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                                                                     Exhibit 4.3


                       NUEVO GRUPO IUSACELL, S.A. de C.V.


                                  $350,000,000

                          14 1/4% Senior Notes due 2006

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 16, 1999

CHASE SECURITIES INC.
SALOMON SMITH BARNEY INC.
J.P.MORGAN SECURITIES INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th Floor
New York, New York 10017

Ladies and Gentlemen:

         Nuevo Grupo Iusacell, S.A. de C.V., a limited liability stock
corporation (sociedad anonima de capital variable) organized under the laws of
Mexico (the "COMPANY"), proposes to issue and sell to Chase Securities Inc.
("CSI"), Salomon Smith Barney Inc. ("SALOMON") and J.P. Morgan Securities Inc.
("J.P. MORGAN" and, together with CSI and Salomon, the "INITIAL PURCHASERS"),
upon the terms and subject to the conditions set forth in a purchase agreement
dated December 9, 1999 (the "PURCHASE AGREEMENT"), $350,000,000 aggregate
principal amount of its 14 1/4% Senior Notes due 2006 (the "SECURITIES"). Bell
Atlantic Corporation, a Delaware corporation ("BAC"), is jointly and severally
liable with the Company for certain of the Company's obligations under the
Securities. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

         As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, each of the Company and BAC agrees with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the
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Securities, the Exchange Securities (as defined herein) and the Private Exchange
Securities (as defined herein) (collectively, the "HOLDERS"), as follows:

           1. Registered Exchange Offer. The Company and BAC, severally but not
jointly, shall (i) prepare and, not later than 75 days following the date of
original issuance of the Securities (the "ISSUE DATE"), file with the Commission
a registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an
appropriate form under the Securities Act with respect to a proposed offer to
the Holders of the Securities (the "REGISTERED EXCHANGE OFFER") to issue and
deliver to such Holders, in exchange for the Securities, a like aggregate
principal amount of debt securities of the Company (the "EXCHANGE SECURITIES")
that are identical in all material respects to the Securities, except for the
transfer restrictions relating to the Securities, (ii) use their reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act no later than 150 days after the Issue Date and the
Registered Exchange Offer to be consummated no later than 180 days after the
Issue Date and (iii) keep the Exchange Offer Registration Statement effective
for not less than 30 days (or longer, if required by applicable law) after the
date that notice of the Registered Exchange Offer is mailed to the Holders (such
period being called the "EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange
Securities will be issued under the Indenture or an indenture (the "EXCHANGE
SECURITIES INDENTURE") among the Company, BAC and the Trustee or such other bank
or trust company that is reasonably satisfactory to the Initial Purchasers, as
trustee (the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in
all material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).

         Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and BAC shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Company, BAC or an Exchanging Dealer (as
defined herein) not complying with the requirements of the next sentence, (b) is
not an Initial Purchaser holding Securities that have, or that are reasonably
likely to have, the status of an unsold allotment in an initial distribution,
(c) acquires the Exchange Securities in the ordinary course of such Holder's
business and (d) has no arrangements or understandings with any person to
participate in the distribution of the Exchange Securities) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under
the securities laws of the several states of the United States. The Company, BAC
and each Initial Purchaser acknowledge that, pursuant to current interpretations
by the Commission's staff of Section 5 of the Securities Act, each Holder that
is a broker-dealer electing to exchange


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Securities acquired for its own account as a result of market making activities
or other trading activities for Exchange Securities (an "EXCHANGING DEALER"), is
required to deliver a prospectus containing substantially the information set
forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section and in Annex
C hereto in the "Plan of Distribution" section of such prospectus in connection
with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer.

         If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Company and BAC shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Securities in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the
Securities held by such Holder (the "PRIVATE EXCHANGE"), a like aggregate
principal amount of debt securities of the Company (the "PRIVATE EXCHANGE
SECURITIES") that are identical in all material respects to the Exchange
Securities, except for the transfer restrictions relating to such Private
Exchange Securities. The Private Exchange Securities will be issued under the
same indenture as the Exchange Securities, and the Company shall use its
reasonable best efforts to cause the Private Exchange Securities to bear the
same CUSIP number as the Exchange Securities.

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

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         30 days (or longer if required by applicable law) after the date on
         which notice of the Registered Exchange Offer is mailed to the Holders;

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

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and



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                  (e) otherwise comply in all respects with all laws that are
         applicable to the Registered Exchange Offer.

         As soon as practicable after the close of the Registered Exchange Offer
and any Private Exchange, as the case may be, the Company shall:

                  (a) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (b) deliver to the Trustee for cancellation all Securities so
         accepted for exchange; and

                  (c) cause the Trustee or the Exchange Securities Trustee, as
         the case may be, promptly to authenticate and deliver to each Holder of
         Exchange Securities or Private Exchange Securities, as the case may be,
         equal in principal amount to the Securities of such Holder so accepted
         for exchange.

         The Company and BAC, severally but not jointly, shall use their
reasonable best efforts to keep the Exchange Offer Registration Statement
effective and to amend and supplement the prospectus contained therein in order
to permit such prospectus to be used by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such
persons must comply with such requirements in order to resell the Exchange
Securities; provided that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by an Exchanging Dealer, such
period shall be the earlier of 180 days and the date on which all Exchanging
Dealers have sold all Exchange Securities held by them and (ii) the Company and
BAC shall make such prospectus and any amendment or supplement thereto available
to any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the
Registered Exchange Offer.

         The Indenture or the Exchange Securities Indenture, as the case may be,
shall provide that the Securities, the Exchange Securities and the Private
Exchange Securities shall vote and consent together on all matters as one class
and that none of the Securities, the Exchange Securities or the Private Exchange
Securities will have the right to vote or consent as a separate class on any
matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and the Private Exchange,
respectively, will accrue from the last interest payment date on which interest
was

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paid on the Securities surrendered in exchange therefor or, if no interest has
been paid on the Securities, from the Issue Date.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company and BAC that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act and (iii) such Holder is not an
affiliate of the Company or BAC or, if it is such an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.

         Notwithstanding any other provisions hereof, the Company and BAC
(provided that BAC's obligations under this paragraph shall be limited solely to
information furnished by BAC expressly for inclusion in the Exchange Offer
Registration Statement and any amendment thereto) shall ensure that (i) any
Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations of the
Commission thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement
and any supplement to such prospectus does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

           2. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission or its staff the Company
and BAC are not permitted to effect the Registered Exchange Offer as
contemplated by Section 1 hereof, or (ii) any Securities validly tendered
pursuant to the Registered Exchange Offer are not exchanged for Exchange
Securities within 180 days after the Issue Date, or (iii) any Initial Purchaser
so requests with respect to Securities or Private Exchange Securities not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following the consummation of the Registered Exchange
Offer, or (iv) any applicable law or interpretations do not permit one or more
Holders to participate in the Registered Exchange Offer, or (v) any Holder that
participates in the Registered Exchange Offer does not receive freely
transferable Exchange Securities in exchange for

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tendered Securities, or (vi) the Company and BAC so elect, then the following
provisions shall apply:

         (a) The Company and BAC, severally but not jointly, shall use their
reasonable best efforts to file as promptly as practicable (but in no event more
than 30 days after so required or requested pursuant to this Section 2) with the
Commission, and thereafter shall use their reasonable best efforts to cause to
be declared effective, a shelf registration statement on an appropriate form
under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities (as defined below) by the Holders thereof from time to
time in accordance with the methods of distribution set forth in such
registration statement (hereafter, a "SHELF REGISTRATION STATEMENT" and,
together with any Exchange Offer Registration Statement, a "REGISTRATION
STATEMENT").

         (b) The Company and BAC, severally but not jointly shall use their
reasonable best efforts to keep the Shelf Registration Statement continuously
effective in order to permit the prospectus forming part thereof to be used by
Holders of Transfer Restricted Securities for a period ending on the earlier of
(i) two years from the Issue Date or such shorter period that will terminate
when all the Transfer Restricted Securities covered by the Shelf Registration
Statement have been sold pursuant thereto and (ii) the date on which the
Securities become eligible for resale without volume restrictions pursuant to
Rule 144 under the Securities Act (in any such case, such period being called
the "SHELF REGISTRATION PERIOD"). The Company or BAC, as applicable, shall be
deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Transfer Restricted Securities
covered thereby not being able to offer and sell such Transfer Restricted
Securities during that period, unless such action is required by applicable law.

         (c) Notwithstanding any other provisions hereof, the Company and BAC
(provided that BAC's obligations under this paragraph shall be limited solely to
information furnished by BAC expressly for inclusion in the Shelf Registration
Statement and any amendment thereto) shall ensure that (i) any Shelf
Registration Statement and any amendment thereto and any prospectus forming part
thereof and any supplement thereto complies in all material respects with the
Securities Act and the rules and regulations of the Commission thereunder, (ii)
any Shelf Registration Statement and any amendment thereto (in either case,
other than with respect to information included therein in reliance upon or in
conformity with written information furnished to the Company or BAC by or on
behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION"))
does not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the

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statements therein not misleading and (iii) any prospectus forming part of any
Shelf Registration Statement and any supplement to such prospectus (in either
case, other than with respect to Holders' Information) does not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

           3. Liquidated Damages. (a) The parties hereto agree that the Holders
of Transfer Restricted Securities (as defined below) will suffer damages if the
Company and BAC fail to fulfill their obligations under Section 1 or Section 2,
as applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, 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 Commission's staff, if later,
within 75 days after publication of the change in law or 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 shall be obligated to pay liquidated damages to each
Holder of Transfer Restricted 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 Transfer Restricted 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 or
(iv) the Shelf Registration Statement again becomes effective, as the case may
be. Following the cure of all Registration Defaults, the accrual of liquidated
damages will cease. As used herein, the term "TRANSFER RESTRICTED SECURITIES"
means (i) each Security until the date on which such Security has been exchanged
for a freely transferable Exchange Security in the Registered Exchange Offer,
(ii) each 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 Security or
Private Exchange Security until the date on which it is distributed to the
public pursuant to Rule 144


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under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act. Notwithstanding anything to the contrary in this Section 3(a),
the Company shall not be required to pay liquidated damages to a Holder of
Transfer Restricted Securities if such Holder failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n).

         (b) The Company shall notify the Trustee and the Paying Agent under the
Indenture immediately upon the happening of each and every Registration Default.
The Company shall pay the liquidated damages due on the Transfer Restricted
Securities by depositing with the Paying Agent (which may not be the Company or
any of its Subsidiaries for these purposes), in trust, for the benefit of the
Holders thereof, prior to 10:00 a.m., New York City time, on the next interest
payment date specified by the Indenture and the Securities, sums sufficient to
pay the liquidated damages then due. The liquidated damages due shall be payable
on each interest payment date specified by the Indenture and the Securities to
the record holder entitled to receive the interest payment to be made on such
date. Each obligation to pay liquidated damages shall be deemed to accrue from
and including the date of the applicable Registration Default.

         (c) The parties hereto agree that the liquidated damages provided for
in this Section 3 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to be declared effective or to remain effective or
(iii) the Exchange Offer Registration Statement to be declared effective and the
Registered Exchange Offer to be consummated, in each case to the extent required
by this Agreement.

           4. Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

         (a) The Company shall (i) furnish to each Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Registration Statement and
each amendment thereof and each supplement, if any, to the prospectus included
therein and shall use its reasonable best efforts to reflect in each such
document, when so filed with the Commission, such comments as either Initial
Purchaser may reasonably propose; (ii) include the information set forth in
Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section and in Annex
C hereto in the "Plan of Distribution" section of the

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prospectus forming a part of the Exchange Offer Registration Statement, and
include the information set forth in Annex D hereto in the Letter of Transmittal
delivered pursuant to the Registered Exchange Offer; and (iii) if requested by
any Initial Purchaser, include the information required by Item 507 or 508 of
Regulation S-K, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement.

         (b) The Company shall advise each Initial Purchaser, each Exchanging
Dealer and the Holders (if applicable) and, if requested by any such person,
confirm such advice in writing (which advice pursuant to clauses (ii) through
(v) hereof shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made):

                                            (i) when any Registration Statement
                                    and any amendment thereto has been filed
                                    with the Commission and when such
                                    Registration Statement or any post-effective
                                    amendment thereto has become effective;

                                            (ii) of any request by the
                                    Commission for amendments or supplements to
                                    any Registration Statement or the prospectus
                                    included therein or for additional
                                    information;

                                            (iii) of the issuance by the
                                    Commission of any stop order suspending the
                                    effectiveness of any Registration Statement
                                    or the initiation of any proceedings for
                                    that purpose;

                                            (iv) of the receipt by the Company
                                    or BAC of any notification with respect to
                                    the suspension of the qualification of the
                                    Securities, the Exchange Securities or the
                                    Private Exchange Securities for sale in any
                                    jurisdiction or the initiation or
                                    threatening of any proceeding for such
                                    purpose; and

                                            (v) of the happening of any event
                                    that requires the making of any changes in
                                    any Registration Statement or the prospectus
                                    included therein in order that the
                                    statements therein are not misleading and do
                                    not omit to state a material fact required
                                    to be stated therein or necessary to make
                                    the statements therein not misleading.



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         (c) The Company and BAC (provided that BAC's obligations under this
paragraph shall be limited solely to orders directed at BAC) shall make every
reasonable effort to obtain the withdrawal at the earliest possible time of any
order suspending the effectiveness of any Registration Statement.

         (d) The Company shall furnish to each Holder of Transfer Restricted
Securities included within the coverage of any Shelf Registration Statement,
without charge, at least one conformed copy of such Shelf Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules and, if any such Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).

         (e) The Company shall, during the Shelf Registration Period, promptly
deliver to each Holder of Transfer Restricted Securities included within the
coverage of any Shelf Registration Statement, without charge, as many copies of
the prospectus (including each preliminary prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request; and the Company and BAC consent to the use of such
prospectus or any amendment or supplement thereto by each of the selling Holders
of Transfer Restricted Securities in connection with the offer and sale of the
Transfer Restricted Securities covered by such prospectus or any amendment or
supplement thereto.

         (f) The Company shall furnish to each Initial Purchaser, each
Exchanging Dealer and any other Holder who so requests, without charge, at least
one conformed copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
and, if any Initial Purchaser, Exchanging Dealer or such Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).

         (g) The Company shall, during the Exchange Offer Registration Period or
the Shelf Registration Period, as applicable, promptly deliver to each Initial
Purchaser, each Exchanging Dealer and such other persons that are required to
deliver a prospectus following the Registered Exchange Offer, without charge, as
many copies of the final prospectus included in the Exchange Offer Registration
Statement or the Shelf Registration Statement and any amendment or supplement
thereto as such Initial Purchaser, Exchanging Dealer or other persons may
reasonably request; and the Company and BAC consent to the use of such
prospectus or any amendment or supplement thereto by any such Initial Purchaser,
Exchanging Dealer or other persons, as applicable, as aforesaid.

         (h) Prior to the effective date of any Registration Statement, the
Company and BAC, severally but not jointly, shall use their

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reasonable best efforts to register or qualify, or cooperate with the Holders of
Securities, Exchange Securities or Private Exchange Securities included therein
and their respective counsel in connection with the registration or
qualification of, such Securities, Exchange Securities or Private Exchange
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions as any such Holder reasonably requests in writing and do any and
all other acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities, Exchange Securities or Private Exchange
Securities covered by such Registration Statement; provided, however, that
neither the Company nor BAC will be required to qualify generally to do business
in any jurisdiction where it is not then so qualified or to take any action
which would subject it to general service of process or to taxation in any such
jurisdiction where it is not then so subject.

         (i) The Company shall cooperate with the Holders of Securities,
Exchange Securities or Private Exchange Securities to facilitate the timely
preparation and delivery of certificates representing Securities, Exchange
Securities or Private Exchange Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as the Holders thereof may request in writing prior
to sales of Securities, Exchange Securities or Private Exchange Securities
pursuant to such Registration Statement.

         (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
during the period for which the Company and BAC are required to maintain an
effective Registration Statement, the Company and BAC shall promptly prepare and
file with the Commission a post-effective amendment to the Registration
Statement or a supplement to the related prospectus or file any other required
document so that, as thereafter delivered to purchasers of the Securities,
Exchange Securities or Private Exchange Securities from a Holder, the prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

         (k) Not later than the effective date of the applicable Registration
Statement, the Company shall provide a CUSIP number for the Securities, Exchange
Securities or Private Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Securities, Exchange
Securities or Private Exchange Securities, as the case may be, in a form
eligible for deposit with The Depository Trust Company.

         (l) The Company and BAC shall comply with all applicable rules and
regulations of the Commission and will make generally available to its security
holders as soon as practicable after the effective date of

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the applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, provided that in no event
shall such earnings statement be delivered later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of the applicable Registration Statement, which statement shall cover such
12-month period.

         (m) The Company and BAC shall cause the Indenture or the Exchange
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act as required by applicable law in a timely manner.

         (n) The Company and BAC may require each Holder of Transfer Restricted
Securities to be registered pursuant to any Shelf Registration Statement to
furnish to the Company and BAC such information concerning such holder and the
distribution of such Transfer Restricted Securities as the Company or BAC may
from time to time reasonably require for inclusion in such Shelf Registration
Statement, and the Company and BAC may exclude from such registration the
Transfer Restricted Securities of any holder thereof that fails to furnish such
information within a reasonable time after receiving such request.

         (o) In the case of a Shelf Registration Statement, each Holder of
Transfer Restricted Securities to be registered pursuant thereto agrees by
acquisition of such Transfer Restricted Securities that, upon receipt of any
notice from the Company or BAC pursuant to Section 4(b)(ii) through (v) hereof,
such Holder will discontinue disposition of such Transfer Restricted Securities
until such Holder's receipt of copies of the supplemental or amended prospectus
contemplated by Section 4(j) or until advised in writing (the "ADVICE") by the
Company or BAC that the use of the applicable prospectus may be resumed. If the
Company or BAC shall give any notice under Section 4(b)(ii) through (v) during
the period that the Company and BAC are required to maintain an effective
Registration Statement (the "EFFECTIVENESS PERIOD"), such Effectiveness Period
shall be extended by the number of days during such period from and including
the date of the giving of such notice to and including the date when each seller
of Transfer Restricted Securities covered by such Registration Statement shall
have received (x) the copies of the supplemental or amended prospectus
contemplated by Section 4(j) (if an amended or supplemental prospectus is
required) or (y) the Advice (if no amended or supplemental prospectus is
required).

         (p) In the case of a Shelf Registration Statement, the Company and BAC
shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other action, if
any, as Holders of a majority in aggregate principal amount of the

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Securities, Exchange Securities or Private Exchange Securities being sold or the
managing underwriters (if any) shall reasonably request in order to facilitate
any disposition of Securities, Exchange Securities or Private Exchange
Securities pursuant to such Shelf Registration Statement.

         (q) In the case of a Shelf Registration Statement, the Company and BAC
shall (i) make reasonably available for inspection by a representative of, and
Special Counsel (as defined below) acting for, Holders of a majority in
aggregate principal amount of the Securities, Exchange Securities or Private
Exchange Securities being sold and any underwriter participating in any
disposition of Securities, Exchange Securities or Private Exchange Securities
pursuant to such Shelf Registration Statement, all relevant financial and other
records, pertinent corporate documents and properties of the Company and BAC and
their respective subsidiaries and (ii) use their reasonable best efforts to have
their officers, directors, employees, accountants and counsel supply all
relevant information reasonably requested by such representative, Special
Counsel or any such underwriter (an "INSPECTOR") in connection with such Shelf
Registration Statement.

         (r) In the case of a Shelf Registration Statement, the Company and BAC
shall, if requested by Holders of a majority in aggregate principal amount of
the Securities, Exchange Securities or Private Exchange Securities being sold,
their Special Counsel or the managing underwriters (if any) in connection with
such Shelf Registration Statement, use their reasonable best efforts to cause
(i) the Company's and BAC's counsel to deliver an opinion relating to the Shelf
Registration Statement and the Securities, Exchange Securities or Private
Exchange Securities, as applicable, in customary form, (ii) the Company's and
BAC's officers to execute and deliver all customary documents and certificates
requested by Holders of a majority in aggregate principal amount of the
Securities, Exchange Securities or Private Exchange Securities being sold, their
Special Counsel or the managing underwriters (if any) and (iii) the Company's
independent public accountants to provide a comfort letter or letters in
customary form, subject to receipt of appropriate documentation as contemplated,
and only if permitted, by Statement of Auditing Standards No. 72.

         (s) The Company shall give notice to the National Banking and
Securities Commission of Mexico of the exchange of the Securities for Exchange
Securities or Private Exchange Securities.

           5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its and BAC's obligations under
Sections 1, 2, 3 and 4 and the Company and Grupo Iusacell, S.A. de C.V. ("OLD
IUSACELL") shall reimburse the Initial Purchasers for the reasonable, customary
and

                                       13
<PAGE>   14
documented fees and disbursements of one firm of attorneys in each of the United
States and Mexico (in addition to any local counsel) acting for the Initial
Purchasers in connection therewith (the "SPECIAL COUNSEL").

           6. Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Company and Old Iusacell shall, jointly and severally, indemnify
and hold harmless each Holder (including, without limitation, any such Initial
Purchaser or Exchanging Dealer), its affiliates, their respective officers,
directors, employees, representatives and agents, and each person, if any, who
controls such Holder within the meaning of the Securities Act or the Exchange
Act (collectively referred to for purposes of this Section 6, Section 7 and
Section 11 as a Holder) from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof (including, without
limitation, any loss, claim, damage, liability or action relating to purchases
and sales of Securities, Exchange Securities or Private Exchange Securities), to
which that Holder may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and shall reimburse each Holder promptly upon demand for
any reasonable, documented legal or other expenses incurred by that Holder in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company and Old Iusacell shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with any Holders' Information; provided, further, however, that, with respect to
any such untrue statement in or omission from any related preliminary
prospectus, the indemnity agreement contained in this Section 6(a) shall not
inure to the benefit of any Holder from whom the person asserting any such loss,
claim, damage, liability or action received Securities, Exchange Securities or
Private Exchange Securities to the extent that such loss, claim, damage,
liability or action of or with respect to such Holder results from the fact that
both (A) a copy of the final prospectus was not sent or given to such person at
or prior to the written confirmation of the sale of such Securities, Exchange


                                       14
<PAGE>   15
Securities or Private Exchange Securities to such person and (B) the untrue
statement in or omission from the related preliminary prospectus was corrected
in the final prospectus unless, in either case, such failure to deliver the
final prospectus was a result of non-compliance by the Company or BAC with
Section 4(d), 4(e), 4(f) or 4(g).

          (b) In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Company, its affiliates (including Old
Iusacell), BAC, its affiliates, their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 6(b) and Section 7 as the Company),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Company may become subject, whether
commenced or threatened, under the Securities Act, the Exchange Act, any other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with any
Holders' Information furnished to the Company by or on behalf of such Holder,
and shall reimburse the Company promptly upon demand for any reasonable,
documented legal or other expenses incurred by the Company in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no such Holder
shall be liable for any indemnity claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Securities, Exchange
Securities or Private Exchange Securities pursuant to such Shelf Registration
Statement.

          (c) Promptly after receipt by an indemnified party under this Section
6 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the Indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such

                                       15
<PAGE>   16
failure; provided, further, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 6. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably

                                       16
<PAGE>   17
withheld), effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

           7. Contribution. If the indemnification provided for in Section 6 is
unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Company, BAC and Old Iusacell from the offering and
sale of the Securities, on the one hand, and a Holder with respect to the sale
by such Holder of Securities, Exchange Securities or Private Exchange
Securities, on the other, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, BAC and Old Iusacell, on the one hand, and
such Holder, on the other, with respect to the actions, statements or omissions
that resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Company, BAC and Old Iusacell, on the one hand, and a
Holder, on the other, with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Securities (before deducting expenses) received by or on behalf of the
Company, BAC and Old Iusacell (treating the Company, BAC and Old Iusacell as one
entity for this purpose) as set forth in the table on the cover of the Offering
Memorandum, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Securities, Exchange Securities or Private Exchange
Securities, on the other. The relative fault shall be determined by reference
to, among other things, whether any action in question, including the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact, has been taken or made by the Company, BAC or Old
Iusacell or relates to information supplied by the Company, BAC or Old Iusacell,
on the one hand, or relates to Holders' Information supplied by such Holder, on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 7 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or

                                       17
<PAGE>   18
liability, or action in respect thereof, referred to above in this Section 7
shall be deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that is
a Holder of Securities, Exchange Securities or Private Exchange Securities shall
not be required to contribute any amount in excess of the amount by which the
total price at which the Securities, Exchange Securities or Private Exchange
Securities sold by such indemnifying party to any purchaser exceeds the amount
of any damages which such indemnifying party has otherwise paid or become liable
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

           8. Rules 144 and 144A. Each of the Company and BAC shall use its
reasonable best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Company or BAC is not required to file such reports, it will, upon the written
request of any Holder of Transfer Restricted Securities, make publicly available
other information so long as necessary to permit sales of such Holder's
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon
the written request of any Holder of Transfer Restricted Securities, the Company
or BAC shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 8 shall be deemed to require the Company or BAC to register any of their
securities pursuant to the Exchange Act.

           9. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the prior written consent of the Company
and BAC (which shall not be unreasonably withheld or delayed), and such Holders
shall be responsible for all underwriting commissions and discounts in
connection therewith.


                                       18
<PAGE>   19
         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

          10. Waiver of Immunities. To the extent that the Company or Old
Iusacell or any of their respective 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 Agreement
and the transactions contemplated hereby, each of the Company and Old Iusacell
hereby irrevocably and unconditionally waives, and agrees not to plead or claim,
any such immunity and consent to such relief and enforcement.

          11. Consent to Jurisdiction; Appointment of Agent for Service of
Process. (a) The Company, BAC and Old Iusacell, by the execution and delivery of
this Agreement, irrevocably agree 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, BAC or Old Iusacell instituted by any Holder
entitled to indemnification or contribution under Sections 6 or 7 hereunder,
based on or arising under this Agreement 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, BAC, Old Iusacell and the Initial Purchasers
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, BAC and Old Iusacell further, by the
execution and delivery of this Agreement, irrevocably designates, appoints and
empowers CT Corporation, with offices at 111 Eighth Avenue, New York, New

                                       19
<PAGE>   20
York 10011, 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 be served in any action, suit or proceeding brought against
the Company, BAC or Old Iusacell, as the case may be, with respect to its
obligations, liabilities or any other matter arising out of or in connection
with this Agreement 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, BAC or Old Iusacell, as the case may be. Each of the Company, BAC and
Old Iusacell represents to each Initial Purchaser 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 Agreement. Each of the Company, BAC and Old Iusacell
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, BAC or Old Iusacell, as the case may be,
pursuant to Section 12(b) of this Agreement, shall be deemed in every respect
effective service of process upon the Company, BAC or Old Iusacell 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, BAC
and Old Iusacell 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 11
reasonably satisfactory to the Initial Purchasers. Each of the Company, BAC and
Old Iusacell 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, BAC or Old Iusacell, as the case may be,
by serving a copy thereof upon the relevant agent for service of process
referred to in this Section 11 (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, BAC or Old Iusacell at its
address specified in or designated pursuant to this Agreement. Each of the
Company, BAC and Old Iusacell 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 any Holder to serve any such legal process, summons,
notices and documents in any other manner permitted by applicable law. Each of
the Company, BAC and Old Iusacell 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


                                       20
<PAGE>   21
actions, suits or proceedings arising out of or in connection with this
Agreement 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.

          (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 applicable Holder 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, BAC and Old Iusacell in respect of any sum due from the Company, BAC or
Old Iusacell to the applicable Holder shall, notwithstanding any judgment in a
currency other than United States dollars, not be discharged until the first
business day, following receipt by such Holder of any sum adjudged to be so due
in the other currency, on which (and only to the extent that) such Holder 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 such Holder hereunder, each of the Company and Old
Iusacell jointly and severally (or BAC, as the case may be) agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Holder against the loss. If the United States dollars so purchased are greater
than the sum originally due to such Holder hereunder, such Holder shall pay to
the Company, BAC or Old Iusacell an amount equal to the excess of the dollars so
purchased over the sum originally due to such Holder hereunder.

          (d) The provisions of this Section 11 shall survive any termination of
this Agreement, in whole or in part.

          12. Miscellaneous. (a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Company
shall have obtained the written consent of Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of

                                       21
<PAGE>   22
other Holders may be given by Holders of a majority in aggregate principal
amount of the Securities, the Exchange Securities and the Private Exchange
Securities being sold by such Holders pursuant to such Registration Statement.

          (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

                  (1) if to a Holder, at the most current address given by such
         Holder to the Company and BAC in accordance with the provisions of this
         Section 12(b), which address initially is, with respect to each Holder,
         the address of such Holder maintained by the Registrar under the
         Indenture, with a copy in like manner to CSI and Salomon;

                  (2) if to an Initial Purchaser, initially at its address set
         forth in the Purchase Agreement;

                  (3) if to the Company or to Old Iusacell, initially at the
         address of the Company set forth in the Purchase Agreement;

                  (4) if to BAC, initially at its address set forth in the
         Purchase Agreement.


         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          (c) Successors and Assigns. This Agreement shall be binding upon the
Company, BAC, Old Iusacell, the Initial Purchasers and their respective
successors and assigns.

          (d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          (e) Definition of Terms. For purposes of this Agreement, (a) the term
"business day" means any day on which the New York Stock Exchange, Inc. is

                                       22
<PAGE>   23
open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

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

          (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAW.

          (h) Remedies. In the event of a breach by the Company, by BAC, by Old
Iusacell or by any Holder, of any of their obligations under this Agreement,
each Holder or the Company, BAC or Old Iusacell, as the case may be, in addition
to being entitled to exercise all rights granted by law, including recovery of
damages (other than the recovery of damages for a breach by the Company or BAC
of its obligations under Section 1 or 2 hereof for which liquidated damages have
been paid pursuant to Section 3 hereof), will be entitled to specific
performance of its rights under this Agreement. Each of the Company, BAC, Old
Iusacell and each Holder agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agree that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

          (i) No Inconsistent Agreements. Each of the Company, BAC and Old
Iusacell, severally but not jointly, represents, warrants and agrees that (i) it
has not entered into and shall not, on or after the date of this Agreement,
enter into any agreement that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof,
(ii) it has not previously entered into any agreement which remains in effect
granting any registration rights with respect to any of the Company's debt
securities to any person and (iii) without limiting the generality of the
foregoing, without the written consent of the Holders of a majority in aggregate
principal amount of the then outstanding Transfer Restricted Securities, it
shall not grant to any person the right to request the Company to register any
debt securities of the Company under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this
Agreement.

          (j) No Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Holders of Transfer Restricted Securities in
such capacity) shall have the right to include any securities of the Company in
any

                                       23
<PAGE>   24
Shelf Registration or Registered Exchange Offer other than Transfer Restricted
Securities.

          (k) Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.


                                       24
<PAGE>   25
         Please confirm that the foregoing correctly sets forth the agreement
among the Company, BAC, Old Iusacell and the Initial Purchasers.

                                       -----------------------------------------
                                       Very truly yours

                                       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

                                       -----------------------------------------
                                       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:


Accepted:

CHASE SECURITIES INC.

By:


                                       25
<PAGE>   26
-----------------------------------------
        Authorized Signatory


SALOMON SMITH BARNEY INC.


By:
    -----------------------------------------
             Authorized Signatory

For themselves and the other Initial Purchasers
listed in the first paragraph of the foregoing
Agreement.


                                       26
<PAGE>   27
                                                                         ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company and BAC
have agreed that, for a period of 180 days after the Expiration Date (as defined
herein), they will make this Prospectus available to any broker-dealer for use
in connection with any such resale. See "Plan of Distribution".



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                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution".


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<PAGE>   29
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Company and
BAC have agreed that, for a period of 180 days after the Expiration Date, they
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
_____________, ____, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.

         Neither the Company nor BAC will receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

         For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company and Old Iusacell have agreed to pay
all expenses incident to the Registered Exchange Offer (including the expenses
of one counsel for the Holders of the Securities) other than commissions or
concessions of any broker-dealers and will indemnify the Holders of the

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<PAGE>   30
Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.


                                       30
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                                                                         ANNEX D


CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
Address:


         If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



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