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                                                                    EXHIBIT 4(s)

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                     MAXCOM TELECOMUNICACIONES, S.A. DE C.V.









                              Warrants to Purchase
       876,492 Shares of Series N Capital Stock with Limited Voting Rights






                                WARRANT AGREEMENT





                           Dated as of March 17, 2000




                              THE BANK OF NEW YORK




                                  Warrant Agent

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                                WARRANT AGREEMENT

          WARRANT AGREEMENT (the "WARRANT AGREEMENT"), dated as of March 17,
2000, between Maxcom Telecomunicaciones, S.A. de C.V., sociedad anonima de
capital variable organized under the laws of Mexico (the "COMPANY"), and The
Bank of New York, a New York banking corporation, as warrant agent (the "WARRANT
AGENT").

          WHEREAS, the Company proposes to issue warrants (the "WARRANTS"; such
term includes any warrants being issued separately to the Initial Purchasers
that are not part of the Units (the "INITIAL PURCHASER WARRANTS") and issued
pursuant to the terms of the Commitment and Engagement Letter, dated as of
February 22, 2000 between the Company and Warburg Dillon Read LLC) to initially
purchase up to an aggregate of 876,492 shares of Series N Capital Stock with
limited voting rights, no par value per share (the "CAPITAL STOCK"; such term
includes any Certificados de Participacion Ordinarios or "CPOs" that are issued
pursuant to the Restructuring (as defined in this Agreement) of the Company (the
Capital Stock issuable on exercise of the Warrants being referred to herein as
the "WARRANT SHARES"), in connection with the offering (the "OFFERING") by the
Company of 300,000 Units (the "Units"), each consisting of $1,000 principal
amount of the Company's 13 3/4% Senior Notes due 2007 (the "NOTES") and one
Warrant, each Warrant initially representing the right to purchase 2.54979
Warrant Shares.

          WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act in connection with the
issuance of Warrant Certificates (as defined) and other matters as provided
herein.

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

SECTION 1. CERTAIN DEFINITIONS.

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

          "144A GLOBAL WARRANT" means a global Warrant substantially in the form
of Exhibit A hereto bearing the Global Warrant Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee.

          "AFFILIATE" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, "control" (including,
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as used with respect to any Person shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such specified Person, whether
through the ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

          "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Warrant, the rules and
procedures of the Depositary, Euroclear and Clearstream Banking Luxembourg that
apply to such transfer or exchange.

          "BUSINESS DAY" means any day other than a Legal Holiday.

          "CLEARSTREAM BANKING LUXEMBOURG" means Clearstream Banking societe
anonyme Luxembourg, a limited liability company organized under Luxembourg law.

          "CLOSING DATE" means the date hereof.

          "COMMISSION" means the Securities and Exchange Commission.





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          "CURRENT MARKET VALUE" per share of Capital Stock or of any other
security (herein collectively referred to as a "Security") at any date shall be:

          (1) if the Security is not registered under the Exchange Act; (i) the
     value of the Security determined in good faith by the board of directors of
     the Company and certified in a board resolution, based on the most recently
     completed arm's length transaction between the Company and a person other
     than an Affiliate of the Company and the closing of which occurs on such
     date or shall have occurred within six months preceding such date or (ii)
     if no such transaction shall have occurred on such date or within such
     six-month period, the value of the Security determined as of a date within
     30 days preceding such date by an independent internationally recognized
     investment banking firm, or

          (2) if the Security is registered under the Exchange Act, the average
     of the daily closing bid prices of such Security for 30 consecutive
     Business Days selected by the Company from the period of 45 Business Days
     preceding such date, but only if such Security shall have been listed on a
     national securities exchange of the Nasdaq National Market or traded
     through an automated quotation system during such entire 45-Business Day
     period.

          "DEPOSITARY" means, with respect to the Warrants issuable or issued in
whole or in part in global form, the Person specified in Section 3.3 hereof as
the Depositary with respect to the Warrants, and any and all successors thereto
appointed as Depositary hereunder and having become such pursuant to the
applicable provision of the Indenture.

          "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

          "GLOBAL WARRANTS" means, individually and collectively, each of the
Restricted Global Warrants and the Unrestricted Global Warrants, substantially,
in the form of Exhibit A hereto issued in accordance with Section 3.1(b) and 3.5
hereof.

          "GLOBAL WARRANT LEGEND" means the legend set forth in Section
3.5(f)(ii), which is required to be placed on all Global Warrants issued under
this Warrant Agreement.

          "HOLDER" means a person who is listed as the record owner of
Registrable Securities.

          "IAI GLOBAL WARRANT" means the global Warrant substantially in the
form of Exhibit A hereto bearing the Global Warrant Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee.

          "INDENTURE" means the indenture, dated the date hereof, between the
Company, Corporativo en Telecomunicaciones, S.A. de C.V. and The Bank of New
York, as Trustee relating to the Notes.

          "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest
in a Global Warrant through a Participant.

          "INITIAL PURCHASERS" means Warburg Dillon Read LLC and Donaldson,
Lufkin & Jenrette Securities Corporation.

          "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, which is not also a QIB.

          "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a




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payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.

          "NON-U.S. PERSON" means a Person who is not a U.S. Person.

          "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.

          "OPINION OF COUNSEL" means an opinion from legal counsel, which
counsel may be an employee of or counsel to the Company, or any subsidiary of
the Company.

          "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream Banking Luxembourg, a Person who has an account with the Depositary,
Euroclear or Clearstream Banking Luxembourg, respectively (and, with respect to
The Depository Trust Company, shall include Euroclear and Clearstream Banking
Luxembourg).

          "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof, including any
subdivision or ongoing business of any such entity or substantially all of the
assets of any such entity, subdivision or business.

          "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
3.5(f)(i) to be placed on all Warrants issued under this Warrant Agreement
except where otherwise permitted by the provisions of this Warrant Agreement.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "REGISTRABLE SECURITIES" means any of (a) the Warrant Shares (whether
or not the related Warrants have been exercised) and (b) any other securities
issued or issuable (including without limitation, CPOs) with respect to the
Warrants or Warrant Shares by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise.

          "REGULATION S" means Regulation S promulgated under the Securities
Act.

          "Regulation S Global Warrant" means a global Warrant in the form of
Exhibit A hereto bearing the Global Warrant Legend, the Private Placement Legend
and the Regulation S Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee.

          "REGULATION S LEGEND" means the legend set forth in Section 3.5(f)(iv)
to be placed on all Registrable Securities issued pursuant to Regulation S.

          "RESPONSIBLE OFFICER" shall mean, when used with respect to the
Warrant Agent, any officer within the corporate trust department of the Warrant
Agent, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Warrant Agent 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 Warrant Agreement.

          "RESTRICTED DEFINITIVE WARRANT" means a Definitive Warrant bearing the
Private Placement Legend.

          "RESTRICTED GLOBAL WARRANT" means a Global Warrant bearing the Private
Placement Legend.

          "RULE 144" means Rule 144 promulgated under the Securities Act.




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          "RULE 144A" means Rule 144A promulgated under the Securities Act.

          "RULE 903" means Rule 903 promulgated under the Securities Act.

          "RULE 904" means Rule 904 promulgated under the Securities Act.

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

          "SEPARATION DATE" means the earliest of (i) 180 days after the Closing
Date, (ii) the date on which a registration statement with respect to a
registered exchange offer for the Notes is declared effective under the
Securities Act, (iii) the date a shelf registration statement with respect to
the Notes is declared effective under the Securities Act and (iv) such date as
Warburg Dillon Read LLC in its sole discretion shall determine.

          "TRANSFER RESTRICTED SECURITIES" shall mean (a) each Warrant and
Warrant Share held by an Affiliate of the Company and (b) each other Warrant and
Warrant Share until the earlier to occur of (i) the date on which such Warrant
or Warrant Share (other than any Warrant Share issued upon exercise of a Warrant
in accordance with a Registration Statement (as defined in the Warrant
Registration Rights Agreement)) has been disposed of in accordance with a
Registration Statement and (ii) the date on which such Warrant or Warrant Share
(or the related Warrant) is distributed to the public pursuant to Rule 144(k)
(or any other similar provision, but not Rule 144A) under the Act.

          "TRUSTEE" means the trustee under the Indenture.

          "UNRESTRICTED GLOBAL WARRANT" means a global Warrant substantially in
the form of Exhibit A attached hereto that bears the Global Warrant Legend and
that has the "Schedule of Exchanges of Interests in the Global Warrant" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Warrants that do not bear the
Private Placement Legend.

          "UNRESTRICTED DEFINITIVE WARRANT" means one or more Definitive
Warrants that do not bear and are not required to bear the Private Placement
Legend.

          "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

          "WARRANT REGISTRATION RIGHTS AGREEMENT" means the registration rights
agreement, dated as of March 17, 2000, between the Company and the Initial
Purchasers relating to the Warrants and the Warrant Shares.

SECTION 2. APPOINTMENT OF WARRANT AGENT.

          The Company hereby appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions set forth hereinafter in this
Agreement and the Warrant Agent hereby accepts such appointment.

SECTION 3. ISSUANCE OF WARRANTS; WARRANT CERTIFICATES.

     3.1  FORM AND DATING.

          (a)       General.

          The Warrants shall be substantially in the form of Exhibit A hereto
(the "Warrant CERTIFICATES"). The Warrants may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Warrant shall
be dated the date of the countersignature.

          The terms and provisions contained in the Warrants shall constitute,
and are hereby expressly made, a part of this Warrant Agreement. The Company and
the Warrant Agent, by their execution and delivery of this Warrant Agreement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the




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extent any provision of any Warrant conflicts with the express provisions of
this Warrant Agreement, the provisions of this Warrant Agreement shall govern
and be controlling.

          (b)       Global Warrants.

          Warrants issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Warrant Legend thereon and the
"Schedule of Exchanges of Interests in the Global Warrant" attached thereto).
Warrants issued in definitive form shall be substantially in the form of Exhibit
A attached hereto (but without the Global Warrant Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Warrant" attached thereto).
Each Global Warrant shall represent such of the outstanding Warrants as shall be
specified therein and each shall provide that it shall represent the number of
outstanding Warrants from time to time endorsed thereon and that the number of
outstanding Warrants represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Warrant to reflect the amount of any increase or decrease in the
number of outstanding Warrants represented thereby shall be made by the Warrant
Agent in accordance with instructions given by the Holder thereof as required by
Section 3.5 hereof.

          (c)       Euroclear and Cedelbank Procedures Applicable.

          The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream Banking Luxembourg" and "Customer Handbook" of
Clearstream Banking Luxembourg shall be applicable to transfers of beneficial
interests in the Regulation S Global Warrant that are held by Participants
through Euroclear or Clearstream Banking Luxembourg.

    3.2   EXECUTION.

          An Officer shall sign the Warrants for the Company by manual or
facsimile signature.

          If the Officer whose signature is on a Warrant no longer holds that
office at the time a Warrant is countersigned, the Warrant shall nevertheless be
valid.

          A Warrant shall not be valid until countersigned by the manual
signature of the Warrant Agent. The signature shall be conclusive evidence that
the Warrant has been properly issued under this Warrant Agreement.

          The Warrant Agent shall, upon a written order of the Company signed by
an Officer (a "WARRANT COUNTERSIGNATURE ORDER"), countersign Warrants for
original issue up to the number stated in the preamble hereto.

          The Warrant Agent may appoint an agent acceptable to the Company to
countersign Warrants. Such an agent may countersign Warrants whenever the
Warrant Agent may do so. Each reference in this Warrant Agreement to a
countersignature by the Warrant Agent includes a countersignature by such agent.
Such an agent has the same rights as the Warrant Agent to deal with the Company
or an Affiliate of the Company.

    3.3   WARRANT REGISTRAR.

          The Company shall maintain an office or agency where Warrants may be
presented for registration of transfer or for exchange ("WARRANT REGISTRAR").
The Warrant Registrar shall keep a register of the Warrants and of their
transfer and exchange. The Company may appoint one or more co-Warrant
Registrars. The term "Warrant Registrar" includes any co-Warrant Registrar. The
Company may change any Warrant Registrar without notice to any holder. The
Company shall notify the Warrant Agent in writing of the name and address of any
agent not a party to this Warrant Agreement. If the Company fails to appoint or
maintain another entity as Warrant Registrar, the Warrant Agent shall act as
such. The Company or any of its subsidiaries may act as Warrant Registrar.

          The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Warrants.




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          The Company initially appoints the Warrant Agent to act as the Warrant
Registrar with respect to the Global Warrants.

    3.4   HOLDER LISTS.

          The Warrant Agent shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders. If the Warrant Agent is not the Warrant Registrar, the Company
shall promptly furnish to the Warrant Agent at such times as the Warrant Agent
may request in writing, a list in such form and as of such date as the Warrant
Agent may reasonably require of the names and addresses of the Holders.

    3.5   TRANSFER AND EXCHANGE.

          (a)  Transfer and Exchange of Global Warrants.

          A Global Warrant may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Warrants will be exchanged by the Company for Definitive
Warrants if (i) the Company delivers to the Warrant Agent notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary or (ii) the Company in
its sole discretion determines that the Global Warrants (in whole but not in
part) should be exchanged for Definitive Warrants and delivers a written notice
to such effect to the Warrant Agent. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Warrants shall be issued in
such names as the Depositary shall instruct the Warrant Agent. Global Warrants
also may be exchanged or replaced, in whole or in part, as provided in Sections
3.6 and 3.7 hereof. A Global Warrant may not be exchanged for another Warrant
other than as provided in this Section 3.5(a), however, beneficial interests in
a Global Warrant may be transferred and exchanged as provided in Section 3.5(b)
or (c) hereof.

          (b)  Transfer and Exchange of Beneficial Interests in the Global
               Warrants.

          The transfer and exchange of beneficial interests in the Global
Warrants shall be effected through the Depositary, in accordance with the
provisions of this Warrant Agreement and the Applicable Procedures. Beneficial
interests in the Restricted Global Warrants shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Warrants also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

          (i) Transfer of Beneficial Interests in the Same Global Warrant.
     Beneficial interests in any Restricted Global Warrant may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Warrant in accordance with the transfer
     restrictions set forth in the Private Placement Legend. Beneficial
     interests in any Unrestricted Global Warrant may be transferred to Persons
     who take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Warrant. No written orders or instructions shall be
     required to be delivered to the Warrant Registrar to effect the transfers
     described in this Section 3.5(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Warrants. In connection with all transfers and exchanges of
     beneficial interests that are not subject to Section 3.5(b)(i) above, the
     transferor of such beneficial interest must deliver to the Warrant
     Registrar either (A) (1) a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to credit or cause to be credited a
     beneficial interest in another Global Warrant in an amount equal to the
     beneficial interest to be transferred or exchanged and (2) instructions
     given in accordance with the Applicable Procedures containing information
     regarding the Participant account to be credited with such increase or (B)
     (1) a written order from a Participant or an




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     Indirect Participant given to the Depositary in accordance with the
     Applicable Procedures directing the Depositary to cause to be issued a
     Definitive Warrant in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given by the Depositary to
     the Warrant Registrar containing information regarding the Person in whose
     name such Definitive Warrant shall be registered. Upon satisfaction of all
     of the requirements for transfer or exchange of beneficial interests in
     Global Warrants contained in this Agreement and the Warrants or otherwise
     applicable under the Securities Act, the Warrant Agent shall adjust the
     principal amount of the relevant Global Warrant(s) pursuant to Section
     3.5(g) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Warrant. A beneficial interest in any Restricted Global Warrant may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Warrant if the transfer
     complies with the requirements of Section 3.5(b)(ii) above and the Warrant
     Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Warrant, then the transferor
          must deliver a certificate in the form of Exhibit B hereto, including
          the certifications in item (1) thereof;

               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Global Warrant, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (2) thereof; and

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Warrant, then the transferor
          must deliver a certificate in the form of Exhibit B hereto, including
          the certifications and certificates and Opinion of Counsel required by
          item (3) thereof, if applicable.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Warrant for Beneficial Interests in the Unrestricted Global Warrant.
     A beneficial interest in any Restricted Global Warrant may be exchanged by
     any holder thereof for a beneficial interest in an Unrestricted Global
     Warrant or transferred to a Person who takes delivery thereof in the form
     of a beneficial interest in an Unrestricted Global Warrant if the exchange
     or transfer complies with the requirements of Section 3.5(b)(ii) above and:

               (A) such transfer is effected pursuant to the Registration
          Statement in accordance with the Warrant Registration Rights
          Agreement; or

               (B) the Warrant Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Warrant, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Warrant, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (B), if the
     Applicable Procedures so require, an Opinion of Counsel to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are no longer required in order to maintain compliance with the
     Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) above at
a time when an Unrestricted Global Warrant has not yet been issued, the Company
shall issue and, upon receipt of a Warrant Countersignature




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Order in accordance with Section 3.2 hereof, the Warrant Agent shall countersign
one or more Unrestricted Global Warrants in the number equal to the number of
beneficial interests transferred pursuant to subparagraph (B) above.

          (c) Transfer and Exchange of Beneficial Interests for Definitive
     Warrants.

          (i) Beneficial Interests in Restricted Global Warrants to Restricted
     Definitive Warrants. If any holder of a beneficial interest in a Restricted
     Global Warrant proposes to exchange such beneficial interest for a
     Restricted Definitive Warrant or to transfer such beneficial interest to a
     Person who takes delivery thereof in the form of a Restricted Definitive
     Warrant, then, upon receipt by the Warrant Registrar of the following
     documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Warrant proposes to exchange such beneficial interest for a
          Restricted Definitive Warrant, a certificate from such holder in the
          form of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3)(d) thereof,
          if applicable;

               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

the Warrant Agent shall cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Warrant Agent, the number of
Warrants represented by the Global Warrant to be reduced by the number of
Warrants to be represented by the Definitive Warrant pursuant to Section 3.5(g)
hereof, and the Company shall execute and the Warrant Agent shall countersign
and deliver to the Person designated in the instructions a Definitive Warrant in
the appropriate amount. Any Definitive Warrant issued in exchange for a
beneficial interest in a Restricted Global Warrant pursuant to this Section
3.5(c) shall be registered in such name or names as the holder of such
beneficial interest shall instruct the Warrant Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Warrant
Agent shall deliver such Definitive Warrants to the Persons in whose names such
Warrants are so registered. Any Definitive Warrant issued in exchange for a
beneficial interest in a Restricted Global Warrant pursuant to this Section
3.5(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.





                                      E-78
<PAGE>   10

          (ii) Beneficial Interests in Restricted Global Warrants to
     Unrestricted Definitive Warrants. A holder of a beneficial interest in a
     Restricted Global Warrant may exchange such beneficial interest for an
     Unrestricted Definitive Warrant or may transfer such beneficial interest to
     a Person who takes delivery thereof in the form of an Unrestricted
     Definitive Warrant only if:

               (A) such transfer is effected pursuant to the Registration
          Statement in accordance with the Warrant Registration Rights
          Agreement; or

               (B) the Warrant Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to exchange such beneficial
               interest for a Definitive Warrant that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Warrant that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (B), if the
          Applicable Procedures so require, an Opinion of Counsel to the effect
          that such exchange or transfer is in compliance with the Securities
          Act and that the restrictions on transfer contained herein and in the
          Private Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

          (iii) Beneficial Interests in Unrestricted Global Warrants to
     Unrestricted Definitive Warrants. If any holder of a beneficial interest in
     an Unrestricted Global Warrant proposes to exchange such beneficial
     interest for a Definitive Warrant or to transfer such beneficial interest
     to a Person who takes delivery thereof in the form of a Definitive Warrant,
     then, upon satisfaction of the conditions set forth in Section 3.5(b)(ii)
     hereof, the Warrant Agent shall cause the amount of the applicable Global
     Warrant to be reduced accordingly pursuant to Section 3.5(g) hereof, and
     the Company shall execute and the Warrant Agent shall countersign and
     deliver to the Person designated in the instructions a Definitive Warrant
     in the appropriate principal amount. Any Definitive Warrant issued in
     exchange for a beneficial interest pursuant to this Section 3.5(c)(iii)
     shall be registered in such name or names and in such authorized
     denomination or denominations as the holder of such beneficial interest
     shall instruct the Warrant Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Warrant Agent
     shall deliver such Definitive Warrants to the Persons in whose names such
     Warrants are so registered. Any Definitive Warrant issued in exchange for a
     beneficial interest pursuant to this Section 3.5(c)(iii) shall not bear the
     Private Placement Legend.

          (d) Transfer and Exchange of Definitive Warrants for Beneficial
     Interests.

          (i) Restricted Definitive Warrants to Beneficial Interests in
     Restricted Global Warrants. If any Holder of a Restricted Definitive
     Warrant proposes to exchange such Warrant for a beneficial interest in a
     Restricted Global Warrant or to transfer such Restricted Definitive
     Warrants to a Person who takes delivery thereof in the form of a beneficial
     interest in a Restricted Global Warrant, then, upon receipt by the Warrant
     Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Warrant proposes
          to exchange such Warrant for a beneficial interest in a Restricted
          Global Warrant, a certificate from such Holder in the form of Exhibit
          C hereto, including the certifications in item (2)(b) thereof;




                                      E-79
<PAGE>   11

               (B) if such Restricted Definitive Warrant is being transferred to
          a QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C) if such Restricted Definitive Warrant is being transferred to
          a Non-U.S. Person in an offshore transaction in accordance with Rule
          903 or Rule 904 under the Securities Act, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (2) thereof;

               (D) if such Restricted Definitive Warrant is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof;

               (E) if such Restricted Definitive Warrant is being transferred to
          an Institutional Accredited Investor in reliance on an exemption from
          the registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3)(d) thereof;

               (F) if such Restricted Definitive Warrant is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (G) if such Restricted Definitive Warrant is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

     the Warrant Agent shall cancel the Restricted Definitive Warrant, increase
     or cause to be increased the amount of, in the case of clause (A) above,
     the appropriate Restricted Global Warrant, in the case of clause (B) above,
     the 144A Global Warrant, in the case of clause (C) above, the Regulation S
     Global Warrant, and in all other cases, the IAI Global Warrant.

          (ii) Restricted Definitive Warrants to Beneficial Interests in
     Unrestricted Global Warrants. A Holder of a Restricted Definitive Warrant
     may exchange such Warrant for a beneficial interest in an Unrestricted
     Global Warrant or transfer such Restricted Definitive Warrant to a Person
     who takes delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Warrant only if:

               (A) such transfer is effected pursuant to the Registration
          Statement in accordance with the Registration Rights Agreement; or

               (B) the Warrant Registrar receives the following:

                    (1) if the Holder of such Definitive Warrants proposes to
               exchange such Warrants for a beneficial interest in the
               Unrestricted Global Warrant, a certificate from such Holder in
               the form of Exhibit C hereto, including the certifications in
               item (1)(c) thereof; or

                    (2) if the Holder of such Definitive Warrants proposes to
               transfer such Warrants to a Person who shall take delivery
               thereof in the form of a beneficial interest in the Unrestricted
               Global Warrant, a certificate from such Holder in the form of
               Exhibit B hereto, including the certifications in item (4)
               thereof;

          and, in each such case set forth in this subparagraph (d), if the
          Applicable Procedures so require, an Opinion of Counsel to the effect
          that such exchange or transfer is in compliance with the



                                      E-80
<PAGE>   12

          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 3.5(d)(ii), the Warrant Agent shall cancel the Definitive Warrants
     and increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Warrant.

          (iii) Unrestricted Definitive Warrants to Beneficial Interests in
     Unrestricted Global Warrants. A Holder of an Unrestricted Definitive
     Warrant may exchange such Warrant for a beneficial interest in an
     Unrestricted Global Warrant or transfer such Definitive Warrants to a
     Person who takes delivery thereof in the form of a beneficial interest in
     an Unrestricted Global Warrant at any time. Upon receipt of a request for
     such an exchange or transfer, the Warrant Agent shall cancel the applicable
     Unrestricted Definitive Warrant and increase or cause to be increased the
     amount of one of the Unrestricted Global Warrants.

     If any such exchange or transfer from a Definitive Warrant to a beneficial
     interest is effected pursuant to subparagraphs (ii)(B) or (iii) above at a
     time when an Unrestricted Global Warrant has not yet been issued, the
     Company shall issue and, upon receipt of an Warrant Countersignature Order
     in accordance with Section 3.2 hereof, the Warrant Agent shall countersign
     one or more Unrestricted Global Warrants in the number equal to the number
     of beneficial interests of Definitive Warrants so transferred.

          (e) Transfer and Exchange of Definitive Warrants for Definitive
     Warrants.

          Upon request by a Holder of Definitive Warrants and such Holder's
compliance with the provisions of this Section 3.5(e), the Warrant Registrar
shall register the transfer or exchange of Definitive Warrants. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Warrant Registrar the Definitive Warrants duly endorsed or
accompanied by a written instruction of transfer duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
3.5(e).

          (i) Restricted Definitive Warrants to Restricted Definitive Warrants.
     Any Restricted Definitive Warrant may be transferred to and registered in
     the name of Persons who take delivery thereof in the form of a Restricted
     Definitive Warrant if the Warrant Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof; or

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) Restricted Definitive Warrants to Unrestricted Definitive
     Warrants. Any Restricted Definitive Warrant may be exchanged by the Holder
     thereof for an Unrestricted Definitive Warrant or transferred to a Person
     or Persons who take delivery thereof in the form of an Unrestricted
     Definitive Warrant if the Warrant Registrar receives the following:

               (A) if the Holder of such Restricted Definitive Warrants proposes
          to exchange such Warrants for an Unrestricted Definitive Warrant, a
          certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (1)(d) thereof; or



                                      E-81
<PAGE>   13


               (B) if the Holder of such Restricted Definitive Warrants proposes
          to transfer such Warrants to a Person who shall take delivery thereof
          in the form of an Unrestricted Definitive Warrant, a certificate from
          such Holder in the form of Exhibit B hereto, including the
          certifications in item (4) thereof;

          and, in each such case set forth in these subparagraphs (A) and (B),
          an Opinion of Counsel in form reasonably acceptable to the Company to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iii) Unrestricted Definitive Warrants to Unrestricted Definitive
     Warrants. A Holder of Unrestricted Definitive Warrants may transfer such
     Warrants to a Person who takes delivery thereof in the form of an
     Unrestricted Definitive Warrant. Upon receipt of a request to register such
     a transfer, the Warrant Registrar shall register the Unrestricted
     Definitive Warrants pursuant to the instructions from the Holder thereof.

          (f) Legends.

          The following legends shall appear on the face of all Global Warrants
and Definitive Warrants issued under this Warrant Agreement unless specifically
stated otherwise in the applicable provisions of this Warrant Agreement.

          (i) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global
          Warrant and each Definitive Warrant (and all Warrants issued in
          exchange therefor or substitution thereof) shall bear the legend in
          substantially the following form:

               "THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT SHARES TO BE
ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET
FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER:

          (1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS
ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
(AS DEFINED IN RULE 501(A)(1),(2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT (AN "IAI"),

          (2)  AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO
SUCH TRANSFER, FURNISHES THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE
FORM OF WHICH CAN BE OBTAINED FROM THE WARRANT AGENT) AND, IF SUCH TRANSFER IS
IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITY LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION





                                      E-82
<PAGE>   14

REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION,

          (3) AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT AND

          (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.

          AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT. THE WARRANT AGREEMENT CONTAINS A PROVISION REQUIRING THE WARRANT AGENT TO
REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING."

               (B) Notwithstanding the foregoing, any Global Warrant or
          Definitive Warrant issued pursuant to subparagraphs (b)(iv), (c)(ii),
          (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) to this Section 3.5
          (and all Warrants issued in exchange therefor or substitution thereof)
          shall not bear the Private Placement Legend.

          (ii) Global Warrant Legend. Each Global Warrant shall bear a legend in
     substantially the following form:

               "THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
     WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE
     BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
     PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE
     SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.5 OF THE
     WARRANT AGREEMENT, (II) THIS GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT
     NOT IN PART PURSUANT TO SECTION 3.5(A) OF THE WARRANT AGREEMENT, (III) THIS
     GLOBAL WARRANT MAY BE DELIVERED TO THE WARRANT AGENT FOR CANCELLATION
     PURSUANT TO SECTION 3.8 OF THE WARRANT AGREEMENT AND (IV) THIS GLOBAL
     WARRANT MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
     CONSENT OF MAXCOM TELECOMUNICACIONES, S.A. DE C.V."

          (iii) Unit Legend. Each Warrant (other than the Initial Purchaser
     Warrants) issued prior to the Separation Date shall bear a legend in
     substantially the following form:

               "THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED
     AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF
     $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 13 3/4% SENIOR NOTES DUE 2007
     (THE "NOTES") OF MAXCOM TELECOMUNICACIONES, S.A. DE C.V. AND ONE WARRANT
     (THE "WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 2.54979
     SHARES, NO PAR VALUE PER SHARE, OF MAXCOM TELECOMUNICACIONES, S.A. DE C.V.
     SERIES N CAPITAL STOCK WITH LIMITED VOTING RIGHTS.

               PRIOR TO THE EARLIEST TO OCCUR OF (I) 180 DAYS AFTER THE CLOSING
     OF THE OFFERING OF THE UNITS, (II) THE DATE ON WHICH A REGISTRATION
     STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS
     DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (III) THE DATE A SHELF
     REGISTRATION STATEMENT WITH RESPECT TO THE NOTES IS DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT AND (IV) SUCH DATE AS WARBURG DILLON READ LLC IN
     ITS SOLE DISCRETION SHALL DETERMINE, THE WARRANTS EVIDENCED BY THIS
     CERTIFICATE MAY




                                      E-83
<PAGE>   15

     NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR
     EXCHANGED ONLY TOGETHER WITH, THE NOTES."

          (iv) Regulation S. Legend. Each Warrant (other than the Initial
     Purchaser Warrants) that is a Registrable Security and issued pursuant to
     Regulation S shall bear the following legend on the fact thereof:

               "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND THE WARRANT MAY NOT
     BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE
     U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN
     EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ORDER TO EXERCISE THIS
     WARRANT, THE HOLDER MUST FURNISH TO THE COMPANY AND THE WARRANT AGENT
     EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE
     WARRANT IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON OR (B) A WRITTEN
     OPINION OF COUNSEL TO THE EFFECT THAT THE SECURITIES DELIVERED UPON
     EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR
     THAT THE DELIVERY OF SUCH SECURITIES IS EXEMPT FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS
     GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

          (g) Cancellation and/or Adjustment of Global Warrants.

          At such time as all beneficial interests in a particular Global
Warrant have been exercised or exchanged for Definitive Warrants or a particular
Global Warrant has been exercised, redeemed, repurchased or canceled in whole
and not in part, each such Global Warrant shall be returned to or retained and
canceled by the Warrant Agent in accordance with Section 3.8 hereof. At any time
prior to such cancellation, if any beneficial interest in a Global Warrant is
exercised or exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Warrant or for
Definitive Warrants, the amount of Warrants represented by such Global Warrant
shall be reduced accordingly and an endorsement shall be made on such Global
Warrant by the Warrant Agent or by the Depositary at the direction of the
Warrant Agent to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Warrant, such other Global
Warrant shall be increased accordingly and an endorsement shall be made on such
Global Warrant by the Warrant Agent or by the Depositary at the direction of the
Warrant Agent to reflect such increase.

          (h) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Warrant Agent shall countersign Global Warrants and
     Definitive Warrants upon the Company's order or at the Warrant Registrar's
     request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Warrant or to a holder of a Definitive Warrant for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith.

          (iii) All Global Warrants and Definitive Warrants issued upon any
     registration of transfer or exchange of Global Warrants or Definitive
     Warrants shall be the duly authorized, executed and issued warrants for
     Capital Stock of the Company, not subject to any preemptive rights, and
     entitled to the same benefits under this Warrant Agreement, as the Global
     Warrants or Definitive Warrants surrendered upon such registration of
     transfer or exchange.

          (iv) Prior to due presentment for the registration of a transfer of
     any Warrant, the Warrant Agent, and the Company may deem and treat the
     Person in whose name any Warrant is registered as the




                                      E-84
<PAGE>   16

     absolute owner of such Warrant for all purposes and none of the Warrant
     Agent, or the Company shall be affected by notice to the contrary.

          (v) The Warrant Agent shall countersign Global Warrants and Definitive
     Warrants in accordance with the provisions of Section 3.2 hereof.

          (i) Facsimile Submissions to Warrant Agent.

          All certifications, certificates and Opinions of Counsel required to
be submitted to the Warrant Registrar pursuant to this Section 3.5 to effect a
registration of transfer or exchange may be submitted by facsimile.

          Notwithstanding anything herein to the contrary, as to any
certificates and/or certifications delivered to the Warrant Registrar pursuant
to this Section 3.5, the Warrant Registrar's duties shall be limited to
confirming that any such certifications and certificates delivered to it are in
the form of Exhibits B and C attached hereto. The Warrant Registrar shall not be
responsible for confirming the truth or accuracy of representations made in any
such certifications or certificates. As to any Opinions of Counsel delivered
pursuant to this Section 3.5, the Warrant Registrar may rely upon, and be fully
protected in relying upon, such opinions.

     3.6 REPLACEMENT WARRANTS.

          If any mutilated Warrant is surrendered to the Warrant Agent or the
Company and the Warrant Agent receives evidence to its satisfaction of the
destruction, loss or theft of any Warrant, the Company shall issue and the
Warrant Agent, upon receipt of a Warrant Countersignature Order, shall
countersign a replacement Warrant if the Warrant Agent's requirements are met.
If required by the Warrant Agent or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Warrant Agent
and the Company to protect the Company, the Warrant Agent, any Agent and any
agent for purposes of the countersignature from any loss that any of them may
suffer if a Warrant is replaced. The Company may charge for its expenses in
replacing a Warrant.

          Every replacement Warrant is an additional warrant of the Company and
shall be entitled to all of the benefits of this Warrant Agreement equally and
proportionately with all other Warrants duly issued hereunder.

     3.7 TEMPORARY WARRANTS.

          Until certificates representing Warrants are ready for delivery, the
Company may prepare and the Warrant Agent, upon receipt of a Warrant
Countersignature Order, shall issue temporary Warrants. Temporary Warrants shall
be substantially in the form of certificated Warrants but may have variations
that the Company considers appropriate for temporary Warrants and as shall be
reasonably acceptable to the Warrant Agent. Without unreasonable delay, the
Company shall prepare and the Warrant Agent shall countersign definitive
Warrants in exchange for temporary Warrants.

          Holders of temporary Warrants shall be entitled to all of the benefits
of this Warrant Agreement.

     3.8 CANCELLATION.

          Subject to Section 3.5(g) hereof, the Company at any time may deliver
Warrants to the Warrant Agent for cancellation. The Warrant Registrar and
Warrant Paying Agent shall forward to the Warrant Agent any Warrants surrendered
to them for registration of transfer, exchange or exercise. The Warrant Agent
and no one else shall cancel all Warrants surrendered for registration of
transfer, exchange, exercise, replacement or cancellation and shall dispose of
such canceled Warrants (subject to the record retention requirement of the
Exchange Act) in its customary manner. The Warrant Registrar and Warrant Paying
Agent shall provide the Company with a list of all Warrants that have been
cancelled. The Company may not issue new Warrants to replace Warrants that have
been exercised or that have been delivered to the Warrant Agent for
cancellation.





                                      E-85
<PAGE>   17

     3.9 CUSIP NUMBERS.

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

SECTION 4. SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS.

          (a) The Notes and Warrants (other than the Initial Purchaser Warrants)
will not be separately transferable until the Separation Date. Subject to the
terms of this Agreement, each Warrant holder shall have the right, which may be
exercised during the period commencing (i) at the Closing Date, in the case of
the Initial Purchaser Warrants or (ii) at the opening of business on the
Separation Date, in the case of all other Warrants and, in each such case, until
5:00 p.m., New York City time on April 1, 2007 (the "EXERCISE PERIOD"), to
receive from the Company the number of fully paid and nonassessable Warrant
Shares which the holder may at the time be entitled to receive on exercise of
such Warrants and payment of U.S. $.01 per share of Series N Capital Stock with
limited voting rights, or if the Restructuring has occurred U.S. $.02 per CPO
(the "EXERCISE PRICE") (i) in cash, by wire transfer or by certified or official
check payable to the order of the Company, (ii) by delivering to the Company a
written notice accompanying the surrender of a Warrant to, at the time of
exercise, apply to the payment of the Exercise Price such number of Warrant
Shares as shall be specified in such notice, in which case an amount equal to
the excess of the Current Market Value of such Warrant Shares on the date of
exercise over the Exercise Price required for such exercise shall be deemed to
have been paid to the Company and the number of Warrant Shares issuable upon
such exercise shall be reduced by such specified number (a "Cashless Exercise")
or (iii) any combination of (i) and (ii) above; provided that holders shall be
able to exercise their Warrants only if a registration statement relating to the
Warrant Shares is then in effect, or the exercise of such Warrants is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and such securities are qualified for sale or exempt
from qualification under the applicable securities laws of the states in which
the various holders of the Warrants or other persons to whom it is proposed that
the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant
not exercised prior to 5:00 p.m., New York City time, on April 1, 2007 (the
"Expiration Date") shall become void and all rights thereunder and all rights in
respect thereof under this agreement shall cease as of such time. No adjustments
as to dividends will be made upon exercise of the Warrants.

          (b) In order to exercise all or any of the Warrants represented by a
Warrant Certificate, the holder thereof must deliver to the Warrant Agent at its
corporate trust office set forth in Section 15 hereof the Warrant Certificate
and the form of election to purchase on the reverse thereof duly filled in and
signed, which signature shall be medallion guaranteed by an institution which is
a member of a Securities Transfer Association recognized signature guarantee
program, and upon payment to the Warrant Agent for the account of the Company of
the Exercise Price, which is set forth in the form of Warrant Certificate
attached hereto as Exhibit A, as adjusted as herein provided, for the number of
Warrant Shares in respect of which such Warrants are then exercised. Payment of
the aggregate Exercise Price shall be made (i) in cash, by wire transfer or by
certified or official bank check payable to the order of the Company, (ii) by
Cashless Exercise, in the manner provided in Section 4(a) hereof or (iii) by any
combination of (i) and (ii) above.

          (c) Subject to the provisions of Section 5 hereof, upon compliance
with clause (b) above, the Warrant Agent shall deliver or cause to be delivered
with all reasonable dispatch, to or upon the written order of the holder and in
such name or names as the Warrant holder may designate, a certificate or
certificates for the number of whole Warrant Shares issuable upon the exercise
of such Warrants or other securities or property to which such holder is
entitled hereunder, together with cash as provided in Section 9 hereof. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrants
and payment of the Exercise Price.




                                      E-86
<PAGE>   18

          (d) The Warrants shall be exercisable, at the election of the holders
thereof, either in full or from time to time in part. If less than all the
Warrants represented by a Warrant Certificate are exercised, such Warrant
Certificate shall be surrendered and a new Warrant Certificate of the same tenor
and for the number of Warrants which were not exercised shall be executed by the
Company and delivered to the Warrant Agent and the Warrant Agent shall
countersign the new Warrant Certificate, registered in such name or names as may
be directed in writing by the holder, and shall deliver the new Warrant
Certificate to the Person or Persons entitled to receive the same.

          (e) All Warrant Certificates surrendered upon exercise of Warrants
shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates
shall then be disposed of by the Warrant Agent in its customary manner. The
Warrant Agent shall account promptly to the Company with respect to Warrants
exercised and concurrently pay to the Company all monies received by the Warrant
Agent for the purchase of the Warrant Shares through the exercise of such
Warrants.

          (f) The Warrant Agent shall keep copies of this Agreement and any
notices given or received hereunder available for inspection by the holders
during normal business hours at its office. The Company shall supply the Warrant
Agent from time to time with such numbers of copies of this Agreement as the
Warrant Agent may request.

SECTION 5. PAYMENT OF TAXES.

          The Company will pay all documentary stamp taxes attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; provided that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issue of any Warrant Certificates or
any certificates for Warrant Shares in a name other than that of the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such Warrant Certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

SECTION 6. RESERVATION OF WARRANT SHARES.

          (a) The Company will at all times reserve and keep available, free
from preemptive rights, out of the aggregate of its authorized and issued but
not subscribed Capital Stock on or after the Consummation Date (as defined
herein), for purposes of this Section 6, Capital Stock shall include the Series
C Stock (as defined herein) held in its treasury or CPOs, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon exercise of
Warrants, the maximum number of shares of Capital Stock which may then be
deliverable upon the exercise of all outstanding Warrants. Failure by the
Company to maintain such Capital Stock or CPOs, even as a result of any action
taken by the shareholders of the Company pursuant to Mexican law, would
constitute breach of this Agreement.

          (b) The Company or, if appointed, the transfer agent for the Capital
Stock (the "TRANSFER AGENT") and every subsequent transfer agent for any shares
of Capital Stock to be delivered upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of issued but not subscribed shares as shall be required for
such purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of
Capital Stock to be delivered upon the exercise of the rights of purchase
represented by the Warrants. The Warrant Agent is hereby irrevocably authorized
to requisition from time to time from such Transfer Agent the stock certificates
required to honor outstanding Warrants upon exercise thereof in accordance with
the terms of this Agreement. The Company will supply such Transfer Agent with
duly executed certificates for such purposes and will provide or otherwise make
available any cash which may be payable as provided in Section 9 hereof. The
Company will furnish such Transfer Agent a copy of all notices of adjustments,
and certificates related thereto, transmitted to each holder pursuant to Section
11 hereof.

          (c) Before taking any action which would cause an adjustment pursuant
to Section 8 hereof to reduce the Exercise Price below the then par value (if
any) of the Warrant Shares, the Company will take any corporate action which
may, in the opinion of its counsel (which may be counsel employed by the
Company), be





                                      E-87
<PAGE>   19

necessary in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price as so adjusted.

          (d) The Company covenants that all Warrant Shares which may be issued
upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free
of preemptive rights and free from all taxes, liens, charges and security
interests with respect to the issuance thereof.

SECTION 7. OBTAINING STOCK EXCHANGE LISTINGS.

          The Company will from time to time take all action which may be
necessary so that the Warrant Shares, immediately upon their delivery upon the
exercise of Warrants, will be listed on the principal securities exchanges,
automated quotation systems or other markets within the United States of
America, if any, on which other shares of Capital Stock are then listed, if any.

SECTION 8. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE.

          The Exercise Price and the number of Warrant Shares to be delivered
upon the exercise of each Warrant are subject to adjustment from time to time
upon the occurrence of the events enumerated in this Section 8. For purposes of
this Section 8, "Capital Stock" means shares now or hereafter issued of any
class of common stock or capital stock of the Company and any other stock of the
Company, however designated, that has the right (subject to any prior rights of
any class or series of preferred stock) to participate in any distribution of
the assets or earnings of the Company without limit as to per share amount.

          (a) Adjustment for Change in Capital Stock.

          If the Company (i) pays a dividend or makes a distribution on its
Capital Stock in shares of its Capital Stock, (ii) subdivides its outstanding
shares of Capital Stock into a greater number of shares, (iii) combines its
outstanding shares of Capital Stock into a smaller number of shares, or (iv)
issues by reclassification of its Capital Stock any shares of its Capital Stock,
then the Exercise Price in effect immediately prior to such action shall be
proportionately adjusted so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of Capital Stock of the
Company which he would have owned immediately following such action if such
Warrant had been exercised immediately prior to such action.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.
If, after an adjustment, a holder of a Warrant upon exercise of it may receive
shares of two or more classes of capital stock of the Company, the Company shall
determine, in good faith, the allocation of the adjusted Exercise Price between
the classes of Capital Stock. After such allocation, the exercise privilege and
the Exercise Price of each class of Capital Stock shall thereafter be subject to
adjustment on terms comparable to those applicable to Capital Stock in this
Section 8. Such adjustment shall be made successively whenever any event listed
above shall occur.

          (b) Adjustment for Rights Issue.

          If the Company distributes any rights, options or warrants to all
holders of its Capital Stock entitling them for a period expiring within 45 days
after the record date mentioned below to purchase shares of Capital Stock at a
price per share less than 95% of the then current Fair Market Value (as defined
herein) per share on that record date, the Exercise Price shall be adjusted in
accordance with the formula:

                           O    +    N x P
                                    -------
         E'   =    E     x           M
                           ----------------
                                    O + N

where:




                                      E-88
<PAGE>   20

          E'= the adjusted Exercise Price.

          E = the current Exercise Price.

          O = the number of shares of Capital Stock outstanding on the record
              date.

          N = the number of additional shares of Capital Stock issued pursuant
              to such rights, options or warrants.

          P = the aggregate price per share of the additional shares.

          M = the Fair Market Value per share of Capital Stock on the
              record date.

                  The adjustment shall be made successively whenever any such
rights, options or warrants are issued and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
the rights, options or warrants. If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the Exercise Price shall be immediately readjusted to
what it would have been if "N" in the above formula had been the number of
shares actually issued.

          (c) Adjustment for Other Distributions.

          If the Company distributes to all holders of its Capital Stock any of
its assets (including cash) or debt securities or any rights or warrants to
purchase debt securities of the Company, the Exercise Price shall be adjusted in
accordance with the formula:

                                    M  -  F
                  E'   =    E  x   ---------
                                        M

where:

          E'= the adjusted Exercise Price.

          E = the current Exercise Price.

          M = the Fair Market Value per share of Capital Stock on the
              record date mentioned below.

          F = the Fair Market Value on the record date of the assets,
              securities, rights or warrants to be distributed in respect of one
              share of Capital Stock as determined in good faith by the Board of
              Directors of the Company (the "BOARD OF DIRECTORS")

          The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.

          This Section 8(c) does not apply to rights, options or warrants
referred to in Section 8(b) hereof.

          (d) Adjustment for Capital Stock Issue.

          If the Company issues shares of Capital Stock for a consideration per
share less than 95% of the Fair Market Value per share on the date the Company
fixes the offering price of such additional shares, the Exercise Price shall be
adjusted in accordance with the formula:



                                      E-89
<PAGE>   21

                                                   P
                                                  ----
                 E'   =    E     x      O    +    M
                                        --------------
                                             A

where:

          E' = the adjusted Exercise Price.

          E = the then current Exercise Price.

          O = the number of shares outstanding immediately prior to the
              issuance of such additional shares.

          P = the aggregate consideration received for the issuance of such
              additional shares.

          M = the Fair Market Value per share on the date of issuance of such
              additional shares.

          A = the number of shares outstanding immediately after the issuance of
              such additional shares.

          The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance.

          This subsection (d) does not apply to:

          (i) any of the transactions described in subsections (a), (b) and (c)
     of this Section 8,

          (ii) the exercise of Warrants, or the conversion or exchange of other
     securities convertible or exchangeable for Capital Stock the issuance of
     which caused an adjustment to be made under Section 8(e),

          (iii) the issuance of Capital Stock (including upon exercise of
     options) pursuant to (a) the terms of and to give effect to any present or
     future stock option plan established for employees of the Company and its
     subsidiaries and (b) other general corporate purposes, that in the
     aggregate do not exceed 3.0 million shares,

          (iv) Capital Stock issued to shareholders of any person which merges
     into the Company, or with a subsidiary of the Company, in proportion to
     their stock holdings of such person immediately prior to such merger, upon
     such merger, provided that if such person is an Affiliate of the Company,
     the Board of Directors shall have obtained a fairness opinion from an
     internationally recognized investment banking firm, which is not an
     Affiliate of the Company, stating that the consideration received in such
     merger is fair to the Company from a financial point of view, or

          (v) the issuance of shares of Capital Stock pursuant to an
     underwritten public offering.

          (e) Adjustment for Convertible Securities Issue.

          If the Company issues any securities convertible into or exchangeable
for Capital Stock (other than securities issued in transactions described in
subsections (b) and (c) of this Section 8) for a consideration per share of
Capital Stock initially deliverable upon conversion or exchange of such
securities less than 95% of the Fair Market Value per share on the date of
issuance of such securities, the Exercise Price shall be adjusted in accordance
with this formula:




                                      E-90
<PAGE>   22

                                                   P
                                                  -------
                                          O   +    M
                          E'   =    E  x -----------
                                          O   +    D

where:

          E' = the adjusted Exercise Price.

          E = the then current Exercise Price.

          O = the number of shares outstanding immediately prior to the issuance
              of such securities.

          P = the aggregate consideration received for the issuance of such
              securities.

          M = the Fair Market Value per share on the date of issuance of such
              securities.

          D = the maximum number of shares deliverable upon conversion or in
              exchange for such securities at the initial conversion or exchange
              rate.

          The adjustment shall be made successively whenever any such issuance
          is made, and shall become effective immediately after such issuance.

          If all of the Capital Stock deliverable upon conversion or exchange of
such securities has not been issued when such securities are no longer
outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Capital Stock issued upon conversion or exchange of such securities.

          (f) Consideration Received.

          For purposes of any computation respecting consideration received
pursuant to subsections (d), and (e) of this Section 8, the following shall
apply:

          (i) in the case of the issuance of shares of Capital Stock for cash,
     the consideration shall be the amount of such cash, provided that in no
     case shall any deduction be made for any commissions, discounts or other
     expenses incurred by the Company for any underwriting of the issue or
     otherwise in connection therewith;

          (ii) in the case of the issuance of shares of Capital Stock for a
     consideration in whole or in part other than cash, the consideration other
     than cash shall be deemed to be the Fair Market Value thereof as determined
     by an internationally recognized investment banking firm, whose
     determination shall be conclusive, memorialized in writing, and filed with
     the Warrant Agent;

          (iii) in the case of the issuance of securities convertible into or
     exchangeable for shares, the aggregate consideration received therefor
     shall be deemed to be the consideration received by the Company for the
     issuance of such securities plus the additional minimum consideration, if
     any, to be received by the Company upon the conversion or exchange thereof
     (the consideration in each case to be determined in the same manner as
     provided in clauses (i) and (ii) of this subsection); and

          (iv) in the case of the issuance of shares of Capital Stock pursuant
     to rights, options or warrants which rights, options or warrants were
     originally issued together with one or more other securities as part of a
     unit at a price per unit, the consideration shall be deemed to be the fair
     value of such rights, options or warrants at the time of issuance thereof
     as determined in good faith by an internationally





                                      E-91
<PAGE>   23

     recognized investment banking firm whose determination shall be conclusive,
     memorialized in writing and filed with the Warrant Agent plus the
     additional minimum consideration, if any, to be received by the Company
     upon the exercise, conversion or exchange thereof (as determined in the
     same manner as provided in clauses (i) and (ii) of this subsection).

          (g) Fair Market Value.

          "FAIR MARKET VALUE" per security at any date of determination shall be
the price that 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
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined by an independent internationally recognized investment banking firm.

          (h) When De Minimis Adjustment May Be Deferred.

          No adjustment in the Exercise Price need be made unless the adjustment
would require an increase or decrease of at least 1% in the Exercise Price,
provided, however, that any adjustments that are not made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 8 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be, it being understood that no such rounding shall
be made under subsection (l).

          (i) Reduction of the Exercise Price.

          The Company from time to time may reduce the Exercise Price by any
amount for any period of time if the period is at least 20 Business Days and if
the reduction is irrevocable during the period, but in no event may the Exercise
Price be less than the par value of a share of Capital Stock. Whenever the
Exercise Price is reduced, the Company shall mail to Holders a notice of the
reduction. The Company shall mail, first class, postage prepaid, the notice at
least 15 days before the date the reduced Exercise Price takes effect. The
notice shall state the reduced Exercise Price and the period it will be in
effect. A reduction of the Exercise Price pursuant to this Section 8(i) does not
change or adjust the Exercise Price otherwise in effect for purposes of Sections
8(a), 8(b), 8(c), 8(d) and 8(e) above.

          (j) Notice of Adjustment.

          Whenever the Exercise Price is adjusted, the Company shall provide the
notices required by Section 10 hereof.

          (k) Reorganization of Company.

          (i) Immediately after the date hereof, if the Company consolidates or
     merges with or into, or sells, transfers or leases all or substantially all
     its assets to, any person, upon consummation of such transaction the
     Warrants shall automatically become exercisable for the kind and amount of
     securities, cash or other assets which the holder of a Warrant would have
     owned immediately after the consolidation, merger, transfer or lease if the
     holder had exercised the Warrant immediately before the effective date of
     the transaction. Concurrently with the consummation of such transaction,
     the corporation formed by or surviving any such consolidation or merger if
     other than the Company, or the person to which such sale or conveyance
     shall have been made, shall assume the obligations of the Company
     hereunder.

          (ii) In addition to the adjustments enumerated in this Section 8,
     prior to the consummation of a transaction, or a series of related
     transactions, whereby a Strategic Equity Investor purchases more than 50%
     of the outstanding equity securities of the Company, the holders of the
     Warrants shall have the right to require the Company to repurchase all of
     these Warrants at the highest equivalent per share price paid by such
     Strategic Equity Investor. "Strategic Equity Investor" shall mean, as of
     any date, any entity (other than an Affiliate of the Company) engaged
     primarily in a telecommunications, media or technology business, which as
     of the trading day immediately before such date, has a total equity market
     capitalization of at least U.S. $500 million.






                                      E-92
<PAGE>   24

          (iii)

               (A) Upon the consummation (the "CONSUMMATION DATE") of the
          proposed capital restructuring (or any other similar restructuring, a
          "RESTRUCTURING") of the Company, whereby 50% of the Company's existing
          shares of Series N Capital Stock with limited voting rights will be
          converted into a new series of common stock, the Series C Common Stock
          (the "SERIES C STOCK"), at an exchange ratio of one-to-one and all of
          shares of the Series N Capital Stock and the Series C Stock will be
          deposited in a trust (the "CPO TRUST") that will issue CPOs or other
          securities, and provided, that (1) the provisions of Section
          8(k)(3)(B) shall have been satisfied and (2) all representations and
          warranties of the Company contained in Section 8(k)(3)(C) shall be
          true and correct as of the Consummation Date, the outstanding Warrants
          shall, without further action on the part of the Warrant Agent and the
          Company, become exercisable for the amount of CPOs or such other
          securities assuming the Warrants were exercised immediately prior to
          the Consummation Date.

               (B) Immediately prior to the Consummation Date the following
          conditions shall have been satisfied:

                    (1) The Warrant Agent shall have received a certificate,
               dated the Consummation Date, signed by two authorized officers of
               the Company confirming, as of the Consummation Date, the matters
               set forth in Exhibit E hereto;

                    (2) The Warrant Agent shall have received on the
               Consummation Date an opinion dated the Consummation Date,
               addressed to the Warrant Agent, of Santamarina y Steta, S.C.,
               special Mexican counsel to the Company or such other Mexican
               counsel, to the effect set forth in Exhibit F hereto; and

                    (3) The Warrant Agent shall have been furnished with copies
               of all necessary documents and all closing documents from the
               closing of each Restructuring.

               (C) As of the Consummation Date, the Company represents and
          warrants to the Warrant Agent and each Holder that:

                    (1) The Company is a sociedad anonima de capital variable
               organized under the laws of Mexico and has been duly incorporated
               and is validly existing as a corporation in good standing under
               the laws of Mexico and has all requisite corporate power and
               authority to own, lease, license and operate its properties and
               to carry on its business as now conducted. The Company is duly
               qualified to transact business in each jurisdiction in which the
               nature of its business or its ownership or leasing of property
               requires such qualification, except where the failure to be so
               qualified would not, either individually or in the aggregate,
               result in a Material Adverse Effect. A "MATERIAL ADVERSE EFFECT"
               means any material adverse effect on the business, condition
               (financial or other), properties, results of operations or
               prospects of the Company and its subsidiaries taken as a whole.

                    (2) The Warrants (including the Initial Purchaser Warrants)
               are exercisable into CPOs which will represent a beneficial
               interest in the Warrant Shares in accordance with the terms of
               the Warrant Agreement. The CPOs have been duly and validly
               authorized for issuance and when issued and delivered by the CPO
               Trust against payment therefor upon due exercise of the Warrants
               (including the Initial Purchaser Warrants) in accordance with the
               terms thereof, will be fully paid, non-assessable and not subject
               to any preemptive or similar rights. All of the issued and
               outstanding shares of the Series C Stock and Series N Capital
               Stock that have been deposited in the CPO Trust have been duly
               authorized and validly issued and are fully paid and
               non-assessable and not subject to any preemptive or similar
               rights.




                                      E-93
<PAGE>   25

                    (3) The consummation of the Restructuring or the performance
               of the Company's obligations under this Agreement will not
               violate, conflict with or constitute a breach of any of the terms
               or provisions of, or result in a default under (or an event that
               with notice or the lapse of time, or both, would constitute a
               default), or require consent under, or result in the creation or
               imposition of any lien on any property or assets of the Company
               or its subsidiaries or an acceleration of any indebtedness of the
               Company or the subsidiaries pursuant to, (i) the Estatutos or
               other corporate governance instruments (collectively, the
               "ARTICLES") of the Company or its subsidiaries, (ii) any
               obligation, agreement, covenant or condition contained in any
               bond, debenture, note, indenture, mortgage, deed of trust, loan
               or credit agreement, lease, license, franchise agreement,
               telephony, microwave or similar concession, authorization,
               permit, certificate or other agreement or instrument to which the
               Company or any of its subsidiaries is a party or by which any of
               them is bound or to which any of their assets or properties is
               subject, (iii) any law, statute, rule or regulation applicable to
               the Company or its subsidiaries or their respective assets or
               properties or (iv) any judgment, order or decree of any domestic
               or foreign court or governmental agency or authority having
               jurisdiction over the Company or its subsidiaries or their
               respective assets or properties. No consent, approval,
               authorization or order of, or filing, registration,
               qualification, license or permit of or with, any federal, state
               or local court in Mexico or the United States, or any
               governmental agency, body, administrative agency or authority in
               Mexico or the United States, including without limitation, the
               Secretaria de Comercio y Fomento Industrial, Comision Federal de
               Competencia and the Secretaria de Comunicaciones y Transportes,
               is required to be obtained or made by the Company, in connection
               with the consummation of the Restructuring or of any of the
               transactions contemplated hereby or thereby, except such as have
               been or will be obtained or made on or prior to the Consummation
               Date. No consents or waivers from any other person are required
               for the performance of this Agreement, or for consummation of the
               Restructuring or of any of the transactions contemplated hereby
               or thereby, other than such consents and waivers as have been
               obtained or will be obtained prior to the Consummation Date.

                    (4) The CPO Trust been duly and validly authorized, executed
               and delivered and is a legal, valid and binding obligation of the
               relevant trustee, enforceable against such trustee in accordance
               with its terms.

                    (5) The consummation of the Restructuring and the
               performance of the Company's obligations under this Agreement
               have been duly and validly authorized by the Company.

          (l) Warrant Agent's Disclaimer.

          The Warrant Agent has no duty to determine when an adjustment under
this Section 8 should be made, how it should be made or what it should be. The
Warrant Agent makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants. The Warrant Agent shall
not be responsible for the Company's failure to comply with this Section 8.

          (m) Adjustment in Number of Shares.

          Upon each adjustment of the Exercise Price pursuant to this Section 8,
each Warrant outstanding prior to the making of the adjustment in the Exercise
Price shall thereafter evidence the right to receive upon payment of the
adjusted Exercise Price that number of shares of Capital Stock (calculated to
the nearest hundredth) obtained from the following formula:

          N'   =    N     x     E
                               ---
                                E'






                                      E-94
<PAGE>   26

where:

          N' = the adjusted number of Warrant Shares issuable upon exercise of a
               Warrant by payment of the adjusted Exercise Price.

          N  = the number or Warrant Shares previously issuable upon exercise of
               a Warrant by payment of the Exercise Price prior to adjustment.

          E' = the adjusted Exercise Price.

          E  = the Exercise Price prior to adjustment.

          (n) Equity Liquidation Event.

          For as long as any Warrants are outstanding, the Company will not, and
will not permit any Restricted Subsidiary (as defined in the Indenture) directly
or indirectly, (1) to make a Restricted Payment (as defined in the Indenture) of
the type specified in clause (1), (2) or (3) of the definition of "Restricted
Payment" (other than a Restricted Payment permitted under clause (b)(4) or
(b)(5) of Section 4.07 of the Indenture or (2) to make an Investment (as defined
in the Indenture), used to effect or support the making of a Restricted Payment
of the type specified in clause (1), (2) or (3) of the definition of "Restricted
Payment," unless the Company shall have offered to repurchase all the Warrants
at their then fair market value as determined by an independent nationally
recognized investment banking firm and repurchased all duly tendered Warrants.
The Company shall provide at least ten Business Days prior written notice before
the repurchase date to each holder of the Warrants describing the transaction in
reasonable detail.

          (o) Form of Warrants.

          Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.

SECTION 9. FRACTIONAL INTERESTS.

          The Company shall not be required to issue fractional Warrant Shares
on the exercise of Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same holder, the number of full Warrant
Shares which shall be issuable upon the exercise thereof shall be computed on
the basis of the aggregate number of Warrant Shares purchasable on exercise of
the Warrants so presented. If any fraction of a Warrant Share would, except for
the provisions of this Section 9, be issuable on the exercise of any Warrants
(or specified portion thereof), the Company shall pay an amount in cash equal to
the Fair Market Value per Warrant Share, as determined on the day immediately
preceding the date the Warrant is presented for exercise, multiplied by such
fraction, computed to the nearest whole U.S. cent.

SECTION 10. NOTICES TO WARRANT HOLDERS.

          (a) Upon any adjustment of the Exercise Price pursuant to Section 8
hereof, the Company shall promptly thereafter (i) cause to be filed with the
Warrant Agent a certificate of a firm of independent public accountants of
recognized standing selected by the Board of Directors of the Company (who may
be the regular auditors of the Company) setting forth the Exercise Price after
such adjustment and setting forth in reasonable detail the method of calculation
and the facts upon which such calculations are based and setting forth the
number of Warrant Shares (or portion thereof) issuable after such adjustment in
the Exercise Price, upon exercise of a Warrant and payment of the adjusted
Exercise Price, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of the registered holders of Warrants at the address appearing on the Warrant
register for each such registered holder written notice of such adjustments by
first-class mail, postage prepaid. Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this Section 10.




                                      E-95
<PAGE>   27

          (b) In case:

          (i) the Company shall authorize the issuance to all holders of shares
     of Capital Stock of rights, options or warrants to subscribe for or
     purchase shares of Capital Stock or of any other subscription rights or
     warrants;

          (ii) the Company shall authorize the distribution to all holders of
     shares of Capital Stock of evidences of its indebtedness or assets (other
     than dividends or cash distributions paid out of consolidated current or
     retained earnings as shown on the books of the Company prepared in
     accordance with generally accepted accounting principles or dividends
     payable in shares of Capital Stock or distributions referred to in Section
     10(a) hereof);

          (iii) of any consolidation or merger to which the Company is a party
     and for which approval of any stockholders of the Company is required, or
     of the conveyance or transfer of the properties and assets of the Company
     substantially as an entirety, or of any reclassification or change of
     Capital Stock issuable upon exercise of the Warrants (other than a change
     in par value, or from par value to no par value, or from no par value to
     par value, or as a result of a subdivision or combination), or a tender
     offer or exchange offer for shares of Capital Stock;

          (iv) of the consummation of a transaction ("Strategic Equity Investor
     Transaction") or a series of related transactions whereby a Strategic
     Equity Investor purchases more than 50% of the outstanding equity
     securities of the Company;

          (v) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company; or

          (vi) the Company proposes to take any action (other than actions of
     the character described in Section 8(a) hereof) which would require an
     adjustment of the Exercise Price pursuant to Section 8 hereof;

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered holders of Warrants at its address
appearing on the Warrant register, at least 20 days prior to the applicable
record date hereinafter specified, or promptly in the case of events for which
there is no record date, by first-class mail, postage prepaid, a written notice
stating (x) the date as of which the holders of record of shares of Capital
Stock to be entitled to receive any such rights, options, warrants or
distribution are to be determined, (y) the initial expiration date set forth in
any tender offer or exchange offer for shares of Capital Stock, or (z) the date
on which any such consolidation, merger, Strategic Equity Investor Transaction,
conveyance, transfer, dissolution, liquidation or winding up is expected to
become effective or consummated, and the date as of which it is expected that
holders of record of shares of Capital Stock shall be entitled to exchange such
shares for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up. The failure to give the notice required by this
Section 11 or any defect therein shall not affect the legality or validity of
any distribution, right, option, warrant, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up, or the vote upon any action.

          (c) The Holders will have no right to vote on matters submitted to the
stockholders of the Company and will have no right to receive dividends. The
Holders will not be entitled to share in the assets of the Company in the event
of the liquidation, dissolution or winding up of the Company.

SECTION 11. MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.

          (a) Any corporation into which the Warrant Agent may be merged or with
which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all of the business of the Warrant Agent,
shall be the successor to the Warrant Agent hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible for appointment as a successor
warrant agent under the provisions of Section 13 hereof. In case at the time
such successor to the Warrant Agent shall succeed to the agency created by this
Agreement, and in case at that time any of the Warrant Certificates shall have



                                      E-96
<PAGE>   28

been countersigned but not delivered, any such successor to the Warrant Agent
may adopt the countersignature of the original Warrant Agent; and in case at
that time any of the Warrant Certificates shall not have been countersigned, any
successor to the Warrant Agent may countersign such Warrant Certificates either
in the name of the predecessor Warrant Agent or in the name of the successor to
the Warrant Agent; and in all such cases such Warrant Certificates shall have
the full force and effect provided in the Warrant Certificates and in this
Agreement.

          (b) In case at any time the name of the Warrant Agent shall be changed
and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent whose name has been changed may adopt the
countersignature under its prior name, and in case at that time any of the
Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.

SECTION 12. WARRANT AGENT.

          The Warrant Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Warrants, by their acceptance thereof, shall be
bound:

          (a) The statements contained herein and in the Warrant Certificates
shall be taken as statements of the Company and the Warrant Agent assumes no
responsibility for the correctness of any of the same. The Warrant Agent assumes
no responsibility with respect to the distribution of the Warrant Certificates
except as herein otherwise provided.

          (b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrant Certificates to be complied with by the Company.

          (c) The Warrant Agent may consult at any time with counsel of its own
selection (who may be counsel for the Company) and the Warrant Agent shall incur
no liability or responsibility to the Company or to any holder of any Warrant
Certificate in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion or the advice of such counsel.

          (d) The Warrant Agent shall incur no liability or responsibility to
the Company or to any holder of any Warrant Certificate for any action taken in
reliance on any Warrant Certificate, certificate of shares, notice, resolution,
waiver, consent, order, certificate, or other paper, document or instrument
(whether in its original or facsimile form) believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.

          (e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses (including legal
fees and expenses), taxes and governmental charges and other charges of any kind
and nature incurred by the Warrant Agent in the execution of this Agreement. The
Company shall fully indemnify the Warrant Agent, and any predecessor Warrant
Agent, against any and all losses, liabilities, claims, damages or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Warrant Agreement, including the costs
and expenses of enforcing this Warrant Agreement against the Company and
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense is determined to have been caused by its
negligence or willful misconduct. The Warrant Agent shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Warrant
Agent to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Warrant Agent shall
cooperate in the defense. The Warrant Agent may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.






                                      E-97
<PAGE>   29

          (f) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more registered holders of Warrants shall
furnish the Warrant Agent with security and indemnity satisfactory to it for any
costs and expenses which may be incurred, but this provision shall not affect
the power of the Warrant Agent to take such action as it may consider necessary,
whether with or without any such security or indemnity. All rights of action
under this Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant Agent and any recovery of judgment shall be for the
ratable benefit of the registered holders of the Warrants, as their respective
rights or interests may appear.

          (g) The Warrant Agent, and any stockholder, director, officer or
employee of it, may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.

          (h) The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions hereof, and
no duties shall be inferred or implied. The Warrant Agent shall not be liable
for anything which it may do or refrain from doing in connection with this
Agreement except for its own negligence or willful misconduct.

          (i) The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of any Warrant Certificate to make or cause to be
made any adjustment of the Exercise Price or number of the Warrant Shares or
other securities or property deliverable as provided in this Agreement, or to
determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with
respect to the method employed in making the same. The Warrant Agent shall not
be accountable with respect to the validity or value or the kind or amount of
any Warrant Shares or of any securities or property which may at any time be
issued or delivered upon the exercise of any Warrant or with respect to whether
any such Warrant Shares or other securities will when issued be validly issued
and fully paid and nonassessable, and makes no representation with respect
thereto.

          (j) The Warrant Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Warrant Agreement, and no implied
covenants or obligations shall be read into this Warrant Agreement against the
Warrant Agent.

          (k) The Warrant Agent shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Warrant Agent was negligent in ascertaining the pertinent facts.

          (l) The Warrant Agent shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Warrant Agent, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Warrant
Agent shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason on such inquiry or
investigation.

          (m) The Warrant Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Warrant Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder.

          (n) The Warrant Agent shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Warrant Agreement.




                                      E-98
<PAGE>   30

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

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

          (q) Any application by the Warrant Agent for written instructions from
the Company may, at the option of the Warrant Agent, set forth in writing any
action proposed to be taken or omitted by the Warrant Agent under this Warrant
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Warrant Agent shall not be liable for any
action taken by, or omission of, the Warrant Agent in accordance with a proposal
included in such application on or after the date specified in such application
(which date shall not be less than three Business Days after the date any
officer of the Company actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.

SECTION 13. CHANGE OF WARRANT AGENT.

          If the Warrant Agent shall become incapable of acting as Warrant
Agent, the Company shall appoint a successor to such Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such incapacity by the Warrant Agent or by the
registered holder of a Warrant Certificate, then the Warrant Agent or registered
holder of any Warrant may apply at the expense of the Company to any court of
competent jurisdiction for the appointment of a successor to the Warrant Agent.
Pending appointment of a successor to such Warrant Agent, either by the Company
or by such a court, the duties of the Warrant Agent shall be carried out by the
Company. The holders of a majority of the unexercised Warrants shall be entitled
at any time to remove the Warrant Agent and appoint a successor to such Warrant
Agent. Such successor to the Warrant Agent need not be approved by the Company
or the former Warrant Agent. After appointment the successor to the Warrant
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or deed;
provided that the former Warrant Agent upon payment of all amounts owed to it
shall deliver and transfer to the successor to the Warrant Agent any property at
the time held by it hereunder and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Failure to give any notice
provided for in this Section 13, however, or any defect therein, shall not
affect the legality or validity of the appointment of a successor to the Warrant
Agent.

SECTION 14. REPORTS.

          (a) Whether or not required by the rules and regulations of the
Commission, so long as any Warrants or the Warrant Shares are outstanding, the
Company shall furnish to the Warrant Agent and the holders of Warrants or
Warrant Shares all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 6-K (provided
that the Company shall be deemed to be required to file (1) such Forms and for
each of the first three fiscal quarters for each fiscal year and (2) the
information required to be filed with the SEC on Form 8-K, if applicable, for
changes in control, acquisition or disposition of assets, bankruptcy or
receivership and changes in the Company's certifying accountants) and 20-F
(beginning with fiscal year 2000) if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants. In addition,
whether or not required by the rules and regulations of the Commission, the
Company shall file a copy of all such information and reports with the
Commission for public availability (unless the Commission shall not accept such
a filing) and make such information available to securities analysts and
prospective investors upon request.

          (b) The Company shall provide the Warrant Agent with a sufficient
number of copies of all such reports that the Warrant Agent may be required to
deliver to the holders of the Warrants and the Warrant Shares under this Section
14.




                                      E-99
<PAGE>   31

          (c) Delivery of such reports, information and documents to the Warrant
Agent is for informational purposes only and the Warrant Agent'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 Warrant Agent is
entitled to rely exclusively on Officers' Certificates).

          (d) The Company shall deliver to the Warrant Agent, as soon as
possible and in any event within five Business 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 15. NOTICES TO COMPANY AND WARRANT AGENT.

          Any notice or demand authorized by this Agreement to be given or made
by the Warrant Agent or by the registered holder of any Warrant to or on the
Company shall be sufficiently given or made when received if deposited in the
mail, first class or registered, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent) as follows:

               Maxcom Telecomunicaciones, S.A. de C.V.
               Magdalena No. 211
               Colonia Del Valle
               03100 Mexico, D.F.
               Telecopier No.: (52) 5 147-8645
               Attention:  Gonzalo Alarcon Iturbide

          With a copy to:

               Proskauer Rose LLP
               1585 Broadway
               New York, New York  10036-8299
               Telecopier No.: (212) 969-2900
               Attention: Carlos E. Martinez, Esq.

          In case the Company shall fail to maintain such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof, presentations may be made and notices and demands may be served at the
principal office of the Warrant Agent.

          Any notice pursuant to this Agreement to be given by the Company or by
the registered holder(s) of any Warrant to the Warrant Agent shall be
sufficiently given when and if deposited in the mail, first-class or registered,
postage prepaid, addressed (until another address is filed in writing by the
Warrant Agent with the Company) to the Warrant Agent as follows:

               The Bank of New York
               101 Barclay Street, Floor 21W
               New York, New York 10286
               Telecopier No: (212) 815-4803
               Attention: Global Trust Trustee Administrator

SECTION 16. SUPPLEMENTS AND AMENDMENTS.

          The Company and the Warrant Agent may from time to time supplement or
amend this Agreement without the approval of any holders of Warrants in order to
cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which may be necessary or desirable and which





                                     E-100
<PAGE>   32

shall not in any way adversely affect the interests of the holders of Warrants.
Any amendment or supplement to this Agreement that has an adverse effect on the
interests of the holders of Warrants shall require the written consent of the
holders of a majority of the then outstanding Warrants (excluding Warrants held
by the Company or any of its affiliates). The consent of each holder of Warrants
affected shall be required for any amendment pursuant to which the Exercise
Price would be increased or the number of Warrant Shares purchasable upon
exercise of Warrants would be decreased (other than pursuant to adjustments
provided in this Agreement).

SECTION 17. SUCCESSORS.

          All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.

SECTION 18. TERMINATION.

          This Agreement shall terminate at 5:00 p.m., New York City time on
April 1, 2007. Notwithstanding the foregoing, this Agreement will terminate on
any earlier date if all Warrants have been exercised. The provisions of Section
12 shall survive such termination.

SECTION 19. GOVERNING LAW.

          This Agreement and each Warrant Certificate issued hereunder and all
of the rights and obligations of the parties hereto or thereto shall be governed
by and construed in accordance with the laws of the State of New York without
giving effect to the conflict of law provisions thereof, and if any dispute or
controversy related to or arising out of this Agreement is brought before a
Mexican court, the parties hereto agree that this Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the conflict of
law provisions thereof.

          Any action or proceeding relating in any way to this Agreement or the
Warrant Certificates may be brought and enforced in the federal courts of the
United States for the Southern District of New York, and each of the parties
hereto irrevocably submits to the nonexclusive jurisdiction of each such court
in respect of any such action or proceeding and the Company hereby expressly
waives any jurisdiction rights it may be entitled to by reason of its present or
future domicile or otherwise; provided, that if for whatever reason the federal
courts of the United States for the Southern District of New York will not or
cannot hear such action or proceeding, it may be brought and enforced in the
courts of the State of New York in The City of New York, Borough of Manhattan.
The Company irrevocably appoints CT Corporation System, with offices at 111
Eighth Avenue, 13th Floor, New York, New York 10011, as its agent to receive
service of process or other legal summons for purposes of any such action or
proceeding. So long as the Company has any obligation under this Agreement, it
will maintain a duly appointed agent in The City of New York, Borough of
Manhattan for the service of such process or summons, and if it fails to
maintain such an agent, any such process or summons may be served by mailing a
copy thereof by registered mail, or a form of mail substantially equivalent
thereto, addressed to it at its address as provided for notices hereunder.

          The Company irrevocably waives, to the fullest extent permitted by
applicable law, all immunity (whether on the basis of sovereignty or otherwise)
from jurisdiction, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in any action or proceeding relating in any
way to this Agreement or any Warrant Certificate in the courts of Mexico or the
United States, of the State of New York or of any other country or jurisdiction,
and the Company shall not raise a claim or cause to be pleaded any such immunity
at or in respect of any such action or proceeding.

          Each of the parties irrevocable waives, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to
the laying of venue of any such action or proceeding in the United States
District Court for the Southern District of New York, or the Supreme Court of
the State of New York, County of New York and any claim that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.




                                     E-101
<PAGE>   33

          Each of the Company, and the Warrant Agent irrevocably waives any
right it may now or hereafter have to a trial by jury in respect of this
Agreement or any Warrant Certificate.

SECTION 20. BENEFITS OF THIS AGREEMENT.

          Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant Agent and the registered holders
of Warrants any legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of the Company,
the Warrant Agent and the registered holders of Warrants.

SECTION 21. COUNTERPARTS.

          This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.



                                     E-102
<PAGE>   34

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

                             MAXCOM TELECOMUNICACIONES, S.A. DE C.V.



                             By:     /s/ ALEJANDRO MARTINEZ
                                     ----------------------------------------
                                     Name:  Alejandro Martinez
                                     Title: Chief Financial Officer

                             THE BANK OF NEW YORK
                             as Warrant Agent



                             By:     /s/ LUIS PEREZ
                                     ----------------------------------------
                                     Name:  Luis Perez
                                     Title:







                                     E-103
<PAGE>   35

                                    EXHIBIT A

                          [Form of Warrant Certificate]

                                     [Face]

[THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN
ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL
AMOUNT AT MATURITY OF THE 13 3/4% SENIOR NOTES DUE 2007 (THE "NOTES") OF MAXCOM
TELECOMUNICACIONES, S. A. DE C.V. AND ONE WARRANT (THE "WARRANTS") INITIALLY
ENTITLING THE HOLDER THEREOF TO PURCHASE 2.54979 SHARES, NO PAR VALUE PER SHARE,
OF MAXCOM TELECOMUNICACIONES, S. A. DE C.V. SERIES N CAPITAL STOCK WITH LIMITED
VOTING RIGHTS.

PRIOR TO THE EARLIEST TO OCCUR OF (I) 180 DAYS AFTER THE CLOSING OF THE OFFERING
OF THE UNITS, (II) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A
REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (III) THE DATE A SHELF REGISTRATION STATEMENT WITH RESPECT TO
THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (IV) SUCH DATE AS
WARBURG DILLON READ LLC IN ITS SOLE DISCRETION SHALL DETERMINE, THE WARRANTS
EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY
FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES.]

          THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT SHARES TO BE ISSUED
UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN
THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER:

          (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(A)(1),(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT (AN "IAI"),

          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN
AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
REGULATION S OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO
SUCH TRANSFER, FURNISHES THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE
FORM OF WHICH CAN BE OBTAINED FROM THE WARRANT AGENT) AND, IF SUCH TRANSFER IS
IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITY LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION,

          (3) AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT AND




                                     E-104
<PAGE>   36

          (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
WARRANT AGREEMENT CONTAINS A PROVISION REQUIRING THE WARRANT AGENT TO REFUSE TO
REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING.

          [THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.5 OF THE WARRANT
AGREEMENT, (II) THIS GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 3.5(A) OF THE WARRANT AGREEMENT, (III) THIS GLOBAL WARRANT
MAY BE DELIVERED TO THE WARRANT AGENT FOR CANCELLATION PURSUANT TO SECTION 3.8
OF THE WARRANT AGREEMENT AND (IV) THIS GLOBAL WARRANT MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF MAXCOM
TELECOMUNICACIONES, S.A. DE C.V.]

No. ___________    ___Warrants
CUSIP No. ________

                               Warrant Certificate

                     MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

          This Warrant Certificate certifies that Cede & Co., or its registered
assigns, is the registered holder of Warrants expiring April 1, 2007 (the
"WARRANTS") to purchase Series N Capital Stock with limited voting rights, no
par value per share (the "CAPITAL STOCK"; such term includes any Certificados de
Participacion Ordinarios or "CPOs" that are issued pursuant to the Restructuring
as defined in the Warrant Agreement), of Maxcom Telecomunicaciones, S.A. de
C.V., a sociedad anonima de capital variable organized under the laws of Mexico
(the "COMPANY"). Each Warrant entitles the registered holder upon exercise at
any time from 9:00 a.m. on the Separation Date referred to below (the "EXERCISE
DATE") until 5:00 p.m. New York City Time on April 1, 2007, to receive from the
Company 2.54979 fully paid and nonassessable shares of Capital Stock (the
"WARRANT SHARES") at the initial exercise price (the "EXERCISE PRICE") of U.S.
$.01 per share of Series N Capital Stock with limited voting rights, or if the
Restructuring has occurred U.S. $.02 per CPO payable upon surrender of this
Warrant Certificate and payment of the Exercise Price at the office or agency of
the Warrant Agent, but only subject to the conditions set forth herein and in
the Warrant Agreement referred to on the reverse hereof. The Exercise Price and
number of Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.

          "SEPARATION DATE" means the earliest of (i) 180 days after the Closing
Date, (ii) the date on which a registration statement with respect to a
registered exchange offer for the Notes is declared effective under the
Securities Act, (iii) the date a shelf registration statement with respect to
the Notes is declared effective under the Securities Act and (iv) such date as
Warburg Dillon Read LLC in its sole discretion shall determine.

          No Warrant may be exercised after 5:00 p.m., New York City Time on
April 1, 2007, and to the extent not exercised by such time such Warrants shall
become void.

          Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.




                                     E-105
<PAGE>   37

          This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.

          This Warrant Certificate shall be governed by and construed in
accordance with the internal laws of the State of New York.






                                     E-106
<PAGE>   38

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed below.

DATED:  March ___, 2000




                                   MAXCOM TELECOMUNICACIONES, S.A. DE C.V.



                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


Countersigned:

THE BANK OF NEW YORK
as Warrant Agent



By:
   ---------------------------------
          Authorized Signature






                                     E-107
<PAGE>   39

                        [Reverse of Warrant Certificate]

          The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m. New York City time on April
1, 2007 entitling the holder on exercise to receive shares of Capital Stock, and
are issued or to be issued pursuant to a Warrant Agreement dated as of March 17,
2000 (the "WARRANT AGREEMENT"), duly executed and delivered by the Company to
The Bank of New York, as warrant agent (the "WARRANT AGENT"), which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the
Company.

          Warrants may be exercised at any time on or after the Separation Date
and on or before 5:00 p.m. New York City time on April 1, 2007; provided that
the exercise of such Warrants is exempt from the registration requirements of
the Securities Act of 1933, as amended (the "SECURITIES ACT"), and such
securities are qualified for sale or exempt from qualification under the
applicable securities laws of the states in which the various holders of the
Warrants or other persons to whom it is proposed that the Warrant Shares be
issued on exercise of the Warrants reside. In order to exercise all or any of
the Warrants represented by this Warrant Certificate, the holder must deliver to
the Warrant Agent at its New York corporate trust office set forth in Section 15
of the Warrant Agreement this Warrant Certificate and the form of election to
purchase on the reverse hereof duly filled in and signed, which signature shall
be medallion guaranteed by an institution which is a member of a Securities
Transfer Association recognized signature guarantee program, and upon payment to
the Warrant Agent for the account of the Company of the Exercise Price, as
adjusted as provided in the Warrant Agreement, for the number of Warrant Shares
in respect of which such Warrants are then exercised. No adjustment shall be
made for any dividends on any Capital Stock issuable upon exercise of this
Warrant.

          The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of shares of Capital Stock issuable upon the
exercise of each Warrant shall be adjusted. No fractions of a share of Capital
Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.

          The Company has agreed pursuant to a Warrant Registration Rights
Agreement dated as of March 17, 2000 (the "WARRANT REGISTRATION RIGHTS
AGREEMENT"), to provide the holders of Warrants with registration rights with
respect to the Warrants in the event of the Company's initial public offering of
its capital stock.

          Warrant Certificates, when surrendered at the office of the Warrant
Agent by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.

          Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.

          The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.




                                     E-108
<PAGE>   40

                         [Form of Election to Purchase]

                    (To Be Executed Upon Exercise Of Warrant)

          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive _____________ shares of
Capital Stock and herewith tenders payment for such shares to the order of
MAXCOM TELECOMUNICACIONES, S.A. DE C.V., in the amount of $__________ in
accordance with the terms hereof. The undersigned requests that a certificate
for such shares be registered in the name of _______________, whose address is
__________________ and that such shares be delivered to ___________, whose
address is ____________________________. If said number of shares is less than
all of the shares of Capital Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of
such shares be registered in the name of ______________________, whose address
is ____________________, and that such Warrant Certificate be delivered to
_______________ whose address is ____________________.




                                   ________________________________________

                                   Signature

Date:


                                   ________________________________________
                                   Signature Guaranteed

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.





                                     E-109
<PAGE>   41

              SCHEDULE OF EXCHANGES OF INTERESTS OF GLOBAL WARRANTS

The following exchanges of a part of this Global Warrant have been made:

<TABLE>
<CAPTION>

                                                                          Number of Warrants
                           Amount of decrease                               in this Global
                              in Number of       Amount of increase in     Warrant following        Signature of
                            warrants in this     Number of Warrants in     such decrease or      authorized officer
    Date of Exchange         Global Warrant       this Global Warrant          increase           of Warrant Agent
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>




</TABLE>



                                     E-110
<PAGE>   42

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Maxcom Telecomunicaciones, S.A. de C.V.
Magdalena No. 211
Colonia Del Valle
03100 Mexico, D.F.

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286

          Re: Warrants

          Reference is hereby made to the Warrant Agreement, dated as of March
17, 2000 (the "WARRANT AGREEMENT"), between Maxcom Telecomunicaciones, S.A. de
C.V., as issuer (the "Company"), and The Bank of New York, as warrant agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Warrant Agreement.

          ___________________, (the "TRANSFEROR") owns and proposes to transfer
the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in
the principal amount at maturity of $___________ in such Warrant[s] or interests
(the "TRANSFER"), to ___________________________ (the "TRANSFEREE"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL WARRANT OR A DEFINITIVE WARRANT PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Warrant is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Warrant 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 Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Warrant Agreement, the transferred beneficial
interest or Definitive Warrant will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Warrant
and/or the Definitive Warrant and in the Warrant Agreement and the Securities
Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL WARRANT OR A DEFINITIVE WARRANT PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Warrant Agreement, the transferred beneficial interest or
Definitive Warrant will be subject to the restrictions on





                                     E-111
<PAGE>   43

Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Warrant and/or the Definitive Warrant and in the Warrant Agreement and
the Securities Act.

          3. [  ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL WARRANT OR A DEFINITIVE WARRANT PURSUANT
TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Warrants and Restricted
Definitive Warrants and pursuant to and in accordance with the Securities Act
and any applicable blue sky securities laws of any state of the United States,
and accordingly the Transferor hereby further certifies that (check one):

     (a) [ ] such Transfer is being effected pursuant to and in accordance with
     Rule 144 under the Securities Act;

                                       or

     (b) [ ] such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

     (c) [ ] such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

     (d) [ ] such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby further certifies that it has not engaged in any general
     solicitation within the meaning of Regulation D under the Securities Act
     and the Transfer complies with the transfer restrictions applicable to
     beneficial interests in a Restricted Global Warrant or Restricted
     Definitive Warrants and the requirements of the exemption claimed, which
     certification is supported by (1) a certificate executed by the Transferee
     in the form of Exhibit D to the Warrant Agreement and (2) if the Company
     requests, an Opinion of Counsel provided by the Transferor or the
     Transferee (a copy of which the Transferor has attached to this
     certification), to the effect that such Transfer is in compliance with the
     Securities Act. Upon consummation of the proposed transfer in accordance
     with the terms of the Warrant Agreement, the transferred beneficial
     interest or Definitive Warrant will be subject to the restrictions on
     transfer enumerated in the Private Placement Legend printed on the IAI
     Global Warrant and/or the Definitive Warrants and in the Warrant Agreement
     and the Securities Act.

          4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL WARRANT OR OF AN UNRESTRICTED DEFINITIVE
WARRANT.

     (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 144 under the
     Securities Act and in compliance with the transfer restrictions contained
     in the Warrant Agreement and any applicable blue sky securities laws of any
     state of the United States and (ii) the restrictions on transfer contained
     in the Warrant Agreement and the Private Placement Legend are not required
     in order to maintain compliance with the Securities Act. Upon consummation
     of the proposed Transfer in accordance with the terms of the Warrant
     Agreement, the transferred beneficial interest or Definitive Warrant will
     no longer be subject to the restrictions on transfer enumerated in the
     Private Placement Legend printed on the Restricted Global Warrants, on
     Restricted Definitive Warrants and in the Warrant Agreement.

     (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 903 or Rule 904
     under the Securities Act and in compliance with the transfer restrictions
     contained in the Warrant Agreement and any applicable blue sky securities
     laws of any state of the United States and (ii) the restrictions on
     transfer contained in the Warrant Agreement and





                                     E-112
<PAGE>   44

     the Private Placement Legend are not required in order to maintain
     compliance with the Securities Act. Upon consummation of the proposed
     Transfer in accordance with the terms of the Warrant Agreement, the
     transferred beneficial interest or Definitive Warrant will no longer be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the Restricted Global Warrants, on Restricted Definitive
     Warrants and in the Warrant Agreement.

     (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
     is being effected pursuant to and in compliance with an exemption from the
     registration requirements of the Securities Act other than Rule 144, Rule
     903 or Rule 904 and in compliance with the transfer restrictions contained
     in the Warrant Agreement and any applicable blue sky securities laws of any
     State of the United States and (ii) the restrictions on transfer contained
     in the Warrant Agreement and the Private Placement Legend are not required
     in order to maintain compliance with the Securities Act. Upon consummation
     of the proposed Transfer in accordance with the terms of the Warrant
     Agreement, the transferred beneficial interest or Definitive Warrant will
     not be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Warrants or Restricted
     Definitive Warrants and in the Warrant Agreement.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                               [Insert Name of Transferor]


                                        By:
                                           -----------------------------------
                                           Name:
                                           Title:


Dated:






                                     E-113
<PAGE>   45

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

     (a)  [ ] a beneficial interest in the:

          (i)  [ ] 144A Global Warrant, or

          (ii) [ ] Regulation S Global Warrant, or

          (iii) [ ] IAI Global Warrant; or

     (b)  [ ] a Restricted Definitive Warrant.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a)  [ ] a beneficial interest in the:

          (i)  [ ] 144A Global Warrant, or

          (ii) [ ] Regulation S Global Warrant, or

          (iii) [ ] IAI Global Warrant, or

          (iv) [ ] Unrestricted Global Warrant; or

     (b)  [ ] a Restricted Definitive Warrant; or

     (c)  [ ] an Unrestricted Definitive Warrant,

     in accordance with the terms of the Warrant Agreement.






                                     E-114
<PAGE>   46

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Maxcom Telecomunicaciones, S.A. de C.V.
Magdalena No. 211
Colonia Del Valle
03100 Mexico, D.F.
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286

                  Re:  Warrants

                              (CUSIP ____________)

          Reference is hereby made to the Warrant Agreement, dated as of March
17, 2000 (the "WARRANT AGREEMENT"), between Maxcom Telecomunicaciones, S.A. de
C.V., as issuer (the "Company"), and The Bank of New York, as warrant agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Warrant Agreement.

__________________________, (the "OWNER") owns and proposes to exchange the
Warrant[s] or interest in such Warrant[s] specified herein, in the amount of
$____________ in such Warrant[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

          1. EXCHANGE OF RESTRICTED DEFINITIVE WARRANTS OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL WARRANT FOR UNRESTRICTED DEFINITIVE WARRANTS OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL WARRANT

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
     GLOBAL WARRANT TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL WARRANT. In
     connection with the Exchange of the Owner's beneficial interest in a
     Restricted Global Warrant for a beneficial interest in an Unrestricted
     Global Warrant in an equal principal amount, the Owner hereby certifies (i)
     the beneficial interest is being acquired for the Owner's own account
     without transfer, (ii) such Exchange has been effected in compliance with
     the transfer restrictions applicable to the Global Warrants and pursuant to
     and in accordance with the United States Securities Act of 1933, as amended
     (the "Securities Act"), (iii) the restrictions on transfer contained in the
     Warrant Agreement and the Private Placement Legend are not required in
     order to maintain compliance with the Securities Act and (iv) the
     beneficial interest in an Unrestricted Global Warrant is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

     (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
     GLOBAL WARRANT TO UNRESTRICTED DEFINITIVE WARRANT. In connection with the
     Exchange of the Owner's beneficial interest in a Restricted Global Warrant
     for an Unrestricted Definitive Warrant, the Owner hereby certifies (i) the
     Definitive Warrant is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Restricted Global Warrants and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Warrant Agreement and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the Definitive Warrant is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

     (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE WARRANT TO
     BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL WARRANT. In connection with
     the Owner's Exchange of a Restricted Definitive Warrant for a beneficial
     interest in an Unrestricted Global Warrant, the Owner hereby certifies (i)
     the beneficial interest is being acquired for the Owner's own account
     without transfer, (ii) such Exchange has been effected in compliance with
     the transfer restrictions applicable to Restricted Definitive Warrants and



                                     E-115
<PAGE>   47

     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Warrant Agreement and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the beneficial interest is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

     (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE WARRANT TO
     UNRESTRICTED DEFINITIVE WARRANT. In connection with the Owner's Exchange of
     a Restricted Definitive Warrant for an Unrestricted Definitive Warrant, the
     Owner hereby certifies (i) the Unrestricted Definitive Warrant is being
     acquired for the Owner's own account without transfer, (ii) such Exchange
     has been effected in compliance with the transfer restrictions applicable
     to Restricted Definitive Warrants and pursuant to and in accordance with
     the Securities Act, (iii) the restrictions on transfer contained in the
     Warrant Agreement and the Private Placement Legend are not required in
     order to maintain compliance with the Securities Act and (iv) the
     Unrestricted Definitive Warrant is being acquired in compliance with any
     applicable blue sky securities laws of any state of the United States.

2.   EXCHANGE OF RESTRICTED DEFINITIVE WARRANTS OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL WARRANTS FOR RESTRICTED DEFINITIVE WARRANTS OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL WARRANTS

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
     GLOBAL WARRANT TO RESTRICTED DEFINITIVE WARRANT. In connection with the
     Exchange of the Owner's beneficial interest in a Restricted Global Warrant
     for a Restricted Definitive Warrant in a number equal to the number of
     beneficial interests exchanged, the Owner hereby certifies that the
     Restricted Definitive Warrant is being acquired for the Owner's own account
     without transfer. Upon consummation of the proposed Exchange in accordance
     with the terms of the Warrant Agreement, the Restricted Definitive Warrant
     issued will continue to be subject to the restrictions on transfer
     enumerated in the Private Placement Legend printed on the Restricted
     Definitive Warrant and in the Warrant Agreement and the Securities Act.

     (b) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE WARRANT TO BENEFICIAL
     INTEREST IN A RESTRICTED GLOBAL WARRANT. In connection with the Exchange of
     the Owner's Restricted Definitive Warrant for a beneficial interest in the
     [CHECK ONE] [ ] 144A Global Warrant, [ ] Regulation S Global Warrant, [ ]
     IAI Global Warrant in a number equal to the number of beneficial interests
     exchanged, the Owner hereby certifies (i) the beneficial interest is being
     acquired for the Owner's own account without transfer and (ii) such
     Exchange has been effected in compliance with the transfer restrictions
     applicable to the Restricted Global Warrants and pursuant to and in
     accordance with the Securities Act, and in compliance with any applicable
     blue sky securities laws of any state of the United States. Upon
     consummation of the proposed Exchange in accordance with the terms of the
     Warrant Agreement, the beneficial interest issued will be subject to the
     restrictions on transfer enumerated in the Private Placement Legend printed
     on the relevant Restricted Global Warrant and in the Warrant Agreement and
     the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                                [Insert Name of Transferor]


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:




Dated:




                                     E-116
<PAGE>   48

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Maxcom Telecomunicaciones, S.A. de C.V.
Magdalena No. 211
Colonia Del Valle
03100 Mexico, D.F.

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286

          Re: Warrants

          Reference is hereby made to the Warrant Agreement, dated as of March
17, 2000 (the "WARRANT AGREEMENT"), between Maxcom Telecomunicaciones, S.A. de
C.V., as issuer (the "COMPANY"), and The Bank of New York, as warrant agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Warrant Agreement.

          In connection with our proposed purchase of $____________ amount of:

     (a) [ ] a beneficial interest in a Global Warrant, or

     (b) [ ] a Definitive Warrant,

     we confirm that:

          1. We understand that any subsequent transfer of the Warrants or any
interest therein is subject to certain restrictions and conditions set forth in
the Warrant Agreement and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Warrants or any interest therein except
in compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

          2. We understand that the offer and sale of the Warrants have not been
registered under the Securities Act, and that the Warrants and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Warrants or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if
requested by the Company, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Warrant or beneficial interest in a Global
Warrant from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

          3. We understand that, on any proposed resale of the Warrants or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Warrants purchased by
us will bear a legend to the foregoing effect.





                                     E-117
<PAGE>   49

          4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Warrants, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

          5. We are acquiring the Warrants or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

          We agree not to engage in any hedging transactions with regard to the
Warrants unless such hedging transactions are in compliance with the Securities
Act.

          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.

                                             [Insert Name of Transferor]



                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:



Dated:



                                     E-118
<PAGE>   50

                                    EXHIBIT E

                              OFFICERS' CERTIFICATE

     (1)  All of the representations and warranties of the Company contained in
          Section 8(k)(c) of this Agreement shall be true and correct on the
          Consummation Date.

     (2)  The Company shall have performed or complied with all of the
          agreements, covenants and conditions contained in this Agreement or
          required in connection with the Restructuring, that are required to be
          performed or complied with by the Company at or prior to the
          Consummation Date.







                                     E-119
<PAGE>   51
                                    EXHIBIT F

                  FORM OF OPINION OF SANTAMARINA Y STETA, S.C.


(1) The Company is a sociedad anonima de capital variable organized under the
laws of Mexico and has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Mexico.

(2) The Warrant Agreement has been duly and validly authorized, executed and
delivered by the Company and (assuming the due authorization, execution and
delivery thereof by the Warrant Agent), is a legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms within
Mexico, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity and the
discretion of the court before which any proceedings therefor may be brought.

(3) The Warrants (including the Initial Purchaser Warrants) have been duly and
validly authorized, issued and delivered by the Company and (assuming the
Warrants are duly countersigned by the Warrant Agent in accordance with the
terms of this Agreement), the Warrants (including the Initial Purchaser
Warrants) are legal, valid and binding obligations of the Company, entitled to
the benefits of the Warrant Agreement and enforceable against the Company in
accordance with their terms within Mexico, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity and the discretion of the court before which any
proceedings therefor may be brought.

(4) The Warrant Registration Rights Agreement has been duly and validly
authorized, executed and delivered by the Company and (assuming the due
authorization, execution and delivery thereof by the Initial Purchasers), the
Warrant Registration Rights Agreement is a legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms in Mexico,
except that (A) enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity and the
discretion of the court before which any proceedings therefor may be brought and
(B) any rights to indemnity or contribution thereunder may be limited by federal
and state securities laws and public policy considerations.

(5) The Warrants (including the Initial Purchaser Warrants) are exercisable into
Warrant Shares consisting of CPOs in accordance with the terms of the Warrant
Agreement. The CPOs have been duly and validly authorized for issuance and when
issued and delivered by the CPO Trust against payment therefor upon due exercise
of the Warrants (including the Initial Purchaser Warrants) in accordance with
the terms thereof, will be fully paid, non-assessable and not subject to any
preemptive or similar rights. All of the issued and outstanding shares of the
Series C Stock and Series N Capital Stock have been deposited in the CPO Trust
have been duly authorized and validly issued and are fully paid and
non-assessable and not subject to any preemptive or similar rights.

(6) The consummation of the Restructuring will not violate, conflict with or
constitute a breach of any of the terms or provisions of, or result in a default
under (or an event that with notice or the lapse of time, or both, would
constitute a default), or require consent under, or result in the creation or
imposition of any lien on any property or assets of the Company or its
subsidiaries or an acceleration of any indebtedness of the Company or the
subsidiaries pursuant to, (i) the Articles of the Company or its subsidiaries,
(ii) any obligation, agreement, covenant or condition contained in any bond,
debenture, note, indenture, mortgage, deed of trust, loan or credit agreement,
lease, license, franchise agreement, telephony, microwave or similar concession,
authorization, permit, certificate or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which any of them is bound
or to which any of their assets or properties is subject, (iii) any law,
statute, rule or regulation applicable to the Company or its subsidiaries or
their respective assets or properties or (iv) any judgment, order or decree of
any domestic or foreign court or governmental agency or authority having
jurisdiction over the Company or its subsidiaries or their respective assets or
properties. No consent, approval, authorization or order of, or filing,
registration, qualification, license or permit of or with, any federal, state or
local court in Mexico, or any governmental agency, body, administrative agency
or authority in Mexico, including without limitation, the Secretaria de Comercio
y Fomento Industrial, Comision Federal de Competencia and the Secretaria de




                                     E-120
<PAGE>   52

Comunicaciones y Transportes, is required to be obtained or made by the Company,
in connection with the consummation of the Restructuring or of any of the
transactions contemplated hereby or thereby, except such as have been or will be
obtained or made on or prior to the Consummation Date. No consents or waivers
from any other person are required for performance of this Agreement, or for the
consummation the Restructuring or of any of the transactions contemplated hereby
or thereby, other than such consents and waivers as have been obtained or will
be obtained prior to the Consummation Date.

(7) The CPO Trust been duly and validly authorized, executed and delivered and
is a legal, valid and binding obligation of the trustee thereof, enforceable
against such trustee in accordance with its terms.

(8) The consummation of the Restructuring and the performance of the Company's
obligations under this Agreement have been duly and validly authorized by the
Company.






                                     E-121