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                                                                   Exhibit 4.4

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of July 15, 2003

                                     Made by

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

                               For the benefit of
                               the Holders of its
                    12 1/4 % Senior Amortizing Notes due 2008



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.   DEFINITIONS.......................................................1

SECTION 2.   REGISTERED EXCHANGE OFFER.........................................4

SECTION 3.   SHELF REGISTRATION................................................7

SECTION 4.   ADDITIONAL INTEREST...............................................8

SECTION 5.   REGISTRATION PROCEDURES...........................................9

SECTION 6.   REGISTRATION EXPENSES............................................17

SECTION 7.   INDEMNIFICATION..................................................18

SECTION 8.   RULES 144 AND 144A...............................................21

SECTION 9.   UNDERWRITTEN REGISTRATIONS.......................................21

SECTION 10.  MISCELLANEOUS....................................................22

     (a)  No Inconsistent Agreements..........................................22
     (b)  Adjustments Affecting Registrable Notes.............................22
     (c)  Amendments and Waivers..............................................22
     (d)  Notices.............................................................22
     (e)  Successors and Assigns..............................................23
     (f)  Counterparts........................................................23
     (g)  Headings............................................................23
     (h)  Governing Law.......................................................23
     (i)  Severability........................................................24
     (j)  Securities Held by the Company or Its Affiliates....................24
     (k)  Third Party Beneficiaries...........................................24
     (l)  Attorneys' Fees.....................................................24
     (m)  Entire Agreement....................................................24

SIGNATURES ..................................................................S-1


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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "Agreement"), dated as of
July 15, 2003, is made by AZTECA HOLDINGS, S.A. de C.V., a corporation (sociedad
anonima de capital variable) duly organized under the laws of the United Mexican
States (the "Company"), for the benefit of the Holders (as defined below) of the
Registrable Notes (as defined below).

          WHEREAS, this Agreement is entered into in connection with the
Company's offers to exchange (A) US$1,000 in principal amount of its 12 1/4 %
Senior Amortizing Notes due 2008 (the "Notes"), to be issued pursuant to the
terms of the Indenture (as defined below), for each US$1,000 in principal amount
of its 10 1/2% Senior Secured Notes due 2003 (the "10 1/2% Notes") and (B)
US$1,000 in principal amount of the Notes for each US$1,000 in principal amount
of its 10 3/4% Senior Secured Amortizing Notes due 2008 (the "10 3/4% Notes",
collectively, with the 10 1/2% Notes, the "Existing Notes").

          NOW, THEREFORE, in consideration of the foregoing and of the mutual
premises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and each Holder agree as follows:

          Section 1.     Definitions

          As used in this Agreement, the following terms shall have the
following meanings:

          "action" shall have the meaning set forth in Section 7(c) hereof.

          "Additional Interest" shall have the meaning set forth in Section 4(a)
hereof.

          "Additional Interest Payment Date" shall have the meaning set forth in
Section 4(b) hereof.

          "Advice" shall have the meaning set forth in Section 5 hereof.

          "Agreement" shall have the meaning set forth in the first introductory
paragraph hereto.

          "Applicable Period" shall have the meaning set forth in Section 2(b)
hereof.

          "Board of Directors" shall have the meaning set forth in Section 5
hereof.

          "Business Day" shall mean a day that is not a Legal Holiday.

          "Company" shall have the meaning set forth in the introductory
paragraph hereof and shall also include the Company's permitted successors and
assigns.

          "Commission" shall mean the Securities and Exchange Commission.

          "day" shall mean a calendar day.

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          "Delay Period" shall have the meaning set forth in Section 5 hereof.

          "Effectiveness Period" shall have the meaning set forth in Section
3(c) hereof.

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

          "Exchange Notes" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Offer Registration Statement" shall have the meaning set
forth in Section 2(a) hereof.

          "Holder" shall mean any holder of a Registrable Note or Registrable
Notes.

          "Indenture" shall mean the Indenture, dated as of July 15, 2003, by
and between the Company, as issuer, and The Bank of New York, as trustee,
pursuant to which the Notes are being issued, as amended, modified and/or
supplemented from time to time in accordance with the terms thereof.

          "Inspectors" shall have the meaning set forth in Section 5(n) hereof.

          "Issue Date" shall mean July 15, 2003, the date of original issuance
of the Notes.

          "Legal Holiday" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York or Mexico City, Mexico are required
by law, regulation or executive order to remain closed.

          "Losses" shall have the meaning set forth in Section 7(a) hereof.

          "Notes" shall have the meaning set forth in the second introductory
paragraph hereof.

          "Participant" shall have the meaning set forth in Section 7(a) hereof.

          "Participating Broker-Dealer" shall have the meaning set forth in
Section 2(b) hereof.

          "Person" shall mean an individual, corporation, partnership, joint
venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended, modified and/or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Notes or Exchange Notes covered by such
Registration Statement and all other amendments, modifications and supplements
to the Prospectus, including

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post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

          "Records" shall have the meaning set forth in Section 5(n) hereof.

          "Registered Exchange Offer" shall have the meaning set forth in
Section 2(a) hereof.

          "Registrable Notes" shall mean each Note upon its original issuance
and at all times subsequent thereto and each Exchange Note as to which Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto, in each case until (i) a Registration Statement covering such Note or
Exchange Note has been declared effective by the Commission and such Note or
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Registered Exchange Offer for an Exchange Note or Exchange Notes that may be
resold without restriction under state and federal securities laws, (iii) such
Note or Exchange Note, as the case may be, ceases to be outstanding for purposes
of the Indenture or (iv) such Note or Exchange Note has been sold in compliance
with Rule 144 or is salable pursuant to Rule 144(k).

          "Registration Default" shall have the meaning set forth in Section
4(a)(vi) hereof.

          "Registration Statement" shall mean any appropriate registration
statement of the Company covering any of the Registrable Notes filed with the
Commission under the Securities Act, and all amendments and supplements to any
such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Requesting Participating Broker-Dealer" shall have the meaning set
forth in Section 2(b) hereof.

          "Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144A) or regulation hereafter adopted by the Commission providing for
offers and sales of securities made in compliance therewith resulting in offers
and sales by subsequent holders that are not affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.

          "Rule 144A" shall mean Rule 144A promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.

          "Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

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

          "Shelf Filing Date" shall have the meaning set forth in Section
4(a)(iv) hereof.

          "Shelf Filing Event" shall have the meaning set forth in Section 2(c)
hereof.

          "Shelf Registration" shall have the meaning set forth in Section 3(a)
hereof.

          "Shelf Registration Statement" shall mean a Registration Statement
filed in connection with a Shelf Registration.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended.

          "Trustee" shall mean the trustee under the Indenture and the trustee
(if any) under any indenture governing the Exchange Notes.

          "Underwritten registration or underwritten offering" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

          Section 2.     Registered Exchange Offer

          (a)  The Company shall (i) file a Registration Statement (the
"Exchange Offer Registration Statement") within 90 days after the Issue Date
with the Commission on an appropriate registration form with respect to a
registered offer (the "Registered Exchange Offer") to exchange any and all of
the Registrable Notes for a like aggregate principal amount of notes (the
"Exchange Notes") that are identical in all material respects to the Notes
(except that the Exchange Notes shall not contain terms with respect to transfer
restrictions, Additional Interest upon a Registration Default and registration
rights), (ii) use its reasonable best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act within
180 days after the Issue Date and (iii) as soon as practicable after the
effectiveness of the Exchange Offer Registration Statement, offer the Exchange
Notes for Registrable Notes.

          The Company shall keep the Registered Exchange Offer open for not less
than 30 Days (or longer if required by applicable law) after the date notice of
the Registered Exchange Offer is mailed to Holders.

          Each Holder that participates in the Registered Exchange Offer will be
required to represent to the Company in writing that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Notes to be
received by it will be acquired in the ordinary course of its business, (ii) it
has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) it is not an affiliate
of the Company, as defined by Rule 405 of the Securities Act, or if it is an
affiliate of the Company, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes, (v) if such Holder is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making

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or other trading activities, it will deliver a Prospectus in connection with any
resale of such Exchange Notes and (vi) such Holder has full power and authority
to transfer the Notes in exchange for the Exchange Notes and that the Company
will acquire good and unencumbered title thereto free and clear of any liens,
restrictions, charges or encumbrances and not subject to any adverse claims.

          (b)  The Company and each Holder acknowledge that the staff of the
Commission has taken the position that any broker-dealer that elects to exchange
Notes that were acquired by such broker-dealer for its own account as a result
of market-making or other trading activities for Exchange Notes in the
Registered Exchange Offer (a "Participating Broker-Dealer") may be deemed to be
an "underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

          The Company and each Holder also acknowledge that the staff of the
Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.

          In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Company agrees
to keep the Exchange Offer Registration Statement continuously effective for a
period not less than 180 days after the date on which the Exchange Registration
Statement is declared effective, or such longer period if extended pursuant to
the last paragraph of Section 5 hereof (such period, the "Applicable Period"),
or such earlier date as all Requesting Participating Broker-Dealers shall have
notified the Company in writing that such Requesting Participating
Broker-Dealers have resold all Exchange Notes acquired in the Registered
Exchange Offer. The Company shall include a plan of distribution in such
Exchange Offer Registration Statement that meets the requirements set forth in
the preceding paragraph. For each Note surrendered in the Exchange Offer, the
Holder will receive an Exchange Note having a principal amount equal to that of
the surrendered Note. Interest on each Exchange Note issued pursuant to the
Exchange Offer will accrue from the last interest payment date on which interest
was paid on the Notes surrendered in exchange therefor or, if no interest has
been paid on the Notes, from the Issue Date.

          Upon consummation of the Registered Exchange Offer in accordance with
this Section 2, the Company shall have no further registration obligations other
than the Company's continuing registration obligations with respect to (i)
Exchange Notes held by Participating Broker-Dealers and (ii) Notes or Exchange
Notes as to which clause (c)(iv) of this Section 2 applies.


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          In connection with the Registered Exchange Offer, the Company shall:

          (1)  mail or cause to be mailed to each Holder entitled to participate
          in the Registered Exchange Offer a copy of the Prospectus forming part
          of the Exchange Offer Registration Statement, together with an
          appropriate letter of transmittal and related documents;

          (2)  utilize the services of a depositary for the Registered Exchange
          Offer with an address in the Borough of Manhattan, The City of New
          York;

          (3)  permit Holders to withdraw tendered Notes at any time prior to
          the close of business, New York time, on the last Business Day on
          which the Registered Exchange Offer shall remain open; and

          (4)  otherwise comply in all material respects with all applicable
          laws, rules and regulations.

          As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

          (1)  accept for exchange all Registrable Notes validly tendered and
          not validly withdrawn by the Holders pursuant to the Registered
          Exchange Offer, if any;

          (2)  deliver or cause to be delivered to the Trustee for cancellation
          all Registrable Notes so accepted for exchange; and

          (3)  cause the Trustee to authenticate and deliver promptly to each
          such Holder of Notes, Exchange Notes equal in principal amount to the
          Registrable Notes of such Holder so accepted for exchange.

          The Registered Exchange Offer shall not be subject to any conditions,
other than that (i) the Registered Exchange Offer does not violate applicable
law or any applicable interpretation of the staff of the Commission, (ii) no
action or proceeding shall have been instituted or threatened in any court or by
any governmental agency which might materially impair the ability of the Company
to proceed with the Registered Exchange Offer, and no material adverse
development shall have occurred in any existing action or proceeding with
respect to the Company and (iii) all governmental approvals shall have been
obtained, which approvals the Company deems necessary for the consummation of
the Registered Exchange Offer.

          The Exchange Notes shall be issued under (i) the Indenture or (ii) an
indenture identical in all material respects to the Indenture (in either case,
with such changes as are necessary to comply with any requirements of the
Commission to effect or maintain the qualification thereof under the TIA) and
which, in either case, has been qualified under the TIA and shall provide that
the Exchange Notes shall not be subject to the transfer restrictions set forth
in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes and the Notes shall vote and consent together on all matters as
one class and that none of the Exchange Notes or the Notes will have the right
to vote or consent as a separate class on any matter.

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          (c)  In the event that (i) any changes in any applicable law or the
applicable interpretations of the staff of the Commission do not permit the
Company to effect the Registered Exchange Offer, (ii) for any reason the
Registered Exchange Offer is not consummated within 210 days of the Issue Date,
(iii) any Holder is prohibited by law or the applicable interpretations of the
staff of the Commission from participating in the Registered Exchange Offer or
(iv) any Holder may not resell the Exchange Notes acquired by them in the
Registered Exchange Offer to the public without delivering a prospectus (each
such event referred to in clauses (i) to (iv) of this sentence, a "Shelf Filing
Event"), then the Company shall file a Shelf Registration pursuant to Section 3
hereof.

          Section 3.     Shelf Registration

          If at any time a Shelf Filing Event shall occur, then:

          (a)  The Company shall file with the Commission a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Notes not exchanged in the Registered Exchange
Offer and Registrable Notes as to which Section 2(c)(iii) hereof is applicable
(the "Shelf Registration"). The Company shall, as promptly as possible and in
any event on or prior to 45 days after such filing obligation arises, file with
the Commission the Shelf Registration Statement covering resales of the Notes or
the Exchange Notes, as the case may be.

          (b)  The Company shall use its reasonable best efforts to cause the
Shelf Registration Statement to be declared effective by the Commission on or
prior to the 90th day after such filing obligation arises.

          (c)  The Company shall keep the Shelf Registration Statement
continuously effective until the earliest of (1) the time when the Exchange
Notes covered by the Shelf Registration Statement can be sold pursuant to Rule
144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (2)
two years from the effective date of the Shelf Registration Statement
("Effectiveness Period") and (3) the date on which all Exchange Notes registered
thereunder are disposed of in accordance therewith; provided, however, that (i)
the Effectiveness Period in respect of the Shelf Registration shall be extended
to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein and (ii) the Company may suspend the effectiveness of
the Shelf Registration Statement by written notice to the Holders solely as a
result of the filing of (A) a post-effective amendment to the Shelf Registration
Statement to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs
to be declared effective to permit Holders to use the related Prospectus and (B)
the occurrence of events contemplated by the penultimate paragraph of Section 5
hereof.

          (d)  The Company agrees to supplement or make amendments to the Shelf
Registration Statement as and when required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration.

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          Section 4.     Additional Interest

          (a)  The Company agrees that the Holders will suffer damages if the
Company fails to fulfill its obligations under Section 2 or Section 3 hereof as
applicable and that it would not be feasible to ascertain the extent of such
damages with precision. The Company will pay additional cash interest (the
"Additional Interest") on the applicable Exchange Notes and Registrable Notes,
subject to certain exceptions:

               (i)   if the Company fails to file an Exchange Offer Registration
          Statement with the Commission on or prior to the 90th day after the
          Issue Date;

               (ii)  if the Exchange Offer Registration Statement is not
          declared effective by the Commission on or prior to the 180th day
          after the Issue Date;

               (iii) if the Registered Exchange Offer is not consummated on or
          before the 30th day after the Exchange Offer Registration Statement is
          declared effective;

               (iv)  if obligated to file the Shelf Registration Statement, the
          Company fails to file the Shelf Registration Statement with the
          Commission on or prior to the 45th day after the date (the "Shelf
          Filing Date") on which the Shelf Filing Event arises;

               (v)   if obligated to file a Shelf Registration Statement, and
          the Shelf Registration Statement is not declared effective on or prior
          to the 90th day after the Shelf Filing Date; or

               (vi)  after the Exchange Offer Registration Statement or the
          Shelf Registration Statement, as the case may be, is declared
          effective, such Registration Statement thereafter ceases to be
          effective or usable (subject to certain exceptions) (each such event
          referred to in the preceding clauses (i) through (vi), a "Registration
          Default"),

     from and including the date on which any such Registration Default shall
     occur to but excluding the date on which all Registration Defaults have
     been cured. The rate of the Additional Interest will be 0.25% per annum for
     the first 90-day period immediately following the occurrence of a
     Registration Default, and such rate will increase by an additional 0.25%
     per annum with respect to each subsequent 90-day period until all
     Registration Defaults have been cured at which point it will reset the
     coupon rate, up to a maximum additional interest rate of 1.00% per annum
     from and including the date on which any such Registration Default shall
     occur to, but excluding, the earlier of (1) the date on which all
     Registration Defaults have been cured or (2) the date on which all the
     Registrable Notes and Exchange Notes otherwise become freely transferable
     by Holders other than affiliates of the Company without further
     registration under the Securities Act. Such Additional Interest will be in
     addition to any other interest payable from time to time with respect to
     the Exchange Notes and Registrable Notes. If, after the cure of all
     Registration Defaults then in effect, there is a subsequent Registration
     Default, the rate of Additional Interest for such subsequent Registration
     Default shall initially be 0.25%

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     regardless of the rate in effect with respect to any prior Registration
     Default at the time of cure of such Registration Default.

          Notwithstanding the foregoing (1) the amount of Additional Interest
payable shall not increase because more than one Registration Default has
occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not
entitled to the benefits of the Shelf Registration Statement (i.e., such Holder
has not elected to include information) shall not be entitled to Additional
Interest with respect to a Registration Default that pertains to the Shelf
Registration Statement.

          (b)  So long as Notes remain outstanding, the Company shall notify the
Trustee within five Business Days after each and every date on which a
Registration Default occurs. Any amounts of Additional Interest due pursuant to
clauses (a)(i) through (a)(vi) of this Section 4 will be payable in cash on the
regular interest payment dates (each, an "Additional Interest Payment Date"),
commencing with the first such date occurring after any such Additional Interest
commences to accrue, to Holders to whom regular interest is payable on such
Additional Interest Payment Date with respect to Notes that are Registrable
Notes. The amount of Additional Interest for Registrable Notes will be
determined by multiplying the applicable rate of Additional Interest by the
aggregate principal amount of all such Registrable Notes outstanding on the
Additional Interest Payment Date following such Registration Default in the case
of the first such payment of Additional Interest (and thereafter at the next
succeeding Additional Interest Payment Date until the cure of such Registration
Default), and then multiplying such figure by a fraction, the numerator of which
is the number of days such Additional Interest rate was applicable during such
period determined on the basis of a 360-day year comprised of twelve 30-day
months and, in the case of a partial month, the actual number of days elapsed),
and the denominator of which is 360.

          Section 5.     Registration Procedures

          In connection with the filing of any Registration Statement pursuant
to Section 2 or Section 3 hereof, the Company shall effect such registrations to
permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder, the
Company shall:

          (a)  Prepare and file with the Commission the Registration Statement
or Registration Statements prescribed by Section 2 or Section 3 hereof, and use
its commercially reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
however, that, if (1) such filing is pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company shall in all
cases, furnish to and afford the Holders of the Registrable Notes covered by
such Registration Statement or each such Participating Broker-Dealer, as the
case may be, their counsel (if such counsel is known to the Company) and the
managing underwriters, if any, a reasonable opportunity to review copies of all
such documents proposed to

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be filed (in each case at least five Business Days prior to such filing or such
later date as is reasonable under the circumstances). The Company shall not file
any Registration Statement or Prospectus or any amendments or supplements
thereto if (i) the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or (ii) any such
Participating Broker-Dealer, as the case may be, shall reasonably object on a
timely basis.

          (b)  Prepare and file with the Commission such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the Effectiveness
Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the applicable provisions of the Securities Act and the Exchange Act
with respect to the disposition of all securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any securities being sold by a Participating
Broker-Dealer covered by any such Prospectus, in each case, in accordance with
the intended methods of distribution set forth in such Registration Statement as
so amended or Prospectus as so supplemented.

          (c)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Company has received
written notice that such Broker-Dealer will be a Participating Broker-Dealer in
the applicable Registered Exchange Offer, notify the selling Holders of
Registrable Notes, or each such Participating Broker-Dealer, as the case may be,
their counsel (if such counsel is known to the Company) and the managing
underwriters, if any, as promptly as possible, and, if requested by any such
Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Company,
one conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference and exhibits), (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus or the initiation of any proceedings for that purpose, (iii) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any
of the Registrable Notes or the Exchange Notes for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (iv) of the happening of any event, the existence of any condition or
any information becoming known to the Company that makes any statement made in
such Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue

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statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the Prospectus, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and (v) of the Company's
determination that a post-effective amendment to a Registration Statement would
be appropriate.

          (d)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use its commercially reasonable best efforts to prevent
the issuance of any order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any of the
Registrable Notes or the Exchange Notes, as the case may be, for sale in any
jurisdiction, and, if any such order is issued, to use its commercially
reasonable best efforts to obtain the withdrawal of any such order at the
earliest practicable moment.

          (e)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period and if reasonably requested by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or any
Participating Broker-Dealer, as the case may be, (i) promptly incorporate in
such Registration Statement or Prospectus a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders or any Participating Broker-Dealer, as the
case may be (based upon advice of counsel), determine is reasonably necessary to
be included therein and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; provided, however, that the
Company shall not be required to take any action hereunder that would, in the
written judgment of counsel to the Company, violate applicable laws.

          (f)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, who so requests in
writing, their counsel (if such counsel is known to the Company) and each
managing underwriter, if any, at the sole expense of the Company, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits promptly after the filing of such
documents with the Commission.

                                       11

<PAGE>

          (g)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, their respective
counsel, and the underwriters, if any, at the sole expense of the Company, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto as such Persons
may reasonably request; and, subject to the last paragraph of this Section 5,
the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, and the underwriters or
agents, if any, and dealers (if any), in connection with the offering and sale
of the Registrable Notes covered by, or the sale by Participating Broker-Dealers
of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.

          (h)  Prior to any public offering of Registrable Notes or Exchange
Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use its commercially reasonable
best efforts to register or qualify, and to cooperate with the selling Holders
of Registrable Notes or each such Participating Broker-Dealer, as the case may
be, the managing underwriter or underwriters, if any, and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Notes or Exchange Notes,
as the case may be, for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably requests
in writing; provided, however, that where Exchange Notes or Registrable Notes
are offered other than through an underwritten offering, the Company agrees to
use its commercially reasonable best efforts to cause the Company's counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h); keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective hereunder and do any and
all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of such Exchange Notes or Registrable Notes
covered by the applicable Registration Statement; provided, however, that the
Company shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) take any action that would subject itself to taxation
in any such jurisdiction where it is not then so subject.

          (i)  If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such authorized denominations and registered in such
names as the managing underwriter or underwriters, if any, or selling Holders
may request at least five Business Days prior to any sale of such Registrable
Notes.

                                       12

<PAGE>

          (j)  Use its commercially reasonable best efforts to cause the
Registrable Notes or Exchange Notes covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be reasonably necessary to enable the seller or sellers thereof or the
underwriter or underwriters, if any, to consummate the disposition of such
Registrable Notes or Exchange Notes, except as may be required solely as a
consequence of the nature of such selling Holder's business, in which case the
Company will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals.

          (k)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by Section
5(c)(iv) or 5(c)(v) hereof, as promptly as practicable prepare and (subject to
Section 5(a) and the penultimate paragraph of this Section 5) file with the
Commission, at the sole expense of the Company, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Notes being sold thereunder or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          (l)  Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.

          (m)  In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Notes and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the disposition
of such Registrable Notes and, in such connection, (i) make such representations
and warranties to, and covenants with, the underwriters with respect to the
business of the Company and its subsidiaries, as then conducted (including any
acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, in form, substance and scope as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, and confirm the same in writing if and
when requested provided however, that under the terms of any such underwriting
agreement, the Company shall be obligated to notify the selling Holders of
Registrable Notes, or each Participating Broker-Dealer, as the case may be,
their counsel (if such counsel is known to the Company) and the managing
underwriters, if any, as promptly as possible if, at any time when a Prospectus
is required by the Securities Act to be delivered in connection with sales of
the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers, the

                                       13

<PAGE>

representations and warranties of the Company contained in any agreement
(including such underwriting agreement) contemplated by this Section 5(m) cease
to be true and correct in all material respects; (ii) use its commercially
reasonable best efforts to obtain the written opinions of counsel to the Company
and written updates thereof in form, scope and substance reasonably satisfactory
to the managing underwriter or underwriters, addressed to the underwriters
covering the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by the managing
underwriter or underwriters; (iii) use its commercially reasonable best efforts
to obtain customary "cold comfort" letters and updates thereof in form, scope
and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed (where
reasonably possible) to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings and (iv) if an
underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable to the underwriters than those set
forth in Section 7 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement and the managing underwriter or underwriters)
with respect to all parties to be indemnified pursuant to said section; provided
that the Company shall not be required to provide indemnification to any
underwriter selected in accordance with the provisions of Section 9 hereof with
respect to information relating to such underwriter furnished in writing to the
Company by or on behalf of such underwriter expressly for inclusion in such
Registration Statement. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.

          (n)  If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Company and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement and Prospectus. Each Inspector shall agree in
writing with the Company that it will keep the Records and all such information
confidential and that it will not disclose, or use in connection with any market
transactions in violation of any applicable securities laws, any Records or any
such information that the Company determines, in good faith, to be confidential
and that it designates in writing are confidential unless (i) the disclosure of
such Records or information is necessary to avoid or correct a misstatement or
omission in such Registration Statement or Prospectus, (ii) the release

                                       14

<PAGE>

of such Records or information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction or (iii) the information in such Records
or the information supplied has been made generally available to the public
other than as a result of a disclosure or failure to safeguard such information
by an Inspector; provided, however, that (i) each Inspector shall agree to use
reasonable best efforts to provide notice to the Company of the potential
disclosure of any information by such Inspector pursuant to clause (i), (ii) or
(iii) of this sentence to permit the Company to seek to obtain a protective
order or other remedy (or waive the provisions of this paragraph (n)) and (ii)
each such Inspector shall take such actions as are reasonably necessary to
protect the confidentiality of such information.

          (o)  Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(b) hereof to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Registrable Notes or the Registered Exchange Offer; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Notes or Exchange Notes, as applicable, to effect such
changes to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use its
commercially reasonable best efforts to cause such trustee to execute, all
customary documents as may be required to effect such changes, and all other
forms and documents required to be filed with the Commission to enable such
indenture to be so qualified in a timely manner.

          (p)  Comply with all applicable rules and regulations of the
Commission and make generally available to the Company's securityholders
earnings statements satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) no later than 45 days after the end of any 12-month period (or
90 days after the end of any 12-month period if such period is a fiscal year)
(i) commencing at the end of any fiscal quarter in which Registrable Notes or
Exchange Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company after the
effective date of a Registration Statement, which statements shall cover said
12-month periods consistent with the requirements of Rule 158 of the Securities
Act.

          (q)  Upon the request of a Holder, upon consummation of the Registered
Exchange Offer, use its commercially reasonable best efforts to obtain an
opinion of counsel to the Company, in a form customary for underwritten
transactions, addressed to the Trustee for the benefit of all Holders of
Registrable Notes participating in the Registered Exchange Offer, that the
Exchange Notes and the related indenture constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
its respective terms, subject to customary exceptions and qualifications.

          (r)  If the Registered Exchange Offer is to be consummated, upon
delivery of the Registrable Notes by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the Exchange Notes mark, or
cause to be marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes; provided that in no event
shall such Registrable Notes be marked as paid or otherwise satisfied.

                                       15

<PAGE>

          (s)  Subject to the limitations herein contained, use its commercially
reasonable best efforts to take all other steps reasonably necessary to effect
the registration of the Exchange Notes and/or Registrable Notes covered by a
Registration Statement contemplated hereby.

          The Company may require each seller of Registrable Notes or Exchange
Notes as to which any registration is being effected to furnish to the Company
such information regarding such seller and the distribution of such Registrable
Notes or Exchange Notes as the Company may, from time to time, reasonably
request. The Company may exclude from such registration the Registrable Notes of
any seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request and in the event of such an
exclusion, the Company shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4) with respect to
such seller or any subsequent Holder of such Registrable Notes. Each seller as
to which any Shelf Registration is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make any
information previously furnished to the Company by such seller not materially
misleading. If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the applicable Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes that, upon
actual receipt of any notice from the Company (x) of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), or 5(c)(v)
hereof or (y) that the Board of Directors of the Company (the "Board of
Directors") has resolved that the Company has a bona fide business purpose for
doing so, then the Company may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration, in all cases, for a period (a
"Delay Period") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the "Advice") by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), the date which is the earlier of (A) the
date on which such business purpose ceases to interfere with the Company's
obligations to file or maintain the effectiveness of any such Registration
Statement pursuant to this Agreement or (B) 60 days after the date on which the
Company notifies the Holders of such good faith determination. There shall not
be more than 60 days of Delay Periods during any 12-month period. Each of the
Effectiveness Period and the Applicable Period, if applicable, shall be

                                       16

<PAGE>

extended by the number of days during any Delay Period. Any Delay Period will
not alter the obligations of the Company to pay Additional Interest under the
circumstances set forth in Section 4 hereof.

          In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Board of Directors makes such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder and each
Participating Broker-Dealer, by his or its acceptance of any Registrable Note or
Exchange Note, agrees that during any Delay Period, each Holder or each
Participating Broker-Dealer, as the case may be, will discontinue disposition of
such Notes or Exchange Notes covered by such Registration Statement or
Prospectus to be sold by such Holder or Participating Broker-Dealer, as the case
may be, and shall keep confidential the existence of any Delay Period.

          Section 6.     Registration Expenses

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Company (other than any underwriting discounts or
commissions) shall be borne by the Company, whether or not the Exchange Offer
Registration Statement or the Shelf Registration is filed or becomes effective
or the Registered Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, reasonable
fees and disbursements of counsel in connection with Blue Sky qualifications of
the Registrable Notes or Exchange Notes and determination of the eligibility of
the Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of a Registered Exchange Offer, or (y) as provided in Section 5(h) hereof,
in the case of a Shelf Registration or in the case of Exchange Notes to be sold
by a Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Exchange Notes to
be sold by any Participating Broker-Dealer during the Applicable Period, as the
case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv)
reasonable fees and disbursements of counsel for the Company, (v) reasonable
fees and disbursements of all independent certified public accountants referred
to in Section 5(m)(iii) hereof (including, without limitation, the expenses of
any special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Company desires
such insurance, (vii) reasonable fees and expenses of all other Persons retained
by the Company, (viii) internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees of the Company
performing legal or accounting duties), (ix) the expense of any annual audit,
(x) the fees and expenses incurred in connection with the listing of the Notes
or Exchange Notes to be registered on any securities exchange, and the obtaining
of a rating of the securities, in each case, if applicable and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement. Notwithstanding the foregoing
or

                                       17

<PAGE>

anything in this Agreement to the contrary, each Holder shall pay all
underwriting discounts and commissions of any underwriters with respect to any
Registrable Notes sold by or on behalf of it and the fees and disbursements of
its counsel.

          Section 7.     Indemnification

          (a)  The Company agrees to indemnify and hold harmless each Holder of
Registrable Notes and each Participating Broker-Dealer selling Exchange Notes
during the Applicable Period, each Person, if any, who controls any such Person
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, the agents, employees, officers and directors of each Holder and
each such Participating Broker-Dealer and the agents, employees, officers and
directors of any such controlling Person (each, a "Participant") from and
against any and all losses, liabilities, claims, damages and expenses
(including, but not limited to, reasonable attorneys' fees and any and all
reasonable out-of-pocket expenses actually incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation (in the manner set forth in clause (c) below)) (collectively,
"Losses") to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, provided
that (i) the foregoing indemnity shall not be available to any Participant
insofar as such Losses are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to such Participant furnished to the Company in writing by
or on behalf of such Participant expressly for use therein, and (ii) that the
foregoing indemnity with respect to any preliminary prospectus shall not inure
to the benefit of any Participant from whom the Person asserting such Losses
purchased Registrable Notes if (x) it is established in the proceeding related
to such Losses that such Participant failed to send or give a copy of the
Prospectus (as amended or supplemented if such amendment or supplement was
furnished to such Participant prior to the written confirmation of such sale) to
such Person with or prior to the written confirmation of such sale, if required
by applicable law and (y) the untrue statement or omission or alleged untrue
statement or omission was completely corrected in the Prospectus (as amended or
supplemented if amended or supplemented as aforesaid) and such Prospectus does
not contain any other untrue statement or omission or alleged untrue statement
or omission that was the subject matter of a related proceeding; provided,
however, that this subsection (y) shall not affect any Participant's rights
under the indemnity agreement contained in this Section 7(a) with respect to any
Losses arising out of or based upon any other untrue statement or omission or
alleged untrue statement or omission that was the subject matter of the
proceeding related to such Losses. This indemnity agreement will be in addition
to any liability that the Company may otherwise have, including, but not limited
to, liability under this Agreement.

                                       18

<PAGE>

          (b)  Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Company, each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and its agents, employees, officers and directors and the agents,
employees, officers and directors of any such controlling Person from and
against any Losses to which they or any of them may become subject under the
Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) or
any preliminary prospectus, or caused by, arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the case of the
Prospectus, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that any such
Loss arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information relating to such Participant furnished in writing to
the Company by or on behalf of such Participant expressly for use therein.

          (c)  Promptly after receipt by an indemnified party under subsection
7(a) or 7(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7, except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such action, but the reasonable fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action) and, such
indemnified party or parties shall have reasonably concluded, after consultation
with counsel, that there may be defenses available to it or them that are
different from, additional to, or in conflict with those available to one or all
of the indemnifying parties (in which case the indemnifying parties shall not
have the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events such reasonable fees and expenses of
counsel shall be borne by the indemnifying parties. In no event shall the
indemnifying party be liable for the reasonable fees and expenses of more than
one counsel (together with appropriate local counsel) at any time for all
indemnified parties in connection with any one action or separate but
substantially similar or related actions arising in

                                       19

<PAGE>

the same jurisdiction out of the same general allegations or circumstances. Any
such separate firm for the Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all
such Participants and shall be reasonably accept-able to the Company and any
such separate firm for the Company, their affiliates, officers, directors,
representatives, employees and agents and such control Person of such Issuers
shall be designated in writing by such Issuers and shall be reasonably
acceptable to the Holders. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent may not be unreasonably withheld. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding and does not include a statement as to, or an admission of,
fault, culpability or failure to act on behalf of any indemnified party.

          (d)  In order to provide for contribution in circumstances in which
the indemnification provided for in this Section 7 is for any reason held to be
unavailable from the indemnifying party, or is insufficient to hold harmless a
party indemnified under this Section 7, each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Notes to the Holder
or the resale of the Registrable Notes by such Holder, as applicable or (ii) if
such allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of each indemnified party, on the one hand,
and each indemnifying party, on the other hand, in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Company, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Registrable Notes (net of discounts and commissions but before deducting
expenses) received by the Company are to (y) the total net profit received by
such Participant in connection with the sale of the Registrable Notes. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or such Participant and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission.

          (e)  The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7, (i) in no case shall any Participant be required to contribute
any amount in excess of the amount by which the net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to

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contribution from any person who was not guilty of such fraudulent
misrepresentation. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section 7, notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it
or they may have under this Section 7 or otherwise, except to the extent that it
has been prejudiced in any material respect by such failure; provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under this Section 7 for purposes of indemnification.
Anything in this section to the contrary notwithstanding, no party shall be
liable for contribution with respect to any action or claim settled without its
written consent, provided, however, that such written consent was not
unreasonably withheld.

          Section 8.     Rules 144 and 144A

          The Company covenants that it will use its commercially reasonable
best efforts to file the reports required, if any, to be filed by them under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder or
beneficial owner of Registrable Notes, make available such information as
required by, and so long as necessary to permit sales of the Registrable Notes
pursuant to Rule 144A and Rule 144(k) under the Securities Act or any similar
rule or regulation hereafter adopted by the Commission.

          Section 9.     Underwritten Registrations

          If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering subject to the consent of the Company (which
will not be unreasonably withheld or delayed) and shall be reasonably acceptable
to the Company.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder if such Holder does not (a) agree to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
complete and execute all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

                                       21

<PAGE>

          Section 10.    Miscellaneous

          (a)  No Inconsistent Agreements. The Company has not, as of the date
hereof, and shall not, after the date of this Agreement, enter into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements. The Company has not
entered and will not enter into any agreement with respect to any of its
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

          (b)  Adjustments Affecting Registrable Notes. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect the ability of the Holders of Registrable
Notes to include such Registrable Notes in a registration undertaken pursuant to
this Agreement.

          (c)  Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (i) the Company and (ii)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented except pursuant to a written
agreement duly signed and delivered by the Company and each Holder and each
Participating Broker-Dealer (including any Person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification, waiver or supplement. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.

          (d)  Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or telecopier:

               (i)   if to a Holder of the Registrable Notes or any
          Participating Broker-Dealer, at the most current address of such
          Holder or Participating Broker-Dealer, as the case may be, set forth
          on the records of the registrar under the Indenture.

                                       22

<PAGE>

               (ii)  if to the Company, at the address as follows:

                        Azteca Holdings, S.A. de C.V.
                        Periferico Sur, No. 4121
                        Colonia Fuentes del Pedregal
                        Mexico, D.F. 14141
                        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, NY  10022
                        Attention:  Steven H. Scheinman
                                    Stephen E. Older
                        Facsimile:  (212) 872-1002
                        Telephone:  (212) 872-1000

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by the recipient's facsimile machine, if faxed; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in the Indenture.

          (e)  Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

          (f)  Counterparts. This Agreement may be executed in any number of
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.

          (g)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (h)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

                                       23

<PAGE>

          (i)  Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

          (j)  Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be deemed outstanding and shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

          (k)  Third-Party Beneficiaries. Holders and beneficial owners of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons. No other Person is intended to be, nor shall be construed as, a
third-party beneficiary of this Agreement.

          (l)  Attorneys' Fees. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees actually incurred
in addition to its reasonable costs and expenses and any other available remedy.

          (m)  Entire Agreement. This Agreement and the Indenture, are intended
by the parties as the final and exclusive statements of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understandings, correspondence,
conversations and memoranda between the Holders on the one hand and the Company
on the other, or between or among any agents, representatives, parents,
subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and
replaced hereby.

                                       24

<PAGE>

          IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first written above.


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


                                        By: /s/  Luis Ontiveros
                                           -------------------------------------
                                           Name:  Luis Ontiveros
                                           Title: Attorney-in-Fact


                                        By: /s/  Othon Frias
                                           -------------------------------------
                                           Name:  Othon Frias
                                           Title: Attorney-in-Fact