Common use of Execution, Authentication and Denominations Clause in Contracts

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers The Notes shall execute the Notes be executed for the Company by two Officers by facsimile or manual signature in the name and on behalf of the Company. Such signatures may be the manual or facsimile signatures of such Officers. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteNote is authenticated, the Note shall will still be valid nevertheless. valid. (a) A Note shall will not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The , with the signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 form of the Notes, plus any Exchange Trustee's certificate of authentication to be borne by the Notes that may shall be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ Certificate substantially as required by Section 13.03 and an Opinion of Counsel follows: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Company in connection with each such authentication of NotesNotes issued under the within-mentioned Indenture. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture;[Trustee], as Trustee By: _________________________________ Authorized Signatory Dated: _____________ (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any series executed by the Company to the Trustee, together with a Company Order for the authentication and delivery of such supplemental indenture, if any, when executed Notes. The Company Order may provide that the Notes that are the subject thereof shall be authenticated and delivered by the CompanyTrustee upon the written order of Persons designated in the Company Order, and that such Persons are authorized to specify the terms and conditions of such Notes, to the extent permitted by the Board Resolutions, Officers' Certificate and/or supplemental indenture (if any) relating thereto. If not all the Notes of any series are to be issued at one time and if the Board Resolution, Officers' Certificate or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Notes and determination of the terms of particular Notes of such series such as interest rate, maturity date, date of issuance and date from which interest shall accrue. The Trustee shall execute and deliver the supplemental indenture (if any) relating to the Notes and the Trustee shall authenticate and deliver the Notes as specified in such Company Order; provided that, prior to authentication and delivery of the first Notes of any Series, the Trustee shall have received: (1) a copy of the Board Resolutions or Officers' Certificate, with a copy of (i) the form of Note approved thereby and (ii) with respect to an Officers' Certificate, the Paying AgentBoard Resolution approving such series, will constitute attached thereto, or a valid and binding obligation supplemental indenture in respect of the issuance of the Notes of the series, executed on behalf of the Company; (c2) an Officers' Certificate to the effect that the Notes of such Notesseries comply or will comply with the requirements of this Indenture and the Board Resolutions, Officer's Certificate and/or supplemental indenture (if any); (3) an Opinion of Counsel: (i) to the effect that (A) the Notes of such series, the Board Resolutions, Officers' Certificate and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and (B) the Notes of such series, when authenticated and delivered by the Trustee and issued by in accordance with the said Company in the manner and subject to any conditions specified in such Opinion of CounselOrder, will constitute valid valid, legal and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of this the Indenture, subject to bankruptcy(x) bankruptcy and other laws affecting creditors' rights generally as in effect from time to time, insolvency, fraudulent transfer, reorganization, moratorium (y) limitations of generally applicable equitable principles and similar laws of general applicability (z) other exceptions acceptable to the Trustee and its counsel; and (ii) relating to such other matters as may reasonably be requested by the Trustee or affecting creditors’ rights and to general equity principlesits counsel; and (d4) if the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated issued are Original Issue Discount Notes, an Officers' Certificate setting forth the yield to maturity for the Notes or other information sufficient to compute amounts due on acceleration, or specifying the manner in which such amounts are to be determined, if such yield to maturity and other facts are not specified in the form of the Notes. (c) Subject to Section 7.02 hereof, the Trustee shall be fully protected in relying upon the documents delivered to it as provided above in connection with the issuance of any series of Notes. (d) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or the Trustee in good faith shall determine that such action would expose the Trustee to liability to Holders of previously issued and outstanding Notes. (e) Each Note shall be dated the date on which of its authentication unless otherwise specified in the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer ofOfficers' Certificate, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. Board Resolutions and/or supplemental indenture relating thereto. (f) The Notes (including any Exchange Notes) of each series shall be issuable only in definitive registered form without coupons and only and, except for any Global Note, in minimum such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes of any series, the Notes of such series, other than a Global Note, shall be issuable in denominations of U.S.$100,000 in principal amount $1,000 and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers Subject to Article Four and applicable law, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall execute be executed by an Officer of the Company. The signature of such Officer on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderat maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall shall, if requested by the Trustee, be to the effect that: : (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; ; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; ; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity equitable principles; and and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Mexico or the United States, as the case may beDelaware. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount authenticated and, in case of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration an issuance of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.062.12, 2.09, 2.10 or 2.11shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $1,000 in principal amount at maturity and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the NotesU.S. $180,000,000, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the NotesU.S. $180,000,000, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 U.S.$100 in principal amount and any integral multiple of U.S.$1,000 U.S.$100 in excess thereof.

Execution, Authentication and Denominations. Two The Notes shall be executed by an Officer of the Company listed in clause (i) of the definition of Officer herein and attested by an Officer of the Company listed in clause (ii) of such definition. The signature of any of these Officers shall execute on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, $250,000,000 plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderAgreement; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect thatstate: (a) that the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) that such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate State of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereofDelaware.

Execution, Authentication and Denominations. Two The Notes shall be executed by two Officers shall execute of the Company. The signature of any of these Officers on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, $200,000,000 plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderAgreement; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect thatstate: (a) that the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) that such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Mexico or the United States, as the case may beDelaware. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. Such signature may be the manual or facsimile signature of such Officer. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteNote is authenticated, the Note shall will still be valid nevertheless. valid. (b) A Note shall will not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The , with the signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent form of the Trustee’s certificate of authentication to be borne by the Notes shall upon receipt be substantially as follows: By: Dated: (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any series executed by the Company to the Trustee, together with a Company Order authenticate for original issue the authentication and delivery of such Notes. The Company Order may provide that the Notes that are the subject thereof shall be authenticated and delivered by the Trustee upon the written order of Persons designated in the aggregate principal amount Company Order, and that such Persons are authorized to specify the terms and conditions of up such Notes, to U.S.$460,000,000 the extent permitted by the Board Resolutions, Officers’ Certificate and/or supplemental indenture (if any) relating thereto. If not all the Notes of any series are to be issued at one time and if the Board Resolution, Officers’ Certificate or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Notes and determination of the Notesterms of particular Notes of such series such as interest rate, plus any Exchange maturity date, date of issuance and date from which interest shall accrue. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that and the Trustee shall receive authenticate and deliver said Notes as specified in such Company Order; provided that, prior to authentication and delivery of the first Notes of any Series, the Trustee shall have received: (1) a copy of the Board Resolutions or Officers’ Certificate, with a copy of (i) the form of Note approved thereby and (ii) with respect to an Officers’ Certificate, the Board Resolution approving such series, attached thereto, or a supplemental indenture in respect of the issuance of the Notes of the series, executed on behalf of the Company; (2) an Officers’ Certificate as required by Section 13.03 to the effect that the Notes of such series comply or will comply with the requirements of this Indenture and the said Board Resolutions, Officers’ Certificate and/or supplemental indenture (if any); (3) an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel which shall be to the effect that: state: (ai) that the form and terms of such Notes have has been established by a supplemental indenture or by or pursuant to a resolution of the Board Resolution or an indenture supplemental hereto of Directors in accordance with Sections 2.01 and in conformity with the provisions of this Indenture; ; (bii) that the terms of such supplemental indenture, if any, when executed Notes have been established in accordance with Section 2.01 and delivered by in conformity with the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation other provisions of the Company; this Indenture; (ciii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms and will be entitled to the benefits of this Indentureterms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization and similar other laws of general applicability relating to or affecting the enforcement of creditors’ ' rights and to general equity principles; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with.; and (4) if the Notes to be issued are Original Issue Discount Notes, an Officers’ Certificate setting forth the yield to maturity for the Notes or other information sufficient to compute amounts due on acceleration, or specifying the manner in which such amounts are to be determined, if such yield to maturity and other facts are not specified in the form of the Notes. (d) Subject to Section 7.02 hereof, the Company has been duly incorporated inTrustee shall be fully protected in relying upon the documents delivered to it as provided above in connection with the issuance of any series of Notes. (e) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, and is a validly existing corporation under the laws of Mexico being advised by counsel, determines that such action may not lawfully be taken or the United States, as Trustee in good faith shall determine that such action would expose the case may be. Such Company Order Trustee to liability to Holders of previously issued and outstanding Notes. (f) Each Note shall specify the amount of Notes to be authenticated and dated the date on which of its authentication unless otherwise specified in the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer ofOfficers’ Certificate, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. Board Resolutions and/or supplemental indenture relating thereto. (g) The Notes (including any Exchange Notes) of each series shall be issuable only in definitive registered form without coupons and only and, except for any Global Note, in minimum such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes of any series, the Notes of such series, other than a Global Note, shall be issuable in denominations of U.S.$100,000 in principal amount $1,000 and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 U.S.$165,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two The Notes shall be executed by two Officers shall execute of the Company. The signature of any of these Officers on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall from time to time upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, $300,000,000 plus any Additional Notes or Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderany similar agreement; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect thatstate: (a) that the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) that such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Mexico or the United States, as the case may beDelaware. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.Additional

Execution, Authentication and Denominations. Two The ------------------------------------------- Debentures shall be executed by two Officers of the Company, at least one of which shall execute occupy a position listed in clause (i) of the Notes for definition of Officer herein. The signature of these Officers on the Company Debentures may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteDebenture, the Note Debenture shall be valid nevertheless. A Note Debenture shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteDebenture. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Debentures in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of NotesDebentures. Such Company Order shall specify the amount of Debentures to be authenticated and the date on which the original issue of Debentures is to be authenticated and in case of an issuance of Debentures pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Opinion of Counsel shall be to the effect that: (a) that the form and terms of such Notes Debentures have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) that such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) that such NotesDebentures, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11the State of Delaware. The Trustee may appoint an authenticating agent to authenticate NotesDebentures. An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) Debentures shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $1,000 in principal amount and any integral multiple of U.S.$1,000 $1,000 in excess thereof.

Execution, Authentication and Denominations. Two Subject to Article Four and applicable law, the aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be executed by two Officers shall execute of the Company. The signature of these Officers on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Securities in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided that the Trustee shall receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of NotesSecurities. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes Securities have been established by or pursuant to a Board Resolution or or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) such NotesSecurities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.similar

Execution, Authentication and Denominations. Two The Notes shall -------------------------------------------- be executed by two Officers of the Company, at least one of which shall execute occupy a position listed in clause (i) of the definition of Officer herein. The signature of these Officers on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Opinion of Counsel shall be to the effect that: (a) that the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) that such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11the State of Delaware. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $2,000 in principal amount and any integral multiple of U.S.$1,000 $1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided that the Trustee shall receive be provided with an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and in case of an issuance of Notes pursuant to Section 2.14, shall certify that such issuance is in compliance with Article Four. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and; (d) the Company has been duly incorporated organized in, and is a validly existing corporation limited liability company with variable capital (sociedad de responsibilidad limitada de capital variable) under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or Mexico; and (e) all conditions precedent under the Indenture in exchange for, or in lieu of, other connection with the issuance of the Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11have been complied with. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in fully registered form form, without coupons and only coupons, in minimum denominations of U.S.$100,000 in U.S.$10,000 of principal amount at maturity for Rule 144A Global Notes and any in denominations of U.S.$1,000 of principal amount at maturity for Regulation S Global Notes and, in both cases, in integral multiple multiples of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two The Notes shall be executed by two Officers of the Company, at least one of which shall execute occupy a position listed in clause (i) of the definition of Officer herein. The signature of these Officers on the Notes for the Company may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Opinion of Counsel shall be to the effect that: (a) that the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) that such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11the State of Delaware. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $1,000 in principal amount and any integral multiple of U.S.$1,000 $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four, the aggregate principal amount at maturity of Securities that may be authenticated and delivered under this Indenture is unlimited. Two Officers shall execute the Notes Securities for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Securities in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderat maturity specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of NotesSecurities. The Opinion of Counsel shall shall, if requested by the Trustee, be to the effect that: (a) the form and terms of such Notes Securities have been established by or pursuant to a Board Resolution or or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee GST USA, GST and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company, GST USA and GST; (c) such NotesSecurities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity equitable principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Mexico or the United States, as the case may beDelaware. Such Company Order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration in case of transfer of, or in exchange for, or in lieu of, other Notes an issuance of Securities pursuant to Section 2.062.15, 2.09, 2.10 or 2.11shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer or an Affiliate of the CompanyIssuer. The Notes (including any Exchange Notes) Securities shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $1,000 in principal amount at maturity and any integral multiple of U.S.$1,000 $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four, the aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Two Officers shall execute the Notes Securities for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The 28 At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Securities in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of NotesSecurities. The Opinion of Counsel shall shall, if requested by the Trustee, be to the effect that: (a) the form and terms of such Notes Securities have been established by or pursuant to a Board Resolution or or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Company and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company; (c) such NotesSecurities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity equitable principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of Mexico or the United States, as the case may bejurisdiction of its incorporation. Such Company Order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration in case of transfer of, or in exchange for, or in lieu of, other Notes an issuance of Securities pursuant to Section 2.062.12, 2.09, 2.10 or 2.11shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including Trustee shall not be liable for the misconduct or negligence of any Exchange Notes) authenticating agent appointed with due care. The Securities shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $1,000 in principal amount and any integral multiple of U.S.$1,000 $1,000 in excess thereof.

Execution, Authentication and Denominations. (a) Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. Such signature may be the manual or facsimile signature of such Officer. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteNote is authenticated, the Note shall will still be valid nevertheless. valid. (b) A Note shall will not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The , with the signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of the Trustee’s certificate of authentication to be borne by the Notes shall be substantially as follows: [Trustee], as Trustee or an authenticating agent shall upon receipt By: Dated: (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any series executed by the Company to the Trustee, together with a Company Order authenticate for original issue Notes in the aggregate principal amount authentication and delivery of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel Company Order may provide that the Notes that are the subject thereof shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed authenticated and delivered by the CompanyTrustee upon the written order of Persons designated in the Company Order, and that such Persons are authorized to specify the terms and conditions of such Notes, to the extent permitted by the Board Resolutions, Officers’ Certificate and/or supplemental indenture (if any) relating thereto. If not all the Notes of any series are to be issued at one time and if the Board Resolution, Officers’ Certificate or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Notes and determination of the terms of particular Notes of such series such as interest rate, maturity date, date of issuance and date from which interest shall accrue. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Notes and the Trustee shall authenticate and deliver said Notes as specified in such Company Order; provided that, prior to authentication and delivery of the first Notes of any Series, the Trustee shall have received: (1) a copy of the Board Resolutions or Officers’ Certificate, with a copy of (i) the form of Note approved thereby and (ii) with respect to an Officers’ Certificate, the Paying AgentBoard Resolution approving such series, will constitute attached thereto, or a valid and binding obligation supplemental indenture in respect of the issuance of the Notes of the series, executed on behalf of the Company; (c2) an Officers’ Certificate to the effect that the Notes of such Notesseries comply or will comply with the requirements of this Indenture and the said Board Resolutions, Officer’s Certificate and/or supplemental indenture (if any); (3) an Opinion of Counsel: (A) to the effect that (i) the Notes of such series, the Board Resolutions, Officers’ Certificate and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and (ii) the Notes of such series, when authenticated and delivered by the Trustee and issued by in accordance with the said Company in the manner and subject to any conditions specified in such Opinion of CounselOrder, will constitute valid valid, legal and binding obligations of the Company enforceable in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (x) bankruptcy and similar other laws of general applicability relating to or affecting creditors’ rights generally as in effect from time to time, (y) limitations of generally applicable equitable principles and (z) other exceptions acceptable to general equity principlesthe Trustee and its counsel; and (B) relating to such other matters as may reasonably be requested by the Trustee or its counsel; and (d4) if the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated issued are Original Issue Discount Notes, an Officers’ Certificate setting forth the yield to maturity for the Notes or other information sufficient to compute amounts due on acceleration, or specifying the manner in which such amounts are to be determined, if such yield to maturity and other facts are not specified in the form of the Notes. (d) Subject to Section 7.02 hereof, the Trustee shall be fully protected in relying upon the documents delivered to it as provided above in connection with the issuance of any series of Notes. (e) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or the Trustee in good faith shall determine that such action would expose the Trustee to liability to Holders of previously issued and outstanding Notes. (f) Each Note shall be dated the date on which of its authentication unless otherwise specified in the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer ofOfficers’ Certificate, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. Board Resolutions and/or supplemental indenture relating thereto. (g) The Notes (including any Exchange Notes) of each series shall be issuable only in definitive registered form without coupons and only and, except for any Global Note, in minimum such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes of any series, the Notes of such series, other than a Global Note, shall be issuable in denominations of U.S.$100,000 in principal amount $1,000 and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Two Officers The ------------------------------------------- initial original issuance under this Indenture shall execute the Notes for be an amount equal to $176,000,000 aggregate principal amount at maturity, and, subject to Article Four, the Company may from time to time issue additional Securities, the aggregate principal amount of which additional Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities shall be executed by an Officer of the Company listed in clause (i) of the definition of Officer herein and attested by an Officer of the Company listed in clause (i) or clause (ii) of the definition of Officer herein. The signature of any of these Officers on the Securities may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Pursuant to and based upon a Company Order, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Securities registered in the aggregate principal amount of up to U.S.$460,000,000 name of the NotesDepositary or the nominee of the Depositary or other Person, plus any Exchange Notes that may be issued as specified in the Company Order, and shall deliver such Global Securities to the Depositary or pursuant to the Registration Rights Agreement Depositary's instructions or Add On Note issued hereunderto such other Person; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of NotesSecurities. The Opinion of Counsel shall shall, if requested by the Trustee, be to the effect that: (a) the form and terms of such Notes Securities have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee Guarantor and the Paying AgentTrustee, will constitute a valid and binding obligation of the CompanyCompany and the Guarantor; (c) such NotesSecurities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate State of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereofColorado.

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 U.S.$175,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 in principal amount and any integral multiple of U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four, the aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Two Officers shall execute the Notes Securities for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Securities in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunderspecified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of NotesSecurities. The Opinion of Counsel shall shall, if requested by the Trustee, be to the effect that: (a) the form and terms of such Notes Securities have been established by or pursuant to a Board Resolution or or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee GST USA, GST and the Paying AgentTrustee, will constitute a valid and binding obligation of the Company, GST USA and GST; (c) such NotesSecurities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity equitable principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Mexico or the United States, as the case may beDelaware. Such Company Order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration in case of transfer of, or in exchange for, or in lieu of, other Notes an issuance of Securities pursuant to Section 2.062.15, 2.09, 2.10 or 2.11shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer or an Affiliate of the CompanyIssuer. The Notes (including Trustee shall not be liable for the misconduct or negligence of any Exchange Notes) authenticating agent appointed with due care. The Securities shall be issuable only in registered form without coupons and only in minimum denominations of U.S.$100,000 $1,000 in principal amount and any integral multiple of U.S.$1,000 $1,000 in excess thereof.