>

principal  amount of the  outstanding  Notes or a Person  appointed  pursuant to
Section 7.02(h) hereof.

          (c)  The  Trustee  may  not be  relieved  from  liability  for its own
negligent  action,  its  own  negligent  failure  to  act  or  its  own  willful
misconduct,  provided that: (i) this paragraph (c) shall not limit the effect of
paragraph (b) of this Section 7.01, (ii) the Trustee shall not be liable for any
error of  judgment  made in good  faith by a  Responsible  Officer  unless it is
proved that the Trustee was negligent in ascertaining  the pertinent  facts; and
(iii) the  Trustee  shall not be liable  with  respect to any action it takes or
omits to take in good  faith  in  accordance  with a  direction  received  by it
pursuant to this Indenture.

          (d) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company.

          (e) Money held in trust by the  Trustee  need not be  segregated  from
other funds except to the extent required by law.

          (f) No provision of this Indenture shall require the Trustee to expend
or risk  its own  funds  or  otherwise  incur  any  financial  liability  in the
performance  of any of its duties  hereunder,  or in the  exercise of any of its
rights or  powers,  if it shall  have  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk of liability is
not reasonably assured to it.

          (g) Every  provision of this  Indenture and the  Collateral  Documents
relating to the conduct or affecting the liability of or affording protection to
the  Trustee  shall be  subject to the  provisions  of this  Article  VII and to
interpretation under the provisions of the Trust Indenture Act.

          SECTION 7.02. Rights of Trustee.
                        -----------------

          (a) The Trustee may conclusively  rely on any document  believed by it
to be genuine and to have been signed or presented by the proper Person.  Except
as provided in Section 7.01(b) hereof, the Trustee need not investigate any fact
or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers'  Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any  action  it  takes or omits  to take in good  faith in  reliance  on any
Officers' Certificate or Opinion of Counsel.

          (c) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers;  provided  that  the  Trustee's  conduct  does  not  constitute  willful
misconduct or negligence.

          (d) The Trustee  may consult  with  counsel of its  selection  and the
advice of such  counsel or any  Opinion of  Counsel  shall be full and  complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

                                       86

<PAGE>


          (e) The  Trustee  shall  not be  deemed  to have  or be  charged  with
knowledge of any Default or Event of Default with respect to the Notes for which
it is acting as  Trustee  unless (i) a  Responsible  Officer  shall have  actual
knowledge  of such  Default or Event of Default or (ii)  written  notice of such
Default  or Event of  Default  shall have been  received  by the  Trustee at its
Corporate  Trust Office by the Company or any other  obligor on such Notes or by
any Holder of such Notes.

          (f) The Trustee shall not be bound to make any investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, direction,  consent, order, bond, debenture or
other paper or  document,  but the  Trustee,  in its  discretion,  may make such
further inquiry or  investigation  into such facts or matters as it may see fit,
and,  if  the  Trustee  shall   determine  to  make  such  further   inquiry  or
investigation,  it shall be entitled to examine the books,  records and premises
of the Company, personally or by agent or attorney.

          (g) The Trustee  shall be under no  obligation  to exercise any of the
rights or powers  vested in it by this  Indenture at the request or direction of
any of the Holders  pursuant to this  Indenture,  unless such Holders shall have
offered to the  Trustee  reasonable  security  or  indemnity  against the costs,
expenses and  liabilities  which might be incurred by it in compliance with such
request or direction.

          (h) The Trustee may execute any of the trusts or powers  hereunder  or
perform any duties hereunder either directly or by or through agents, attorneys,
accountants,  appraisers or other experts as it may  reasonably  require and the
Trustee shall not be responsible for any misconduct or negligence on the part of
any agents, attorneys,  accountants,  appraisers or other experts appointed with
due care by it hereunder.

          SECTION 7.03.  Individual Rights of Trustee.  The Trustee,  any Paying
                         ----------------------------
Agent or  Registrar,  in its  individual or any other  capacity,  may become the
owner or  pledgee  of Notes  and may  otherwise  deal  with the  Company  or its
Affiliates  with the same  rights it would have if it were not  Trustee,  Paying
Agent or Registrar hereunder, as the case may be; provided that the Trustee must
in any event comply with Section 7.13 and Section 7.14 hereof.

          SECTION  7.04.  Trustee's   Disclaimer.   The  Trustee  shall  not  be
                          ----------------------
responsible  for and makes no  representation  as to the validity or adequacy of
this Indenture or the Notes,  it shall not be accountable  for the Company's use
of the  proceeds  from the Notes,  and it shall not be  responsible  (a) for any
statement of the Company in this  Indenture,  including  the recitals  contained
herein, or in any document issued in connection with the sale of the Notes or in
the Notes other than the  Trustee's  certificate  of  authentication  or (b) for
compliance by the Company with the Collateral Documents.

          SECTION  7.05.  Notice  of  Defaults.  If  a  Default  occurs  and  is
                          --------------------
continuing  and if it is known to the  Trustee,  the Trustee  shall mail to each
Holder notice of the Default within 90 days after it occurs.  Except in the case
of (a) a Default in payment of principal of, premium (if any) or interest on any
Note (including payments pursuant to the mandatory redemption provisions of such
Note, if any) or (b) the failure to make the interest payment required  pursuant
to Section 4.02 hereof,  the Trustee may withhold the notice if and so long as a

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committee of its Responsible  Officers in good faith determines that withholding
the notice is in the interests of Holders.

          SECTION  7.06.  The Company to Furnish  Trustee Names and Addresses of
                          ------------------------------------------------------
Holders.   The   Company   will   furnish   or   cause   to  be   furnished   to
-------
the Trustee:

          (a)  semi-annually,  not more than 15 days after each Record  Date,  a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses of the Holders as of such Record Date, and

          (b) at such  other  times as the  Trustee  may  reasonably  request in
writing,  within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar.

          SECTION 7.07. Preservation of Information;  Communications to Holders.
                        ------------------------------------------------------

          (a) The Trustee shall preserve,  in as current a form as is reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the Trustee as provided in Section 7.06 hereof and the names
and  addresses  of Holders  received by the Trustee in its  capacity as Security
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 7.06 hereof upon receipt of a new list so furnished.

          (b) The rights of  Holders to  communicate  with  other  Holders  with
respect  to their  rights  under  this  Indenture  or under the  Notes,  and the
corresponding  rights and duties of the  Trustee,  shall be  interpreted  by the
provisions of the Trust Indenture Act.

          (c) Every Holder of Notes,  by receiving and holding the same,  agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  agent  of  either  of them  shall  be held  accountable  by  reason  of any
disclosure of  information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

          SECTION 7.08. Reports by Trustee.
                        ------------------

          (a) Within 60 days after December 15 of each year, commencing with the
issuance of the Notes,  the Trustee shall mail to all Holders as their names and
addresses appear in the Security Register such reports dated as of such December
15  concerning  the  Trustee  and its  actions  under this  Indenture  as may be
required  pursuant  to the Trust  Indenture  Act at the times and in the  manner
provided pursuant thereto.

          (b) The Trustee shall also mail to all Holders such additional reports
as may be required  pursuant to the Trust  Indenture Act at the times and in the
manner provided pursuant thereto.

          (c) A copy of each such report shall, at the time of such transmission
to Holders,  be filed by the  Trustee  with each stock  exchange  upon which the

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<PAGE>

Notes are listed,  with the  Commission  and with the Company.  The Company will
notify the Trustee when the Notes are listed on any stock exchange.

          SECTION  7.09.  Reports by the Company.  The Company shall provide the
                          ----------------------
information  specified in Section 4.16 hereof to the Trustee,  which shall, upon
request of any Holder,  forward them to such Holder  (without  exhibits,  unless
such exhibits are requested by such Holder).

          SECTION 7.10. Compensation and Indemnity. The Company shall pay to the
                        --------------------------
Trustee from time to time such compensation as the Company and the Trustee shall
agree in writing for its services.  The Company shall reimburse the Trustee upon
request  for all  reasonable  out-of-pocket  expenses  incurred or made by it in
accordance with any provision of this Indenture,  including costs of collection,
in addition to the  compensation  for its services.  Such expenses shall include
the  reasonable  compensation  and expenses,  disbursements  and advances of the
Trustee's  agents and counsel  subject to any  agreement in writing with respect
thereto between the Company and the Trustee.  The Trustee's  compensation  shall
not be limited by any law on compensation of a trustee of an express trust.

          The Company shall  indemnify  each of the Trustee and any  predecessor
Trustee and their agents for, and hold each harmless against,  any and all loss,
damage,  claim,  liability or expense (including  reasonable attorneys' fees and
expenses)  arising out of or incurred by it in connection with the acceptance or
administration of the trust created by this Indenture and the performance of its
duties hereunder,  except as set forth in the next paragraph.  The Trustee shall
notify  the  Company  promptly  of any claim  for  which it may seek  indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its  obligations  hereunder.  The Company  shall defend any such claim  (whether
asserted by the Company,  any Holder of any other  Person) and the Trustee shall
cooperate in the defense of such claim.  The Trustee may have  separate  counsel
and the Company shall pay the reasonable fees and expenses of such counsel.  The
Company need not pay for any settlement made without its consent,  which consent
shall not be unreasonably withheld.

          The Company need not  reimburse  any expense or indemnify  against any
loss,  liability or expense  incurred by the Trustee  through the  Trustee's own
willful misconduct, negligence or bad faith.

          To secure the Company's payment  obligations in this Section 7.10, the
Trustee  shall have a lien prior to the Notes on all money or  property  held or
collected  by the  Trustee  other  than money or  property  held in trust to pay
principal of, premium (if any) and interest on particular Notes.

          The Company's payment obligations  pursuant to this Section 7.10 shall
survive  the  resignation  or  removal  of the  Trustee  and  discharge  of this
Indenture. Subject to any other rights available to the Trustee under applicable
bankruptcy  law, when the Trustee  incurs  expenses  after the  occurrence of an
Event of Default  specified in Section 6.01(g) or Section  6.01(h)  hereof,  the
expenses are intended to constitute expenses of administration  under bankruptcy
law.

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<PAGE>


          SECTION 7.11. Replacement of Trustee.
                        ----------------------

          (a) No  resignation  or removal of the Trustee and no appointment of a
successor  Trustee pursuant to this Article VII shall become effective until the
acceptance of appointment by the successor Trustee under this Section 7.11.

          (b) The Trustee for the Notes may resign at any time by giving written
notice  thereof to the Company.  If an  instrument  of acceptance by a successor
Trustee  shall not have been  delivered to the Trustee  within 30 days after the
giving of such notice of  resignation,  the  resigning  Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

          (c) The  Trustee  for the Notes and any 2008  Collateral  Agent may be
removed at any time by Act of the Holders of a majority in  principal  amount of
the outstanding Notes,  delivered to the Trustee and to the Company;  and in the
case of removal of any 2008 Collateral  Agent,  the Trustee shall as promptly as
practicable give notice thereof to such 2008 Collateral  Agent. If an instrument
of  acceptance  by a  successor  Trustee  shall not have been  delivered  to the
Trustee  within 30 days  after the  giving of such  notice of  resignation,  the
removed Trustee may petition any court of competent  jurisdiction at the expense
of the Company for the appointment of a successor Trustee.

          (d) If at any time:

               (i) the Trustee  for the Notes shall fail to comply with  Section
     310(b) of the Trust  Indenture  Act after written  request  therefor by the
     Company or by any  Holder who has been a bona fide  Holder of a Note for at
     least  six  months,  unless  the  Trustee's  duty to  resign  is  stayed in
     accordance  with the  provisions of Section  310(b) of the Trust  Indenture
     Act; or

               (ii) such Trustee  shall cease to be eligible  under Section 7.14
     hereof and shall fail to resign after written request therefor by
         the Company or by any such Holder; or

               (iii) such Trustee  shall become  incapable of acting or a decree
     or order for relief by a court having  jurisdiction  in the premises  shall
     have been entered in respect of such Trustee in an  involuntary  case under
     any Bankruptcy Law; or a decree or order by a court having  jurisdiction in
     the premises shall have been entered for the  appointment of a Custodian of
     such  Trustee  or of its  property  and  assets or  affairs,  or any public
     officer shall take charge or control of such Trustee or of its property and
     assets or affairs for the purpose of rehabilitation,  conservation, winding
     up or liquidation; or

               (iv) such  Trustee  shall  commence  a  voluntary  case under any
     Bankruptcy Law or shall consent to the appointment of or taking  possession
     by a Custodian of such  Trustee or its  property and assets or affairs,  or
     shall make an assignment  for the benefit of  creditors,  or shall admit in
     writing its  inability  to pay its debts  generally  as they become due, or
     shall take corporate action in furtherance of any such action,

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<PAGE>


               (v) then, in any such case, (i) the Company by a Board Resolution
     may remove  such  Trustee  with  respect to the Notes,  or (ii)  subject to
     Section 6.10  hereof,  any Holder of a Note who has been a bona fide Holder
     of a Note for at least six  months  may,  on behalf of such  Holder and all
     others similarly situated, petition any court of competent jurisdiction for
     the removal of such Trustee and the appointment of a successor  Trustee for
     the Notes. If an instrument of acceptance by a successor  Trustee shall not
     have been delivered to such Trustee within 30 days after the giving of such
     notice of  resignation,  the  removed  Trustee  may  petition  any court of
     competent jurisdiction at the expense of the Company for the appointment of
     a successor Trustee.

          (e) If the Trustee for the Notes  shall  resign,  be removed or become
incapable  of acting,  or if a vacancy  shall occur in the office of Trustee for
any cause,  the Company,  by or pursuant to a Board  Resolution,  shall promptly
appoint a successor Trustee. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed  by the Holders of a majority in principal  amount of the  outstanding
Notes delivered to the Company and the retiring  Trustee,  the successor Trustee
so  appointed  shall,  forthwith  upon its  acceptance  of such  appointment  in
accordance  with this Section  7.11,  become the  successor  Trustee and to that
extent replace any successor Trustee  appointed by the Company.  If no successor
Trustee  shall have been so  appointed  by the  Company or the Holders and shall
have accepted  appointment in the manner hereinafter  provided,  any Holder of a
Note that has been a bona fide  Holder  of a Note for at least six  months  may,
subject to Section  6.10 hereof,  on behalf of himself and all others  similarly
situated,  petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee  for the Notes and each  appointment  of a  successor  Trustee by
mailing  written  notice  of  such  resignation,   removal  and  appointment  by
first-class  mail,  postage prepaid,  to the Holders of Notes as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Notes and the address of its Corporate
Trust Office.

          (g) In the event of an appointment  hereunder of a successor  Trustee,
each such successor Trustee so appointed shall execute,  acknowledge and deliver
to  the  Company  and to the  retiring  Trustee  an  instrument  accepting  such
appointment,  and thereupon the  resignation or removal of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  trusts and
duties of the retiring  Trustee but, on request of the Company or the  successor
Trustee,  such retiring Trustee shall, upon payment of its charges,  execute and
deliver an instrument  transferring  to such  successor  Trustee all the rights,
powers and trusts of the retiring Trustee,  and shall duly assign,  transfer and
deliver to such  successor  Trustee all  property  and money held by such former
Trustee  hereunder,  subject to its lien,  if any,  provided for in Section 7.10
hereof.

          (h) Upon  request of any such  successor  Trustee,  the Company  shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in Section 7.11(g) hereof.

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<PAGE>


          (i) No successor  Trustee shall accept its  appointment  unless at the
time of such acceptance  such successor  Trustee shall be qualified and eligible
under this Article VII and under the Trust Indenture Act.

          SECTION 7.12.  Successor Trustee by Merger. Any corporation into which
                         ---------------------------
the Trustee may be merged or converted or with which it may be consolidated,  or
any corporation resulting from any merger,  conversion or consolidation to which
the  Trustee  shall  be a  party,  or  any  corporation  succeeding  to  all  or
substantially  all of the corporate trust business of the Trustee,  shall be the
successor of the Trustee  hereunder;  provided  that such  corporation  shall be
otherwise  qualified  and  eligible  under this  Article VII and under the Trust
Indenture  Act,  without the execution or filing of any paper or any further act
on the part of any of the  parties  hereto.  In case any Notes  shall  have been
authenticated,  but not delivered,  by the Trustee then in office, any successor
by merger,  conversion or consolidation to such authenticating Trustee may adopt
such  authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself  authenticated  such Notes. In the event
that any Notes shall not have been  authenticated by such  predecessor  Trustee,
any such successor  Trustee may  authenticate  and deliver such Notes, in either
its own name or that of its predecessor Trustee,  with the full force and effect
which this  Indenture  provides for the  certificate  of  authentication  of the
Trustee.

          SECTION  7.13.   Appointment   of  Co-Trustee  or  Separate   Trustee.
                           ----------------------------------------------------

          (a)  Notwithstanding  any other  provisions of this Indenture,  at any
time,  for the  purpose of meeting  any legal  requirement  of any  jurisdiction
applicable to any right, power or duty of the Trustee,  or any obligation of the
Company under this Indenture or for any other reason, the Trustee shall have the
power and may execute and deliver all instruments to appoint one or more Persons
to act as a co-trustee or co-trustees,  or separate trustee or separate trustees
hereunder,  and to vest in such Person or Persons,  in such capacity and for the
benefit  of the  Holders  such  powers,  duties,  obligations  and rights as the
Trustee may consider  necessary or desirable.  No co-trustee or separate trustee
hereunder  shall be  required  to meet the terms of  eligibility  as a successor
trustee  under Section 7.11 and no notice to Holders of the  appointment  of any
co-trustee or separate trustee shall be required under Section 12.02 hereof.

          (b)  Every  separate  trustee  and  co-trustee  shall,  to the  extent
permitted by law, be appointed and act subject to the following  provisions  and
conditions:

               (i) all  rights,  powers,  duties and  obligations  conferred  or
     imposed upon the Trustee  shall be conferred or imposed upon and  exercised
     or performed by such separate trustee or co-trustee;

               (ii) no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder; and

               (iii) any notice,  request or other  writing given to the Trustee
     shall be deemed to have been  given to each of the then  separate  trustees
     and  co-trustees,  as  effectively  as if  given  to  each of  them.  Every
     instrument  appointing  any separate  trustee or co-trustee  shall refer to
     this Indenture and the conditions of this Section 7.13.

                                       92

<PAGE>


          SECTION 7.14. Eligibility;  Disqualification. There shall at all times
                        ------------------------------
be a Trustee hereunder which shall be

               (i) a corporation  organized and doing business under the laws of
     the  United  States of  America,  any  State or  Territory  thereof  or the
     District of  Columbia,  authorized  under such laws to  exercise  corporate
     trust powers, and subject to supervision or examination by Federal,  State,
     Territorial or District of Columbia authority, or

               (ii) a corporation  or other Person  organized and doing business
     under the laws of a foreign  government that is permitted to act as Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and subject to supervision or
     examination  by  authority  of  such  foreign  government  or  a  political
     subdivision thereof substantially  equivalent to supervision or examination
     applicable to United States institutional trustees,

in either case having a combined capital and surplus of at least US$50,000,000.

          If such  Person  publishes  reports of  condition  at least  annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority,  then for the purposes of this Section 7.14, the combined capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus  as set forth in its most  recent  report  of  condition  so  published.
Neither the Company nor any of its Affiliates shall serve as Trustee  hereunder.
If at any time  the  Trustee  shall  cease to be  eligible  to serve as  Trustee
hereunder  pursuant to the  provisions  of this  Section  7.14,  it shall resign
immediately in the manner and with the effect specified in this Article VII.

          If the Trustee has or shall acquire any "conflicting  interest" within
the meaning of Section  310(b) of the Trust  Indenture  Act, the Trustee and the
Company shall in all respects  comply with the  provisions of Section  310(b) of
the Trust Indenture Act,  provided,  however,  that there shall be excluded from
the operation of Section  310(b)(1) of the Trust  Indenture Act any indenture or
indentures   under  which  other  securities  or  certificates  of  interest  or
participation  in  other  securities  of  the  Issuer  are  outstanding  if  the
requirements  for such  exclusion  set forth in Section  310(b)(1)  of the Trust
Indenture Act are met. Nothing herein shall prevent the Trustee from filing with
the  Commission  the  application  referred to in the  penultimate  paragraph of
Section 310(b) of the Trust Indenture Act.

          SECTION 7.15.  Preferential  Collection of Claims Against the Company.
                         ------------------------------------------------------
The  Trustee  shall  comply  with  Section  311(a) of the Trust  Indenture  Act,
excluding  any  creditor  relationship  listed  in  Section  311(b) of the Trust
Indenture  Act. A Trustee who has resigned or been  removed  shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

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<PAGE>


                                  ARTICLE VIII

                                   DEFEASANCE

          SECTION  8.01.  The  Company's  Option to Effect Legal  Defeasance  or
                          ------------------------------------------------------
Covenant Defeasance.  The Company may elect, at its option, at any time, to have
-------------------
Section 8.02 or Section 8.03 hereof applied to the  outstanding  Notes (in whole
and not in part) upon  compliance  with the  conditions  set forth below in this
Article VIII; such election shall be evidenced by a Board  Resolution  delivered
to the Trustee. In addition, the 2008 Notes Collateral will be released, and the
Collateral  Documents  terminated,  upon Legal or Covenant  Defeasance,  and the
Trustee shall,  as promptly as  practicable  notify each 2008  Collateral  Agent
under the applicable Collateral Documents thereof.

          SECTION 8.02.  Legal  Defeasance.  Upon the Company's  exercise of its
                         -----------------
option to have this Section 8.02 applied to the outstanding  Notes (in whole and
not in part),  the  Company  shall be deemed  to have been  discharged  from its
obligations  with respect to the Notes,  as provided in this Section 8.02 on and
after the date the  conditions  set forth in Section  8.04 hereof are  satisfied
(hereinafter  called "Legal  Defeasance").  For this purpose,  Legal  Defeasance
means that the Company  shall be deemed to have paid and  discharged  the entire
indebtedness  represented  by the  Notes  and to have  satisfied  all its  other
obligations under the Notes and this Indenture (and the Trustee,  at the expense
of the  Company,  shall  execute  proper  instruments  acknowledging  the same),
subject to the  following  which shall  survive  until  otherwise  terminated or
discharged hereunder:

          (a) the  rights of Holders of the Notes to  receive,  solely  from the
trust fund described in Section 8.04 hereof (and as more fully set forth in such
Section  8.04),  payments in respect of the principal  of,  premium (if any) and
interest on the Notes when payments are due,

          (b) The Company's obligations with respect to the Notes under Sections
2.03, 2.06, 2.08, 4.04 and 4.05 hereof,

          (c) the rights,  powers,  trusts, duties and immunities of the Trustee
under this Indenture,

          (d) Article III hereof, except Section 3.09 thereof; and

          (e) this Article VIII.

          Subject to compliance with this Article VIII, the Company may exercise
its option to have this Section 8.02 applied to the outstanding  Notes (in whole
and not in part)  notwithstanding  any  prior  exercise  of its  option  to have
Section 8.03 hereof  applied to the Notes.  If the Company  exercises  its Legal
Defeasance option under this Section 8.02 with respect to the Notes,  payment of
the Notes may not be accelerated because of an Event of Default.

          SECTION 8.03. Covenant Defeasance.  Upon the Company's exercise of its
                        -------------------
option to have this  Section  8.03  applied to the  outstanding  Notes,  (i) the
Company shall be released from its  obligations  with respect to the Notes under
Sections 4.06 through 4.16, inclusive,  Sections 4.19 and 4.20 (and any covenant
added to this Indenture subsequent to the Issue Date pursuant to Section 9.01(d)

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<PAGE>

hereof),  Article  XI,  and (ii)  each of the  events  referred  to in  Sections
6.01(c),   6.01(d),   6.01(e),  6.01(f),  6.01(i)  and,  with  respect  only  to
Subsidiaries, Sections 6.01(c) or 6.01(d) shall thereafter cease to be a Default
or Event of  Default  with  respect  to the Notes for all  purposes  under  this
Indenture  and the Notes,  and,  accordingly,  payment of the Notes shall not be
accelerated under Section 6.02 upon any such event, in each case with respect to
such Notes as provided in this Section 8.03 on and after the date the conditions
set forth in Section 8.04 hereof are  satisfied  (hereinafter  called  "Covenant
Defeasance").  Such Covenant  Defeasance  means that, with respect to the Notes,
the Company may omit to comply  with and shall have no  liability  in respect of
any term,  condition or limitation  set forth in any  specified  Section (to the
extent so specified in the case of Sections 6.01(c) and 6.01(d) hereof), whether
directly or indirectly by reason of any reference  elsewhere  herein to any such
Section  or by  reason  of  any  reference  in any  such  Section  to any  other
provisions herein or in any other document,  but the remainder of this Indenture
and the Notes shall be unaffected thereby.

          SECTION 8.04.  Conditions to Legal Defeasance or Covenant  Defeasance.
                         ------------------------------------------------------
The  following  shall be the  conditions to the  application  of Section 8.02 or
Section 8.03 hereof to the outstanding Notes:

          (a) the Company  shall  irrevocably  deposit in trust with the Trustee
freely  transferable  U.S.  dollars  or  U.S.  Government   Obligations  or  any
combination  of the  foregoing,  for the payment of principal of and interest on
such Notes to maturity or redemption,  as the case may be (including any accrued
and unpaid interest due and payable pursuant to Section 4.02 hereof);

          (b) the  Company  shall  deliver to the Trustee a  certificate  from a
nationally   recognized  firm  of  independent   certified  public   accountants
expressing  their  opinion that the payments of principal  and interest when due
(and other amounts due pursuant to Section 4.02 hereof) and without reinvestment
will provide cash at such times and in such amounts as will be sufficient to pay
principal  and  interest  and any  Additional  Amounts  (and other  amounts  due
pursuant  to Section  4.02  hereof)  when due on all such Notes to  maturity  or
redemption, as the case may be ;

          (c) the  deposit  shall  not  constitute  a  default  under  any other
material agreement or instrument binding on the Company;

          (d) the Company  shall deliver to the Trustee an Opinion of Counsel to
the effect that the trust resulting from the deposit does not constitute,  or is
qualified as, a regulated investment company under the Investment Company Act of
1940, as amended;

          (e) in the event of an election to have  Section  8.02 hereof apply to
the Notes, the Company shall deliver to the Trustee opinions of independent U.S.
and Mexican counsel stating,  as appropriate,  that (i) the Company has received
from the  Internal  Revenue  Service  a ruling,  or (ii)  since the date of this
Indenture  there has been a change in the  applicable  Mexican  or U.S.  federal
income tax law, to the effect,  in either case, that, and based on such opinions
of counsel  shall  confirm  that,  the Holders of such Notes will not  recognize
income, gain or loss for Mexican or U.S. federal income tax purposes as a result
of such Legal  Defeasance and will be subject to Mexican or U.S.  federal income

                                       95

<PAGE>

tax on the same amounts,  in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred;

          (f) in the event of an election to have  Section  8.03 hereof apply to
the Notes, the Company shall deliver to the Trustee opinions of U.S. and Mexican
counsel to the effect that the Holders of such Notes will not recognize  income,
gain or loss for  federal  income  tax  purposes  as a result  of such  Covenant
Defeasance and will be subject to Mexican or U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred; and

          (g) the Company  delivers to the Trustee an Officers'  Certificate and
an opinion of U.S.  counsel,  each stating that all conditions  precedent to the
defeasance  and  discharge of such Notes have been  complied with as required by
this Indenture.

          SECTION 8.05. Deposited Money and U.S. Government Obligations to be
                        -----------------------------------------------------
Held in Trust; Miscellaneous Provisions.
---------------------------------------

          (a) All  cash  and  U.S.  Government  Obligations  deposited  with the
Trustee pursuant to Section 8.04(a) hereof in respect of outstanding  Notes (and
other  amounts due pursuant to Section  4.02 hereof)  shall be held in trust and
applied by the Trustee,  in accordance with the provisions of the Notes and this
Indenture,  to the payment,  either directly or through any such Paying Agent as
the Trustee may determine,  to the Holders of the Notes,  of all sums due and to
become due thereon in respect of  principal  and any premium and  interest  (and
other amounts due pursuant to Section 4.02  hereof),  but funds so held in trust
need not be  segregated  from other funds except to the extent  required by law.
The Company shall pay and  indemnify  the Trustee  against any tax, fee or other
charge imposed on or assessed against the U.S. Government  Obligations deposited
pursuant  to Section  8.04  hereof or the  principal,  and  premium (if any) and
interest  (and other  amounts due pursuant to Section  4.02 hereof)  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of outstanding Notes.

          (b) Anything in this Article VIII to the contrary notwithstanding, the
Trustee  shall deliver or pay to the Company from time to time upon receipt from
the Company of an Order any cash or U.S.  Government  Obligations  held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of  independent  public  accountants  expressed in a written  certification
thereof delivered to the Trustee, are in excess of the amount thereof that would
then be  required to be  deposited  to effect the Legal  Defeasance  or Covenant
Defeasance, as the case may be, with respect to the outstanding Notes (and other
amounts due pursuant to Section 4.02 hereof).

          SECTION  8.06.  Reinstatement.  If the  Trustee is unable to apply any
                          -------------
money in  accordance  with this Article VIII with respect to any Notes (or other
related  amounts due  pursuant to Section 4.02 hereof) by reason of any order or
judgment  of any  court or  governmental  authority  enjoining,  restraining  or
otherwise  prohibiting  such  application,   then  the  obligations  under  this
Indenture and such Notes from which the Company has been  discharged or released
pursuant to Section  8.02 or 8.03  hereof  shall be revived  and  reinstated  as

                                       96

<PAGE>

though no deposit had  occurred  pursuant to this  Article  VIII with respect to
such Notes,  until such time as the Trustee is permitted to apply all money held
in trust  pursuant to Section  8.05 hereof with respect to such Notes (and other
related  amounts due pursuant to Section 4.02  hereof) in  accordance  with this
Article VIII;  provided that if the Company makes any payment of principal of or
premium (if any) or interest on any such Note (or with respect to other  related
amounts due pursuant to Section 4.02 hereof) following such reinstatement of its
obligations,  the  Company  shall be  subrogated  to the  rights (if any) of the
Holders of such Notes to receive such payment from the money so held in trust.

                                   ARTICLE IX

                                   AMENDMENTS

          SECTION 9.01. Without Consent of Holders.  The Company and the Trustee
                        --------------------------
may,  at any time,  and from time to time,  without  notice to or consent of any
Holder of Notes,  enter into one or more  indentures  supplemental  hereto or an
amendment to the  Collateral  Documents if  applicable  to the Trustee,  in form
reasonably satisfactory to the Trustee, for any of the following purposes:

          (a) to  cure  any  ambiguity  herein  or  therein,  or to  correct  or
supplement any provision  hereof or thereof which may be  inconsistent  with any
other provision hereof or thereof or to add any other provisions with respect to
matters or questions  arising  under this  Indenture,  or any of the  Collateral
Documents;  provided that such actions shall not adversely  affect the interests
of the Holders of Notes in any material respect;

          (b) to provide for the  assumption  of the  Company's  obligations  to
Holders of Notes by a successor Person, pursuant to Article V hereof;

          (c)  to  add  guarantees  with  respect  to the  Notes  or to  provide
additional security for the Notes;

          (d) to add to the  covenants  of the  Company,  for the benefit of the
Holders of all of the Notes, or to surrender any right or power herein conferred
upon the Company;

          (e) to add any additional Events of Default;

          (f)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder  of  a  successor   Trustee  or  successor  2008   Collateral   Agent,
respectively;

          (g) to make any change  that does not  adversely  affect the rights of
any Holder in any material respect; or

          (h) to add a  third  party  buyer  of  Unefon  shares  (or any of such
buyer's  Affiliates)  as a secured party under any of the  Collateral  Documents
solely to grant to such  buyer  (or any of such  buyer's  Affiliates)  Permitted
Subordinate Rights.

          SECTION 9.02. With Consent of Holders. Modifications and amendments to
                        -----------------------
this Indenture,  any of the Collateral  Documents or the terms and conditions of

                                       97

<PAGE>

the  Notes  may be made  and  one or  more  indentures  supplemental  hereto  or
amendments to any of the Collateral Documents may be entered into by the Company
and, if applicable,  any holder of a Permitted Azteca  Holdings/Unefon  Purchase
Right and the applicable  2008  Collateral  Agent with respect to the Collateral
Documents,  and future  compliance  with this  Indenture,  any of the Collateral
Documents  or past default by the Company  and, if  applicable,  any holder of a
Permitted Azteca Holdings/Unefon Purchase Right (other than a default in payment
of any amount due on the Notes or in respect of a covenant  or  provision  which
cannot be modified or amended without the consent of the Holders of all Notes so
affected) may be waived,  in each case,  either with the written  consent of the
Holders of a majority in aggregate  principal amount of the Notes outstanding or
by the  adoption  of a  resolution  at a meeting  of Holders of the Notes by the
Holders of a majority  in  aggregate  principal  amount of the Notes  present or
represented at such meeting;  provided,  however,  that such resolution shall be
approved  by the Holders of not less than a majority  in  aggregate  outstanding
principal amount of the Notes; and provided, further, that no such modification,
waiver or amendment or  supplement  to this  Indenture or any of the  Collateral
Documents  or the terms and  conditions  of the  Notes may be made  without  the
unanimous  written consent or the unanimous  affirmative  vote of the Holders of
the Notes so affected that would:

          (a) (i) change any Payment Date of,  reduce the  principal  amount of,
any principal  payment or interest  payable on, or reduce the price payable upon
redemption  or  repurchase  of, any Note or (ii) change the  Payment  Date of or
reduce the interest payable pursuant to Section 4.02 hereof;

          (b) change the obligation of the Company to pay Additional  Amounts as
described above;

          (c) change the coin or currency in which, or change the required place
at which,  payment  with respect to principal or interest on such Notes is to be
made;

          (d) waive any redemption payment with respect to any Note;

          (e) reduce the  above-stated  percentage of the outstanding  principal
amount of the Notes  required to modify,  amend or supplement  this Indenture or
the terms and conditions of the Notes or to waive any further compliance or past
default;

          (f) reduce the percentage in the outstanding  principal  amount of the
Notes the vote or consent of the Holders of which is required  for the  adoption
of a resolution or the quorum required at any meeting of Holders of the Notes at
which a resolution is adopted; or

          (g) permit the  creation of any Lien on the 2008 Notes  Collateral  or
any part  thereof  (other  than the 2008  Collateral  Pledge and any other Liens
expressly  permitted by this  Indenture or any of the  Collateral  Documents) or
modify the  obligations of the Company to maintain the 2008 Notes  Collateral in
accordance  with the terms of the Indenture or terminate  any of the  Collateral
Documents, except in accordance with the terms hereof or thereof.

          Any  instrument  given  by or on  behalf  of any  Holder  of a Note in
connection with any consent to or vote for any such  modification,  amendment or
waiver shall be  irrevocable  once given and shall be conclusive  and binding on

                                       98

<PAGE>

all subsequent Holders of such Note. Any modifications, amendments or waivers to
this Indenture or any of the Collateral Documents or the terms and conditions of
the Notes shall be conclusive  and binding on all Holders of the Notes,  whether
or not they have given such consent or were present at any meeting.

          It shall not be  necessary  for any Act of Holders  under this Section
9.02 to approve the particular  form of any proposed  supplemental  indenture or
amendment of any of the Collateral  Documents but it shall be sufficient if such
Act shall approve the substance thereof.

          After an amendment  under this Section  9.02  becomes  effective,  the
Company,  or the Trustee at the  Company's  request and  expense,  shall mail to
Noteholders a notice briefly describing such amendment. The failure to give such
notice to all Noteholders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section 9.02.

          SECTION   9.03.   Effect   of   Supplemental   Indentures.   Upon  the
                            ---------------------------------------
effectiveness  of  any  supplemental  indenture  under  this  Article  IX,  this
Indenture shall be modified in accordance with such supplemental indenture,  and
such  supplemental  indenture  shall  form a part  of  this  Indenture  for  all
purposes; and every Holder of Notes theretofore or thereafter  authenticated and
delivered  hereunder  shall be bound  thereby and by any amendment of any of the
Collateral Documents entered into in accordance with this Article IX.

          SECTION 9.04.  Compliance with Trust Indenture Act. Every amendment o
                         -----------------------------------
supplement to this Indenture or the Notes shall comply with the Trust  Indenture
Act as then in effect.

          SECTION 9.05. Revocation and Effect of Consents and Waivers. A consent
                        ---------------------------------------------
to an  amendment,  supplement  or a waiver by a Holder of a Note  shall bind the
Holder  and every  subsequent  Holder of such Note or  portion of such Note that
evidences the same debt as the consenting Holder's Note, even if notation of the
consent or waiver is not made on such  Note;  provided  that any such  Holder or
subsequent  Holder may revoke the consent or waiver as to such  Holder's Note or
portion of such Note if the Trustee receives the notice of revocation before the
date the  amendment,  supplement  or waiver  becomes  effective.  An  amendment,
supplement  or waiver shall become  effective in  accordance  with its terms and
Section 9.01 and 9.02 hereof,  as applicable,  and  thereafter  shall bind every
Holder.

          SECTION  9.06.  Notation on or Exchange  of Notes.  If a  supplemental
                          ---------------------------------
indenture  changes  the terms of a Note,  the  Trustee  may  require  the Holder
thereof  to  deliver  such  Note  to the  Trustee.  The  Trustee  may  place  an
appropriate  notation on such Note  regarding the changed terms and return it to
the Holder.  Alternatively,  if the Company or the  Trustee so  determines,  the
Company in exchange for such Note shall issue and the Trustee shall authenticate
a  replacement  Note  that  reflects  the  changed  terms.  Failure  to make the
appropriate  notation  or to issue a  replacement  Note  shall  not  affect  the
validity of such amendment or supplement.

          SECTION 9.07. Trustee to Execute  Supplemental  Indentures and Consent
                        --------------------------------------------------------
to  Amendment  of the  Collateral  Documents.  The  Trustee  shall  execute  any
--------------------------------------------
supplemental  indenture  and shall  execute or consent  to, as  applicable,  any
amendment of any of the Collateral Documents authorized pursuant to this Article

                                       99

<PAGE>

IX if such  supplemental  indenture or amendment  does not adversely  affect the
rights,  duties,  liabilities  or  immunities  of the  Trustee  in its  capacity
hereunder  or as 2008  Collateral  Agent  under  the  Collateral  Documents,  if
applicable.  If it does,  the Trustee may, but shall not be required to, execute
such supplemental  indenture or such amendment or consent to such amendment.  In
executing  any  supplemental  indenture or such  amendment or consenting to such
amendment,  the  Trustee  shall be  entitled  to  receive  indemnity  reasonably
satisfactory  to it and to  receive,  and  (subject  to  Sections  7.01 and 7.02
hereof)  shall be fully  protected in relying  upon,  an  Officers'  Certificate
(which need only cover the matters set forth in clause (a) below) and an Opinion
of Counsel (which, as to different matters,  may be covered in separate opinions
of Mexican and U.S.  counsel to the  Company)  provided  by the Company  stating
that:

          (a)  such  supplemental   indenture  or  amendment  is  authorized  or
permitted by this Indenture and that all conditions  precedent to the execution,
delivery and performance of such  supplemental  indenture or amendment have been
satisfied;

          (b) the Company has all  necessary  corporate  power and  authority to
execute  and  deliver  the  supplemental  indenture  or  amendment  and that the
execution,  delivery and performance of such supplemental indenture or amendment
has been duly authorized by all necessary corporate action of the Company;

          (c)  the  execution,  delivery  and  performance  of the  supplemental
indenture  or  amendment  do not  conflict  with,  or result in the breach of or
constitute a default  under any of the terms,  conditions  or  provisions of (i)
this Indenture or any of the Collateral  Documents,  (ii) the charter  documents
and by-laws of the Company,  or (iii) any material  agreement or  instrument  to
which the Company is subject (such counsel may rely on Company's certificates as
to the existence of such material agreements);

          (d) to the actual  knowledge of legal counsel  writing such Opinion of
Counsel, the execution,  delivery and performance of the supplemental  indenture
or amendment do not conflict  with, or result in the breach of any of the terms,
conditions or provisions of (i) any law or regulation  applicable to the Company
or (ii)  any  material  order,  writ,  injunction  or  decree  of any  court  or
governmental instrumentality applicable to the Company;

          (e) such supplemental indenture or amendment has been duly and validly
executed and  delivered by the Company,  and this  Indenture  together with such
supplemental  indenture or the Collateral Documents as amended by such amendment
constitutes  a legal,  valid and binding  agreement  of the Company  enforceable
against  the  Company  in  accordance  with its  terms,  subject  to  applicable
bankruptcy,   insolvency,  fraudulent  conveyance  and  similar  laws  affecting
creditors'  rights generally,  to general  equitable  principles and to judicial
application of foreign laws or foreign governmental actions affecting creditors'
rights and other customary exceptions, limitations and qualifications; and

          (f) this  Indenture  together with such  supplement  complies with the
Trust Indenture Act, as may be applicable.

                                      100

<PAGE>


                                   ARTICLE X

                          MEETINGS OF HOLDERS OF NOTES

          SECTION 10.01. Purposes for Which Meetings May Be Called. A meeting of
                         -----------------------------------------
Holders  of Notes may be called  at any time and from time to time  pursuant  to
this  Article  X to  make,  give or take  any  request,  demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be made, given or taken by Holders of Notes.

          SECTION 10.02. Call, Notice and Place of Meetings.  The Trustee or the
                         ----------------------------------
Company  shall,  upon the  written  request  of the  Holders  of at least 10% in
aggregate  principal  amount of the  outstanding  Notes,  and the Company or the
Trustee, at its discretion,  may, call a meeting of Holders at any time and from
time to time, to amend or modify this Indenture and the Notes,  or to make, give
or take any request, demand,  authorization,  direction, notice, consent, waiver
or other action  provided by the Notes and this  Indenture to be made,  given or
taken by such Holders. The meetings will be held in The City of New York at such
time and at such  place as the  Company or the  Trustee  shall  determine.  If a
meeting is being held pursuant to a written  request of Holders,  the agenda for
the meeting  shall be as  determined  in the request and such  meeting  shall be
convened within 40 days from the date such request is received by the Trustee or
the Company,  as the case may be. Notice of any meeting of Holders  (which shall
include the date,  place and time of the  meeting,  the agenda  therefor and the
requirements  to  attend)  shall be given not less than 10 days nor more than 30
days prior to the date fixed for the  meeting in the manner  provided in Section
12.02 hereof.

          SECTION 10.03.  Persons  Entitled to Vote at Meetings.  Any Holder may
                          -------------------------------------
attend the meeting either personally or by proxy. Holders who intend to attend a
meeting of Holders  must notify the  Registrar  of their  intention  to do so at
least  three days prior to the date of such  meeting.  To be entitled to vote at
any  meeting  of  Holders,  a  Person  shall  be (a) a  Holder  of  one or  more
outstanding  Notes or (b)  appointed by an  instrument in writing as proxy for a
Holder or Holders of one or more  outstanding  Notes by such  Holder or Holders.
The only  Persons who shall be entitled to be present or to speak at any meeting
of  Holders  shall be the  Person  entitled  to vote at such  meeting  and their
counsel,   any   representatives   of  the  Trustee  and  its  counsel  and  any
representatives of the Company and its counsel.

          SECTION  10.04.  Quorum;  Action.  Meetings are subject to a first and
                           ---------------
second  call.  The  quorum  for the  first  call  will  be  Persons  holding  or
representing a majority in aggregate  principal amount of the outstanding  Notes
and, upon the failure to reach such quorum,  Persons holding or representing 25%
in aggregate  principal amount of the outstanding Notes will constitute a quorum
for the meeting  convened on the second call. In both cases,  decisions  will be
reached by a majority of votes present; provided, however, that no modification,
amendment or waiver may take effect  without the written  consent or affirmative
vote of less than a majority in aggregate  outstanding  principal  amount of the
Notes; provided, further, that no modification, amendment or waiver may, without
the written consent or affirmative  vote of the Holder of each  outstanding Note
affected  thereby,  change any matters  specified  in clauses  (a) through  (g),
inclusive, of Section 9.02 hereof.

                                      101

<PAGE>


          SECTION 10.05. Determination of Voting Rights; Conduct and Adjournment
                         -------------------------------------------------------
of Meetings.
-----------

          (a) Notwithstanding any provisions of this Indenture,  the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Holders  in regard to proof of the  holding of Notes and of the  appointment  of
proxies and in regard to the appointment and duties of inspectors of votes,  the
submission and  examination of proxies,  certificates  and other evidence of the
right to vote,  and such other matters  concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations,  the  holding of Notes and the  appointment  of any proxy  shall be
proved in the manner  specified  in Section 1.04 hereof.  Such  regulations  may
provide that written instruments appointing proxies,  regular on their face, may
be presumed valid and genuine without the proof specified in Section 1.04 hereof
or other proof.

          (b) The Person or Persons  calling  the  meeting,  as the case may be,
shall by an instrument in writing appoint a temporary chairman of the meeting. A
permanent chairman and a permanent  secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in aggregate principal amount of
the outstanding Notes represented at the meeting.

          (c) At any meeting  each Holder or proxy shall be entitled to one vote
for each US$1,000  principal amount of outstanding  Notes held or represented by
him; provided,  however, that no vote shall be cast or counted at any meeting in
respect of any Note  challenged as not  outstanding and ruled by the chairman of
the meeting to be not  outstanding.  The  chairman of the meeting  shall have no
right to vote, except as a Holder or proxy.

          (d) Any  meeting of Holders  duly  called  pursuant  to Section  10.02
hereof  at which a  quorum  is  present  may be  adjourned  for only one time by
Persons  entitled  to vote a  majority  in  aggregate  principal  amount  of the
outstanding Notes represented and voting at the meeting,  and the meeting may be
held as so adjourned without further notice within the following 30 days.

          SECTION 10.06.  Counting Votes and Recording  Action of Meetings.  The
                          ------------------------------------------------
vote upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed  the  signatures of the Holders or of their
representatives  by proxy and on which shall be inscribed an identifying  number
or numbers,  if any,  or to which  shall be  attached  to a list of  identifying
numbers,  if any,  of the  Notes  entitled  to be voted by them.  The  permanent
chairman of the meeting  shall  appoint two  inspectors of votes who shall count
all votes cast at the meeting for or against any  resolution  and who shall make
and file with the secretary of the meeting  their  verified  written  reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate,  of
the proceedings of each meeting of Holders shall be prepared by the secretary of
the meeting and there shall be attached to said record the  original  reports of
the  inspectors of votes on any vote by ballot taken  thereat and  affidavits by
one or more persons  having  knowledge of the facts  setting forth a copy of the
notice of the  meeting  and  showing  that said  notice was given as provided in
Section 10.02 hereof and, if applicable,  Section 10.04 hereof. Each copy of the
record shall be signed and verified by the affidavits of the permanent  chairman
and  secretary  of the  meeting  and one such  copy  shall be  delivered  to the
Company,  and another to the Trustee to be preserved by the Trustee,  the latter

                                      102

<PAGE>

to have attached thereto the ballots voted at the meeting.  Any record so signed
and verified shall be conclusive evidence of the matters therein stated.

                                   ARTICLE XI

                2008 COLLATERAL PLEDGE AND COLLATERAL DOCUMENTS

          SECTION  11.01.  The 2008  Notes  Collateral.  To secure  the full and
                           ---------------------------
punctual payment of the principal and interest and any Additional Amounts on the
Notes  pursuant to the terms of the Notes,  this  Indenture  and the  Collateral
Documents, the Company will pledge or cause to be pledged for the benefit of the
Holders  of the  Notes,  and will  grant  to the  Holders  of the  Notes a first
priority security interest in, all of the following:

               (i) 42,370,449  CPOs now owned by the Company  (together with any
     successor  securities  permitted  under this  Indenture and the  securities
     pledged pursuant to Section 11.01(ii)  hereof,  the "2008 TV Azteca Pledged
     Shares");

               (ii) CPOs  which are  presently  pledged to secure the 2003 Notes
     and which shall be released and  delivered,  or caused to be delivered,  by
     the  Company  pursuant  to  Section  4.03  hereof  to the  applicable  2008
     Collateral Agent under the 2008 Collateral Pledge immediately following (a)
     the  payment of the accrued and unpaid  interest  on the  unexchanged  2003
     Notes  and (b) the  repayment  of  principal  in full with  respect  to any
     unexchanged 2003 Notes.

               (iii) subject to Section  11.02  hereof,  following the pledge of
     the 2008 TV Azteca Pledged  Shares,  all dividends,  cash,  instruments and
     other  property  and proceeds  from time to time  received,  receivable  or
     otherwise  distributed  in respect of or in exchange for any of the 2008 TV
     Azteca  Pledged  Shares  (inclusive  of the 2008 Unefon  Rights  granted in
     respect of the 2008 TV Azteca Pledged Shares);

               (iv) all shares of Capital Stock of Unefon  acquired  pursuant to
     the exercise of the 2008 Unefon Rights; and

               (v) all 2008 Net Unefon Sale Proceeds  received in respect of any
     sale of the 2008 Unefon Pledged Shares;

but excluding, in any case, such of the foregoing that may be duly released from
the 2008 Collateral Pledge under the circumstances  described in this Article XI
(all of the foregoing,  collectively,  the "2008 Notes  Collateral,"  which term
will also include any Substitute Collateral described in this Article XI).

          Notwithstanding  the  foregoing,  (i) neither the Cosmo Rights nor any
Capital  Stock of Cosmo that may be acquired by the exercise of such rights will
constitute 2008 Notes Collateral and (ii) neither the Capital Stock of TV Azteca
owned by Cotsa  (inclusive of any Unefon Rights granted in respect  thereof) nor
any  Capital  Stock of Unefon  acquired  by the  exercise  of such  rights  will
constitute 2008 Notes Collateral.

                                      103

<PAGE>


          SECTION   11.02.   Voting   Rights  and  Payment  of   Dividends   and
                             ---------------------------------------------------
Distributions  in Respect of the 2008  Notes  Collateral.  So long as no Default
--------------------------------------------------------
shall have occurred and be continuing, the Company shall be permitted to receive
directly  all  dividends  or  distributions  paid in respect  of, or payments in
respect of the purchase,  redemption,  or other  retirement or  acquisition  for
value of, any securities constituting the 2008 Notes Collateral.  The payment of
dividends,  distributions  or other  payments  to the  Company  pursuant to this
Section  11.02 shall not be considered a release for purposes of this Article XI
(including without limitation  Section  11.04(b)(iii) and Section 11.04(c)).  As
long as no Default has occurred and is continuing,  the Company, as the case may
be, will be able to vote, as it sees fit in its sole discretion,  any securities
constituting the 2008 Notes  Collateral,  provided that no vote may be cast, and
no  consent,  waiver or  ratification  given or  action  taken,  which  would be
inconsistent  with or violate any provision of this Indenture,  the Notes or the
Collateral  Documents.  The Trustee shall notify the applicable  2008 Collateral
Agent of a Default or an Event of Default upon obtaining knowledge thereof (such
notice being referred to as a "Notice of Noncompliance").

          SECTION  11.03.  Remedies Upon  Acceleration.  Upon the occurrence and
                           ---------------------------
during the continuance of an Event of Default and after the  acceleration of the
Maturity of the Notes pursuant to Section 6.02 (so long as such acceleration has
not been rescinded),  the Trustee shall deliver an appropriate Notice of Sale to
the applicable 2008 Collateral Agent with a copy to the Company,  as provided in
Section 6.02  hereof.  Thereafter,  the Trustee  shall take  specific  action in
accordance  with the  directions  of the  Holders  of a  majority  in  aggregate
principal  amount of the  outstanding  Notes.  In the event  that  Holders  of a
majority in aggregate  principal amount of the outstanding Notes fail, within 30
days of a request for  direction by the  Trustee,  to direct the Trustee to take
specific action hereunder under the applicable Collateral Documents, the Trustee
may retain such investment banker, broker/dealer, or other expert as the Trustee
may  determine,  and  subject  to  Sections  7.01 and 7.02,  the  advice of such
investment  banker,  broker/dealer  or other  expert  shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by the Trustee  hereunder,  or as agent of the applicable 2008 Collateral  Agent
under  the  applicable  Collateral  Documents,  in good  faith  and in  reliance
thereon; provided that such investment banker, broker/dealer or other expert was
selected by the Trustee  with due care.  Upon the receipt of any Notice of Sale,
the Company  shall  promptly  inform the  Trustee  whether any of the 2008 Notes
Collateral is subject to a right of first refusal.

          SECTION 11.04. Rights to Release of the 2008 Notes Collateral. As long
                         ---------------------------------------------
as no Default has occurred and is continuing, the Company will be entitled, from
time to time,  to request  the  Trustee to give  notice to the  applicable  2008
Collateral  Agent directing such 2008  Collateral  Agent to cause the release of
all or a portion of the 2008 Notes Collateral from the 2008 Collateral Pledge in
accordance with the terms hereof;  provided,  however,  that (i) such request to
the Trustee must be in writing and  accompanied by an Officers'  Certificate and
an Opinion of Counsel in English  (which may be Mexican  counsel to the Company)
stating  that (i) such  release  is  permitted  by this  Indenture  and (ii) the
applicable  conditions  set forth in this  Section  11.04 are met.  The  Company
shall, as promptly as practicable after such release or any withdrawal  pursuant
to this Section 11.04 give notice  thereof to Holders of the Notes in the manner
provided  under Section 12.02 hereof.  Any  securities  constituting  2008 Notes
Collateral that are duly released from the 2008  Collateral  Pledge are referred
to as "Withdrawn Shares."

                                      104

<PAGE>


          (a) Releases in  Connection  with Interest  Payments.  The Company may
              ------------------------------------------------
request the Trustee to direct the 2008 Collateral Agent to release from the 2008
Collateral   Pledge  any  2008  Notes   Collateral   (including  cash  and  Cash
Equivalents)  to pay interest and any Additional  Amounts  payable on the Notes,
provided that immediately after giving effect to such release,  (A) the ratio of
(1) (x) the aggregate  Market Value of the 2008 TV Azteca  Pledged  Shares,  any
2008 Net Unefon Sale Proceeds  consisting of Permitted  Securities  and any 2008
Unefon  Pledged  Shares plus (y) the aggregate  Market Value of the  outstanding
Azteca  Holdings  Series A Shares to (2) the aggregate  principal  amount of the
outstanding  Notes  minus the Market  Value of any  Substitute  Collateral  (the
"Combined  Coverage  Ratio") is at least  2.50:1.00 and (B) the ratio of (1) the
aggregate Market Value of the 2008 TV Azteca Pledged Shares, any 2008 Net Unefon
Sale Proceeds  consisting of Permitted  Securities  and any 2008 Unefon  Pledged
Shares to (2) the aggregate  principal amount of the outstanding Notes minus the
Market Value of any Substitute  Collateral (the "Pledged Shares Coverage Ratio")
is at least 1.00:1.00.  To the extent that 2008 Notes Collateral other than cash
or Cash Equivalents is to be released pursuant to the preceding  sentence,  such
release will be made in connection with a sale of such 2008 Notes Collateral and
all of the  consideration  for such sale shall be comprised of cash and shall be
paid directly by the buyer of such  collateral  into the  applicable  collateral
account under the 2008 Collateral Pledge; provided, however, if any such sale is
to an Affiliate  of the Company or TV Azteca,  the  consideration  for such sale
shall be at least equal the Market Value of the assets sold.  To the extent that
the conditions  described  herein have been satisfied,  immediately  prior to an
Interest  Payment Date on the Notes,  the Trustee  shall  release  cash,  in the
amount  specified by the Company,  from the 2008 Collateral  Pledge in an amount
not to exceed  the  interest  then due and the  Trustee  will use such  released
amount to pay interest on the Notes.  Any cash  proceeds from a sale of any 2008
Notes  Collateral  pursuant  to the  foregoing  not used to pay  interest  shall
constitute Substitute Collateral.

          (b) Releases in Connection with the Sale of Unefon.
              ----------------------------------------------

               (i) In connection  with a Unefon Sale Event,  upon 10 days' prior
     written  notice to the  Trustee,  the  Company  may  request the Trustee to
     direct  the  applicable  2008  Collateral  Agent  under the  Unefon  Pledge
     Agreement  to  release  from the 2008  Collateral  Pledge  the 2008  Unefon
     Pledged Shares;  provided that (A) the Market Value of the consideration to
     be received in connection  with the sale of such 2008 Unefon Pledged Shares
     is at least equal to the Market Value of such 2008 Unefon  Pledged  Shares,
     (B) the  Market  Value of the  consideration  per  share  paid for the 2008
     Unefon Pledged Shares is no less than the Market Value of the consideration
     per share  paid by the  third-party  buyer for any other  shares of Capital
     Stock of Unefon  underlying the 2008 Unefon Rights in connection  with such
     Unefon Sale Event, (C) the  consideration  paid for the 2008 Unefon Pledged
     Shares shall consist of cash, Cash Equivalents or Permitted Securities, (D)
     the 2008 Net Unefon Sale  Proceeds  are paid  directly  by the  third-party
     buyer (or its  Affiliate)  into one or more  collateral  accounts under the
     2008  Collateral  Pledge and (E) the Company  shall have  delivered  to the
     Trustee, in form and substance satisfactory to it and its counsel, Opinions
     of  Counsel  to the  effect  that  the  Notes  will be  secured  by a first
     priority,  security  interest in the 2008 Net Unefon Sale Proceeds (subject
     to any  Permitted  Subordinate  Rights).  A release of 2008 Unefon  Pledged
     Shares pursuant to the preceding sentence shall not be considered a release
     for purposes of Section 11.04(b)(iii) or Section 11.04(c) hereof.

                                      105

<PAGE>


               (ii) To the  extent  the terms of the  agreements  relating  to a
     Unefon Sale Event so require,  the 2008 Net Unefon Sale Proceeds consisting
     of cash may be withdrawn  from the 2008  Collateral  Pledge,  in the amount
     specified in accordance  with any such agreement by  substituting  therefor
     Permitted   Securities   ("Substitute  Unefon   Consideration")   from  the
     third-party  buyer (or its  Affiliate);  provided  that (A) such  Permitted
     Securities  are  delivered  directly  by  the  third-party  buyer  (or  its
     Affiliate) into one or more  collateral  accounts under the 2008 Collateral
     Pledge and (B) the Company shall have delivered to the Trustee, in form and
     substance  satisfactory  to it and its counsel,  Opinions of Counsel to the
     effect  that  the  Notes  will be  secured  by a first  priority,  security
     interest in such Permitted Securities (subject to any Permitted Subordinate
     Rights).  A withdrawal of cash pursuant to the preceding sentence shall not
     be  considered a release for purposes of Section  11.04(b)(iii)  or Section
     11.04(c) hereof.

               (iii)  Beginning  30 days after a Unefon Sale Event,  the Company
     may request the Trustee to direct the applicable 2008  Collateral  Agent to
     release from the 2008 Collateral Pledge (a "Unefon Sale Proceeds  Release")
     the 2008 Net Unefon Sale Proceeds  (including any cash or Cash  Equivalents
     not  constituting   Substitute   Collateral)  and  any  Substitute   Unefon
     Consideration  remaining subject to the 2008 Collateral Pledge provided (A)
     the request for release is  delivered  during a  Withdrawal  Period,  (B) a
     request for release  pursuant to this Section  11.04(b)(iii)  hereof is not
     made on more than three occasions,  (C) not more than one such request or a
     request  for a  General  Collateral  Release  is made in any  period of six
     consecutive months and (D) immediately after giving effect to such release,
     the Combined  Coverage  Ratio is at least  2.50:1.00 and the Pledged Shares
     Coverage  Ratio is at least (I) 2.00:1.00 if a General  Collateral  Release
     shall have  previously  occurred or (II) 1.00:1.00 if a General  Collateral
     Release shall not have previously occurred. After the earlier to occur of a
     third  Unefon  Sale  Proceeds  Release  and the  first  General  Collateral
     Release,  all 2008 Net  Unefon  Sale  Proceeds  consisting  of cash or Cash
     Equivalents   subject  to  the  2008  Collateral  Pledge  shall  constitute
     Substitute Collateral.

               (iv) The Company  will be entitled to request the  withdrawal  of
     2008 Net Unefon  Sale  Proceeds  to the  extent  required  to  satisfy  the
     exercise of a Permitted  Subordinate Right,  provided that the Market Value
     of the 2008 Net Unefon Sale  Proceeds to be withdrawn  shall not exceed 10%
     of the Market  Value of the 2008 Net Unefon Sale  Proceeds  then subject to
     the 2008 Collateral  Pledge.  A withdrawal of 2008 Net Unefon Sale Proceeds
     pursuant to the  preceding  sentence  shall not be considered a release for
     purposes of Section 11.04(b)(iii) or Section 11.04(c) hereof.

          (c) Releases of Pledged Shares. The Company may request the Trustee to
              --------------------------
direct the applicable 2008 Collateral  Agent to release from the 2008 Collateral
Pledge (a "General Collateral  Release") 2008 TV Azteca Pledged Shares, 2008 Net
Unefon Sale Proceeds or Substitute Unefon Consideration  consisting of Permitted
Securities,  and 2008 Unefon  Pledged  Shares;  provided that (i) the request is
delivered  during a Withdrawal  Period,  (ii) a request for release  pursuant to
this Section  11.04(c) is not made on more than three  occasions,  (iii) no such
request  may be made  within the  period 30 days after the date the 2008  Unefon
Rights  become  exercisable  and (iv)  immediately  after giving  effect to such
release,  the  Combined  Coverage  Ratio is at least  2.50:1.00  and the Pledged
Shares Coverage Ratio is at least 2.00:1.00.

                                      106

<PAGE>


          (d) Substitute  Collateral.  During a Withdrawal  Period,  the Company
              ----------------------
will be entitled to request the withdrawal of the 2008 TV Azteca Pledged Shares,
2008 Net Unefon Sale Proceeds consisting of Permitted  Securities or 2008 Unefon
Pledged  Shares,  in  whole  or in  part,  by  substituting  therefor,  with the
applicable 2008 Collateral Agent, cash or U.S. Government  Obligations (together
with any 2008 Net Unefon Sale Proceeds  consisting  of cash or Cash  Equivalents
remaining  subject to the 2008  Collateral  Pledge after a Unefon Sale  Proceeds
Release,  the  "Substitute  Collateral");  provided  that  the  Company  will be
required to certify to the Trustee  that,  after  giving  effect to the proposed
withdrawal  and  substitution,  (i) the Combined  Coverage Ratio is at least the
same as such ratio  immediately  prior to the  withdrawal,  and (ii) the Pledged
Shares  Coverage  Ratio is at  least  1.00:1.00  so long as any  2008 TV  Azteca
Pledged Shares will remain subject to the 2008 Collateral  Pledge.  In addition,
except to the extent the Company is entitled to receive  such cash as  permitted
under Section 11.02 hereof, on the date that any cash is deposited with the 2008
Collateral  Agent in respect of cash dividends on, or the purchase,  redemption,
or other  retirement  or  acquisition  for value of, the 2008 TV Azteca  Pledged
Shares,  the Company  will be entitled to consider the amount of such cash to be
Substitute Collateral.  A withdrawal pursuant to the substitution  provisions of
this Section 11.04(d) shall not be considered a release for purposes of Sections
11.04(b)(iii)  and Section  11.04(c)  hereof.  No Substitute  Collateral  may be
released or withdrawn from the 2008 Collateral Pledge until all other 2008 Notes
Collateral  shall have been released,  in which case any  Substitute  Collateral
with  a  Market  Value  in  excess  of the  aggregate  principal  amount  of the
outstanding  Notes may be released  at the request of the Company  (and any such
release shall not be considered a release for purposes of Section  11.04(b)(iii)
or Section 11.04(c) hereof).

          (e)  Releases  in  Connection   with   Redemptions,   Repurchases  and
               -----------------------------------------------------------------
Repayments.  In connection with or after a purchase of Notes in part pursuant to
----------
Section  3.07,  3.08,  4.09 and 4.13  hereof,  the  Company  will be entitled to
request a withdrawal of the 2008 Notes Collateral. In connection with a purchase
of Notes in part or 2005 Notes or 2003 Notes  pursuant  to an offer to  purchase
made  pursuant to this  Indenture,  the 2005  Indenture  or the 2003  Indenture,
respectively,  the Company may withdraw any Uninvested Asset Sale  Distributions
subject  to the  2008  Collateral  Pledge  to the  extent  necessary  to pay the
applicable purchase price. A withdrawal of 2008 Notes Collateral pursuant to the
foregoing  provisions  shall not be considered a release for purposes of Section
11.04(b)(iii) or Section 11.04(c) hereof;  provided that, except with respect to
Uninvested  Asset  Sale  Distributions  that are  permitted  to be  released  in
accordance with Section 4.09(d),  no Substitute  Collateral may be released from
the 2008 Collateral Pledge until all other 2008 Notes Collateral shall have been
released,  in which case any Substitute Collateral with a Market Value in excess
of the aggregate  principal  amount of the outstanding  Notes may be released at
the request of the Company.

          In connection  with a redemption of Notes in whole, or with a purchase
of Notes in whole pursuant to the provisions  described in Sections 3.07,  3.08,
4.09(d) or 4.13 hereof,  or the payment at Maturity of the  principal  amount of
the Notes,  the Company may request a release of any cash,  Cash  Equivalents or
Substitute  Collateral  to the extent  necessary  to pay the  redemption  price,
purchase price, or principal amount at maturity, as the case may be.

          (f) Upon satisfaction by the Company of the conditions to its legal or
covenant defeasance  option(s) pursuant to Article VIII hereof, or the discharge
of this  Indenture,  the Company  will  request the Trustee and the Trustee will

                                      107

<PAGE>

give  notice to each  2008  Collateral  Agent  under  the  Collateral  Documents
directing such 2008 Collateral  Agent to cause the release of all the 2008 Notes
Collateral.  Any such  release  pursuant to this Section  11.04(f)  shall not be
considered a release for purposes of Section 11.04 (b), (c) or (d) hereof.

          (g) Upon the release of any of the 2008 Notes  Collateral under any of
the Collateral Documents,  the Company may request the Trustee to give notice to
each 2008 Collateral  Agent under the Collateral  Documents  directing such 2008
Collateral  Agent to  execute  and  deliver  to the  Company  an  instrument  or
instruments  acknowledging  the  release of such  property  from the  applicable
Collateral Documents and assignment, transfer and delivery to the Company and/or
certain of its affiliates as the owners of such property  (without  recourse and
without any representation or warranty) of the 2008 Notes Collateral.

          (h) The  release  of any of the 2008 Notes  Collateral  from the Liens
created under the applicable  Collateral  Documents will not be deemed to impair
the security under this Indenture in contravention of the provisions  hereof and
of the applicable Collateral Documents if and to the extent that any of the 2008
Notes  Collateral  is released  pursuant to this  Indenture  and the  applicable
Collateral Documents.  A Rights Exercise shall not be deemed a release of any of
the 2008 Notes Collateral.

          The Trustee  may,  to the extent  permitted  by Section  7.04 and 7.05
hereof,   accept  as  conclusive  evidence  of  compliance  with  the  foregoing
provisions  the  appropriate  statements  contained  in  such  instruments.  Any
certificate or opinion made by officers required by Section 3.14(d) of the Trust
Indenture  Act may be made by an  Officer  of the  Company,  except in the cases
where Section 3.14(d) of the Trust Indenture Act requires that such  certificate
or opinion be made by an independent engineer,  appraiser or other expert within
the meaning of Section 3.14(d) of the Trust Indenture Act.

          SECTION  11.05.  Investment  of Cash  Amounts.  The Trustee shall give
                           ----------------------------
notice to the applicable  2008  Collateral  Agent directing such 2008 Collateral
Agent to invest in Cash  Equivalents,  any cash held from time to time under the
2008 Collateral  Pledge,  including cash arising from dividends or distributions
paid in respect of, or payments in respect of the purchase, redemption, or other
retirement or acquisition for value of, the 2008 TV Azteca Pledged  Shares,  the
2008  Unefon  Pledged  Shares  or  any  Substitute   Collateral  or  any  source
whatsoever, except to the extent the Company is entitled to receive such cash as
permitted  under Section 11.02 hereof.  The notice and  directions  given by the
Trustee  to the  applicable  2008  Collateral  Agent  shall be  pursuant  to (i)
instructions  from the Company or (ii) if the Company does not give instructions
to the Trustee, instructions from the Trustee.

          SECTION 11.06. Limitation on Duty of Trustee in Respect of the
                         -----------------------------------------------
Collateral Pledge.
-----------------

          (a) Beyond the exercise of reasonable care in the custody thereof, the
Trustee  shall have no duty as to any  property  in the 2008  Collateral  Pledge
under the Collateral Documents in its possession or control or in the possession
or control of any agent or bailee or any income thereon or as to preservation of
rights  against  prior  parties or any other rights  pertaining  thereto and the
Trustee  shall not be  responsible  for filing  any  financing  or  continuation

                                      108

<PAGE>

statements or recording any documents or instruments in any public office at any
time or times or otherwise  perfecting  or  maintaining  the  perfection  of any
security  interest  in such  property.  The  Trustee  shall  be  deemed  to have
exercised  reasonable  care in the custody of such property in its possession if
the property is accorded treatment  substantially equal to that which it accords
its own  property,  and  shall  not be  liable  or  responsible  for any loss or
diminution in the value of any of such property by reason of the act or omission
of any  carrier,  forwarding  agency or other  agent or bailee  selected  by the
Trustee in good faith.

          (b)  The  Trustee  shall  not  be   responsible   for  the  existence,
genuineness  or value  of any such  property  or for the  validity,  perfection,
priority or enforceability of the Liens in any of the property, whether impaired
by  operation  of law or by reason of any action or  omission to act on its part
hereunder,  except to the extent such action or omission constitutes negligence,
bad faith or willful misconduct on the part of the Trustee,  for the validity or
sufficiency of such property or any agreement or assignment  contained  therein,
for the validity of the title of the Company to such property, for insuring such
property or for the payment of taxes,  charges,  assessments  or Liens upon such
property or otherwise as to the maintenance of such property.  The Trustee shall
have no duty to inquire as to the  performance or observance of any of the terms
of this  Indenture  or any of the  Collateral  Documents  by the  Company or the
applicable 2008 Collateral Agent.

          (c) The Trustee  shall have no duty to exercise any voting rights with
respect to the 2008 Notes Collateral or otherwise manage, monitor,  supervise or
insure the business to which the 2008 Notes Collateral relate.

          (d) Other than as  contemplated  hereunder,  the Trustee shall have no
duty to act outside of the United States in respect of any Collateral located in
the jurisdiction other than the United States.

          SECTION 11.07. Registration Rights. Upon the occurrence and during the
                         -------------------
continuance of an Event of Default and after the acceleration of the Maturity of
the Notes  pursuant to Section 6.02 (so long as such  acceleration  has not been
rescinded),  and  after the  delivery  by the  Trustee  to the  applicable  2008
Collateral Agent of a Notice of Sale, with a copy to the Company, as provided in
Section  6.02  hereof,  if  requested  by the  Trustee  in  accordance  with the
directions  of the Holders of a majority in  aggregate  principal  amount of the
outstanding  Notes, the Company will cause TV Azteca to (i) execute and deliver,
and cause the  directors  and officers of TV Azteca to execute and deliver,  all
such  instruments and documents,  and do or cause to be done all such other acts
as may be necessary or advisable to register the 2008 TV Azteca Pledged  Shares,
or that portion thereof to be sold,  under the provisions of the Securities Act,
(ii) to use its  best  efforts  to cause  the  registration  statement  relating
thereto to become  effective  and to remain  effective  for a period of one year
from the effective date of the registration  statement,  or that portion thereof
to be sold,  and (iii) to make all  amendments  thereto  and/or  to the  related
prospectus  that  are  necessary  or  advisable,  all  in  conformity  with  the
requirements  of the  Securities  Act  and  the  rules  and  regulations  of the
Commission applicable thereto.

          SECTION  11.08.  Holders'  Consent.  Each  Holder  of a  Note,  by its
                           -----------------
acceptance of such Note,  (i) confirms the  appointment of the Trustee as a 2008
Collateral  Agent and authorizes the Trustee as a 2008 Collateral  Agent to take

                                      109

<PAGE>

such action as specified in the Collateral  Documents,  as applicable,  on their
behalf and (ii) agrees that such Holder is bound by the terms thereof.

                                  ARTICLE XII

                                 MISCELLANEOUS

          SECTION 12.01. Trust Indenture Act Controls. If and to the extent that
                         ----------------------------
any provision of this Indenture  limits,  qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated  provision") included in
this  Indenture by operation of,  Sections 310 to 318,  inclusive,  of the Trust
Indenture Act, such imposed duties or incorporated  provision shall control.  If
any provision of this Indenture  modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded,  as the case
may be.

          SECTION  12.02.  Notices.  Any  notice  or  communication  shall be in
                           -------
writing in English (including facsimile communications) and delivered in person,
facsimile or mailed by first class mail, postage prepaid, addressed as follows:

          If to the Company:

                    Azteca Holdings, S.A. de C.V.
                    Periferico Sur, No. 4121
                    Col. Fuentes del Pedregal
                    14141 Mexico, D.F.
                    Attention:  Diego Foyo Mejia
                    Facsimile:  (011) 52-55-3099-1457
                    Telephone:  (011) 52-55-3099-1333

          With a copy to (which shall not constitute notice):

                    Akin Gump Strauss Hauer & Feld LLP
                    590 Madison Avenue
                    New York, New York 10022
                    Attention:   Steven H.  Scheinman
                                 Stephen E. Older
                    Facsimile:  (212) 872-1002
                    Telephone:  (212) 872-1000

          If to the Trustee:

                    The Bank of New York
                    101 Barclay Street
                    Floor 21 West
                    New York, New York 10286
                    Attention:  Corporate Trust Administration- GFU
                    Facsimile:  (212) 815-5802
                    Telephone:  (212) 815-5734

                                      110

<PAGE>


          Any notices to be given to the applicable 2008 Collateral Agents shall
be sent to the address of such 2008 Collateral Agent set forth in the applicable
Collateral Document.

          Any notice or  communication  mailed to a Holder  shall be sent to the
Holder by  first-class  mail,  postage  prepaid,  at the Holder's  address as it
appears in the  Security  Register and shall be duly given if so sent within the
time  prescribed.  Failure to mail a notice or  communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.  If
a notice or communication is mailed to a Holder in the manner provided above, it
is duly given,  whether or not the  addressee  receives it. In case by reason of
the  suspension of regular mail service or by reason of any other cause it shall
be impracticable to give notice by mail to Holders, then such notification shall
be made in such other  manner as approved by the Trustee and shall  constitute a
sufficient notification for every purpose hereunder.

          Where this  Indenture  provides for notice in any manner,  such notice
may be waived in writing by the Person  entitled to receive such notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,  but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

          SECTION  12.03.  Certificate  and Opinion as to Conditions  Precedent.
                           ----------------------------------------------------
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this  Indenture,  the Company  shall furnish to the
Trustee upon request: (a) an Officers'  Certificate of the Company stating that,
in the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture  relating to the proposed action have been complied with; and (b)
an Opinion of Counsel  stating that,  in the opinion of such  counsel,  all such
conditions precedent have been complied with.

          SECTION 12.04.  Statements  Required in  Certificate or Opinion.  Each
                          -----------------------------------------------
certificate  or opinion with respect to compliance  with a covenant or condition
provided for in this  Indenture  (other than pursuant to Section 4.19 or Article
XI hereof)  shall  include:  (a) a  statement  that the  individual  making such
certificate  or  opinion  has  read  such  covenant  or  condition,  (b) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statements or opinions  contained in such  certificate or opinion are
based, (c) a statement that, in the opinion of such individual,  such person has
made such  examination or investigation as is necessary to enable such person to
express an informed  opinion as to whether or not such covenant or condition has
been complied  with, and (d) a statement as to whether or not, in the opinion of
such individual, such covenant or condition has been complied with.

          SECTION  12.05.  Rules by Trustee,  Paying  Agent and  Registrar.  The
                           -----------------------------------------------
Trustee may make reasonable rules for action by or a meeting of Holders, and any
Registrar  and  Paying  Agent may make  reasonable  rules  for their  functions;
provided that no such rule shall  conflict  with terms of this  Indenture or the
Trust Indenture Act.

          SECTION 12.06.  Payments on Business  Days. If a payment  hereunder is
                          --------------------------
scheduled to be made on a date that is not a Business Day,  notwithstanding  any

                                      111

<PAGE>

other provision in the Notes or in this Indenture,  payment shall be made on the
next  succeeding  day that is a Business Day, and no interest  shall accrue with
respect to that payment during the intervening  period. If a regular Record Date
is a date that is not a Business Day, such Record Date shall not be affected.

          SECTION  12.07.  Governing  Law. THE NOTES AND THIS  INDENTURE WILL BE
                           --------------
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401).

          SECTION 12.08. Submission to Jurisdiction. The Company agrees that any
                         --------------------------
suit,  action or  proceeding  against the  Company  brought by any Holder or the
Trustee  arising  out of or  based  upon  this  Indenture  or the  Notes  may be
instituted in any state or federal  court in the Borough of Manhattan,  The City
of New York,  New York,  and waives any objection  which it may now or hereafter
have to the laying of venue of any such proceeding,  and irrevocably  submits to
the non-exclusive jurisdiction of such courts in any suit, action or proceeding.
The Company has appointed CT Corporation System, with offices on the date hereof
at 111 Eighth  Avenue,  New York, New York 10019,  as its authorized  agent (the
"Company's  Authorized  Agent"),  upon whom  process  may be served in any suit,
action or proceeding arising out of or based upon this Indenture or the Notes or
the  transactions  contemplated  herein which may be  instituted in any state or
federal  court in the Borough of Manhattan,  The City of New York,  New York, by
any Holder or the Trustee, and expressly accepts the non-exclusive  jurisdiction
of any such court in respect of any such suit, action or proceeding. The Company
hereby represents and warrants that the Company's  Authorized Agent has accepted
such appointment and has agreed to act as said agent for service of process, and
the Company  agrees to take any and all action,  including the filing of any and
all documents,  that may be necessary to continue such respective appointment in
full  force and effect as  aforesaid.  Service  of  process  upon the  Company's
Authorized Agent shall be deemed, in every respect, effective service of process
upon the Company.  The Company may,  upon written  notice to each Holder and the
Trustee,  change the designation of its Authorized  Agent to another Person with
offices in the Borough of Manhattan, the City of New York, New York.

          SECTION 12.09. Currency Indemnity.  U.S. dollars are the sole currency
                         ------------------
of  account  and  payment  for all  sums  payable  by the  Company  under  or in
connection  with the Notes and this  Indenture,  including  damages.  Any amount
received or recovered in a currency other than U.S.  dollars  (whether as result
of a judgment  or order of a court of any  jurisdiction,  in the  winding-up  or
dissolution  of the Company or  otherwise) by any Holder of a Note in respect of
any sum  expressed  to be due to it from the  Company  shall only  constitute  a
discharge  to the  Company to the  extent of the U.S.  dollar  amount  which the
recipient  is able to purchase  with the amount so received or recovered in that
other  currency  on the  date of that  receipt  or  recovery  (or,  if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so). If that U.S.  dollar amount is less than the U.S.  dollar
amount expressed to be due to the recipient under any Note, the Company shall be
obligated to pay and shall  indemnify  the recipient  against any  deficiency in
such  U.S.  dollar  amount.  For  purposes  of this  Section  12.09,  it will be

                                      112

<PAGE>

sufficient  for  the  Holder  of a Note  to  certify  in a  satisfactory  manner
(indicating the sources of information  used) that it would have suffered a loss
had an actual purchase of U.S.  dollars been made with the amount so received in
that other  currency  on the date of receipt or  recovery  (or, if a purchase of
U.S. dollars on such date had not been  practicable,  on the first date on which
it would have been practicable,  it being required that the need for a change of
date be certified in the manner mentioned above).  These indemnities  constitute
separate and independent obligations from the Company's other obligations, shall
give rise to separate and independent causes of action, shall apply irrespective
of any  indulgence  granted by any Holder of a Note and shall  continue  in full
force  and  effect  despite  any  other  judgment,  order,  claim or proof for a
liquidated amount in respect of any sum due under any Note.

          SECTION  12.10.  No Recourse  Against  Others.  No director,  officer,
                           ----------------------------
employee,  incorporator  or  stockholder of the Company shall have any liability
for any  obligations  of the  Company  under the Notes,  this  Indenture  or the
Collateral  Documents or for any claim based on, in respect of, or by reason of,
such  obligations or their creation,  solely by reason of his or her status as a
director,  officer,  employee,  incorporator  or stockholder of the Company.  By
accepting a Note,  each Holder waives and releases all such  liability (but only
such liability) as part of the  consideration  for issuance of such Note to such
Holder.

          SECTION  12.11.  Successors.  All  agreements  of the  Company in this
                           ----------
Indenture  and the Notes  shall  bind its  successors  and  assigns  whether  so
expressed or not. All agreements of the Trustee in this Indenture shall bind its
successors and assigns whether so expressed or not.

          SECTION  12.12.  Counterparts.  This  Indenture may be executed in any
                           ------------
number of counterparts and by the parties thereto in separate counterparts, each
of which when so  executed  shall be deemed to be an  original  and all of which
taken together shall constitute one and the same agreement.

          SECTION  12.13.  Table of Contents;  Headings.  The table of contents,
                           ----------------------------
cross-reference  table  and  headings  of the  Articles  and  Sections  of  this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

          SECTION 12.14.  Severability.  To the fullest extent permitted by law,
                          ------------
in case any  provision  in this  Indenture  or in the  Notes  shall be  invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

          SECTION  12.15.  Waiver of Jury  Trial.  Each of the  Company  and the
                           ---------------------
Trustee hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal  proceeding  arising out of
or  relating  to this  Indenture,  the  Notes or the  transactions  contemplated
hereby.

                                      113

<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.



                         AZTECA HOLDINGS, S.A. de C.V., as Issuer


                         By  /s/ Luis Ontiveros Sandoval
                             ------------------------------------
                             Name:  Luis Ontiveros Sandoval
                             Title: Attorney-in-fact



                         By  /s/ Othon Frias Calderon
                             ------------------------------------
                             Name:  Othon Frias Calderon
                             Title: Attorney-in-fact




                         THE BANK OF NEW YORK, as Trustee


                         By  /s/ Miguel Barrios
                             -----------------------------------
                             Name:  Miguel Barrios
                             Title: Vice President