ACQUISITION AGREEMENT



                                  BY AND AMONG



                              BIPER, S.A. DE C.V.,



                           MOVIL ACCESS, S.A. DE C.V.,



                       BELL ATLANTIC INTERNATIONAL, INC.,



                   BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,



                    BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.



                                       AND



                             VODAFONE AMERICAS B.V.



                            Dated as of June 12, 2003



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



{PAGE}



                              ACQUISITION AGREEMENT



                  ACQUISITION AGREEMENT, dated as of June 12, 2003 (this

"Agreement"), by and among, BIPER, S.A. DE C.V., a corporation organized and

existing under the laws of the United Mexican States ("Parent"), MOVIL ACCESS,

S.A. DE C.V., a corporation organized and existing under the laws of the United

Mexican States and a wholly owned subsidiary of Parent ("Sub", and together with

Parent, the "Purchasers"), BELL ATLANTIC INTERNATIONAL, INC., a corporation

organized and existing under the laws of Delaware ("BAII"), BELL ATLANTIC LATIN

AMERICA HOLDINGS, INC., a corporation organized and existing under the laws of

Delaware ("BALAH"), BELL ATLANTIC NEW ZEALAND HOLDINGS, INC., a corporation

organized and existing under the laws of Delaware ("BANZHI", and collectively

with BAII and BALAH, the "Verizon Selling Shareholders"), and VODAFONE AMERICAS

B.V., a limited liability company organized and existing under the laws of The

Netherlands ("Vodafone," and together with the Verizon Selling Shareholders, the

"Sellers").



                              W I T N E S S E T H:

                              - - - - - - - - - -



                  WHEREAS, Parent intends to cause Sub, and Sub intends, to

acquire for cash all of the issued and outstanding capital stock of Grupo

Iusacell, S.A. de C.V., a variable stock company organized and existing under

the laws of the United Mexican States (the "Company"), which is comprised of

series A shares without par value (the "Series A Shares"), series V shares of

the Company, without par value (the "Series V Shares"), and American Depositary

Shares, each representing one hundred (100) Series V Shares, of the Company

("ADSs", and together with the Series A Shares and the Series V Shares, the

"Securities"), pursuant to concurrent tender offers in Mexico for all of the

Series A Shares and all of the Series V Shares (the "Mexican Offer") and in the

United States for all of the ADSs (the "U.S. Offer" and together with the

Mexican Offer, the "Offers");



                  WHEREAS, as of the date hereof the Verizon Selling

Shareholders own, either beneficially or of record, in the aggregate,

657,966,431 Series A Shares, 74,752,002 Series V Shares and 14,000 ADSs

representing approximately 39.4% of the total capital stock of the Company

(collectively, the "Verizon Shares");



                  WHEREAS, as of the date hereof Vodafone owns, directly or

indirectly, and either beneficially or of record, 303,326,053 Series A Shares

and 339,617,555 Series V Shares representing approximately 34.5% of the total

capital stock of the Company (collectively, the "Vodafone Shares");



                  WHEREAS, the Verizon Selling Shareholders have agreed to

tender the Verizon Shares (other than ADSs) into the Mexican Offer and the ADSs

into the U.S. Offer and Vodafone has agreed to tender the Vodafone Shares into

the Mexican Offer in accordance with the terms of this Agreement and the Escrow

Agreement; and



                  WHEREAS, the respective Boards of Directors of Parent, Sub,

Verizon and Vodafone have approved this Agreement.



{PAGE}



                  NOW, THEREFORE, in consideration of the premises and of the

mutual covenants, representations, warranties and agreements herein contained,

the parties intending to be legally bound, hereby agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



                  Section 1.1. Definitions. When used in this Agreement, the

following terms shall have the respective meanings specified therefor below.



                  "Acquisition Proposal" shall mean (i) any inquiry, proposal or

offer from any Person or group relating to any direct or indirect acquisition or

purchase of all or substantially all of the consolidated assets of the Company

and its Subsidiaries or a majority of the issued and outstanding capital stock

of the Company or any of its Subsidiaries, (ii) any tender offer or exchange

offer that, if consummated, would result in any Person beneficially owning a

majority of the issued and outstanding capital stock of the Company or any of

its Subsidiaries, or (iii) any merger, consolidation, business combination,

recapitalization, liquidation, dissolution or similar transaction involving the

Company or any of its Subsidiaries, in each case other than the transactions

contemplated by this Agreement.



                  "ADS" shall have the meaning set forth in the first recital

hereto.



                  "Affiliate" of any Person shall mean, when used with reference

to a specific Person, any Person that at the time of determination of Affiliate

status directly or indirectly, whether through one or more intermediaries,

controls, is controlled by or is under common control with such specific Person.

Notwithstanding the foregoing, for purposes of this Agreement each of the

Verizon Selling Shareholders and their respective Affiliates (other than the

Company and its Subsidiaries) and Vodafone and its Affiliates (other than the

Company and its Subsidiaries) shall be deemed to not be Affiliates of the

Company and its Subsidiaries.



                  "Agreement" shall have the meaning set forth in the preamble

hereto.



                  "BAII" shall have the meaning set forth in the preamble

hereto.



                  "BALAH" shall have the meaning set forth in the preamble

hereto.



                  "Bankruptcy Event" shall mean any of the following actions by

the Company or any of its Subsidiaries pursuant to or within the meaning of any

Bankruptcy Law:



                  (i)      commencement of a voluntary case or filing a request

         or petition for a writ of execution to initiate bankruptcy or concurso

         mercantil proceedings or to have itself or one or more of its

         Subsidiaries adjudicated as bankrupt;



                  (ii)     consenting to the entry of an order for relief

         against the Company or any of its Subsidiaries in an involuntary case;



                                      -2-



{PAGE}



                  (iii)    consenting to the appointment of a custodian of the

         Company or any of its Subsidiaries or for any substantial part of its

         property;



                  (iv)     making a general assignment for the benefit of the

         Company's or any of its Subsidiaries' creditors; or



                  (v)      proposing or agreeing to an accord or composition in

         bankruptcy between the Company and/or any of its Subsidiaries and its

         or their respective creditors.



                  "Bankruptcy Law" means Title 11, United States Code, or any

similar federal or state law for the relief of debtors or the administration or

liquidation of debtors' estates for the benefit of their creditors, and the

Mexican Ley de Concursos Mercantiles, or any similar federal or state law for

the relief of debtors or the administration or liquidation of debtors' estates

for the benefit of their creditors.



                  "BANZHI" shall have the meaning set forth in the preamble

hereto.



                  "Business Day" shall mean any day except a Saturday, a Sunday

or any other day on which commercial banks are required or authorized to close

in New York, New York or in Mexico City, Mexico.



                  "Closing" shall mean the acceptance for payment by Sub of the

Securities pursuant to the Offers.



                  "Closing Date" shall mean the date and time at which the

Closing occurs.



                  "CNBV" shall mean the Comision Nacional Bancaria y de Valores

(National Banking and Securities Commission) of Mexico.



                  "CNIE" shall mean the Comision Nacional de Inversiones

Extranjeras (National Commission of Foreign Investment) of Mexico.



                  "COFECO" shall mean the Comision Federal de Competencia of

Mexico.



                  "COFETEL" shall mean the Comision Federal de

Telecomunicaciones of Mexico.



                  "Commencement Date" shall mean the date on which the Offers

are first published, sent or given to the shareholders of the Company.



                  "Commitment" shall mean (i) options, warrants, convertible

securities, exchangeable securities, subscription rights, conversion rights,

exchange rights, or other Contracts that could require a company to issue shares

of capital stock or to sell shares of capital stock it owns in another company;

(ii) any other securities convertible into, exchangeable or exercisable for, or

representing the right to subscribe for any shares of capital stock of a company

or owned by a company; (iii) statutory pre-emptive rights or pre-emptive rights

granted under a company's organizational documents; and (iv) stock appreciation

rights, phantom stock, profit participation, or other similar rights with

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC