EX-4.12



 





Exhibit 4.12




Form of Eleventh Supplemental Indenture




GRUPO TELEVISA, S.A.B.,




as Issuer,




THE BANK OF NEW YORK,




as Trustee, Registrar, Paying Agent




and Transfer Agent




and




THE BANK OF NEW YORK (LUXEMBOURG) S.A.,




as Luxembourg Paying Agent, Transfer Agent




and Listing Agent




 






ELEVENTH SUPPLEMENTAL INDENTURE




Dated as of         , 2007




 






Supplementing the Trust Indenture




Dated as of August 8, 2000




 






Ps.4,500,000,000




8.49% Senior Exchange Notes due 2037





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	2	 
	 
	 	 	 	 	 	 
	Section 101

	 	Definitions
	 	 	2	 
	Section 102

	 	Section References
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE II TITLE AND TERMS OF THE SECURITIES	 	 	4	 
	 
	 	 	 	 	 	 
	Section 201

	 	Title of the Securities
	 	 	4	 
	Section 202

	 	Amount and Denominations
	 	 	4	 
	Section 203

	 	Registered Securities
	 	 	4	 
	Section 204

	 	[INTENTIONALLY OMITTED]
	 	 	4	 
	Section 205

	 	Stated Maturity
	 	 	5	 
	Section 206

	 	Interest
	 	 	5	 
	Section 207

	 	Registration, Transfer and Exchange
	 	 	5	 
	Section 208

	 	Redemption of the Securities
	 	 	6	 
	Section 209

	 	Denominations
	 	 	6	 
	Section 210

	 	Payment Currency
	 	 	6	 
	Section 211

	 	Applicability of Certain Indenture Provisions
	 	 	7	 
	Section 212

	 	Security Registrar and Paying Agent
	 	 	7	 
	Section 213

	 	Global Securities
	 	 	7	 
	Section 214

	 	[INTENTIONALLY OMITTED]
	 	 	9	 
	Section 215

	 	Sinking Fund
	 	 	9	 
	Section 216

	 	Conversion; Exchange
	 	 	9	 
	Section 217

	 	Amendments
	 	 	9	 
	Section 218

	 	Applicable Procedures
	 	 	9	 
	Section 219

	 	Paying and Transfer Agent
	 	 	9	 
	Section 220

	 	ISIN Numbers
	 	 	9	 
	Section 221

	 	Calculation Agent
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE III MISCELLANEOUS PROVISIONS	 	 	12	 
	 
	 	 	 	 	 	 
	EXHIBITS	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A

	 	Form of Global Securities	 	 	 	 







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     ELEVENTH SUPPLEMENTAL INDENTURE, dated as of the       day of           , 2007, between
GRUPO TELEVISA, S.A.B., a limited liability public stock corporation (sociedad anónima bursátil)
organized under the laws of the United Mexican States (the “Issuer” or the
“Company”), THE BANK OF NEW YORK, a New York banking corporation, having its Corporate
Trust Office located at 101 Barclay Street, New York, New York 10286, as trustee (the
“Trustee”), registrar (“Registrar”), paying agent (“Paying Agent”) and
transfer agent (“Transfer Agent”), and THE BANK OF NEW YORK (LUXEMBOURG) S.A., a bank duly
incorporated and existing under the laws of Luxembourg, at its office at Aerogolf Center, 1A
Hoehenhof, L-1736 Senningerberg, Luxembourg, as paying agent, transfer agent and listing agent (a
“Paying Agent,” a “Transfer Agent,” and a “Listing Agent,” as the case may
be);



     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated
as of August 8, 2000 (the “Original Indenture” and, together with the First Supplemental
Indenture, dated as of August 8, 2000, the Second Supplemental Indenture, dated as of January 19,
2001, the Third Supplemental Indenture, dated as of September 13, 2001, the Fourth Supplemental
Indenture, dated as of March 11, 2002, the Fifth Supplemental Indenture, dated as of March 8, 2002,
the Sixth Supplemental Indenture, dated as of July 31, 2002, the Seventh Supplemental Indenture
dated as of March 18, 2005, the Eighth Supplemental Indenture, dated as of May 26, 2005, the Ninth
Supplemental Indenture dated as of September 6, 2005, the Tenth Supplemental Indenture dated as of
May 9, 2007 and this Eleventh Supplemental Indenture, the “Indenture”) providing for the
issuance by the Company from time to time of its senior debt securities to be issued in one or more
series (in the Original Indenture and herein called the “Securities”);



     WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture and pursuant to appropriate resolutions of the
Board of Directors, has duly determined to make, execute and deliver to the Trustee, on      ,
2007, this Eleventh Supplemental Indenture to the Original Indenture in order to establish the form
and terms of, and to provide for the creation and issue of, Securities to be designated as the
“8.49% Senior Exchange Notes due 2037” under the Original Indenture in the aggregate
principal amount of Ps.4,500,000,000 subject to Section 202 hereof;



     WHEREAS, Section 901 of the Original Indenture provides, among other things, that the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from time to time, without
the consent of any Holders, may enter into an indenture supplemental to the Original Indenture to
establish the terms of Securities of any series as permitted by Sections 201 and 301 of the
Original Indenture; and



     WHEREAS, all things necessary to make the Securities, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms
and subject to the conditions set forth hereinafter and in the Indenture against payment therefor,
the valid, binding and legal obligations of the



1









 







Company and to make this Eleventh Supplemental Indenture a valid, binding and legal agreement
of the Company, have been done;



     NOW, THEREFORE, This ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish
the terms of the series of Securities designated as the “8.49% Senior Exchange Notes due
2037” and for and in consideration of the premises and of the covenants contained in the
Original Indenture and in this Eleventh Supplemental Indenture and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:



ARTICLE I




DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION



       Section 101 Definitions.



     Each capitalized term that is used herein and is defined in the Original Indenture shall have
the meaning specified in the Original Indenture unless such term is otherwise defined herein.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Security, the rules and procedures of Euroclear or Clearstream Banking, as
the case may be, that apply to such transfer or exchange.



     “Calculation Agent” shall mean The Bank of New York or any successor.



     “Clearstream Banking” shall mean Clearstream Banking, société anonyme (formerly Cedelbank) or
any successor.



     “Depositary” shall mean The Bank of New York as common
depositary for Clearstream Banking and Euroclear, or any other depositary appointed by the Company,
provided, however, that such depositary shall have an address in the Borough of Manhattan, in The
City of New York.



     “Euroclear” shall mean the Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
any successor.



     “Global Securities” or “Global Security” shall have the meaning assigned to it in Section 203
hereof.



     “Interest Payment Date” shall have the meaning assigned to it in Section 206 hereof.



2









 





     “Mexican FX Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is (i)
not a day on which banking institutions or foreign exchange markets in Mexico City generally are
authorized or obligated by law, regulation or executive order to close and (ii) a day on which
banking institutions and foreign exchange markets in Mexico City are open for business with the
general public.



     “Mexican Peso” and “Ps.” shall mean the legal currency of the United Mexican States.



     “Notes” shall mean the Company’s 8.49% Senior Exchange Notes due 2037.



     “Rate Calculation Date” shall mean the second Mexican FX Day immediately preceding an interest
payment date, maturity date or redemption date, as applicable. Notwithstanding the preceding
sentence, if the Rate Calculation Date is not a business day, then the Rate Calculation Date shall
be the immediately preceding Mexican FX day (i.e., prior to such second Mexican FX Day) that is a
business day. “Business day” for purposes of such calculation shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday that is (i) not a day on which banking institutions in New York City
or Mexico City generally are authorized or obligated by law, regulation or executive order to close
and (ii) a day on which banks and financial institutions in Mexico are open for business with the
general public (it being understood that payments will be made on the Notes only on days other than
a Saturday, Sunday or other day on which banking institutions in London are authorized or obligated
by law, regulation or executive order to close).



     “Remaining Scheduled Payments” shall mean, with respect to the Notes, the remaining scheduled
payments of principal thereof and interest thereon that would be due after the related Redemption
Date but for such redemption.



     “Securities” shall mean the Notes.



     “Securities Act” shall mean the United States Securities Act of 1933, as amended.



     “Settlement Rate” shall mean the Mexican Peso / U.S. Dollar exchange rate, or the “FIX FX
Rate,” reported by the Banco de México (Bank of Mexico, or “Central Bank”) as the average of quotes
in the wholesale foreign exchange market in Mexico for transactions payable in 48 hours on its
website (which, at the date hereof, is located at http://www.banxico.gob.mx) on the applicable Rate
Calculation Date. In the event that the FIX FX Rate is not so available by 3:00 p.m. (Mexico City
time) on any Rate Calculation Date, then the Settlement Rate for such Rate Calculation Date shall
be determined by taking the arithmetic mean (such mean, the “Alternative Rate”) of the Mexican Peso
/ U.S. Dollar exchange rate for the foreign exchange market in Mexico for transactions payable in
48 hours offered at or about such time on such date by (i) Banco Nacional de México, S.A.,
Institución de Banca Múltiple, (ii) Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo
Financiero Inbursa, (iii) Bank of America Global



3









 







FX, (iv) HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC and (v)
JPMorgan Chase Bank, N.A. (the “Reference Banks”); provided, however, that if any of the Reference
Banks ceases to offer such an exchange rate, that bank shall be replaced by the Company, for the
purpose of determining the Alternative Rate, with another leading bank or financial institution.
In the event that neither the FIX FX Rate nor the Alternative Rate can be ascertained on a Rate
Calculation Date in accordance with the foregoing, the Company shall determine the Settlement Rate
(and method of determining the Settlement Rate) in respect of such date in its sole and absolute
discretion, taking into consideration all available information that in good faith it deems
relevant.



       Section 102 Section References.



     Each reference to a particular Section set forth in this Eleventh Supplemental Indenture
shall, unless the context otherwise requires, refer to this Eleventh Supplemental Indenture.



ARTICLE II




TITLE AND TERMS OF THE SECURITIES




       Section 201 Title of the Securities.



     The title of the Securities of the series established hereby is the “8.49% Senior Exchange
Notes due 2037.”



       Section 202 Amount and Denominations.



     The aggregate original principal amount of the Notes which may be authenticated and delivered
under this Eleventh Supplemental Indenture is limited to Ps.4,500,000,000, except for Securities of
such series authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the same series pursuant to Section 305, 306, 904 or 1107 of the
Original Indenture; provided, however, that the Notes may be reopened, without the consent of the
Holders thereof, for issuance of additional Securities of the same series.



       Section 203 Registered Securities.



     The certificates for the Notes shall be Registered Securities in global form and shall be in
substantially the form attached hereto as Exhibit A (the “Global Security”).




 


       Section 204
[INTENTIONALLY OMITTED]


4









 





       Section 205 Stated Maturity.



     The Stated Maturity of the Notes on which the principal thereof is due and payable shall be
May 11, 2037.



       Section 206 Interest.



     The
principal of the Notes shall bear interest from May 9, 2007 or,
after the First Interest Payment Date, the most
recent Interest Payment Date to which interest has been paid or provided for, payable semiannually
on May 11 and November 11 of each year, commencing November 11, 2007 to the Persons in whose names
the Notes (or one or more Predecessor Securities) are registered at the close of business on the
fifteenth calendar day preceding such Interest Payment Date. Interest payable at maturity will be
payable to the person to whom principal is payable on that date. Interest on the Notes shall be
computed on the actual number of days during the relevant interest period and a 360-day year. If
any Interest Payment Date or Maturity would otherwise be a day that is not a Business Day (as
defined in the Original Indenture), the related payment of principal, interest, premium and
Additional Amounts will be made on the next succeeding Business Day; provided that interest will
accrue on the principal of the Notes at the applicable interest rate from the original Interest
Payment Date to (but excluding) that next Business Day. Payments postponed to the next Business
Day in this situation will be treated as if they were made on the original due date and
postponement of this kind will not result in an Event of Default under the Notes, the Indenture or
this Eleventh Supplemental Indenture.



     Interest on the Notes will accrue at the rate of 8.49% per annum, until the principal thereof
is paid or made available for payment.



       Section 207 Registration, Transfer and Exchange.



     The principal of, interest, premium and Additional Amounts on the Notes shall be payable and
the Notes may be surrendered or presented for payment, the Notes may be surrendered for
registration of transfer or exchange, and notices and demands to or upon the Company in respect of
the Notes and the Indenture may be served, at the office or agency of the Company maintained for
such purposes in The City of New York, State of New York, and so long as any Notes are listed on
the Luxembourg Stock Exchange for trading on the Euro MTF and the rules of the Luxembourg Stock
Exchange so require, a Paying Agent and a Transfer Agent with a specified office in Luxembourg,
from time to time; provided, however, that at the option of the Company payment of interest on
either series may be made by check mailed to the address of the Persons entitled thereto, as such
addresses shall appear in the Security Register.



     The Company hereby initially appoints the Trustee at its office in The City of New York as the
Registrar, a Paying Agent and a Transfer Agent under the Indenture and the Trustee, by its
execution hereof, accepts such appointment; provided, however, that (subject to Section 1002 of the
Indenture) the Company may at any time remove the Trustee at its office or agency in The City of
New York designated for the foregoing



5









 







purposes and may from time to time designate one or more other offices or agencies for the
foregoing purposes and may from time to time rescind such designations. The Company hereby
initially appoints The Bank of New York (Luxembourg) S.A. at its office at Aerogolf Center, 1A
Hoehenhof, L-1736 Senningerberg, Luxembourg, to act as a Luxembourg Paying Agent, Transfer Agent
and Listing Agent under the Indenture and The Bank of New York (Luxembourg) S.A. by its execution
hereof, hereby accepts such appointment. The Trustee, the Registrar, each Paying Agent and
Transfer Agent shall keep copies of the Indenture available for inspection and copying by holders
of the Notes during normal business hours at their respective offices.



     Notwithstanding the foregoing, a Holder of the Peso equivalent of U.S.$10 million or more in
aggregate principal amount of certificated Notes on a Regular Record Date shall be entitled to
receive interest payments, if any, on any Interest Payment Date, other than an Interest Payment
Date that is also the date of Maturity, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the Trustee not less than
15 calendar days prior to the applicable Interest Payment Date. Any wire transfer instructions
received by the Trustee will remain in effect until revoked by the Holder. Any interest not
punctually paid or duly provided for on a certificated note on any interest payment date other than
the maturity date will cease to be payable to the Holder of the Note as of the close of business on
the related record date and may either be paid (1) to the person in whose name the certificated
note is registered at the close of business on a special record date for the payment of the
defaulted interest that is fixed by the Company, written notice of which will be given to the
holders of the notes not less than 30 calendar days prior to the special record date, or (2) at any
time in any other lawful manner.



       Section 208 Redemption of the Securities.



     The Notes are redeemable by the Company pursuant to Sections 1008 and 1009 of the Original
Indenture in accordance with Article Eleven thereof.



       Section 209 Denominations.



     Interests in the Notes shall be in minimum denominations of Ps.1,000,000 and integral
multiples of Ps.100,000 in excess thereof.



       Section 210 Payment Currency.



     While the Notes are denominated in Mexican Pesos, payments of principal, interest, Additional
Amounts and any other amounts due in respect of the Notes will be made in Dollars, except as
provided below, in amounts determined by translating the Mexican Peso amounts into Dollars at the
Settlement Rate on the applicable Rate Calculation Date.



     A Holder of the Notes may elect to receive payment of principal, interest, Additional Amounts
and any other amounts due in respect of the Notes in Mexican Pesos. A Holder who wishes to elect
to receive a particular payment in Mexican Pesos must notify the principal paying agent no later
than the eighth day preceding the



6









 







applicable payment date (but not earlier than the applicable record date). Holders who wish
to receive payments in Mexican Pesos must deliver a separate notice of any such election with
respect to each payment date. Holders who own beneficial interests in a Global Security through
accounts with Clearstream Banking or Euroclear must arrange to have such notice given on their
behalf.



       Section 211 Applicability of Certain Indenture Provisions.



     All Sections of the Original Indenture shall apply to the Notes, except for Articles Twelve
and Thirteen.



       Section 212 Security Registrar and Paying Agent.



     The Trustee shall be Security Registrar and the initial Paying Agent and initial Transfer
Agent for the Notes (subject to the Company’s right (subject to Section 1002 of the Indenture) to
remove the Trustee as such Paying Agent and or Transfer Agent with respect to each series and or,
from time to time, to designate one or more co-registrars and one or more other Paying Agents and
Transfer Agents and to rescind from time to time any such designations), and The City of New York
is designated as a Place of Payment for the Notes. The Company shall maintain a Paying Agent and
Transfer Agent in Luxembourg for so long as any Notes are listed on the Luxembourg Stock Exchange
for trading on the Euro MTF.



       Section 213 Global Securities.



     Form of Securities. The Notes may be issued in whole or in part in the form of one or
more Global Securities in fully registered form. No Notes will be issued in bearer form. The
initial Depositary for the Global Securities shall be The Bank of New York as Common Depositary for Euroclear and Clearstream, and the depositary arrangements shall
be those employed by whoever shall be the Depositary with respect to the Notes from time to time.



     Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian
therefore, and each such Global Security shall constitute a single Security for all purposes of
this Indenture.



     Notwithstanding any other provision in this Indenture or the Securities, no Global Security
may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person, other than the Depositary or a
nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable
to continue as Depositary for such Global Security and a successor Depositary has not been
appointed within 90 days, or (B) the Depositary has ceased to be a clearing agency registered under
the Exchange Act, or (C) the Company in its sole discretion determines that the Global Securities
(in whole not in part) should be exchanged for certificated Notes and delivers a written notice to
such effect to the Trustee or (D) there shall have occurred and be continuing an Event of



7









 







Default with respect to such Global Security. If any of these events occur, the Trustee will
reissue the Global Securities in fully certificated registered form to holders of beneficial
interests in the Global Securities and will recognize the registered holders of the certificated
Notes as Holders under the Indenture.



     Each time that the Company transfers or exchanges a new Note in certificated form for another
Note in certificated form, and after the Transfer Agent receives a completed assignment form, the
Company will make available for delivery the new definitive Note at, as the case may be, the
offices of the Transfer Agent in New York City or at the main office of the Transfer Agent in
Luxembourg. Alternatively, at the option of the person requesting the transfer or exchange, the
Company will mail, at that person’s risk, the new definitive Note to the address of the person that
is specified in the assignment form. In addition, if the Company issues Notes in certificated
form, then it will make payments of, interest on and any other amounts payable under the Notes to
Holders in whose names Notes in certificated form, are registered at the close of business on the
record date for these payments. If the Notes are issued in certificated form, the Company will
make payments of principal and any redemption payments against the surrender of these certificated
Notes at the offices of the Paying Agent in New York City or, as long as the Notes are listed on
the Luxembourg Stock Exchange for trading on the Euro MTF, at the main office of the Paying Agent
in Luxembourg.



     If the Company issues the Notes in certificated registered form, so long as the notes are
listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Company will maintain a
paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in
Luxembourg in a leading newspaper having general circulation in Luxembourg (which is expected to be
d’Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having
general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent
in Luxembourg.



     Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered
form, without interest coupons, shall have an aggregate principal amount equal to that of such
Global Security or portion thereof to be so exchanged, shall be registered in such names and be in
such denominations as the Depositary shall designate and shall bear any legends required hereunder.
Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the
Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either
such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian
for the Depositary or its nominee with respect to such Global Security, the principal thereof shall
be reduced, by an amount equal to the portion thereof to be so exchanged, by means of any
appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment,
the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the
order of the Depositary or an authorized representative thereof.



     The provisions of the “Operating Procedures of the Euroclear System” and the
“Terms and Conditions Governing Use of Euroclear” and the “Management



8









 







Regulations” and “Instructions to Participants” of Clearstream Banking, respectively,
shall be applicable to any Global Security insofar as interests in such Global Security are held by
the agent members of Euroclear or Clearstream Banking. Account holders or participants in
Euroclear and Clearstream Banking shall have no rights under the Indenture with respect to such
Global Security, and the Depositary or its nominee may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall 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 impair the operation of customary practices
governing the exercise of the rights of a holder of any Security.



       Section 214 [INTENTIONALLY OMITTED]



       Section 215 Sinking Fund.



     The Notes shall not be subject to any sinking fund or similar provision and shall not be
redeemable at the option of the holder thereof.



       Section 216 Conversion; Exchange.



     The Notes shall not be convertible into Common Stock.



       Section 217 Amendments.



     This Supplemental Indenture may be amended by the Company without the consent of any holder of
the Notes in order for the restrictions on transfer contained herein to be in compliance with
applicable law or the Applicable Procedures.



       Section 218 Applicable Procedures.



     Notwithstanding anything else herein, the Company shall not be required to permit a transfer
to a Global Note that is not permitted by the Applicable Procedures.



       Section 219 Paying and Transfer Agent.



     The Bank of New York (Luxembourg) S.A. agrees that the provisions of Section 1003 of the
Original Indenture shall be binding on it as Paying Agent and Transfer Agent.



       Section 220 ISIN Numbers.



     Section 311 of the Original Indenture is hereby amended and restated with respect to the Notes
(but not with respect to any other series of Securities) as follows:




“The Company in issuing the Notes may use ‘ISIN’ numbers (if then generally in
use), and, if so, the Trustee shall use ‘ISIN’ numbers in



9









 







notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission
of such numbers. The Company will promptly notify the Trustee in writing of any
change in the ‘ISIN’ numbers. The Company may also use a ‘Common Code’ number.”



       Section 221 Calculation Agent.



     (a) As long as any Notes are outstanding, the Company shall maintain a calculation
agent for calculating the Settlement Rate in respect of the Notes (a “Calculation Agent”).
The Calculation Agent shall determine the Settlement Rate applicable to the Notes in
accordance with Section 210 hereof and the Dollars to be paid per Ps.1,000,000 principal
amount of Notes.



          The Calculation Agent shall notify, in writing to the Company, the Trustee and any
Paying Agent of each Settlement Rate and the Dollar amounts to be paid per Ps.1,000,000
principal amount of Notes as soon as reasonably practicable after determination thereof
(and in no case later than one Business Day prior to the applicable Interest Payment Date,
Redemption Date, Stated Maturity or other Maturity). In addition, the Calculation Agent
shall provide, promptly after determination thereof (and in no case later than one Business
Day prior to the applicable Interest Payment Date, Redemption Date, Stated Maturity or
other Maturity), the Settlement Rate and the Dollar amounts to be paid per Ps.1,000,000
principal amount of Notes in the same manner as for giving notice to Holders of the Notes
pursuant to Section 106 of the Original Indenture and, for so long as any Notes are listed
on the Euro MTF and its rules so require, in a newspaper with general circulation in
Luxembourg in accordance with the rules and regulations of the Euro MTF.



          The determinations of the Calculation Agent shall, in the absence of manifest error,
be conclusive and final for all purposes and binding on the Company, the Trustee, the
Depositary and on the Holders of the Notes.



     (b) The Company hereby appoints The Bank of New York as the initial Calculation Agent
with respect to the Notes, and The Bank of New York hereby accepts such appointment in such
capacity and its obligations as set forth in this Eleventh Supplemental Indenture upon the
terms and conditions set forth in this Eleventh Supplemental Indenture.



     (c) The Company hereby agrees to pay the Calculation Agent its reasonable fees and
expenses as agreed upon separately in writing.



10









 





     (d) The Calculation Agent accepts its obligations set forth herein upon the terms and
conditions hereof, including the following terms and conditions (to all of which the
Company agrees);




     (i) in acting under this Eleventh Supplemental Indenture and in connection
with the Notes, the Calculation Agent, acting as agent for the Company, does not
assume any obligation toward, or any relationship of agency or trust or fiduciary
for or with, any of the Holders of the Notes;




     (ii) unless herein otherwise specifically provided, any order, certificate,
notice, request or communication from the Company made or given in writing under
any provision of this Eleventh Supplemental Indenture shall be sufficient if signed
by any person whom the Calculation Agent reasonably believes to be a duly
authorized officer or attorney-in-fact of the Company;




     (iii) the Calculation Agent shall be obligated to perform only such duties as
are set forth specifically herein, in the Notes or in this Eleventh Supplemental
Indenture and any duties necessarily incidental thereto;




     (iv) the Calculation Agent shall be protected and shall incur no liability for
or in respect of any action taken or omitted to be taken or anything suffered by it
in reliance upon any provision contained in the Notes, this Eleventh Supplemental
Indenture or any information supplied to it by an officer of the Company;




     (v) the Calculation Agent shall incur no liability hereunder except for loss
sustained by reason of its or its employees’ or agents’ gross negligence, willful
misconduct or bad faith;




     (vi) the Calculation Agent shall not be required 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;




     (vii) the Calculation Agent may consult with counsel of its own choice 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 reliance thereon;




     (viii) the Calculation Agent makes no representations as to the validity or
sufficiency of this Eleventh Supplemental Indenture; and




     (ix) the Calculation Agent shall in no event be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including, without
limitation, lost profits), even if the Calculation Agent



11









 







has been advised of the likelihood of such loss or damage and regardless of
the form of action.



     (e) The Company shall have the right to remove the Calculation Agent from such
capacity at its discretion. The Company shall appoint a bank, trust company, investment
banking firm or other financial institution to act as the successor Calculation Agent to
The Bank of New York or any of its successors in that capacity in the event that:




     (i) any acting Calculation Agent is unable or unwilling to act;




     (ii) any acting Calculation Agent fails to comply with its obligations under
this Eleventh Supplemental Indenture; or




     (iii) the Company proposes to remove the Calculation Agent.



     (f) The Company agrees to indemnify the Calculation Agent to the same extent as the
Trustee under Section 607 of the Original Indenture.



ARTICLE III




MISCELLANEOUS PROVISIONS




     The Trustee makes no undertaking or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Eleventh Supplemental Indenture or the proper authorization or the due execution hereof by the
Company or for or in respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.



     Except as expressly amended hereby, the Original Indenture shall continue in full force and
effect in accordance with the provisions thereof and the Original Indenture is in all respects
hereby ratified and confirmed.



     This Eleventh Supplemental Indenture and all its provisions shall be deemed a part of the
Original Indenture in the manner and to the extent herein and therein provided. This Eleventh
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to conflicts of laws principles thereof other than Section 5-1401
of the New York General Obligations Law.



     This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



12









 





     IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be
duly executed as of the day and year first above written.



	 	 	 	 	 
	 	GRUPO TELEVISA, S.A.B.,

as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	Salvi Folch Viadero	 
	 	 	Title:  	Chief Financial Officer	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jorge Lutteroth Echegoyen	 
	 	 	Title:  	Vice President and Controller	 
	 



Signature Page to the Eleventh Supplemental Indenture




 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	As Trustee, Registrar, Paying Agent and Transfer Agent
	 
	 	 	 	 	 	 
	 

	 	BY	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






2









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK (LUXEMBOURG) S.A.
	 	 	as Luxembourg Paying Agent, Transfer Agent and Listing Agent
	 
	 	 	 	 	 	 
	 

	 	BY	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






3









 





Exhibit A




			
	No. 1
	 	Ps.    

	ISIN No.	 	 
	Common Code	 	 






Grupo Televisa, S.A.B.




8.49% Senior Exchange Note due 2037




     Grupo Televisa, S.A.B., a publicly traded limited liability stock corporation (sociedad
anónima bursátil), organized under the laws of the United Mexican States (hereinafter called the
“Company,” which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to The Bank of New York Depositary (Nominees)
Limited, or registered assigns, the principal sum of     Mexican Pesos (Ps.     ) on May 11,
2037, and to pay interest thereon from May 9, 2007, or, after
the First Interest Payment Date, from the most recent date to which interest
has been paid or provided for, semiannually on May 11 and November 11, in each year (each, an
“Interest Payment Date”), commencing November 11, 2007, at the rate of 8.49% per annum,
until the principal hereof is paid or made available for payment. Interest on this Note shall be
calculated on the actual number of days during the relevant interest period and a 360-day year. If
any payment is due on the Note on a day that is not a Business Day, the related payment of
principal, interest, premium and Additional Amounts will be made on the next succeeding Business
Day; provided that interest will accrue on the principal of the Notes at the applicable interest
rate from the original Interest Payment Date to (but excluding) that next Business Day or Interest
Payment Date. The interest so payable and paid or provided for on any Interest Payment Date will,
as provided in such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding such
Interest Payment Date. Any such interest which is payable, but is not paid or provided for, on any
Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the
relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice
whereof shall be given to the Holders of Notes of this Series not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in such Indenture.



     Payment of principal, interest, Additional Amounts and any other amounts due on this Note will
be made at the office or agency of the Company maintained for that purpose in The Borough of
Manhattan, The City of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of



 









 







public and private debts or, subject to certain conditions as set forth in the reverse hereof,
Mexican Pesos; provided, however, that, at the option of the Company, interest may be paid by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register; provided, further, that payment to the Depositary may be made by wire transfer to the
account designated by the Depositary in writing.



     This
Note is a global Security issued on the date hereof which represents Ps.      of the
principal amount of the Company’s 8.49% Senior Exchange Notes due 2037. This Note is one of a duly
authorized issue of securities of the Company (herein called the “Notes”) issued and to be
issued in one series under an Indenture dated as of August 8, 2000, as supplemented by the First
Supplemental Indenture dated as of August 8, 2000, the Second Supplemental Indenture dated as of
January 19, 2001, the Third Supplemental Indenture dated as of September 13, 2001, the Fourth
Supplemental Indenture dated as of March 11, 2002, the Fifth Supplemental Indenture dated as of
March 8, 2002, and the Sixth Supplemental Indenture dated as of July 31, 2002, the Seventh
Supplemental Indenture dated as of March 18, 2005, the Eighth Supplemental Indenture dated as of
May 26, 2005, the Ninth Supplemental Indenture dated as of September 6, 2005, the Tenth
Supplemental Indenture dated as of May 9, 2007 (herein called, together with the Eleventh
Supplemental Indenture referred to below and all other indentures supplemental thereto, the
“Indenture”) between the Company and The Bank of New York, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof,
initially limited (subject to exceptions provided in the Indenture) to the aggregate principal
amount specified in the Eleventh Supplemental Indenture between the Company, The Bank of New York,
as Trustee, Registrar, Paying Agent, Transfer Agent, and Calculation Agent and The Bank of New York
(Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Listing Agent, dated as of
      , 2007, establishing the terms of the Notes pursuant to the Indenture (the “Eleventh
Supplemental Indenture”).



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes of each series issued under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount of the Notes at
the time Outstanding of each series affected thereby. For all purposes of the Indenture, holders
of the Notes issued under the Eleventh Supplemental Indenture will vote together with holders of
the Notes issued pursuant to the Tenth Supplemental Indenture who do not exchange such Notes for
new Notes pursuant to the exchange offer being consummated pursuant to the terms of the
Registration Rights Agreements that were attached as Exhibit F to the Tenth



 









 







Supplemental Indenture, as a single series of Notes. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of the Notes of any
series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note or such Notes.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note, at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.



     As provided in the Indenture and subject to certain limitations set forth therein and in this
Note, the transfer of this Note may be registered on the Security Register upon surrender of this
Note for registration of transfer at the office or agency of the Company maintained for the purpose
in any place where the principal of and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Notes are issuable in book-entry fully registered form without coupons in integral multiples of Ps.100,000 as specified in the Eleventh
Supplemental Indenture establishing the terms of the Notes and as more fully provided in the
Original Indenture. As provided in the Original Indenture, and subject to certain limitations set
forth in the Original Indenture and in this Note, the Notes are exchangeable for a like aggregate
principal amount of Notes of this Series in different authorized denominations, as requested by the
Holders surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith, other than in certain cases provided in the Indenture.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     The Indenture contains provisions whereby (i) the Company may be discharged from its
obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be
released from its obligation under specified covenants and agreements



 









 







in the Indenture, in each case if the Company irrevocably deposits with the Trustee, as trust
funds in trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders, of (i) an amount in Dollars or in Mexican
Pesos, in which such senior debt securities, together with all interest appertaining thereto, are
then specified as payable at their stated maturity, or (ii) an amount of Government Obligations
applicable to such senior debt securities and the interest appertaining thereto (determined on the
basis of the currency in which such senior debt securities and interest appertaining thereto are
then specified as payable at their stated maturity), which through the scheduled payment of
principal and interest in accordance with their terms will provide money, or (iii) a combination
thereof in an amount, in any case, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge the entire indebtedness on all Notes of this series, and satisfies
certain other conditions, all as more fully provided in the Indenture.



     This Note shall be governed by and construed in accordance with the laws of the State of New
York without giving effect to any provisions relating to conflicts of laws other than Section
5-1401 of the New York General Obligations Law.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any
purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	GRUPO TELEVISA, S.A.B.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ricardo Maldonado Yáñez
	 	 	 	 	 	Name:
	 	Jorge Lutteroth Echegoyen	 	 
	 	 	Title:	 	Secretary of the Board of Directors of Grupo Televisa S.A.B.	 	 	 	Title:	 	Vice President and Controller	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Salvi Rafael Folch Viadero	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:        , 2007	 	 	 	The Bank of New York,	 	 
	 	 	 	 	 	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





FORM OF REVERSE OF SECURITY




     This Note is one of a duly authorized issue of Notes of the Company designated as its 8.49%
Senior Exchange Notes due 2037 (hereinafter called the “Notes”), limited in aggregate
principal amount to Ps.4,500,000,000, issued and to be issued under a Eleventh Supplemental
Indenture, dated as of      , 2007 (hereinafter called the “Eleventh Supplemental
Indenture”), among the Company, The Bank of New York, as Trustee, Registrar, Paying Agent,
Transfer Agent, and Calculation Agent, and The Bank of New York (Luxembourg) S.A., as Luxembourg
Paying Agent, Transfer Agent and Listing Agent.



     Payment of principal, interest, additional amounts and any other amounts due in respect of the
Notes will be made, except as provided below, in Dollars, in amounts determined by translating the
Mexican Peso amounts into Dollars at the Settlement Rate on the applicable Rate Calculation Date.



     For the purposes of translating Mexican Peso amounts into Dollars:



     “Settlement Rate” shall mean the Mexican Peso / U.S. Dollar exchange rate, or the “FIX FX
Rate,” reported by the Banco de México (Bank of Mexico, or “Central Bank”) as the average of quotes
in the wholesale foreign exchange market in Mexico for transactions payable in 48 hours on its
website (which, at the date hereof, is located at http://www.banxico.gob.mx) on the applicable Rate
Calculation Date. In the event that the FIX FX Rate is not so available by 3:00 p.m. (Mexico City
time) on any Rate Calculation Date, then the Settlement Rate for such Rate Calculation Date shall
be determined by taking the arithmetic mean (such mean, the “Alternative Rate”) of the Mexican Peso
/ U.S. Dollar exchange rate for the foreign exchange market in Mexico for transactions payable in
48 hours offered at or about such time on such date by (i) Banco Nacional de México, S.A.,
Institución de Banca Múltiple, (ii) Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo
Financiero Inbursa, (iii) Bank of America Global FX, (iv) HSBC México, S.A., Institución de Banca
Múltiple, Grupo Financiero HSBC and (v) JPMorgan Chase Bank, N.A. (the “Reference Banks”);
provided, however, that if any of the Reference Banks ceases to offer such an exchange rate, that
bank shall be replaced by the Company, for the purpose of determining the Alternative Rate, with
another leading bank or financial institution. In the event that neither the FIX FX Rate nor the
Alternative Rate can be ascertained on a Rate Calculation Date in accordance with the foregoing,
the Company shall determine the Settlement Rate (and method of determining the Settlement Rate) in
respect of such date in its sole and absolute discretion, taking into consideration all available
information that in good faith it deems relevant.



     “Rate Calculation Date” shall mean the second Mexican FX Day immediately preceding an interest
payment date, maturity date or redemption date, as applicable. Notwithstanding the preceding
sentence, if the Rate Calculation Date is not a business day, then the Rate Calculation Date shall
be the immediately preceding Mexican FX day (i.e., prior to such second Mexican FX Day) that is a
business day. For purposes of such calculation, “business day” shall mean each Monday, Tuesday,
Wednesday, Thursday



 









 







and Friday that is (i) not a day on which banking institutions in New York City or Mexico City
generally are authorized or obligated by law, regulation or executive order to close and (ii) a day
on which banks and financial institutions in Mexico are open for business with the general public
(it being understood that payments will be made on the Notes only on days other than a Saturday,
Sunday or other day on which banking institutions in London are authorized or obligated by law,
regulation or executive order to close).



     “Mexican FX Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is (i)
not a day on which banking institutions or foreign exchange markets in Mexico City generally are
authorized or obligated by law, regulation or executive order to close and (ii) a day on which
banking institutions and foreign exchange markets in Mexico City are open for business with the
general public.



     A Holder of the Notes may elect to receive payment of principal, interest, additional amounts
and any other amounts due in respect of the notes in Mexican Pesos. A Holder who wishes to elect
to receive a particular payment in Mexican Pesos must notify the principal paying agent no later
than the eighth day preceding the applicable payment date (but not earlier than the applicable
record date). Holders who wish to receive payments in Mexican Pesos must deliver a separate notice
of any such election with respect to each payment date. Holders who own beneficial interests in
the Global Note through accounts with Clearstream Banking or Euroclear must arrange to have such
notice given on their behalf.



     Additional Amounts. All payments of amounts due in respect of the Notes by the Company will
be made without withholding or reduction for or on account of any present or future taxes or duties
of whatever nature imposed or levied by or on behalf of Mexico any political subdivision thereof or
any agency or authority in or of Mexico (“Taxes”) unless the withholding or deduction of
such Taxes is required by law or by the interpretation or administration thereof. In that event,
the Company will pay such additional amounts (“Additional Amounts”) as may be necessary in
order that the net amounts receivable by the Holders after such withholding or deduction shall
equal the respective amounts which would have been receivable in respect of the Notes, in the
absence of such withholding or deduction, which Additional Amounts shall be due and payable when
the amount to which such Additional Amounts relate are due and payable; except that no such
Additional Amounts shall be payable with respect to:




     (i) any Taxes which are imposed on, or deducted or withheld from, payments made to the
Holder or beneficial owner of the Notes by reason of the existence of any present or former
connection between the Holder or beneficial owner of the Notes (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder
or beneficial owner, if such Holder or beneficial owner is an estate, trust, corporation or
partnership) and Mexico (or any political subdivision or territory or possession thereof or
area subject to its jurisdiction) (including, without limitation, such Holder or beneficial
owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) (x) being
or having been a citizen or resident thereof, (y) maintaining or having



 









 







maintained an office, permanent establishment, fixed base or branch therein, or (z)
being or having been present or engaged in trade or business therein) other than the mere
holding of such Notes or the receipt of amounts due in respect thereof;




     (ii) any estate, inheritance, gift, sales, stamp, transfer or personal property Tax;




     (iii) any Taxes that are imposed on, or withheld or deducted from, payments made to
the Holder or beneficial owner of the Notes to the extent such Taxes would not have been so
imposed, deducted or withheld but for the failure by such Holder or beneficial owner of
such Notes to comply with any certification, identification, information, documentation or
other reporting requirement concerning the nationality, residence, identity or connection
with Mexico (or any political subdivision or territory or possession thereof or area
subject to its jurisdiction) of the Holder or beneficial owner of such Notes if (x) such
compliance is required or imposed by a statute, treaty, regulation, rule, ruling or
administrative practice in order to make any claim for exemption from, or reduction in the
rate of, the imposition, withholding or deduction of any Taxes, and (y) at least 60 days
prior to the first payment date with respect to which the Company shall apply this clause
(iii), the Company shall have notified all the Holders of Notes, in writing, that such
Holders or beneficial owners of the Notes will be required to provide such information or
documentation;




     (iv) any Taxes imposed on, or withheld or deducted from, payments made to a Holder or
beneficial owner of the Notes at a rate in excess of the 4.9% rate of Tax in effect on the
date hereof and uniformly applicable in respect of payments made by the Company to all
Holders or beneficial owners eligible for the benefits of a treaty for the avoidance of
double taxation to which Mexico is a party without regard to the particular circumstances
of such Holders or beneficial owners (provided that, upon any subsequent increase in the
rate of Tax that would be applicable to payments to all such Holders or beneficial owners
without regard to their particular circumstances, such increased rate shall be substituted
for the 4.9% rate for purposes of this clause (iv)), but only to the extent that (x) such
Holder or beneficial owner has failed to provide on a timely basis, at the reasonable
request of the Company (subject to the conditions set forth below), information,
documentation or other evidence concerning whether such Holder or beneficial owner is
eligible for benefits under a treaty for the avoidance of double taxation to which Mexico
is a party if necessary to determine the appropriate rate of deduction or withholding of
Taxes under such treaty or under any statute, regulation, rule, ruling or administrative
practice, and (y) at least 60 days prior to the first payment date with respect to which
the Company shall make such reasonable request, the Company shall have notified the Holders
of the Notes, in writing, that such Holders or beneficial owners of the Notes will be
required to provide such information, documentation or other evidence;



 









 






     (v) to or on behalf of a Holder of the Notes in respect of Taxes that would not have
been imposed but for the presentation by such Holder for payment on a date more than 15
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 Holders, whichever occurs
later, except to the extent that the Holder of such Notes would have been entitled to
Additional Amounts in respect of such Taxes on presenting such Notes for payment on any
date during such 15-day period; or




     (vi) any combination of (i), (ii), (iii), (iv) or (v) above (the Taxes described in
clauses (i) through (vi), for which no Additional Amounts are payable, are hereinafter
referred to as “Excluded Taxes”).



     Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional
Amounts set forth in clauses (iii) and (iv) above shall not apply if (a) the provision of
information, documentation or other evidence described in such clauses (iii) and (iv) 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 U.S. and
Mexican law, rules, regulations or administrative practice) than comparable information or other
reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as
IRS Forms W-8BEN and W-9) or (b) Rule 3.23.8 issued by the Secretaría de Hacienda y Crédito
Público (Ministry of Finance and Public Credit), or a substantially similar successor of such rule
is in effect, unless the provision of the information, documentation or other evidence described in
clauses (iii) and (iv) is expressly required by statute, regulation, rule, ruling or administrative
practice in order to apply Rule 3.23.8 (or a substantially similar successor of such rule), the
Company cannot obtain such information, documentation or other evidence on its own through
reasonable diligence and the Company otherwise would meet the requirements for application of Rule
3.23.8 (or such other successor of such rule). In addition, such clauses (iii) and (iv) shall not
be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial
institution or any other Holder register with the Ministry of Finance and Public Credit for the
purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax
or to require that a Holder or beneficial owner certify or provide information concerning whether
it is or is not a tax-exempt pension or retirement fund.



     At least 30 days prior to each date on which any payment under or with respect to the Notes is
due and payable, if the Company will be obligated to pay Additional Amounts with respect to such
payment (other than Additional Amounts payable on the date of the Indenture or Supplemental
Indenture relating to such Notes), the Company will deliver to the relevant Trustee an Officers’
Certificate stating the fact that such Additional Amounts will be payable and the amounts so
payable and will set forth such other information necessary to enable the relevant Trustee to pay
such Additional Amounts to Holders on the payment date. Whenever either in the Indenture or such
Supplemental Indenture there is mentioned, in any context, the payment of principal (and premium,
if any), interest or any other amount payable under or with respect to any Notes, such mention
shall be deemed to include mention of the payment of Additional



 









 







Amounts to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.



     Optional Redemption. The Company may redeem any of the Notes (the “Optional Redemption”) in
whole or in part, at any time or from time to time prior to their maturity, upon not less than 30
days’ nor more than 60 days’ prior notice of the date for such redemption (the “Redemption Date”)
mailed by first-class mail to each Holder’s registered address, at a redemption price equal to the
greater of (1) 100% of the principal amount of such Notes redeemed and (2) the sum of the present
values of each remaining scheduled payment of principal and interest thereon (exclusive of interest
accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (calculated
on the basis of the actual number of days in each such remaining interest period and a 360-day
year) at the M Bono Rate (the “Make-Whole Amount”), plus in each case accrued and unpaid interest
on the principal amount of the Notes to the Redemption Date.



     “M Bono Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the
Comparable M Bono Issue, assuming a price for the Comparable M Bono Issue (expressed as a
percentage of its principal amount) equal to the Comparable M Bono Price for such redemption date.



     “Comparable M Bono Issue” means the Mexican Bonos de Desarrollo del Gobierno Federal con Tasa
de Interés Fija security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that
would be utilized, at the time of the selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a comparable maturity to the
remaining term of the notes.



     “Independent Investment Banker” means one of the Reference M Bono Dealers appointed by the
Company.



     “Comparable M Bono Price” means, with respect to any redemption date (1) the average of the
Reference M Bono Dealer Quotations for such redemption date, after excluding the highest and lowest
such Reference M Bono Dealer Quotation or (2) if the Company obtains fewer than four such Reference
M Bono Dealer Quotations, the average of all such quotations.



     “Reference M Bono Dealer” means (i) Casa de Bolsa Santander S.A., (ii) ING (México) S.A. de
C.V. Casa de Bolsa, (iii) BBVA Bancomer S.A., (iv) Banco Nacional de México, S.A., Institución de
Banca Múltiple, Grupo Financiero Banamex and (v) HSBC México, S.A., Institución de Banca Múltiple,
Grupo Financiero HSBC, or their affiliates that are primary Mexican government securities dealers;
provided, however, that if any of the foregoing shall cease to be a primary Mexican government
securities dealer in Mexico City (a “Primary M Bono Dealer”), the Company will substitute therefor
another Primary M Bono Dealer.



 









 





     “Reference M Bono Dealer Quotation” means, with respect to each Reference M Bono Dealer and
any redemption date, the average, as determined by the Company, of the bid and asked prices for the
Comparable M Bono Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference M Bono Dealer at 2:30 pm Mexico City time on the third
business day preceding such redemption date.



     On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of
the Notes called for redemption (unless the Company defaults in the payment of the redemption price
and accrued interest). On or before the Redemption Date, the Company will deposit with the Trustee
money sufficient to pay the Make-Whole Amount and (unless the redemption date shall be an interest
payment date) accrued interest to the redemption date on the Notes to be redeemed on such date. If
less than all of the Notes are to be redeemed, the notes to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem appropriate.



     The election of the Company to redeem the Notes shall be evidenced by a certificate (a
“Make-Whole Redemption Certificate”) of an officer of the Company, which certificate shall be
delivered to the Trustee. The Company shall, not less than 45 days nor more than 60 days prior to
the Redemption Date, notify the Trustee in writing of such Redemption Date and of all other
information necessary to the giving by the Trustee of notices of the Optional Redemption. The
Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in
the Make-Whole Redemption Certificate and shall be under no duty to check the accuracy or
completeness thereof. Such notice shall be irrevocable and upon its delivery the Company shall be
obligated to make the payment or payments to the Trustee referred to therein at least two Business
Days prior to such Redemption Date.



     Notice of the Optional Redemption shall be given by the Trustee to the holders, in accordance
with the provisions of Section 106 of the Original Indenture, upon the mailing by first-class
postage prepaid to each holder at the address of such holder as it appears in the Register not less
than 30 days nor more than 60 days prior to the Redemption Date.



     The notice of Optional Redemption shall state:



     (i) the Redemption Date;



     (ii) the Make-Whole Amount;



     (iii) the sum of all other amounts due to the holders under the Notes and the Indenture;



     (iv) that on the Redemption Date the Make-Whole Amount will become due and payable upon each
such Notes so to be redeemed;



 









 





     (v) the place or places, including the offices of our Paying Agent in Luxembourg, where such
Notes so to be redeemed are to be surrendered for payment of the Make-Whole Amount;



     (vi) the ISIN number of the Notes.



     Notice of the Optional Redemption having been given as aforesaid, the Notes so to be redeemed
shall, on the Redemption Date, become due and payable at the Make-Whole Amount therein specified.
Upon surrender of any such Notes for redemption in accordance with such notice, such Notes shall be
paid by the Paying Agent on behalf of the Company on the Redemption Date; provided that moneys
sufficient therefor have been deposited with the Trustee for the holders.



     Notwithstanding anything to the contrary in the Indenture or in the Notes, if a Make-Whole
Redemption Certificate has been delivered to the Trustee and the Company shall have paid to the
Trustee for the benefit of the holders (i) the Make-Whole Amount and (ii) all other amounts due to
the holders and the Trustee under the Notes and the Indenture, then neither the holders nor the
Trustee on their behalf shall any longer be entitled to exercise any of the rights of the holders
under the Notes other than the rights of the holders to receive payment of such amounts from the
Paying Agent and the occurrence of an Event of Default whether before or after such payment by the
Company to the Trustee for the benefit of the holders shall not entitle either the holders or the
Trustee on their behalf after such payment to declare the principal of any Notes then outstanding
to be due and payable on any date prior to the Redemption Date. The funds paid to the Trustee
shall be used to redeem the Notes on the Redemption Date.



     Repurchase of Notes upon a Change of Control. The Company must commence, within 30 days of
the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then
outstanding, at a purchase price equal to 101% of the principal amount of the Notes on the date of
repurchase, plus accrued interest (if any) to the date of purchase. The Company is not required to
make an Offer to Purchase following a Change of Control if a third party makes an Offer to Purchase
that would be in compliance with the provisions described in this Section if it were made by the
Company and such third party purchases (for the consideration referred to in the immediately
preceding sentence) the Notes validly tendered and not withdrawn. Prior to the mailing of the
notice to Holders and publishing such notice to holders in a daily newspaper of general circulation
in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any
Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that
would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (ii) obtain any
requisite consents under instruments governing any such indebtedness of the Company to permit the
repurchase of the Notes. The Company shall first comply with the covenant in the preceding
sentence before it shall be required to repurchase Notes pursuant to this covenant.



     Withholding Tax Redemption. The Notes are subject to redemption (“Withholding Tax
Redemption”) at any time (a “Withholding Tax Redemption Date”),



 









 







as a whole but not in part, at the election of the Company, at a redemption price equal to
100% of the unpaid principal amount thereof plus accrued and unpaid interest, if any, to and
including the Withholding Tax Redemption Date (the “Withholding Tax Redemption Price”) if, as a
result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any
political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any
amendment to or change in the rulings or interpretations relating to such laws, rules or
regulations made by any legislative body, court or governmental or regulatory agency or authority
(including the enactment of any legislation and the publication of any judicial decision or
regulatory determination) of Mexico, or any political subdivision or taxing authority or other
instrumentality thereof or therein, or (iii) any official interpretation, application or
pronouncement by any legislative body, court or governmental or regulatory agency or authority that
provides for a position with respect to such laws, rules or regulations that differs from the
theretofore generally accepted position, which amendment or change is enacted, promulgated, issued
or announced or which interpretation, application or pronouncement is issued or announced, in each
case, after the Closing Date, the Company has become or would become required to pay any Additional
Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate
of 10% on or from any payments under the Notes.



     The election of the Company to redeem the Notes shall be evidenced by a certificate (a
“Withholding Tax Redemption Certificate”) of a financial officer of the Company, which certificate
shall be delivered to the Trustee. The Company shall, not less than 35 days nor more than 45 days
prior to the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax
Redemption Date and of all other information necessary to the giving by the Trustee of notices of
such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the
information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be
under no duty to check the accuracy or completeness thereof Such notice shall be irrevocable and
upon its delivery the Company shall be obligated to make the payment or payments to the Trustee
referred to therein at least two Business Days prior to such Withholding Tax Redemption Date.



     Notice of Withholding Tax Redemption shall be given by the Trustee to the holders, in
accordance with the provisions of Section 106 of the Original Indenture, upon the mailing by
first-class postage prepaid to each holder at the address of such holder as it appears in the
Register not less than 30 days nor more than 60 days prior to the Withholding Tax Redemption Date.



     The notice of Withholding Tax Redemption shall state:




     (i) the Withholding Tax Redemption Date;




     (ii) the Withholding Tax Redemption Price;




     (iii) the sum of all other amounts due to the holders under the Notes and the
Indenture;



 









 






     (iv) that on the Withholding Tax Redemption Date the Withholding Tax Redemption Price
will become due and payable upon each such Note so to be redeemed;




     (v) the place or places, including the offices of our Paying Agent in Luxembourg,
where such Notes so to be redeemed are to be surrendered for payment of the Withholding Tax
Redemption Price; and




     (vi) the ISIN number of the Notes.



     Notice of Withholding Tax Redemption having been given as aforesaid, the Notes so to be
redeemed shall, on the Withholding Tax Redemption Date, become due and payable at the Withholding
Tax Redemption Price therein specified. Upon surrender of any such Notes for redemption in
accordance with such notice, such Notes shall be paid by the Paying Agent on behalf of the Company
on the Withholding Tax Redemption Date; provided that moneys sufficient therefor have been
deposited with the Trustee for the holders.



     Notwithstanding anything to the contrary in the Indenture or in the Notes, if a Withholding
Tax Redemption Certificate has been delivered to the Trustee and the Company shall have paid to the
Trustee for the benefit of the holders (i) the Withholding Tax Redemption Price and (ii) all other
amounts due to the holders and the Trustee under the Notes and the Indenture, then neither the
holders nor the Trustee on their behalf shall any longer be entitled to exercise any of the rights
of the holders under the Notes other than the rights of the holders to receive payment of such
amounts from the Paying Agent and the occurrence of an Event of Default whether before or after
such payment by the Company to the Trustee for the benefit of the holders shall not entitle either
the holders or the Trustee on their behalf after such payment to declare the principal of any Notes
then outstanding to be due and payable on any date prior to the Withholding Tax Redemption Date.
The funds paid to the Trustee shall be used to redeem the Notes on the Withholding Tax Redemption
Date.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.