<PAGE>   1
                                                                     Exhibit 4.1

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                       Nuevo Grupo Iusacell, S.A. de C.V.

                          14 1/4% Senior Notes due 2006




              -----------------------------------------------------


                                    INDENTURE

                          Dated as of December 16, 1999

              -----------------------------------------------------




                              THE BANK OF NEW YORK,

                                     Trustee


================================================================================
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
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<S>                                                                                              <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.....................................................................    1
SECTION 1.02.  Other Definitions...............................................................   36
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act...............................   37
SECTION 1.04.  Rules of Construction...........................................................   37
SECTION 1.05.  GAAP; Dollar Equivalents........................................................   38

ARTICLE 2 THE SECURITIES

SECTION 2.01.  Form and Dating.................................................................   38
SECTION 2.02.  Execution and Authentication....................................................   40
SECTION 2.03.  Registrar and Paying Agent......................................................   41
SECTION 2.04.  Paying Agent to Hold Money in Trust.............................................   41
SECTION 2.05.  Securityholder Lists............................................................   42
SECTION 2.06.  Transfer and Exchange...........................................................   42
SECTION 2.07.  Replacement Securities..........................................................   43
SECTION 2.08.  Outstanding Securities..........................................................   44
SECTION 2.09.  Temporary Securities............................................................   44
SECTION 2.10.  Cancellation....................................................................   44
SECTION 2.11.  Defaulted Interest..............................................................   45
SECTION 2.12.  CUSIP Numbers...................................................................   45
SECTION 2.13.  Book-entry Provisions for Global Securities.....................................   45
SECTION 2.14.  Special Transfer Provisions.....................................................   46

ARTICLE 3 REDEMPTION

SECTION 3.01.  Notices to Trustee..............................................................   49
SECTION 3.02.  Selection of Securities to Be Redeemed..........................................   49
SECTION 3.03.  Notice of Redemption............................................................   49
SECTION 3.04.  Effect of Notice of Redemption..................................................   50
SECTION 3.05.  Deposit of Redemption Price.....................................................   50
SECTION 3.06.  Securities Redeemed in Part.....................................................   51
SECTION 3.07.  Optional Redemption.............................................................   51
SECTION 3.08.  Redemption for Tax Reasons......................................................   51
</TABLE>
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<TABLE>
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ARTICLE 4 COVENANTS

SECTION 4.01. Payment of Securities............................................................   52
SECTION 4.02. Provision of Financial Information...............................................   53
SECTION 4.03. Limitation on Indebtedness.......................................................   54
SECTION 4.04. Limitation on Issuances of Guarantees of Indebtedness by
         Subsidiaries..........................................................................   58
SECTION 4.05. Limitation on Restricted Payments................................................   59
SECTION 4.06. Limitation on Restrictions on Distributions from Restricted
         Subsidiaries..........................................................................   63
SECTION 4.07. Limitation on Sales of Assets and Subsidiary Stock...............................   65
SECTION 4.08. Limitation on Transactions with Affiliates.......................................   68
SECTION 4.09. Change of Control................................................................   71
SECTION 4.10. Compliance Certificate...........................................................   75
SECTION 4.11. Further Instruments and Acts.....................................................   75
SECTION 4.12 Limitation on the Sale or Issuance of Capital Stock of
         Restricted Subsidiaries...............................................................   76
SECTION 4.13. Limitation on Liens..............................................................   76
SECTION 4.14. Limitation on Sale/Leaseback Transactions........................................   77
SECTION 4.15. Limitation on Lines of Business..................................................   77
SECTION 4.16. Additional Amounts...............................................................   77

ARTICLE 5 SUCCESSOR COMPANY; SUCCESSOR TO BAC

SECTION 5.01. When Company May Merge or Transfer Assets........................................   78
SECTION 5.02. When BAC May Merge or Transfer Assets............................................   79

ARTICLE 6 DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default................................................................   80
SECTION 6.02. Acceleration.....................................................................   83
SECTION 6.03. Other Remedies...................................................................   83
SECTION 6.04. Waiver of Past Defaults..........................................................   84
SECTION 6.05. Control by Majority..............................................................   84
SECTION 6.06. Limitation on Suits..............................................................   84
SECTION 6.07. Rights of Holders to Receive Payment.............................................   85
SECTION 6.08. Collection Suit by Trustee.......................................................   85
SECTION 6.09. Trustee May File Proofs of Claim.................................................   85
SECTION 6.10. Priorities.......................................................................   85
SECTION 6.11. Undertaking for Costs............................................................   86

</TABLE>


                                       ii
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<TABLE>
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SECTION 6.12. Waiver of Stay or Extension Laws.................................................   86

ARTICLE 7 TRUSTEE

SECTION 7.01. Duties of Trustee................................................................   86
SECTION 7.02. Rights of Trustee................................................................   88
SECTION 7.03. Individual Rights of Trustee.....................................................   89
SECTION 7.04. Trustee's Disclaimer.............................................................   89
SECTION 7.05. Notice of Defaults...............................................................   89
SECTION 7.06. Reports by Trustee to Holders....................................................   90
SECTION 7.07. Compensation and Indemnity.......................................................   90
SECTION 7.08. Replacement of Trustee...........................................................   91
SECTION 7.09. Successor Trustee by Merger......................................................   92
SECTION 7.10. Eligibility; Disqualification....................................................   93
SECTION 7.11. Preferential Collection of Claims Against Company................................   93
SECTION 7.12.  Appointment of Co-Trustee.......................................................   93

ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Discharge of Liability on Securities; Defeasance.................................   95
SECTION 8.02. Conditions to Defeasance.........................................................   96
SECTION 8.03. Application of Trust Money.......................................................   97
SECTION 8.04. Repayment to Company.............................................................   97
SECTION 8.05. Indemnity for Government Obligations.............................................   98
SECTION 8.06. Reinstatement....................................................................   98

ARTICLE 9 AMENDMENTS

SECTION 9.01. Without Consent of Holders.......................................................   98
SECTION 9.02. With Consent of Holders..........................................................   99
SECTION 9.03. Compliance with Trust Indenture Act.............................................   100
SECTION 9.04. Revocation and Effect of Consents and Waivers...................................   100
SECTION 9.05. Notation on or Exchange of Securities...........................................   101
SECTION 9.06. Trustee to Sign Amendments and Waivers..........................................   101
SECTION 9.07. Payment for Consent.............................................................   102

ARTICLE 10 SECURITY

Section 10.01. Security.......................................................................   102

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ARTICLE 11 INTENTIONALLY OMITTED

ARTICLE 12 INTENTIONALLY OMITTED

ARTICLE 13 MISCELLANEOUS

SECTION 13.01. Trust Indenture Act Controls...................................................   104
SECTION 13.02. Notices........................................................................   104
SECTION 13.03. Communication by Holders with Other Holders....................................   105
SECTION 13.04. Certificate and Opinion as to Conditions Precedent.............................   105
SECTION 13.05. Statements Required in Certificate or Opinion..................................   106
SECTION 13.06. When Securities Disregarded....................................................   106
SECTION 13.07. Rules by Trustee, Paying Agent and Registrar...................................   106
SECTION 13.08. Legal Holidays.................................................................   107
SECTION 13.09. Governing Law..................................................................   107
SECTION 13.10. Waiver of Immunities...........................................................   107
SECTION 13.11. Consent to Jurisdiction; Appointment of Agent for Service
               of Process; Judgment Currency..................................................   107
SECTION 13.12. No Recourse Against Others.....................................................   109
SECTION 13.13. Successors.....................................................................   109
SECTION 13.14. Multiple Originals.............................................................   110
SECTION 13.15. Table of Contents; Headings....................................................   110

</TABLE>


                                       iv
<PAGE>   6
Exhibit A -    Form of Face of Initial Security
Exhibit B -    Form of Face of Registered Exchange Security
Exhibit C -    Form of Face of Private Exchange Security
Exhibit D -    Form of Letter of Representation to be Delivered in
               Connection with Transfers Pursuant to Regulation D
Exhibit E -    Form of Letter to be Delivered in Connection with
               Transfers Pursuant to Rule 144A
Exhibit F -    Form of Letter to be Delivered in Connection with
               Transfers Pursuant to Regulation S


                                       v
<PAGE>   7
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
                                                                INDENTURE
TIA SECTION                                                      SECTION
---------------                                                  -------
<S>                                                         <C>
           310(a)(1) ..............................               7.10

              (a)(2) ..............................               7.10

              (a)(3) ..............................               N.A.

              (a)(4) ..............................               N.A.

                 (b) ..............................            7.08; 7.10

                 (c) ..............................               N.A.

              311(a) ..............................               7.11

                 (b) ..............................               7.11

                 (c) ..............................               N.A.

              312(a) ..............................               2.05

                 (b) ..............................               13.03

                 (c) ..............................               13.03

              313(a) ..............................               7.06

              (b)(1) ..............................               N.A.

              (b)(2) ..............................               7.06

                 (c) ..............................               7.06

                 (d) ..............................               7.06

              314(a) ..............................         4.02; 4.10; 13.02

                 (b) ..............................               N.A.

              (c)(1) ..............................               13.04

              (c)(2) ..............................               13.04

              (c)(3) ..............................               N.A.
</TABLE>

                                       vi
<PAGE>   8
<TABLE>
<CAPTION>
                                                                INDENTURE
TIA SECTION                                                      SECTION
---------------                                                  -------
<S>                                                         <C>
                 (d) ..............................               N.A.

                 (e) ..............................               13.05

                 (f) ..............................               4.13

              315(a) ..............................               7.01

                 (b) ..............................            7.05; 13.02

                 (c) ..............................               7.01

                 (d) ..............................               7.01

                 (e) ..............................               6.11

        316(a) (last ..............................               13.06

           sentence)

           (a)(1)(A) ..............................               6.05

           (a)(1)(B) ..............................               6.04

              (a)(2) ..............................               N.A.

                 (b) ..............................               6.07

           317(a)(1) ..............................               6.08

              (a)(2) ..............................               6.09

                 (b) ..............................               2.04

              318(a) ..............................               13.01
</TABLE>

                           N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

                                       vii
<PAGE>   9
         INDENTURE dated as of December 16, 1999, between Nuevo Grupo Iusacell,
S.A. de C.V., a limited liability stock corporation organized under the laws of
Mexico (the "Company"), Bell Atlantic Corporation, a Delaware corporation
("BAC"), and The Bank of New York, a New York banking corporation (the
"Trustee").

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's 14 1/4% Senior
Notes due 2006 (the "Initial Securities") and, when and if issued pursuant to an
exchange for Initial Securities, the Exchange Securities (as defined).


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01.  Definitions.

         "ADDITIONAL ASSETS" means:

           (1) any property (other than cash, cash equivalents or securities) to
         be owned by the Company or a Restricted Subsidiary and used in a
         Related Business,

           (2) the costs of improving or developing any property owned by the
         Company or a Restricted Subsidiary which is used in a Related Business
         and

           (3) Investments in any other Person engaged primarily in a Related
         Business (including the acquisition from third parties of Capital Stock
         of such Person) as a result of which such other Person becomes a
         Restricted Subsidiary.

         "AFFILIATE" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.07 and 4.08 only, "Affiliate" shall also mean any
beneficial owner of shares representing 5% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Company or of rights or
warrants to purchase such Voting
<PAGE>   10
Stock (whether or not currently exercisable) and any Person who would be an
Affiliate of any such beneficial owner pursuant to the first sentence hereof.

         "ANNUALIZED EBITDA" means, with respect to any Person, such Person's
Pro Forma EBITDA for such Person's two most recent fiscal quarters ended at
least 45 days prior to the determination date, multiplied by two.

         "ASSET DISPOSITION" means any sale, lease, transfer, issuance or other
disposition of shares of Capital Stock of a Subsidiary (other than directors'
qualifying shares), property or other assets (each referred to for the purposes
of this definition as a "disposition") by the Company or any of its Restricted
Subsidiaries (including any disposition by means of a merger, consolidation or
similar transaction) other than:

                  (1) a disposition by a Restricted Subsidiary to the Company or
         by the Company or a Restricted Subsidiary to a Restricted Subsidiary,

                  (2) a disposition of inventory (including sales of capacity
         and rights of use in the Company's network) in the ordinary course of
         business,

                  (3) for purposes of the provisions of Section 4.07 only, a
         disposition subject to (and complying with) Section 4.05,

                  (4) Permitted Securitization Transactions,

                  (5) Joint Venture Investments to the extent permitted pursuant
         to clause (9) of the definition of "Permitted Investment,"

                  (6) a disposition of assets in one transaction or a series of
         related transactions with a Fair Market Value of less than $250,000,

                  (7) an exchange of telecommunications assets where the Fair
         Market Value of the telecommunications assets received is at least
         equal to the Fair Market Value of the telecommunications assets
         disposed of or, if less, the difference is received in cash, and such
         cash is Net Available Cash,

                  (8) a disposition that is governed by the provisions of
         Section 5.01,

                  (9) dispositions resulting from the foreclosure of a Permitted
         Lien, and


                                        2
<PAGE>   11
                  (10) the sale or other disposition of cash or Temporary Cash
         Investments.

         "ATTRIBUTABLE DEBT" in respect of a Sale/Leaseback Transaction means,
as at the time of determination:

                  (1) if such Sale/Leaseback Transaction is a Capitalized Lease
         Obligation, the amount of Indebtedness represented thereby according to
         the definition of "Capitalized Lease Obligation" and

                  (2) in all other instances, the present value (discounted at
         the interest rate borne by the Securities, compounded annually) of the
         total obligations of the lessee for rental payments during the
         remaining term of the lease included in such Sale/Leaseback Transaction
         (including any period for which such lease has been extended).

         "AVERAGE LIFE" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing:

                  (1) the sum of the products of the numbers of years (including
         fractions thereof) from the date of determination to the dates of each
         successive scheduled principal payment of such Indebtedness or
         redemption or similar payment with respect to such Preferred Stock
         multiplied by the amount of such payment by

                  (2) the sum of all such payments.

         "BAC" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
indenture securities.

         "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

         "BUSINESS DAY" means a day other than a Saturday, Sunday or other day
on which banking institutions in New York State or in Mexico are authorized or
required by law to close.

         "CAPITAL STOCK" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.


                                        3
<PAGE>   12
         "CAPITALIZED LEASE OBLIGATIONS" means an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease.

         "CHANGE OF CONTROL" means the occurrence of any of the following
events:

                  (1)   (A)   the earlier to occur of the time the Permitted
                              Holders cease to possess, or enter into any
                              agreement, which is subject to no condition other
                              than the passage of time, pursuant to which they
                              would cease to possess, directly or indirectly,
                              the power to elect a majority of the members of
                              the Board of Directors and thereby direct or cause
                              the direction of the management or policies of the
                              Company, whether through the ownership of voting
                              securities or by contract, or

                        (B)   individuals elected by the Permitted Holders
                              cease to constitute a majority of the members of
                              the Board of Directors;

                  (2) the earlier to occur of the time the Permitted Holders
         cease to be or enter into any agreement, which is subject to no
         condition other than the passage of time, pursuant to which they would
         cease to be the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
         under the Exchange Act), directly or indirectly, of at least 30% in the
         aggregate of the total voting power of the Voting Stock of the Company,
         whether as a result of issuance of securities of the Company, any
         merger, consolidation, liquidation or dissolution of the Company, any
         direct or indirect transfer of securities by any Permitted Holder or
         otherwise (for purposes of this clause (2), the Permitted Holders shall
         be deemed to own beneficially any Voting Stock of an entity (the
         "specified entity") held by any other entity (the "parent entity") so
         long as the Permitted Holders beneficially own (as so defined),
         directly or indirectly, in the aggregate a majority of the voting power
         of the Voting Stock of the parent entity);

                  (3)    (A)  any "person" (as such term is used in Sections
                              13(d) and 14(d) of the Exchange Act), other than
                              one or more Permitted Holders, is or becomes the
                              beneficial owner (as defined in clause (2) above,
                              except that



                                       4
<PAGE>   13
                              such person shall be deemed to have "beneficial
                              ownership" of all shares that any such person has
                              the right to acquire, whether such right is
                              exercisable immediately or only after the passage
                              of time), directly or indirectly, of more than 30%
                              of the total voting power of the Voting Stock of
                              the Company and

                         (B)  the earlier to occur of the time the Permitted
                              Holders "beneficially own" (as defined in clause
                              (2) above), directly or indirectly, or enter into
                              any agreement, which is subject to no condition
                              other than the passage of time, pursuant to which
                              they would "beneficially own", directly or
                              indirectly in the aggregate a lesser percentage of
                              the total voting power of the Voting Stock of the
                              Company than such other person and do not (or
                              would not) have the right or ability by voting
                              power, contract or otherwise to elect or designate
                              for election a majority of the Board of Directors
                              (for the purposes of this clause (3), such other
                              person shall be deemed to own beneficially any
                              Voting Stock of a specified entity held by a
                              parent entity, if such other person "beneficially
                              owns" (as defined in this clause (3)), directly or
                              indirectly, more than 30% of the voting power of
                              the Voting Stock of such parent entity and the
                              Permitted Holders "beneficially own" (as defined
                              in clause (2) above), directly or indirectly, in
                              the aggregate a lesser percentage of the voting
                              power of the Voting Stock of such parent entity
                              and do not have the right or ability by voting
                              power, contract or otherwise to elect or designate
                              for election a majority of the board of directors
                              of such parent entity);

                  (4) the sale, conveyance, transfer, lease or other disposition
         of all or substantially all the assets of the Company, whether in one
         or more transactions or to one or more Persons, other than a sale,
         conveyance, transfer, lease or other disposition of all or
         substantially all the assets of the Company to a Person that is
         controlled by the Permitted Holders; or

                  (5) a "Change of Control," within the meaning of the 1997
         Indenture, shall have occurred under the 1997 Indenture; or a change of


                                       5
<PAGE>   14
         control (or similar event, however designated) of the Company or any of
         its Restricted Subsidiaries shall occur that gives the holder of any
         Indebtedness of the Company or any of its Restricted Subsidiaries
         (including Indebtedness under the Credit Facility and the Eximbank
         Facility) the right to require the Company or any of its Restricted
         Subsidiaries to repurchase or repay such Indebtedness or such
         Indebtedness otherwise becomes due and payable as a result of such
         change of control.

         "COMPANY" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

         "CONSOLIDATED CURRENT LIABILITIES" means, as of any date of
determination, the aggregate amount of liabilities of the Company and its
Consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating:

                  (1) all intercompany items between the Company and any
         Restricted Subsidiary and

                  (2) all current maturities of long-term Indebtedness.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of the Company and its Consolidated Restricted Subsidiaries,
plus, to the extent Incurred by the Company or its Restricted Subsidiaries in
such period but not included in such interest expense:

                  (1) interest expense attributable to Capitalized Lease
         Obligations,

                  (2) amortization of debt discount and debt issuance cost,

                  (3) capitalized interest,

                  (4) noncash interest expense,

                  (5) commissions, discounts and other fees and charges with
         respect to letters of credit and bankers' acceptance financing,

                  (6) interest accruing on any Indebtedness of any other Person
         to the extent such Indebtedness is Guaranteed by the Company or any


                                       6
<PAGE>   15
         Restricted Subsidiary; provided that payment of such amounts by the
         Company or any Restricted Subsidiary is being made to, or is sought by,
         the holders of such Indebtedness pursuant to such Guarantee,

                  (7) net costs associated with Hedging Obligations (including
         amortization of fees and premiums) permitted under this Indenture,

                  (8) Preferred Stock dividends in respect of all Preferred
         Stock of Subsidiaries of the Company and Disqualified Stock of the
         Company held by Persons other than the Company or a Restricted
         Subsidiary (other than dividends payable solely in Capital Stock other
         than Disqualified Stock); provided that to the extent a Restricted
         Subsidiary is not a Wholly-Owned Subsidiary, a corresponding portion of
         any such dividends paid to such Restricted Subsidiary shall be included
         in Consolidated Interest Expense, and

                  (9) the cash contributions to any employee stock ownership
         plan or similar trust to the extent such contributions are used by such
         plan or trust to pay interest or fees to any Person (other than the
         Company) in connection with Indebtedness Incurred by such plan or
         trust;

provided, however, that Consolidated Interest Expense shall not include any
expense of any Unrestricted Subsidiary to the extent the related Indebtedness is
not Guaranteed or paid by the Company or any Restricted Subsidiary.

         "CONSOLIDATED NET INCOME" means, for any period, the net income (loss)
of the Company and its Consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

                  (1) any net income (loss) of any Person if such Person is not
         a Restricted Subsidiary, except that:

                         (A)  subject to the limitations contained in clause (4)
                              below, the Company's equity in the net income of
                              any such Person for such period shall be included
                              in such Consolidated Net Income up to the
                              aggregate amount of cash actually distributed by
                              such Person during such period to the Company or a
                              Restricted Subsidiary as a dividend or other
                              distribution (subject, in the case of a dividend
                              or other distribution to a Restricted Subsidiary,
                              to the limitations contained in clause (3) below)
                              and


                                       7
<PAGE>   16
                         (B)  the Company's equity in a net loss of any such
                              Person (other than an Unrestricted Subsidiary) for
                              such period shall be included in determining such
                              Consolidated Net Income;

                  (2) any net income (loss) of any person acquired by the
         Company or a Subsidiary in a pooling of interests transaction for any
         period prior to the date of such acquisition;

                  (3) any net income (loss) of any Restricted Subsidiary if such
         Restricted Subsidiary is subject to restrictions, directly or
         indirectly, on the payment of dividends or the making of distributions
         by such Restricted Subsidiary, directly or indirectly, to the Company
         (other than restrictions contained in Specified Subsidiary Debt),
         except that:

                         (A)  subject to the limitations contained in clause (4)
                              below, the Company's equity in the net income of
                              any such Restricted Subsidiary for such period
                              shall be included in such Consolidated Net Income
                              up to the aggregate amount of cash that could have
                              been distributed by such Restricted Subsidiary
                              during such period to the Company or another
                              Restricted Subsidiary as a dividend (subject, in
                              the case of a dividend that could have been made
                              to another Restricted Subsidiary, to the
                              limitation contained in this clause) and

                         (B)  the Company's equity in a net loss of any such
                              Restricted Subsidiary for such period shall be
                              included in determining such Consolidated Net
                              Income;

                  (4) any gain (but not loss) realized upon the sale or other
         disposition of any asset of the Company or its Consolidated
         Subsidiaries (including pursuant to any Sale/Leaseback Transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business and any gain (but not loss) realized upon the sale or other
         disposition of any Capital Stock of any Person;

                  (5) any extraordinary gain or loss; and

                  (6) the cumulative effect of a change in accounting
         principles.


                                       8
<PAGE>   17
                           Notwithstanding the foregoing, for the purpose of
                  Section 4.05 only, there shall be excluded from Consolidated
                  Net Income any dividends, repayments of loans or advances or
                  other transfers of assets from Unrestricted Subsidiaries to
                  the Company or a Restricted Subsidiary to the extent such
                  dividends, repayments or transfers increase the amount of
                  Restricted Payments permitted under such Section pursuant to
                  clause (C)(iv) of paragraph (a) thereof.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of
determination, the sum of the total assets (less accumulated depreciation and
amortization, allowances for doubtful receivables, other applicable reserves and
other properly deductible items) of the Company and its Consolidated Restricted
Subsidiaries, after giving effect to purchase accounting and after deducting
therefrom Consolidated Current Liabilities and, to the extent otherwise
included, the amounts of (without duplication):

                  (1) the excess of cost over fair market value of assets or
         businesses acquired;

                  (2) any revaluation or other write-up in book value of assets
         subsequent to the last day of the fiscal quarter of the Company
         immediately preceding the Issue Date as a result of a change in the
         method of valuation in accordance with GAAP;

                  (3) unamortized debt discount and expenses and other
         unamortized deferred charges, goodwill, patents, trademarks, service
         marks, trade names, copyrights, licenses, organization or developmental
         expenses and other intangible items;

                  (4) minority interests in Consolidated Subsidiaries held by
         Persons other than the Company or any Restricted Subsidiary;

                  (5) treasury stock;

                  (6) cash set aside and held in a sinking or other analogous
         fund established for the purpose of redemption or other retirement of
         Capital Stock to the extent such obligation is not reflected in
         Consolidated Current Liabilities; and

                  (7) Investments in and assets of Unrestricted Subsidiaries.


                                       9
<PAGE>   18
         "CONSOLIDATION" means the consolidation of the amounts of each of the
Subsidiaries of a Person with those of such Person in accordance with GAAP
consistently applied; provided, however, that, in the case of the Company,
"Consolidation" shall not include consolidation of the accounts of any
Unrestricted Subsidiary, but the interest of the Company or any Restricted
Subsidiary in an Unrestricted Subsidiary shall be accounted for as an
investment. The term "Consolidated" has a correlative meaning.

         "CREDIT FACILITY" means the credit agreement dated as of July 25, 1997,
as amended, waived or otherwise modified from time to time, among Grupo
Iusacell, S.A. de C.V., the lenders named therein and Chase Manhattan Bank, as
administrative agent (except to the extent that any such amendment, waiver or
other modification thereto would be prohibited by the terms of this Indenture,
unless otherwise agreed to by the Holders of at least a majority in aggregate
principal amount of Securities at the time outstanding).

         "CUMULATIVE EBITDA" means, at any date of determination, the cumulative
EBITDA of the Company from and after the first day of the fiscal quarter of the
Company following the end of the most recent fiscal quarter of the Company
preceding the Issue Date to the end of the most recent fiscal quarter of the
Company ending at least 45 days prior to the taking of any action for the
purpose of which the determination is being made.

         "CUMULATIVE INTEREST EXPENSE" means, at any date of determination, the
aggregate amount of Consolidated Interest Expense Incurred by the Company from
and after the first day of the fiscal quarter of the Company following the end
of the most recent fiscal quarter of the Company preceding the Issue Date to the
end of the most recent fiscal quarter of the Company ending at least 45 days
prior to the taking of any action for the purpose of which the determination is
being made.

         "CURRENCY AGREEMENT" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

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

         "DEPOSITARY" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, "Depositary" shall mean or include such successor.


                                       10
<PAGE>   19
         "DISQUALIFIED STOCK" means, with respect to any Person, any Capital
Stock which by its terms (or the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event:

                  (1) matures or is or could become mandatorily redeemable
         pursuant to a sinking fund obligation or otherwise,

                  (2) is or could become convertible or exchangeable for
         Indebtedness or Disqualified Stock, or

                  (3) is or could become redeemable at the option of the Holder
         thereof, in whole or in part, in each case on or prior to the first
         anniversary of the Stated Maturity of the Securities.

         "DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than U.S. dollars, at any time for the determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the noon buying rate for the purchase of
U.S. dollars with the applicable foreign currency reported by the Federal
Reserve Bank of New York, or if no noon buying rate is so reported, at the spot
rate for the purchase of U.S. dollars with the applicable foreign currency as
quoted by The Chase Manhattan Bank in New York City at approximately 11:00 a.m.
(New York City time):

                  (1) with respect to the calculation of Leverage Ratio,
         Cumulative EBITDA and Cumulative Interest Expense, as of the end of the
         most recent fiscal quarter of the Company ending at least 45 days prior
         to the taking of any action for the purpose of which the determination
         is being made or

                  (2) with respect to the monetary amount of a transaction
         occurring subsequent to the end of such fiscal quarter, on the date two
         Business Days prior to such determination.

         "EBITDA" for any period means the Consolidated Net Income for such
period, plus the following to the extent deducted in calculating such
Consolidated Net Income:

                  (1) income and asset tax expense and employee profit sharing
         expense,

                  (2) Consolidated Interest Expense,


                                       11
<PAGE>   20
                  (3) depreciation expense,

                  (4) amortization expense,

                  (5) foreign exchange losses that are reported below the
         "Operating profit (loss)" line on the Company's consolidated income
         statements and

                  (6) all non-cash items that are reported below the "Operating
         profit (loss)" line on the Company's consolidated income statements,
         including monetary losses (other than items that will require cash
         payments and for which an accrual or reserve is, or is required by GAAP
         to be, made), less the following to the extent included in calculating
         such Consolidated Net Income:

                         (A)  income and asset tax benefit,

                         (B)  foreign exchange gains that are reported below the
                              "Operating profit (loss)" line on the Company's
                              consolidated statements of income,

                         (C)  all non-cash items that are reported below the
                              "Operating profit (loss)" line on the Company's
                              consolidated statements of income, including
                              monetary gains (other than items that will result
                              in the receipt of cash payments), in each case for
                              such period, and

                         (D)  all income and capital gain earned from the
                              investment and reinvestment of amounts in the
                              Security Account.

                           In addition, the cost of handsets given to customers
                  in such period shall be deducted from EBITDA to the extent not
                  already deducted in determining Consolidated Net Income.

                           Notwithstanding the foregoing, the provision for
                  taxes based on the income or profits of, and the depreciation
                  and amortization of, a Subsidiary of the Company shall be
                  added to Consolidated Net Income to compute EBITDA only to the
                  extent (and in the same proportion) that the net income (loss)
                  of such Subsidiary was included in calculating Consolidated
                  Net Income and only if a corresponding amount would be
                  permitted at the date of determination to be dividended to the
                  Company by such


                                       12
<PAGE>   21
                  Subsidiary without prior approval (or with approval that has
                  been obtained), pursuant to the terms of its charter and all
                  agreements (other than Specified Subsidiary Debt),
                  instruments, judgments, decrees, orders, statutes, rules and
                  governmental regulations applicable to such Subsidiary or its
                  stockholders.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXCHANGE AND REGISTRATION RIGHTS AGREEMENT" means the Exchange and
Registration Rights Agreement dated as of the Issue Date by and among the
Initial Purchasers, the Company and the Initial Guarantors, as such agreement
may be amended, modified, or supplemented from time to time in accordance with
the terms thereof.

         "EXCHANGE SECURITIES" means the Registered Exchange Securities and the
Private Exchange Securities, collectively.

         "EXIMBANK FACILITY" means the credit agreement dated as of March 3,
1999, as amended, waived or otherwise modified from time to time, among Grupo
Iusacell, S.A. de C.V., the guarantors named therein, UBS AG, as lender and
collateral agent and Export-Import Bank of the United States and the commercial
loan agreement dated as of March 3, 1999, as amended, waived or otherwise
modified from time to time, among Grupo Iusacell, S.A. de C.V., the guarantors
named therein, Commerzbank AG, as commercial lender, and UBS AG, as commercial
lender and commercial agent and as collateral agent (except in each case to the
extent that any such amendment, waiver or other modification thereto would be
prohibited by the terms of this Indenture, unless otherwise agreed to by the
Holders of at least a majority in aggregate principal amount of notes at the
time outstanding).

         "FAIR MARKET VALUE" means, with respect to any property, the price
which could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value will be
determined, except as otherwise provided:

                  (1) if such property has a Fair Market Value equal to or less
         than U.S.$10.0 million, by an Officer of the Company or

                  (2) if such Property has a Fair Market Value in excess of
         U.S.$10.0 million, by a majority of the Board of Directors and
         evidenced by a resolution of the Board of Directors promptly delivered
         to the Trustee.


                                       13
<PAGE>   22
         "GAAP" means generally accepted accounting principles in Mexico as in
effect as of the Issue Date. All ratios and computations based on GAAP contained
in this Indenture shall be computed in conformity with GAAP.

         "GLOBAL SECURITY" means a Security that is in the form of Exhibit A,
Exhibit B or Exhibit C hereto that includes the Global Security Legend.

         "GLOBAL SECURITY LEGEND" means the legend set forth under such caption
in Exhibit A, Exhibit B and Exhibit C hereto.

         "GOVERNMENT SECURITIES" means securities that are (a) direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) of the payment of which the full faith and credit of
the United States of America is pledged, (b) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America or (c) obligations of a
Person the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America.

         "GRUPO IUSACELL NOTES" means 10% Senior Notes of Grupo Iusacell, S.A.
de C.V. due 2004 originally issued in $150,000,000 principal amount.

         "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person:

                  (1) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Indebtedness or other obligation of such
         other Person (whether arising by virtue of partnership arrangements, or
         by agreement to keep-well, to purchase assets, goods, securities or
         services, to take-or-pay, or to maintain financial statement conditions
         or otherwise) or

                  (2) entered into for purposes of assuring in any other manner
         the obligee of such Indebtedness or other obligation of the payment
         thereof or to protect such obligee against loss in respect thereof (in
         whole or in part); provided, however, that the term "Guarantee" shall
         not include endorsements for collection or deposit in the ordinary
         course of business. The term "Guarantee" used as a verb has a
         corresponding meaning.


                                       14
<PAGE>   23
         "HEDGING OBLIGATIONS" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

         "HOLDER" or "SECURITYHOLDER" means the Person in whose name a Security
is registered on the Registrar's books.

         "INCUR" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary; provided further, that solely for
purposes of determining compliance with Section 4.03, amortization of debt
discount shall not be deemed to be the Incurrence of Indebtedness; provided
further, that in the case of Indebtedness sold at a discount, the amount of such
Indebtedness Incurred shall at all times be the aggregate principal amount at
Stated Maturity.

         "INDEBTEDNESS" means, with respect to any Person on any date of
determination (without duplication):

                  (1) the principal of and premium (if any) in respect of
         indebtedness of such Person for borrowed money;

                  (2) the principal of and premium (if any) in respect of
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments (other than (A) promissory notes or similar
         instruments issued in the ordinary course of business to guarantee the
         payment of Trade Payables, and (B) obligations entered into in the
         ordinary course of business to the extent not drawn upon, or if drawn,
         such drawing is reimbursed no later than the third Business Day
         following payment);

                  (3) all obligations of such Person in respect of letters of
         credit, surety bonds or other similar instruments (including
         reimbursement obligations with respect thereto) other than obligations
         entered into in the ordinary course of business to the extent not drawn
         upon, or if drawn, such drawing is reimbursed no later than the third
         Business Day following payment;

                  (4) all obligations of such Person to pay the deferred and
         unpaid purchase price of property or services (except Trade Payables),
         which purchase price is due more than 270 days after the date of
         placing such property in service or taking delivery and title thereto
         or the completion of such services;


                                       15
<PAGE>   24
                  (5) all Capitalized Lease Obligations and all Attributable
         Debt of such Person;

                  (6) the amount of all obligations of such Person with respect
         to the redemption, repayment or other repurchase of any Disqualified
         Stock or, with respect to the Company, any Preferred Stock of the
         Restricted Subsidiaries (but excluding, in each case, any accrued
         dividends);

                  (7) all Indebtedness of other Persons secured by a Lien on any
         asset of such Person, whether or not such Indebtedness is assumed by
         such Person; provided, however, that the amount of Indebtedness of such
         Person shall be the lesser of:

                         (A)  the fair market value of such asset at such date
                              of determination and

                         (B)  the amount of such Indebtedness of such other
                              Persons;

                  (8) all Indebtedness of other Persons to the extent Guaranteed
         by such Person; and

                  (9) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person.

                  The amount of Indebtedness of any Person at any date shall be
         the outstanding balance at such date of all unconditional obligations
         as described above and the maximum liability, upon the occurrence of
         the contingency giving rise to the obligation, of any contingent
         obligations described above at such date. The amount of Indebtedness
         with respect to Hedging Obligations shall be:

                         (A)  zero, if such Hedging Obligation is permitted
                              pursuant to clause (b) (5) (B) of Section 4.03 or

                         (B)  the notional amount of such Hedging Obligation, if
                              such Hedging Obligation is not so permitted.

         "INDENTURE" means this Indenture as amended or supplemented from time
to time.


                                       16
<PAGE>   25
         "INITIAL PURCHASERS" means Chase Securities Inc., Salomon Smith Barney
Inc. and the other several Initial Purchasers named on Schedule 1 to the
Purchase Agreement.

         "INTEREST RATE AGREEMENT" means with respect to any Person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.

         "INVESTMENT" in any Person means any direct or indirect advance (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of the lender), loan or other
extension of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person.

         For purposes of the definition of "Unrestricted Subsidiary" and Section
4.05,

                  (1) "Investment" shall include the portion (proportionate to
         the Company's equity interest in such Subsidiary) of the fair market
         value of the net assets of any Subsidiary of the Company at the time
         that such Subsidiary is designated an Unrestricted Subsidiary;
         provided, however, that upon a redesignation of such Subsidiary as a
         Restricted Subsidiary, the Company shall be deemed to continue to have
         a permanent "Investment" in an Unrestricted Subsidiary in an amount (if
         positive) equal to:

                         (A)  the Company's "Investment" in such Subsidiary at
                              the time of such redesignation less

                         (B)  the portion (proportionate to the Company's equity
                              interest in such Subsidiary) of the fair market
                              value of the net assets of such Subsidiary at the
                              time of such redesignation; and

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

         "ISSUE DATE" means the date on which the Securities are originally
issued.


                                       17
<PAGE>   26
         "JOINT VENTURE INVESTMENT" means

                  (1) any sale, lease, transfer, issuance or other disposition
         of shares of Capital Stock of a Subsidiary, property or other assets by
         the Company or any of the Restricted Subsidiaries (including any
         disposition by means of a merger, consolidation or similar transaction)
         which is engaged in or used in, as applicable, a Related Business, in
         exchange for which the Company or a Restricted Subsidiary receives
         Capital Stock of another Person (other than the Company or a Restricted
         Subsidiary) engaged primarily in a Related Business, provided that the
         fair market value of such Capital Stock is at least equal to the fair
         market value of such shares, property or assets that are the subject of
         such disposition and

                  (2) any Investment in Iusacell PCS, S.A. de C.V.

         "LEVERAGE RATIO" means the ratio of:

                  (1) the outstanding consolidated Indebtedness of a Person and
         its Subsidiaries (or in the case of the Company, the Restricted
         Subsidiaries) divided by

                  (2) the Annualized EBITDA of such Person.

         "LIEN" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

         "MASTER TECHNICAL SERVICES AGREEMENT" means the Master Technical
Services Agreement by and between Bell Atlantic International, Inc. and
Sistecel, S.A. de CV, effective as of January 1, 1997, without giving effect to
any amendment, waiver or other modification thereof.

         "MEXICO" means the United Mexican States.

         "NET AVAILABLE CASH" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a promissory note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the shares, properties or other assets that are the
subject of such Asset Disposition or received in any other noncash form)
therefrom, in each case net of


                                       18
<PAGE>   27
                  (1) all legal, title and recording tax expenses, commissions
         and other fees and expenses incurred, and all Federal, state,
         provincial, foreign and local taxes required to be paid or accrued as a
         liability under GAAP, as a consequence of such Asset Disposition,

                  (2) all payments made on any Indebtedness which is secured by
         any assets subject to such Asset Disposition, in accordance with the
         terms of any Lien upon such assets, or which (unless it is Subordinated
         Debt) must by its terms, or in order to obtain a necessary consent to
         such Asset Disposition, or by applicable law be repaid out of the
         proceeds from such Asset Disposition,

                  (3) all distributions and other payments required to be made
         to minority interest holders in Subsidiaries or joint ventures as a
         result of such Asset Disposition and

                  (4) appropriate amounts to be provided by the seller as a
         reserve, in accordance with GAAP against any liabilities associated
         with the assets disposed of in such Asset Disposition and retained by
         the Company or any Restricted Subsidiary after such Asset Disposition.

         "NET CASH PROCEEDS", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

         "1997 INDENTURE" means the indenture dated as of July 25, 1997 among
Grupo Iusacell, S.A. de C.V., certain subsidiary guarantors and First Union
National Bank, as trustee.

         "NORTHERN REGION LICENSE HOLDER" means any holder or licensee of a
Cellular A-Band license in the Northern Regions.

         "NORTHERN REGIONS" means any one or more of Region 1, Region 2, Region
3 and Region 4, as such regions are on the date hereof referred to for Mexican
regulatory purposes.

         "OFFICER" of any Person means the Chairman of the Board, the Chief
Executive Officer, the Director General, the Chief Financial Officer, the Chief
Operating Officer, the President, any Vice President, the Treasurer or the
Secretary of such Person.


                                       19
<PAGE>   28
         "OFFICERS' CERTIFICATE" means a certificate signed by two Officers of
the Company or BAC, as the case may be.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

         "OWNERSHIP REGULATED SUBSIDIARIES" means each of Iusacell PCS, S.A. de
C.V. (personal communications services), Infotelecom, S.A. de C.V. (paging
services), Iusatel, S.A. de C.V. (long distance services),
Iusatelecomunicaciones, S.A. de C.V. (local wireless services), Punto-a-Punto
Iusacell, S.A. de C.V. (certain microwave operations) and any other Subsidiary
of the Company, in each case as to which applicable law or regulation prohibits
the Company from owning a majority of the Voting Stock thereof.

         "PERALTA GROUP" means Carlos Peralta Quintero and his Affiliates (other
than the Company and its Subsidiaries).

         "PERMITTED HOLDERS" means BAC and any Affiliate of BAC.

         "PERMITTED INVESTMENT" means an Investment by the Company or any
Restricted Subsidiary in:

                  (1) the Company, a Restricted Subsidiary or a Person which
         will, upon the making of such Investment, become a Restricted
         Subsidiary; provided, however, that the primary business of such
         Restricted Subsidiary is a Related Business;

                  (2) another Person if as a result of such Investment such
         other Person is merged or consolidated with or into, or transfers or
         conveys all or substantially all its assets to, the Company or a
         Restricted Subsidiary; provided, however, that such Person's primary
         business is a Related Business;

                  (3) Temporary Cash Investments;

                  (4) receivables owing to the Company or any Restricted
         Subsidiary, if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or any such Restricted Subsidiary deems
         reasonable under the circumstances;


                                       20
<PAGE>   29
                  (5) payroll, travel and similar advances to cover matters that
         are expected at the time of such advances ultimately to be treated as
         expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (6) loans or advances to employees made in the ordinary course
         of business consistent with past practices of the Company or such
         Restricted Subsidiary and not exceeding U.S.$3.0 million in the
         aggregate outstanding at any one time;

                  (7) stock, obligations or securities received in settlement of
         debts created in the ordinary course of business and owing to the
         Company or any Restricted Subsidiary or in satisfaction of judgments;

                  (8) any securities or other Investments received in compliance
         with Section 4.07;

                  (9) Joint Venture Investments in an aggregate amount not to
         exceed the greater of

                         (A)  U.S.$50.0 million and

                         (B)  5% of Consolidated Net Tangible Assets, provided
                              that the amount of any such Joint Venture
                              Investment shall be deemed to equal the Fair
                              Market Value at the time of disposition of the
                              shares of Capital Stock, property or other assets
                              disposed of in connection with such Joint Venture
                              Investment;

                  (10) Iusatelecomunicaciones, S.A. de C.V. as an Unrestricted
         Subsidiary in an aggregate amount not to exceed U.S.$12.0 million;

                  (11) any purchases of Indebtedness, options, futures and other
         securities in connection with Interest Rate Agreements or Currency
         Agreements permitted to be incurred under Section 4.03; and

                  (12) Iusacell PCS, S.A. de C.V. in an amount not to exceed
         U.S.$70.0 million, the entire proceeds of which are immediately used by
         Iusacell PCS, S.A. de C.V. to repay Indebtedness owing to Grupo
         Iusacell, S.A. de C.V.

         "PERMITTED LIENS" means, with respect to any Person:


                                       21
<PAGE>   30
                  (1) pledges or deposits by such Person under worker's
         compensation laws, unemployment insurance laws or similar legislation,
         or good faith deposits in connection with bids, tenders, contracts
         (other than for the payment of Indebtedness) or leases to which such
         Person is a party, or deposits to secure public or statutory
         obligations of such Person or deposits of cash or United States
         government bonds to secure surety bonds to which such Person is a
         party, or deposits as security for contested taxes or import duties or
         for the payment of rent, in each case Incurred in the ordinary course
         of business;

                  (2) Liens imposed by law, such as carriers', warehousemen's
         and mechanics' Liens, in each case for sums not yet due or being
         contested in good faith by appropriate proceedings or other Liens
         arising out of judgments or awards against such Person with respect to
         which such Person shall then be proceeding with an appeal or other
         proceedings for review and Liens arising solely by virtue of any
         statutory or common law provision relating to banker's Liens, rights of
         set-off or similar rights and remedies as to deposit accounts or other
         funds maintained with a creditor depository institution;

                  (3) Liens for taxes not yet due or payable or subject to
         penalties for non-payment and which are being contested in good faith
         by appropriate proceedings;

                  (4) Liens in favor of issuers of surety bonds or letters of
         credit issued pursuant to the request of and for the account of such
         Person in the ordinary course of its business;

                  (5) survey exceptions, encumbrances, easements or reservations
         of, or rights of others for, licenses, rights-of-way, sewers, electric
         lines, telegraph and telephone lines and other similar purposes, or
         zoning or other restrictions as to the use of real properties or Liens
         incidental to the conduct of the business of such Person or to the
         ownership of its properties which were not Incurred in connection with
         Indebtedness and which do not in the aggregate materially adversely
         affect the value of said properties or materially impair their use in
         the operation of the business of such Person;

                  (6) Liens on property or assets that are the subject of
         Indebtedness permitted under clause (8) of paragraph (b) of Section
         4.03 (other than the Refinancing Indebtedness referred to in such
         clause (8) which Refinancing Indebtedness shall be the subject of
         clause (15) below); provided, however, that:


                                       22
<PAGE>   31
                         (A)  any such Lien is limited to the specific property
                              or asset being financed or, in the case of real
                              property or fixtures, including additions and
                              improvements, the real property on which such
                              asset is attached,

                         (B)  such Indebtedness is Incurred solely for the
                              purpose of financing the acquisition, construction
                              or lease of such property or asset and

                         (C)  such Indebtedness is incurred within 365 days
                              after the later of the acquisition, completion of
                              construction, repair, improvement or addition or
                              commencement of full operation of such property or
                              asset by the Company or a Restricted Subsidiary;

                  (7) Liens existing on the Issue Date or required to be granted
         pursuant to the terms of Indebtedness existing on the Issue Date as in
         effect on the Issue Date;

                  (8) Liens on property of a Person at the time such Person
         becomes a Subsidiary; provided, however, such Liens are not created,
         Incurred or assumed in connection with, or in contemplation of, such
         Person becoming such a Subsidiary of the Company; provided further,
         however, that such Liens may not extend to any other property owned by
         the Company or any Restricted Subsidiary (other than assets and
         property affixed or appurtenant thereto);

                  (9) Liens on property at the time the Company or a Restricted
         Subsidiary acquired the property, including any acquisition by means of
         a merger or consolidation with or into the Company or any Restricted
         Subsidiary; provided, however, that such Liens are not created,
         Incurred or assumed in connection with, or in contemplation of, such
         acquisition; provided further, however, that the Liens may not extend
         to any other property owned by the Company or any Restricted Subsidiary
         (other than assets and property affixed or appurtenant thereto);

                  (10) Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or a Wholly Owned
         Subsidiary;

                  (11) Liens securing Hedging Obligations so long as the related
         Hedging Obligations are permitted under clause (5)(B) of paragraph (b)
         of Section 4.03;


                                       23
<PAGE>   32
                  (12) Liens in an aggregate amount not in excess of U.S.$10.0
         million or its foreign currency equivalent at any time outstanding
         securing one or more judgments or decrees against the Company or one of
         its Subsidiaries, so long all such judgments or decrees are being
         contested in good faith and any appropriate legal proceedings which may
         have been duly initiated for the review of any such judgment or decree
         shall not have been finally terminated or the period within which such
         proceedings may be initiated shall not have expired;

                  (13) leases and subleases of real property entered into in the
         ordinary course of the business of the Company or the applicable
         Restricted Subsidiary which do not interfere with the ordinary conduct
         of the business of the Company or any Restricted Subsidiary, and which
         are made on customary and usual terms applicable to similar properties;

                  (14) any interest or title by a lessor or sublessor, or any
         Lien in favor of a landlord, arising under any real or personal
         property lease under which the Company or any of the Restricted
         Subsidiaries is a lessee, sublessee or subtenant and which the Company
         or such Restricted Subsidiary entered into in the ordinary course of
         its business (other than any Lien securing any Capitalized Lease
         Obligation, Purchase Money Indebtedness or Sale/Leaseback Transaction);

                  (15) Liens to secure any refinancing, refunding, extension,
         renewal or replacement (or successive refinancings, refundings,
         extensions, renewals or replacements) as a whole, or in part, of any
         Indebtedness secured by any Lien referred to in the foregoing clauses
         (6), (7), (8) and (9); provided, however, that:

                         (A)  such new Lien shall be limited to all or part of
                              the same property that secured the original Lien
                              (plus improvements on such property) and

                         (B)  the Indebtedness secured by such Lien at such time
                              is not increased to any amount greater than the
                              sum of:

                                    (i)      the outstanding principal amount
                                             or, if greater, committed amount of
                                             the Indebtedness described under
                                             clause (6), (7), (8) or (9) at the
                                             time the original Lien became a
                                             Permitted Lien under this Indenture
                                             and


                                       24
<PAGE>   33
                                    (ii)     an amount necessary to pay any fees
                                             and expenses, including premiums,
                                             related to such refinancing,
                                             refunding, extension, renewal or
                                             replacement.

                                    (16) Liens Incurred in connection with
                           Capitalized Lease Obligations permitted under this
                           Indenture; provided that such Liens do not extend or
                           cover any property other than the property that is
                           the subject of the Capitalized Lease Obligation;

                                    (17) Liens Incurred in the ordinary course
                           of business of the Company and its Subsidiaries with
                           respect to obligations that do not exceed U.S.$10
                           million at any one time outstanding;

                                    (18) Liens in favor of the Company or any
                           Restricted Subsidiary; and

                                    (19) the Lien on the Security Account in
                           favor of the Holders of the Securities.

         "PERMITTED SECURITIZATION TRANSACTION" means any sale, discount,
conveyance or other disposition of receivables generated through the Company's
Consolidated operations:

                  (1) that is made without representation or warranty (except
         for representations and warranties normally and customarily given by
         sellers and servicers in connection with asset securitization
         transactions),

                  (2) that is made pursuant to bona fide transactions with third
         parties for Fair Market Value,

                  (3) in respect of which the Company and the Restricted
         Subsidiaries neither incur nor accept any risk other than risk in
         respect of the representations and warranties as described in clause
         (1) above, risk arising in connection with the obligation to service
         such receivables and other risks normally and customarily incurred or
         accepted by sellers and servicers and their affiliates in connection
         with asset securitization transactions and

                  (4) that the Company in good faith accounts for as, and
         intends that such transactions will be characterized under U.S. GAAP
         (as defined below) as, a "true sale" and not a liability.


                                       25
<PAGE>   34
         "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

         "PLEDGED SECURITIES" means the securities purchased by the Company with
a portion of the net proceeds from the initial offer and sale by the Company of
the Initial Securities, which shall consist of Government Securities, to be
deposited in the Security Account.

         "PREFERRED STOCK", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "PRINCIPAL" of a Security means the principal of the Security plus the
premium, if any, payable on the Security which is due or overdue or is to become
due at the relevant time.

         "PRIVATE EXCHANGE" shall have the meaning set forth in the Exchange and
Registration Rights Agreement.

         "PRIVATE EXCHANGE SECURITIES" means notes of the Company to be
delivered in a Private Exchange pursuant to the Exchange and Registration Rights
Agreement.

         "PRIVATE PLACEMENT LEGEND" means the legend set forth under such
caption in Exhibit A and Exhibit C hereto.

         "PRO FORMA EBITDA" means for any Person, for any period, the EBITDA of
such Person as determined on a Consolidated basis in accordance with GAAP
consistently applied after giving effect to the following:

                  (1) if, during or after such period, such Person or any of its
         Subsidiaries shall have made any disposition of any Person or business,
         Pro Forma EBITDA of such Person and its Subsidiaries shall be computed
         so as to give pro forma effect to such disposition as if such
         disposition occurred at the beginning of such period,

                  (2) if, during or after such period, such Person or any of its
         Subsidiaries completes an acquisition of any Person or business which
         immediately after such acquisition is a Subsidiary of such Person or
         whose


                                       26
<PAGE>   35
         assets are held directly by such Person or a Subsidiary of such Person,
         Pro Forma EBITDA shall be computed so as to give pro forma effect to
         the acquisition of such Person or business as if such acquisition
         occurred at the beginning of such period and

                  (3) if during or after such period, such Person or any of its
         Subsidiaries Incurs or repays any Indebtedness, Pro Forma EBITDA shall
         be computed so as to give pro forma effect to such Incurrence or
         repayment; provided, however, that, with respect to the Company, all
         the foregoing references to "Subsidiary" or "Subsidiaries" shall be
         deemed to refer only to "Restricted Subsidiaries."

         "PUBLIC EQUITY OFFERING" means an underwritten primary public offering
of common stock of the Company pursuant to an effective registration statement
under the Securities Act or in Mexico pursuant to the Mexican Securities Market
Law (Ley del Mercado de Valores) and the regulations of the Comision Nacional
Bancaria y de Valores (the Mexican National Banking and Securities Commission).

         "PURCHASE AGREEMENT" means the Purchase Agreement dated December
9, 1999, among the Company, Grupo Iusacell, S.A. de C.V. and the Initial
Purchasers.

         "PURCHASE MONEY INDEBTEDNESS" means Indebtedness:

                  (1) consisting of the deferred purchase price of property
         (including, without limitation, handset inventory), conditional sale
         obligations, obligations under any title retention agreement and other
         purchase money obligations, in each case where the maturity of such
         Indebtedness does not exceed the anticipated useful life of the asset
         being financed, and

                  (2) Incurred in the ordinary course of business solely to
         finance the acquisition, construction or lease by the Company or a
         Restricted Subsidiary of such asset, including repairs, additions and
         improvements thereto.

         "REDEMPTION DATE" means the date fixed for the redemption of a Security
established by or pursuant to Section 3.07 and 3.08.

         "REFINANCING INDEBTEDNESS" means Indebtedness that is Incurred to
refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances" and "refinanced"


                                       27
<PAGE>   36
shall have a correlative meaning) any Indebtedness existing on the date of this
Indenture or Incurred in compliance with this Indenture (including Indebtedness
of the Company that refinances Indebtedness of any Restricted Subsidiary (to the
extent permitted in this Indenture) and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that:

                  (1) the Refinancing Indebtedness has a Stated Maturity no
         earlier than the Stated Maturity of the Indebtedness being refinanced,

                  (2) the Refinancing Indebtedness has an Average Life at the
         time such Refinancing Indebtedness is Incurred that is equal to or
         greater than the Average Life of the Indebtedness being refinanced,

                  (3) the Refinancing Indebtedness shall not be senior in right
         of payment to the Indebtedness being refinanced and

                  (4) such Refinancing Indebtedness is Incurred in an aggregate
         principal amount (or if issued with original issue discount, an
         aggregate issue price) that is equal to or less than the sum of:

                         (A)  the aggregate principal amount (or if issued with
                              original issue discount, the aggregate accreted
                              value) then outstanding of the Indebtedness being
                              refinanced and

                         (B)  the amount of prepayment premiums owed, if any,
                              not in excess of the amount provided for by the
                              preexisting prepayment provisions of such
                              Indebtedness being refinanced; provided further,
                              however, that Refinancing Indebtedness shall not
                              include:

                                    (i)      Indebtedness of a Restricted
                                             Subsidiary that refinances
                                             Indebtedness of the Company or

                                    (ii)     Indebtedness of the Company or a
                                             Restricted Subsidiary that
                                             refinances Indebtedness of an
                                             Unrestricted Subsidiary.

         "REGISTERED EXCHANGE OFFER" shall have the meaning set forth in the
Exchange and Registration Rights Agreement.


                                       28
<PAGE>   37
         "REGISTERED EXCHANGE SECURITIES" means notes of the Company to be
delivered in a Registered Exchange Offer pursuant to the Exchange and
Registration Rights Agreement.

         "REGISTRABLE SECURITIES" means (i) each Initial Security until the date
on which such Security has been exchanged for a freely transferable Security in
the Registered Exchange Offer, (ii) each Initial Security or Private Exchange
Security until the date on which it has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iii) each Initial Security or Private Exchange Security until the
date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

         "RELATED BUSINESS" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.

         "REPRESENTATIVE" means the trustee, agent or representative (if any)
for an issue of Designated Senior Indebtedness.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

         "SALE/LEASEBACK TRANSACTION" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person, other than leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries.

         "SEC" means the United States Securities and Exchange Commission.

         "SECONDMENT AGREEMENT" means the Agreement for the Reimbursement of
Compensation Expense (Secondment Agreement) by and between Bell Atlantic
International, Inc. and Sistecel, S.A. de C.V. , effective as of January 1,
1997, without giving effect to any subsequent amendment, waiver or other
modification thereof.

         "SECURITY ACCOUNT" means the security account created under the
Security Agreement.

         "SECURITY AGREEMENT" means the agreement dated as of the Issue Date
between the Company and The Bank of New York, as security agent.


                                       29
<PAGE>   38
         "SECURED INDEBTEDNESS" means any Indebtedness of the Company or a
Restricted Subsidiary secured by a Lien.

         "SECURITIES" means, collectively, the Initial Securities and, when and
if issued as provided in the Exchange and Registration Rights Agreement, the
Exchange Securities.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that would be
a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

         "SPECIFIED SUBSIDIARY DEBT" means:

                  (1) the Grupo Iusacell Notes, the Credit Facility and the
         Eximbank Facility, in each case as in effect on the Issue Date and

                  (2) any refinancing permitted under this Indenture provided
         that the terms of such debt refinancing are not more restrictive.

         "STATED MATURITY" means, with respect to any security or Indebtedness,
the date specified in such security or credit document as the fixed date on
which the final payment of principal of such security or Indebtedness is due and
payable, including pursuant to any mandatory redemption or prepayment provision
(but excluding any provision providing for the repurchase of such security or
prepayment of such Indebtedness at the option of the holder thereof or creditor
thereunder upon the happening of any contingency beyond the control of the
issuer or borrower unless such contingency has occurred).

         "STRATEGIC INVESTOR" means any Person beneficially owning at least 10%
of the Company's outstanding Capital Stock (on a fully diluted basis) and any
Affiliate of such Person.

         "STRATEGIC SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
granted by Strategic Investors which by its terms, or by the terms of any
agreement or instrument pursuant to which such Indebtedness is Incurred,

                  (1) is expressly made subordinate in right of payment to the
         Securities on the terms provided in this Indenture and

                  (2) provides that no payment of principal, premium or interest
         on, or any other payment with respect to, such Indebtedness may be made
         until


                                       30
<PAGE>   39
         one year after the payment in full of all of the Company's obligations
         under the Securities (other than for Mexican withholding taxes with
         respect to interest paid in kind in the form of additional Strategic
         Subordinated Indebtedness in an amount not to exceed 15% of the
         aggregate principal amount of such additional Strategic Subordinated
         Indebtedness).

         "SUBORDINATED OBLIGATION" means

                  (1) any Strategic Subordinated Indebtedness and

                  (2) any Indebtedness (whether outstanding on the Issue Date or
         thereafter Incurred) of the Company or any Restricted Subsidiary that
         is subordinate and junior in right of payment to the Securities, as the
         case may be, pursuant to a written agreement.

         "SUBSIDIARY" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by:

                  (1) such Person or

                  (2) one or more Subsidiaries of such Person;

provided, however, that each Ownership Regulated Subsidiary shall be deemed to
be a Subsidiary of the Company for so long as:

                  (A)      the Company beneficially owns a majority of the
                           outstanding Capital Stock thereof and

                  (B)      applicable law or regulation prohibits the Company
                           from beneficially owning a majority of the Voting
                           Stock of such Ownership Regulated Subsidiary.

         "TEMPORARY CASH INVESTMENTS" means any of the following:

                  (1) direct obligations of the United States of America or any
         agency or instrumentality thereof with a maturity of 365 days or less
         from the date of acquisition and other obligations issued or directly
         and fully guaranteed or insured by the United States of America or any
         agency or


                                       31
<PAGE>   40
         instrumentality thereof (provided that the full faith and credit of the
         United States of America is pledged in support thereof);

                  (2) demand deposits, certificates of deposit or Eurodollar
         deposits with a maturity of 365 days or less from the date of
         acquisition of any financial institution which at the date of
         acquisition has combined capital and surplus and undivided profits of
         not less than U.S.$500.0 million (or any foreign currency equivalent
         thereof) and has outstanding indebtedness rated at least A by Standard
         & Poor's Ratings Group and at least A2 by Moody's Investors Service,
         Inc.;

                  (3) commercial paper, loan participation interests, medium
         term notes, asset backed securities and other promissory notes,
         including floating or variable rate obligations, issued by any Person
         other than the Company or an Affiliate of the Company, with a remaining
         maturity of 365 days or less from the date of acquisition and rated at
         least A-1 or A-, as applicable, by Standard & Poor's Rating Group and
         at least P-1 or A3, as applicable, by Moody's Investors Service, Inc.;

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

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

                  (6) instruments backed by letters of credit of institutions
         satisfying the requirements of clause (2) above;

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


                                       32
<PAGE>   41
         government and having a maturity of 365 days or less from the date of
         acquisition;

                  (8) any other instruments issued or guaranteed expressly by
         the Mexican government and denominated and payable in pesos and having
         a maturity of 365 days or less from the date of acquisition;

                  (9) demand deposits, certificates of deposit and bankers'
         acceptances denominated in pesos and issued by any of the five
         top-rated banks (as evaluated by any internationally recognized rating
         agency) organized under the laws of Mexico or any state thereof; and

                  (10) investment funds which invest solely in any of the
         instruments described in clauses (1) through (9) above.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of this Indenture, except as set forth in
Section 9.03.

         "TRANSFER RESTRICTED SECURITY" means any Initial Security (other than
Securities purchased pursuant to Regulation S) or any Private Exchange Security.

         "TRADE PAYABLES" means, with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.

         "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

         "TRUST OFFICER" means when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

         "UNIFORM COMMERCIAL CODE" means the New York Uniform Commercial Code as
in effect from time to time.

         "UNRESTRICTED SUBSIDIARY" means:


                                       33
<PAGE>   42
                  (1) Iusatelecomunicaciones, S.A. de C.V. (local wireless
         service),

                  (2) Iusacell PCS, S.A. de C.V. (PCS services),

                  (3) any Subsidiary of the Company that at the time of
         determination shall be designated an Unrestricted Subsidiary by the
         Board of Directors in the manner provided below and

                  (4) any Subsidiary of an Unrestricted Subsidiary.

         The Board of Directors may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary of the Company) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any
property of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that
either:

                         (A)  the Subsidiary to be so designated has total
                              consolidated assets of U.S.$1,000 or less or

                         (B)  if such Subsidiary has consolidated assets greater
                              than U.S.$1,000, then such designation would be
                              permitted under Section 4.05.

         The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation:

                                    (i)      the Company could Incur U.S.$1.00
                                             of additional Indebtedness under
                                             paragraph (a) of Section 4.03 and

                                    (ii)     no Default shall have occurred and
                                             be continuing. Any such designation
                                             by the Board of Directors shall be
                                             evidenced to the Trustee by
                                             promptly filing with the Trustee a
                                             copy of the resolution of the Board
                                             of Directors giving effect to such
                                             designation and an Officers'
                                             Certificate certifying that such
                                             designation complied with the
                                             foregoing provisions.

         "U.S. GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth


                                       34
<PAGE>   43
                  (1) in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants,

                  (2) statements and pronouncements of the Financial Accounting
         Standards Board,

                  (3) in such other statements by such other entity as approved
         by a significant segment of the accounting profession, and

                  (4) the rules and regulations of the SEC governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the SEC.

         "U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

         "VOTING STOCK" of a corporation means all classes of Capital Stock of
such corporation then outstanding and normally entitled to vote in the election
of directors.

         "WHOLLY OWNED SUBSIDIARY" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares) is owned by the Company
or another Wholly Owned Subsidiary.

         SECTION 1.02.  Other Definitions.


<TABLE>
<CAPTION>
                                                                                          DEFINED IN
TERM                                                                                        SECTION
-----------------------------------------------------------------------                   ----------
<S>                                                                                       <C>
"Additional Amounts"...................................................                        4.16
"Affiliate Transaction"................................................                        4.08
"Agent Members"........................................................                        2.13
"Bankruptcy Law".......................................................                        6.01
"Blockage Notice"......................................................                       12.03
"covenant defeasance option"...........................................                        8.01(b)
CT Corporation.........................................................                       13.11(a)
"Custodian"............................................................                        6.01
</TABLE>


                                       35
<PAGE>   44
<TABLE>
<CAPTION>
                                                                                          DEFINED IN
TERM                                                                                        SECTION
-----------------------------------------------------------------------                   ----------
<S>                                                                                       <C>
"Event of Default".....................................................                        6.01
"Excess Proceeds"......................................................                        4.07(a)
"Excessive Additional Amounts".........................................                        3.08
"IAIs".................................................................                        2.01(b)
"IAI Global Security"..................................................                        2.01(b)
"Initial Securities"...................................................                       Preamble
"legal defeasance option"..............................................                        8.01(b)
"Legal Holiday"........................................................                       13.08
Notice of Default......................................................                        6.01
"Obligations"..........................................................                       11.01
"Offer"................................................................                        4.07(b)
"Offer Amount".........................................................                        4.07(c)
"Offer Notice .........................................................                        4.09(b)
"Offer Period".........................................................                        4.07(c)
"Offer Time"...........................................................                        4.09(a)
"Offeror"..............................................................                        4.09(b)
"Paying Agent".........................................................                        2.03
"Payment Blockage Period"..............................................                       12.03
"Physical Securities"..................................................                        2.01(c)
"Purchase Date"........................................................                        4.07(c)
"QIB Global Security"..................................................                        2.01(b)
"QIBs".................................................................                        2.01(b)
"Registrar"............................................................                        2.03
"Regulation S".........................................................                        2.01(b)
"Regulation S Global Security".........................................                        2.01(b)
"Relevant Rating Agency"...............................................                        4.09(a)
"Restricted Payment"...................................................                        4.05
"Successor Company"....................................................                        5.01
"U.S. Global Securities"...............................................                        2.01(b)
</TABLE>

         SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.

         This Indenture is subject to the mandatory provisions of the TIA which
are incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture Securityholder" means a Securityholder.


                                       36
<PAGE>   45
                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company and
any other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

         SECTION 1.04.  Rules of Construction.  Unless the context otherwise
requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

                  (7) the principal amount of any noninterest bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP and accretion of principal on such
         security shall be deemed to be the Incurrence of Indebtedness; and

                  (8) the principal amount of any Preferred Stock shall be (i)
         the maximum liquidation value of such Preferred Stock or (ii) the
         maximum mandatory redemption or mandatory repurchase price with respect
         to such Preferred Stock, whichever is greater.


                                       37
<PAGE>   46
         SECTION 1.05. GAAP; Dollar Equivalents. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with
GAAP, and all such ratios and computations shall be translated into Dollar
Equivalents.



                                    ARTICLE 2

                                 THE SECURITIES

         SECTION 2.01.  Form and Dating.

          (a) the Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture, and as otherwise
provided in this Article 2. Any Registered Exchange Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit B,
which is incorporated in and expressly made a part of this Indenture, and as
otherwise provided in this Article 2. Any Private Exchange Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit C, which is incorporated in and expressly made a part of this Indenture,
and as otherwise provided in this Article 2. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Security
shall be dated the date of its authentication. The terms of the Securities set
forth in Exhibit A, Exhibit B and Exhibit C are part of the terms of this
Indenture. The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and integral multiples thereof.

          (b) The Initial Securities are being offered and sold by the Company
to the Initial Purchasers pursuant to the Purchase Agreement. The Initial
Securities will be offered and sold by the Initial Purchasers only (i) to
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBS") and (ii) in reliance on Regulation S under the Securities Act
("REGULATION S"). After such initial offers and sales, the Initial Securities
may be transferred to, among others, QIBS, in reliance on Regulation S and to
institutional "Accredited Investors" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) ("IAIS") in accordance with certain
transfer restrictions. The Initial Securities shall be issued initially in the
form of three permanent Global Securities (with separate CUSIP numbers)
substantially in the form set forth in Exhibit A deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and


                                       38
<PAGE>   47
authenticated by the Trustee as hereinafter provided. One such Global Security
shall represent the Initial Securities sold to QIBs (the "QIB GLOBAL SECURITY").
A second such Global Security shall represent the Initial Securities sold
pursuant to Regulation S (the "REGULATION S GLOBAL SECURITY"), and such Global
Security shall not contain the Private Placement Legend. A third such Global
Security shall represent any Initial Securities transferred to IAIs (the "IAI
GLOBAL SECURITY" and, together with the QIB Global Security, the "U.S. GLOBAL
SECURITIES"). The aggregate principal amount of each Global Security may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided. Transfers of Initial Securities between QIBs and IAIs and to
purchasers pursuant to Regulation S shall be represented by appropriate
increases and decreases to the respective amounts of the appropriate Global
Securities, as more fully provided in Section 2.14.

          (c) Initial Securities offered and sold other than as described in the
preceding two paragraphs, if any, shall be issued in the form of permanent
certificated securities in registered form in substantially the form set forth
in Exhibit A attached hereto without the Global Security Legend (the "PHYSICAL
SECURITIES").

         SECTION 2.02.  Execution and Authentication.  Two Officers of the
Company shall sign the Securities for the Company by manual or facsimile
signature.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

         A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

         The Trustee shall authenticate and deliver (i) Initial Securities for
original issue in an aggregate principal amount of $350,000,000, (ii) Registered
Exchange Securities for issue only in a Registered Exchange Offer, pursuant to
the Exchange and Registration Rights Agreement, for a like principal amount of
Initial Securities exchanged pursuant thereto and (iii) Private Exchange
Securities for issue only in a Private Exchange, pursuant to the Exchange and
Registration Rights Agreement, for a like principal amount of Initial Securities
exchanged pursuant thereto, in each case upon a written order of the Company
signed by two Officers of the Company or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the


                                       39
<PAGE>   48
Company. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated and whether the Securities are to be Initial Securities,
Registered Exchange Securities or Private Exchange Securities. The aggregate
principal amount of Securities outstanding at any time may not exceed
$350,000,000 except as provided in Section 2.07.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Any such appointment shall be
evidenced by an instrument signed by an authorized officer of the Trustee, a
copy of which shall be furnished to the Company. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

         SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "REGISTRAR") and an office or agency where Securities may
be presented for payment (the "PAYING AGENT"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any Wholly Owned Subsidiary incorporated in either the United States
or Mexico may act as Paying Agent, Registrar, co-registrar or transfer agent.

         The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

         The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Securities.

         The Company may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; provided, however,


                                       40
<PAGE>   49
that no such removal shall become effective until (i) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) above. The Registrar or Paying Agent may
resign at any time upon written notice given to the Company and the Trustee at
least ten Business Days prior to the effectiveness of such resignation;
provided, however, that the Trustee may resign as Paying Agent or Registrar only
if the Trustee also resigns as Trustee in accordance with Section 7.08.

         SECTION 2.04. Paying Agent to Hold Money in Trust. Prior to each due
date of the principal or interest on any Security, the Company shall deposit
with the Paying Agent a sum sufficient to pay such principal or interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee in its capacity as Paying Agent) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest on
the Securities and shall notify the Trustee of any default by the Company in
making any such payment. If the Company or any Subsidiary of the Company acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.

         Any money deposited with any Paying Agent, or then held by the Company
or any Subsidiary of the Company in trust for the payment of principal or
interest on any Security and remaining unclaimed for two years after such
principal or interest has become due and payable shall be paid to the Company at
its request, or, if then held by the Company or any such Subsidiary, shall be
discharged from such trust; and the Securityholders shall thereafter, as
unsecured general creditors, look only to the Company for payment thereof, and
all liability of the Paying Agent with respect to such money, and all liability
of the Company or such Subsidiary as trustee thereof, shall thereupon cease.

         SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish, or cause the Registrar to furnish, to the
Trustee, in writing at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date


                                       41
<PAGE>   50
as the Trustee may reasonably require of the names and addresses of
Securityholders.

         SECTION 2.06. Transfer and Exchange. The Securities shall be issued in
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer. When a Security is presented to the Registrar or a
co-registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(a) of the Uniform
Commercial Code are met. When Securities are presented to the Registrar or a
co-registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit registration of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's or co-registrar's request. The Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section.
The Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the
case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before the mailing of a
notice of Securities to be redeemed.

         Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of or interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

         Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interest in such Global Security
may be effected only through a book-entry system maintained by the Holder of
such Global Security (or its agent), and that ownership of a beneficial interest
in such Global Security shall be required to be reflected in a book entry.

         All Securities issued upon any transfer or exchange pursuant to this
Section shall evidence the same debt and shall be entitled to the same benefits
under this Indenture as the Securities surrendered upon such transfer or
exchange.

         SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section


                                       42
<PAGE>   51
8-405 of the Uniform Commercial Code are met, such that the Holder (i) satisfies
the Company and the Trustee within a reasonable time after he has notice of such
loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (ii) makes such request to the
Company or the Trustee prior to the Security being acquired by a bona fide
purchaser and (iii) satisfies any other reasonable requirements of the Trustee.
Such Holder shall furnish an indemnity bond sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, the Paying Agent,
the Registrar and any co-registrar from any loss that any of them may suffer if
a Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security. In the event any such mutilated, lost,
destroyed or wrongfully taken Security has become or is about to become due and
payable, the Company in its discretion may pay such Security instead of issuing
a new Security in replacement thereof.

         Every replacement Security is an additional obligation of the Company.

         The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

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

         If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless a Trust Officer of the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona fide
purchaser.

         If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture, then on and after that date
such Securities (or portions thereof) cease to be outstanding and interest on
them ceases to accrue.

         SECTION 2.09. Temporary Securities. Until Securities are ready for
delivery in permanent form, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in


                                       43
<PAGE>   52
the form of the corresponding permanent Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate permanent
Securities and deliver them in exchange for temporary Securities upon surrender
of such temporary Securities at the office or agency of the Company, without
charge to the Holders.

         SECTION 2.10. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel
(subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation unless the Company directs the Trustee to deliver canceled
Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.
The Trustee shall not authenticate Securities in place of canceled Securities
other than pursuant to the terms of this Indenture.

         SECTION 2.11. Defaulted Interest. If the Company defaults in a payment
of interest on the Securities, the Company shall pay the defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail or cause to be
mailed to each Securityholder a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

         SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may
use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use
CUSIP numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

         SECTION 2.13. Book-entry Provisions for Global Securities. (a) Each
Global Security initially shall (i) be registered in the name of the Depositary
for such Global Security or the nominee of such Depositary and (ii) be delivered
to the Trustee as custodian for such Depositary. Beneficial interests in the
Global


                                       44
<PAGE>   53
Securities may be held indirectly through members of or participants in
("AGENT MEMBERS") the Depositary (including Cedel and Euroclear in the case of
the Regulation S Global Security).

         Agent Members shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depositary, or the Trustee as
its custodian, or under such Global Security, and the Depositary may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Security.

         (b) Transfers of a Global Security shall be limited to transfers of
such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary (and Agent Member, if applicable) and the provisions of
Section 2.14. Physical Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in a Global Security if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or the Depositary ceases to be a clearing
agency registered under the Exchange Act, at a time when the Depositary is
required to be so registered in order to act as Depositary, and in each case a
successor depositary is not appointed by the Company within 90 days of such
notice, or (ii) the Company executes and delivers to the Trustee and Registrar
an Officers' Certificate stating that such Global Security shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary to permit such transfers.

         (c) The registered holder of a Global Security may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

         SECTION 2.14. Special Transfer Provisions. Unless and until a Transfer
Restricted Security is transferred or exchanged under an effective registration
statement under the Securities Act, the following provisions shall apply:


                                       45
<PAGE>   54
          (a) Transfers to Non-QIB IAIs. The minimum principal amount of
Securities that may be purchased by an IAI that is not a QIB is $100,000. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any IAI which is not a
QIB (other than pursuant to Regulation S):

                  (1) The Registrar shall register the transfer of any Transfer
         Restricted Security by a Holder if (x) the requested transfer is at
         least two years after the Issue Date and at least three months after
         the last date such Holder was an affiliate of the Company or (y) the
         proposed transferee has delivered to the Registrar a letter
         substantially in the form set forth in Exhibit D hereto.

                  (2) If the proposed transferee is an Agent Member and the
         Transfer Restricted Security to be transferred consists of a beneficial
         interest in the QIB Global Security, upon receipt by the Registrar of
         (x) the letter, if any, required by paragraph (1) above and (y)
         instructions given in accordance with the Depositary's and the
         Registrar's procedures therefor, the Registrar shall reflect on its
         books and records the date and an increase in the principal amount of
         the IAI Global Security in an amount equal to the principal amount of
         the beneficial interest in the QIB Global Security to be so transferred
         and the Registrar shall reflect on its books and records the date and
         an appropriate decrease in the principal amount of such QIB Global
         Security.

          (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Transfer Restricted
Security to a QIB (other than pursuant to Regulation S):

                  (1) The Registrar shall register the transfer of a Transfer
         Restricted Security by a Holder if (x) the requested transfer is at
         least two years after the Issue Date and at least three months after
         the last date such Holder was an affiliate of the Company or (y) such
         transfer is being made by a proposed transferor who has provided the
         Registrar with a letter substantially in the form set forth in Exhibit
         E hereto.

                  (2) If the proposed transferee is an Agent Member and the
         Transfer Restricted Security to be transferred consists of an interest
         in the IAI Global Security, upon receipt by the Registrar of (x) the
         letter, if any, required by paragraph (1) above and (y) instructions
         given in accordance with the Depositary's and the Registrar's
         procedures therefor, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the QIB
         Global Security in an amount equal to the


                                       46
<PAGE>   55
         principal amount of the beneficial interest in the IAI Global Security
         to be so transferred, and the Registrar shall reflect on its books and
         records the date and an appropriate decrease in the principal amount of
         such IAI Global Security.

          (c) Transfers Pursuant to Regulation S. The following provisions shall
apply with respect to registration of any proposed transfer of a Transfer
Restricted Security pursuant to Regulation S:

                  (1) The Registrar shall register any proposed transfer of a
         Transfer Restricted Security by a Holder if (x) the requested transfer
         is at least two years after the Issue Date and at least three months
         after the last date such Holder was an affiliate of the Company or (y)
         upon receipt of a letter substantially in the form set forth in Exhibit
         F hereto from the proposed transferor.

                  (2) If the proposed transferor is an Agent Member holding a
         beneficial interest in a U.S. Global Security, upon receipt by the
         Registrar of (x) the letter, if any, required by paragraph (1) above
         and (y) instructions in accordance with the Depositary's and the
         Registrar's procedures therefor, the Registrar shall reflect on its
         books and records the date and an increase in the principal amount of
         the Regulation S Global Security in an amount equal to the principal
         amount of the beneficial interest in such U.S. Global Security to be
         transferred, and the Registrar shall reflect on its books and records
         the date and an appropriate decrease in the principal amount of the
         applicable U.S. Global Security.

          (d) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless either (i) the circumstances contemplated by
paragraph (a)(1)(x), (b)(1)(x), (c)(1)(x) or (c)(1)(y) of this Section exist or
(ii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

          (e) General. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement


                                       47
<PAGE>   56
Legend and agrees that it shall transfer such Security only as provided in this
Indenture.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.06 or this Section 2.14.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

                                    ARTICLE 3

                                   REDEMPTION

         SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities pursuant to Section 3.07 or 3.08, it shall notify the Trustee in
writing of the redemption date and the principal amount of Securities to be
redeemed.

         The Company shall give each notice to the Trustee provided for in this
Section at least 60 days before the redemption date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption shall comply with the conditions herein. If fewer than all the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Company and given to the Trustee, which record date shall be
not fewer than 15 days after the date of notice to the Trustee. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect.

         SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by a method that complies with applicable legal
and securities exchange requirements, if any, and that the Trustee considers
fair and appropriate and in accordance with methods generally used at the time
of selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.


                                       48
<PAGE>   57
         SECTION 3.03. Notice of Redemption. At least 30 days but not more than
60 days before a date for redemption of Securities, the Company shall mail a
notice of redemption by first-class mail to each Holder of Securities to be
redeemed.

         The notice shall identify the Securities to be redeemed and shall
state:

         (1) the redemption date;

         (2) the redemption price;

         (3) the name and address of the Paying Agent;

         (4) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

         (5) if fewer than all the outstanding Securities are to be redeemed,
the certificate numbers and principal amounts of the particular Securities to be
redeemed;

         (6) that, unless the Company defaults in making such redemption payment
or the Paying Agent is prohibited from making such payment pursuant to the terms
of this Indenture, interest on Securities (or portion thereof) called for
redemption ceases to accrue on and after the redemption date;

          (7) the paragraph of the Securities pursuant to which the Securities
called for redemption are being redeemed;

          (8) the CUSIP number, if any, printed on the Securities being
redeemed; and

          (9) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Securities.

         At the Company's request (which may be revoked at any time in writing
prior to the time at which the Trustee shall have given such notice to the
Holders), the Trustee shall give the notice of redemption in the Company's name
and at the Company's expense. In such event, the Company shall provide the
Trustee with the information required by this Section.

         SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption
is mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption


                                       49
<PAGE>   58
price stated in the notice, plus accrued interest, if any, to the redemption
date; provided that if the redemption date is after a regular record date and on
or prior to the interest payment date, the accrued interest shall be payable to
the Securityholder of the redeemed Securities registered on the relevant record
date. Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

         SECTION 3.05.  Deposit of Redemption Price.  At least one Business Day
prior to the redemption date, the Company shall deposit with the Paying Agent
(or, if the Company or a Subsidiary of the Company is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancellation.

         SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

         SECTION 3.07. Optional Redemption. At any time and from time to time
prior to December 1 , 2002, the Company may redeem in the aggregate up to 35% of
the original aggregate principal amount of the Securities with the proceeds of
one or more Public Equity Offerings by the Company at a redemption price
(expressed as a percentage of the principal amount thereof) of 114.25% plus
accrued interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that at least 65% of the
original aggregate principal amount of the Securities must remain outstanding
after each such redemption.

         SECTION 3.08. Redemption for Tax Reasons. The Securities may be
redeemed, at the option of the Company, in whole but not in part, at any time,
upon giving not less than 30 nor more than 60 days' notice by mail to the
Holders of the Securities (which notice will be irrevocable), at a price equal
to 100% of the outstanding principal amount thereof plus accrued interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date) and including Additional Amounts payable in respect of such payment, if
the Company determines and certifies to the Trustee immediately prior to the
giving of such notice that as a result of any amendment to, or change in, the
laws (or any rules or regulations promulgated thereunder) of Mexico or any
political subdivision thereof or taxing authority therein, or any amendment to
or change in an official


                                       50
<PAGE>   59
interpretation or application regarding such laws, rules or regulations, which
amendment, change, application or interpretation becomes effective on or after
December 9, 1999, the Company pays, or would be obligated for reasons outside
its control, and after taking reasonable measures available to it to avoid such
obligation, to pay, Additional Amounts in respect of any Security pursuant to
the terms and conditions thereof which exceed the Additional Amounts that would
have been payable if Mexican withholding tax at a rate of 15% would be imposed
on payments to Holders ("Excessive Additional Amounts"); provided, however,
that:

                  (1) no such notice of redemption may be given earlier than 90
         days prior to the earliest date on which the Company would, but for
         such redemption, be obligated to pay such Excessive Additional Amounts
         and

                  (2) at the time such notice is given, the Company's obligation
         to pay such Additional Amounts (including any Excessive Additional
         Amounts) remains in effect;

provided further, however, that such notice shall not be deemed effectively
given if on the date on which the notice is given, the Company no longer has an
obligation to pay Excessive Additional Amounts as a result of a subsequent
change in law.

         Prior to the publication of any notice of redemption pursuant to this
provision, the Company will deliver to the Trustee an Officers' Certificate
stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to the right of the
Company so to redeem have occurred and an opinion of Mexican legal counsel
acceptable to the Trustee to the effect that the Company has or will become
obligated to pay such Excessive Additional Amounts as a result of an amendment
or change referred to in this Section.



                                    ARTICLE 4

                                    COVENANTS

         SECTION 4.01. Payment of Securities. The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not

                                       51
<PAGE>   60
prohibited from paying such money to the Securityholders on that date pursuant
to the terms of this Indenture or otherwise.

         The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

         SECTION 4.02. Provision of Financial Information.  So long as any
Securities are outstanding, the Company will file with the Trustee and provide
Holders of Securities:

                  (1) within 180 days after the end of each fiscal year of the
         Company, annual reports on Form 20-F (or any successor form) containing
         information required to be contained therein (or required in such
         successor form);

                  (2) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year, reports on Form 6-K (or any
         successor form) containing unaudited, consolidated financial statements
         for such quarter; and

                  (3) promptly from time to time after the occurrence of an
         event required to be therein reported, such other reports on Form 6-K
         (or any successor form).

         At any time when the Company is not required to be subject to Section
13(a) or 15(d) of the Exchange Act (or any successor provision thereto), the
Company will file with the Trustee and provide Holders of Securities:

                           (A)      within 180 days after the end of each fiscal
                                    year of the Company, annual audited
                                    consolidated financial statements and

                           (B)      within 60 days after the end of each of the
                                    first three fiscal quarters of each fiscal
                                    year, unaudited, consolidated financial
                                    statements for such quarter, and, unless it
                                    is exempt from reporting pursuant to Rule
                                    12g3-2(b) under the Exchange Act, will make
                                    available the information contemplated by
                                    Rule 144A(d) (4) under the Securities Act
                                    upon the request of a Holder of a Security
                                    to such Holder or to a prospective purchaser
                                    of a Security from such Holder. The
                                    financial statements referred to in this
                                    paragraph

                                       52
<PAGE>   61
                                    will, unless otherwise required by
                                    applicable law or by the SEC, be prepared in
                                    accordance with GAAP; provided that all
                                    annual, audited consolidated financial
                                    statements will contain a reconciliation to
                                    U.S. GAAP (as defined in Section 1.01) of
                                    net income and stockholders' equity. The
                                    Company also shall comply with the other
                                    provisions of TIA Section 314(a).

                  (4) Delivery of such reports, information and documents to the
         Trustee is for informational purposes only and the Trustee's receipt of
         such shall not constitute constructive notice of any information
         contained therein or determinable from information contained therein,
         including the Company's compliance with any of its covenants hereunder
         (as to which the Trustee is entitled to rely exclusively on Officers'
         Certificates).

         SECTION 4.03. Limitation on Indebtedness.

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided,
however, that the Company may Incur Indebtedness if on the date thereof (after
giving effect to such Incurrence and the application of the proceeds thereof)
the Company's Leverage Ratio would be equal to or less than 7.5:1, if such
Indebtedness is Incurred on or prior to December 31, 2001 and 6.5:1 if such
Indebtedness is Incurred thereafter.

          (b) Notwithstanding the foregoing paragraph (a), the Company and its
Restricted Subsidiaries, may Incur the following Indebtedness:

                  (1) Refinancing Indebtedness of Indebtedness under the Credit
         Facility (as the same may be amended from time to time without
         increasing the committed amount outstanding, except as otherwise
         permitted by this Section), including in connection with Permitted
         Securitization Transactions, in an aggregate principal amount on the
         date of Incurrence which, when added to all other Indebtedness Incurred
         under the Credit Facility or pursuant to this clause (1) and then
         outstanding, shall not exceed U.S.$225.0 million less the aggregate
         amount of all prepayments and required payments of principal applied to
         reduce the aggregate amount available to be borrowed under the Credit
         Facility or any Refinancing Indebtedness with respect thereto,
         including pursuant to Section 4.07;

                  (2) Strategic Subordinated Indebtedness of the Company,
         provided that participation by the Peralta Group in such Strategic
         Subordinated Indebtedness shall not exceed the percentage held by the

                                       53
<PAGE>   62
         Peralta Group of the Capital Stock of the Company that is held by the
         Peralta Group and BAC;

                  (3) Indebtedness of the Company owing to and held by any
         Wholly Owned Subsidiary or Indebtedness of a Restricted Subsidiary
         owing to and held by the Company or any Wholly Owned Subsidiary;
         provided, however, that any subsequent issuance or transfer of any
         Capital Stock or any other event that results in any such Wholly Owned
         Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent
         transfer of any such Indebtedness (except to the Company or a Wholly
         Owned Subsidiary) will be deemed, in each case, to constitute the
         Incurrence of such Indebtedness by the issuer thereof;

                  (4) Indebtedness represented by the Securities, any
         Indebtedness (other than the Indebtedness described in clauses (1)
         through (3) above) outstanding on the Issue Date and any Refinancing
         Indebtedness Incurred in respect of any Indebtedness described in this
         clause (4), clauses (7), (11) or (12) below or paragraph (a) above;

                  (5) Indebtedness:

                           (A)      consisting of performance and other similar
                                    bonds and reimbursement obligations Incurred
                                    by the Company and its Restricted
                                    Subsidiaries in the ordinary course of
                                    business securing the performance of
                                    contractual, franchise, concession or
                                    license obligations of the Company or a
                                    Restricted Subsidiary; and

                           (B)      under Currency Agreements and Interest Rate
                                    Agreements, in each case entered into for
                                    bona fide hedging purposes of the Company in
                                    the ordinary course of business; provided,
                                    however, that such Currency Agreements and
                                    Interest Rate Agreements do not increase the
                                    Indebtedness of the Company outstanding at
                                    any time other than as a result of
                                    fluctuations in foreign currency exchange
                                    rates or interest rates or by reason of
                                    fees, indemnities and compensation payable
                                    thereunder;

                  (6) Indebtedness (other than Indebtedness permitted to be
         Incurred pursuant to paragraph (a) or any other clause of this
         paragraph (b)) in an aggregate principal amount on the date of
         Incurrence which,

                                       54
<PAGE>   63
         when added to all other Indebtedness Incurred pursuant to this clause
         (6) and then outstanding, will not exceed U.S.$25.0 million;

                  (7) Indebtedness Incurred in connection with the Company
         making an offer to purchase the Securities pursuant to any Change of
         Control, as described in Section 4.09 or under comparable provisions in
         the 1997 Indenture; provided that 100% of the proceeds of such
         Indebtedness shall be used to repurchase Securities or to pay expenses
         or fees of the Company reasonably incurred in connection therewith;

                  (8) Indebtedness Incurred in respect of Capitalized Lease
         Obligations, Purchase Money Indebtedness and any Refinancing
         Indebtedness with respect thereto, provided that:

                       (A)          the principal amount of such Indebtedness
                                    does not exceed 100% of the Fair Market
                                    Value of the property or assets subject to
                                    such Capitalized Lease Obligations, Purchase
                                    Money Indebtedness or Refinancing
                                    Indebtedness and

                       (B)          the aggregate principal amount of all
                                    Indebtedness Incurred and then outstanding
                                    under this clause does not exceed U.S.$125.0
                                    million;

                  (9) Indebtedness Incurred by the Company, all the proceeds of
         which are promptly used by the trust administering the Company's
         executive employees' stock purchase plan to purchase from the Company
         shares of the Company's Series V Common Stock, provided that such
         Indebtedness is repaid in full within three Business Days following the
         date of Incurrence;

                  (10) $30.0 million in Attributable Debt related to
         Sale/Leaseback Transactions involving wireless telecommunications
         towers; provided that such Attributable Debt and the obligations
         related thereto do not qualify as a capitalized lease for financial
         reporting purposes in accordance with GAAP;

                  (11) the Incurrence by the Company of Indebtedness not to
         exceed, at any one time, 2.0 times the excess of the aggregate Net Cash
         Proceeds received by the Company from the issuance and sale of, or
         capital contribution in respect of, its Capital Stock (other than
         Disqualified Stock and other than an issuance or sale to a Subsidiary
         of the Company or an issuance or sale to an employee stock ownership
         plan or to a trust

                                       55
<PAGE>   64
         established by the Company or any of its Subsidiaries for the benefit
         of their employees) subsequent to the Issue Date over the amount of
         such proceeds used to make Restricted Payments as provided in clause
         (C)(ii) of paragraph (a) or clause (b)(1) of Section 4.05; and


                  (12) Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on or prior to the date on which such Restricted Subsidiary
         was acquired by the Company (other than Indebtedness Incurred in
         connection with, or to provide all or any portion of the funds or
         credit support utilized to consummate, the transaction or series of
         related transactions pursuant to which such Restricted Subsidiary
         became a Subsidiary or was acquired by the Company); provided, however,
         that on the date of such acquisition and after giving pro forma effect
         thereto, the Company would have been able to Incur at least $1.00 of
         additional Indebtedness pursuant to paragraph (a) of this Section.

          (c) Notwithstanding the foregoing in paragraph (b), neither the
Company nor any Restricted Subsidiary may Incur any Indebtedness pursuant to
paragraph (b) above if the proceeds thereof are used, directly or indirectly, to
repay, prepay, redeem, defease, retire, refund or refinance any Subordinated
Obligation unless such Indebtedness:

                  (1) will be subordinated to the Securities to at least the
         same extent as such Subordinated Obligation,

                  (2) has a Stated Maturity no earlier than the Stated Maturity
         of such Subordinated Obligation and

                  (3) has an Average Life at the time such Indebtedness is
         Incurred that is equal to or greater than the Average Life of such
         Subordinated Obligation.

          (d) Notwithstanding any other provision of this Section, neither the
Company nor any Restricted Subsidiary shall be deemed to have Incurred any
Indebtedness solely as a result of fluctuations in the exchange rates of
currencies; provided, however, that to determine the amount of Indebtedness
outstanding at any time, the currency exchange rates in effect at the time of
such determination shall be used. For purposes of determining the outstanding
principal amount of Indebtedness Incurred pursuant to this Section:

                  (1) Indebtedness Incurred pursuant to the Credit Facility
         prior to or on the date of this Indenture shall be treated as Incurred
         pursuant to clause (1) of paragraph (b) above,


                                       56
<PAGE>   65
                  (2) Indebtedness permitted by this Section need not be
         permitted solely by reference to one provision permitting such
         Indebtedness but may be permitted in part by one such provision and in
         part by one or more other provisions of this Section permitting such
         Indebtedness and

                  (3) in the event that Indebtedness or any portion thereof
         meets the criteria of more than one of the types of Indebtedness
         described in this Section, the Company, in its sole discretion, shall
         classify such Indebtedness and only be required to include the amount
         of such Indebtedness in one of such clauses.

         SECTION 4.04. Limitation on Issuances of Guarantees of Indebtedness by
Subsidiaries.

          (a) The Company will not permit any Restricted Subsidiary, directly or
indirectly, to Guarantee or secure the payment of any other Indebtedness of the
Company or any of its Restricted Subsidiaries (except Indebtedness of such
Restricted Subsidiary or a Restricted Subsidiary of such Restricted Subsidiary)
unless:

                  (1) such Restricted Subsidiary simultaneously executes and
         delivers a supplemental indenture providing for the Guarantee of the
         payment of the Securities by such Restricted Subsidiary and

                  (2) such Restricted Subsidiary waives and agrees not to in any
         manner whatsoever claim or take the benefit or advantage of, either any
         right to receive payment by way of subrogation against the Company or
         against any direct or indirect security for such obligation, or any
         other right to be reimbursed, indemnified or exonerated by or for the
         account of the Company in respect thereof or any right to receive
         payment, in the nature of contribution or for any other reason, from
         any other Restricted Subsidiary with respect to such payment, in each
         case so long as any amount payable by the Company under this Indenture
         or under the Securities remains unpaid;

provided that this paragraph shall not be applicable to any Guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted
Subsidiary and was not incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or Guarantees by a Restricted Subsidiary
to secure Indebtedness under the Credit Facility, the Eximbank Facility and the
Grupo Iusacell Notes. Any Guarantee required by this Section to be issued will


                                       57
<PAGE>   66
rank no less than pari passu with the Guarantee the issuance of which gave rise
to the requirement under this Section.

           (b) Notwithstanding the foregoing paragraph (a), each Guarantee of
the Securities by a Restricted Subsidiary will provide by its terms that it
shall be automatically and unconditionally released and discharged upon:

                  (1) any sale, exchange or transfer, to any Person not an
         Affiliate of the Company, of all the Company's and each Restricted
         Subsidiary's Capital Stock in such Restricted Subsidiary (provided such
         sale, exchange or transfer is not prohibited by this Indenture),

                  (2) the release or discharge of the Guarantee which gave rise
         to the requirements under this Section, except a discharge or release
         by or as a result of payment under such Guarantee and

                  (3) the designation of such Restricted Subsidiary as an
         Unrestricted Subsidiary in accordance with terms of this Indenture.

         SECTION 4.05. Limitation on Restricted Payments.

         (a) The Company will not, and will not permit its Restricted
Subsidiaries directly or indirectly to:

                  (1) declare or pay any dividend or make any distribution on or
         in respect of its Capital Stock (including any payment in connection
         with any merger or consolidation involving the Company) except
         dividends or distributions payable solely in its Capital Stock (other
         than Disqualified Stock) and except dividends or distributions payable
         to the Company or another Restricted Subsidiary (and, if such
         Restricted Subsidiary is not wholly owned, to its other shareholders on
         a pro rata basis),

                  (2) purchase, redeem, retire or otherwise acquire for value
         any Capital Stock of the Company or any Restricted Subsidiary held by
         Persons other than the Company or a Wholly Owned Subsidiary,

                  (3) purchase, repurchase, redeem, defease or otherwise acquire
         or retire for value, prior to scheduled maturity, scheduled repayment
         or scheduled sinking fund payment any Subordinated Obligations (other
         than the purchase, repurchase or other acquisition of Subordinated
         Obligations purchased in anticipation of satisfying a principal
         installment or final maturity, in each case due within one year of the
         date of such purchase, repurchase or other acquisition), or


                                       58
<PAGE>   67
                  (4) make any Investment (other than a Permitted Investment) in
         any Person

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement, payment or Investment being herein referred to as
a "Restricted Payment")

if at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                           (A) a Default shall have occurred and be continuing
                  (or would result therefrom);

                           (B) the Company could not Incur at least U.S.$1.00 of
                  additional Indebtedness under paragraph (a) of Section 4.03;
                  or

                           (C) the aggregate amount of such Restricted Payment
                  and all other Restricted Payments (the amount so expended, if
                  other than in cash, to be determined in good faith by the
                  Board of Directors, whose determination will be conclusive and
                  evidenced by a resolution of the Board of Directors) declared
                  or made subsequent to the Issue Date would exceed the sum of:

                                    (i) the excess of:

                                             (a) Cumulative EBITDA over

                                             (b) the product of 1.5 and
                                                 Cumulative Interest Expense;

                                    (ii) the aggregate Net Cash Proceeds
                           received by the Company from the issue or sale of its
                           Capital Stock (other than Disqualified Stock)
                           subsequent to the Issue Date (other than an issuance
                           or sale to a Subsidiary of the Company or an employee
                           stock ownership plan or other trust established by
                           the Company or any of its Subsidiaries, provided that
                           Net Cash Proceeds received by the Company from
                           payments in respect of purchases of its Capital Stock
                           by employees of the Company pursuant to its executive
                           employees' stock purchase plan shall be included in
                           the calculation of the amount of Net Cash Proceeds
                           under this clause (ii) to the extent that such
                           payments are not financed,

                                       59
<PAGE>   68
                           directly or indirectly, by the Company or any
                           Subsidiary of the Company);

                                    (iii) the amount by which Indebtedness of
                           the Company or the Restricted Subsidiaries is reduced
                           on the Company's balance sheet upon the conversion or
                           exchange (other than by a Subsidiary of the Company)
                           subsequent to the Issue Date of any Indebtedness of
                           the Company or the Restricted Subsidiaries
                           convertible or exchangeable for Capital Stock (other
                           than Disqualified Stock) of the Company (less the
                           amount of any cash or other property distributed by
                           the Company or any Restricted Subsidiary upon such
                           conversion or exchange); and

                                    (iv) the amount equal to the net reduction
                           in Investments (excluding any Joint Venture
                           Investment) in any Person resulting from:

                                             (aa) payments of dividends,
                                    repayments of the principal of loans or
                                    advances or other transfers of assets to the
                                    Company or any Restricted Subsidiary from
                                    such Person or

                                             (bb) the designation of any Person
                                    as a Restricted Subsidiary (valued in each
                                    case as provided in the definition of
                                    "Investment") not to exceed the amount of
                                    Investments previously made by the Company
                                    or any Restricted Subsidiary in such Person,
                                    which amount was included in the calculation
                                    of the amount of Restricted Payments.

         (b) The provisions of the foregoing paragraph (a) will not prohibit:

                  (1) any purchase or redemption of Capital Stock of the Company
         or Subordinated Obligations made by exchange for, or out of the
         proceeds of the substantially concurrent sale of, Capital Stock of the
         Company (other than Disqualified Stock and other than Capital Stock
         issued or sold to a Subsidiary or an employee stock ownership plan or
         other trust established by the Company or any of its Subsidiaries);
         provided, however, that:


                                       60
<PAGE>   69
                        (A)         such purchase or redemption will be excluded
                                    in the calculation of the amount of
                                    Restricted Payments under clause (C) of the
                                    foregoing paragraph (a) and

                        (B)         the Net Cash Proceeds from such sale will be
                                    excluded from clause (C)(ii) of the
                                    foregoing paragraph (a) but only to the
                                    extent of the Net Cash Proceeds applied to
                                    such purchase or redemption;

         (2) any purchase, repurchase or redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations made by exchange
for, or out of the proceeds of the substantially concurrent sale of Refinancing
Indebtedness which is expressly subordinated in right of payment to the
Securities, as the case may be, to the same extent as the Subordinated
Obligations to be purchased or redeemed and is permitted to be Incurred pursuant
to paragraph (b) of Section 4.03; provided, however, that such purchase or
redemption will be excluded in the calculation of the amount of Restricted
Payments under clause (C) of the foregoing paragraph (a);

         (3) dividends paid within 60 days after the date of declaration thereof
if at such date of declaration such dividend would have complied with this
Section; provided, however, that such dividend will be included in the
calculation of the amount of Restricted Payments under clause (C) of the
foregoing paragraph (a);

         (4) Investments, not to exceed in the aggregate U.S.$10.0 million, by
the Company or any Restricted Subsidiary in Persons engaged in Related
Businesses; provided, however, that the amount of such Investments will be
included in the calculation of the amount of Restricted Payments under clause
(C) of the foregoing paragraph (a);

         (5) the repurchase or other acquisition of shares of Capital Stock

                           (A)      of the Company for the purpose of granting
                                    purchase rights to employees under employee
                                    stock ownership plans; provided that the
                                    aggregate amount of such repurchases and
                                    other acquisitions shall not exceed U.S.$5.0
                                    million in any calendar year;

                           (B)      of Ownership Regulated Subsidiaries; and

                           (C)      of Grupo Iusacell, S.A. de C.V.;


                                       61
<PAGE>   70
                  provided that the aggregate amount of Restricted Payments
                  under (5)(B) and (5)(C) shall not exceed $25.0 million; and

                  provided,further, that such repurchases and other acquisitions
                  shall be included in the calculation of the amount of
                  Restricted Payments under clause (C) of the foregoing
                  paragraph (a);

                  (6) Restricted Payments made by the Company or its Restricted
         Subsidiaries in an amount not to exceed U.S.$5.0 million in the
         aggregate; or

                  (7) payments or distributions to dissenting stockholders
         pursuant to applicable law, pursuant to or in connection with a
         consolidation, merger or transfer of assets that complies with Section
         5.01, in an amount not to exceed U.S.$10.0 million.

         SECTION 4.06. Limitation on Restrictions on Distributions from
Restricted Subsidiaries.

         The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
or pay any Indebtedness owed to the Company or any other Restricted Subsidiary,

          (2) make any loans or advances to the Company or any other Restricted
Subsidiary or

          (3) transfer any of its property or assets to the Company or any other
Restricted Subsidiary,

except:

                           (A) any encumbrance or restriction pursuant to an
                  agreement as in effect at the Issue Date, exclusive of any
                  amendment, waiver or other modification thereto entered into
                  after the Issue Date;

                           (B) any encumbrance or restriction with respect to a
                  Restricted Subsidiary pursuant to an agreement relating to any
                  Indebtedness Incurred by such Restricted Subsidiary prior to
                  the

                                       62
<PAGE>   71
                  date on which such Restricted Subsidiary was acquired by the
                  Company (other than Indebtedness Incurred as consideration in,
                  in contemplation of, or to provide all or any portion of the
                  funds or credit support utilized to consummate, the
                  transaction or series of related transactions pursuant to
                  which such Restricted Subsidiary became a Restricted
                  Subsidiary or was otherwise acquired by the Company) and
                  outstanding on such date;

                           (C) any encumbrance or restriction pursuant to an
                  agreement constituting Refinancing Indebtedness of
                  Indebtedness Incurred pursuant to an agreement referred to in
                  clause (A) or (B) of this Section or this clause (C) or
                  contained in any amendment to an agreement referred to in
                  clause (A) or (B) of this Section or this clause (C); provided
                  that no encumbrance or restriction permitted by this clause
                  (C) shall prevent any Restricted Subsidiary of the Company
                  from paying dividends or making distributions to the Company
                  or any Restricted Subsidiary, from paying any Indebtedness
                  owed to the Company or any Restricted Subsidiary, from making
                  any loan or advance to the Company or any Restricted
                  Subsidiary or from transferring any property or assets to the
                  Company or any Restricted Subsidiary, in any case where
                  proceeds from such dividend, distribution, payment, loan,
                  advance or transfer are to be used, directly or indirectly, to
                  make any payment of principal, interest, premium or other
                  payment on or with respect to the Securities or under this
                  Indenture and provided, further, that the encumbrances and
                  restrictions contained in any such refinancing agreement or
                  amendment are not materially less favorable to the
                  Securityholders than encumbrances and restrictions contained
                  in such agreements;

                           (D) in the case of clause (3), any encumbrance or
                  restriction that:

                           (i) restricts in a customary manner the subletting,
                           assignment or transfer of any property or asset that
                           is subject to a lease, concession, permit, license or
                           similar contract, or

                           (ii) contained in security agreements or mortgages
                           permitted under this Indenture and securing
                           Indebtedness of a Restricted Subsidiary to the extent
                           such encumbrance or restrictions restrict the
                           transfer of the property subject to such security
                           agreements or mortgages;


                                       63
<PAGE>   72
                           (E) any restriction with respect to a Restricted
                  Subsidiary imposed pursuant to an agreement entered into for
                  the sale or disposition of all or substantially all the
                  Capital Stock or assets of such Restricted Subsidiary pending
                  the closing of such sale or disposition;

                           (F) any restriction on the sale or other disposition
                  of assets or property securing Indebtedness as a result of a
                  Permitted Lien on such assets or property; and

                           (G) any encumbrance or restriction existing under or
                  by reason of applicable law or regulations.

         SECTION 4.07. Limitation on Sales of Assets and Subsidiary Stock.

          (a) The Company will not, and will not permit any Restricted
Subsidiary to, make any Asset Disposition unless:

                  (1) the Company or such Restricted Subsidiary receives
         consideration (including by way of relief from Senior Indebtedness at
         the time of such Asset Disposition) at least equal to the Fair Market
         Value of the shares, property and other assets subject to such Asset
         Disposition,

                  (2) except in the case of a disposition of Capital Stock
         permitted by clause (5) of Section 4.12, 80% of the consideration
         thereof received by the Company or such Restricted Subsidiary is in the
         form of cash, Temporary Cash Investments or other assets of a type
         ordinarily used in a Related Business that are to be used by the
         Company or a Restricted Subsidiary in the conduct of its business, and

                  (3) in the event and to the extent that the Net Available Cash
         received by the Company and its Restricted Subsidiaries from one or
         more Asset Dispositions occurring on or after the Issue Date in any
         period of 12 consecutive months exceeds U.S.$5.0 million, the proceeds
         of such Asset Disposition are applied as set forth in the remainder of
         this paragraph. An amount equal to 100% of the Net Available Cash from
         such Asset Disposition may be applied by the Company (or such
         Restricted Subsidiary, as the case may be) within 365 days after the
         later of the date of such Asset Disposition or the receipt of such Net
         Available Cash, to the extent the Company elects,

                        (A)         to prepay, repay or purchase Senior
                                    Indebtedness (other than Senior Indebtedness
                                    owed to the Company

                                       64
<PAGE>   73
                                    or an Affiliate of the Company); provided,
                                    however, that in connection with any such
                                    prepayment, repayment or purchase, the
                                    Company or such Restricted Subsidiary will
                                    permanently retire such Senior Indebtedness
                                    and will cause the related loan commitment
                                    (if any) to be permanently reduced in an
                                    amount equal to the principal amount so
                                    prepaid, repaid or purchased or

                        (B)         to reinvest in Additional Assets (including
                                    by means of an Investment in Additional
                                    Assets by a Restricted Subsidiary with Net
                                    Available Cash received by the Company or
                                    another Restricted Subsidiary).

         Any Net Available Cash from an Asset Disposition that is not used in
accordance with the preceding sentence within 365 days from the later of the
date of such Asset Disposition or the receipt of Net Available Cash relating
thereto shall constitute "Excess Proceeds," When the aggregate amount of Excess
Proceeds exceeds U.S.$5.0 million (taking into account income earned on such
Excess Proceeds), the Company shall make an Offer (as defined below) to purchase
Securities (or other Senior Indebtedness) pursuant to and subject to the
conditions set forth in paragraph (b) of this Section. To the extent that any
portion of the Excess Proceeds remains after compliance with the preceding
sentence and provided that all Holders have been given the opportunity to tender
the Securities for repurchase in accordance with this Indenture, the Company or
such Restricted Subsidiary may use such remaining amount for any purpose not
prohibited by this Indenture. Pending application of Net Available Cash pursuant
to this provision, such Net Available Cash shall be invested in Temporary Cash
Investments.

         For the purposes of this Section, the assumption of Senior Indebtedness
of the Company (other than Disqualified Stock of the Company) or any Restricted
Subsidiary and the release of the Company or such Restricted Subsidiary from all
liability on such Senior Indebtedness in connection with such Asset Disposition
and securities received by the Company or any Restricted Subsidiary from the
transferee that are promptly converted by the Company or such Restricted
Subsidiary into cash shall be deemed to be "cash."

          (b) In the event of an Asset Disposition that requires the purchase of
Securities (and other Senior Indebtedness) pursuant to clause (a)(1) of this
Section, the Company will be required to use the Excess Proceeds to purchase
Securities (and such other Senior Indebtedness) tendered pursuant to an offer by
the Company for the Securities and that other debt on a pro rata basis (the
"Offer") at a purchase price of 100% of their principal amount plus accrued and


                                       65
<PAGE>   74
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest on the
relevant interest payment date) (or, in the event the Securities or such other
Senior Indebtedness was issued with significant original issue discount, 100% of
the accreted value thereof) in accordance with the procedures (including
prorationing in the event of oversubscription) set forth in Section 4.07(c).

          (c) (1) Promptly, and in any event within 10 days after the Company
becomes obligated to make an Offer, the Company shall deliver to the Trustee and
send, by first-class mail to each Holder, a written notice stating that the
Holder may elect to have his or her Securities purchased by the Company either
in whole or in part (subject to prorationing as hereinafter described in the
event the Offer is oversubscribed) in integral multiples of $1,000 of principal
amount, at the applicable purchase price. The notice shall specify a purchase
date not less than 30 days nor more than 60 days after the date of such notice
(the "Purchase Date") and shall contain such information concerning the business
of the Company which the Company in good faith believes shall enable such
Holders to make an informed decision (which at a minimum shall include (i) the
most recently filed annual report on Form 20-F under the Exchange Act (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed report on Form 6-K under the Exchange Act of the Company
containing quarterly financial information and any subsequently filed reports on
such Form 6-K of the Company, other than reports on such Form 6-K describing
Asset Dispositions otherwise described in the offering materials (or
corresponding successor reports), (ii) a description of material developments in
the Company's business subsequent to the date of the latest of such reports, and
(iii) if material, appropriate pro forma financial information) and all
instructions and materials necessary to tender Securities pursuant to the Offer,
together with the information contained in clause (3) below.

                  (2) Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided below, the Company shall deliver
to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the
"Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (iii) the compliance
of such allocation with the provisions of Section 4.07(a). On such date, the
Company shall also irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or a Subsidiary of the Company is acting as its own Paying
Agent, segregate and hold in trust) in Temporary Cash Investments an amount
equal to the Offer Amount to be held for payment in accordance with the
provisions of this Section. Upon the expiration of the period for which the
Offer remains open (the "Offer Period"), the Company shall deliver to the
Trustee for cancellation the Securities or portions thereof which have been
properly tendered

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<PAGE>   75
to and are to be accepted by the Company. The Trustee (or Paying Agent) shall,
on the Purchase Date, mail or make available for delivery payment to each
tendering Holder in the amount of the purchase price. In the event that the
aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee (or Paying Agent) shall
deliver the excess to the Company (or if the Company is acting as Paying Agent,
the Company may release such amount from trust) promptly after the expiration of
the Offer Period for application in accordance with this Section.

                  (3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the Purchase Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his or her election to have such Security purchased. If at the
expiration of the Offer Period the aggregate principal amount of Securities
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Securities to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Company so that only Securities in denominations of
$1,000, or integral multiples thereof, shall be purchased). Holders whose
Securities are purchased only in part shall be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.

                  (4) At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate and an Opinion of Counsel stating that such Securities are
to be accepted by the Company pursuant to and in accordance with the terms of
this Section. A Security shall be deemed to have been accepted for purchase at
the time the Trustee, directly or through an agent, mails or delivers payment
therefor to the surrendering Holder.

          (d) The Company will comply, to the extent applicable, with Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Securities pursuant to this Section. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this Section, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section by virtue thereof.


                                       67
<PAGE>   76
         SECTION 4.08. Limitation on Transactions with Affiliates.

         (a) The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into or conduct any transaction or series of
related transactions (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an
"Affiliate Transaction") on terms that:

                           (1) are less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained at the time of such transaction in
                  arm's-length dealings with a Person who is not such an
                  Affiliate,

                           (2) in the event such Affiliate Transaction involves
                  an aggregate amount in excess of U.S.$1.0 million, have not
                  been approved by a majority of the members of the Board of
                  Directors having no personal stake in such Affiliate
                  Transaction and

                           (3) that, in the event such Affiliate Transaction
                  involves an amount in excess of U.S.$5.0 million, have not
                  been determined to be fair to the Company or such Restricted
                  Subsidiary from a financial point of view pursuant to the
                  written opinion of an investment banking firm of national
                  standing or other recognized independent expert with
                  experience appraising the terms of the type of transaction or
                  series of related transactions.

          (b) The provisions of the foregoing paragraph (a) will not apply to:

                                    (1) any Restricted Payment permitted to be
                           paid pursuant to Section 4.05,

                                    (2) the payment of reasonable fees to
                           directors of the Company and its Subsidiaries who are
                           not employees of the Company or its Subsidiaries,

                                    (3) transactions pursuant to the Secondment
                           Agreement, provided that, in the event such
                           transactions involve an incurrence in an aggregate
                           amount exceeding U.S.$10.0 million in any calendar
                           year, such transactions to the extent they exceed
                           U.S.$10.0 million must be approved by a majority of
                           the members of the Board of Directors

                                       68
<PAGE>   77
                           having no personal stake therein and must be
                           determined to be fair to the Company and the
                           applicable Restricted Subsidiaries from a financial
                           point of view pursuant to a written opinion of an
                           investment banking firm or other expert as provided
                           in paragraph (a) above,

                                    (4) transactions pursuant to the Master
                           Technical Services Agreement, provided that, in the
                           event such transactions involve an incurrence in an
                           aggregate amount exceeding U.S.$3.0 million in any
                           calendar year, such transactions to the extent they
                           exceed U.S.$3.0 million must be approved by a
                           majority of the members of the Board of Directors
                           having no personal stake therein and, in the event
                           such transactions involve an aggregate amount
                           exceeding U.S.$5.0 million in any calendar year, such
                           transactions to the extent they exceed U.S.$5.0
                           million must be determined to be fair to the Company
                           and the applicable Restricted Subsidiaries from a
                           financial point of view pursuant to a written opinion
                           of an investment banking firm or other expert as
                           provided in paragraph (a) above,

                                    (5) transactions pursuant to the terms of
                           any Strategic Subordinated Indebtedness,

                                    (6) any transaction between the Company and
                           a Restricted Subsidiary or between Restricted
                           Subsidiaries,

                                    (7) any issuance of securities, or other
                           payments, awards or grants in cash, securities or
                           otherwise pursuant to, or the funding of, employment
                           arrangements, stock options and stock ownership plans
                           approved by the Board of Directors; or any employment
                           agreement entered into by the Company or any of its
                           Restricted Subsidiaries in the ordinary course of
                           business,

                                    (8) loans or advances to employees in the
                           ordinary course of business in accordance with the
                           past practices of the Company or its Restricted
                           Subsidiaries, but in any event not to exceed U.S.$3.0
                           million in the aggregate outstanding at any one time,

                                    (9) the issuance or sale of any Capital
                           Stock (other than Disqualified Stock) of the Company,
                           or



                                       69
<PAGE>   78
                                    (10) transactions pursuant to finance
                           agreements or other banking, finance or insurance
                           arrangements, if the terms thereof are no less
                           favorable to the Company than those that could be
                           obtained at the time of such transaction in
                           arm's-length dealings with a Person who is not an
                           Affiliate.

         SECTION 4.09. Change of Control.

          (a) Upon a Change of Control, each Holder shall have the right to
require the Company to repurchase all or any part of such Holder's Securities at
a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), in accordance with the terms
contemplated in paragraph (b) below.

         In addition, if:

                  (x)      in connection with any transaction or series of
                           related transactions involving a Change of Control,
                           the Company acquires or enters into any agreement to
                           acquire any direct or indirect equity interest in any
                           Northern Region License Holder or

                  (y)      at any time after acquiring or entering into any
                           agreement to acquire any direct or indirect equity
                           interest in any Northern Region License Holder, or
                           becoming or entering into any agreement to become a
                           Northern Region License Holder or an Affiliate of a
                           Northern Region License Holder, there shall occur a
                           Change of Control in connection with which a "person"
                           (as that term is defined in Section 13(d) and 14(d)
                           of the Exchange Act) other than a Permitted Holder
                           becomes the owner of more than 30% of the total
                           voting power of the Voting Stock of the Company, and
                           such person is or was a Northern Region Legion
                           License Holder or an Affiliate thereof, or had
                           entered into any agreement or understanding to become
                           a Northern Region License Holder or an Affiliate
                           thereof, or had entered into any agreement or
                           understanding to cause the Company to acquire or
                           become Affiliated with or assist or facilitate the
                           Company in acquiring or becoming Affiliated with any
                           Northern Region License Holder,



                                       70
<PAGE>   79
then, if any such Change of Control referred to in (x) or (y) above occurs on or
before June 1, 2003, each Holder will have the right to require BAC, jointly and
severally with the Company, to purchase all or any part of such Holder's
Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of the purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) unless (I) upon the
occurrence of such Change of Control and immediately after giving pro forma
effect to the transactions described in subclauses (A) and (B) of clause (3)
below, no Default shall have occurred and be continuing, and (II) each of the
following conditions is satisfied at the time (the "Offer Time") that the
Offeror (as defined below) mails the Offer Notice (as defined below) in
accordance with the terms of this Section 4.09:

          (1) neither the Company nor any of its Restricted Subsidiaries shall
have become obligated to purchase or to offer to purchase any other Indebtedness
by reason of the occurrence of such Change of Control; provided that, if any
such obligation shall have arisen, this condition (1) shall nevertheless be
deemed satisfied if prior to the Offer Time, and prior to the time any such
Indebtedness is purchased or otherwise retired, such obligation shall cease to
exist (it being understood that this condition (1) shall remain unsatisfied
until such obligation so ceases to exist); and

          (2) (a) except solely as a result of the passage of time, the weighted
average maturity of all Indebtedness of the Company's Restricted Subsidiaries
shall be no shorter at the Offer Time than it was immediately prior to the time
such Change of Control was consummated; (b) the weighted average maturity of all
Indebtedness of the Company's Restricted Subsidiaries shall not have been
shortened in contemplation of any transaction described in subclause (A) or (B)
of clause (3) below; (c) since the time such Change of Control was consummated,
the Company's Restricted Subsidiaries shall not have agreed to amend the terms
of any such Indebtedness, or refinanced or agreed to refinance any such
Indebtedness, on terms (other than price terms) that are less favorable to the
Company or any of its Restricted Subsidiaries in any respect, including without
limitation prepayment or call terms, or terms that would limit the ability of a
Restricted Subsidiary to pay dividends or interest or to make loans or advances;
and no such terms shall have been agreed to be so amended and no such
Indebtedness shall have been so refinanced or agreed to be so refinanced in
contemplation of any transaction described in subclause (A) or (B) of clause (3)
below; and

          (3) prior to the Offer Time, each of Moody's Investors Service and
Standard & Poor's Ratings Services (each, a "Relevant Rating Agency") shall
have announced publicly either that (I) in light of the transactions described
in subclauses (A) and (B) below it has determined to affirm or upgrade the
rating accorded by it to the Company and the Company's securities or (II) it has


                                       71
<PAGE>   80
determined that the transactions described in subclauses (A) and (B) below will
not cause it to, or not be a contributing cause in its decision to, downgrade
the rating accorded by it to the Company or any of its securities or change its
outlook with respect to the Company or any of its securities to negative, or put
the Company or any of its securities on "credit watch" with negative
implications, or words with like effect. The transactions referred to in the
foregoing sentence are:

                  (A)      any actual or proposed Change of Control transaction
                           or series of transactions which is contemplated in
                           clause (x) or clause (y) of this covenant, or any
                           transaction that would not have been entered into in
                           the absence of such Change of Control transaction,
                           including without limitation, the Incurrence or
                           proposed Incurrence of any Indebtedness in connection
                           therewith; and

                  (B)      any actual or proposed transaction or series of
                           transactions involving the acquisition by or
                           Affiliation with the Company of any Northern Region
                           License Holder or any transaction that would not have
                           been entered into in the absence of such acquisition
                           or Affiliation transaction, including, without
                           limitation, the Incurrence or proposed Incurrence of
                           any Indebtedness in connection therewith; and

           (4) prior to the Offer Time, there shall not have occurred (either
before or after such Change of Control) any downgrading or change in outlook to
negative, nor shall any notice have been given of any intended or potential
downgrading or change in outlook to negative, or of any review for a possible
change that does not indicate the direction of the possible change (including,
without limitation, any circumstance in which the Company or its securities have
been put on "credit watch" with negative implications, or words with like
effect), in or with respect to the rating accorded the Company or any of its
securities or in the rating outlook for the Company or any of its securities by
any "nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act (including,
without limitation, the Relevant Rating Agencies), which actual, intended or
potential downgrading or change is attributed, in whole or in part, by at least
one such organization as having occurred in light of any transaction described
in subclause (A) or (B) of clause (3) above, and which actual, intended or
potential downgrading or change shall not have been reversed or retracted at or
before the Offer Time; and

          (5) after giving pro forma effect to the transactions described in
subclauses (A) and (B) of clause (3) above, the Company's Leverage Ratio would
be equal to or less than the Company's Leverage Ratio, without giving pro forma
effect to such transactions, immediately prior to both (i) the transactions
described

                                       72
<PAGE>   81
in subclause (A) of clause (3) above and (ii) the transactions described in
subclause (B) of clause (3) above.

          (b) Within 30 days following any Change of Control, the Company, shall
mail a notice (the "Offer Notice") to each Holder, with a copy to the Trustee;
provided that if BAC shall then be obligated to make an offer to purchase
Securities jointly and severally with the Company, then BAC shall join in such
Offer Notice, and shall explicitly state therein that its obligations with
respect to any required offer to purchase and purchase of Securities are joint
and several with those of the Company. In addition BAC shall state in any Offer
Notice in which it is required to join that, upon the closing of any such
purchase of Securities, it will become a Holder of the Securities. As used
herein, the term "Offeror" means the Company, and, if BAC is required to join in
an offer to purchase Securities, shall also include BAC.

         The Offer shall state:

                                (1) that a Change of Control has occurred and
                           that such Holder has the right to require the Offeror
                           to purchase such Holder's Securities at a purchase
                           price in cash equal to 101% of the principal amount
                           thereof, plus accrued and unpaid interest, if any, to
                           the date of repurchase (subject to the right of
                           Holders of record on a record date to receive
                           interest on the relevant interest payment date);

                                (2) the circumstances and relevant facts and
                           financial information regarding such Change of
                           Control;

                                (3) the repurchase date (which shall be no
                           earlier than 30 days nor later than 60 days from the
                           date such Offer Notice is mailed); and

                                (4) the instructions determined by the Offeror,
                           consistent with this Section, that a Holder must
                           follow in order to have its Securities purchased.

         (c) Holders electing to have a Security purchased shall be required to
surrender the Security, with an appropriate form duly completed, to the Company
(which shall act on behalf of BAC if the offer to purchase shall have been
required to have been made by BAC and the Company jointly and severally) at the
address specified in the notice at least three Business Days prior to the
purchase date. Holders shall be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the

                                       73
<PAGE>   82
principal amount of the Security which was delivered for purchase by the Holder
and a statement that such Holder is withdrawing his or her election to have such
Security purchased.

          (d) On the purchase date, all Securities purchased by the Offeror
under this Section shall be delivered to the Trustee, who shall cancel all
Securities purchased by the Company and deliver to BAC all Securities purchased
by BAC. Upon such cancellation or delivery by the Trustee, as applicable, the
applicable Offeror shall pay the purchase price plus accrued and unpaid
interest, if any, to the Holders entitled thereto.

          (e) The Offeror will comply, to the extent applicable, with Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Securities pursuant to this Section. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this Section, the Offeror will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section by virtue thereof.

         SECTION 4.10. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate complying with Section 314(a)(4) of the TIA and stating
that in the course of the performance by the signers of their duties as Officers
of the Company they would normally have knowledge of any Default or Event of
Default and, if such signer does know of such a Default or Event of Default, the
certificate shall describe such Default or Event of Default with particularity
and describe what actions, if any, the Company proposes to take with respect to
such Default or Event of Default. The Company shall deliver to the Trustee, as
soon as possible and in any event within five days after the Company becomes
aware of the occurrence of any Event of Default or an event which, with notice
or the lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or default and
the action which the Company proposes to take with respect thereto.

         SECTION 4.11. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

         SECTION 4.12 Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries. The Company will not sell any shares of Capital Stock
of a Restricted Subsidiary, and will not permit any Restricted Subsidiary,
directly or indirectly, to issue or sell any shares of its Capital Stock (other
than, if necessary,

                                       74
<PAGE>   83
shares of Capital Stock constituting directors' or other legally required
qualifying shares) except:

         (1) to the Company or a Wholly Owned Subsidiary,

         (2) if, immediately after giving effect to such issuance or sale, such
Restricted Subsidiary would no longer constitute a Subsidiary of the Company,

         (3) in respect of capital contributions to Restricted Subsidiaries
which are not Wholly Owned Subsidiaries

         (4) in connection with the capitalization of any Ownership Regulated
Subsidiary that results in Persons other than the Company owning a majority of
the Voting Stock thereof but only to the extent that such ownership is required
by applicable law or regulation,

         (5) if such sale of Capital Stock is made to a Person in exchange for a
contribution by such Person to a Restricted Subsidiary of Additional Assets if,
immediately after giving pro forma effect to such sale and contribution, the
Company's Leverage Ratio would be equal to or better than the Leverage Ratio of
the Company immediately prior to the transaction, or

         (6) if such Capital Stock or the proceeds from the sale thereof are
contributed to a Joint Venture Investment that is a Permitted Investment.

Any such sale or issuance permitted by clause (2), (3), (4) or (5) above will be
treated as an Asset Disposition and must comply with the terms of Section 4.07.

         SECTION 4.13. Limitation on Liens. The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, create or permit to
exist any Lien on any of its property or assets (including Capital Stock of
Restricted Subsidiaries), whether owned on the Issue Date or thereafter
acquired, other than Permitted Liens, securing any obligation unless
contemporaneously therewith (or prior thereto) effective provision is made to
secure the Securities on an equal and ratable basis with (or on a senior basis
to, in the case of Indebtedness subordinated in right of payment to the
Securities) such obligation.

         SECTION 4.14. Limitation on Sale/Leaseback Transactions. The Company
will not, and will not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with respect to any property unless:

          (1) the Company or such Restricted Subsidiary would be entitled to
Incur Indebtedness in an amount equal to the Attributable Debt with respect to
such Sale/Leaseback Transaction pursuant to Sections 4.03 and 4.04 and


                                       75
<PAGE>   84
          (2) the Company or such Restricted Subsidiary would be entitled to
create a Lien on such property securing such Attributable Debt without securing
the Securities, pursuant to Section 4.13 and

          (3) the transfer of such property is permitted by, and the Company
applies the proceeds of such transaction in compliance with, Section 4.07.

         SECTION 4.15. Limitation on Lines of Business. The Company will not,
and will not permit any Restricted Subsidiary to, engage in any business other
than a Related Business.

         SECTION 4.16. Additional Amounts. All payments in respect of the
Securities will be made after withholding or deduction for any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by Mexico or any political subdivision thereof
or taxing authority therein. The Company will pay such additional amounts
("Additional Amounts") as will result in receipt by the Holders of such amounts
as would have been received by them had no such withholding or deduction been
required, except that no such Additional Amounts will be payable with respect to
any payment on any Security to the extent:

          (1) that any such taxes, duties, assessments or other governmental
charges would not have been imposed but for a connection between the Holder or
beneficial owner of such Security and Mexico or any political subdivision
thereof or taxing authority therein, other than the holding of such Security and
the receipt of payments with respect to such Security;

          (2) of any such taxes, duties, assessments or other governmental
charges with respect to a Security presented for payment more than 30 days after
the date on which such payment became due and payable or the date on which
payment thereof is duly provided for and notice thereof given to the Holders
pursuant to the terms of this Indenture, whichever occurs later, except to the
extent that the Holder of such Security would have been entitled to such
Additional Amounts on presenting such Security for payment on any date during
such 30-day period; or

          (3) of any such estate, inheritance, gift or other similar taxes
imposed with respect to such Security.

         Any reference in this Indenture or in the Securities to principal,
premium or interest, or any other payment in respect of the Securities, will be
deemed also to refer to any Additional Amounts which may be payable.


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<PAGE>   85
         The Company or other Person making such payment will provide the
Trustee with documentation evidencing the payment of Mexican taxes in respect of
which the Company or such Person has paid any Additional Amounts, which
documentation shall be legally sufficient to obtain foreign tax credits for U.S.
Federal income tax purposes. Copies of such documentation will be made available
to the Holders upon request therefor.

                                    ARTICLE 5

                       SUCCESSOR COMPANY; SUCCESSOR TO BAC

         SECTION 5.01. When Company May Merge or Transfer Assets. The Company
will not consolidate with or merge with or into any Person, or in one
transaction or a series of transactions, sell, convey, transfer, lease or
dispose of all or substantially all its assets, unless:

          (1) the resulting, surviving or transferee Person (the "Successor
Company") will be a Person organized and existing under the laws of Mexico, the
United States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) will expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all the obligations of the Company, under the Securities and
this Indenture;

          (2) immediately after giving effect to such transaction (and treating
any Indebtedness which becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been Incurred by
the Successor Company or such Restricted Subsidiary at the time of such
transaction), no Default will have occurred and be continuing;

          (3) immediately after giving effect to such transaction, the Successor
Company would be able to Incur an additional U.S.$1.00 of Indebtedness under
paragraph (a) of Section 4.03;

          (4) in the case of a conveyance, transfer, lease or disposition of all
or substantially all of the Company's assets, such assets shall have been
transferred as an entirety or virtually as an entirety to one Person; and

          (5) the Company will have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with this
Indenture. In addition, the Company shall deliver to the Trustee:


                                       77
<PAGE>   86
                           (A)      an Opinion of Counsel to the effect that
                                    Holders of the Securities will not recognize
                                    income, gain or loss for U.S. Federal income
                                    tax purposes as a result of such transaction
                                    and will be subject to U.S. Federal income
                                    tax on the same amount and in the same
                                    manner and at the same times as would have
                                    been the case if such transaction had not
                                    occurred and

                           (B)      an Opinion of Counsel in Mexico to the
                                    effect that Holders of the Securities will
                                    not recognize income, gain or loss for
                                    Mexican tax purposes as a result of such
                                    transaction and will be subject to Mexican
                                    taxes (including withholding taxes) on the
                                    same amounts, in the same manner and at the
                                    same times as would have been the case if
                                    such transaction had not occurred.

         The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the Company, under this Indenture, but the
predecessor company in the case of a lease of all or substantially all its
assets will not be released from the obligation to pay the principal of and
interest on the Securities.

         Notwithstanding the foregoing clauses (2) and (3), any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company.

         SECTION 5.02. When BAC May Merge or Transfer Assets. Until such time as
BAC has no further obligations under Section 4.09, BAC will not consolidate with
or merge with or into any Person, or in one transaction or a series of
transactions, sell, convey, transfer, lease or dispose of all or substantially
all its assets, unless:

          (1) the resulting, surviving or transferee Person (the "BAC SUCCESSOR"
which term, if the transfer is to more than one Person, shall refer to the
transferee who receives the greatest portion of BAC's assets) (if not BAC) will
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations of BAC,
under the Securities and this Indenture; and

          (2) BAC will have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and such supplemental indenture (if any) comply with this Indenture.


                                       78
<PAGE>   87
         The BAC Successor will succeed to, and be substituted for, and may
exercise every right and power of, BAC under this Indenture, but the predecessor
company in the case of a lease of all or substantially all its assets will not
be released from its obligations under this Indenture.



                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         SECTION 6.01. Events of Default.  An "Event of Default" occurs if:

         (1) a default occurs in any payment of interest on any Security when
the same becomes due and payable, and such default continues for a period of 30
days;

         (2) a default occurs in the payment of the principal of any Security
when the same becomes due and payable at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise;

         (3) the Company fails to comply with Section 5.01;

         (4) the Company fails to comply with Section 4.02, 4.03, 4.04, 4.05,
4.06, 4.07, 4.08, 4.09, 4.12, 4.13, 4.14, 4.15 or 4.16 (other than a failure to
purchase Securities when required under Section 4.07 or 4.09) and such failure
continues for 30 days after the notice specified in the penultimate paragraph of
this Section;

         (5) the Company fails to comply with any of its agreements in the
Securities or this Indenture (other than those referred to in (1), (2), (3) or
(4) above) and such failure continues for 60 days after the notice specified in
the penultimate paragraph of this Section;

         (6) Indebtedness of the Company or any Significant Subsidiary is not
paid within any applicable grace period after final maturity or the acceleration
of any such Indebtedness by the holders of such Indebtedness because of a
default and the total amount of such Indebtedness unpaid or accelerated exceeds
U.S.$5.0 million or its foreign currency equivalent at any time;

         (7) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case;


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<PAGE>   88
                           (B)      consents to the entry of an order for relief
                                    against it in an involuntary case;

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

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

         or takes any comparable action under any foreign laws relating to
         insolvency, bankruptcy or suspension of payments;

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

                           (A)      is for relief against the Company or any
                                    Significant Subsidiary in an involuntary
                                    case;

                           (B)      appoints a Custodian of the Company or any
                                    Significant Subsidiary or for any
                                    substantial part of its property; or

                           (C)      orders the winding up or liquidation of the
                                    Company or any Significant Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days;

          (9) the rendering of any judgment or decree for the payment of money
in excess of U.S.$10.0 million or its foreign currency equivalent against the
Company or any Significant Subsidiary if

                           (A)      an enforcement proceeding is commenced with
                                    respect to such judgment or decree or

                           (B)      such judgment or decree remains outstanding
                                    for a period of 60 days following such
                                    judgment and is not discharged, waived or
                                    the execution thereof stayed within 10 days
                                    after receipt of the notice specified in the
                                    penultimate paragraph of this Section; or

         (10) the Lien created by the Security Agreement shall at any time fail
to constitute a valid and perfected Lien on all of the collateral purported to
be subject

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<PAGE>   89
thereto, securing the obligations purported to be secured thereby, with the
priority required by the Security Agreement, or the Company shall so assert in
writing.

         (11) BAC fails to purchase Securities when required under Section 4.09
and such failure continues for 60 days after the notice specified in the
penultimate paragraph of this Section; or BAC fails to comply with any other
requirement of Section 4.09 or of the last sentence of this Section 6.01 and
such failure continues for 30 days after the notice specified in the penultimate
paragraph of this Section; or BAC fails to comply with Section 5.02; or, until
such time as BAC has no further obligations under Section 4.09, BAC pursuant to
or within the meaning of any Bankruptcy Law commences a voluntary case, consents
to the entry of an order for relief against it in an involuntary case, consents
to the appointment of a Custodian for it or all or substantially all of its
assets, or makes a general assignment for the benefit of its creditors.

         The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

         The term "Bankruptcy Law" means any applicable bankruptcy, insolvency,
suspension of payments, reorganization or other similar law of Mexico or the
United States now or hereafter in effect, including the Ley de Quiebras y
Suspension de Pagos. The term "Custodian" means any receiver, trustee, assignee,
liquidator, sindico, custodian or similar official under any Bankruptcy Law.

         A default under clause (4), (5) or (9) will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Securities notify the Company of the Default and the Company does
not cure such Default within the time specified in clause (4), (5) or (9) after
receipt of such notice. Such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default".

         The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clause (3), (6) or (7) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5), (8), (9) or (10), its status and what action the Company is
taking or proposes to take with respect thereto. BAC shall deliver to the
Trustee, within 30 days after the occurrence thereof, written notice in the form
of an Officers' Certificate of any Event of Default with respect to BAC under
clause (11), its status and what action BAC is taking or proposes to take with
respect thereto.


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<PAGE>   90
         SECTION 6.02. Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.01(7) or 6.01(8) with respect to the Company)
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 25% in principal amount of the outstanding Securities by notice to
the Company and a Trust Officer of the Trustee, may declare the principal of and
accrued but unpaid interest on all the Securities to be due and payable. Upon
such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.01(7) or 6.01(8) with
respect to the Company occurs and is continuing, the principal of and interest
on all the Securities shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in principal amount of the Securities
by notice to a Trust Officer of the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

         SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon such Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

         SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to a Trust Officer of the Trustee
may waive an existing Default and its consequences except (i) a Default in the
payment of the principal of or interest on a Security or (ii) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right.

         SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section

                                       82
<PAGE>   91
7.01, that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

         SECTION 6.06. Limitation on Suits.  A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

          (1) the Holder gives to a Trust Officer of the Trustee written notice
stating that an Event of Default is continuing;

          (2) the Holders of at least 25% in principal amount of the Securities
make a written request to a Trust Officer of the Trustee to pursue the remedy;

          (3) such Holder or Holders offer to the Trustee reasonable security or
indemnity against any loss, liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of security or indemnity; and

          (5) the Holders of a majority in principal amount of the Securities do
not give the Trustee a direction inconsistent with the request during such
60-day period.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

         SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount then due and owing (together with interest on
any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.07.


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<PAGE>   92
         SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents and take such other actions,
including participating as a member, voting or otherwise, of any committee of
creditors appointed in the matter, as may be necessary or advisable in order to
have the claims of the Trustee and the Securityholders allowed in any judicial
proceedings relative to the Company, any Subsidiary of the Company, their
respective creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

         SECTION 6.10. Priorities. If the Trustee collects any money or property
from the Company pursuant to this Article 6, it shall pay out the money or
property in the following order:

         FIRST: to the Trustee for amounts due under Section 7.07;

         SECOND: to Securityholders for amounts due and unpaid on the Securities
for principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and

         THIRD: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Securityholder and the Company a notice
that states the record date, the payment date and amount to be paid.

         SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Company, a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of the
Securities.


                                       84
<PAGE>   93
         SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

         SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates,
         instruments, reports, notices, directions, consents or opinions
         furnished to the Trustee and conforming to the requirements of this
         Indenture. However, the Trustee shall examine any such certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;


                                       85
<PAGE>   94
                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts;

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05; and

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

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

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

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

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

         SECTION 7.02. Rights of Trustee.  Subject to Section 7.01:

         (a) The Trustee may conclusively rely and shall be protected in acting
or refraining from acting on any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

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

         (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care. The Trustee
shall give notice to the Company of the appointment of any agent, and such
appointment shall be subject to the reasonable approval of the Company.


                                       86
<PAGE>   95
         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

         (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such
counsel.

         (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit. If the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice, to examine the
books, records and premises of the Company during normal business hours,
personally or by agent or attorney (the reasonable costs for which will be borne
solely by the Company) and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

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

         (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and the Indenture.

         (i) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder and to each agent, custodian and other Person employed to act
hereunder.

         SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar may do

                                       87
<PAGE>   96
the same with like rights. However, the Trustee must comply with Sections 7.10
and 7.11.

         SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

         SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing
and if it is actually known to a Trust Officer of the Trustee, the Trustee shall
mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders. The Trustee shall
not be charged with knowledge of any Event of Default described in Section
6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(10),
unless a Trust Officer shall have actual knowledge of such Event of Default.

         SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable
after each May 15 beginning with May 15, 2000, and in any event prior to July 14
in each year, the Trustee shall mail to each Securityholder a brief report dated
as of May 15 that complies with TIA Section 313(a). The Trustee shall also
comply with TIA Section 313(b) and TIA Section 313(c).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

         SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee, Paying Agent, Registrar and co-registrar from time to time compensation
as agreed in writing for their services rendered hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall promptly reimburse the Trustee upon request for
all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the documented compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and other professionals.
Any costs and expenses associated with the Exchange Securities

                                       88
<PAGE>   97
shall be paid by the Company. The Company shall indemnify the Trustee, or any
predecessor Trustee, Paying Agent, Registrar and co-registrar, and each of their
officers, directors and employees (each in their respective capacities), for and
hold each of them harmless against any and all loss, damage, claim, liability or
expense (including reasonable attorneys' fees and expenses) including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred by them without negligence or bad faith on their part in
connection with the acceptance and administration of this trust and the
performance of their duties hereunder. The Trustee, Paying Agent, Registrar and
co-registrar shall notify the Company of any claim for which they may seek
indemnity promptly upon obtaining actual knowledge thereof; provided that any
failure so to notify the Company shall not relieve the Company of its indemnity
obligations hereunder except to the extent the Company shall have been adversely
affected thereby. The Company shall defend the claim (whether asserted by any
Holder or any other Person) and the indemnified party shall provide reasonable
cooperation at the Company's expense in the defense. Such indemnified parties
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel; provided that the Company shall not be required to pay
such fees and expenses if it assumes such indemnified parties' defense and, in
such indemnified parties' reasonable judgment, there is no conflict of interest
between the Company and such parties in connection with such defense. The
Company may not unreasonably withhold its consent for any settlement. The
Company need not reimburse any expense or indemnify against any loss, liability
or expense incurred by an indemnified party through such party's own wilful
misconduct or negligence.

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

         The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee, Paying Agent,
Registrar or co-registrar incurs expenses after the occurrence of a Default
specified in Section 6.01(7) or 6.01(8) with respect to the Company, the
expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 7.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company in writing at least one Business Day in
advance. The Holders of a majority in principal amount of the Securities may
remove the Trustee by so notifying the Company and the Trustee and may appoint a
successor

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<PAGE>   98
Trustee with the prior written consent of the Company, which shall not be
unreasonably withheld. The Company shall remove the Trustee if:

         (1) the Trustee fails to comply with Section 7.10;

         (2) the Trustee is adjudged bankrupt or insolvent;

         (3) a receiver or other public officer takes charge of the Trustee or
its property; or

         (4) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns, is removed by the Company or by the Holders of
a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee, at the
expense of the Company.

         If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

         SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting,

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<PAGE>   99
surviving or transferee corporation without any further act shall be the
successor Trustee.

         In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

         SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least U.S.$50.0 million as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

         SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

         SECTION 7.12. Appointment of Co-Trustee. (a) It is the purpose of this
Indenture that there shall be no violation of any law of any jurisdiction
(including particularly the law of the State) denying or restricting the right
of banking corporations or associations to transact business as trustee in such
jurisdiction. It is recognized that in case of litigation under this Indenture
or the Security Agreement, and in particular in case of the enforcement thereof
on default, or in the case the Trustee deems that by reason of any present or
future law of any jurisdiction it may not exercise any of the powers, rights or
remedies herein granted to the Trustee or hold title to the properties, in
trust, as herein granted or take any action which may be desirable or necessary
in connection therewith, it may be necessary that the Trustee appoint an
individual or institution as a separate or co-trustee. The following provisions
of this Section are adopted to these ends.

           (b) In the event that the Trustee appoints an additional individual
or institution as a separate or co-trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or

                                       91
<PAGE>   100
intended by this Indenture to be exercised by or vested in or conveyed to the
Trustee with respect thereto shall be exercisable by and vest in such separate
or co-trustee but only to the extent necessary to enable such separate or
co-trustee to exercise such powers, rights and remedies, and only to the extent
that the Trustee by the laws of any jurisdiction (including particularly the
State) is incapable of exercising such powers, rights and remedies and every
covenant and obligation necessary to the exercise thereof by such separate or
co-trustee shall run to and be enforceable by either of them.

         (c) Should any instrument in writing from the Company be required by
the separate or co-trustee so appointed by the Trustee for more fully and
certainly vesting in and confirming to him or it such properties, rights,
powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by the Company;
provided, that if an Event of Default shall have occurred and be continuing, if
the Company does not execute any such instrument with fifteen (15) days after
request therefor, the Trustees shall be empowered as an attorney-in-fact for the
Company to execute any such instrument in the Company's name and stead. In case
any separate or co-trustee or a successor to either shall die, become incapable
of acting, resign or be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of such separate or co-trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a new trustee or successor to such separate or co-trustee.

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

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

                  (2) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder.

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

         (f) Any separate trustee or co-trustee may at any time appoint the
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, right,

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<PAGE>   101
remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.


                                    ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

         SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a)
When (i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3 hereof and
the Company irrevocably deposits with the Trustee funds or U.S. Government
Obligations on which payment of principal and interest when due shall be
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

         (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company at any time
may terminate (i) all of its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.12, 4.13, 4.14, 4.15, 4.16 and 5.01(3) and
the operation of Sections 6.01(3) (with respect to Section 5.01(3) only),
6.01(4), 6.01(5) (with respect to Subsidiaries of the Company), 6.01(6), 6.01(7)
(with respect to Subsidiaries of the Company), 6.01(8) (with respect to
Subsidiaries of the Company), 6.01(9) and 6.01(10) ("covenant defeasance
option"). The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option.

         If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default and BAC shall
be automatically released from its obligations under this Indenture. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Sections 6.01(4),
6.01(5) (with respect to Subsidiaries of the

                                       93
<PAGE>   102
Company), 6.01(6), 6.01(7) (with respect to Subsidiaries of the Company),
6.01(8) (with respect to Subsidiaries of the Company), 6.01(9) and 6.01(10) or
because of the failure of the Company to comply with Section 5.01(3).

         Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

         (c) Notwithstanding paragraphs (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05,
8.06 and 4.16 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

         SECTION 8.02. Conditions to Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

         (1) the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of and interest on the
Securities to maturity or redemption, as the case may be;

         (2) the Company delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment shall provide cash at such times and in such amounts as shall be
sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;

         (3) 91 days pass after the deposit is made and during the 91-day period
no Default specified in Section 6.01(7) or 6.01(8) with respect to the Company
occurs which is continuing at the end of the period;

         (4) the deposit does not constitute a default under any other agreement
binding on the Company;

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

         (6) in the case of the legal defeasance option, the Company shall have
delivered to the Trustee (A) an Opinion of Counsel stating that (i) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (ii) since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Securityholders
shall not

                                       94
<PAGE>   103
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and shall be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred and (B) an Opinion of Counsel in Mexico to the
effect that Holders of the Securities shall not recognize income, gain or loss
for Mexican tax purposes as a result of such deposit and defeasance and shall be
subject to Mexican taxes (including withholding taxes) on the same amounts, in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred;

         (7) in the case of the covenant defeasance option, the Company shall
have delivered to the Trustee (A) an Opinion of Counsel to the effect that the
Securityholders shall not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and shall be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred and (B) an
Opinion of Counsel in Mexico to the effect that Holders of the Securities shall
not recognize income, gain or loss for Mexican tax purposes as a result of such
deposit and defeasance and shall be subject to Mexican taxes (including
withholding taxes) on the same amounts, in the same manner and at the same times
as would have been the case if such deposit and defeasance had not occurred; and

         (8) the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Securities as contemplated by this Article 8 have been
complied with.

         Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 8.

         SECTION 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities.

         SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

         Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and,


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<PAGE>   104
thereafter, Securityholders entitled to the money must look to the Company for
payment as general creditors.

         SECTION 8.05. Indemnity for Government Obligations. The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations other than any tax,
fee or other charge which by law is for the account of the Securityholders.

         SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.



                                    ARTICLE 9

                                   AMENDMENTS

         SECTION 9.01. Without Consent of Holders. The Company, BAC and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

         (1) to cure any ambiguity, omission, defect or inconsistency;

         (2) to comply with Article 5;

         (3) to provide for uncertificated Securities in addition to or in place
of certificated Securities; provided, however, that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Code or in a manner such that the uncertificated Securities are described in
Section 163(f)(2)(B) of the Code;

         (4) to add Guarantees with respect to the Securities;



                                       96
<PAGE>   105
         (5) to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company;

         (6) to comply with any requirements of the SEC in connection with
qualifying this Indenture under the TIA;

         (7) to make any change that does not adversely affect the rights of any
Securityholder; or

         (8) to provide for the issuance and authorization of the Exchange
Securities.

         An amendment under clause (2) of the above sentence may only be made
provided that the Company delivers to the Trustee (i) an Opinion of Counsel to
the effect that Holders of the Securities shall not recognize income, gain or
loss for U.S. Federal income tax purposes as a result of such assumption by a
successor corporation and shall be subject to U.S. Federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such assumption had not occurred and (ii) an Opinion of Counsel in
Mexico to the effect that Holders of the Securities shall not recognize income,
gain or loss for Mexican tax purposes as a result of such assumption by a
successor corporation and shall be subject to Mexican taxes (including
withholding taxes) on the same amounts, in the same manner and at the same times
as would have been the case if such assumption had not occurred.

         After an amendment under this Section becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

         SECTION 9.02. With Consent of Holders. The Company, BAC and the Trustee
may amend this Indenture or the Securities without notice to any Securityholder
but with the written consent of the Holders of at least a majority in principal
amount of the Securities. The Holders of at least a majority in principal amount
of the Securities may waive (without notice to any Securityholder) compliance by
the Company with any provision or consent of this Indenture or the Securities.
However, without the consent of each Securityholder affected, an amendment or
waiver may not:

         (1) reduce the amount of Securities whose Holders must consent to an
amendment or waiver;



                                       97
<PAGE>   106
         (2) reduce the rate of or extend the time for payment of interest or
any liquidated damages on any Security;

         (3) reduce the principal of or extend the Stated Maturity of any
Security;

         (4) reduce the premium payable upon the redemption of any Security or
change the time at which any Security may be redeemed in accordance with Article
3;

         (5) make any Security payable in money other than that stated in the
Security;

         (6) impair the right of any Holder to receive payment of principal of
and interest on such Holder's Securities on or after the due dates therefor or
to institute suit for the enforcement of any payment on or with respect to such
Holder's Securities;

         (7) make any change in Section 6.04, Section 6.07 or the third sentence
of this Section;

         (8) release any funds from the Security Account in a manner
inconsistent with the provisions of the Security Agreement as in effect on the
Issue Date or modify any provision of the Security Agreement in a manner adverse
to the Holders of the Securities; or

         (9) release BAC from its obligations hereunder.

         It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

         After an amendment or waiver under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such amendment
or waiver. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment or waiver under
this Section.

         SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall comply with the TIA as then in effect.

         SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent
to an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent

                                       98
<PAGE>   107
or waiver is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent or waiver as to such Holder's Security or portion
of the Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. After an amendment or waiver becomes
effective, it shall bind every Securityholder. An amendment or waiver becomes
effective once the consents from the Holders of the requisite percentage in
principal amount of outstanding Securities are received by the Company or the
Trustee.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

         SECTION 9.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

         SECTION 9.06. Trustee to Sign Amendments and Waivers. The Trustee shall
sign any amendment or waiver authorized pursuant to this Article 9 if the
amendment or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing such amendment or waiver the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and to receive, and (subject to Section
7.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that such amendment or waiver is authorized or
permitted by this Indenture and complies with the provisions hereof (including
Section 9.03).

         SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture, the Securities or the Security Agreement unless
such

                                       99
<PAGE>   108
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.



                                   ARTICLE 10

                                    SECURITY

         SECTION 10.01. Security. (a) On the Issue Date, the Company shall
purchase, and at all times, subject to the Security Agreement, pledge to the
Trustee the Pledged Securities as security for the benefit of the Holders. The
Pledged Securities must be in such amount together with the proceeds from the
investment thereof, will be sufficient in the written opinion of a nationally
recognized firm of independent public accountants selected by the Company, to
provide for payment in full of the first six scheduled interest payments due on
the outstanding Securities. The Pledged Securities shall be pledged by the
Company to the Trustee for the benefit of the Holders pursuant to the Security
Agreement and shall be held by the Trustee in the Security Account pending
disposition pursuant to the Security Agreement.

         (b) Each Holder, by its acceptance of a Security, consents and agrees
to the terms of the Security Agreement (including, without limitation, the
provisions providing for foreclosure and release of the Pledged Securities) as
the same may be in effect or may be amended from time to time in accordance with
its terms, and authorizes and directs the Trustee to enter into the Security
Agreement and to perform its respective obligations and exercise its respective
rights thereunder in accordance therewith. The Company shall do or cause to be
done all such acts and things as may be reasonably necessary or proper, or as
may be required by the provisions of the Security Agreement, to assure and
confirm to the Trustee the security interest in the Pledged Securities
contemplated hereby, by the Security Agreement or any part thereof, as from time
to time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Securities secured hereby, according to the
intent and purposes herein expressed. The Company shall take, or shall cause to
be taken, any and all actions reasonably required (and any action reasonably
requested by the Trustee) to cause the Security Agreement to create and
maintain, as security for the obligations of the Company under this Indenture
and the Securities, valid and enforceable first priority liens in and on all the
Pledged Securities, in favor of the Trustee, superior to and prior to the rights
of third Persons and subject to no other Liens.

         (c) The release of any Pledged Securities pursuant to the Security
Agreement will not be deemed to impair the security under this Indenture in


                                      100
<PAGE>   109
contravention of the provisions hereof if and to the extent the Pledged
Securities are released pursuant to this Indenture and the Security Agreement.
To the extent applicable, the Company shall cause TIA Section 314(d), relating
to the release of property or securities from the Lien and security interest of
the Security Agreement and relating to the substitution therefor of any property
or securities to be subjected to the Lien and security interest of the Security
Agreement, to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an officer of the Company, except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person shall be an independent appraiser or other
expert selected or approved by the Company in the exercise of reasonable care.

         (d) The Company shall cause TIA Section 314(b), relating to opinions of
counsel regarding the Lien under the Security Agreement, to be complied with.
The Trustee may, to the extent permitted by Section 7.02 hereof, accept
statements contained in the opinions so provided as conclusive evidence of
compliance with the foregoing provisions.

         (e) The Trustee, in its sole discretion and without the consent of the
Holders, may, and at the request of the Holders of at least 25% in aggregate
principal amount of Securities then outstanding shall, on behalf of the Holders,
take all actions it deems necessary or appropriate in order to (i) enforce any
of the terms of the Security Agreement and (ii) collect and receive any and all
amounts payable in respect of the obligations of the Company thereunder. The
Trustee shall have power to institute and to maintain such suits and proceedings
as the Trustee may deem expedient to preserve or protect its interests and the
interests of the Holders in the Pledged Securities (including power to institute
and maintain suits or proceedings to restrain the enforcement of or compliance
with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the security interest hereunder or be
prejudicial to the interest of the Holders or of the Trustee).


                                   ARTICLE 11

                              INTENTIONALLY OMITTED



                                      101
<PAGE>   110
                                   ARTICLE 12

                              INTENTIONALLY OMITTED



                                   ARTICLE 13

                                  MISCELLANEOUS

         SECTION 13.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

         SECTION 13.02. Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail or by national overnight
courier service addressed as follows:

         if to the Company:

                  Nuevo Grupo Iusacell, S.A. de C.V.
                  Prolongacion Paseo de la Reforma 1236
                  Colonia Sant Fe
                  Delegacion Cuajimalpa
                  05348, Mexico, D.F., Mexico
                  Tel. no. +525-109-4400
                  Attn:    Ruben G. Perlmutter
                           Vice President, Mergers & Acquisitions and
                           General Counsel

         if to the Bell Atlantic Corporation:

                  Bell Atlantic Corporation
                  1095 Avenue of the Americas
                  41st Floor
                  New York, New York 10036
                  Attn: Vice President - Treasurer

         with a copy to:

                  Bell Atlantic Corporation
                  1095 Avenue of the Americas
                  38th Floor
                  New York, New York 10036


                                      102
<PAGE>   111
                  Attn: General Attorney - Finance and Investments

         if to the Trustee:

                  The Bank of New York
                  101 Barclay Street
                  Floor 21 West
                  New York, New York 10286
                  Attention: Corporate Trust Trustee Administration

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication mailed to a Securityholder shall be mailed
to the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
by first class mail within the time prescribed.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.

         SECTION 13.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

         SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

         (1) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee and complying with Section 13.05 stating that, in
the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with; and


                                      103
<PAGE>   112
         (2) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee and complying with Section 13.05 stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

         SECTION 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

         (1) a statement that the individual making such certificate or opinion
has read such covenant or condition;

         (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (3) a statement that, in the opinion of such individual, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

         (4) a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with.

         SECTION 13.06. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

         SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar, co-registrar and the Paying Agent may make reasonable rules for
their functions.

         SECTION 13.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which commercial banking institutions (including, the Federal
Reserve System) are authorized or required by law to close in New York City. If
a payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening

                                      104
<PAGE>   113
period. If a regular record date is a Legal Holiday, the record date shall not
be affected.

         SECTION 13.09. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

         SECTION 13.10. Waiver of Immunities. To the extent that the Company or
any of its properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any such legal action, suit or proceeding, from setoff
or counterclaim, from the competent jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment,
in any competent jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or
arising out of or in connection with this Indenture and the transactions
contemplated hereby, the Company hereby irrevocably and unconditionally waives,
and agrees not to plead or claim, any such immunity and consent to such relief
and enforcement.

         SECTION 13.11. Consent to Jurisdiction; Appointment of Agent for
Service of Process; Judgment Currency. (a) The Company, by the execution and
delivery of this Indenture, irrevocably agrees that service of process may be
made upon CT Corporation Services ("CT Corporation"), with offices at 111 Eighth
Avenue, New York, New York 10011 (or its successors as agent for service of
process), in the County, City and State of New York, United States of America,
in any suit or proceeding against the Company instituted by the Trustee, based
on or arising under this Indenture and the transactions contemplated hereby in
any federal or state court in the State of New York, County of New York, and
each of the Company and the Trustee hereby irrevocably consents and submits to
the jurisdiction of any such court and to the courts of its own corporate
domicile in respect of actions brought against it as a defendant generally and
unconditionally in respect of any such suit or proceeding.

         (b) Each of the Company and BAC further, by the execution and delivery
of this Indenture, irrevocably designates, appoints and empowers CT Corporation
as its designee, appointee and authorized agent to receive for and on its behalf
service (i) of any and all legal process, summons, notices and documents that
may

                                      105
<PAGE>   114
be served in any action, suit or proceeding brought against the Company or BAC
with respect to its obligations, liabilities or any other matter arising out of
or in connection with this Indenture and the transactions contemplated hereby
and (ii) that may be made on such designee, appointee and authorized agent in
accordance with legal procedures prescribed for such courts, and it being
understood that the designation and appointment of CT Corporation as such
authorized agent shall become effective immediately without any further action
on the part of the Company or BAC, as the case may be. Each of the Company and
BAC represents to the Trustee that it has notified CT Corporation of such
designation and appointment and that CT Corporation has accepted the same, and
that CT Corporation has been paid its full fee for such designation, appointment
and related services through the date that is seven years from the date of this
Indenture. Each of the Company and BAC further agrees that, to the extent
permitted by law, service of process upon CT Corporation (or its successors as
agent for service of process) and written notice of said service to the Company
or BAC, as the case may be, pursuant to Section 13.02 of this Indenture, shall
be deemed in every respect effective service of process upon the Company or BAC
in any such suit or proceeding. If for any reason such designee, appointee and
agent hereunder shall cease to be available to act as such, each of the Company
and BAC agrees to designate a new designee, appointee and agent in The City of
New York, New York on the terms and for the purposes of this Section reasonably
satisfactory to the Trustee. Each of the Company and BAC further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any such action, suit or proceeding against
the Company or BAC, as the case may be, by serving a copy thereof upon the
relevant agent for service of process referred to in this Section (whether or
not the appointment of such agent shall for any reason prove to be ineffective
or such agent shall accept or acknowledge such service) and by mailing copies
thereof by registered or certified air mail, postage prepaid, to the Company or
BAC at its address specified in or designated pursuant to this Indenture. Each
of the Company and BAC agrees that the failure of any such designee, appointee
and agent to give any notice of such service to it shall not impair or affect in
any way the validity of such service or any judgment rendered in any action or
proceeding based thereon. Nothing herein shall in any way be deemed to limit the
ability of the Trustee to serve any such legal process, summons, notices and
documents in any other manner permitted by applicable law. Each of the Company
and BAC hereby irrevocably and unconditionally waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying
of venue of any of the aforesaid actions, suits or proceedings arising out of or
in connection with this Indenture brought in federal or state court in the State
of New York, County of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum and further irrevocably waives any right to which it
may be entitled on account of place of residence or domicile.


                                      106
<PAGE>   115
         (c) If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder into any currency other than United
States dollars, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase United
States dollars with the other currency in New York City on the business day
preceding that on which final judgment is given. The obligation of the Company
in respect of any sum due from the Company to the Trustee shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged
until the first business day, following receipt by the Trustee of any sum
adjudged to be so due in the other currency, on which (and only to the extent
that) the Trustee may in accordance with normal banking procedures purchase
United States dollars with the other currency; if the United States dollars so
purchased are less than the sum originally due to the Trustee hereunder, the
Company agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Trustee against the loss. If the United States dollars so
purchased are greater than the sum originally due to the Trustee hereunder, the
Trustee agrees to pay to the Company an amount equal to the excess of the
dollars so purchased over the sum originally due to the Trustee hereunder.

         (d) The provisions of this Section shall survive any termination of
this Indenture, in whole or in part.

         SECTION 13.12. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

         SECTION 13.13. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successors. All agreements of BAC in
this Indenture shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

         SECTION 13.14. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

         SECTION 13.15. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture

                                      107
<PAGE>   116
have been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.



                                      108
<PAGE>   117
         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.



                                            NUEVO GRUPO IUSACELL, S.A. de C.V.


                                    By:     ______________________________
                                            Name: Howard F. Zuckerman
                                            Title:  Executive Vice President,
                                                    Finance


                                    By:     ______________________________
                                            Name: William S. Roberts
                                            Title:  Executive Vice President
                                                    and Chief Financial Officer



                                            BELL ATLANTIC CORPORATION


                                    By:     ______________________________
                                      Name:
                                     Title:


                                            THE BANK OF NEW YORK, as Trustee


                                    By:     ______________________________
                                      Name:
                                     Title:

<PAGE>   118
                                                                       EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]

                           [GLOBAL SECURITIES LEGEND]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.(1)

                           [Private Placement Legend]

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM
REGISTRATION. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF THIS
NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO
THE ISSUER, (2) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY

--------

         (1) This paragraph should only be added if the Security is issued in
global form.
<PAGE>   119
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR"
AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS NOTE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, (5)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1) THROUGH
(6) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES
IT WILL FURNISH TO THE ISSUER AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING REPRESENTATIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR"
AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT
IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR
(3) A PURCHASER WHO MEETS THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES
ACT.


                                        2
<PAGE>   120
                       NUEVO GRUPO IUSACELL, S.A. de C.V.

                          14 1/4% SENIOR NOTE DUE 2006

                                                            CUSIP No.___________
                                                            $[                 ]

         NUEVO GRUPO IUSACELL, S.A. de C.V., a limited liability corporation
organized under the laws of Mexico, promises to pay to CEDE & CO., or registered
assigns, the amount set forth on the Schedule of Increases and Decreases in
Global Security on the opposite side of this security on December 1, 2006.

         Interest Payment Dates:    June 1 and December 1.

         Record Dates:              May 15 and November 15.


                                       3
<PAGE>   121
         Additional provisions of this Security are set forth on the other side
of this Security.


                                     NUEVO GRUPO IUSACELL, S.A. de C.V.,

                                     By:
                                        ----------------------------------------
                                         Name:
                                         Title:

                                     By:
                                        ----------------------------------------
                                         Name:
                                         Title:

         With respect to its obligations in connection with this Security as set
forth in Sections 4.09, 5.02 and 6.01 of the Indenture (the "BAC Commitment").

                            BELL ATLANTIC CORPORATION

                                     By:
                                        ----------------------------------------
                                         Name:
                                         Title:

Dated: December 16, 1999

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK

         as Trustee, certifies that this is
         one of the Securities referred
         to in the Indenture

By
     ----------------------------------------

              Authorized Signatory


                                       4
<PAGE>   122
                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]
                          14 1/4% SENIOR NOTE DUE 2006


1.       INTEREST; LIQUIDATED DAMAGES

         NUEVO GRUPO IUSACELL, S.A. de C.V., a limited liability stock
corporation organized under the laws of Mexico (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "COMPANY"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company and Bell Atlantic
Corporation, a Delaware corporation ("BAC"), will use their best efforts to have
the Exchange Offer Registration Statement and, if applicable, a Shelf
Registration Statement (each a "REGISTRATION STATEMENT") declared effective by
the Commission as promptly as practicable after the filing thereof. If (i) the
applicable Registration Statement is not filed with the Commission on or prior
to 75 days after the Issue Date; (ii) the Exchange Offer Registration Statement
or the Shelf Registration Statement, as the case may be, is not declared
effective within 150 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of the Commission or its staff, if later, within
75 days after publication of the change in law or interpretation); (iii) the
Registered Exchange Offer is not consummated on or prior to 180 days after the
Issue Date; or (iv) the Shelf Registration Statement is filed and declared
effective within 150 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of the Commission or its staff, if later, within
75 days after publication of the change interpretation) but shall thereafter
cease to be effective (at any time that the Company and BAC are obligated to
maintain the effectiveness thereof) without being succeeded within 30 days by an
additional Registration Statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company
will pay liquidated damages to each Holder of Registrable Securities, during the
period of one or more such Registration Defaults, in an amount equal to $0.192
per week per $1,000 principal amount of the Securities constituting Registrable
Securities held by such Holder until (i) the applicable Registration Statement
is filed, (ii) the Exchange Offer Registration Statement is declared effective
and the Registered Exchange Offer is consummated, (iii) the Shelf Registration
Statement is declared effective (iv) or the Shelf Registration Statement again
becomes effective, as the case may be. All accrued liquidated damages shall be
paid to Holders in the same manner as interest payments on the Securities on
semi-annual payment dates which correspond to interest payment dates for the
Securities. Following the cure of all Registration Defaults, the accrual of
liquidated damages will cease.


                                       5
<PAGE>   123
         The Company will pay interest semiannually on June 1 and December 1 of
each year. Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from December 16,
1999. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2.       METHOD OF PAYMENT

         The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the May 15 or November 15 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal and interest by
check payable in such money. It may mail an interest check to a Holder's
registered address.

3.       PAYING AGENT AND REGISTRAR

         Initially, The Bank of New York, a New York banking corporation (the
"TRUSTEE"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its Wholly Owned Subsidiaries incorporated in either the United States
or Mexico may act as Paying Agent, Registrar or co-registrar.

4.       INDENTURE

         The Company issued the Securities under an Indenture dated as of
December 16, 1999 (the "INDENTURE"), between the Company, BAC and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa77bbbb) as in effect on the date of the IndeNTUre (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.

            The Securities are general unsecured obligations of the Company
limited to $350,000,000 aggregate principal amount at any one time outstanding
(subject to Section 2.07 of the Indenture). This Security is one of the Initial
Securities referred to in the Indenture. The Securities include the Initial
Securities

                                       6
<PAGE>   124
and any Exchange Securities issued in exchange for the Initial Securities
pursuant to the Indenture. The Initial Securities and the Exchange Securities
are treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the issuance of debt by the Company and its
Restricted Subsidiaries, the payment of dividends and other distributions on,
and acquisitions or retirements of, the Capital Stock and Subordinated
Obligations of the Company and its Restricted Subsidiaries, the incurrence by
the Company and its Restricted Subsidiaries of Liens on its property and assets
which do not equally and ratably secure the Securities, the sale or transfer of
assets and stock of Restricted Subsidiaries of the Company, investments by the
Company and its Restricted Subsidiaries, the lines of business in which the
Company and its Restricted Subsidiaries may operate, consolidations, mergers and
transfers of all or substantially all of the Company's property and assets and
transactions with Affiliates. In addition, the Indenture limits the ability of
the Company and its Restricted Subsidiaries to restrict distributions and
dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of
Restricted Subsidiaries. The Indenture also imposes certain obligations with
respect to the payment of Additional Amounts.

5.       REDEMPTION

          At any time and from time to time prior to December 1, 2002, the
Company may redeem in the aggregate up to 35% of the original aggregate
principal amount of securities with the proceeds of one or more Public Equity
Offerings by the Company, at a redemption price (expressed as a percentage of
principal amount) of 114.25% plus accrued interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original aggregate principal amount of the Securities
must remain outstanding after each such redemption.

         The Securities may be redeemed, at the option of the Company, in whole
but not in part, at any time, upon giving not less than 30 nor more than 60
days' notice by mail to the Holders of the Securities (which notice will be
irrevocable), at a price equal to 100% of the outstanding principal amount
thereof plus accrued interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date) and including Additional Amounts payable
in respect of such payment, if the Company determines and certifies to the
Trustee immediately prior to the giving of such notice that as a result of any
amendment to, or change in, the laws (or any rules or regulations promulgated
thereunder) of Mexico or any political subdivision thereof or taxing authority
therein, or any amendment to or change in an official interpretation or
application regarding such laws, rules or regulations,

                                       7
<PAGE>   125
which amendment, change, application or interpretation becomes effective on or
after December 9, 1999, the Company pays, or would be obligated for reasons
outside its control, and after taking reasonable measures available to it to
avoid such obligation, to pay, Additional Amounts in respect of any Security
pursuant to the terms and conditions thereof which exceed the Additional Amounts
that would have been payable if Mexican withholding tax at a rate of 15% would
be imposed on payments of interest or amounts deemed to be interest to Holders
("EXCESSIVE ADDITIONAL AMOUNTS"); provided, however, that (i) notice of such
redemption shall not be given earlier than 90 days prior to the earliest date on
which the Company would, but for such redemption, be obligated to pay such
Excessive Additional Amounts and (ii) at the time such notice is given, the
Company's obligation to pay such Additional Amounts (including any Excessive
Additional Amounts) remains in effect; provided further, however, that such
notice shall not be deemed effectively given if on the date on which the notice
is given, the Company no longer has an obligation to pay Excessive Additional
Amounts as a result of a subsequent change in law.

6.       NOTICE OF REDEMPTION

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at his registered address. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.

7.       PUT PROVISIONS

         Upon a Change of Control, any Holder of Securities will have the right
to require the Company to repurchase all or any part of the Securities of such
Holder at a purchase price in cash equal to 101% of the principal amount of the
Securities to be repurchased plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of holders of record on the relevant
record date to receive interest due on the related interest payment date) as
provided in, and subject to the terms of, the Indenture. Under certain
circumstances, as set forth in Section 4.09 of the Indenture, upon a Change of
Control, any Holder of Securities will also have the right to require BAC to
repurchase all or any part of the Securities of such Holder on the same terms
set forth in the preceding sentence.

8.       DENOMINATIONS; TRANSFER; EXCHANGE


                                       8
<PAGE>   126
         The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed or 15 days before an
interest payment date.

9.       PERSONS DEEMED OWNERS

         The registered Holder of this Security may be treated as the owner of
it for all purposes, subject to provisions for record dates with respect to
payment of interest.

10.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

11.      DISCHARGE AND DEFEASANCE

         Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal of and interest on the Securities to redemption or
maturity, as the case may be.

12.      AMENDMENT; WAIVER


                                       9
<PAGE>   127
         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Securities or the Security Agreement may be amended with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Securities and (ii) any default or noncompliance with any
provision of the Indenture, the Securities or the Security Agreement may be
waived with the written consent of the Holders of a majority in principal amount
outstanding of the Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, BAC and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities or to add guarantees with respect to the Securities or
to add additional covenants or surrender rights and powers conferred on the
Company or BAC or to comply with any requirement of the Commission in connection
with qualifying the Indenture under the Act, or to make any other change that
does not adversely affect the rights of any Securityholder, or to provide for
the issuance and authorization of the Exchange Securities.

13.      DEFAULTS AND REMEDIES


                                       10
<PAGE>   128
           An Event of Default is defined in the Indenture as: (1) a default in
any payment of interest on any Security when due, continued for 30 days; (2) a
default in the payment of principal of any Security when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise; (3) the failure by the Company to comply with its obligations
under Section 5.01 of the Indenture; (4) the failure by the Company to comply
for 30 days after notice with any of its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.12, 4.13, 4.14, 4.15 or 4.16 of the
Indenture (in each case, other than a failure to purchase Securities); (5) the
failure by the Company or Bell Atlantic to comply for 60 days after notice with
its other agreements contained in the Securities or the Indenture; (6) the
failure by the Company or any Significant Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of
any such Indebtedness by the holders thereof because of a default if the total
amount of such Indebtedness unpaid or accelerated exceeds U.S.$5.0 million or
its foreign currency equivalent (the "cross acceleration provision"); (7)
certain events of bankruptcy, suspensions of payments, insolvency or
reorganization of the Company or a Significant Subsidiary (the "bankruptcy
provisions"); (8) the rendering of any judgment or decree for the payment of
money in excess of U.S.$10.0 million or its foreign currency equivalent against
the Company or a Significant Subsidiary if: (A) an enforcement proceeding
thereon is commenced or (B) such judgment or decree remains outstanding for a
period of 60 days following such judgment and is not discharged, waived or
stayed within 10 days after receipt of the notice described below (the "judgment
default provision"); or (9) the Lien created by the Security Agreement shall at
any time fail to constitute a valid and perfected Lien on all of the collateral
purported to be subject thereto, securing the obligations purported to be
secured thereby, with the priority required by the Security Agreement, or the
Company shall so assert in writing. If an Event of Default (other than a Default
relating to certain events of bankruptcy, insolvency, suspension of payments or
reorganization of the Company) occurs and is continuing, the Trustee or the
Holders of at least a majority in principal amount of the Securities may declare
the principal of and accrued but unpaid interest on all the Securities to be due
and payable immediately. Certain events of bankruptcy, insolvency, suspension of
payments or reorganization are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of


                                       11
<PAGE>   129
principal or interest) if and so long as a committee of its Trust Officers in
good faith determines that withholding notice is in the interest of the Holders.

14.      TRUSTEE DEALINGS WITH THE COMPANY

         Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

15.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company,
BAC or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

16.      AUTHENTICATION

         This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

17.      ABBREVIATIONS

         Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      CUSIP NUMBERS

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                       12
<PAGE>   130
         The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

                                         NUEVO GRUPO IUSACELL,
                                             S.A. DE C.V.
                                         Prolongacion Paseo de la Reforma 1236
                                         Colonia Santa Fe
                                         Delegacion Cuajimalpa
                                         05348, Mexico, D.F., Mexico
                                         Tel. no. +525-109-4400
                                         Attn:    Vice President of Investor
                                                  Relations


                                       13
<PAGE>   131
              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The initial principal amount of this Global Security is $[ ]. The
following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
                                                        Principal amount
                     Amount of         Amount of        of this Global
                   decrease in       increase in        Security
                   principal amount  principal amount   following such      Signature of
                   of this Global    of this Global     decrease or         authorized officer
Date of Exchange   Security          Security           increase            of Trustee
<S>                <C>               <C>                <C>                 <C>



</TABLE>


                                       14
<PAGE>   132
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

                  (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                                                 agent to
transfer this Security on the books of the Company.  The agent may substitute
another to act for him.


--------------------------------------------------------------------------------


Date:                          Your Signature:
     -------------------------                -----------------------

Signature Guarantee:
                        --------------------------------------------------------
                          (Signature must be guaranteed by a participant in a
                           recognized signature guarantee medallion program)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.


                                       15
<PAGE>   133
                   CERTIFICATE TO BE DELIVERED UPON TRANSFER,
                     EXCHANGE OR REGISTRATION OF SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) _______ book-entry or _______ definitive form by the
undersigned.

The undersigned (check one box below):

/ /      subject to the terms of the Indenture, has requested the Trustee by
         written order to deliver in exchange for its beneficial interest in the
         Global Security held by the Depository a Security or Securities in
         definitive, registered form of authorized denominations in an aggregate
         principal amount equal to its beneficial interest in such Global
         Security (or the portion thereof indicated above); or

/ /      has requested the Trustee by written order to exchange  or register the
         transfer of a Security or Securities.


                                       16
<PAGE>   134
[In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the later of (a) two years after the date
of original issuance of such Securities and (b) three months after the last date
the undersigned was an Affiliate of the Company, the undersigned confirms that
such Securities are being:(2)

CHECK ONE BOX BELOW:

                 (1)  / / transferred to the Company; or

                 (2)  / / transferred pursuant to an effective
                          registration statement under the Securities
                          Act of 1933; or

                 (3)  / / transferred pursuant to and in  compliance with Rule
                          144A under the  Securities Act of 1933, as amended,
                          and  the transferor has furnished to the  Trustee a
                          signed letter containing certain representations and
                          agreements (the form of which letter appears as
                          Exhibit E to the Indenture); or


                 (4)  / / transferred pursuant to and in compliance with
                          Regulation S under the Securities Act of 1933, as
                          amended, and the transferor has furnished to the
                          Trustee a signed letter containing  certain
                          representations and agreements  (the form of which
                          letter appears as Exhibit F to the Indenture); or

                 (5)  / / transferred to an institutional  "accredited investor"
                          (as defined in  Rule 501(a)(1), (2), (3) or (7) under
                          the Securities Act of 1933, as amended), that has
                          furnished to the Trustee a  signed letter containing
                          certain  representations and agreements (the form  of
                          which letter appears as Exhibit F to  the Indenture);
                          or

------------------
         (2) This paragraph, the last paragraph of this Certificate and the
related boxes do not apply in the case of transfers of interests in the
Regulation S Global Security.


                                       17
<PAGE>   135
                 (6)  / / transferred pursuant to an exemption  from
                          registration under Rule 144 (if  applicable) of the
                          Securities Act of  1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (4), (5) or
(6) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.]



                                ------------------------------------------------
                                                    Signature


--------------------------------------------------------------------------------
Signature Guarantee:


                                                    Signature
(Signature must be guaranteed
by a participant in a signature
guarantee medallion program)
--------------------------------------------------------------------------------


                                       18
<PAGE>   136
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company (or
BAC, if applicable) pursuant to Section 4.07 or 4.09 of the Indenture, check the
box:

                                      / /

         If you want to elect to have only part of this Security purchased by
the Company (or BAC, if applicable) pursuant to Section 4.07 or 4.09 of the
Indenture, state the amount:


                                   -----------------------------------------
Date:                                 Your Signature:

                                      (Sign exactly as your name appears on the
                                      other side of the Security)

Signature Guarantee:
                                   -----------------------------------------

               (Signature must be guaranteed by a participant in a
                recognized signature guarantee medallion program)


                                       19
<PAGE>   137
                                                                       EXHIBIT B

                 [FORM OF FACE OF REGISTERED EXCHANGE SECURITY]

                           [GLOBAL SECURITIES LEGEND]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.(1)


-------------------
         (1) This paragraph should only be added if the Security is issued in
global form.
<PAGE>   138
                       NUEVO GRUPO IUSACELL, S.A. de C.V.
                          14 1/4% SENIOR NOTE DUE 2006


                                                            CUSIP No.___________
                                                            $[                 ]

         NUEVO GRUPO IUSACELL, S.A. de C.V., a limited liability corporation
organized under the laws of Mexico, promises to pay to CEDE & CO., or registered
assigns, the amount set forth on the Schedule of Increases and Decreases in
Global Security on the opposite side of this security on December 1, 2006.

         Interest Payment Dates:    June 1 and December 1.

         Record Dates:              May 15 and November 15.


                                        2
<PAGE>   139
         Additional provisions of this Security are set forth on the other side
of this Security.


                                     NUEVO GRUPO IUSACELL, S.A. de C.V.,

                                     By:
                                         ---------------------------------------

                                     Name:
                                     Title:

                                     By:
                                         ---------------------------------------

                                     Name:
                                     Title:

         With respect to its obligations in connection with this Security as set
forth in Sections 4.09, 5.02 and 6.01 of the Indenture (the "BAC Commitment").

                                     BELL ATLANTIC CORPORATION

                                     By:
                                         ---------------------------------------

                                     Name:
                                     Title:

Dated: December 16, 1999

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE BANK OF NEW YORK

         as Trustee, certifies that this is
         one of the Securities referred
         to in the Indenture

By
  ----------------------------------------
           Authorized Signatory


                                        3
<PAGE>   140
             [FORM OF REVERSE SIDE OF REGISTERED EXCHANGE SECURITY]
                          14 1/4% SENIOR NOTE DUE 2006

1.       INTEREST; LIQUIDATED DAMAGES

         NUEVO GRUPO IUSACELL, S.A. de C.V., a limited liability stock
corporation organized under the laws of Mexico (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "COMPANY"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.

         The Company will pay interest semiannually on June 1 and December 1 of
each year. Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from December 16,
1999. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2.       METHOD OF PAYMENT

         The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the May 15 or November 15 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal and interest by
check payable in such money. It may mail an interest check to a Holder's
registered address.

3.       PAYING AGENT AND REGISTRAR

         Initially, The Bank of New York, a New York banking corporation (the
"TRUSTEE"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its Wholly Owned Subsidiaries incorporated in either the United States
or Mexico may act as Paying Agent, Registrar or co-registrar.

4.       INDENTURE

         The Company issued the Securities under an Indenture dated as of
December 16, 1999 (the "INDENTURE"), between the Company, Bell Atlantic
Corporation, a Delaware corporation ("BAC"), and the Trustee. The terms of the


                                        4
<PAGE>   141
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa77bbbb) as in effect on the date of the Indenture (the
"ACT"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.

         The Securities are general unsecured obligations of the Company limited
to $350,000,000 aggregate principal amount at any one time outstanding (subject
to Section 2.07 of the Indenture). This Security is one of the Initial
Securities referred to in the Indenture. The Securities include the Initial
Securities and any Exchange Securities issued in exchange for the Initial
Securities pursuant to the Indenture. The Initial Securities and the Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the issuance of debt by the Company and
its Restricted Subsidiaries, the payment of dividends and other distributions
on, and acquisitions or retirements of, the Capital Stock and Subordinated
Obligations of the Company and its Restricted Subsidiaries, the incurrence by
the Company and its Restricted Subsidiaries of Liens on its property and assets
which do not equally and ratably secure the Securities, the sale or transfer of
assets and stock of Restricted Subsidiaries of the Company, investments by the
Company and its Restricted Subsidiaries, the lines of business in which the
Company and its Restricted Subsidiaries may operate, consolidations, mergers and
transfers of all or substantially all of the Company's property and assets and
transactions with Affiliates. In addition, the Indenture limits the ability of
the Company and its Restricted Subsidiaries to restrict distributions and
dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of
Restricted Subsidiaries. The Indenture also imposes certain obligations with
respect to the payment of Additional Amounts.

5.       REDEMPTION

          At any time and from time to time prior to December 1, 2002, the
Company may redeem in the aggregate up to 35% of the original aggregate
principal amount of securities with the proceeds of one or more Public Equity
Offerings by the Company, at a redemption price (expressed as a percentage of
principal amount) of 114.25% plus accrued interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original aggregate principal amount of the Securities
must remain outstanding after each such redemption.


                                        5
<PAGE>   142
         The Securities may be redeemed, at the option of the Company, in whole
but not in part, at any time, upon giving not less than 30 nor more than 60
days' notice by mail to the Holders of the Securities (which notice will be
irrevocable), at a price equal to 100% of the outstanding principal amount
thereof plus accrued interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date) and including Additional Amounts payable
in respect of such payment, if the Company determines and certifies to the
Trustee immediately prior to the giving of such notice that as a result of any
amendment to, or change in, the laws (or any rules or regulations promulgated
thereunder) of Mexico or any political subdivision thereof or taxing authority
therein, or any amendment to or change in an official interpretation or
application regarding such laws, rules or regulations, which amendment, change,
application or interpretation becomes effective on or after December 9, 1999,
the Company pays, or would be obligated for reasons outside its control, and
after taking reasonable measures available to it to avoid such obligation, to
pay, Additional Amounts in respect of any Security pursuant to the terms and
conditions thereof which exceed the Additional Amounts that would have been
payable if Mexican withholding tax at a rate of 15% would be imposed on payments
of interest or amounts deemed to be interest to Holders ("EXCESSIVE ADDITIONAL
AMOUNTS"); provided, however, that (i) notice of such redemption shall not be
given earlier than 90 days prior to the earliest date on which the Company
would, but for such redemption, be obligated to pay such Excessive Additional
Amounts and (ii) at the time such notice is given, the Company's obligation to
pay such Additional Amounts (including any Excessive Additional Amounts) remains
in effect; provided further, however, that such notice shall not be deemed
effectively given if on the date on which the notice is given, the Company no
longer has an obligation to pay Excessive Additional Amounts as a result of a
subsequent change in law.

6.       NOTICE OF REDEMPTION

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at his registered address. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


                                        6
<PAGE>   143
7.       PUT PROVISIONS

         Upon a Change of Control, any Holder of Securities will have the right
to require the Company to repurchase all or any part of the Securities of such
Holder at a purchase price in cash equal to 101% of the principal amount of the
Securities to be repurchased plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of holders of record on the relevant
record date to receive interest due on the related interest payment date) as
provided in, and subject to the terms of, the Indenture. Under certain
circumstances, as set forth in Section 4.09 of the Indenture, upon a Change of
Control, any Holder of Securities will also have the right to require BAC to
repurchase all or any part of the Securities of such Holder on the same terms
set forth in the preceding sentence.

8.       DENOMINATIONS; TRANSFER; EXCHANGE

         The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed or 15 days before an
interest payment date.

9.       PERSONS DEEMED OWNERS

         The registered Holder of this Security may be treated as the owner of
it for all purposes, subject to provisions for record dates with respect to
payment of interest.

10.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

11.      DISCHARGE AND DEFEASANCE

         Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for


                                        7
<PAGE>   144
the payment of principal of and interest on the Securities to redemption or
maturity, as the case may be.

12.      AMENDMENT; WAIVER

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Securities or the Security Agreement may be amended with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Securities and (ii) any default or noncompliance with any
provision of the Indenture, the Securities or the Security Agreement may be
waived with the written consent of the Holders of a majority in principal amount
outstanding of the Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, BAC and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities or to add guarantees with respect to the Securities or
to add additional covenants or surrender rights and powers conferred on the
Company or BAC or to comply with any requirement of the Commission in connection
with qualifying the Indenture under the Act, or to make any other change that
does not adversely affect the rights of any Securityholder, or to provide for
the issuance and authorization of the Exchange Securities.

13.      DEFAULTS AND REMEDIES


                                        8
<PAGE>   145
           An Event of Default is defined in the Indenture as: (1) a default in
any payment of interest on any Security when due, continued for 30 days; (2) a
default in the payment of principal of any Security when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise; (3) the failure by the Company to comply with its obligations
under Section 5.01 of the Indenture; (4) the failure by the Company to comply
for 30 days after notice with any of its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.12, 4.13, 4.14, 4.15 or 4.16 of the
Indenture (in each case, other than a failure to purchase Securities); (5) the
failure by the Company or Bell Atlantic to comply for 60 days after notice with
its other agreements contained in the Securities or the Indenture; (6) the
failure by the Company or any Significant Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of
any such Indebtedness by the holders thereof because of a default if the total
amount of such Indebtedness unpaid or accelerated exceeds U.S.$5.0 million or
its foreign currency equivalent (the "cross acceleration provision"); (7)
certain events of bankruptcy, suspensions of payments, insolvency or
reorganization of the Company or a Significant Subsidiary (the "bankruptcy
provisions"); (8) the rendering of any judgment or decree for the payment of
money in excess of U.S.$10.0 million or its foreign currency equivalent against
the Company or a Significant Subsidiary if: (A) an enforcement proceeding
thereon is commenced or (B) such judgment or decree remains outstanding for a
period of 60 days following such judgment and is not discharged, waived or
stayed within 10 days after receipt of the notice described below (the "judgment
default provision"); or (9) the Lien created by the Security Agreement shall at
any time fail to constitute a valid and perfected Lien on all of the collateral
purported to be subject thereto, securing the obligations purported to be
secured thereby, with the priority required by the Security Agreement, or the
Company shall so assert in writing. If an Event of Default (other than a Default
relating to certain events of bankruptcy, insolvency, suspension of payments or
reorganization of the Company) occurs and is continuing, the Trustee or the
Holders of at least a majority in principal amount of the Securities may declare
the principal of and accrued but unpaid interest on all the Securities to be due
and payable immediately. Certain events of bankruptcy, insolvency, suspension of
payments or reorganization are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of


                                       9
<PAGE>   146
principal or interest) if and so long as a committee of its Trust Officers in
good faith determines that withholding notice is in the interest of the Holders.

14.      TRUSTEE DEALINGS WITH THE COMPANY

         Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

15.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company,
BAC or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

16.      AUTHENTICATION

         This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

17.      ABBREVIATIONS

         Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      CUSIP NUMBERS

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                       10
<PAGE>   147
         The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

                                        NUEVO GRUPO IUSACELL,
                                            S.A. DE C.V.
                                        Prolongacion Paseo de la Reforma 1236
                                        Colonia Santa Fe
                                        Delegacion Cuajimalpa
                                        05348, Mexico, D.F., Mexico
                                        Tel. no. +525-109-4400
                                        Attn:    Vice President of Investor
                                                 Relations


                                       11
<PAGE>   148
              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The initial principal amount of this Global Security is $[ ]. The
following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
                                                        Principal amount
                     Amount of         Amount of        of this Global
                   decrease in       increase in        Security
                   principal amount  principal amount   following such      Signature of
                   of this Global    of this Global     decrease or         authorized officer
Date of Exchange   Security          Security           increase            of Trustee
<S>                <C>               <C>                <C>                 <C>


</TABLE>


                                       12
<PAGE>   149
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

                  (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                                                agent to
transfer this Security on the books of the Company.  The agent may substitute
another to act for him.

--------------------------------------------------------------------------------


Date:_________________________ Your Signature:_______________________

Signature Guarantee:
                      ----------------------------------------------------------
                          (Signature must be guaranteed by a participant in a
                            recognized signature guarantee medallion program)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.


                                       13
<PAGE>   150
                   CERTIFICATE TO BE DELIVERED UPON TRANSFER,
                     EXCHANGE OR REGISTRATION OF SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) _______ book-entry or _______ definitive form by the
undersigned.

The undersigned (check one box below):

/ /      subject to the terms of the Indenture, has requested the Trustee by
         written order to deliver in exchange for its beneficial interest in the
         Global Security held by the Depository a Security or Securities in
         definitive, registered form of authorized denominations in an aggregate
         principal amount equal to its beneficial interest in such Global
         Security (or the portion thereof indicated above); or

/ /      has requested the Trustee by written order to exchange  or register the
         transfer of a Security or Securities.


--------------------------------------------------------------------------------
                                                           Signature

Signature Guarantee:

--------------------------------------------------------------------------------
                                                           Signature
(Signature must be guaranteed
by a participant in a signature
guarantee medallion program)
--------------------------------------------------------------------------------


                                       14
<PAGE>   151
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company (or
BAC, if applicable) pursuant to Section 4.07 or 4.09 of the Indenture, check the
box:

                                      / /

         If you want to elect to have only part of this Security purchased by
the Company (or BAC, if applicable) pursuant to Section 4.07 or 4.09 of the
Indenture, state the amount:


--------------------------------------------------------------------------------
Date:                              Your Signature:
                                   (Sign exactly as your name appears on the
                                   other side of the Security)

--------------------------------------------------------------------------------
Signature Guarantee:
                        (Signature must be guaranteed by a participant in a
                          recognized signature guarantee medallion program)


                                       15
<PAGE>   152
                                                                       EXHIBIT C


                   [FORM OF FACE OF PRIVATE EXCHANGE SECURITY]

                           [GLOBAL SECURITIES LEGEND]

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.(1)

                           [Private Placement Legend]

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM
REGISTRATION. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF THIS
NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO
THE ISSUER, (2) IN THE

-----------------------
         (1) This paragraph should only be added if the Security is issued in
global form.
<PAGE>   153
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS NOTE
FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, (5) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1) THROUGH (6) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES
IT WILL FURNISH TO THE ISSUER AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING REPRESENTATIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR"
AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT
IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR
(3) A PURCHASER WHO MEETS THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES
ACT.


                                        2
<PAGE>   154
                               NUEVO GRUPO IUSACELL, S.A. de C.V.

                          14 1/4% SENIOR NOTE DUE 2006



                                                            CUSIP No.___________
                                                            $[                 ]

         NUEVO GRUPO IUSACELL, S.A. de C.V., a limited liability corporation
organized under the laws of Mexico, promises to pay to CEDE & CO., or registered
assigns, the amount set forth on the Schedule of Increases and Decreases in
Global Security on the opposite side of this security on December 1, 2006.

         Interest Payment Dates:    June 1 and December 1.

         Record Dates:              May 15 and November 15.


                                        3
<PAGE>   155
         Additional provisions of this Security are set forth on the other side
of this Security.


                                     -------------------------------------------
                                     NUEVO GRUPO IUSACELL, S.A. de C.V.,

                                     By:
                                         ---------------------------------------

                                     Name:
                                     Title:

                                     By:
                                         ---------------------------------------

                                     Name:
                                     Title:

         With respect to its obligations in connection with this Security as set
forth in Sections 4.09, 5.02 and 6.01 of the Indenture ("BAC Commitment").

                                     BELL ATLANTIC CORPORATION

                                     By:
                                         ---------------------------------------

                                     Name:
                                     Title:

Dated: December 16, 1999

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE BANK OF NEW YORK

         as Trustee, certifies that this is
         one of the Securities referred
         to in the Indenture

By
   ----------------------------------------
              Authorized Signatory


                                        4
<PAGE>   156
               [FORM OF REVERSE SIDE OF PRIVATE EXCHANGE SECURITY]
                          14 1/4% SENIOR NOTE DUE 2006

1.       INTEREST; LIQUIDATED DAMAGES

         NUEVO GRUPO IUSACELL, S.A. de C.V., a limited liability stock
corporation organized under the laws of Mexico (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "COMPANY"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company and Bell Atlantic
Corporation, a Delaware corporation ("BAC"), will use their best efforts to have
the Exchange Offer Registration Statement and, if applicable, a Shelf
Registration Statement (each a "REGISTRATION STATEMENT") declared effective by
the Commission as promptly as practicable after the filing thereof. If (i) the
applicable Registration Statement is not filed with the Commission on or prior
to 75 days after the Issue Date; (ii) the Exchange Offer Registration Statement
or the Shelf Registration Statement, as the case may be, is not declared
effective within 150 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of the Commission or its staff, if later, within
75 days after publication of the change in law or interpretation); (iii) the
Registered Exchange Offer is not consummated on or prior to 180 days after the
Issue Date; or (iv) the Shelf Registration Statement is filed and declared
effective within 150 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of the Commission or its staff, if later, within
75 days after publication of the change interpretation) but shall thereafter
cease to be effective (at any time that the Company and BAC are obligated to
maintain the effectiveness thereof) without being succeeded within 30 days by an
additional Registration Statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company
will pay liquidated damages to each Holder of Registrable Securities, during the
period of one or more such Registration Defaults, in an amount equal to $0.192
per week per $1,000 principal amount of the Securities constituting Registrable
Securities held by such Holder until (i) the applicable Registration Statement
is filed, (ii) the Exchange Offer Registration Statement is declared effective
and the Registered Exchange Offer is consummated, (iii) the Shelf Registration
Statement is declared effective (iv) or the Shelf Registration Statement again
becomes effective, as the case may be. All accrued liquidated damages shall be
paid to Holders in the same manner as interest payments on the Securities on
semi-annual payment dates which correspond to interest payment dates for the
Securities. Following the cure of all Registration Defaults, the accrual of
liquidated damages will cease.


                                        5
<PAGE>   157
         The Company will pay interest semiannually on June 1 and December 1 of
each year. Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from December 16,
1999. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2.       METHOD OF PAYMENT

         The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the May 15 or November 15 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal and interest by
check payable in such money. It may mail an interest check to a Holder's
registered address.

3.       PAYING AGENT AND REGISTRAR

         Initially, The Bank of New York, a New York banking corporation (the
"TRUSTEE"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its Wholly Owned Subsidiaries incorporated in either the United States
or Mexico may act as Paying Agent, Registrar or co-registrar.

4.       INDENTURE

         The Company issued the Securities under an Indenture dated as of
December 16, 1999 (the "INDENTURE"), between the Company, BAC and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa77bbbb) as in effect on the date of the IndeNTUre (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.

            The Securities are general unsecured obligations of the Company
limited to $350,000,000 aggregate principal amount at any one time outstanding
(subject to Section 2.07 of the Indenture). This Security is one of the Initial
Securities referred to in the Indenture. The Securities include the Initial
Securities


                                        6
<PAGE>   158
and any Exchange Securities issued in exchange for the Initial Securities
pursuant to the Indenture. The Initial Securities and the Exchange Securities
are treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the issuance of debt by the Company and its
Restricted Subsidiaries, the payment of dividends and other distributions on,
and acquisitions or retirements of, the Capital Stock and Subordinated
Obligations of the Company and its Restricted Subsidiaries, the incurrence by
the Company and its Restricted Subsidiaries of Liens on its property and assets
which do not equally and ratably secure the Securities, the sale or transfer of
assets and stock of Restricted Subsidiaries of the Company, investments by the
Company and its Restricted Subsidiaries, the lines of business in which the
Company and its Restricted Subsidiaries may operate, consolidations, mergers and
transfers of all or substantially all of the Company's property and assets and
transactions with Affiliates. In addition, the Indenture limits the ability of
the Company and its Restricted Subsidiaries to restrict distributions and
dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of
Restricted Subsidiaries. The Indenture also imposes certain obligations with
respect to the payment of Additional Amounts.

5.       REDEMPTION

          At any time and from time to time prior to December 1, 2002, the
Company may redeem in the aggregate up to 35% of the original aggregate
principal amount of securities with the proceeds of one or more Public Equity
Offerings by the Company, at a redemption price (expressed as a percentage of
principal amount) of 114.25% plus accrued interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original aggregate principal amount of the Securities
must remain outstanding after each such redemption.

         The Securities may be redeemed, at the option of the Company, in whole
but not in part, at any time, upon giving not less than 30 nor more than 60
days' notice by mail to the Holders of the Securities (which notice will be
irrevocable), at a price equal to 100% of the outstanding principal amount
thereof plus accrued interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date) and including Additional Amounts payable
in respect of such payment, if the Company determines and certifies to the
Trustee immediately prior to the giving of such notice that as a result of any
amendment to, or change in, the laws (or any rules or regulations promulgated
thereunder) of Mexico or any political subdivision thereof or taxing authority
therein, or any amendment to or change in an official interpretation or
application regarding such laws, rules or regulations,


                                       7
<PAGE>   159
which amendment, change, application or interpretation becomes effective on or
after December 9, 1999, the Company pays, or would be obligated for reasons
outside its control, and after taking reasonable measures available to it to
avoid such obligation, to pay, Additional Amounts in respect of any Security
pursuant to the terms and conditions thereof which exceed the Additional Amounts
that would have been payable if Mexican withholding tax at a rate of 15% would
be imposed on payments of interest or amounts deemed to be interest to Holders
("EXCESSIVE ADDITIONAL AMOUNTS"); provided, however, that (i) notice of such
redemption shall not be given earlier than 90 days prior to the earliest date on
which the Company would, but for such redemption, be obligated to pay such
Excessive Additional Amounts and (ii) at the time such notice is given, the
Company's obligation to pay such Additional Amounts (including any Excessive
Additional Amounts) remains in effect; provided further, however, that such
notice shall not be deemed effectively given if on the date on which the notice
is given, the Company no longer has an obligation to pay Excessive Additional
Amounts as a result of a subsequent change in law.

6.       NOTICE OF REDEMPTION

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at his registered address. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.

7.       PUT PROVISIONS

         Upon a Change of Control, any Holder of Securities will have the right
to require the Company to repurchase all or any part of the Securities of such
Holder at a purchase price in cash equal to 101% of the principal amount of the
Securities to be repurchased plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of holders of record on the relevant
record date to receive interest due on the related interest payment date) as
provided in, and subject to the terms of, the Indenture. Under certain
circumstances, as set forth in Section 4.09 of the Indenture, upon a Change of
Control, any Holder of Securities will also have the right to require BAC to
repurchase all or any part of the Securities of such Holder on the same terms
set forth in the preceding sentence.

8.       DENOMINATIONS; TRANSFER; EXCHANGE


                                        8
<PAGE>   160
         The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed or 15 days before an
interest payment date.

9.       PERSONS DEEMED OWNERS

         The registered Holder of this Security may be treated as the owner of
it for all purposes, subject to provisions for record dates with respect to
payment of interest.

10.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

11.      DISCHARGE AND DEFEASANCE

         Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal of and interest on the Securities to redemption or
maturity, as the case may be.

12.      AMENDMENT; WAIVER


                                       9
<PAGE>   161
         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Securities or the Security Agreement may be amended with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Securities and (ii) any default or noncompliance with any
provision of the Indenture, the Securities or the Security Agreement may be
waived with the written consent of the Holders of a majority in principal amount
outstanding of the Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, BAC and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities or to add guarantees with respect to the Securities or
to add additional covenants or surrender rights and powers conferred on the
Company or BAC or to comply with any requirement of the Commission in connection
with qualifying the Indenture under the Act, or to make any other change that
does not adversely affect the rights of any Securityholder, or to provide for
the issuance and authorization of the Exchange Securities.

13.      DEFAULTS AND REMEDIES


                                       10
<PAGE>   162
           An Event of Default is defined in the Indenture as: (1) a default in
any payment of interest on any Security when due, continued for 30 days; (2) a
default in the payment of principal of any Security when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise; (3) the failure by the Company to comply with its obligations
under Section 5.01 of the Indenture; (4) the failure by the Company to comply
for 30 days after notice with any of its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.12, 4.13, 4.14, 4.15 or 4.16 of the
Indenture (in each case, other than a failure to purchase Securities); (5) the
failure by the Company or Bell Atlantic to comply for 60 days after notice with
its other agreements contained in the Securities or the Indenture; (6) the
failure by the Company or any Significant Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of
any such Indebtedness by the holders thereof because of a default if the total
amount of such Indebtedness unpaid or accelerated exceeds U.S.$5.0 million or
its foreign currency equivalent (the "cross acceleration provision"); (7)
certain events of bankruptcy, suspensions of payments, insolvency or
reorganization of the Company or a Significant Subsidiary (the "bankruptcy
provisions"); (8) the rendering of any judgment or decree for the payment of
money in excess of U.S.$10.0 million or its foreign currency equivalent against
the Company or a Significant Subsidiary if: (A) an enforcement proceeding
thereon is commenced or (B) such judgment or decree remains outstanding for a
period of 60 days following such judgment and is not discharged, waived or
stayed within 10 days after receipt of the notice described below (the "judgment
default provision"); or (9) the Lien created by the Security Agreement shall at
any time fail to constitute a valid and perfected Lien on all of the collateral
purported to be subject thereto, securing the obligations purported to be
secured thereby, with the priority required by the Security Agreement, or the
Company shall so assert in writing. If an Event of Default (other than a Default
relating to certain events of bankruptcy, insolvency, suspension of payments or
reorganization of the Company) occurs and is continuing, the Trustee or the
Holders of at least a majority in principal amount of the Securities may declare
the principal of and accrued but unpaid interest on all the Securities to be due
and payable immediately. Certain events of bankruptcy, insolvency, suspension of
payments or reorganization are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of


                                       11
<PAGE>   163
principal or interest) if and so long as a committee of its Trust Officers in
good faith determines that withholding notice is in the interest of the Holders.

14.      TRUSTEE DEALINGS WITH THE COMPANY

         Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

15.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company,
BAC or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

16.      AUTHENTICATION

         This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

17.      ABBREVIATIONS

         Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      CUSIP NUMBERS

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                       12
<PAGE>   164
         The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

                                           NUEVO GRUPO IUSACELL,
                                               S.A. DE C.V.
                                           Prolongacion Paseo de la Reforma 1236
                                           Colonia Santa Fe
                                           Delegacion Cuajimalpa
                                           05348, Mexico, D.F., Mexico
                                           Tel. no. +525-109-4400
                                           Attn:    Vice President of Investor
                                                    Relations


                                       13
<PAGE>   165
                       SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The initial principal amount of this Global Security is $[      ]. The
following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
Date of Exchange     Amount of         Amount of        Principal amount    Signature of
                   decrease in       increase in        of this Global      authorized officer
                   principal amount  principal amount   Security            of Trustee
                   of this Global    of this Global     following such
                   Security          Security           decrease or
                                                        increase
<S>                <C>               <C>                <C>                 <C>



</TABLE>


                                       14
<PAGE>   166
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

              (Print or type assignee's name, address and zip code)

              (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                                                 agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

--------------------------------------------------------------------------------


Date:                          Your Signature:
     -------------------------                -----------------------

Signature Guarantee:
                     -----------------------------------------------------------
                         (Signature must be guaranteed by a participant in a
                           recognized signature guarantee medallion program)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.


                                       15
<PAGE>   167
                   CERTIFICATE TO BE DELIVERED UPON TRANSFER,
                     EXCHANGE OR REGISTRATION OF SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) _______ book-entry or _______ definitive form by the
undersigned.

The undersigned (check one box below):

/ /      subject to the terms of the Indenture, has requested the Trustee by
         written order to deliver in exchange for its beneficial interest in the
         Global Security held by the Depository a Security or Securities in
         definitive, registered form of authorized denominations in an aggregate
         principal amount equal to its beneficial interest in such Global
         Security (or the portion thereof indicated above); or

/ /      has requested the Trustee by written order to exchange  or register the
         transfer of a Security or Securities.

[In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the later of (a) two years after the date
of original issuance of such Securities and (b) three months after the last date
the undersigned was an Affiliate of the Company, the undersigned confirms that
such Securities are being:(2)

CHECK ONE BOX BELOW:

                           (1)  / / transferred to the Company; or

                           (2)  / / transferred pursuant to an effective
                                    registration statement under the Securities
                                    Act of 1933; or

                           (3)  / / transferred pursuant to and in compliance
                                    with Rule 144A under the Securities Act of
                                    1933, as amended, and the transferor has
                                    furnished to the Trustee a signed letter
                                    containing certain representations and
                                    agreements (the form of which letter appears
                                    as Exhibit E to the Indenture); or

--------
         (2) This paragraph, the last paragraph of this Certificate and the
related boxes do not apply in the case of transfers of interests in the
Regulation S Global Security.


                                       16
<PAGE>   168
                           (4)  / / transferred pursuant to and in compliance
                                    with Regulation S under the Securities Act
                                    of 1933, as amended, and the transferor has
                                    furnished to the Trustee a signed letter
                                    containing certain representations and
                                    agreements (the form of which letter appears
                                    as Exhibit F to the Indenture); or

                           (5)  / / transferred to an institutional "accredited
                                    investor" (as defined in Rule 501(a)(1),
                                    (2), (3) or (7) under the Securities Act of
                                    1933, as amended), that has furnished to the
                                    Trustee a signed letter containing certain
                                    representations and agreements (the form of
                                    which letter appears as Exhibit F to the
                                    Indenture); or

                           (6)  / / transferred pursuant to an exemption from
                                    registration under Rule 144 (if applicable)
                                    of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (4), (5) or
(6) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.]



--------------------------------------------------------------------------------
                                                         Signature

Signature Guarantee:

--------------------------------------------------------------------------------
                                                         Signature
(Signature must be guaranteed
by a participant in a signature
guarantee medallion program)
--------------------------------------------------------------------------------


                                       17
<PAGE>   169
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company (or
BAC, if applicable) pursuant to Section 4.07 or 4.09 of the Indenture, check the
box:

         If you want to elect to have only part of this Security purchased by
the Company (or BAC, if applicable) pursuant to Section 4.07 or 4.09 of the
Indenture, state the amount:


--------------------------------------------------------------------------------
Date:                              Your Signature:
                                   (Sign exactly as your name appears on the
                                   other side of the Security)

--------------------------------------------------------------------------------
Signature Guarantee:
                        (Signature must be guaranteed by a participant in a
                          recognized signature guarantee medallion program)


                                       18
<PAGE>   170
                                                                       EXHIBIT D


                   FORM OF TRANSFEREE LETTER OF REPRESENTATION

Nuevo Grupo Iusacell, S.A. de C.V.
c/o The Bank of New York, as Trustee

Ladies and Gentlemen:

         In connection with the proposed transfer of $________ aggregate
principal amount of 14 1/4% Senior Notes due 2006 (the "NOTES") of Nuevo Grupo
Iusacell, S.A. de C.V., a limited liability stock corporation organized under
the laws of Mexico (the "COMPANY"), we confirm that:

         1. We understand that the Notes have not been registered under the
Securities Act of 1933 (the "SECURITIES ACT"), and may not be sold except as
permitted in the following sentence. We understand and agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated, (x)
that such Notes are being offered only in a transaction not involving any public
offering within the meaning of the Securities Act, (y) that if we decide to
resell, pledge or otherwise transfer such Notes within two years after the date
of the original issuance of the Notes or if within three months after we cease
to be an affiliate (within the meaning of Rule 144 under the Securities Act) of
the Company, such Notes may be resold, pledged or transferred only (i) to the
Company, (ii) so long as the Notes are eligible for resale pursuant to Rule 144A
under the Securities Act ("RULE 144A"), to a person whom we reasonably believe
is a "qualified institutional buyer" (as defined in Rule 144A) ("QIB") that
purchases for its own account or for the account of a QIB to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule 144A
(as indicated by the box checked by the transferor on the Certificate of
Transfer on the reverse of the certificate for the Notes), (iii) outside the
United States in accordance with Regulation S under the Securities Act (as
indicated by the box checked by the transferor on the Certificate of Transfer on
the reverse of the certificate for the Notes), (iv) to an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act ("INSTITUTIONAL ACCREDITED INVESTOR") (as
indicated by the box checked by the transferor on the Certificate of Transfer on
the reverse of the certificate for the Notes) which has certified to the Company
and the Trustee that it is such an accredited investor and is acquiring the
Notes for investment purposes and not for distribution, (v) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 (if
applicable) under the Securities Act, or (vi) pursuant to an effective
registration statement under the Securities Act, in each case in
<PAGE>   171
accordance with any applicable securities laws of any state of the United
States, and we will notify any purchaser of the Notes from us of the above
resale restriction, if then applicable. We further understand that in connection
with any transfer of the Notes by us that the Company and the Trustee may
request, and if so requested we will furnish, such certificates, legal opinions
and other information as they may reasonably require to confirm that any such
transfer complies with the foregoing restrictions.

         2. We are able to fend for ourselves in the transactions contemplated
by the Offering Memorandum dated July 15, 1997, as amended from time to time,
relating to the Notes, we have knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or its investment and can afford the
complete loss of such investment.

         3. We understand that the minimum principal amount of Notes that may be
purchased by an Institutional Accredited Investor is $100,000.

         4. We are acquiring the Notes transferred to us for investment
purposes, and not for distribution, for our own account or for one or more
accounts as to each of which we exercise sole investment discretion and we are
or such account is an Institutional Accredited Investor.

         5. You are entitled to rely upon this letter and you are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                Very truly yours,

                                ------------------------------------------------
                                (Name of Transferee)

                                By:
                                      ------------------------------------------


                                Date:
                                      ------------------------------------------


                                        2
<PAGE>   172
                                                                       EXHIBIT E


                         [FORM OF LETTER TO BE DELIVERED
               IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]


Nuevo Grupo Iusacell, S.A. de C.V.
c/o The Bank of New York, as Trustee


[Date]

         Re:      Nuevo Grupo Iusacell, S.A. de C.V. (the "COMPANY")
                  14 1/4% Senior Notes due 2006 (the "SECURITIES")

Ladies and Gentlemen:

         In connection with our proposed sale of $_______ aggregate principal
amount at maturity of the Securities, we hereby certify that such transfer is
being effected pursuant to and in accordance with Rule 144A ("RULE 144A") under
the Securities Act of 1933 (the "SECURITIES ACT"), and, accordingly, we hereby
further certify that the Securities are being transferred to a person that we
reasonably believe is purchasing the Securities for its own account, or for one
or more accounts with respect to which such person exercises sole investment
discretion, and such person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Securities are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                    Very truly yours,


                                    --------------------------------------------
                                             [Name of Transferor]


                                    By:
                                        ----------------------------------------
                                                Authorized Signature
<PAGE>   173
                                                                       EXHIBIT F


                         [FORM OF LETTER TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S]


Nuevo Grupo Iusacell, S.A. de C.V.
c/o The Bank of New York, as Trustee

[Date]


         Re:      Nuevo Grupo Iusacell, S.A. de C.V. (the "COMPANY") 14 1/4%
                  Senior Notes due 2006 (the "SECURITIES")

Ladies and Gentlemen:

         In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S ("REGULATION S") under the Securities Act
of 1933 (the "SECURITIES ACT"), and, accordingly, we represent that:

                  (1) the offer of the Securities was not made to a person in
         the United States;

                  (2) either (a) at the time the buy order was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States or (b) the transaction was executed in, on or through the
         facilities of a designated off-shore securities market and neither we
         nor any person acting on our behalf knows that the transaction has been
         prearranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
         States that would not comply with the requirements of Rule 903(b) or
         Rule 904(b) of Regulation S, as applicable; and

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act.
<PAGE>   174
         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                     Very truly yours,

                                     [Name of Transferor]


                                     By:
                                         -------------------------------------

                                          Authorized Signature


                                        2