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                                   EX-2.E
                           COMPOSITE CONFORMED COPY
                        (incorporating Amendments 1-9)


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                         GRUPO IUSACELL, S.A. DE C.V.

                                      and

                             SUBSIDIARY GUARANTORS

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

                                CREDIT AGREEMENT

                         Dated as of February 16, 1996

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

                           THE CHASE MANHATTAN BANK
                            (NATIONAL ASSOCIATION),
                                  as Agent


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<PAGE>
                              TABLE OF CONTENTS


    This Table of Contents is not part of the Agreement to which it is 
attached but is inserted for convenience of reference only.

                                                                          Page

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS ............................   1

1.01 Certain Defined Terms ...............................................   1
1.02 Accounting Terms and Determinations .................................  12

SECTION 2. THE LOANS, NOTE AND PREPAYMENTS ...............................  13

2.01 The Loans ...........................................................  13
2.02 Applicable Lending Office ...........................................  13
2.03 Notes ...............................................................  13
2.04 Prepayments .........................................................  14
2.05 Borrowings ..........................................................  14
2.06 Changes of Commitment ...............................................  14
2.07 Several Obligations; Remedies Independent ...........................  15
2.08 Commitment Fee ......................................................  15

SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST ............................  15

3.01 Repayment of the Loans ..............................................  15
3.02 Interest ............................................................  16

SECTION 4. PAYMENTS; COMPUTATIONS; ETC. ..................................  17

4.01 Payments ............................................................  17
4.02 Pro Rata Treatment ..................................................  17
4.03 Computations ........................................................  18
4.04 Minimum Amounts .....................................................  18
4.05 Certain Notices .....................................................  18
4.06 Non-Receipt of Funds by the Agent ...................................  18
4.07 Sharing of Payments, Etc. ...........................................  20

SECTION 5. YIELD PROTECTION, ETC. ........................................  21

5.01 Additional Costs ....................................................  21
5.02 Limitation on LIBO Availability .....................................  22
5.03 Illegality ..........................................................  23
5.04 Treatment of Affected Loans .........................................  23
5.05 Compensation ........................................................  24
5.06 Taxes ...............................................................  24

SECTION 6. GUARANTEE .....................................................  25

6.01 The Guarantee .......................................................  25
6.02 Obligations Unconditional ...........................................  25
6.03 Reinstatement .......................................................  27
6.04 Subrogation .........................................................  27
6.05 Remedies ............................................................  27
6.07 Continuing Guarantee ................................................  28

SECTION 7. CONDITONS PRECEDENT ...........................................  28


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7.01 Initial Loan ........................................................  28
7.02 Initial Loan and Subsequent Loans ...................................  29

SECTION 8. REPRESENTATIONS AND WARRANTIES ................................  30

8.01 Corporate Existence .................................................  30
8.02 Financial Condition .................................................  30
8.03 Litigation ..........................................................  31
8.04 No Breach ...........................................................  31
8.05 Action ..............................................................  31
8.06 Approvals ...........................................................  31
8.07 Legal Form ..........................................................  32
8.08 Ranking .............................................................  32
8.09 Commercial Activity; Absence of Immunity ............................  32
8.10 Taxes ...............................................................  33
8.11 Investment Company Act ..............................................  33
8.12 Public Utility Holding Company Act ..................................  33

SECTION 9. COVENANTS .....................................................  33

9.01 Financial Statements, Etc. ..........................................  33
9.02 Litigation ..........................................................  35
9.03 Maintenance of Properties ...........................................  35
9.04 Existence ...........................................................  35
9.05 Compliance with Laws and Other Agreements ...........................  35
9.06 Insurance ...........................................................  36
9.07 Restricted Transactions .............................................  36
9.08 Debt ................................................................  36
9.09 Investments .........................................................  36
9.10 Dividend Payments ...................................................  37
9.11 Asset Disposition ...................................................  37
9.12 Negative Pledge .....................................................  37
9.13 Governmental Approvals; Material Concessions ........................  39
9.14 Transactions with Affiliates ........................................  39
9.15 Wireless Gross Revenues .............................................  39
9.16 Cash Flow ...........................................................  39
9.17 Certain Financial Covenants .........................................  39
9.18 Limitation on Capital Expenditures by Iusatel S.A. de C.V. ..........  40

SECTION 10. EVENTS OF DEFAULT ............................................  40

SECTION 11. THE AGENT ....................................................  44

11.01 Appointment, Powers and Immunities .................................  44
11.02 Reliance by Agent ..................................................  45
11.03 Defaults ...........................................................  45
11.04 Rights as a Bank ...................................................  45
11.05 Indemnification ....................................................  45
11.06 Non-Reliance on Agent and Other Banks ..............................  46
11.07 Failure to Act .....................................................  46
11.08 Resignation or Removal of Agent ....................................  46

SECTION 12. MISCELLANEOUS ................................................  47

12.01 Waiver .............................................................  47
12.02 Notices ............................................................  47
12.03 Expenses, Etc. .....................................................  47

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12.04 Amendments, Etc. ...................................................  48
12.05 Successors and Assigns .............................................  48
12.06 Assignments and Participations .....................................  49
12.07 Survival ...........................................................  50
12.08 Captions ...........................................................  50
12.09 Counterparts .......................................................  50
12.10 Governing Law ......................................................  50
12.11 Jurisdiction, Service of Process and Venue .........................  50
12.12 Waiver of Jury Trial ...............................................  51
12.13 Waiver of Sovereign Immunity .......................................  51
12.14 Judgment Currency ..................................................  52
12.15 Use of English Language ............................................  52
12.16 Treatment of Certain Information; Confidentiality ..................  53

EXHIBIT A -- FORM OF NOTE

EXHIBIT B -- FORM OF OPINION OF SPECIAL NEW YORK COUNSEL TO IUSACELL

EXHIBIT C -- FORM OF OPINION OF SPECIAL MEXICAN COUNSEL TO IUSACELL

EXHIBIT D -- FORM OF PROCESS AGENT ACCEPTANCE

EXHIBIT E -- FORM OF PLEDGE AGREEMENT

EXHIBIT F -- FORM OF SUBORDINATION AGREEMENT


<PAGE>


      CREDIT AGREEMENT dated as of February 16, 1996 among GRUPO IUSACELL, S.A.
de C.V., a corporation duly organized and validly existing under the laws of
Mexico ("Iusacell"); each of the subsidiaries of Iusacell that is a signatory
hereto identified under the caption "GUARANTORS" on the signature pages hereto
(individually, a "Guarantor" and, collectively, the "Guarantors"; Iusacell and
the Guarantors are collectively referred to as the "Obligors"); each of the
lenders that is a signatory hereto identified under the caption "BANKS" on the
signature pages hereto or that, pursuant to Section 12.06(b) hereof, shall
become a "Bank" hereunder (individually, a "Bank" and, collectively, the
"Banks"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association, as agent for the Banks (in such capacity, together with its
successors in such capacity, the "Agent").

      The parties hereto hereby agree as follows:

      Section 1. Definitions and Accounting Matters.

      1.01 Certain Defined Terms. As used herein, the following terms shall have
the following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when used
in the plural and vice versa):

      "Additional Costs" shall have the meaning assigned to that term in Section
5.01 hereof.

      "Advance Date" shall have the meaning assigned to that term in Section
4.06 hereof.

      "Annualized Operating Cash Flow" shall mean, at any date of determination
thereof, the product of (a) Operating Cash Flow for the period of the two
immediately preceding fiscal quarters ending on, or most recently ended prior
to, such date of determination and (b) two.

      "Applicable Lending Office" shall mean, for each Bank, the "Lending
Office" of such Bank (or of an affiliate of such Bank) designated on the
signature pages hereof or such other office of such Bank (or of an affiliate of
such Bank) as such Bank may from time to time specify to the Agent and Iusacell
as the office by which its Loans are to be made and maintained.

      "Applicable Margin" shall mean (a) with respect to Variable Rate Loans, 3%
per annum; and (b) with respect to Eurodollar Loans, 4% per annum.


                                Credit Agreement



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      "Available Commitment" shall mean, for each period set forth below, the
amount set forth below opposite such period:

            Period                                       Amount
            ------                                       ------

From the date hereof
  to and including March 31, 1996              $35,000,000

From and including April 1, 1996
  to and including December 15, 1996           $65,000,000 minus the aggregate
                                               outstanding principal amount of
                                               the Loans as of the close of
                                               business on March 31, 1996

            "Availability Period" means the period commencing on the date hereof
and ending on the Termination Date.

            "Basic Documents" shall mean, collectively, this Agreement, the
Pledge Agreement, the Subordination Agreement and the Notes.

            "Business Day" shall mean (a) any day on which commercial banks are
not authorized or required to close in New York City and Mexico City, Mexico and
(b) if such day relates to a payment or prepayment of principal of or interest
on, or an Interest Period for, any Eurodollar Loan or a notice by Iusacell with
respect to any such payment, prepayment or Interest Period for any Eurodollar
Loan, any day on which dealings in Dollar deposits are carried out in the London
interbank market.

            "Capital Lease" shall mean a lease that would be capitalized on a
balance sheet of the lessee prepared in accordance with Mexican GAAP.

            "Cash Interest Expense" shall mean, for any period, all interest
accrued and paid in cash in respect of Debt of Iusacell and its Consolidated
Subsidiaries (determined on a consolidated basis).

            "Change of Control" shall mean: (a) any Person or two or more
Persons acting in concert shall have acquired, directly or indirectly, after the
date hereof beneficial ownership of more than 14% of the outstanding shares of
voting stock of Iusacell; (b) during any period of 12 consecutive months,
commencing before or after the date hereof, individuals who at the beginning of
such 12-month period were directors of Iusacell cease for any reason to
constitute a majority of the board of directors of Iusacell; (c) Mr. Edward R.
Kingman, Jr. shall cease to be the Chief Financial Officer of Iusacell for a
period of 60 days during which no other Person has been elected or appointed to
such office in accordance with the terms of the Shareholders Agreement; or (d)
Mr. Guillermo Amore shall cease to be the General Director of Iusacell for 


                                Credit Agreement




<PAGE>
     

a period of 60 days during which no other Person has been elected or appointed
to such office in accordance with the terms of the Shareholders Agreement.

            "Chase" shall mean The Chase Manhattan Bank (National Association).

            "Chief Financial Officer" of any Person shall mean Mr. Edward R.
Kingman, Jr. or any successor approved by the Agent.

            "Closing Date" shall mean the date on which this Agreement is
executed by each Obligor, each Bank and the Agent.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

            "Collateral Amount" shall have the meaning assigned to that term in
Section 3.01(b) hereof.

            "Commitment" shall mean, for each Bank, the obligation of such Bank
to make Loans in an aggregate principal amount at any one time outstanding up to
but not exceeding the amount set opposite the name of such Bank on the signature
pages hereof under the caption "Commitment" (as the same may be reduced from
time to time pursuant to Section 2.06 hereof).

            "Debt" of any Person shall mean, at any date, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(c) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (d) all obligations of such Person as lessee under Capital
Leases, (e) all Debt of others secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person, (f) all obligations of such
Person with respect to product invoices incurred in connection with export
financing, (g) all obligations of such Person under repurchase agreements for
the stock of such Person or another Person, (h) all obligations of such Person
in respect of letters of credit or similar instruments issued or accepted by
banks and other financial institutions for account of such Person, (i) all
obligations of such Person under derivative instruments, however denominated,
identified or documented and (j) all Debt of others guaranteed by such Person
(other than pursuant to endorsements of checks and other instruments in the
ordinary course of business).

            "Default" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

            "Debt Service" shall mean, for any period, the sum of (a) Cash
Interest Expense for such period and (b) all regularly scheduled payments or
prepayments of principal of Debt of Iusacell and its Consolidated Subsidiaries
(determined on a consolidated basis) made for such period, including without
limitation all such payments in respect of Capital Leases.


                                Credit Agreement


<PAGE>


            "Dividend Payment" shall mean dividends (in cash, property or
obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any shares of any
class of stock of Iusacell or of any warrants, options or other rights to
acquire the same (or to make any payments to any Person, such as "phantom stock"
payments, where the amount thereof is calculated with reference to the fair
market or equity value of Iusacell or any of its Subsidiaries, (but excluding
any bonus payments made to Guillermo Amore calculated in this manner in
accordance with his employment contract), but excluding dividends payable solely
in shares of common stock of Iusacell.

            "Dollars" and "$" shall mean lawful money of the United States of
America.

            "Eligible Transferee" shall mean any bank or other financial
institution having aggregate assets of $100,000,000 or more.

            "Encumbered Asset" shall have the meaning assigned to that term in
Section 9.12(vii) hereof.

            "Eurodollar Loans" shall mean Loans that bear interest at rates
based on rates referred to in the definition of "LIBO Base Rate" in this Section
1.01.

            "Event of Default" shall have the meaning assigned to such term in
Section 10 hereof.

            "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
rate charged to Chase on such day on such transactions as determined by the
Agent.

            "Financing" shall mean: (i) any contribution of capital from any
Person not a member of the Iusacell Group to any Person that is a member of the
Iusacell Group (other than capital that is contributed by shareholders of
Iusacell to fund the 450 Authorization Fee Debt); (ii) any issuance of any
equity shares or securities convertible into or exchangeable for any equity
shares, or granting of any option, warrant or other right to purchase or
subscribe for any such equity shares or any such securities (collectively,
"Equity"), by a member of the Iusacell Group to any Person not a member of the
Iusacell Group (other than issuances of Equity to shareholders of Iusacell to
fund the 450 Authorization Fee Debt); (iii) any sales, pledge or other transfer
of any Equity by a member of the Iusacell Group to any Person not a member of
the Iusacell Group; (iv) any material borrowing or other contracting of
indebtedness by any member 


                                Credit Agreement







<PAGE>


of the Iusacell Group from any Person not a member of the Iusacell Group, and
any sale, pledge or other transfer of assets having similar effect, other than
in the ordinary course of business (other than Northern Telecom Debt); (v) any
issuance of any debt security, or any sale, pledge or other transfer of any such
debt security, by a member of the Iusacell Group to any Person not a member of
the Iusacell Group or (vi) the Offering.

            "Financing Proceeds Recipient" shall have the meaning assigned to
that term in Section 3.01(b) hereof.

            "450 Authorization Fee" shall mean the payment required to be made
by Iusacell in connection with the approval by the Secretaria de Comunicaciones
y Transportes (the "SCT") of Iusacell's 450 service technical and economic plans
and the authorization by the SCT of Iusacell to provide 450 service
commercially.

            "450 Authorization Fee Debt" shall mean Debt of Iusacell owing to
its shareholders in an amount not in excess of $60,000,000 incurred to pay the
450 Authorization Fee that is subordinated and junior in right of payment to
this Agreement and the Notes on terms and conditions satisfactory to the Agent
and the Banks, including without limitation a term and condition that no
payments may be made on such debt until the occurrence of the Termination Date
and all amounts outstanding under this Agreement and the Notes have been paid in
full.

            "Gross Revenues" shall mean, for any period, gross revenues
(excluding extraordinary items) of Iusacell and its Subsidiaries (determined on
a consolidated basis) derived in the ordinary course of business as presently
conducted by Iusacell and its Subsidiaries.

            "Guarantee" shall have the meaning assigned to that term in Section
10(m)(x) hereof.

            "Guaranteed Obligations" shall have the meaning assigned to that
term in Section 6.01 hereof.

            "Interest Coverage Ratio" shall mean, as at any date of
determination thereof, the ratio of (a) Operating Cash Flow for the period of
four consecutive fiscal quarters ending on, or most recently ended prior to,
such date of determination and (b) Cash Interest Expense for such period.

            "Interest Period" shall mean:

            (a) with respect to any Eurodollar Loan:

            (i) initially, the period commencing on the date of such Loan and
ending one month thereafter; and


                                Credit Agreement














<PAGE>


            (ii) thereafter, each period commencing on the last day of the
preceding Interest Period and ending one month thereafter;

            (b) with respect to any Variable Rate Loan:

            (i) initially, the period commencing on the date of such Loan and
ending 30 days thereafter; and

            (ii) thereafter, each period commencing on the last day of the
preceding Interest Period and ending 30 days thereafter.

Notwithstanding the foregoing: (x) any Interest Period which would otherwise end
on a day which is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Business Day, (y) if
any Interest Period would otherwise end after the Termination Date, such
Interest Period shall end on the Termination Date and (z) notwithstanding clause
(y) above, no Interest Period for any Eurodollar Loan shall have a duration of
less than one month and if such Eurodollar Loan would otherwise be a shorter
period, such Eurodollar Loan shall not be available for such shorter period.

            "Investment" shall mean, for any Person: (a) the acquisition
(whether for cash, property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including, without limitation, any "short sale" or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale); (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such property to such Person), but excluding any such
advance, loan or extension of credit having a term not exceeding 90 days arising
in connection with the sale of inventory or supplies by such Person in the
ordinary course of business; or (c) the entering into of any guarantee of, or
other contingent obligation with respect to, Debt or other liability of any
other Person and (without duplication) any amount committed to be advanced, lent
or extended to such Person; provided, however, that the 450 Authorization Fee
shall not be deemed to be an Investment.

            "Iusacell Group" shall mean Iusacell and each Guarantor.

            "judgment currency" shall have the meaning assigned to that term in
Section 12.14 hereof.

            "Leverage Ratio" shall mean, at any date of determination thereof,
the ratio of (a) Total Debt on such date of determination to (b) Annualized
Operating Cash Flow on such date of determination.


                                Credit Agreement














<PAGE>


            "LIBO Base Rate" shall mean, with respect to any Loan for any
Interest Period therefor, the arithmetic mean (rounded upwards, if necessary, to
the nearest 1/16 of 1%), as determined by the Agent, of the rates per annum
quoted by the respective Reference Banks at approximately 11:00 a.m. London time
(or as soon thereafter as practicable) on the date two Business Days prior to
the first day of such Interest Period for the offering by the respective
Reference Banks to leading banks in the London interbank market of Dollar
deposits having a term comparable to such Interest Period and in an amount
comparable to the principal amount of the Loan to be made by the respective
Reference Banks for such Interest Period. If any Reference Bank is not
participating in any Loan during any Interest Period therefor, the LIBO Base
Rate for such Loans for such Interest Period shall be determined by reference to
the amount of such Loans that such Reference Bank would have made or had
outstanding had it been participating in such Loan during such Interest Period.
If any Reference Bank does not timely furnish such information for determination
of any LIBO Base Rate, the Agent shall determine such LIBO Base Rate on the
basis of the information timely furnished by the remaining Reference Banks.

            "LIBO Rate" shall mean, for any Loan for any Interest Period, a rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
by the Agent to be equal to the LIBO Base Rate for such Loan for such Interest
Period divided by 1 minus the Reserve Requirement (if any) for such Loan for
such Interest Period.

            "Lien" shall mean, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset. For purposes of this Agreement, Iusacell shall be deemed to own subject
to a Lien any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease or other
title retention agreement relating to such asset or any account receivable
transferred by it with recourse (including any such transfer subject to a
holdback or similar arrangement that effectively imposes the risk of
collectability on the transferor).

            "Loans" shall mean Eurodollar Loans, Variable Rate Loans or both.

            "Majority Banks" shall mean Banks having at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have
terminated, Banks holding at least 51% of the Loans.

            "Market Exchange Rate" shall mean, for any currency, the rate at
which such currency shall be converted into Dollars (i) on the basis of the noon
buying rate in New York City for cable transfers in such currency as certified
for customs purposes by the Federal Reserve Bank of New York or (ii) in the
event the Federal Reserve Bank of New York does not certify a noon buying rate
for such currency, on the basis of the rate quoted or published in the relevant
central bank or the rate for buying such currency in Dollars or (iii) if no such
rate is quoted or published, the rate determined by the Agent based on a
quotation or an average of quotations given to the Agent by commercial banks
which conduct foreign exchange operations or based on such other method as the
Agent may reasonably determine to calculate a market exchange rate.


                                Credit Agreement











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            "Material Adverse Change" with respect to any Loan shall mean, (a)
for the period from the date of this Agreement to and including the date of such
Loan and (b) for the period from the date of the most recent financial
statements of Iusacell referred to in Section 8.02 to and including the date of
such Loan, a material adverse change with respect to general market conditions
in the United States or Mexico, including without limitation, changes in general
economic, financial, political or military conditions in the United States or
Mexico, which in the reasonable opinion of the Majority Banks, might result in a
Material Adverse Effect.

            "Material Adverse Effect" shall mean a material adverse effect on
(a) the assets, business, operations, financial condition, liabilities or
capitalization of Iusacell and its Subsidiaries taken as a whole, (b) the
ability of Iusacell to perform its obligations under any of the Basic Documents,
(c) the validity or enforceability of any of the Basic Documents or (d) the
rights and remedies of the Agent and the Banks under any of the Basic Documents.

            "Material Concessions" shall mean the concessions required to
provide the cellular telephone service and data transmission service in Mexico,
whether on the date hereof or hereafter, including without limitation any
concession relating to 450 service.

            "Material Terms and Conditions" shall mean, with respect to any
concession, the terms and conditions of such concession the violation of which,
or non-compliance with, would cause any member of the Iusacell Group to (a) lose
such concession, (b) lose the rights relating to such concession, (c) incur
increased costs to provide the service under such concession or (d) suffer a
restriction of any right to provide service under such concession.

            "Mexican GAAP" shall mean Mexican generally accepted accounting
principles as in effect from time to time.

            "Mexican Taxes" shall mean all present and future income, stamp,
registration and other taxes and levies, imposts, deductions, charges,
compulsory loans and withholdings whatsoever, and all interest, surcharges,
fines, penalties or similar amounts with respect thereto, now or hereafter
imposed, assessed, levied or collected by Mexico or any political subdivision or
taxing authority thereof or therein, or by any federal or other association of
or with which Mexico may be a member or associated, on or in respect of this
Agreement, any Loan, any Note, the recording, registration, notarization or
other formalization of any thereof, the enforcement thereof or the introduction
thereof in any judicial proceedings, on or in respect of any payments of
principal, interest, premiums, charges, fees or other amounts made on, under or
in respect of any thereof.

            "Mexico" shall mean the United Mexican States.

            "Northern Telecom Debt" shall mean the debt of Iusacell in an amount
not in excess of $47,000,000 owing to Northern Telecom International Finance B.
V. as refinanced by Banco del Atlantico, S.A., which amount Iusacell shall have
the right to have refinanced 


                                Credit Agreement









<PAGE>


pursuant to a guarantee by the Export Development Corporation of Canada,
provided that the principal amount thereof is not increased as a consequence of
such refinancing.

            "Note" shall mean each promissory note provided for by Section
2.03(a) hereof and all promissory notes delivered in substitution or exchange
therefor, in each case as the same shall be modified and supplemented and in
effect from time to time.

            "Offering" shall mean the offering of debt securities by Iusacell in
the United States of America and other markets on substantially the terms and
conditions set forth in the the letter dated January 16, 1996 from [Salomon
Brothers].

            "Offering Eurodollar Loans" shall have the meaning assigned to that
term in Section 3.01(b) hereof.

            "Offering Proceeds Receipt Date" shall have the meaning assigned to
that term in Section 3.01(b) hereof.

            "Officers' Certificate" shall mean a certificate duly executed and
delivered by the general manager and the Chief Financial Officer of Iusacell.

            "Operating Cash Flow" shall mean, for any period, the sum of the
following for Iusacell and its Consolidated Subsidiaries (determined on a
consolidated basis): (a) net income for such period plus (b) interest,
depreciation and amortization expense for such period plus (c) all other
non-cash charges and extraordinary items for such period.

            "Participant" shall have the meaning assigned to that term in
Section 12.01(c) hereof.

            "Payor" shall have the meaning assigned to that term in Section 4.06
hereof.

            "Permitted Investments" shall mean: (a) direct obligations of the
United States of America, or of any agency thereof, or obligations guaranteed as
to principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 90 days from the date of
acquisition thereof; (b) certificates of deposit issued by any bank or trust
company organized under the laws of the United States of America or any state
thereof and having capital, surplus and undivided profits of at least
$500,000,000, maturing not more than 90 days from the date of acquisition
thereof; and (c) commercial paper rated A-1 or better or P-1 by Standard &
Poor's Corporation or Moody's Investors Services, Inc., respectively, maturing
not more than 90 days from the date of acquisition thereof; in each case so long
as the same (x) provide for the payment of principal and interest (and not
principal alone or interest alone) and (y) are not subject to any contingency
regarding the payment of principal or interest.

            "Permitted Liens" shall have the meaning assigned to that term in
Section 9.12 hereof.


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<PAGE>
     

            "Person" shall mean an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

            "Pledge Agreement" shall mean a pledge agreement substantially in
the form of Exhibit E.

            "Post-Default Rate" shall mean, in respect of any principal of any
Loan or any other amount under this Agreement or any Note during any Default, a
rate per annum equal to the sum of (i) 2% plus (ii) the interest rate for such
Loan as provided in Section 3.02(a) hereof plus the Applicable Margin as in
effect from time to time.

            "Prime Rate" shall mean the rate of interest from time to time
announced by the Chase at the Principal Office as its prime commercial lending
rate.

            "Principal Office" shall mean the principal office of Chase, located
on the date hereof at 1 Chase Manhattan Plaza, New York, New York 10081.

            "Process Agent" shall have the meaning assigned to that term in
Section 12.11(b) hereof.

            "Process Agent Acceptance" shall mean a letter from the Process
Agent to the Bank, in substantially the form of Exhibit D hereto.

            "Reference Banks" shall mean (a) initially, Chase and (b)
thereafter, such other Banks as the Agent and Iusacell may agree.

            "Regulations A and D" shall mean, respectively, Regulations A and D
of the Board of Governors of the Federal Reserve System (or any successor), as
the same may be modified and supplemented and in effect from time to time.

            "Regulatory Change" shall mean, with respect to any Bank, any change
after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Bank of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

            "Required Payment" shall have the meaning assigned to that term in
Section 4.06 hereof.

            "Reserve Requirement" shall mean, for any Interest Period for any
Loan, the average maximum rate at which reserves (including, without limitation,
any marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period 


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<PAGE>


under Regulation D by member banks of the Federal Reserve System in New York
City with deposits exceeding one billion Dollars against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the foregoing, the Reserve Requirement shall include any other reserves
required to be maintained by such member banks by reason of any Regulatory
Change with respect to (i) any category of liabilities that includes deposits by
reference to which the LIBO Base Rate is to be determined as provided in the
definition of "LIBO Base Rate" in this Section 1.01 or (ii) any category of
extensions of credit or other assets that includes any Loan.

            "Shareholders Agreement" shall mean the Shareholders Agreement dated
as of November 30, 1993 by and among (a) Iusacell, (b) Bell Atlantic Latin
American Holdings, Inc., (c) Ing. Alejo Peralta y Diaz Ceballos, (d) Ing. Carlos
Peralta Quintero and (e) Grupo Industrial Iusa, S.A. de C.V., as in effect on
the date hereof.

            "Subordination Agreement" shall mean (a) a subordination agreement
substantially in the form of Exhibit F executed by The Chase Manhattan Bank,
Iusacell and the Agent (the "Chase Subordination Agreement") and (b) a
subordination agreement substantially in the form of Exhibit F executed by
FIUSA, S.A. de C.V., Iusacell and the Agent (the "FIUSA Subordination
Agreement").

            "Subsidiary" shall mean with respect to any Person (the "parent"),
any other Person a majority of the equity ownership having the right to vote, or
the capital stock (or other equity interest if such Person is not a
corporation), of which is at the time of determination owned, directly or
indirectly, by the parent or by one or more other Subsidiaries, or by the parent
and one or more other Subsidiaries.

            "Termination Date" shall mean the earlier of (a) July 31, 1997 and
(b) the date of the termination of the Commitments pursuant to Section 10 or
otherwise.

            "Total Debt" shall mean, as at any date of determination thereof,
Debt of Iusacell and its Consolidated Subsidiaries (determined on a consolidated
basis) on such date of determination; provided, however, that (a) Debt of any
member of the Iusacell Group owing to any affiliate of such member that is
subordinated on terms and conditions satisfactory to the Agent and (b) the 450
Authorization Fee Debt, in each case, shall be excluded from any determination
of Total Debt.

            "Variable Rate" shall mean, for any day, the higher of (a) the
Federal Funds Rate for such day plus 1/2 of 1% per annum and (b) the Prime Rate
for such day. Each change in any interest rate provided for herein based upon
the Variable Rate resulting from a change in the Variable Rate shall take effect
at the time of such change in the Variable Rate.

            "Variable Rate Loans" shall mean Loans that bear interest at rates
based on the Variable Rate.


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<PAGE>


            1.02 Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be furnished to the Bank hereunder shall be prepared, in accordance
with Mexican GAAP as in effect from time to time, applied on a basis consistent
with that used in the financial statements of Iusacell referred to in Section
9.01 hereof. To enable the ready and consistent determination of compliance with
the covenants set forth in Section 9 hereof, Iusacell will not change the last
day of their fiscal year from December 31, or the last days of the first three
fiscal quarters in each of its fiscal years from March 31, June 30 and September
30 of each year, respectively.

            Section 2. The Loans, Note and Prepayments.

            2.01 The Loans. (a) Each Bank severally agrees, on the terms and
conditions of this Agreement, to make loans to Iusacell in Dollars from time to
time during the Availability Period in an aggregate principal amount at any one
time outstanding up to but not exceeding the amount of the Available Commitment
of such Bank, as in effect from time to time (such loans being herein called the
"Loans").

      (b) The Available Commitment of each Bank is not revolving and a Loan may
not be repaid or prepaid and reborrowed unless such borrowing in made in
accordance with Section 2.01(d).

      (c) No more than six separate Interest Periods from each Bank may be
outstanding at any time.

      (d) Each Bank severally agrees, on the terms and conditions of this
Agreement, to make a new Loan to Iusacell concurrently with any optional
prepayment of the outstanding Loans pursuant to 2.04; provided that (i) the
principal amount of such Bank's new Loan shall not exceed the principal amount
of its outstanding Loan being concurrently prepaid and (ii) no Bank shall make a
new Loan unless its outstanding Loan is concurrently repaid in full. Each
Borrowing under this Section 2.01(d) shall be made from the several Banks
ratably in proportion to their respective Commitments.

            2.02 Applicable Lending Office. The Loans of each Bank shall be made
and maintained at the Applicable Lending Office of such Bank.

            2.03 Notes.

            (a) Each Eurodollar Loan of each Bank shall be evidenced by a
separate promissory note of Iusacell, substantially in the form of Exhibit A-1
hereto, dated the date such Eurodollar Loan is made, payable to such Bank in a
principal amount equal to the amount of such Eurodollar Loan, and issued by
Iusacell and guaranteed, por aval, by each Guarantor.


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<PAGE>
     

            (b) Each Variable Rate Loan of each Bank shall be evidenced by a
separate promissory note of Iusacell, substantially in the form of Exhibit A-2
hereto, dated the date such Variable Rate Loan is made, payable to such Bank in
a principal amount equal to the amount of such Variable Rate Loan, and issued by
Iusacell and guaranteed, por aval, by each Guarantor.

            (c) Each Bank shall be entitled to have the Notes substituted or
exchanged in connection with a permitted assignment of the Loans and Notes
pursuant to Section 12.06(b) hereof.

            2.04 Prepayments. Subject to Section 4.04 hereof, Iusacell shall
have the right to prepay the Loans at any time or from time to time, provided
that: (a) Iusacell shall give the Bank notice of each such prepayment as
provided in Section 4.05 hereof (and, upon the date specified in any such notice
of prepayment, the amount to be prepaid shall become due and payable hereunder);
and (b) upon any prepayment of the Loans other than on the last day of an
Interest Period therefor, Iusacell shall simultaneously make payment of any
amount under Section 5.05 hereof required as a result of such prepayment.

            2.05 Borrowings. Iusacell shall give the Agent notice of each
borrowing hereunder as provided in Section 4.05 hereof. Not later than 1:00 p.m.
New York time on the date specified for each borrowing of Loans hereunder, each
Bank shall make available the amount of the Loan or Loans to be made by it on
such date to the Agent, at account number NYAO-DI-900-9-000002 maintained by the
Agent with Chase at the Principal Office, in immediately available funds, for
account of Iusacell. The amount so received by the Agent shall, subject to the
terms and conditions of this Agreement, be made available to Iusacell by
depositing the same, in immediately available funds, in an account of Iusacell
maintained with Chase at the Principal Office designated by Iusacell.

            2.06 Changes of Commitment.

            (a) Iusacell shall have the right to terminate or reduce the
Commitments at any time or from time to time, provided that: (x) Iusacell shall
give notice of each such termination or reduction as provided in Section 4.05
hereof; and (y) each partial reduction of the Commitments shall be in an
aggregate amount at least equal to $5,000,000.

            (b) The Commitment of each Bank shall be automatically reduced on
the date of each Loan made by such Bank by the amount of such Loan.

            (c) The Commitment shall be automatically reduced to zero on the
Termination Date.

            (d) The Commitment once terminated or reduced may not be reinstated.

            2.07 Several Obligations; Remedies Independent. The failure of any
Bank to make any Loan to be made by it on the date specified therefor shall not
relieve any other Bank of its obligation to make its Loan on such date, but
neither any Bank nor the Agent shall be


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<PAGE>
     

responsible for the failure of any other Bank to make a Loan to be made by such
other Bank, and (except as otherwise provided in Section 4.06 hereof) no Bank
shall have any obligation to the Agent or any other Bank for the failure by such
Bank to make any Loan required to be made by such Bank. The amounts payable by
Iusacell at any time hereunder and under the Notes to each Bank shall be a
separate and independent debt and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Bank or the Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

            2.08 Commitment Fee. Iusacell shall pay to the Agent for account of
each Bank a commitment fee on the daily average unused amount of such Bank's
Available Commitment for the period from and including the date hereof to but
not including the earlier of the date such Available Commitment is terminated
and the Termination Date, at a rate per annum equal to 3/10 of 1%. Accrued
commitment fees shall be payable on March 31, 1996 and the Termination Date.

            Section 3. Payments of Principal and Interest.

            3.01 Repayment of the Loans. (a) Iusacell hereby promises to pay to
the Agent for the account of each Bank the entire outstanding principal of
amount of the Loans of such Bank, and each Loan shall mature, on the Termination
Date.

            (b) The Loans (together with accrued interest thereon) shall be
prepaid in full on the date (the "Offering Proceeds Receipt Date") that any
member of the Iusacell Group (the "Financing Proceeds Recipient") receives the
proceeds of a Financing; provided, however, that if the last day of the Interest
Period for any outstanding Eurodollar Loan is not the Offering Proceeds Receipt
Date, all such Eurodollar Loans (the "Offering Eurodollar Loans") shall not be
prepaid on the Offering Proceeds Receipt Date; provided, further, however, the
Financing Proceeds Recipient shall pay to the Agent on the Offering Proceeds
Receipt Date an amount (the "Collateral Amount") equal to the sum of (x) the
outstanding principal amount of all Offering Eurodollar Loans plus (y) all
interest accrued and unpaid interest from the first day of the Interest Period
for all Offering Eurodollar Loans to the Offering Proceeds Receipt Date and (z)
all interest on all Offering Eurodollar Loans that will accrue from the Offering
Proceeds Receipt Date to the last day of each Interest Period for such Offering
Eurodollar Loans. The Agent shall deposit the Collateral Amount into a
collateral account (bearing interest at such rate as the Agent and Iusacell
shall agree) under the sole control of the Agent. Upon the last day of the
Interest Period for each Offering Eurodollar Loan, the Agent shall use the
Collateral Amount to pay each such Offering Eurodollar Loan. Upon payment in
full of all Offering Eurodollar Loans (together with accrued interest thereon),
the Agent shall pay to Iusacell all remaining proceeds in such collateral
account.

            3.02 Interest. (a) Iusacell hereby promises to pay to the Agent for
the account of each Bank interest on the unpaid principal amount of each Loan
made by such Bank for the period from and including the date on which such Loan
is made to but excluding the date such Loan shall be paid in full, at the
following rates per annum: (i) for a variable Rate Loan, at a


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<PAGE>
     

variable rate per annum equal to the Variable Rate plus the Applicable Margin
and (ii) for a Eurodollar Loan, at a fixed rate equal to the LIBO Rate (as in
effect from time to time) plus the Applicable Margin. Notwithstanding the
foregoing, Iusacell hereby promises to pay to the Agent for the account of each
Bank interest at the applicable Post-Default Rate on any principal of any Loan
and on any other amount payable by Iusacell hereunder or under any Note held by
such Bank that shall not be paid in full when due (whether at stated maturity,
by acceleration or otherwise), for the period from and including the due date
thereof to but excluding the date the same is paid in full.

            (b) Accrued interest on any Loan shall be payable (i) on the last
day of each Interest Period therefor and (ii) upon the payment or prepayment
thereof (but only on the principal amount so paid or prepaid), except that
interest payable at the Post-Default Rate shall be payable from time to time on
demand.

            (c) Promptly after the determination of any interest rate provided
for herein or any change therein, the Agent shall give notice thereof to
Iusacell and the Banks.

            Section 4. Payments; Computations; Etc.

            4.01 Payments.

            (a) Except to the extent otherwise provided herein, all payments of
principal, interest and any other amounts to be made by Iusacell under this
Agreement and any Note shall be made in Dollars, in immediately available funds,
without deduction, set-off or counterclaim, to the Agent at the Principal
Office, not later than 1:00 p.m. New York time on the date on which such payment
shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day).

            (b) Iusacell shall, at the time of making each payment under this
Agreement or any Note for the account of any Bank, specify to the Agent (which
shall so notify the intended recipient thereof) the Loans or other amounts
payable by Iusacell hereunder to which such payment is to be applied (and in the
event that Iusacell fails to so specify, or if an Event of Default has occurred
and is continuing, the Agent may distribute such payment to the Banks for
application in such manner as it or the Majority Banks, subject to Section 4.02
hereof, may determine to be appropriate).

            (c) Each payment received by the Agent under this Agreement or any
Note for account of any Bank shall be paid by the Agent promptly to such Bank,
in immediately available funds, for account of such Bank's Applicable Lending
Office for the Loan or other obligation in respect of which such payment is
made.

            (d) If the due date of any payment under this Agreement or any Note
would otherwise fall on a day that is not a Business Day, such date shall be
extended to the next succeeding Business Day (unless such Business Day falls in
another calendar month, in which 


                                Credit Agreement










<PAGE>
     

case such Interest Period shall end on the next preceding Business Day) and
interest shall be payable for any principal so extended for the period of such
extension.

            4.02 Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each borrowing of Loans from the Banks under Section 2.01 hereof
shall be made from the relevant Banks, and each termination or reduction of the
amount of the Commitments under Section 2.06 hereof shall be applied to the
respective Commitments of the relevant Banks, pro rata according to the amounts
of their respective Commitments; (b) each payment or prepayment of principal of
Loans by Iusacell shall be made for account of the relevant Banks pro rata in
accordance with the respective unpaid principal amounts of the Loans held by
them; and (c) each payment of interest on Loans by Iusacell shall be made for
account of the relevant Banks pro rata in accordance with the amounts of
interest on such Loans then due and payable to the respective Banks.

            4.03 Computations. Interest on any Loan shall be computed on the
basis of a year of 360 days and actual days elapsed (including the first day but
excluding the last day) occurring in the period for which interest is payable.

            4.04 Minimum Amounts. Each borrowing or partial prepayment of
principal of Loans shall be in an amount at least equal to $3,000,000 or a
greater multiple of $1,000,000.

            4.05 Certain Notices. Notices by Iusacell to the Agent of
termination or reduction of the Commitments and of borrowings and prepayments of
Loans shall be irrevocable and shall be effective only if received by the Agent
not later than 10:00 a.m. New York time on the number of Business Days prior to
the date of the relevant termination, reduction, borrowing or prepayment
specified below:

                                                          Number of
                                                           Business
                        Notice                            Days Prior
                        ------                            ----------

            Termination or reduction
            of the Commitments                                  4

            Borrowing of Eurodollar Loans
            or Variable Rate Loans                              4

            Prepayment of Eurodollar Loans
            or Variable Rate Loans                              4

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing or
prepayment shall specify whether Loans comprising such borrowing or prepayment
are Eurodollar Loans or Variable Rate Loans and the amount (subject to Section
4.04 hereof) of each Eurodollar Loan or Variable Rate Loan 


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<PAGE>


to be borrowed or prepaid and the date of borrowing or prepayment (which shall
be a Business Day). The Agent shall promptly notify the Banks of the contents of
each such notice.

            4.06 Non-Receipt of Funds by the Agent. Unless the Agent shall have
been notified by a Bank or Iusacell (the "Payor") prior to the date on which the
Payor is to make payment to the Agent of (in the case of a Bank) the proceeds of
a Loan to be made by such Bank hereunder or (in the case of Iusacell) a payment
to the Agent for account of one or more of the Banks hereunder (such payment
being herein called the "Required Payment"), which notice shall be effective
upon receipt, that the Payor does not intend to make the Required Payment to the
Agent, the Agent may assume that the Required Payment has been made and may, in
reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient(s) on such date; and, if the Payor
has not in fact made the Required Payment to the Agent, the recipient(s) of such
payment shall, on demand, repay to the Agent the amount so made available
together with interest thereon in respect of each day during the period
commencing on the date (the "Advance Date") such amount was so made available by
the Agent until the date the Agent recovers such amount at a rate per annum
equal to the Federal Funds Rate for such day and, if such recipient(s) shall
fail promptly to make such payment, the Agent shall be entitled to recover such
amount, on demand, from the Payor, together with interest as aforesaid, provided
that if neither the recipient(s) nor the Payor shall return the Required Payment
to the Agent within three Business Days of the Advance Date, then, retroactively
to the Advance Date, the Payor and the recipient(s) shall each be obligated to
pay interest on the Required Payment as follows:

            (i) if the Required Payment shall represent a payment to be made by
      Iusacell to the Banks, Iusacell and the recipient(s) shall each be
      obligated retroactively to the Advance Date to pay interest in respect of
      the Required Payment at the Post-Default Rate (without duplication of the
      obligation of Iusacell under Section 3.02 hereof to pay interest on the
      Required Payment at the Post-Default Rate), it being understood that the
      return by the recipient(s) of the Required Payment to the Agent shall not
      limit such obligation of Iusacell under said Section 3.02 to pay interest
      at the Post-Default Rate in respect of the Required Payment and

            (ii) if the Required Payment shall represent proceeds of a Loan to
      be made by the Banks to Iusacell, the Payor and Iusacell shall each be
      obligated retroactively to the Advance Date to pay interest in respect of
      the Required Payment pursuant to Section 3.02 hereof, it being understood
      that the return by Iusacell of the Required Payment to the Agent shall not
      limit any claim Iusacell may have against the Payor in respect of such
      Required Payment.


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<PAGE>

            4.07 Sharing of Payments, Etc.

            (a) Iusacell agrees that, in addition to (and without limitation of)
any right of set-off, banker's lien or counterclaim a Bank may otherwise have,
each Bank shall be entitled, at its option (to the fullest extent permitted by
law), to set off and apply any deposit (general or special, time or demand,
provisional or final), or other indebtedness, held by it for the credit or
account of such Obligor at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of the Loans of such Bank
or any other amount payable to such Bank hereunder, that is not paid when due
(regardless of whether such deposit or other indebtedness are then due to
Iusacell), in which case it shall promptly notify Iusacell and the Agent
thereof, provided that such Bank's failure to give such notice shall not affect
the validity thereof.

            (b) If any Bank shall obtain from Iusacell payment of any principal
of or interest on any Loan owing to it or payment of any other amount under this
Agreement or any other Basic Document through the exercise of any right of
set-off, banker's lien or counterclaim or similar right or otherwise (other than
from the Agent as provided herein), and, as a result of such payment, such Bank
shall have received a greater percentage of the principal of or interest on the
Loans or such other amounts then due hereunder or thereunder by Iusacell to such
Bank than the percentage received by any other Bank, it shall promptly purchase
from such other Banks participations in (or, if and to the extent specified by
such Bank, direct interests in) such Loans or such other amounts, respectively,
owing to such other Banks (or in interest due thereon, as the case may be) in
such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Banks shall share the benefit of such excess
payment (net of any expenses that may be incurred by such Bank in obtaining or
preserving such excess payment) pro rata in accordance with the unpaid principal
of and/or interest on the Loans or such other amounts, respectively, owing to
each of the Banks. To such end all the Banks shall make appropriate adjustments
among themselves (by the resale of participations sold or otherwise) if such
payment is rescinded or must otherwise be restored.

            (c) Iusacell agrees that any Bank so purchasing such a participation
(or direct interest) may exercise all rights of set-off, banker's lien,
counterclaim or similar rights with respect to such participation as fully as if
such Bank were a direct holder of Loans or other amounts (as the case may be)
owing to such Bank in the amount of such participation.

            (d) Nothing contained herein shall require any Bank to exercise any
such right or shall affect the right of any Bank to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of Iusacell. If, under any applicable bankruptcy, insolvency or other
similar law, any Bank receives a secured claim in lieu of a set-off to which
this Section 4.07 applies, such Bank shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the
rights of the Banks entitled under this Section 4.07 to share in the benefits of
any recovery on such secured claim.


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<PAGE>
     

            Section 5. Yield Protection, Etc.

            5.01 Additional Costs.

            (a) Iusacell shall pay directly to each Bank from time to time such
amounts as such Bank may determine to be necessary to compensate such Bank for
any costs that such Bank determines are attributable to its making or
maintaining of any Loan or its obligation to make any Loan hereunder, or any
reduction in any amount receivable by such Bank hereunder in respect of any Loan
or such obligation (such increases in costs and reductions in amounts receivable
being herein called "Additional Costs"), in each case resulting from any
Regulatory Change that:

            (i) shall subject such Bank (or the Applicable Lending Office) to
      any tax, duty or other charge in respect of any Loan or any Note or
      changes the basis of taxation of any amounts payable to such Bank under
      this Agreement or any Note in respect of any Loan (excluding changes in
      the rate of tax on the overall net income of such Bank or of such
      Applicable Lending Office by the jurisdiction in which such Bank has its
      principal office or such Applicable Lending Office); or

            (ii) imposes or modifies any reserve, special deposit or similar
      requirements (other than the Reserve Requirement utilized in the
      determination of the LIBO Rate for such Loan) relating to any extensions
      of credit or other assets of, or any deposits with or other liabilities
      of, the Bank (including, without limitation, any Loan or any deposits
      referred to in the definition of "LIBO Base Rate" in Section 1.01 hereof),
      or any commitment of such Bank (including, without limitation, the
      Commitment of such Bank hereunder); or

            (iii) imposes any other condition affecting this Agreement or any
      Note (or any of such extensions of credit or liabilities) or its
      Commitment.

If any Bank requests compensation from Iusacell under this Section 5.01(a),
Iusacell may, by notice to such Bank (with a copy to the Agent), suspend the
obligation of such Bank thereafter to make Loans, until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 5.04 hereof shall be applicable), provided that such suspension shall
not affect the right of such Bank to receive the compensation so requested.

            (b) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), Iusacell shall pay directly to each Bank
from time to time on request such amounts as such Bank may determine to be
necessary to compensate such Bank (or, without duplication, the bank holding
company of which such Bank is a subsidiary) for any costs that it determines are
attributable to the maintenance by such Bank (or any Applicable Lending Office
or such bank holding company) pursuant to any law or regulation of any
jurisdiction or any interpretation, directive or request (whether or not having
the force of law and whether or not having the force of law and whether or not
failure to comply therewith would be unlawful) enacted after the date hereof of
any court or governmental or monetary authority of capital in 


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<PAGE>
     

respect of any Loan of such Bank or its Commitment hereunder (such compensation
to include, without limitation, an amount equal to any reduction of the rate of
return on assets or equity of such Bank (or any Applicable Lending Office or
such bank holding company) to a level below that which it could have achieved
but for such law, regulation, interpretation, directive or request).

            (c) Each Bank shall notify Iusacell of any event occurring after the
date hereof entitling such Bank to compensation under paragraph (a) or (b) of
this Section 5.01 as promptly as practicable, but in any event within 60 days
after it obtains actual knowledge thereof; provided that (i) if such Bank fails
to give such notice within 60 days after it obtains actual knowledge of such an
event, such Bank shall, with respect to compensation payable pursuant to this
Section 5.01 in respect of any costs resulting from such event, only be entitled
to payment under this Section 5.01 for costs incurred from and after the date 60
days prior to the date that such Bank does give such notice and (ii) such Bank
will designate a different Applicable Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the sole opinion of such Bank, be disadvantageous to such Bank, except that such
Bank shall have no obligation to designate an Applicable Lending Office located
in the United States of America. Each Bank will furnish to Iusacell a
certificate setting forth the basis and amount of each request by such Bank for
compensation under paragraph (a) or (b) of this Section 5.01. Determinations and
allocations by any Bank for purposes of this Section 5.01 of the effect of any
Regulatory Change pursuant to paragraph (a) or (b) of this Section 5.01 on its
costs or rate of return of maintaining any Loan or its obligation to make any
Loan, or on amounts receivable by it in respect of any Loan, and of the amounts
required to compensate the Bank under this Section 5.01, shall, absent manifest
error, be conclusive, provided that such determinations and allocations are made
on a reasonable basis.

            5.02 Limitation on LIBO Availability. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any LIBO Base
Rate for any Interest Period for any Eurodollar Loan:

            (a) the Agent determines (which determination shall be conclusive)
      that quotations of interest rates for the relevant deposits referred to in
      the definition of "LIBO Base Rate" in Section 1.01 hereof are not being
      provided in the relevant amounts or for the relevant maturities for
      purposes of determining rates of interest for such Loan as provided
      herein; or

            (b) the Majority Banks determine, which determination shall be
      conclusive, and notify the Agent that the relevant rates of interest
      referred to in the definition of "LIBO Base Rate" in Section 1.01 hereof
      upon the basis of which the rate of interest for such Loan for such
      Interest Period is to be determined are not likely adequately to cover the
      cost to such Banks of making or maintaining Loans for such Interest
      Period;

then the Agent shall give Iusacell and each Bank prompt notice thereof and, so
long as such condition shall remain in effect, the Banks shall be under no
obligation to make additional Eurodollar Loans, and Iusacell shall on the last
day of the then current Interest Periods for 


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outstanding Eurodollar Loans, either prepay such Eurodollar Loans or convert
such Eurodollar Loans into Variable Rate Loans.

            5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to honor its obligation to make or maintain Eurodollar Loans
(and, in the sole opinion of such Bank, the designation of a different
Applicable Lending Office would either not avoid such unlawfulness or would be
disadvantageous to such Bank), then such Bank shall promptly notify Iusacell
thereof (with a copy to the Agent), and so long as such condition shall remain
in effect, interest on each Loan of the obligation of such Bank to make or
maintain Eurodollar Loans shall be suspended (in which case the provisions of
Section 5.04 shall be applicable).

            5.04 Treatment of Affected Loans. If the obligation of any Bank to
make or maintain a Eurodollar Loan shall be suspended pursuant to Section 5.01
or 5.03 hereof, such Eurodollar Loan shall automatically be converted into a
Variable Rate Loan on the last day of the then current Interest Period for
Eurodollar Loans (or, in the case of a conversion required by Section 5.03, on
such earlier date as such Bank may specify to Iusacell with a copy to the Agent)
and unless and until such Bank gives notice as provided below that the
circumstances specified in Section 5.01 or 5.03 hereof that gave rise to such
conversion no longer exist:

            (a) all payments and prepayments of principal that would otherwise
      be applied to such Bank's Eurodollar Loans shall be applied instead to its
      Variable Rate Loans; and

            (b) all Loans that would otherwise be made by such Bank as
      Eurodollar Loans shall be made as Variable Rate Loans.

If such Bank gives notice to Iusacell with a copy to the Agent that the
circumstances specified in Section 5.01 or 5.03 hereof that gave rise to the
conversion of such Bank's Eurodollar Loans pursuant to this Section 5.04 no
longer exist (which such Bank agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans made by other Banks are
outstanding, such Bank's Variable Rate Loans shall be automatically converted,
on the first day of the next succeeding Interest Period for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Banks holding Eurodollar Loans and by such Bank are held
pro rata in accordance with their respective Commitments.

            5.05 Compensation. Iusacell shall pay to the Agent for the account
of each Bank, upon the request of such Bank through the Agent, such amount or
amounts as shall be sufficient (in the reasonable opinion of such Bank) to
compensate it for any loss, cost or expense that such Bank determines is
attributable to:

            (a) any payment or prepayment of any Eurodollar Loan for any reason
(including, without limitation, the acceleration of any Eurodollar Loan pursuant
to Section 10 hereof) on a date other than the last day of the Interest Period
for such Eurodollar Loan; or


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<PAGE>
     

            (b) any failure by Iusacell for any reason (including, without
limitation, the failure of any of the conditions precedent specified in Section
7 to be satisfied) to borrow a Eurodollar Loan on the date for such borrowing
specified in the relevant notice of borrowing given pursuant to Section 2.05.

Without limiting the effect of the preceding sentence, such compensation shall
include, with respect to any Eurodollar Loan, an amount equal to the excess, if
any, of (i) the amount of interest that otherwise would have accrued on the
principal amount so paid or prepaid for the period from the date of such payment
or prepayment to the last day of the then current Interest Period for such
Eurodollar Loan at the applicable rate of interest provided for herein over (ii)
the amount of interest that otherwise would have accrued on such principal
amount at a rate per annum equal to the interest component of the amount such
Bank would have bid in the London interbank market for Dollar deposits of
leading banks in amounts comparable to such principal amount and with maturities
comparable to such period (as reasonably determined by such Bank).

            5.06 Taxes.

            (a) All payments on account of the principal of and interest on any
Loan, fees and any and all other amounts payable hereunder or under the Notes by
Iusacell to or for the account of each Bank, including, without limitation,
amounts payable under paragraph (b) of this Section 5.06, shall be made free and
clear of and without reduction or liability for Mexican Taxes. Iusacell will pay
all Mexican Taxes, without charge to or offset against any amount due to any
Bank, prior to the date on which penalties attach thereto.

            (b) Iusacell shall indemnify each Bank against, and reimburse each
Bank on demand for, any Mexican Taxes and any loss, liability, claim or expense,
including interest, penalties and legal fees, that any Bank may incur at any
time arising out of or in connection with any failure of Iusacell to make any
payment of Mexican Taxes when due.

            (c) In the event that Iusacell is required by applicable law, decree
or regulation to deduct or withhold Mexican Taxes from any amounts payable on,
under or in respect of this Agreement or any Loan, Iusacell shall promptly pay
the Person entitled to such amount such additional amounts as may be required,
after the deduction or withholding of Mexican Taxes, to enable such Person to
receive from Iusacell on the due date thereof, an amount equal to the full
amount stated to be payable to such Person under this Agreement.

            (d) Iusacell shall furnish to the Agent, copies certified by the
Chief Financial Officer of Iusacell of official tax receipts in respect of each
payment of Mexican Taxes required under this Section 5.06, within 30 days after
the date such payment is made, and Iusacell shall promptly furnish to the Agent
any other information, documents and receipts that the Agent may reasonably
require to establish to its satisfaction that full and timely payment has been
made of all Mexican Taxes required to be paid under this Section 5.06.


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            Section 6. Guarantee.

            6.01 The Guarantee. Each of the Guarantors hereby jointly and
severally guarantees to each Bank and the Agent and their respective successors
and assigns the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the principal of and interest on the Loans made by
the Banks to, and the Notes held by each Bank of, Iusacell and any and all other
amounts due to the Banks or the Agent by Iusacell under this Agreement and under
the Notes and any of the other Basic Documents, in each case strictly in
accordance with the terms thereof (such obligations being herein collectively
called the "Guaranteed Obligations"). Each of the Guarantors hereby further
jointly and severally agrees that if Iusacell shall fail to pay in full when due
(whether at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, each of the Guarantors will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

            6.02 Obligations Unconditional. The obligations of the Guarantors
under Section 6.01 hereof are absolute and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the obligations of Iusacell under this Agreement, the Notes or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 6.02 that the obligations of the Guarantors
hereunder shall be absolute and unconditional, joint and several, under any and
all circumstances. Without limiting the generality of the foregoing, it is
agreed that the occurrence of any one or more of the following shall not alter
or impair the liability of the Guarantors hereunder which shall remain absolute
and unconditional as described above:

            (i) at any time or from time to time, without notice to the
      Guarantors, the time for any performance of or compliance with any of the
      Guaranteed Obligations shall be extended, or such performance or
      compliance shall be waived;

            (ii) any of the acts mentioned in any of the provisions of this
      Agreement or the Notes or any other agreement or instrument referred to
      herein or therein shall be done or omitted;

            (iii) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right under this Agreement
      or the Notes or any other agreement or instrument referred to herein or
      therein shall be waived or any other guarantee of any of the Guaranteed
      Obligations or any security therefor shall be released or exchanged in
      whole or in part or otherwise dealt with; or


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<PAGE>
     

            (iv) any lien or security interest granted to, or in favor of, the
      Agent or any Bank or Banks as security for any of the Guaranteed
      Obligations shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Agent or any
Bank exhaust any right, power or remedy or proceed against Iusacell under this
Agreement or the Notes or any other agreement or instrument referred to herein
or therein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

Each of the Guarantors hereby waives any right to which it may be entitled so
that:

            (a) Iusacell be sued first or claims be exhausted against Iusacell,
prior to a claim against any such Guarantor;

            (b) Iusacell's assets be used or applied prior to any rights being
exercised against the assets of any such Guarantor being applied or used in
satisfaction of any claims by the Banks or the Agent; and

            (c) Claims against the Guarantors be divided among Guarantors.

            6.03 Reinstatement. The obligations of the Guarantors under this
Section 6 shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of Iusacell in respect of the Guaranteed
Obligations is rescinded or must be otherwise restored by any holder of any of
the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise and the Guarantors jointly and severally agree
that they will indemnify the Agent and each Bank on demand for all reasonable
costs and expenses (including, without limitation, fees of counsel) incurred by
the Agent or such Bank in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

            6.04 Subrogation. The Guarantors hereby jointly and severally agree
that until the payment and satisfaction in full of all Guaranteed Obligations
and the expiration and termination of the Commitments of the Banks under this
Agreement they shall not exercise any right or remedy arising by reason of any
performance by them of their guarantee in Section 6.01 hereof, whether by
subrogation, contribution or otherwise, against Iusacell or any other guarantor
of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations. If any amount shall be paid to any Guarantor on account of such
subrogation, contribution or other rights at any time prior to the payment in
full of the Guaranteed Obligations, such amount shall be held in trust for the
benefit of the Banks and shall forthwith be paid to the Agent to be credited and
applied to the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms of this Agreement or to be held by the Agent as
collateral security for Guaranteed Obligations thereafter arising or coming due.


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<PAGE>
     

            6.05 Remedies. The Guarantors jointly and severally agree that, as
between the Guarantors and the Banks, the obligations of Iusacell under this
Agreement and the Notes may be declared to be forthwith due and payable as
provided in Section 10 hereof (and shall be deemed to have become automatically
due and payable in the circumstances provided in said Section 10) for purposes
of Section 6.01 hereof notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due
and payable) as against Iusacell and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by Iusacell) shall forthwith
become due and payable by the Guarantors for purposes of said Section 6.01.

            6.06 Instrument for the Payment of Money. Each Guarantor hereby
acknowledges that the guarantee in this Section 6 constitutes an instrument for
the payment of money, and consents and agrees that any Bank or the Agent, at its
sole option, in the event of a dispute by such Guarantor in the payment of any
moneys due hereunder, shall have the right to bring motion-action under New York
CPLR Section 3213.

            6.07 Continuing Guarantee. The guarantee in this Section 6 is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

            Section 7. Conditions Precedent.

            Section 7.01. Initial Loan. The obligation of any Bank to make its
initial Loan hereunder is subject to the conditions precedent that (i) such Loan
shall be made on or before February 29, 1996 and (ii) the Agent shall have
received on or before the Closing Date the following documents (with, in the
case of clauses (a), (b) and (c) below, sufficient copies for each Bank), each
of which shall be satisfactory to the Agent (and to the extent specified below,
to each Bank) in form and substance:

            (a) Corporate Documents. Certified copies of the estatutos sociales
      (or equivalent documents) of each Obligor and of all corporate authority
      for each Obligor (including, without limitation, board of directors
      resolutions, notarized and certified copies of powers of attorney and
      evidence of the incumbency of officers) with respect to the execution,
      delivery and performance of each of the Basic Documents to which such
      Obligor is a party and each other document to be delivered by such Obligor
      from time to time in connection herewith and any Loan hereunder (and the
      Agent and each Bank may conclusively rely on such certificate until it
      receives notice in writing from Iusacell to the contrary).

            (b) Officers' Certificate. An Officers' Certificate from each
      Obligor, dated the Closing Date, to the effect set forth in Section
      7.02(a), (b) and (c).

            (c) Opinions of Counsel to Iusacell. An opinion, dated the Closing
      Date, of (i) Rogers & Wells, special New York counsel to the Obligors,
      substantially in 


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<PAGE>
     

      the form of Exhibit B hereto, and (ii) Mr. Carlos Gutierrez, counsel to
      the Obligors, substantially in the form of Exhibit C hereto, and in each
      case covering such other matters as the Agent or any Bank may reasonably
      request (and each Obligor hereby instructs such counsel to deliver such
      opinion to the Agent and each Bank).

            (d) Notes. The Note for each Bank evidencing the Loan made by such
      Bank, duly completed and executed.

            (e) Pledge Agreement. The Pledge Agreement, duly executed and
      delivered by Iusacell and the Agent and the certificates identified under
      the Schedule thereto. In addition, Iusacell shall have taken such other
      action as the Agent shall have requested in order to perfect the security
      interests created pursuant to the Pledge Agreement.

            (f) Subordination Agreement. The Subordination Agreement, duly
      executed and delivered by each Merrill Lynch International Bank, LTD,
      Iusacell and the Agent.

            (g) Process Agent Acceptance and Power of Attorney. A Process Agent
      Acceptance, duly executed and delivered by the Process Agent, in
      substantially the form of Exhibit D hereto and a notarized power of
      attorney appointing such process agent for each Obligor.

            (h) Offering Letter Agreement. A letter agreement, duly executed and
      delivered by Iusacell and the Agent, defining material adverse market
      conditions with respect to the Offering.

            (i) Other Documents. Such other documents as the Agent or any Bank
      or special New York counsel to Chase may reasonably request.

            The obligation of any Bank to make its initial Loan hereunder is
also subject to the payment by Iusacell of (x) such fees as Iusacell shall have
agreed to pay to any Bank or any affiliate thereof or the Agent in connection
herewith and (y) such out-of-pocket expenses as Iusacell shall have agreed to
pay or deliver to the Agent in connection herewith, including, without
limitation, the reasonable fees and expenses of external legal counsel for Chase
and the allocated costs of its internal legal department in connection with the
negotiation, preparation, execution and delivery of this Agreement (to the
extent that statements for such counsel fees and expenses have been delivered to
Iusacell).

            Section 7.02. Initial Loan and Subsequent Loans. The obligation of
any Bank to make any Loan hereunder is also subject to the further conditions
precedent that on the date of such Loan, both immediately prior to the making of
such Loan and also after giving effect thereto and to the intended use thereof:

            (a) no Default shall have occurred and be continuing;

            (b) the representations and warranties made by each Obligor in
Section 8 hereof shall be true and correct on and as of such date of borrowing
with the same force and effect as 


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<PAGE>



if made on and as of such date of borrowing (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date);

            (c) no Material Adverse Change has occurred with respect to such
Loan; and

            (d) such Bank shall have received the Note evidencing such Loan,
duly executed and completed.

            Section 8. Representations and Warranties. Each Obligor represents
and warrants to the Agent and each Bank that:

            8.01 Corporate Existence. Each of the Obligors and its Subsidiaries:
(a) is a corporation duly organized and validly existing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now
conducted; and (c) is qualified to do business as a foreign corporation and is
in good standing in all jurisdictions in which the nature of the business
conducted by it makes such qualification necessary and where failure so to
qualify could reasonably be expected (either individually or in the aggregate)
to have a Material Adverse Effect.

            8.02 Financial Condition. (a) Iusacell has heretofore furnished to
each of the Banks consolidated and consolidating balance sheets of Iusacell and
its Subsidiaries as at December 31, 1994 and the related consolidated statements
of income, changes in capital accounts and cash flows of Iusacell and its
Subsidiaries for the fiscal year ended on said date, with the opinion thereon
(in the case of said consolidated balance sheet and statements) of Mancera,
S.C., and the unaudited consolidated balance sheets of Iusacell and its
Subsidiaries as at September 30, 1995 (and, separately stated, of Iusacell
alone) and the related consolidated statements of income, changes in capital
accounts and cash flows of Iusacell and its Subsidiaries (and, separately
stated, of Iusacell alone) for the nine-month period ended on such date.

            (b) All such financial statements are complete and correct and
fairly present the respective consolidated or individual financial condition of
the respective entities as at said dates and the consolidated or individual
results of operations for the fiscal year and nine-month period ended on said
dates (subject, in the case of such financial statements as at September 30,
1995, to normal year-end audit adjustments), all in accordance with Mexican GAAP
applied on a consistent basis. None of said entities has on the date hereof any
material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in said balance
sheets as at said dates. Since September 30, 1995, there has been no material
adverse change in the consolidated financial condition, operations or business
of Iusacell and its Subsidiaries taken as a whole, from that set forth in said
financial statements as at said date.

            8.03 Litigation. There are no legal or arbitral proceedings, or any
proceedings by or before any governmental or regulatory authority or agency, now
pending or (to the knowledge of any Obligor) threatened against the Obligors or
any of their Subsidiaries that, if


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<PAGE>
     

adversely determined could (either individually or in the aggregate) reasonably
be expected to have a Material Adverse Effect.

            8.04 No Breach. None of the execution and delivery of this Agreement
or any Note, the consummation of the transactions herein and therein
contemplated or compliance with the terms and provisions hereof and thereof will
conflict with or result in a breach of, or require any consent under, the
estatutos sociales (or equivalent documents) of the Obligors, or any applicable
law or regulation (including, without limitation, regulations of the Central
Bank of Mexico), or constitutional provision, or any order, writ, injunction or
decree of any court or governmental authority or agency, or any agreement or
instrument to which any Obligor or any of its Subsidiaries is a party or by
which any of them or any of their assets is bound or to which any of them is
subject, or constitute a default under any such agreement or instrument, or
result in the creation or imposition of any Lien upon any assets of any Obligor
or any of its Subsidiaries pursuant to the terms of any such agreement or
instrument.

            8.05 Action. Each Obligor has all necessary corporate power,
authority and legal right to execute, deliver and perform its obligations under
each of the Basic Documents; the execution, delivery and performance by each
Obligor of each of the Basic Documents to which it is a party have been duly
authorized by all necessary corporate action on its part (including, without
limitation, any required shareholder approvals); and this Agreement has been
duly and validly executed and delivered by each Obligor and constitutes, and
each Note (when executed and delivered for value) will constitute, its legal,
valid and binding obligation, enforceable against each Obligor in accordance
with its terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors' rights and (b) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

            8.06 Approvals. (a) No authorizations, approvals or consents of
(including any exchange control approval), and no filings or registrations with,
any governmental or regulatory authority or agency (including, without
limitation, the Export-Import Bank of the United States of America), or any
securities exchange, are necessary for the execution, delivery or performance by
any Obligor of the Basic Documents or for the legality, validity or
enforceability hereof or thereof, other than such approvals or consents that
have been already obtained.

            (b) The Obligors have obtained all concessions, licenses, permits,
authorizations or other forms of permission which under Mexican law are
necessary or advisable for operating and maintaining a wireless communications
business and no Obligor is in violation of any valid rights of others with
respect to any of the foregoing.

            8.07 Legal Form. Each Basic Document is in proper legal form under
the law of Mexico for the enforcement thereof against each Obligor party thereto
under such law, and if such Basic Document were stated to be governed by such
law, it would constitute the legal, valid and binding obligation of each Obligor
party thereto under such law, enforceable in accordance with its terms. All
formalities required in Mexico for the validity and enforceability


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<PAGE>
     

of each Basic Document (including, without limitation, any necessary
registration, recording or filing with any court or other authority in Mexico)
against each Obligor have been accomplished, and no Mexican Taxes are required
to be paid and no notarization is required, for the validity and enforceability
thereof, except that in the event that any legal proceedings are brought in the
courts of Mexico, a Spanish translation of the documents required in such
proceedings prepared by a court approved translator would have to be approved by
the court after the defendant had been given an opportunity to be heard with
respect to the accuracy of the translation, and proceedings would thereafter be
based upon the translated documents.

            8.08 Ranking. Each Basic Document and the obligations evidenced
hereby are and will at all times be direct and unconditional general obligations
of each Obligor party thereto, and rank and will at all times rank in right of
payment and otherwise at least pari passu with all other unsecured Debt of the
Obligors, whether now existing or hereafter outstanding. There exists no Lien
(including any Lien arising out of any attachment, judgment or execution), nor
any segregation or other preferential arrangement of any kind, on, in or of the
assets or revenues of Iusacell, other than (a) Liens set forth in Part B of
Schedule I hereto and (b) Liens of the type permitted under clauses (ii) through
(v), inclusive, of Section 9.09 hereof.

            8.09 Commercial Activity; Absence of Immunity. Each Obligor is
subject to civil and commercial law with respect to its obligations under the
Basic Documents to which it is a party. The execution, delivery and performance
by each Obligor of the Basic Documents to which it is a party constitute private
and commercial acts rather than public or governmental acts. None of the
Obligors nor any of their respective assets or revenues is entitled to any right
of immunity in any jurisdiction from suit, court jurisdiction, judgment,
attachment (whether before or after judgment), set-off or execution of a
judgment or from any other legal process or remedy relating to the obligations
of such Obligor under the Basic Documents to which it is a party except that an
investor that is a foreign investor may not hold a majority of the equity
securities of any corporation operating cellular concessions unless such
investor has received the approval of the Mexican government.

            8.10 Taxes. (a) Iusacell and its Subsidiaries have filed all
material tax returns that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by
Iusacell or any of its Subsidiaries. The charges, accruals and reserves on the
books of Iusacell and its Subsidiaries in respect of taxes and other
governmental charges are, in the opinion of Iusacell, adequate, except for taxes
and assessments that are being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained.

            (b) On and as of the date hereof, none of this Agreement or any
Note, or the execution or delivery by Iusacell of this Agreement or any Note, is
subject to any Mexican Taxes, and no payment to be made by Iusacell under this
Agreement or the Notes is subject to any Mexican Taxes, other than withholding
taxes at a rate not exceeding 4.9%.


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<PAGE>


            8.11 Investment Company Act. None of the Obligors nor any of their
respective Subsidiaries is an "investment company", or a company "controlled" by
an "investment company", within the meaning of the Investment Company Act of
1940, as amended.

            8.12 Public Utility Holding Company Act. None of the Obligors nor
any of their respective Subsidiaries is a "holding company", or an "affiliate"
of a "holding company" or a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

            Section 9. Covenants. Each Obligor covenants and agrees with the
Agent and each Bank that, so long as any Loan is outstanding and until payment
in full of all amounts payable by Iusacell hereunder, such Obligor will perform
such of the following covenants as are applicable to it:

            9.01 Financial Statements, Etc. Iusacell shall deliver to each Bank:

            (a) as soon as available and in any event within 60 days after the
      end of each quarterly fiscal period of each fiscal year of Iusacell
      (except that in the case of the fourth quarterly fiscal period of each
      fiscal year, such delivery shall be 75 days after the end of such fiscal
      period), consolidated and consolidating statements of income, changes in
      capital accounts and cash flows of Iusacell and its Subsidiaries (and,
      separately stated, of Iusacell alone) for such period and for the period
      from the beginning of the respective fiscal year to the end of such
      period, and the related consolidated balance sheets of Iusacell and its
      Subsidiaries (and, separately stated, of Iusacell alone) as at the end of
      such period, setting forth in each case in comparative form the
      corresponding consolidated (or, as the case may be, separately stated)
      figures for the corresponding periods in the preceding fiscal year (except
      that, in the case of balance sheets, such comparison shall be to the last
      day of the prior fiscal year), accompanied by a certificate of the Chief
      Financial Officer of Iusacell, which certificate shall state that said
      financial statements fairly present the consolidated financial condition
      and results of operations of Iusacell and its Subsidiaries (or, as the
      case may be, the separate unconsolidated financial condition and results
      of operations of Iusacell alone), in each case in accordance with Mexican
      GAAP, consistently applied, as at the end of, and for, such period
      (subject to normal year-end audit adjustments);

            (b) as soon as available and in any event within 120 days after the
      end of each fiscal year of Iusacell, consolidated statements of income,
      changes in capital accounts and cash flows of Iusacell and its
      Subsidiaries (and, separately stated, of Iusacell alone) for such fiscal
      year, and the related consolidated balance sheets of Iusacell and its
      Subsidiaries (and, separately stated, of Iusacell alone) as at the end of
      such fiscal year, setting forth in each case in comparative form the
      corresponding consolidated (or, as the case may be, separately stated)
      figures for the preceding fiscal year, and accompanied (i) in the case of
      said consolidated statements and balance sheets, by an opinion thereon of
      independent certified public accountants of recognized national standing,
      which opinion shall state that said consolidated financial statements
      fairly present the 


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      consolidated financial condition and results of operations of Iusacell and
      its Subsidiaries as at the end of, and for, such fiscal year in accordance
      with Mexican GAAP and (ii) in the case of said separately stated
      statements and balance sheets, by a certificate of the Chief Financial
      Officer of Iusacell, which certificate shall state that said separately
      stated financial statements of Iusacell fairly present the unconsolidated
      financial condition and results of operations of each Obligor, in each
      case in accordance with Mexican GAAP, consistently applied, as at the end
      of, and for, such fiscal year;

            (c) promptly upon the filing by Iusacell with a securities exchange
      on which any debt or equity securities of Iusacell may be listed, copies
      of all financial statements, reports and proxy statements so mailed or
      filed;

            (d) promptly after any Obligor knows or has reason to believe that
      any Default has occurred, a notice of such Default describing the same in
      reasonable detail and, together with such notice or as soon thereafter as
      possible, a description of the action that such Obligor has taken or
      proposes to take with respect thereto; and

            (e) from time to time such other information regarding the financial
      condition, operations, business or prospects of the Obligors or any of its
      Subsidiaries as any Bank or the Agent may reasonably request.

Iusacell will furnish to each Bank, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of
the Chief Financial Officer of Iusacell (i) to the effect that no Default has
occurred and is continuing (or, if any Default has occurred and is continuing,
describing the same in reasonable detail and describing the action that Iusacell
has taken or proposes to take with respect thereto) and (ii) setting forth in
reasonable detail the computations necessary to determine whether as of the end
of the respective quarterly fiscal period or fiscal year Iusacell is in
compliance with Sections 9.15 and 9.17 hereof.

            9.02 Litigation. The Obligors will promptly give to each Bank notice
of all legal or arbitral proceedings, and of all proceedings by or before any
governmental or regulatory authority or agency, and any material development in
respect of such legal or other proceedings, affecting any Obligor or any of its
Subsidiaries, except proceedings that, if adversely determined, could not
(either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect.

            9.03 Maintenance of Properties. Each Obligor will cause all
properties used or useful and necessary in the conduct of its business or the
business of any Subsidiary of Iusacell to be maintained and kept in good
condition, repair and working order, ordinary wear and tear excepted.

            9.04 Existence. Each Obligor will do or cause to be done all things
necessary to preserve and keep in full force and effect its and each
Subsidiary's respective existence, rights (charter and statutory), franchises;
provided, however, that such Obligor shall not be required


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to preserve any such right or franchise if the failure to do so would not result
in a Material Adverse Effect.

            9.05 Compliance with Laws and Other Agreements. Each Obligor will,
and will cause each of its Subsidiaries to, comply with all applicable laws,
rules, regulations, orders and directions of any governmental agency having
jurisdiction over it or its business and all covenants and other obligations
contained in any agreements to which each is a party, except where the failure
to so comply could not reasonably be expected to have a Material Adverse Effect.

            9.06 Insurance. Each Obligor will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, and with respect to assets and risks of a character usually
maintained by corporations engaged in the same or similar business similarly
situated, against loss, damage and liability of the kinds and in the amounts
customarily maintained by such corporations.

            9.07 Restricted Transactions. None of the Obligors will enter into
any transaction of merger or consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution); provided,
however, that (a) Iusacell may merge or consolidate with another Person if,
immediately after giving effect to such consolidation or merger, (i) Bell
Atlantic owns 30% or more of the voting stock of Iusacell; (ii) the
supermajority voting rights of Bell Atlantic with respect to stock of Iusacell
have not been terminated or modified in any respect; and (iii) no Default or
Event of Default shall have occurred or be continuing; (b) Iusacell may merge or
consolidate with a Subsidiary if Iusacell is the surviving entity of such merger
or consolidation and immediately after giving effect to such merger of
consolidation, no Default or Event of Default shall have occurred or be
continuing; and (c) any Guarantor may merge with any other Subsidiary of
Iusacell if a Guarantor is the surviving entity of such merger or consolidation
and immediately after giving effect to such merger of consolidation, no Default
or Event of Default shall have occurred or be continuing.

            9.08 Debt. Iusacell will not, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist any Debt except:

            (a)   Debt to the Banks hereunder;

            (b)   Debt outstanding on the date hereof and listed in Part A of
                  Schedule I hereto;

            (c)   Debt of Subsidiaries of Iusacell to Iusacell or to other
                  Subsidiaries of Iusacell;

            (d)   450 Authorization Fee Debt;

            (e)   Northern Telecom Debt; and

            (f)   Debt secured by Liens permitted by Section 9.12(vii) and (ix).


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            9.09 Investments. No Obligor will, nor will it permit any of its
Subsidiaries to, make or permit to remain outstanding any Investments except:

            (a)   Investments outstanding on the date hereof and identified in
                  Schedule II hereto;

            (b)   operating deposit accounts with banks;

            (c)   Permitted Investments;

            (d)   Investments by the Guarantors in Iusacell;

            (e) Investments by Iusacell and its Subsidiaries in capital stock of
Subsidiaries of Iusacell to the extent outstanding on the date of the financial
statements of Iusacell and its Subsidiaries referred to in Section 8.02 hereof
and advances by Iusacell and its Subsidiaries to Subsidiaries of Iusacell in the
ordinary course of business (such advances include, without limitation, advances
to finance the Capital Expenditures of Iusatel, S.A. de C.V. and its
Subsidiaries permitted by Section 9.18);

            (f) loans or advances by any member of the Iusacell Group in the
ordinary course of business to officers and employees, provided that the
aggregate amount of all such loans and advances outstanding at any time shall
not exceed $550,000;

            (g) loans in the ordinary course of business to any Person which is
a customer of Iusacell or any Subsidiary, provided that the aggregate amount of
all such loans outstanding at any time shall not exceed $135,000; and

            (h) additional Investments up to but not exceeding $10,000,000 in
the aggregate.

            9.10 Dividend Payments. (a) Iusacell will not declare or make any
Dividend Payment at any time.

            (b) Nothing in this Section 9.10 shall be deemed to prohibit the
payment of dividends to Iusacell by any Subsidiary of Iusacell.

            9.11 Asset Disposition. Iusacell will not, nor will it permit any of
its Subsidiaries to, sell, lease or otherwise dispose of its assets (including
the stock of any Subsidiary), other than (A) between or among Iusacell and one
or more Subsidiaries of Iusacell, (B) inventory, trade receivables or other
assets or properties sold or otherwise transferred in the ordinary course of
business and (C) equipment no longer used or useful and necessary in the conduct
of its business.

            9.12 Negative Pledge. Iusacell will not, nor will it permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect


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to any property or asset of Iusacell, whether now owned or held or hereafter
acquired, other than the following Liens ("Permitted Liens"):

            (i) Liens in favor of the Agent created pursuant to the Pledge
      Agreement;

            (ii) any Lien in existence as of the date of this Agreement;

            (iii) Liens for taxes, assessments and other governmental charges
      the payment of which is being contested in good faith by appropriate
      proceedings promptly initiated and diligently conducted and for which such
      reserves or other appropriate provisions, if any, as shall be required by
      Mexican GAAP, shall have been made;

            (iv) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics and materialmen incurred in the ordinary course of
      business for sums not yet due or the payment of which is being contested
      in good faith by appropriate proceedings promptly initiated and diligently
      conducted and for which such reserves or other appropriate provision, if
      any, as shall be required by Mexican GAAP, shall have been made;

            (v) Liens incurred or deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      and other types of social security;

            (vi) any attachment or judgment Lien, unless the judgment it secures
      shall not, within 60 days after the entry thereof, have been discharged or
      execution thereof stayed pending appeal, or shall not have been discharged
      within 60 days after the expiration of any such stay;

            (vii) any Lien on any asset, including, without limitation, capital
      stock or other securities (an "Encumbered Asset"), securing Debt incurred
      to finance all or any part of the purchase price of such Encumbered Asset
      or any portion of the cost of constructing, developing, altering or
      improving such Encumbered Asset; provided that such Lien (i) attaches
      solely to such Encumbered Asset or an improvement thereon or property
      which was acquired for specific use in connection with the Encumbered
      Asset and (ii) shall have been created during the period that such
      Encumbered Asset was being acquired, constructed, developed, altered or
      improved or concurrently with or within 120 days after the acquisition,
      construction, development, alteration or improvement thereof;

            (viii) any Lien on any property securing an extension, renewal or
      refunding of Debt secured by a Lien referred to in (ii) or (vii) above,
      provided that such new Lien is limited to the asset which was subject to
      the prior Lien immediately before such extension, renewal or refunding
      and, provided further, that the principal amount of Debt secured by the
      prior Lien is not increased immediately before or in contemplation of or
      in connection with such extension, renewal, refunding or replacement; and


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            (ix) in addition to the Liens permitted by the foregoing, Liens
      securing Debt of Iusacell not in excess of $2,000,000 in aggregate
      principal amount outstanding at any time of determination.

            9.13 Governmental Approvals; Material Concessions. (a) Iusacell
agrees that it will promptly obtain from time to time at its own expense all
such governmental licenses, authorizations, consents, permits and approvals as
may be required for Iusacell to comply with its obligations under the Basic
Documents.

            (b) The Iusacell Group shall preserve and keep in full force and
effect all Material Concessions and shall comply with the Material Terms and
Conditions of all Material Concessions.

            9.14 Transactions with Affiliates. No Obligor will enter into any
transaction, including, without limitation, the purchase, sale or exchange of
property or the rendering of any service, with any affiliate or permit any of
its Subsidiaries to enter into any transaction, including, without limitation,
the purchase, sale or exchange of property or the rendering of any service, with
any affiliate, except in the ordinary course of and pursuant to the reasonable
requirements of such Obligor's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to such Obligor or such Subsidiary than would
obtain in a comparable arm's length transaction with a Person not an affiliate.

            9.15 Wireless Gross Revenues. Iusacell will cause at least 90% of
the Gross Revenues of Iusacell and its Consolidated Subsidiaries (determined on
a consolidated basis) to be derived from its wireless communications business.

            9.16 Cash Flow. Iusacell will not, and will not permit any of its
Subsidiaries to, enter into any agreement that would prohibit or otherwise limit
the payment by any Subsidiary of any dividend to, or Investment by any
Subsidiary in, Iusacell.

            9.17 Certain Financial Covenants.

            (a) Leverage Ratio. Iusacell will not permit the Leverage Ratio at
any time to exceed 7.0 to 1.

            (b) Interest Coverage Ratio. Iusacell will not permit the Interest
Coverage Ratio at any time to be less than 1.5 to 1.

            (c) Maximum Permitted Indebtedness. Total Debt shall not at any time
exceed $215,000,000.


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            9.18 Limitation on Capital Expenditures by Iusatel S.A. de C.V. .
Iusacell shall not permit Iusatel S.A. de C.V. and its Subsidiaries to incur
Capital Expenditures in excess of $28,000,000. For the purposes of this Section
9.18, "Capital Expenditures" shall mean, for any period, expenditures
(including, without limitation, the aggregate amount of obligations under
Capital Leases incurred during such period) made by Iusatel S.A. de C.V. or any
of its Subsidiaries to acquire or construct fixed assets, plant and equipment
(including renewals, improvements and replacements, but excluding repairs)
during such period computed in accordance with GAAP.

            Section 10. Events of Default. If one or more of the following
events (herein called "Events of Default") shall occur and be continuing:

            (a) Iusacell shall (i) default in the payment when due (whether at
      stated maturity or upon prepayment) of any principal of any Loan or (ii)
      default in the payment when due (whether at stated maturity or upon
      prepayment) of any interest on any Loan, any fee or any other amount
      payable by it hereunder or under any Note and such default shall continue
      for three days; or

            (b) Iusacell shall fail to pay when due (whether at maturity, upon
      redemption or acceleration or otherwise) the principal of any indebtedness
      for money borrowed in excess, individually or in the aggregate, of
      $5,000,000 (or the equivalent thereof in other currencies, translated at
      the Market Exchange Rate on the date an Event of Default is to be
      declared); or any event specified in any note, agreement, indenture or
      other document evidencing or relating to any such indebtedness shall occur
      if the effect of such event is to cause, or (with the giving of any notice
      or the lapse of time or both) to permit the holder or holders of such
      indebtedness (or a trustee or agent on behalf of such holder or holders)
      to cause, such indebtedness to become due, or to be prepaid in full
      (whether by redemption, purchase, offer to purchase or otherwise), prior
      to its stated maturity; or

            (c) Any representation, warranty or certification made or deemed
      made herein (or in any modification or supplement hereto) or any other
      Basic Document by any Obligor, or any certificate furnished to the Bank
      pursuant to the provisions of any Basic Document, shall prove to have been
      false or misleading as of the time made or furnished in any material
      respect; or

            (d) Iusacell shall default in the performance of any of its
      obligations under any of Sections 9.07, 9.08 or 9.09 hereof; or Iusacell
      shall default in the performance of any of its other obligations in this
      Agreement or any other Basic Document and such default shall continue
      unremedied for a period of thirty or more days after notice thereof to
      Iusacell by the Agent; or

            (e) Any of Iusacell or its Subsidiaries shall admit in writing its
      inability to, or be generally unable to, pay its debts as such debts
      become due; or


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            (f) Any of Iusacell or its Subsidiaries shall (i) apply for or
      consent to the appointment of, or the taking of possession by, a receiver,
      custodian, trustee, sindico, examiner or liquidator of itself or of all or
      a substantial part of its assets, (ii) make a general assignment for the
      benefit of its creditors, (iii) commence a voluntary case under the
      Mexican bankruptcy law, (iv) file a petition seeking to take advantage of
      any other law relating to bankruptcy, insolvency, reorganization,
      liquidation, dissolution, suspension of payments, arrangement or
      winding-up, or composition or readjustment of debts, (v) fail to
      controvert in a timely and appropriate manner, or acquiesce in writing to,
      any petition filed against it in an involuntary case under any applicable
      bankruptcy law, (vi) take any corporate action for the purpose of
      effecting any of the foregoing or (vii) do the equivalent of any of the
      foregoing under the laws of the United States of America; or

            (g) A proceeding or case shall be commenced, without the application
      or consent of Iusacell or any of its Subsidiaries, in any court of
      competent jurisdiction, seeking (i) its reorganization, liquidation,
      dissolution, suspension of payments, arrangement or winding-up, or the
      composition or readjustment of its debts, (ii) the appointment of a
      receiver, custodian, trustee, sindico, examiner, liquidator or the like of
      Iusacell, any of its Subsidiaries or of all or any substantial part of
      their respective assets or (iii) similar relief in respect of Iusacell or
      any of its Subsidiaries under any law relating to bankruptcy, insolvency,
      reorganization, suspension of payments, winding-up, or composition or
      adjustment of debts, and such proceeding or case shall continue
      undismissed, or an order, judgment or decree approving or ordering any of
      the foregoing shall be entered and continue unstayed and in effect, for a
      period of 60 or more days; or an order for relief against Iusacell or any
      of its Subsidiaries shall be entered in an involuntary case under any
      applicable bankruptcy law; or the equivalent of any of the foregoing shall
      occur under the laws of the United States of America; or

            (h) Final judgments or orders for the payment of money in excess of,
      individually or in the aggregate, $5,000,000 (or the equivalent thereof in
      other currencies, translated at the Market Exchange Rate on the date an
      Event of Default is to be declared) shall be rendered against Iusacell or
      any of its Subsidiaries and such judgment or order shall continue
      unsatisfied and not stayed, bonded, vacated or suspended by agreement with
      the beneficiary thereof for a period of sixty (60) days; or

            (i) Any governmental authority shall take any action to condemn,
      seize, nationalize or appropriate any substantial portion of the assets of
      Iusacell or any of its Subsidiaries (either with or without payment of
      compensation) or shall take any action that, in the opinion of the
      Majority Banks, adversely affects the ability of Iusacell to perform its
      obligations under this Agreement or any Note; or Iusacell or any of its
      Subsidiaries shall be prevented from exercising normal control over all or
      a substantial part of its assets (and the same shall continue for 30 or
      more days); or

            (j) After the execution and delivery of this Agreement by Iusacell,
      the Agent and the Banks, (i) Mexico or any competent authority thereof
      shall declare a moratorium on 


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      the payment of indebtedness by Mexico or any governmental agency or
      authority thereof or corporations therein, or Mexico shall cease to be a
      member in good standing of the International Monetary Fund or shall cease
      to be eligible to utilize the resources of the International Monetary Fund
      under the Articles of Agreement thereof, or the international monetary
      reserves of Mexico shall become subject to any Lien and (ii) Iusacell has
      not delivered to the Agent evidence in form and substance satisfactory to
      the Banks that Iusacell is permitted under all applicable laws, rules and
      regulations to pay its obligations under the Basic Documents in accordance
      with their respective terms from the assets or revenues of Iusacell and/or
      its affiliates which are located in the United States of America and
      denominated in Dollars; or

            (k) A Change of Control shall occur;

            (l) (x) The Pledge Agreement shall at any time after its execution
      and delivery and for any reason cease: (A) to create a valid and perfected
      Lien on the collateral intended to be covered thereby, free and clear of
      all other Liens or it shall be determined that a third party has better
      rights with respect to such collateral; or (B) to be in full force and
      effect or shall be declared null and void, (y) the validity or the
      enforceability of the Pledge Agreement shall be contested by Iusacell or
      Iusacell shall deny it has any further liability or obligation under the
      Pledge Agreement or (z) Iusacell shall fail to perform any of its
      obligations under the Pledge Agreement; or

            (m) (x) The guaranty by the Guarantors pursuant to Article 6 (the
      "Guarantee") shall at any time after its execution and delivery and for
      any reason cease to be in full force and effect or shall be declared null
      and void; (y) the validity or the enforceability of the Guarantee shall be
      contested by any Guarantor or any Guarantor shall deny it has any further
      liability or obligation under the Guarantee or (z) any Guarantor shall
      fail to perform any of its obligations under the Guarantee; or

            (n) The managing underwriter of the Offering determines that the
      Offering should not occur due to the results of its due diligence
      investigation and 30 days have elapsed without Iusacell having mandated
      another financial institution satisfactory to the Agent as the managing
      underwriter for the Offering; or

            (o) Bell Atlantic Corporation, directly or indirectly, shall own
      less than 30% of the voting stock of Iusacell or Bell Atlantic
      Corporation, directly or indirectly, shall suffer a loss or any adverse
      modification of any supermajority voting rights with respect to the stock
      of Iusacell; or

            (p) The Iusacell Group shall lose (by expiration, revocation or
      otherwise) the Material Concessions or the right to exploit the Material
      Concessions;

            (q) (x) The subordination provisions of any Subordination Agreement
      shall at any time after its execution and delivery and for any reason
      cease to be in full force and effect or shall be declared null and void;
      (y) the validity or the enforceability of any Subordination 


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      Agreement shall be contested by any Subordinated Creditor (as defined in
      such Subordination Agreement) or any Subordinated Creditor shall deny it
      has any further liability or obligation under its Subordination Agreement
      or (z) any Subordinated Creditor shall fail to perform any of its
      obligations under its Subordination Agreement;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this Section 10, (A) the Agent may, by notice to Iusacell,
terminate the Commitments and they shall thereupon terminate and (B) the Agent
may and, upon the request of the Majority Banks shall, by notice to Iusacell
declare the principal amount then outstanding of, and the accrued interest on,
the Loans and all other amounts payable by Iusacell hereunder and under the
Notes (including, without limitation, any amounts payable under Section 5.04
hereof) to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by Iusacell;
and (2) in the case of the occurrence of an Event of Default referred to in
clause (f) or (g) of this Section 9, the Commitments shall automatically be
terminated and the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by Iusacell hereunder and
under the Notes (including, without limitation, any amounts payable under
Section 5.04 hereof) shall automatically become immediately due and payable
without presentment, demand, protest or other formalities of any kind, all of
which are hereby expressly waived by Iusacell.

            Section 11. The Agent.

            11.01 Appointment, Powers and Immunities. Each Bank hereby appoints
and authorizes the Agent to act as its agent hereunder and under the other Basic
Documents with such powers as are specifically delegated to the Agent by the
terms of this Agreement and of the other Basic Documents, together with such
other powers as are reasonably incidental thereto. The Agent (which term as used
in this sentence and in Section 11.05 and the first sentence of Section 11.06
hereof shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents):

            (a) shall have no duties or responsibilities except those expressly
      set forth in this Agreement and in the other Basic Documents, and shall
      not by reason of this Agreement or any other Basic Document be a trustee
      for any Bank;

            (b) shall not be responsible to the Banks for any recitals,
      statements, representations or warranties contained in this Agreement or
      in any other Basic Document, or in any certificate or other document
      referred to or provided for in, or received by any of them under, this
      Agreement or any other Basic Document, or for the value, validity,
      effectiveness, genuineness, enforceability or sufficiency of this
      Agreement, any Note or any other Basic Document or any other document
      referred to or provided for herein or therein or for any failure by
      Iusacell or any other Person to perform any of its obligations hereunder
      or thereunder;


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            (c) shall not be required to initiate or conduct any litigation or
      collection proceedings hereunder or under any other Basic Document; and

            (d) shall not be responsible for any action taken or omitted to be
      taken by it hereunder or under any other Basic Document or under any other
      document or instrument referred to or provided for herein or therein or in
      connection herewith or therewith, except for its own gross negligence or
      willful misconduct.

The Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it in good faith. The Agent may deem and treat the payee of a Note
as the holder thereof for all purposes hereof unless and until a notice of the
assignment or transfer thereof shall have been filed with the Agent, together
with the consent of Iusacell to such assignment or transfer (to the extent
provided in Section 11.06(b) hereof).

            11.02 Reliance by Agent. The Agent shall be entitled to rely upon
any certification, notice or other communication (including, without limitation,
any thereof by telephone, telecopy, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent. As to any
matters not expressly provided for by this Agreement or any other Basic
Document, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions
given by the Majority Banks or, if provided herein, in accordance with the
instructions given by all of the Banks as is required in such circumstance, and
such instructions of such Banks and any action taken or failure to act pursuant
thereto shall be binding on all of the Banks.

            11.03 Defaults. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default unless the Agent has received notice from
a Bank or Iusacell specifying such Default and stating that such notice is a
"Notice of Default". In the event that the Agent receives such a notice of the
occurrence of a Default, the Agent shall give prompt notice thereof to the
Banks. The Agent shall (subject to Section 11.07 hereof) take such action with
respect to such Default as shall be directed by the Majority Banks, provided
that, unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall deem advisable in the best
interest of the Banks except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Majority Banks or all of the Banks.

            11.04 Rights as a Bank. With respect to its Commitments and the
Loans made by it, Chase (and any successor acting as Agent) in its capacity as a
Bank hereunder shall have the same rights and powers hereunder as any other Bank
and may exercise the same as though it were not acting as the Agent, and the
term "Bank" or "Banks" shall, unless the context otherwise indicates, include
the Agent in its individual capacity. Chase (and any successor acting as Agent)
and its affiliates may (without having to account therefor to any Bank) accept


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deposits from, lend money to, make investments in and generally engage in any
kind of banking, trust or other business with Iusacell (and any of its
Subsidiaries or affiliates) as if it were not acting as the Agent, and Chase
(and any such successor) and its affiliates may accept fees and other
consideration from Iusacell for services in connection with this Agreement or
otherwise without having to account for the same to the Banks.

            11.05 Indemnification. The Banks agree to indemnify the Agent (to
the extent not reimbursed under Section 12.03 hereof, but without limiting the
obligations of Iusacell under said Section 12.03) ratably in accordance with
their respective Commitments, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against the Agent (including by any Bank) arising out of or by reason
of any investigation in or in any way relating to or arising out of this
Agreement or any other Basic Document or any other documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses that Iusacell is
obligated to pay under Section 12.03 hereof) or the enforcement of any of the
terms hereof or thereof or of any such other documents, provided that no Bank
shall be liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the party to be indemnified.

            11.06 Non-Reliance on Agent and Other Banks. Each Bank agrees that
it has, independently and without reliance on the Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of Iusacell and its Subsidiaries and decision to enter into
this Agreement and that it will, independently and without reliance upon the
Agent or any other Bank, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or under any other Basic
Document. The Agent shall not be required to keep itself informed as to the
performance or observance by Iusacell of this Agreement or any of the other
Basic Documents or any other document referred to or provided for herein or
therein. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Agent hereunder, the
Agent shall not have any duty or responsibility to provide any Bank with any
credit or other information concerning the affairs, financial condition or
business of Iusacell or any of its Subsidiaries (or any of their affiliates)
that may come into the possession of the Agent or any of its affiliates.

            11.07 Failure to Act. Except for action expressly required of the
Agent hereunder and under the other Basic Documents, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from the Banks of
their indemnification obligations under Section 11.05 hereof against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.

            11.08 Resignation or Removal of Agent. Subject to the appointment
and acceptance of a successor Agent as provided below, the Agent may resign at
any time by giving


                                Credit Agreement









<PAGE>
      

notice thereof to the Banks and Iusacell, and the Agent may be removed at any
time with or without cause by the Majority Banks. Upon any such resignation or
removal, the Majority Banks shall have the right to appoint a successor Agent.
If no successor Agent shall have been so appointed by the Majority Banks and
shall have accepted such appointment within 30 days after the retiring Agent's
giving of notice of resignation or the Majority Banks' removal of the retiring
Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor
Agent, that shall be a bank that has an office in New York, New York with a
combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Section 11
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent.

            Section 12. Miscellaneous.

            12.01 Waiver. No failure on the part of the Agent or any Bank to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement or any Note shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement or any Note preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

            12.02 Notices. All notices, requests and other communications
provided for herein (including, without limitation, any modifications of, or
waivers, requests or consents under, this Agreement) shall be given or made in
writing (including, without limitation, by telecopy) delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages hereof; or, as to any party, at such other address as shall be designated
by such party in a notice to each other party. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.

            12.03 Expenses, Etc. (a) Iusacell agrees to pay or reimburse each of
the Banks and the Agent for: (x) all reasonable out-of-pocket costs and expenses
of the Agent (including, without limitation, the reasonable fees and expenses of
external legal counsel for the Agent and costs allocated by its internal legal
department) in connection with (i) the negotiation, preparation, execution and
delivery of this Agreement and the Notes and closing of the transactions
contemplated hereby in an amount not in excess of $100,000 and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any Note (whether or not consummated); (y) all
reasonable out-of-pocket costs and expenses of the Banks and the Agent
(including, without limitation, the reasonable fees and expenses of internal and
external legal counsel) in connection with (i) any Default and any enforcement
or collection proceedings resulting therefrom, including, without limitation,
all manner of


                                Credit Agreement






<PAGE>
     

participation in or other involvement with (A) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, (B) judicial
or regulatory proceedings and (C) workout, restructuring or other negotiations
or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this Section
12.03; and (z) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any of the other Basic Documents or any other
document referred to herein or therein.

            (b) Iusacell hereby agrees to indemnify the Agent and each Bank and
their respective directors, officers, employees, attorneys and agents from, and
hold each of them harmless against, any and all losses, liabilities, claims,
damages or expenses incurred by any of them arising out of or by reason of any
investigation or litigation or other proceedings (including any threatened
investigation or litigation or other proceedings) relating to any Loan hereunder
(but excluding any such losses, liabilities, claims, damages or expenses
incurred by reason of the gross negligence or willful misconduct of the Person
to be indemnified).

            12.04 Amendments, Etc. Except as otherwise expressly provided in
this Agreement, any provision of this Agreement may be modified or supplemented
only by an instrument in writing signed by Iusacell, the Agent and the Majority
Banks, or by Iusacell and the Agent acting with the consent of the Majority
Banks, and any provision of this Agreement may be waived by the Majority Banks
or by the Agent acting with the consent of the Majority Banks; provided that:
(a) no modification, supplement or waiver shall, unless by an instrument signed
by all of the Banks or by the Agent acting with the consent of all of the Banks:
(i) increase, or extend the term of any of the Commitments, or extend the time
or waive any requirement for the reduction or termination of any of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce the amount of any such
payment of principal, (iv) reduce the rate at which interest is payable thereon
or any fee is payable hereunder, (v) alter the rights or obligations of Iusacell
to prepay Loans, (vi) alter the terms of this Section 12.04, (vii) modify the
definition of the term "Majority Banks", or modify in any other manner the
number or percentage of the Banks required to make any determinations or waive
any rights hereunder or to modify any provision hereof, or (viii) waive any of
the conditions precedent set forth in Section 8.01 hereof; and (b) any
modification or supplement of Section 10 hereof shall require the consent of the
Agent.

            12.05 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

            12.06 Assignments and Participations.

            (a) Iusacell may not assign any of its rights or obligations
hereunder or under any Note without the prior consent of each Bank and the
Agent.


                                Credit Agreement













<PAGE>


            (b) Each Bank may at any time assign any Loan and any Note without
the consent of Iusacell to any Eligible Transferee. Upon execution and delivery
by the assignor and assignee to Iusacell and Agent of an instrument in writing
pursuant to which the assignee agrees to become the "Bank" hereunder, and to be
bound by the provisions of this Agreement and the other Basic Documents
applicable to a "Bank", the assignee shall have the rights and benefits of a
Bank hereunder in respect of any Loan theretofore held by such Bank. No
assignment by any Bank of any of its rights under a Note shall be made to any
assignee without concurrently assigning to such assignee the related rights
under this Agreement and, upon any such assignment, such Bank shall obtain a
written acknowledgement (and shall supply a copy thereof to Iusacell and the
Agent) from the assignee that such Note is subject to this Agreement. Upon such
assignment, the Agent shall receive an assignment fee of $3,000. No Obligor
shall be responsible for the payment of such assignment fee.

            (c) A Bank may sell or agree to sell to one or more Eligible
Transferees a participation in all or any part of any Loan held by it, provided
that no purchaser of a participation (a "Participant") shall have any rights or
benefits under this Agreement or any Note or any other Basic Document (the
Participant's rights against such Bank in respect of such participation to be
those set forth in the agreements executed by such Bank in favor of the
Participant). All amounts payable by Iusacell to any Bank under Section 5 hereof
in respect of any Loan shall be determined as if such Bank had not sold or
agreed to sell any participations in any Loan, and as if such Bank were funding
such Loan in the same way that it is funding the portion of any Loan in which no
participations have been sold. In no event shall any Bank agree with the
Participant to take or refrain from taking any action hereunder or under any
other Basic Document except that such Bank may agree with the Participant that
it will not, without the consent of the Participant, agree to (i) extend the
date fixed for the payment of principal of or interest on the relevant Loan or
any portion of any fee hereunder payable to the Participant, (ii) reduce the
amount of any such payment of principal, (iii) reduce the rate at which interest
is payable thereon, or any fee hereunder payable to the Participant, to a level
below the rate at which the Participant is entitled to receive such interest or
fee or (iv) alter the rights or obligations of Iusacell to prepay any Loan.

            (d) In addition to the assignments and participations permitted
under the foregoing provisions of this Section 12.06, any Bank may (without
notice to Iusacell, the Agent or any other Bank and without payment of any fee)
(i) assign and pledge all or any portion of any Loan and any Note to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank and (ii) assign all or any portion
of its rights under this Agreement and any Loan and any Note to an affiliate. No
such assignment shall release the assigning Bank from its obligations hereunder.

            (e) Subject to Section 12.16(b), a Bank may furnish any information
concerning Iusacell or any of its Subsidiaries in the possession of such Bank
from time to time to Eligible Transferees and participants (including
prospective assignees and participants that are Eligible Transferees).


                                Credit Agreement











<PAGE>
     

            12.07 Survival. The obligations of Iusacell under Sections 5.01,
5.04, 5.05 and 12.03 hereof shall survive the repayment of any Loan. In
addition, each representation and warranty made, or deemed to be made, herein or
pursuant hereto shall survive the making of such representation and warranty,
and no Bank shall not be deemed to have waived, by reason of its making any Loan
hereunder, any Default that may arise by reason of such representation or
warranty proving to have been false or misleading, notwithstanding that such the
Bank or the Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading at the time any Loan was
made.

            12.08 Captions. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.

            12.09 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

            12.10 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

            12.11 Jurisdiction, Service of Process and Venue.

            (a) Each party hereto hereby agrees that any suit, action or
proceeding with respect to this Agreement, any Note, the other Basic Documents
or any judgment entered by any court in respect thereof may be brought in the
Supreme Court of the State of New York, County of New York, in the United States
District Court for the Southern District of New York or in the courts of the
corporate domicile of each of the parties hereto with respect to actions brought
against such party as a defendant; and each party hereto hereby irrevocably
submits to the jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment.

            (b) Each Obligor hereby agrees that service of all writs, process
and summonses in any such suit, action or proceeding brought in the State of New
York may be made upon CT Corporation, presently located at 1633 Broadway, New
York, New York 10019, U.S.A. (the "Process Agent"), and each Obligor hereby
confirms and agrees that the Process Agent has been duly and irrevocably
appointed as its agent in its name, place and stead to accept such service of
any and all such writs, process and summonses, and agrees that the failure of
the Process Agent to give any notice of any such service of process to each
Obligor shall not impair or affect the validity of such service or of any
judgment based thereon. Each Obligor hereby further irrevocably consents to the
service of process in any suit, action or proceeding in said courts by the
mailing thereof by the Bank by registered or certified mail, postage prepaid, at
its address set forth beneath its signature hereto or such other address as may
from time to time be designated by each Obligor in accordance with the
provisions of Section 12.02.

            (c) Nothing herein shall in any way be deemed to limit the ability
of the Agent or any Bank to serve any such writs, process or summonses in any
other manner permitted by 


                                Credit Agreement







<PAGE>
     

applicable law or to obtain jurisdiction over Iusacell in such other
jurisdictions, and in such manner, as may be permitted by applicable law.

            (d) Each Obligor hereby irrevocably waives any objection that it may
now or hereafter have to the laying of the venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other Basic
Document brought in the Supreme Court of the State of New York, County of New
York, or in the United States District Court for the Southern District of New
York, and hereby further irrevocably waives any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum or any right to which it may be entitled on account of place of residence
or domicile.

            12.12 Waiver of Jury Trial. EACH OF THE OBLIGORS, THE AGENT AND THE
BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

            12.13 Waiver of Sovereign Immunity. Each Obligor acknowledges and
agrees that the activities contemplated by the provisions of this Agreement and
any Note are commercial in nature rather than governmental or public, and
therefore acknowledges and agrees that it is not entitled to any right of
immunity on the grounds of sovereignty or otherwise with respect to such
activities or in any legal action or proceeding arising out of or relating to
this Agreement or any Note in respect of itself and its properties and revenues,
expressly and irrevocably waives any such right of immunity which may now or
hereafter exist (including any immunity from any legal process, from the
jurisdiction of any court or from any attachment prior to judgment, attachment
in aid of execution, execution or otherwise) or claim thereto which may now or
hereafter exist, and agrees not to assert any such right or claim in any such
action or proceeding, whether in the United States, or otherwise.

            12.14 Judgment Currency. This is an international loan transaction
in which the specification of Dollars and payment in New York City is of the
essence, and the obligations of Iusacell under this Agreement to make payment to
(or for the account of) the Banks and the Agent in Dollars shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any other currency or in another place except to
the extent that such tender or recovery results in the effective receipt by the
Agent in New York City of the full amount of Dollars payable to such Bank under
this Agreement. If for the purpose of obtaining judgment in any court it is
necessary to convert a sum due hereunder in Dollars into another currency (in
this Section 12.14 called the "judgment currency"), the rate of exchange that
shall be applied shall be that at which in accordance with normal banking
procedures the Agent could purchase such Dollars at the Principal Office with
the judgment currency on the Business Day next preceding the day on which such
judgment is rendered. The obligation of Iusacell in respect of any such sum due
from it to such Bank hereunder or under any Note shall, notwithstanding the rate
of exchange actually applied in rendering such judgment, be discharged only to
the extent that on the Business Day following receipt by such Bank of any sum
adjudged to be due hereunder in the judgment currency such Bank may in


                                Credit Agreement







<PAGE>
  

accordance with normal banking procedures purchase and transfer Dollars to New
York City with the amount of the judgment currency so adjudged to be due; and
Iusacell hereby, as a separate obligation and notwithstanding any such judgment,
agrees to indemnify such Bank against, and to pay such Bank on demand, in
Dollars, the amount (if any) by which the sum originally due to such Bank in
Dollars hereunder exceeds the amount of the Dollars so purchased and
transferred.

            12.15 Use of English Language. This Agreement has been negotiated
and executed in the English language. All certificates, reports, notices and
other documents and communications given or delivered pursuant to this Agreement
(including, without limitation, any modifications or supplements hereto) shall
be in the English language, or accompanied by a certified English translation
thereof. Except in the case of laws or official communications of Mexico, in the
case of any document originally issued in a language other than English, the
English language version of any such document shall for purposes of this
Agreement, and absent manifest error, control the meaning of the matters set
forth therein.

            12.16 Treatment of Certain Information; Confidentiality.

            (a) Iusacell acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to Iusacell or
one or more of its Subsidiaries (in connection with this Agreement or otherwise)
by any Bank or by one or more subsidiaries or affiliates of such Bank and
Iusacell hereby authorizes each Bank to share any information delivered to such
Bank by Iusacell and its Subsidiaries pursuant to this Agreement, or in
connection with the decision of such Bank to enter into this Agreement, to any
such subsidiary or affiliate, it being understood that any such subsidiary or
affiliate receiving such information shall be bound by the provisions of
paragraph (b) below as if it were a Bank hereunder. Such authorization shall
survive the repayment of the Loans and the termination of the Commitments.

            (b) Each Bank and the Agent agrees (on behalf of itself and each of
its affiliates, directors, officers, employees and representatives) to use
reasonable precautions to keep confidential, in accordance with their customary
procedures for handling confidential information of the same nature and in
accordance with safe and sound banking practices, any non-public information
supplied to it by Iusacell pursuant to this Agreement that is identified by such
Person as being confidential at the time the same is delivered to the Banks or
the Agent, provided that nothing herein shall limit the disclosure of any such
information (i) to the extent required by statute, rule, regulation or judicial
process, (ii) to counsel for any of the Banks or the Agent, (iii) to bank
examiners, auditors or accountants, (iv) to the Agent or any other Bank (or to
Chase Securities, Inc.), (v) in connection with any litigation to which any one
or more of the Banks or the Agent is a party, (vi) to a subsidiary or affiliate
of such Bank as provided in paragraph (a) above or (vii) to any assignee or
participant (or prospective assignee or participant) so long as such assignee or
participant (or prospective assignee or participant) first executes and delivers
to the respective Bank a Confidentiality Agreement substantially in the form of
Exhibit K hereto (or executes and delivers to such Bank an acknowledgement to
the effect that it is bound by the provisions of this Section 12.16(b), which
acknowledgement may be included as part of the 


                                Credit Agreement








<PAGE>
    

respective assignment or participation agreement pursuant to which such assignee
or participant acquires an interest in the Loans hereunder); provided, further,
that in no event shall any Bank or the Agent be obligated or required to return
any materials furnished by Iusacell. The obligations of any assignee that has
executed a Confidentiality Agreement in the form of Exhibit K hereto shall be
superseded by this Section 12.16 upon the date upon which such assignee becomes
a Bank hereunder pursuant to Section 12.06(b) hereof.


                                Credit Agreement
























































<PAGE>
      

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

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


                                     By /s/ Edward R. Kingman
                                        ----------------------------------------
                                        Title:  Senior Vice President and Chief
                                                Financial Official


                                     By /s/ Luis Maldonado
                                        ----------------------------------------
                                        Title:  Vice President - Administration

                                     Address for Notices: Montes Urales 460 - 3
                                                          Mexico 11,000, D.F.

                                     Attention:           Javier Pastrana

                                     Telecopier No.:

                                     Telephone No.:       (525) 104-4100


                                Credit Agreement





































<PAGE>
     

                                    GUARANTORS

                                    SOS TELECOMUNICACIONES, S.A. de C.V.


                                    By /s/ Edward R. Kingman
                                       ---------------------------------------
                                       Title:  Senior Vice President and Chief
                                               Financial Official

                                    By /s/ Luis Maldonado
                                       ---------------------------------------
                                       Title:  Vice President - Administration

                                    Address for Notices: Montes Urales # 460 - 3
                                                         11,000, Mexico D.F.

                                    Attention:           Javier Pastrana

                                    Telecopier No.:

                                    Telephone No.:       (525) 104-4100


                                    SISTEMAS TELEFONICOS PORTATILES
                                       CELULARES, S.A. de C.V.


                                    By /s/ Edward R. Kingman
                                       ---------------------------------------
                                       Title:  Senior Vice President and Chief
                                               Financial Official


                                    By /s/ Luis Maldonado
                                       ---------------------------------------
                                       Title:  Vice President - Administration

                                    Address for Notices: Montes Urales # 460 - 3
                                                         11,000, Mexico D.F.
                                    Attention:           Javier Pastrana

                                    Telecopier No.:
                                    Telephone No.:       (525) 104 - 4100


                                Credit Agreement
















<PAGE>
     

                                    TELECOMUNICACIONES DEL GOLFO,
                                       S.A. DE C.V.


                                    By /s/ Edward R. Kingman
                                       ---------------------------------------
                                       Title:  Senior Vice President and Chief
                                               Financial Official


                                    By /s/ Luis Maldonado
                                       ---------------------------------------
                                       Title:  Vice President - Administration

                                    Address for Notices: Montes Urales # 460 - 3
                                                         11,000, Mexico D.F.

                                    Attention:           Javier Pastrana

                                    Telecopier No.:

                                    Telephone No.:       (905) 104 - 4100

                                    IUSATELECOMUNICACIONES, S.A. de C.V.


                                    By /s/ Edward R. Kingman
                                       ---------------------------------------
                                       Title:  Senior Vice President and Chief
                                               Financial Official


                                    By /s/ Luis Maldonado
                                       ---------------------------------------
                                       Title:  Vice President - Administration

                                    Address for Notices: Montes Urales # 460 - 3
                                                         11,000, Mexico D.F.

                                    Attention:           Javier Pastrana

                                    Telecopier No.:

                                    Telephone No.:       (905) 104 - 4100


                                Credit Agreement

















<PAGE>
     

                                    IUSANET, S.A. de C.V.


                                    By /s/ Edward R. Kingman
                                       ---------------------------------------
                                       Title:  Senior Vice President and Chief
                                               Financial Official


                                    By /s/ Luis Maldonado
                                       ---------------------------------------
                                       Title:  Vice President - Administration

                                    Address for Notices: Montes Urales # 460 - 3
                                                         11,000, Mexico D.F.

                                    Attention:           Javier Pastrana

                                    Telecopier No.:

                                    Telephone No.:       (905) 104 - 4100


                                Credit Agreement









































<PAGE>


                                    IUSATEL, S.A. de C.V.


                                    By /s/ Edward R. Kingman
                                       ---------------------------------------
                                       Title:  Senior Vice President and Chief
                                               Financial Official


                                    By /s/ Luis Maldonado
                                       ---------------------------------------
                                       Title:  Vice President - Administration

                                    Address for Notices: Montes Urales # 460 - 3
                                                         11,000, Mexico D.F.

                                    Attention:           Javier Pastrana

                                    Telecopier No.:

                                    Telephone No.:       (905) 104 - 4100


                                Credit Agreement







































<PAGE>
     

                                     BANKS

Commitment                           THE CHASE MANHATTAN BANK
                                      (NATIONAL ASSOCIATION)


                                    By /s/ Ana M. Garcia
                                       ---------------------------
                                        Title: Assistant Treasurer

                                    Applicable Lending Office:

                                    The Chase Manhattan Bank
                                     (National Association)
                                    1 Chase Manhattan Plaza
                                    New York, New York  10081

                                    Address for Notices:

                                    The Chase Manhattan Bank
                                     (National Association)
                                    1 Chase Manhattan Plaza
                                    New York, New York  10081

                                    Attention:

                                    Telecopier No.:

                                    Telephone No.:

                                    with a copy to:

                                    The Chase Manhattan Bank
                                    Montes Urales No. 470
                                    4th Floor
                                    11000
                                    Mexico City, Mexico

                                    Attention:  Rafael Villasante

                                    Telephone No.:          540-9715
                                    Telecopier No.:         540-9864


                                Credit Agreement




















<PAGE>
     

                                    THE CHASE MANHATTAN BANK
                                      (NATIONAL ASSOCIATION),
                                      as Agent



                                    By /s/ Ana M. Garcia
                                       ---------------------------
                                        Title: Assistant Treasurer

                                    Address for Notices to
                                     Chase as Agent:

                                    The Chase Manhattan Bank
                                     (National Association)
                                    4 Chase Metrotech Center-13th Floor
                                    Brooklyn, New York 11245

                                    Attention:  New York Agency

                                    Telecopier No.:  (718) 242-6910

                                    Telephone No.:  (718) 242-7979









































<PAGE>

                                                                      Schedule I

                               Pari Passu Matters

                               [See Section 8.08]


                                   Schedule I

























































<PAGE>

                                    EXHIBIT A

                                     PAGARE
                                 PROMISSORY NOTE


                                 Promissory Note


























































<PAGE>
     

U.S. $__________.00 Dollars.              E.U.A. $__________.00 Dolares.

For value received, the                   Por valor recibido, la suscrita,    
undersigned, Grupo Iusacell, S.A.         Grupo Iusacell, S.A. de C.V. (el    
de C.V. (the "Borrower"), by this         "Deudor"), por este Pagare promete  
Promissory Note, unconditionally          incondicionalmente pagar a la orden 
promises to pay to the order of           de ______________________________   
______________________________ (the       (el "Banco") la suma principal de   
"Bank"), the principal sum of             E.U.A.       
U.S.$__________.00 (______________        $__________.00 (_______________ DE  
DOLLARS OF THE UNITED STATES OF           DOLARES DE LOS ESTADOS UNIDOS DE    
AMERICA 00/100) payable on June 28,       AMERICA 00/100) pagadera el 28      
1996.                                     de junio de 1996.    
                                          
                                          

The undersigned also promises to          La suscrita promete asi mismo pagar 
pay interest on the outstanding and       intereses sobre el saldo insoluto   
unpaid principal amount of this           de principal de este Pagare, desde  
Promissory Note, from the date            la fecha del presente hasta la      
hereof until the date of payment in       fecha de pago total de dicho saldo  
full of such principal amount, at         de principal, a la tasa anual igual 
the rate per annum equal to the sum       a la suma de la Tasa LIBO (segun se 
of the LIBO Rate (as defined below)       define mas adelante) mas el Margen  
plus the Applicable Margin (the           Aplicable (la "Tasa de              
"Eurodollar Rate"). Interest shall        Eurodolares"). Los intereses seran  
be payable in arrears on the last         pagaderos en forma vencida, en el   
day of each Interest Period and on        ultimo dia de cada Periodo de       
the date of any payment of the            Intereses y en la fecha de pago de  
principal amount hereof.                  principal conforme al presente.     

Any principal amount and (to the          Cualquier monto de principal y (en 
extent permitted by applicable            la medida permitida por legislacion
law) interest not paid when               aplicable) de intereses que no sea 
due under this Promissory Note            pagado cuando a su vencimiento     
shall bear interest for each day          conforme a este Pagare generara 
until paid, payable on demand, at a       intereses, pagaderos a la vista,   
rate per annum equal to the sum of        por cada dia hasta que sea pagado a 
2.00% plus the Eurodollar Rate            una tasa anual igual a la suma de 
applicable immediately prior to           2.00% mas la Tasa de Eurodolares 
such amount becoming due.                 aplicable inmediatamente antes de 
                                          que dicha suma fuere pagadera.    

Interest hereunder shall be               Los intereses conforme al presente 
calculated on the basis of the            seran calculados sobre la base del 
actual number of days elapsed             numero de dias efectivamente       
divided by 360 (including the first       transcurridos divididos entre 360  
day but excluding the last day).          (incluyendo el primer dia pero     
                                          excluyendo el ultimo dia).         

For purposes of this Promissory           Para efectos de este Pagare, los 
Note, the following terms shall           siguientes terminos tendran los  
have the following meanings:              siguientes significados:         

"Business Day" means any day on           "Dia Habil"             
                                          significa cualquier dia 


                                 Promissory Note




<PAGE>
     

                                     Mexico, Federal District, _______, 1996
                                     Mexico, D.F. a __ de ______ de 1996

                                     GRUPO IUSACELL, S.A. DE C.V.

                                     By/Por
                                           -------------------------------------
                                     Name/Nombre: Edward R. Kingman
                                     Title/Cargo: Attorney-in-Fact/Apoderado


                                     By/Por
                                           -------------------------------------
                                     Name/Nombre: Carlos Gutierrez Cardona
                                     Title/Cargo: Attorney-in-Fact/Apoderado


                                 Promissory Note














































<PAGE>
     

                             GUARANTEED BY/POR AVAL

SOS TELECOMUNICACIONES, S.A. DE C.V.       COMUNICACIONES CELULARES DE 
                                              OCCIDENTE; S.A.DE C.V.


By/Por                                     By/Por
      ---------------------------------          -------------------------------
Name/Nombre: Edward R. Kingman             Name/Nombre: Edward R. Kingman
Title/Cargo: Attorney-in-Fact/Apoderado    Title/Cargo: Attorney-in-Fact/
                                           Apoderado


By/Por                                     By/Por
      ---------------------------------          -------------------------------
Name/Nombre: Carlos Gutierrez Cardona      Name/Nombre: Carlos Gutierrez Cardona
Title/Cargo: Attorney-in-Fact/Apoderado    Title/Cargo: Attorney-in-Fact/
                                           Apoderado

SISTEMAS TELEFONICOS PORTATILES CELULARES, TELECOMUNICACIONES DEL GOLFO,
S.A. DE C.V.                                S.A. DE C.V.


By/Por                                     By/Por
      ---------------------------------          -------------------------------
Name/Nombre: Edward R. Kingman             Name/Nombre: Edward R. Kingman
Title/Cargo: Attorney-in-Fact/Apoderado    Title/Cargo: Attorney-in-Fact/
                                           Apoderado


By/Por                                     By/Por
      ---------------------------------          -------------------------------
Name/Nombre: Carlos Gutierrez Cardona      Name/Nombre: Carlos Gutierrez Cardona
Title/Cargo: Attorney-in-Fact/Apoderado    Title/Cargo: Attorney-in-Fact/
                                           Apoderado


                                 Promissory Note

























<PAGE>

                                                                       EXHIBIT B

            [Form of Opinion of Special New York Counsel to Iusacell]

                                                                __________, 1996

To the Banks party to the

  Credit Agreement referred

  to below and

The Chase Manhattan Bank

  (National Association), as Agent

1 Chase Manhattan Plaza

New York, New York  10081


Ladies and Gentlemen:

            We have acted as special New York counsel to Grupo Iusacell, S.A. de
C.V. ("Iusacell") and the guarantors listed on the signature pages thereof in
connection with the Credit Agreement (the "Credit Agreement") dated as of
February , 1996 among Iusacell, such guarantors and the banks listed on the
signature pages thereof and The Chase Manhattan Bank (National Association), as
Agent. Terms defined in the Credit Agreement are used herein as defined therein.
This opinion is being delivered pursuant to Section 7(c)(i) of the Credit
Agreement.

            In rendering the opinions expressed below, we have examined the
following agreements, instruments and other documents:

            (a)   the Credit Agreement;


                 Opinion of Special New York Counsel to Iusacell



























<PAGE>
     

            (b)   the Notes;

            (c)   the Pledge Agreement;

            (d)   the Subordination Agreement; and

            (e)   such records of Iusacell and such other documents as we have
                  deemed necessary as a basis for the opinions expressed below.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses (other than clause (e) above) are collectively referred to as
the "Loan Documents".

            In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon statements of governmental officials and upon representations made
in or pursuant to the Credit Agreement and certificates of appropriate
representatives of Iusacell.

            In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

            (i)   such documents have been duly authorized by, have been duly
                  executed and delivered by, and constitute legal, valid,
                  binding and enforceable obligations of, all of the parties to
                  such documents (other than the Obligors);

            (ii)  all signatories to such documents have been duly authorized
                  (other than the signatories acting on behalf of the Obligors);
                  and

            (iii) all of the parties (other than the Obligors) to such documents
                  are duly organized and validly existing and have the power and
                  authority (corporate or other) to execute, deliver and perform
                  such documents.


                                Promissory Note

























<PAGE>
      

            Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:

            1. Each Loan Document constitutes the legal, valid and binding
      obligation of each Obligor party thereto, enforceable against such Obligor
      in accordance with its terms, except as may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting the rights of creditors generally and except as the
      enforceability of the Loan Documents is subject to the application of
      general principles of equity (regardless of whether considered in a
      proceeding in equity or at law), including, without limitation, (a) the
      possible unavailability of specific performance, injunctive relief or any
      other equitable remedy and (b) concepts of materiality, reasonableness,
      good faith and fair dealing.

            2. No authorization, approval or consent of, and no filing or
      registration with, any governmental or regulatory authority or agency of
      the United States of America or the State of New York is required on the
      part of any Obligor for the execution, delivery or performance by any
      Obligor of any of the Loan Documents to which it is a party or for the
      incurrence of indebtedness by Iusacell under the Credit Agreement or the
      creation of the guarantee by any other Obligor under the Credit Agreement.

            3. The execution, delivery and performance by each Obligor of, and
      the consummation by each Obligor of the transactions contemplated by, the
      Loan Documents to which such Obligor is a party do not and will not (a)
      violate any applicable Federal or New York law, rule or regulation, (b)
      violate any order, writ, injunction or decree of any court or governmental
      authority or agency or any arbitral award applicable to Iusacell or any of
      its Subsidiaries of which we have knowledge (after due inquiry) or (c)
      result in a breach of, constitute a default under, require any consent
      under, or result in the acceleration or required prepayment of any
      indebtedness pursuant to the terms of, any agreement or instrument of
      which we have knowledge (after due inquiry) to which Iusacell or any of
      its Subsidiaries is a party or by which any of them is bound or to which
      any of them is subject, or result in the creation or imposition of any
      Lien upon any assets of Iusacell pursuant to, the terms of any such
      agreement or instrument.

            4. We have no knowledge (after due inquiry) of any legal or arbitral
      proceedings, or any proceedings by or before any governmental or
      regulatory authority or agency, pending or threatened against or affecting
      Iusacell or any of its Subsidiaries or any of their respective assets
      that, if adversely determined, could have a Material Adverse Effect.


                                Promissory Note














<PAGE>
     

            The foregoing opinions are subject to the following comments and
qualifications:

            (A) The enforceability of Sections 5.03 and 12.03 of the Credit
      Agreement may be limited by (i) laws rendering unenforceable
      indemnification contrary to Federal or state securities laws and the
      public policy underlying such laws and (ii) laws limiting the
      enforceability of provisions exculpating or exempting a party, or
      requiring indemnification of a party for, liability for its own action or
      inaction, to the extent the action or inaction involves gross negligence,
      recklessness, willful misconduct or unlawful conduct.

            (B) The enforceability of provisions in the Loan Documents to the
      effect that terms may not be waived or modified except in writing may be
      limited under certain circumstances.

            (C) We express no opinion as to (i) the effect of the laws of any
      jurisdiction in which any Bank is located (other than the State of New
      York) that limit the interest, fees or other charges such Bank may impose,
      (ii) the second sentence of Section 12.11(a) of the Credit Agreement,
      insofar as Section relates to the subject matter jurisdiction of the
      United States District Court for the Southern District of New York to
      adjudicate any controversy related to the Loan Documents, and (iii) the
      waiver of inconvenient forum set forth in Section 12.11(d) of the Credit
      Agreement with respect to proceedings in the United States District Court
      for the Southern District of New York.

            The foregoing opinions are limited to matters involving the Federal
laws of the United States and the law of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction.

            At the request of our clients, this opinion letter is, pursuant to
Section 7(c)(i) of the Credit Agreement, provided to you by us in our capacity
as special New York counsel to Iusacell and may not be relied upon by any Person
for any purpose other than in connection with the transactions contemplated by
the Credit Agreement without, in each instance, our prior written consent.

                                        Very truly yours,


                                Promissory Note






















<PAGE>

                                                                       EXHIBIT C

              [Form of Opinion of Mexican Counsel to the Obligors]

                                                                __________, 1996

To the Banks party to the

  Credit Agreement referred

  to below and

The Chase Manhattan Bank

  (National Association), as Agent

1 Chase Manhattan Plaza

New York, New York  10081


Ladies and Gentlemen:

            We have acted as Mexican counsel to Grupo Iusacell, S.A. de C.V.
("Iusacell") and the guarantors referred to below in connection with the Credit
Agreement (the "Credit Agreement") dated as of February , 1996 among Iusacell,
the guarantors listed on the signature pages thereof, the banks listed on the
signature pages thereof and The Chase Manhattan Bank (National Association), as
Agent. Terms defined in the Credit Agreement are used herein as defined therein.
This opinion is being delivered pursuant to Section 7.01(c)(ii) of the Credit
Agreement.

            In rendering the opinions expressed below, we have examined the
following agreements, instruments and other documents:


                   Opinion of Mexican Counsel to the Obligors





























<PAGE>
     

            (a)   the Credit Agreement;

            (b)   the Notes;

            (c)   the Pledge Agreement;

            (d)   the Subordination Agreement;

            (e)   seven notarized special powers-of-attorney granted to CT
                  Corporation System dated February __, 1996 (collectively, the
                  "Appointments");

            (f)   the powers of attorney authorizing officers of Iusacell and
                  the Guarantors to act on their behalf and to enter into and
                  perform the Basic Documents to which each is a party; and

            (g)   such records of Iusacell and such other documents, agreements,
                  concessions and instruments, and such treaties, laws, rules
                  and regulations as we have deemed necessary or appropriate as
                  a basis for the opinions expressed below.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses (other than clause (e) above) are collectively referred to as
the "Loan Documents".

            In our examination, we have assumed the genuineness of all
signatures (other than signatories acting on behalf of the Obligors), the
authenticity of all documents submitted to us as originals and the conformity
with authentic original documents of all documents submitted to us as copies.
When relevant facts were not independently established, we have relied upon
statements of governmental officials and upon representations made in or
pursuant to the Credit Agreement and certificates of appropriate representatives
of Iusacell.

            In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:


                   Opinion of Mexican Counsel to the Obligors

























<PAGE>
     

            (i)   such documents have been duly authorized by, have been duly
                  executed and delivered by, and constitute legal, valid,
                  binding and enforceable obligations of, all of the parties to
                  such documents (other than the Obligors);

            (ii)  all signatories to such documents have been duly authorized
                  (other than signatories acting on behalf of the Obligors); and

            (iii) all of the parties (other than the Obligors) to such documents
                  are duly organized and validly existing and have the power and
                  authority (corporate or other) to execute, deliver and perform
                  such documents.

            Based upon and subject to the qualifications set forth below, and
having considered such questions of law as we have deemed necessary as a basis
for the opinions expressed below, we are of the opinion that:

            1. Each of the Obligors is a corporation duly organized and validly
      existing under the laws of Mexico.

            2. Each of the Obligors has all requisite corporate power and
      authority to execute and deliver, and to perform its obligations under,
      the Loan Documents. Each of the Obligors has all requisite power to incur
      or guarantee indebtedness under the Loan Documents.

            3. The execution, delivery and performance by each of the Obligors
      of the Loan Documents have been duly authorized by all necessary corporate
      or other action on the part of each Obligor.

            4. The Credit Agreement, each Note, the Pledge Agreement, the
      Subordination Agreement and the Appointments have been duly executed and
      delivered by each of the Obligors.

            5. The choice of New York law to govern the Credit Agreement, each
      Note, the Pledge Agreement and the Subordination Agreement and the
      construction thereof is, under the laws of Mexico, a valid and binding
      choice to which a court in Mexico would recognize and give effect in a
      proceeding brought before a Mexican court (except that, 


                   Opinion of Mexican Counsel to the Obligors























<PAGE>
   

      as provided in the Notes in any action or proceeding to enforce the Notes
      in Mexico, the Notes will be construed in accordance with and be governed
      by the laws of Mexico).

            6. No authorization, approval or consent of (including any exchange
      control approval), and no filing or registration with, any governmental or
      regulatory authority or agency of Mexico (including, without limitation,
      the Central Bank of Mexico) is required (i) to enable each Obligor
      lawfully to enter into and perform its obligations under the Loan
      Documents to which it is a party, (ii) to ensure that the obligations of
      each Obligor thereunder are legal, valid and enforceable, (iii) to make
      the Loan Documents admissible as evidence in Mexico, (iv) to perfect the
      security interest contemplated under the Pledge Agreement or (v) to
      enforce the Agent's rights under the Pledge Agreement.

            7. The execution, delivery and performance by each Obligor of, and
      the consummation by each Obligor of the transactions contemplated by, the
      Loan Documents to which it is a party do not and will not (a) violate any
      provision of the estatutos sociales of any Obligor, (b) violate any
      applicable Mexican law, rule or regulation (including, without limitation,
      of the Central Bank of Mexico), (c) violate any order, writ, injunction or
      decree of any court or governmental authority or agency or any arbitral
      award applicable to Iusacell or any of its Subsidiaries of which we have
      knowledge (after due inquiry) or (d) result in a breach of, constitute a
      default under, require any consent under, or result in the acceleration or
      required prepayment of any indebtedness pursuant to the terms of, any
      agreement, license, concession or instrument of which we have knowledge
      (after due inquiry) to which Iusacell or any of its Subsidiaries is a
      party or by which any of them is bound or to which any of them is subject,
      or result in the creation or imposition of any Lien upon any assets of any
      Obligor pursuant to, the terms of any such agreement or instrument.

            8. We have no knowledge (after due inquiry) of any legal or arbitral
      proceedings, or any proceedings by or before any governmental or
      regulatory authority or agency, pending or threatened against or affecting
      Iusacell or any of its Subsidiaries or any of their respective properties
      that, if adversely determined, could have a Material Adverse Effect.

            9. The Loan Documents are direct and unconditional general
      obligations of each Obligor a party thereto and rank in right of payment
      at least pari passu with all other unsecured Debt of any Obligor of which
      we are aware after due inquiry.


                   Opinion of Mexican Counsel to the Obligors



















<PAGE>


            10. Each Obligor is subject to civil and commercial law with respect
      to its obligations under the Loan Documents. The execution, delivery and
      performance by each Obligor of the Loan Documents to which it is a party
      constitute private and commercial activities rather than public or
      governmental acts. Neither Obligor nor any of its assets or revenues
      enjoys any right of immunity from suit, court jurisdiction, judgment,
      attachment (whether before or after judgment), set-off or execution of a
      judgment or from any other legal process or remedy relating to the
      obligations of any Obligor under the Loan Documents to which it is a
      party.

            11. Each Loan Document is in proper legal form under the law of
      Mexico for the enforcement thereof against each Obligor under such law.
      All formalities required in Mexico for the validity and enforceability of
      the Loan Documents (including, without limitation, any necessary
      registration, recording or filing with any court or other authority in
      Mexico) have been accomplished, and no Mexican Taxes are required to be
      paid and no notarization is required, for the validity and enforceability
      thereof.

            12. Neither the Loan Documents, nor the execution or delivery
      thereof by any Obligor, is subject to any Mexican Taxes, and no payment to
      be made by any Obligor under any Loan Document is subject to any Mexican
      Taxes except for the withholding taxes on payment of interest made by any
      Obligor under the Loan Documents and for Mexican income taxes payable by
      Iusacell in connection with the sale of the Pledged Collateral as therein
      contemplated.

            13. Under the laws of Mexico the courts of Mexico have jurisdiction
      to adjudicate any action relating to the Loan Documents brought against
      any Obligor in such courts by the Bank.

            14. Under the laws of Mexico the submission by each Obligor to the
      jurisdiction of the courts specified in the Loan Documents is valid and
      binding upon it and not subject to revocation.

            15. A final judgment of any of the New York courts to the
      jurisdiction of which each Obligor has submitted under the Loan Documents
      rendered in an action brought in any such courts, to enforce the
      obligations of any such person under the Loan Documents to claim any sum
      due thereunder for any reason, would be enforced by the courts of Mexico
      without a retrial on the merits, provided certain procedural requirements
      are met.


                   Opinion of Mexican Counsel to the Obligors


















<PAGE>
     

            16. Neither the execution, delivery and performance of the Loan
      Documents, nor the enforcement thereof, will (without more) cause any Bank
      to be deemed to be a resident domiciled, subject to taxation or doing
      business in Mexico.

            17. Each note is a negotiable instrument that may be enforced
      through executory proceedings (accion ejecutive mercantil). The
      Appointments are valid notarial special powers-of-attorney in favor of the
      Process Agent in accordance with the requirements of Mexican law.

            18. Messrs. [______] and [Edward R. Kingman] have the right, power
      and authority to sign and deliver the Loan Documents on behalf of each of
      the Obligors. Each of the powers-of-attorney authorizing Messrs. [______]
      and [Edward R. Kingman] has been duly registered with the relevant public
      registries.

            The foregoing opinions are limited to matters involving the law of
Mexico, and we do not express any opinion as to the laws of any other
jurisdiction.

            At the request of the Obligors, this opinion letter is, pursuant to
Section 7.01(c)(ii) of the Credit Agreement, provided to you by us in our
capacity as Mexican counsel to the Obligors and may not be relied upon by any
Person for any purpose other than in connection with the transactions
contemplated by the Credit Agreement without, in each instance, our prior
written consent.

                                        Very truly yours,


                   Opinion of Mexican Counsel to the Obligors

































<PAGE>

                                                                       EXHIBIT D

                       [Form of Process Agent Acceptance]

The Chase Manhattan Bank

  (National Association), as Agent

1 Chase Manhattan Plaza

New York, New York 10081

Ladies and Gentlemen:

            Reference is made to the Credit Agreement (the "Credit Agreement")
dated as of February __, 1996 among Grupo Iusacell, S.A. de C.V., a Mexican
corporation ("Iusacell"), the guarantors listed on the signature pages thereof
(the "Guarantors"), the banks listed on the signature pages thereof and The
Chase Manhattan Bank (National Association), as Agent, providing for loans in an
aggregate principal amount not exceeding $65,000,000.

            Pursuant to Section 12.11(b) of the Credit Agreement Iusacell and
the Guarantors have appointed the undersigned (at the undersigned's office
located at 1633 Broadway, New York, New York 10019) as its agent in its name,
place and stead to accept service of any writ, process or summons in respect of
any legal actions or proceedings in New York arising out of or in connection
with the Credit Agreement or any Note (as defined in the Credit Agreement).

            The undersigned hereby (a) informs you that it accepts such
appointment by Iusacell and the Guarantors as set forth in Section 12.11(b) of
the Credit Agreement and (b) agrees with you that (i) it will not terminate such
agency relationship prior to February , 1997, (ii) it will maintain an office in
New York, New York, U.S.A. at all times to and including said date and will give
you prompt notice of any change of its address during such period and (iii) it
will promptly forward to Iusacell any summons, complaint or other legal process
that the undersigned receives in connection with its appointment as such agent
of Iusacell and the Guarantors.

                                          Very truly yours,


                            Process Agent Acceptance























<PAGE>

                                          CT CORPORATION SYSTEM


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


                            Process Agent Acceptance

























































<PAGE>

                                    EXHIBIT E

                           [Form of Pledge Agreement]

                                PLEDGE AGREEMENT

            PLEDGE AGREEMENT dated February , 1996, between GRUPO IUSACELL S.A.
DE C.V., a corporation organized under the laws of the United Mexican States
(the "Pledgor"), and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association organized under the laws of the United States of America, as
agent (the "Agent") for the Banks parties to the Credit Agreement referred to
below.

                             PRELIMINARY STATEMENTS:

            The Pledgor is the owner of the shares (the "Pledged Shares") of
stock described in the Schedule hereto and issued by the corporations named
therein.

            The Banks and the Agent have entered into a Credit Agreement dated
as of February , 1996 (said Credit Agreement, as it may hereafter be amended or
otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined) with the Pledgor and certain guarantors. It is a condition precedent to
the making of the Loans by the Banks under the Credit Agreement that the Pledgor
shall have made the pledge contemplated by this Agreement.

            NOW, THEREFORE, in consideration of the premises and in order to
induce the Banks to make the Loans under the Credit Agreement, the Pledgor
hereby agrees as follows:

            ARTICLE 1. THE PLEDGE.


                                Pledge Agreement




























<PAGE>

            Section 1.01. Pledge. The Pledgor hereby pledges to the Agent for
the ratable benefit of the Banks, and grants to the Agent for the ratable
benefit of the Banks a security interest in, the following (the "Pledged
Collateral"):

      (a) the Pledged Shares and the certificates representing the Pledged
      Shares, and all dividends, cash, instruments and other property from time
      to time received, receivable or otherwise distributed in respect of or in
      exchange for any or all of the Pledged Shares; and

      (b) all additional shares of stock of any issuer of the Pledged Shares
      from time to time acquired by the Pledgor in any manner, and the
      certificates representing such additional shares, and all dividends, cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of such
      shares.

            Section 1.02. Security for Obligations. This Agreement secures the
payment of all obligations of the Pledgor and the Obligors now or hereafter
existing under the Basic Documents whether for principal, interest, fees,
expenses or otherwise (all such obligations being the "Obligations").

            Section 1.03. Endorsements and Delivery of Pledged Collateral. (a)
All certificates or instruments representing or evidencing the Pledged
Collateral shall be endorsed to, delivered to and held by or on behalf of the
Agent pursuant hereto and shall be in suitable form for transfer by subsequent
endorsement and delivery; it being understood that the legend included in the
endorsement and the form and substance of the share certificates evidencing the
Pledged Shares shall be acceptable to the Agent. In addition, the Agent shall
have the right, at any time, upon the occurrence and continuance of a Default,
to exchange certificates or instruments representing or evidencing the Pledged
Collateral for certificates or instruments of smaller or larger denominations.

            (b) Simultaneously with the endorsement and delivery specified in
(a) above, the Pledgor shall provide to the Agent evidence, satisfactory to the
Agent, of a notation relating to the pledge herein contained, made in the stock
registry of each of the issuers of the Pledged Shares and duly signed by the
secretary or other authorized officers of the relevant issuer.

            Section 1.04. Continuing Agreement. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall remain in full
force and effect until payment in full of the Obligations and until the
Commitments shall no longer be in effect. Upon the payment in full of the
Obligations and when the Commitments are no longer in effect, the Pledgor shall
be entitled to the return, upon its request and at its expense, of such of the
Pledged Collateral as shall not have been sold or otherwise applied pursuant to
the terms hereof.


                                Pledge Agreement

















<PAGE>

            ARTICLE 2. REPRESENTATIONS AND WARRANTIES.

The Pledgor hereby represents and warrants as follows:

            Section 2.01. Issuance, Etc. The Pledged Shares have been duly
authorized and validly issued and are fully paid and non-assessable.

            Section 2.02. Ownership and Liens. The Pledgor is the legal and
beneficial owner of the Pledged Collateral free and clear of any Lien, except
for the security interest created by this Agreement and no first refusal, option
or other rights exist with respect to the Pledged Collateral.

            Section 2.03. Perfection. The pledge and delivery of the Pledged
Shares pursuant to this Agreement creates a valid and perfected first priority
security interest in the Pledged Collateral, securing the payment of the
Obligations.

            Section 2.04. No Authorization Required. No authorization, approval,
or other action by, and no notice to or filing with, any governmental authority
or regulatory body is required either (a) for the pledge by the Pledgor of the
Pledged Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by the Pledgor or (b) for the exercise by the
Agent of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement (except
as may be required in connection with such disposition by laws affecting the
offering and sale of securities generally).

            Section 2.05. No Conflicts. The entering into this Agreement does
not conflict with any agreement, concession or law, of any nature, applicable to
or binding the Pledgor.

            Section 2.06. Percentages. The Pledged Shares constitute 100% of the
issued and outstanding shares of stock of the respective issuers thereof.

            ARTICLE 3. COVENANTS.

            Section 3.01. Further Assurances. The Pledgor agrees that at any
time and from time to time, at the expense of the Pledgor, the Pledgor will
promptly execute and deliver all 


                                Pledge Agreement























<PAGE>

further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Agent may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted
hereby or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral.

            Section 3.02. Transfers and Other Liens. The Pledgor agrees that it
will not (i) sell or otherwise dispose of, or grant any option with respect to,
any of the Pledged Collateral, or (ii) create or permit to exist any Lien upon
or with respect to any of the Pledged Collateral, except for the security
interest under this Agreement.

            ARTICLE 4. THE AGENT.

            Section 4.01. Agent Appointed Attorney-in-Fact. The Pledgor hereby
irrevocably appoints the Agent the Pledgor's attorney-in-fact, with full
authority in the place and stead of the Pledgor and in the name of the Pledgor
or otherwise, from time to time in the Agent's discretion to take any action and
to execute any instrument which the Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, indorse and collect all instruments made payable to the Pledgor
representing any dividend, interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same and to sell and transfer the Pledged Collateral.

            Section 4.02 Agent May Perform. If the Pledgor fails to perform any
agreement contained herein, the Agent may itself perform, or cause performance
of, such agreement, and the expenses of the Agent incurred in connection
therewith shall be payable by the Pledgor under Section 6.02.

            Section 4.03. Reasonable Care. The Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which it accords its own property, it being
understood that neither the Agent nor any Bank shall have responsibility

for (a) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged
Collateral, whether or not the Agent or any Bank has or is deemed to have
knowledge of such matters, or (b) taking any necessary steps to preserve rights
against any parties with respect to any Pledged Collateral.

            ARTICLE 5. DEFAULT.


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<PAGE>

            Section 5.01. Voting Rights; Dividends; Etc. (a) So long as no
Default or Event of Default shall have occurred and be continuing:

            (i) The Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Collateral or any part thereof
for any purpose not inconsistent with the terms of this Agreement or the Credit
Agreement; provided, however, that the Pledgor shall not exercise or refrain
from exercising any such right if, in the Agent's judgment, such action would
have a material adverse effect on the value of the Pledged Collateral or any
part thereof, and, provided, further, that the Pledgor shall give the Agent at
least five days' written notice of the manner in which it intends to exercise,
or the reasons for refraining from exercising, any such right.

            (ii) The Pledgor shall be entitled to receive and retain any and all
dividends and interest paid in respect of the Pledged Collateral, provided,
however, that any and all

      (A) dividends paid or payable other than in cash in respect of, and
      instruments and other property received, receivable or otherwise
      distributed in respect of, or in exchange for, any Pledged Collateral,

      (B) dividends and other distributions paid or payable in cash in respect
      of any Pledged Collateral in connection with a partial or total
      liquidation or dissolution or in connection with a reduction of capital,
      capital surplus or paid-in-surplus, and

      (C) cash paid, payable or otherwise distributed in respect of principal
      of, or in redemption of, or in exchange for, any Pledged Collateral, shall
      be, and shall be forthwith delivered to the Agent to hold as, Pledged
      Collateral and shall, if received by the Pledgor, be received in trust for
      the benefit of the Agent, be segregated from the other property or funds
      of the Pledgor, and be forthwith delivered to the Agent as Pledged
      Collateral in the same form as so received (with any necessary
      indorsement).

            (iii) The Agent shall execute and deliver (or cause to be executed
and delivered) to the Pledgor all such proxies and other instruments as the
Pledgor may reasonably request for the purpose of enabling the Pledgor to
exercise the voting and other rights which it is entitled to exercise pursuant
to paragraph (i) above and to receive the dividends or interest payments which
it is authorized to receive and retain pursuant to paragraph (ii) above.

            (b) Upon the occurrence and during the continuance of a Default or
Event of Default:


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<PAGE>

      (i) All rights of the Pledgor to exercise the voting and other consensual
      rights which it would otherwise be entitled to exercise pursuant to
      Section 5.01(a)(i) and to receive the dividends and interest payments
      which it would otherwise be authorized to receive and retain pursuant to
      Section 5.01(a)(ii) shall cease, and all such rights shall thereupon
      become vested in the Agent who shall thereupon have the sole right to
      exercise such voting and other consensual rights and to receive and hold
      as Pledged Collateral such dividends and interest payments.

      (ii) All dividends which are received by the Pledgor contrary to the
      provisions of paragraph (i) of this Section 5.01(b) shall be received in
      trust for the benefit of the Agent, shall be segregated from other funds
      of the Pledgor and shall be forthwith paid over to the Agent as Pledged
      Collateral in the same form as so received (with any necessary
      indorsement).

            Section 5.02. Remedies upon Default. If any Event of Default shall
have occurred and be continuing:

      (a) Subject to Section 5.02(c), the Agent may exercise in respect of the
      Pledged Collateral, in addition to other rights and remedies provided for
      herein or otherwise available to it, all the rights and remedies of a
      secured party on default under the Uniform Commercial Code (the "UCC") in
      effect in the State of New York at that time, and the Agent may also,
      without notice except as specified below, sell the Pledged Collateral or
      any part thereof in one or more parcels at public or private sale, at any
      exchange, broker's board or at any of the Agent' offices or elsewhere, for
      cash, on credit or for future delivery, and at such price or prices and
      upon such other terms as the Agent may deem commercially reasonable. The
      Pledgor agrees that, to the extent notice of sale shall be required by
      law, at least 10 days' notice to the Pledgor of the time and place of any
      public sale or the time after which any private sale is to be made shall
      constitute reasonable notification. The Agent shall not be obligated to
      make any sale of Pledged Collateral regardless of notice of sale having
      been given. The Agent may adjourn any public or private sale from time to
      time by announcement at the time and place fixed therefor, and such sale
      may, without further notice, be made at the time and place to which it was
      so adjourned.

      (b) Any cash held by the Agent as Pledged Collateral and all cash proceeds
      received by the Agent in respect of any sale of collection from or other
      realization upon all or any part of the Pledged Collateral may, in the
      discretion of the Agent, be held by the Agent as collateral for, and/or
      then or at any time thereafter applied (after payment of any amounts
      payable to the Agent pursuant to Section 6.02) in whole or in part by the
      Agent for the ratable benefit of the Banks against, all or any part of the
      Obligations in such order as the Agent shall elect. Any surplus of such
      cash or cash proceeds held by the Agent and 


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<PAGE>

      remaining after payment in full of all the Obligations shall be paid over
      to the Pledgor or to whomsoever may be lawfully entitled to receive such
      surplus.

            (c)   Prior to the sale of any Pledged Collateral, the Agent will:

            (i)   send a notice (the "Foreclosure Notice") to the Foreclosure
                  Representative setting forth:

            (A)   its intent to sell such Pledged Collateral;

            (B)   the outstanding amount of the Obligations as of the date of
                  the Foreclosure Notice;

            (C)   the per diem interest rate on the Obligations;

            (D)   wire transfer instructions for the payment of the Obligations;
                  and

            (E)   the name of an officer of the Agent with whom the Foreclosure
                  Representative may discuss the purchase of the Obligations as
                  set forth below.

            (ii) allow the Foreclosure Representative, for a period of ten days
from the date of delivery of the Foreclosure Notice to the Foreclosure
Representative (the "Purchase Period"), to purchase the Obligations, on behalf
of the Peralta Group and/or BALAH, as the case may be, no later than the last
day of the Purchase Period at a price equal to the aggregate outstanding amount
of the Obligations (including without limitation accrued and unpaid interest
thereon) on the date of such purchase; provided, however, that if the last day
of the Purchase Period is not a Business Day, such last day shall be extended to
the next succeeding Business Day.

            For the purposes of this Section 5.02(c), the following terms have
the following meanings:

            (A)   "BALAH" shall mean Bell Atlantic Latin American Holdings, Inc.


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<PAGE>

            (B) "Foreclosure Representative" shall mean a financial institution
or law firm in New York, New York engaged by the Peralta Group and BALAH, and
which is reasonably acceptable to the Agent, which shall (i) receive and forward
the Foreclosure Notice to the Peralta Group and BALAH and (ii) receive and
forward to the Agent, in accordance with the procedures established in an
agreement with the Peralta Group and BALAH, and which is reasonably acceptable
to the Agent, any amounts received in respect of the exercise by the Peralta
Group and/or BALAH of its rights to purchase the Obligations in accordance with
this Section 5.01(c).

            (C) "Peralta Group" shall mean Alejo Peralta y Diaz Ceballos and
Carlos Peralta Quintero.

            (d) Nothing in this Section 5.02(c) shall be deemed to affect any
other right or remedy of the Agent or any right of The Chase Manhattan Bank,
N.A. under the U.S.$10,000,000 principal amount demand note issued by Iusacell
in favor The Chase Manhattan Bank, N.A.

            ARTICLE 6. MISCELLANEOUS.

            Section 6.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Agent, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

            Section 6.02. Expenses. The Pledgor will upon demand pay to the
Agent the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which the Agent
may incur in connection with (a) the administration of this Agreement, (b) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (c) the exercise or enforcement
of any of the rights of the Agent or the Banks hereunder or (d) the failure by
the Pledgor to perform or observe any of the provisions hereof.

            Section 6.03. Notices. Unless the party to be notified otherwise
notifies the other party in writing, notices shall be given by ordinary mail or
telex, addressed to such party at its address on the signature page of the
Credit Agreement.

            Section 6.04. Transfer of Facility Documents. This Agreement shall
(a) be binding upon the Pledgor, its successors and assigns, and (b) inure,
together with the rights and remedies of the Agent hereunder, to the benefit of
the Agent, the Bank and their respective 


                                Pledge Agreement


















<PAGE>

successors, transferees and assigns. Without limiting the generality of the
foregoing clause (b), any Bank may assign or otherwise transfer the Credit
Agreement, or grant participations therein held by any other person or entity,
and such other person or entity shall thereupon become vested with all the
benefits in respect thereof granted to such Bank herein or otherwise, subject,
however, to the provisions of Section 11 (concerning the Agent) of the Credit
Agreement.

            Section 6.05. Governing Law; Terms. This Agreement shall be governed
by and the construed in accordance with the laws of the State of New York.

            Section 6.06. Submission to Jurisdiction. For the interpretation,
performance and enforcement or this Agreement, each of the parties hereto
expressly and irrevocably submits to the Federal and state courts located in the
City of New York, State of New York, United States of America and to the courts
of its own corporate domicile, with respect to actions brought against it as a
defendant, and waives any right to be sued in any other jurisdiction to which it
may be entitled, by reason of its present future domicile or otherwise.

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.

                                        GRUPO IUSACELL, S.A. DE C.V.


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

                                          Title

                                        THE CHASE MANHATTAN BANK
                                         (NATIONAL ASSOCIATION),

                                        as Agent


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<PAGE>

                                        By
________                                  ---------------------------------
                                          Name:

                                          Title


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<PAGE>

                          SCHEDULE to PLEDGE AGREEMENT

                                     Stock Certificate          Number
Stock Issuer       Class of Stock         No(s).             Par Value of Shares
------------       --------------    -----------------       -------------------


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<PAGE>

                                    EXHIBIT F

                             SUBORDINATION AGREEMENT

            SUBORDINATION AGREEMENT, dated February 27, 1996, between MERRILL
LYNCH INTERNATIONAL BANK LIMITED (MERCHANT BANK), a corporation organized and
existing under the laws of the United Kingdom (the "Subordinated Creditor") and
GRUPO IUSACELL, S.A. DE C.V., a corporation organized and existing under the
laws of Mexico (the "Borrower") and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) as Agent for the Banks under the Credit Agreement referred to below
(the "Agent").

            PRELIMINARY STATEMENTS:

            (1) The Agent has entered into a Credit Agreement dated as of
February 16, 1996 with the Borrower, certain guarantors and other financial
institutions (said Agreement, as it may hereafter be amended or otherwise
modified from time to time, being the "Credit Agreement", the terms defined
therein and not otherwise defined herein being used herein as therein defined).

            (2) The Borrower is now indebted to the Subordinated Creditor and
may hereafter from time to time become indebted or otherwise obligated to the
Subordinated Creditor in further amounts (all such indebtedness and other
obligations now or hereafter existing, whether created directly or acquired by
assignment or otherwise, and interest and premiums, if any, thereon and other
amounts payable in respect thereof, are hereinafter referred to as the
"Subordinated Debt").

            (3) It is a condition precedent to the making of Loans by the Banks
under the Credit Agreement that the Subordinated Creditor shall have executed
and delivered this Agreement.


                             Subordination Agreement
































<PAGE>

            NOW THEREFORE, in consideration of the premises and in order to
induce the Banks to make Loans under the Credit Agreement, the Subordinated
Creditor and the Borrower each hereby agrees as follows:

                          ARTICLE 1. THE SUBORDINATION.

            Section 1.01. Agreement to Subordinate. The Subordinated Creditor
and the Borrower each agrees that the Subordinated Debt is and shall be
subordinate, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all indebtedness of the Borrower now or
hereafter existing under the Credit Agreement and the Notes, whether for
principal, interest (including, without limitation, interest, as provided in the
Notes, accruing after the filing of a petition initiating any proceeding
referred to in Section 1.03(a)), fees, expenses or otherwise (such indebtedness
being the "Senior Debt").

            Section 1.02. No Payment by the Borrower on the Subordinated Debt.
The Subordinated Creditor agrees not to ask, demand, sue for, take or receive
from the Borrower, directly or indirectly, in cash or other property or by
set-off or in any other manner (including, without limitation, from or by way of
collateral), payment of all or any of the Subordinated Debt unless and until the
Senior Debt shall have been paid in full; provided, however, that the
Subordinated Creditor may at any time, including, but not limited to, prior to
the payment in full of the Senior Debt, ask, demand, sue for, take and/or
receive for its own benefit payment from, and exercise remedies against, FIUSA
PASTEJE, S.A. de C.V. (as successor to ADMINISTRACION y CONTROL de INDUSTRIAS,
S.A. de C.V.) and BELL ATLANTIC FINANCIAL SERVICES, INC., as contingent
purchasers (collectively, the "Contingent Purchasers") under that certain
Contingent Purchase Agreement dated as of April 6, 1995 (the "Contingent
Purchase Agreement") between the Contingent Purchasers and the Subordinated
Creditor. For the purposes of this Agreement, the Senior Debt shall not be
deemed to have been paid in full until the fulfillment of the following
conditions: (a) the Termination Date shall have elapsed or the Credit Agreement
shall have been terminated and (b) the Banks shall have received payment of the
Senior Debt in cash.

            Section 1.03. In Furtherance of Subordination. The Subordinated
Creditor agrees as follows:

            (a) Upon any distribution of all or any of the assets of the
      Borrower to creditors of the Borrower upon the dissolution, winding up,
      liquidation, arrangement, reorganization, adjustment, protection, relief
      or composition of the Borrower or its debts, whether in any bankruptcy,
      insolvency, arrangement, reorganization, receivership, relief or similar
      proceedings or upon an assignment for the benefit of creditors or any
      other marshalling of the assets and liabilities of the Borrower or
      otherwise, any payment or distribution of any kind (whether in cash,
      property or securities) which otherwise would be payable or 


                             Subordination Agreement














<PAGE>

      deliverable upon or with respect to the Subordinated Debt shall be paid or
      delivered directly to the Agent for application (in the case of cash) to
      or as collateral (in the case of non-cash property or securities) for the
      payment or prepayment of the Senior Debt until the Senior Debt shall have
      been paid in full.

            (b) All payments or distributions upon or with respect to the
      Subordinated Debt which are received by the Subordinated Creditor contrary
      to the provisions of this Agreement shall be received in trust for the
      benefit of the Agent on behalf of the Banks, shall be segregated from
      other funds and property held by the Subordinated Creditor and shall be
      forthwith paid over to the Agent in the same form as so received (with any
      necessary indorsement) to be applied (in the case of cash) to or held as
      collateral (in the case of non-cash property or securities) for the
      payment or prepayment of the Senior Debt in accordance with the terms of
      the Credit Agreement.

            (c) The Agent is hereby authorized to demand specific performance of
      this Agreement, whether or not the Borrower shall have complied with any
      of the provisions hereof applicable to it, at any time when the
      Subordinated Creditor shall have failed to comply with any of the
      provisions of this Agreement applicable to it. The Subordinated Creditor
      hereby irrevocably waives any defense based on the adequacy of a remedy at
      law, which might be asserted as a bar to such remedy of specific
      performance.

            Section 1.04. No Commencement of Any Proceeding. The Subordinated
Creditor agrees that, so long as any of the Senior Debt shall remain unpaid, it
will not commence, or join with any creditor other than the Agent on behalf of
the Banks in commencing, any proceeding referred to in Section 1.03(a) with
respect to the Borrower.

            Section 1.05. Rights of Subrogation. The Subordinated Creditor
agrees that no payment or distribution to the Banks pursuant to the provisions
of this Agreement shall entitle the Subordinated Creditor to exercise any rights
of subrogation in respect thereof until the Senior Debt shall have been paid in
full.

            Section 1.06. Subordination Legend; Further Assurances. The
Subordinated Creditor and the Borrower will cause each instrument, if any,
evidencing Subordinated Debt to be endorsed with the following legend:

            "The indebtedness evidenced by this instrument is subordinated to
      the prior payment in full of the Senior Debt (as defined in the
      Subordination Agreement referred to below) pursuant to, and to the extent
      provided in, the Subordination Agreement dated 


                             Subordination Agreement














<PAGE>

      February , 1996 by the maker hereof and payee named herein in favor of The
      Chase Manhattan Bank (National Association), as Agent."

The Subordinated Creditor and the Borrower each will further mark its books of
account in such a manner as shall be effective to give proper notice of the
effect of this Agreement. So long as the Subordinated Creditor holds the
Subordinated Debt, the Subordinated Creditor and the Borrower each will, at the
expense of the Borrower, and at any time and from time to time, promptly execute
and deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that the Agent may reasonably request, in
order to protect any right or interest granted or purported to be granted hereby
or to enable the Agent to exercise and enforce its rights and remedies
hereunder.

            Section 1.07. No Change in or Disposition of Subordinated Debt. The
Subordinated Creditor will not:

            (a) Cancel or otherwise discharge any of the Subordinated Debt
      (except upon payment in full thereof paid to the Banks as contemplated by
      Section 1.02 or subordinate any of the Subordinated Debt to any
      indebtedness of the Borrower other than the Senior Debt;

            (b) Sell, assign, pledge, encumber or otherwise dispose of any of
      the Subordinated Debt unless such sale, assignment, pledge, encumbrance or
      disposition is made expressly subject to this Agreement; or

            (c) Release any Guarantor of the Subordinated Debt from all or any
      portion of its guarantee of the Subordinated Debt. For purposes of this
      parragraph the term "Guarantor" shall mean: FIUSA PASTEJE, S.A. de C.V.
      (as successor to ADMINISTRACION y CONTROL de INDUSTRIAS, S.A. de C.V.) and
      BELL ATLANTIC FINANCIAL SERVICES, INC.


                             Subordination Agreement
































<PAGE>

            Section 1.08. Agreement by the Borrower. The Borrower agrees that it
will not make any payment of any of the Subordinated Debt, or take any other
action, in contravention of the provisions of this Agreement.

            Section 1.09. Obligations Hereunder Not Affected. All rights and
interests of the Banks hereunder, and all agreements of the Subordinated
Creditor and the Borrower under this Agreement, shall remain in full force and
effect irrespective of:

            (a) any lack of validity or enforceability of the Credit Agreement,
      the Notes or any other agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Senior Debt, or any other amendment or
      waiver of or any consent to departure from the Notes or the Credit
      Agreement;

            (c) any exchange, release or non-perfection of any collateral, or
      any release or amendment or waiver of or consent to departure from any
      guaranty, for all or any of the Senior Debt; or

            (d) any other circumstance which might otherwise constitute a
      defense available to, or a discharge of, the Borrower or a subordinated
      creditor.

This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Senior Debt is rescinded or must
otherwise be returned by the Banks upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as though such payment had not
been made.


                             Subordination Agreement
































<PAGE>

            Section 1.10. Subordinated Creditor's Rights Against Other Persons
Not Affected. Nothing in this Subordination Agreement shall in any way diminish,
restrict or impair the ability of the Subordinated Creditor to accept any
payment from, or exercise remedies against, any Person other than the Borrower
and its Subsidiaries in respect of the Subordinated Debt, whether pursuant to
the Contingent Purchase Agreement or otherwise.

                   ARTICLE 2. REPRESENTATIONS AND WARRANTIES.

            Section 2.01. Subordinated Debt. (a) The Borrower hereby represents
and warrants that (i) the Subordinated Debt now outstanding, true and complete
copies of instruments evidencing which have been furnished to the Banks, has
been duly authorized by the Borrower, has not been amended or otherwise
modified, and constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms and (ii)
there exists no default in respect of any of the Subordinated Debt.

            (b) The Subordinated Creditor hereby represents and warrants that
the Subordinated Creditor owns the Subordinated Debt now outstanding free and
clear of any lien, security interest, charge or encumbrance or any rights of
others (including the rights of any other subordinated creditor).

                            ARTICLE 3. MISCELLANEOUS

            Section 3.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Subordinated
Creditor or the Borrower therefrom shall in any event be effective unless the
same shall be in writing and signed by the Banks, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of the Agent in any Bank to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

            Section 3.02. Formalities. The Subordinated Creditor and the
Borrower each hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the Senior Debt and this Agreement and any
requirement that the Banks protect, secure, perfect or insure any security
interest or lien or any property subject thereto or exhaust any right or take
any action against the Borrower or any other person or entity or any collateral.


                             Subordination Agreement


















<PAGE>

            Section 3.03. Expenses. The Borrower agrees to pay, upon demand, to
the Agent and/or the Subordinated Creditor, as the case may be, the amount of
any and all reasonable expenses, including the reasonable fees and expenses of
its counsel, which the Agent or the Subordinated Creditor may incur in
connection with the exercise or enforcement of any of the Agent's rights or
interests hereunder.

            Section 3.04. Notices. All demands, notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and, if to the Subordinated Creditor, mailed or telegraphed or delivered to it,
addressed to it at Merrill Lynch International Bank Limited (Merchant Bank), 2
Raffles Link, Marina Bayfront, Singapore 039392 with a copy to Richard Mumford
or Private Banking Counsel, Office of the General Counsel, Merrill Lynch & Co.,
World Financial Center, North Tower, New York, New York 10281-1323; if to the
Borrower or the Agent, mailed or telegraphed or delivered to it, addressed to it
at the address of the Borrower or the Agent (as the case may be) specified in
the Credit Agreement; or as to each party at such other address as shall be
designated by such party in a written notice to each other party complying as to
delivery with the terms of this Section. All such demands, notices and other
communications shall, when mailed or telegraphed, be effective when deposited in
the mails or delivered to the telegraph company, as the case may be, addressed
as aforesaid.

            Section 3.05. Continuing Agreement; Transfer of Notes. This
Agreement is a continuing agreement and shall (i) remain in full force and
effect until the Senior Debt shall have been paid in full, (ii) be binding upon
the Subordinated Creditor, the Borrower and their respective successors and
assigns, and (iii) inure to the benefit of and be enforceable by the Agent and
the Banks and their respective successors, transferees and assigns. Without
limiting the generality of the foregoing clause (iii), the Bank may assign or
otherwise transfer its Note to any other person or entity, and such other person
or entity shall thereupon become vested with all the rights in respect thereof
granted to such Bank herein or otherwise.

            Section 3.06. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.

            IN WITNESS WHEREOF, the Subordinated Creditor, the Borrower and the
Bank each has caused this Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first above written.

                                          MERRILL LYNCH INTERNATIONAL BANK
                                           LIMITED (Merchant Bank)


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

                                            Title:

                                          THE CHASE MANHATTAN BANK
                                           (NATIONAL ASSOCIATION),

                                           as Agent


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

                                            Title:


<PAGE>



                                          GRUPO IUSACELL, S.A. DE C.V.


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

                                            Title: