QUALCOMM INC/DE
EXHIBIT 10.52
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>3
<FILENAME>a85543exv10w52.txt
<DESCRIPTION>EXHIBIT 10.52
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.52

                                                                  EXECUTION COPY

              SEVENTH AMENDMENT AND WAIVER TO BRIDGE LOAN AGREEMENT

        This SEVENTH AMENDMENT AND WAIVER TO BRIDGE LOAN AGREEMENT (this
"Amendment"), dated as of September 10, 2002, is entered into by PEGASO
COMUNICACIONES Y SISTEMAS, S.A. DE C.V., a sociedad anonima de capital variable
organized under the laws of Mexico ("Borrower"), PEGASO TELECOMUNICACIONES, S.A.
DE C.V., a sociedad anonima de capital variable organized under the laws of
Mexico ("Pegaso"), PEGASO PCS, S.A. DE C.V., a sociedad anonima de capital
variable organized under the laws of Mexico ("Pegaso PCS"), PEGASO RECURSOS
HUMANOS, S.A. DE C.V., a sociedad anonima de capital variable organized under
the laws of Mexico ("Pegaso RH"), PEGASO FINANZAS, S.A. DE C.V., a sociedad
anonima de capital variable organized under the laws of Mexico ("Finanzas"),
PEGASO FINCO I, S.A. DE C.V., a sociedad anonima de capital variable organized
under the laws of Mexico ("Finco"), QUALCOMM INCORPORATED, a corporation
organized under the laws of Delaware ("QUALCOMM" and also the "Lender"), and
CITIBANK, N.A., a national banking association, in its capacity as
administrative agent for the Lenders ("Administrative Agent"), under the Bridge
Loan Agreement dated as of May 27, 1999 (as modified, amended, supplemented or
restated from time to time, the "Bridge Loan Agreement"). Unless otherwise
indicated, capitalized terms used and not otherwise defined in this Amendment
shall have the same meanings in this Amendment as set forth in the Bridge Loan
Agreement, and the rules of interpretation set forth in Section 1.2 of the
Bridge Loan Agreement shall be applicable to this Amendment, mutatis mutandis,
as if set forth in this Amendment.

                                    RECITALS:

        A. The Bridge Loan Agreement has been amended pursuant to (i) the First
Amendment to the Bridge Loan Agreement, dated as of February 8, 2000, (ii) the
Second Amendment to the Bridge Loan Agreement, dated as of August 22, 2000,
(iii) the Third Amendment to the Bridge Loan Agreement, dated as of November 17,
2000, (iv) the Fourth Amendment to the Bridge Loan Agreement, dated as of March
22, 2001, (v) the Fifth Amendment and Waiver to Bridge Loan Agreement, dated as
of June 29, 2001, and (vi) the Sixth Amendment and Waiver to the Bridge Loan
Agreement, dated as of October 10, 2001.

        B. QUALCOMM and the members of the Borrower Group entered into that
certain letter agreement, dated as of March 29, 2002 (the "Bridge Interest
Capitalization Letter Agreement"), pursuant to which the parties agreed, inter
alia, to set the interest rate applicable to all Loans then outstanding at
19.78% per annum and to capitalize the outstanding interest on all Loans on the
last day of each March, June, September and December.

        C. The shareholders of Pegaso (the "Shareholders"), have entered into a
Stock Purchase Agreement, dated as of April 26, 2002 (the "Stock Purchase
Agreement"), with Telefonica Moviles, S.A. ("TEM"), and certain other parties
named in the Stock Purchase

<PAGE>

Agreement, pursuant to which TEM has agreed to purchase from certain of the
shareholders their shares in Pegaso pursuant to the terms and conditions set
forth in the Stock Purchase Agreement.

        D. The Shareholders, Pegaso, Sprint Corporation and Leap Wireless
International, Inc. have entered into a Funding Agreement, dated as of June 26,
2001 (as amended or modified from time to time, the "Funding Agreement"),
pursuant to which certain of the Shareholders are obligated to subscribe to and
purchase notes from Pegaso in a minimum amount of $100,000,000 and up to
$150,000,000 in the form of subordinated convertible debt (the "Convertible
Notes") pursuant to the terms and conditions of the Funding Agreement.

        E. Borrower has requested that (i) the Bridge Loan Agreement be amended
to change the definition of "Scheduled Maturity Date", (ii) the accrual of
interest applicable on all Loans outstanding shall have stopped as of November
30, 2001, (iii) QUALCOMM waive certain provisions of the Bridge Loan Agreement
in connection with the Closing under the Stock Purchase Agreement and (iv)
QUALCOMM waive, among the other matters set forth herein, the mandatory
prepayment requirement under Section 2.15 of the Bridge Loan Agreement with
respect to the net proceeds to be received from the issuance of the Capital
Stock of Pegaso contemplated in connection with the Closing under the Stock
Purchase Agreement.

        F. QUALCOMM and the Administrative Agent have agreed to amend the Bridge
Loan Agreement and QUALCOMM has agreed to (i) stop accruing interest on the
Obligations as of November 30, 2001 and (ii) grant the waivers requested in this
Amendment, each upon the terms and conditions set forth in this Amendment.

        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

        Section 1. Amendment, Agreement, Waiver and Acknowledgement.

        (a) Amendment. Subject to the satisfaction of the conditions precedent
set forth in Section 2 of this Amendment, Section 1.1 of the Bridge Loan
Agreement is amended as follows:

            (i) Section 1.1 (Defined Terms) of the Bridge Loan Agreement is
amended by substituting the definition of "Scheduled Maturity Date" with the
following new definition of "Scheduled Maturity Date":

        "Scheduled Maturity Date" shall mean the earlier of (a) the date that is
sixty (60) days after the Closing under the Stock Purchase Agreement or (b) if
the Stock Purchase Agreement is rescinded, revoked or abandoned for any reason
by any party to the Stock Purchase Agreement or terminated in accordance with
the terms thereof prior to the date that is sixty (60) days after the Closing
under the Stock Purchase Agreement, the date three (3) Business Days after such
termination, rescission, revocation or abandonment.


                                       2
<PAGE>

            (ii) Section 1.1 (Defined Terms) of the Bridge Loan Agreement is
amended by adding the following new definition of "Stock Purchase Agreement" in
the appropriate alphabetical order:

        "Stock Purchase Agreement" means that certain Stock Purchase Agreement,
dated as of April 26, 2002, among Telefonica Moviles, S.A., the Borrower Group,
Alejandro Burillo Azcarraga, Carmela Azcarraga Milmo, Scotiabank Inverlat, S.A.,
Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat, as trustee
of fideicomiso No. 101814, a Mexican Trust, Leap PCS Mexico, Inc., Leap Wireless
International, Inc., IEII, Nissho Iwai, LAIF X SPRL, QUALCOMM, Sprint Mexico,
Inc., Sprint Corporation, Alcatel and Telefonaktiebolaget LM Ericsson (publ).

            (iii) Section 6.31 (Operating Agreements) of the Bridge Loan
Agreement is deleted in its entirety.

        (b) Agreements.

            (i) Accrual of interest is stopped as of November 30, 2001 provided
that the Bridge Loans are timely repaid in accordance with the Stock Purchase
Agreement and, provided that the Bridge Loans are timely repaid by the Scheduled
Maturity Date, all default interest applicable to the Bridge Loan Agreement and
any late fee or other charge payable in connection with a default thereunder
incurred by any member of the Borrower Group at any time prior to such timely
repayment are hereby waived. If the Closing under the Stock Purchase Agreement
has occurred and (A) the Obligations are not paid on or before the date that is
sixty (60) days after such Closing, the liquidated damages provision with
respect to such late payments set forth in Section 2.05(b) of the Stock Purchase
Agreement shall apply to the unpaid Obligations, and (B) the Obligations are not
paid on or before the date that is ninety (90) days after such Closing, interest
on the unpaid Obligations shall have been deemed to accrue from November 30,
2001 and capitalized in accordance with the Bridge Interest Capitalization
Letter Agreement. Section 2.05(b) of the Stock Purchase Agreement is hereby
incorporated by reference as if fully set forth in this Amendment and the
defined terms used in Section 2.05(b) of the Stock Purchase Agreement shall have
the meanings ascribed to such terms in the Stock Purchase Agreement.

            (ii) If all outstanding obligations under the Bridge Loan Agreement
are paid by Borrower prior to the Scheduled Maturity Date, (A) interest under
the Bridge Loan Agreement shall be deemed not to have accrued or capitalized
pursuant to the Bridge Interest Capitalization Letter Agreement, and (B) all
interest (including default interest) under the Bridge Loan Agreement accruing
from November 30, 2001 until the date of such repayment shall be forgiven
(condonado) for all purposes.

            (iii) Until the earlier of (A) the date that is sixty (60) days
after the Closing under the Stock Purchase Agreement and (B) the day that the
Obligations shall have been indefeasibly paid in full, QUALCOMM waives its
rights under Section 2.16 of the Bridge Loan Agreement and agrees that it shall
not arrange, or attempt to arrange, a syndication of the Commitments, Loans, or
LC Expsoures under the Facilities.


                                       3
<PAGE>

            (iv) Upon the indefeasible payment in full of the Obligations on or
before the date that is sixty (60) days after the Closing under the Stock
Purchase Agreement, QUALCOMM hereby agrees to, on the date of such payment,
execute, as requested by TEM, either (A) terminations of the Bridge Loan
Agreement, the Pagares issued in connection with the disbursements made under
the Bridge Loan Agreement and each other document evidencing the loans
thereunder and the pay-off letter, each in form and substance reasonably
acceptable to the parties thereto, or (B) an assignment and assumption of the
Bridge Loan Agreement in accordance with the terms of the Stock Purchase
Agreement and each member of the Borrower Group hereby agrees to, on the date of
such payment, (1) execute and deliver a letter of release in the form attached
to this Amendment as Exhibit B.

            (v) The Borrower's Obligations under the Bridge Loan Agreement are
due and payable on or before the Scheduled Maturity Date; provided, however,
that if the Borrower fails to make payment in cash in full of all amounts due
under the Bridge Loan Agreement by the date that is sixty (60) days after the
Closing under the Stock Purchase Agreement, the Scheduled Maturity Date shall be
deemed extended on a week by week basis up to the date that is ninety (90) days
after Closing under the Stock Purchase Agreement only if the liquidated damages
amounts payable by Borrower under Section 2.05(b) of the Stock Purchase
Agreement are paid in full when due and all amounts due under the Bridge Loan
Agreement are repaid on or before the date that is ninety (90) days after the
Closing under the Stock Purchase Agreement.

        (c) Waiver and Acknowledgement. Subject to the satisfaction of the
conditions precedent set forth in Section 2 of this Amendment, QUALCOMM waives
the requirement of Borrower under Section 2.15 of the Bridge Loan Agreement to
prepay the Obligations with the net proceeds from the issuance of Capital Stock
of Pegaso pursuant to the Contribution Agreement (as defined in the Stock
Purchase Agreement); provided that the Capital Stock of Pegaso shall be issued
in accordance with the terms and conditions of the Contribution Agreement no
later than the date of the Closing under the Stock Purchase Agreement.

        Section 2. Conditions to Effectiveness. Subject to the satisfaction of
all of the following conditions precedent (the date of satisfaction of all such
conditions being referred to as the "Closing Date"), the amendment set forth in
Section 1(a) of this Amendment, the agreement set forth in Section 1(b) of this
Amendment (other than with respect to Section 1(b)(ii), which shall be deemed
effective as of the date hereof) and the waivers and acknowledgement granted by
QUALCOMM under Section 1(c) of this Amendment shall be effective as of the
Closing Date, and upon request from Borrower the Administrative Agent shall
provide confirmation that all conditions precedent have been satisfied or
otherwise waived by QUALCOMM in its sole discretion:

        (a) Each member of the Borrower Group, as applicable, shall deliver or
shall cause to be delivered to QUALCOMM, by facsimile, copies of (with
sufficient originally executed copies for each Lender to be delivered by
overnight courier service) the following described documents (each of which
shall be reasonably satisfactory in form and substance to QUALCOMM and its
counsel):


                                       4
<PAGE>

            (i) this Amendment, duly executed and delivered by the parties;

            (ii) a confirmation of the Pegaso Guaranty Agreement (in Spanish and
English), dated as of the date hereof, duly executed and delivered by each of
Pegaso, Pegaso PCS and Pegaso RH, as guarantors under the Pegaso Guaranty
Agreement, in favor of Administrative Agent for the benefit of the Lenders;

            (iii) a confirmation of the Finanzas and Finco Guaranty as defined
below (in Spanish and English), dated as of the date hereof, duly executed and
delivered by each of Finanzas and Finco, as guarantors, under the Guaranty,
dated as of October 10, 2001, by Finanzas and Finco (the "Finanzas and Finco
Guaranty") in favor of Administrative Agent for the benefit of the Lenders;

            (iv) an executed letter in the form of Exhibit A (the "Notice
Letter"), among the Agents (as defined in the Common Agreement) and the Borrower
Group with respect to the waivers and amendments contemplated in the Common
Agreement;

            (v) a legal opinion from Borrower's Mexican corporate counsel in
form and substance satisfactory to QUALCOMM, and

            (vi) the Pagare, dated as of the date hereof, that (A) evidences the
outstanding Obligations owed by Borrower to QUALCOMM as of the date hereof, and
(B) replaces that certain Pagare dated as of October 10, 2001 evidencing the
outstanding Obligations owed by Borrower to QUALCOMM as of such date.

        (b) Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Closing Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by Borrower under or in connection with this Amendment;

        (c) On or before the Closing Date, all corporate, partnership and other
proceedings taken by each member of the Borrower Group or to be taken in
connection with the transactions contemplated by this Amendment, and all
documents incidental to such transactions, shall be reasonably satisfactory in
form and substance to the Administrative Agent and its counsel, and the
Administrative Agent and such counsel shall have received all such counterpart
originals or certified copies of such documents, opinions, certificates and
evidence as they may reasonably request;

        (d) The representations and warranties set forth in Section 3 of this
Amendment shall be true and correct as of the Closing Date; and

        (e) All approvals, authorizations, filings or Permits necessary for the
execution, delivery and performance of this Amendment shall have been made,
taken or obtained from or with any Governmental Authority, and no order,
statutory rule, regulation, executive order, decree, judgment or injunction
shall have been enacted, entered, issued, promulgated or enforced by any
Governmental Authority which prohibits or restricts the transactions


                                       5
<PAGE>

contemplated by this Amendment, nor shall any action have been commenced or
threatened seeking any injunction or any restraining or other order to prohibit,
restrain, invalidate or set aside the transactions contemplated by this
Amendment.

        Section 3. Borrower Group Representations and Warranties. In order to
induce the Lenders to enter into this Amendment and to amend the Bridge Loan
Agreement in the manner provided in this Amendment, each member of the Borrower
Group represents and warrants, as to itself, as applicable, to each Lender and
the Administrative Agent as follows:

        (a) Corporate Power and Authority. Such member of the Borrower Group has
all requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Bridge Loan Agreement as amended by this Amendment (the "Amended
Agreement").

        (b) Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate and, if required, stockholder action of the Borrower
Group, and this Amendment has been duly executed and delivered by the Borrower
Group.

        (c) Enforceability. The Amended Agreement constitutes the legal, valid
and binding obligation of each member of the Borrower Group, enforceable against
such member of the Borrower Group in accordance with its terms, except as may be
limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights in general. The enforceability of the Borrower
Group's obligations thereunder is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

        (d) No Conflict. The execution and delivery by each member of the
Borrower Group of this Amendment and the performance by such member of the
Borrower Group of the Amended Agreement do not and will not (i) contravene, in
any material respect, any provision of any law, regulation, decree, ruling,
judgment or order that is (A) applicable to such member of the Borrower Group or
any of its properties or other assets and (B) in effect when this representation
and warranty is made, (ii) result in a breach of or constitute a default under
its charter documents or any other material agreement, indenture, lease or
instrument binding upon such member of the Borrower Group or any of its
properties or other assets and (iii) result in the creation or imposition of any
Liens on any property (other than Permitted Liens) of the Borrower Group.

        (e) Permits. The execution, delivery and performance by each member of
the Borrower Group of this Amendment do not and will not require any Permit and
do not result in the loss or impairment of any Permit previously obtained in
connection with the execution, delivery and performance of the Loan Documents or
the acquisition, construction, ownership, maintenance or operation of the
System.

        (f) Representations and Warranties in the Bridge Loan Agreement;
Defaults. The representations and warranties contained in Section 6 of the
Bridge Loan Agreement (other


                                       6
<PAGE>

than Section 6.31) are (before and after giving effect to this Amendment) true
and correct and that, after giving effect to this Amendment no Default or Event
of Default has occurred and is continuing other than the Covered Bridge Defaults
(as defined in and addressed in the forbearance letter, dated as of April 26,
2002, executed by QUALCOMM, acknowledged, accepted and agreed to by each member
of Borrower Group and acknowledged and agreed to by the Administrative Agent).

            Section 4. Conditions Subsequent and Events of Default. The failure
of any of the following conditions subsequent to occur by the date applicable to
such condition subsequent, shall constitute an Event of Default under the Bridge
Loan Agreement and upon the occurrence of such Event of Default QUALCOMM shall
be entitled to exercise the remedies as set forth in Section 9.2 of the Bridge
Loan Agreement and the security documents set forth in Schedule 1 executed in
connection with the Sixth Amendment and Waiver to the Credit Agreement, dated as
of October 10, 2001:

        (a) In connection with the Closing under the Stock Purchase Agreement,
    TEM and the Burillo Group (as defined in the Stock Purchase Agreement) shall
    have (i) effected a capital increase in Pegaso pursuant to the terms and
    conditions set forth in the Contribution Agreement; (ii) incorporated Newco
    (as defined in the Stock Purchase Agreement; and (iii) contributed their
    shares of Pegaso to Newco pursuant to the Contribution Agreement.

        (b) On or before the date that is thirty (30) days after the Closing
    under the Stock Purchase Agreement, TEM shall have paid, or shall have cause
    to be paid, the Interim Loans, Additional Interim Loans and loans made under
    the Additional Financing Facility Credit Agrement (as defined in the Stock
    Purchase Agreement) (collectively, the "Special Loans") to QUALCOMM;
    provided, however, that if the Special Loans are not repaid by the date that
    is thirty (30) days after the Closing under the Stock Purchase Agreement,
    this condition may be satisfied if the liquidated damages amounts payable by
    Borrower under Section 2.05(a) of the Stock Purchase Agreement are paid in
    full when due and all amounts due in respect of the Special Loans are repaid
    on or before the date that is sixty (60) days after the Closing under the
    Stock Purchase Agreement.

        Section 5. Miscellaneous.

        (a) Reference to and Effect on the Bridge Loan Agreement and the other
Loan Documents.

            (i) The Bridge Loan Agreement and the other Loan Documents as
specifically amended by this Amendment shall remain in full force and effect and
are hereby ratified and confirmed.

            (ii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided in this Amendment, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of QUALCOMM
and the Administrative Agent under, the Bridge Loan Agreement or any of the
other Loan Documents.


                                       7
<PAGE>

            (iii) Upon the conditions precedent set forth in this Amendment
being satisfied, this Amendment shall be construed as one with the Bridge Loan
Agreement, and the Bridge Loan Agreement shall, where the context requires, be
read and construed throughout so as to incorporate this Amendment.

            (iv) If the Stock Purchase Agreement shall have been revoked,
rescinded or abandoned for any reason or terminated in accordance with the terms
thereof prior to the Closing under the Stock Purchase Agreement, the agreements
set forth in Section 1(b) and the waivers and acknowledgements granted under
Section 1(c) of this Amendment shall be automatically rendered null and void ab
initio and such termination, revocation, rescission or abandonment shall
constitute an Event of Default under the Bridge Loan Agreement and shall entitle
QUALCOMM to take all of the actions and remedies specified in the Bridge Loan
Agreement or any other Loan Document which may be taken upon the occurrence of
an Event of Default.

        (b) Fees and Expenses. Borrower acknowledges that all reasonable costs,
fees and expenses as described in Section 11.3(a) of the Bridge Loan Agreement
incurred by QUALCOMM and the Administrative Agent and in each case its counsel
after the date of the Closing under the Stock Purchase Agreement, with respect
to this Amendment and the documents and transactions contemplated hereby shall
be for the account of Borrower.

        (c) Execution in Counterparts; Effectiveness. This Amendment may be
executed in any number of counterparts, and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts taken together shall constitute
but one and the same instrument.

        (d) Headings. Section and subsection headings in this Amendment are
included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose or be given any substantive effect.

        (e) Severability. If any provision contained in or obligation under this
Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

        (f) GOVERNING LAW; JURISDICTION. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND


                                       8
<PAGE>

UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS (INCLUDING MEXICO) BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW. EXCEPT AS OTHERWISE PROVIDED IN THIS
AMENDMENT, NOTHING IN THIS AMENDMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE
AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AMENDMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                             [SIGNATURES TO FOLLOW]


                                       9
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date first above written.

THE BORROWER GROUP:

PEGASO COMUNICACIONES Y SISTEMAS, S.A. DE C.V.


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



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


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



PEGASO PCS, S.A. DE C.V.


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


PEGASO RECURSOS HUMANOS, S.A. DE C.V.


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




<PAGE>





PEGASO FINCO I, S.A. DE C.V.


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

PEGASO FINANZAS, S.A. DE C.V.


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

<PAGE>

VENDOR WORKING CAPITAL LENDER AND
CAPITALIZED INTEREST LENDER:

QUALCOMM INCORPORATED


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

<PAGE>

ADMINISTRATIVE AGENT:

CITIBANK, N. A.,
as Administrative Agent

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


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</DOCUMENT>
