10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to
Commission file number 0-32421

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	91-1671412
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
1875 Explorer Street, Suite 1000 Reston, Virginia  (Address of principal executive offices)	20190  (Zip Code)

Registrant’s telephone number, including area code: (703) 390-5100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.001 per share	The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2013: $1,143,037,172

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

	Number of Shares Outstanding
Title of Class	on February 21, 2014
Common Stock, $0.001 par value per share	172,105,746

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for the 2014 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

EXPLANATORY NOTE

This Amendment No. 1 to NII Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013, as originally filed with the Securities and Exchange Commission on February 28, 2014 (the "Original Filing"), is being filed solely for the purpose of supplementing the Original Filing to include Exhibits 99.7, 99.8, 99.9 and 99.10 and to amend the exhibit index to include these additional exhibits. Except as described in this Explanatory Note, this Amendment No. 1 does not amend any other information set forth in the Original Filing.

EXHIBIT INDEX

For periods before December 21, 2001, references to NII Holdings refer to Nextel International, Inc. the former name of NII Holdings. All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by NII Holdings, file number 0-32421, unless otherwise indicated.

Exhibit Number	Exhibit Description	Form	Exhibit	Incorporated by Reference Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of NII Holdings	8-K	3.1	05/23/13
3.2	Fourth Amended and Restated Bylaws of NII Holdings	8-K	3.2	05/23/13
4.1	Indenture governing our 10% senior notes due 2016, dated as of August 18, 2009, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.1	08/18/09
4.2	Indenture governing our 8.875% senior notes due 2019, dated as of December 15, 2009, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.1	12/15/09
4.3	Indenture governing our 7.625% senior notes due 2021, dated as of March 29, 2011, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.1	03/29/11
4.4	First Supplemental Indenture to the Indenture governing our 7.625% senior notes due 2021, dated as of December 8, 2011, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.2	12/08/11
4.5	Indenture governing our 11.375% senior notes due 2019, dated as of February 19, 2013, by and between NII International Telecom S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee	8-K	4.1	02/19/13
4.6	Registration Rights Agreement related to our 11.375% senior notes due 2019, dated as of February 19, 2013, among NII International Telecom S.C.A., NII Holdings, Inc. and the initial purchasers	8-K	4.2	02/19/13
4.7	First Supplemental Indenture governing our 11.375% senior notes due 2019, dated April 15, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee	8-K	4.2	04/15/13
4.8	Registration Rights Agreement related to our 11.375% senior notes due 2019, dated April 15, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and J.P. Morgan Securities LLC	8-K	4.3	04/15/13
4.9	Indenture governing our 7.875% senior notes due 2019, dated May 23, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee	8-K	4.1	05/23/13
4.10	Registration Rights Agreement related to our 7.875% senior notes due 2019, dated May 23, 2013, among NII International Telecom S.C.A., NII Holdings, Inc. and the initial purchasers named therein	8-K	4.2	05/23/13
10.1	Subscriber Unit Purchase Agreement, dated as of January 1, 2005, by and between NII Holdings and Motorola, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	10-K	10.1	03/22/06
10.2	Amendment Number Three to the Subscriber Unit Purchase Agreement, dated September 28, 2006, by and between NII Holdings and Motorola, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	10-Q	10.1	11/06/06
10.3	Form of iDEN Infrastructure Installation Services Agreement, effective June 30, 2000, by and between NII Holdings, Motorola, Inc. and each of Nextel, Telecomunicações Ltda., Nextel Argentina S.R.L., Nextel de Mexico, S.A. de C.V., Nextel del Peru, S.A. and Nextel Communications Philippines, Inc.	8-K	10.1	12/22/00
10.4	Form of iDEN Infrastructure Equipment Supply Agreement, effective June 30, 2000, by and between NII Holdings, Motorola, Inc. and each of Nextel Telecomunicações Ltda., Nextel Argentina S.R.L., Nextel de Mexico, S.A. de C.V., Nextel del Peru, S.A. and Nextel Communications Philippines, Inc.	8-K	10.2	12/22/00

10.5	Amendment 003 to iDEN Infrastructure Equipment Supply Agreement, dated December 7, 2001, between NII Holdings, Motorola, Inc., Nextel Communications Argentina, S.A., Nextel Telecomunicações Ltda., Comunicaciones Nextel de Mexico, S.A. de C.V., Nextel del Peru S.A. and Nextel Communications Philippines, Inc.	10-K	10.48	03/29/02
10.6	Form of Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement, dated September 28, 2006, between NII Holdings, Motorola, Inc. and each of Nextel Communications Argentina, S.A., Nextel Telecomunicações Ltda., Centennial Cayman Corp. Chile, S.A., Comunicaciones Nextel de Mexico, S.A. de C.V. and Nextel del Peru, S.A. (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	10-Q	10.2	11/06/06
10.7	Fourth Amended and Restated Trademark License Agreement, dated July 27, 2011, between Nextel Communications, Inc. and NII Holdings	10-Q	10.1	11/08/11
10.8	Spectrum Use and Build Out Agreement, dated as of November 12, 2002	10-K	10.2	03/27/03
10.9	Stock Purchase Agreement by and among Entel Inversiones, S.A., Empresa Nacional de Telecomunicaciones S.A., NII Mercosur Telecom, S.L., NII Mercosur Moviles, S.L. and NII Holdings, Inc., dated as of April 4, 2013	8-K	10.1	04/04/13
10.10(+)	Form of NII Holdings Change of Control Severance Plan	10-K	10.9	02/28/13
10.11(+)	2012 Incentive Compensation Plan	Def 14A	A	03/30/12
10.12(+)	Form of Executive Officer Restricted Stock Award Agreement	10-K	10.11	02/28/13
10.13(+)	Form of Executive Officer Nonqualified Stock Option Agreement	10-K	10.12	02/28/13
10.14(+)	Form of Executive Officer Performance Share Unit Agreement	8-K	10.2	05/02/13
10.15(+)	Form of Non-Employee Director Restricted Stock Award Agreement	10-K	10.13	02/28/13
10.16(+)	Form of Non-Employee Director Nonqualified Stock Option Agreement	8-K	10.4	05/02/06
10.17(+)	Outside Directors Deferral Plan	10-K	10.3	02/27/08
10.18(+)	Severance Plan	10-K	10.16	02/28/13
10.19(+)	Executive Voluntary Deferral Plan	8-K	10.3	12/16/08
10.20(+)	Offer Letter for Steven M. Shindler, dated April 30, 2013	8-K	10.1	05/02/13
10.21(+)	Offer Letter for Peter A. Foyo, dated December 16, 2013	8-K	10.1	12/19/13
10.22(+)	International Assignment Agreement between NII Holdings, Inc. and Gokul Hemmady	8-K	10.1	07/12/13
10.23	Form of Director and Executive Officer Indemnification Agreement	10-K	10.2	02/28/14
12.1	Computation of Ratio of Earnings (Loss) to Fixed Charges	10-K	12.1	02/28/14
21.1	Subsidiaries of NII Holdings	10-K	21.1	02/28/14
23.1	Consent of PricewaterhouseCoopers LLP	10-K	23.1	02/28/14
31.1	Statement of Chief Executive Officer Pursuant to Rule 13a-14(a)				*
31.2	Statement of Chief Financial Officer Pursuant to Rule 13a-14(a)				*
32.1	Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350	10-K	32.1	02/28/14
32.2	Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350	10-K	32.2	02/28/14
99.1	Credit Agreement, dated July 12, 2011, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	10-K	99.1	02/28/14
99.2	Credit Agreement, dated July 12, 2011, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	10-K	99.2	02/28/14

99.3	Credit Agreement, dated April 20, 2012, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	10-K	99.3	02/28/14
99.4	Credit Agreement, dated April 20, 2012, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	10-K	99.4	02/28/14
99.5	Bank Credit Certificate, dated November 8, 2011, between Nextel Telecomunicações Ltda., and Caixa Econômica Federal	10-K	99.5	02/28/14
99.6	Bank Credit Certificate, dated October 31, 2012, between Nextel Telecomunicações Ltda., and Banco do Brasil, S.A.	10-K	99.6	02/28/14
99.7	Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Non-Sinosure)				*
99.8	Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Sinosure)				*
99.9	Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Non-Sinosure)				*
99.10	Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Sinosure)				*
101	The following materials from the NII Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2013 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements	10-K	101	02/28/14

_______________________________________

+ Indicates Management Compensatory Plan, Contract or Arrangement.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a)

I, Steven M. Shindler, certify that:

1. I have reviewed this annual report on Form 10-K/A for the period ended December 31, 2013 of NII Holdings, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 28, 2014

/s/ STEVEN M. SHINDLER

Steven M. Shindler

Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a)

I, Juan R. Figuereo, certify that:

1. I have reviewed this annual report on Form 10-K/A for the period ended December 31, 2013 of NII Holdings, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 28, 2014

/s/ JUAN R. FIGUEREO  

Juan R. Figuereo 

Chief Financial Officer 

EX-99.7

AMENDMENT AGREEMENT NO.1

Among

Comunicaciones Nextel de Mexico, S.A. de C.V.

as Borrower under the Non-Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Non-Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Non-Sinosure Credit Agreement

Dated as of September 25, 2013

Table of Contents

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.3

1.1 Defined Terms3

1.2 Rules of Interpretation3

SECTION 2. AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.3

2.1 Amendments to Appendix A of the Non-Sinosure Credit Agreement3

2.2 Amendments to Section 4 (Representations, Warranties and Agreements) of the Non-Sinosure Credit Agreement10

2.3 Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement11

2.4 Amendments to Section 7 (Events of Default and Remedies) of the Non-Sinosure Credit Agreement14

2.5 Amendments to Annex III (Guarantors) of the Non-Sinosure Credit Agreement14

SECTION 3. ACKNOWLEDGMENT.15

SECTION 4. EFFECTIVENESS.15

SECTION 5. CONDITIONS PRECEDENT.15

5.1 Parent Guaranty15

5.2 Shareholder Undertaking15

5.3 Legal Opinions15

5.4 Charter Documents16

5.5 Costs and Expenses17

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.17

SECTION 7. NO WAIVER.17

SECTION 8. RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE.18

SECTION 9. NO NOVATION.18

SECTION 10. MISCELLANEOUS.18

EXHIBIT AFORM OF PARENT GUARANTY

EXHIBIT BFORM OF CONFIRMATION LETTER

EXHIBIT CFORM OF RATIFICATION AGREEMENT

AMENDMENT AGREEMENT NO.1 (this “Amendment”), dated as of September 25, 2013, among (i) Comunicaciones Nextel de Mexico, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico in its capacities as borrower (the “Borrower”) under the Non-Sinosure Credit Agreement (as defined below) , (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Non-Sinosure Credit Agreement and (iii) CHINA DEVELOPMENT BANK CORPORATION in each of its capacities as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Non-Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$187,500,000 credit agreement dated as of July 12, 2011, which is not supported by the Sinosure Insurance (the “Non-Sinosure Credit Agreement”); and

WHEREAS, the Borrower has notified the Administrative Agent of its intention to enter into a series of Permitted Sale Leaseback Transactions and has requested that the Lender agree to amend certain terms and conditions of the Non-Sinosure Credit Agreement to facilitate the consummation of these transactions;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1.Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement, as amended hereby.

1.2.Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

SECTION 2. AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.

2.1.Amendments to Appendix A of the Non-Sinosure Credit Agreement

(a)The following definitions shall be added in the appropriate alphabetical positions in the Non-Sinosure Credit Agreement:

“Amendment No.1” shall mean the Amendment Agreement No.1 dated as of September 25, 2013 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment Effective Date” shall have the meaning given to it as Effective Date under the Amendment No.1.

“Distribution” shall mean:

(a)the declaration, making or payment by the Borrower of any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Equity Interest (or any class of its Equity Interest);

(b)the repayment or distribution by the Borrower of any share premium reserve; or

(c)the redemption, repurchase, defeasance, retirement or repayment by the Borrower of any of its Equity Interest or resolve to do so.

“Ground Rent” shall mean the monthly rent, fee or similar charge (including any value added tax or similar tax or governmental assessment or charge with respect thereto, to the extent paid by Borrower and/or any of its Consolidated Subsidiaries as part of or together with the relevant Leaseback Rent amount) payable by the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction to the “lessor”, “sublessor”, “landlord”, “licensor”, “sublicensor”, “assignor” or similar Person under the appropriate lease, sublease, license, assignment and or similar agreement pursuant to which such purchaser (as assignee from the Borrower or any of its Consolidated Subsidiaries) is entitled to use ground or rooftop space for the maintenance, use, and installation of the purchased Telecommunication Towers.

“Intercompany Indebtedness” shall mean Indebtedness owed by any Obligor or any of its Consolidated Subsidiaries to the Parent or any of its Consolidated Subsidiaries.

“Leaseback Rent” shall mean the monthly rents, fees or similar charges (including any amount included in or paid together with any such rents, fees or similar charges representing any value added tax or similar tax amount or governmental assessment or charge amount with respect thereto) payable by the Borrower and/or any of its Consolidated Subsidiaries to the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction.

“Management Fee” shall mean any advisory, management, licensing, royalty or other fee paid by the Borrower and its Consolidated Subsidiaries to the Parent and its Affiliates as consideration for services rendered and the assignment, licensing and/or sublicensing of intangible assets (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business, and (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

“National CPI” means the annual National Consumer Price Index (Índice Nacional de Precios al Consumidor) published in the Federal Official Gazette (Diario Oficial de la Federación) by the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía).

“Non-Obligor Affiliate” shall mean an Affiliate of an Obligor, which is not itself an Obligor.

“Parent Guaranty” shall mean the guaranty agreement dated on or about the date of the Amendment No.1, entered into among the Parent, the Administrative Agent and the Sinosure Administrative Agent, for the benefit of the Financing Parties.

“Permitted Distribution” shall mean any Distribution by the Borrower during the Waiver Period meeting the following requirements:

(a)the Borrower (i) has complied as of each of the two Calculation Dates immediately preceding the proposed date of such Distribution and (ii) after giving effect to such Distribution on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of such Distribution, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015);

(b)the Borrower has paid irrevocably and unconditionally, in the calendar year of the proposed Distribution, all amounts payable under this Agreement to the Financing Parties for such calendar year;

(c)the Borrower remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following such Distribution, providedhowever that any Default incurred under or in connection with this paragraph (c) can be cured in accordance with paragraph (d) of Section 7.1 (Events of Default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

(d)without prejudice to the above paragraph (c), no Default is continuing or would occur immediately after the making of such Distribution.

“Sale Leaseback Transaction” shall mean any transaction or series of transactions or arrangements pursuant to which the Borrower and/or any of its Subsidiaries sells or otherwise transfers (directly or through special purpose entities) for value any of its Telecommunications Towers and as part of such transaction, thereafter rents, leases, licenses and/or takes assignment of such Telecommunications Towers.

“Sinosure Administrative Agent” shall mean the “Administrative Agent” as such term is defined in the Sinosure Credit Agreement.

“Sinosure Financing Documents” shall mean the “Financing Documents” as such term is defined in the Sinosure Credit Agreement.

“Subordination Agreement” shall mean the loan subordination agreement, in form and substance satisfactory to the Administrative Agent and the Sinosure Administrative Agent, to be entered into between the Parent, as Initial Subordinating Party, the Borrower, the Guarantors, the Administrative Agent and the Sinosure Administrative Agent under which the Subordinated Restricted Intercompany Indebtedness shall be subordinated in right of payment and upon liquidation to the obligations of such Obligor(s) to the Financing Parties under the Financing Documents and the Sinosure Financing Documents. .

“Subordinated Restricted Intercompany Indebtedness” shall mean Intercompany Indebtedness that is subject to the Subordination Agreement.

“Waiver Period” shall mean the period commencing on the Amendment Effective Date and ending on June 30, 2015.

(b)The following definitions shall be amended to read in its entirety as follows:

“Consolidated EBITDA” shall mean, for any period, for the Borrower and its Consolidated Subsidiaries (determined on a consolidated basis without duplication in accordance with Mexico GAAP), the sum of the following: (a) Consolidated Operating Income plus (b) to the extent deducted in determining Consolidated Operating Income, the sum of (i) all amounts properly charged for depreciation of Fixed Property and amortization of Intangible Property for such period on the consolidated books of the Borrower and its Consolidated Subsidiaries, plus (ii) Consolidated Interest Expense for such period, plus (iii) income tax expense, plus (iv) all other non-cash expenses, plus (v) the Management Fees paid during the Waiver Period in accordance with paragraph (c)(i) of Section 5.24 (Dividends and Share Redemption), plus (vi) accrued but unpaid Management Fees, minus (c) non-cash gains, to the extent included in determining Consolidated Operating Income.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No.1, the Guaranty, the Parent Guaranty, the Shareholder Undertaking, the Security Documents, the Fee Letter and each Notice of Borrowing.

“Indebtedness” shall mean, with respect to a Person, any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent of such Person for or in respect of (i) amounts borrowed or raised under any loan or credit facility; (ii) the amount of any deferred purchase price of property or services (other than trade payables not overdue by more than ninety (90) days incurred in the ordinary course of business); (iii) all obligations under or in respect of letters of credit or bankers’ acceptances if issued in connection with a transaction in the nature of a borrowing or raising of finance; (iv) all obligations under or evidenced by bonds, debentures, notes or other similar instruments; (v) leases or hire purchase contracts, which would in accordance with Mexico GAAP be treated as finance or capital leases; (vi) any other financial transaction having the effect of a borrowing or giving rise to an obligation on the part of such Person to purchase Indebtedness of another Person or provide collateral in respect thereof; or (vii) the net exposure under any hedging agreements provided, however, that Indebtedness shall not include Subordinated Restricted Intercompany Indebtedness.

“Permitted Related Party Transactions” shall mean:

(a)transactions between the Borrower and an Affiliate of the Borrower for the provision of intercompany services and assignment, licensing and/or sub-licensing agreements, provided that such intercompany agreements are made (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business, (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, and (iii) to comply with, if any, the conditions for related party transactions adopted by the board of directors or equivalent corporate governing body of the Borrower and the relevant Affiliate;

(b)a Permitted Disposal;

(c)a merger permitted under Section 5.13(a);

(d)the Distributions made in accordance with Section 5.24 (Dividends and Share Redemption), and

(e)applicable under the Waiver Period only, payments made to the Parent or its Subsidiaries under any stock chargeback agreement as reimbursements of payments made by the Parent or its Subsidiaries on behalf of the Borrower or its Subsidiaries provided that such payments may not exceed US$8,000,000 on a yearly basis during the Waiver Period.

“Permitted Sale Leaseback Transaction” shall mean any Sale Leaseback Transaction meeting the following requirements:

(a)the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) shall be applied toward the funding of the operational needs and network deployment of the Borrower and/or each Obligor;

(b)in relation to the initial closing of the Sale Leaseback Transaction, the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction), exceed the amount equal to nine (9) times (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the initial closing date (and prorated, when applicable) of the appropriate Permitted Sale Leaseback Transaction;

(c)in relation to any deferred closing of the Sale Leaseback Transaction, the aggregate sales proceeds received by the Borrower and/or its Consolidated Subsidiaries in respect of such Sale Leaseback Transaction (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) and all previous (but closed after June 1, 2013) Permitted Sale Leaseback Transactions shall exceed the amount equal to nine (9) times (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the applicable closing date (and prorated, when applicable) of the applicable Permitted Sale Leaseback Transaction;

(d)(i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) payable by the Borrower and/or its Subsidiaries for each calendar year other than the first full calendar year of any such Sale Leaseback Transaction does not exceed such annualized rents payable for the immediately preceding calendar year as adjusted (A) by National CPI for such immediately preceding year, or (B) in accordance with the terms and conditions contemplated in the relevant Sale Leaseback Transaction, or (C) as a result of the exercise of any landlord right under Mexican applicable legislation;

(e)in connection with any such Sale Leaseback Transaction, (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) is treated in accordance with Mexico GAAP as a capital lease or a financing transaction constituting Consolidated Indebtedness; and

(f)no Default is continuing or would occur immediately after the consummation of any such Sale Leaseback Transaction.

“Permitted Liens” shall mean, with respect to any of the Obligors,

(a)the Transaction Lien;

(b)Liens for taxes, assessments and governmental charges or levies on such Obligor that are not yet delinquent or due or which are being contested in good faith by appropriate actions or proceedings,

provided that adequate reserves with respect thereto are maintained in accordance with Mexico GAAP on the books of such Obligor;

(c)Liens arising by operation of law in the ordinary course of business and not for borrowed money securing obligations that are not overdue for a period of more than thirty (30) days;

(d)Liens incurred in connection with workers’ compensation claims, unemployment insurance, social security benefits and similar legislation or to secure public or statutory obligations;

(e)Liens in favor of any Governmental Authority of Mexico arising from the bidding or acquisition of radio spectrum licenses that are necessary, complementary or ancillary for the Borrower’s telecommunication business to the extent required by applicable laws or applicable auction rules and regulations;

(f)Liens on any Fixed Property or Intangible Property (excluding the Licenses, the Pledged Assets except as otherwise expressly permitted under the Asset Pledge and the DSRA except as otherwise expressly permitted under the DSRA Pledge) acquired (i) during the period between the Signing Date and the Amendment Effective Date or (ii) after the Waiver Period;

(g)Liens on any Fixed Property or Intangible Property (excluding the Licenses, the Pledged Assets except as otherwise expressly permitted under the Asset Pledge and the DSRA except as otherwise expressly permitted the DSRA Pledge) acquired during the Waiver Period, provided that the Borrower has complied as of the Calculation Date immediately preceding the proposed date of creation of such Lien and will remain in compliance on each of the next two Calculation Dates thereafter with the financial ratios under paragraph (b) and (c) of Section 5.22 (Financial Ratio) (regardless of whether such lien is created before or after June 30, 2015);

(h)easements, rights-of-way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its intended purposes;

(i)Liens in favor of any other Obligor;

(j)Liens to secure the performance of bids, tenders or other contracts (other than contracts for any Indebtedness) to the extent required in the ordinary course of business;

(k)Liens on any other Property of the Obligor provided that such Liens are also created in favor of the Security Agent (for the benefit of the Financing Parties) on a pari passu basis; and

(l)Liens on Property existing as of the Signing Date (excluding the Licenses) other than the Properties subject to Liens pursuant to items (a) to (k) above the aggregate book value of which (determined as of such determination date) is, at any time, no more than the greater of (i) US$300,000,000 less the book value of such Properties (existing as of the Signing Date) subject to Permitted Sale Leaseback Transactions and (ii) (A) 10% of the difference between the Total Assets and the aggregate book value of Properties subject to Liens pursuant to items (a), (f), (g), (j) and (k) above minus (B) the book value of such Properties (existing as of the Signing Date) subject to the Permitted Sale Leaseback Transactions.

2.2.Amendments to Section 4 (Representations, Warranties and Agreements) of the Non-Sinosure Credit Agreement

(a)Paragraph (a) of Section 4.20 (Ranking) of the Non-Sinosure Credit Agreement shall be amended to read in their entirety as follows:

“(a)The rights and claims of the Financing Parties against any of the Obligors under the Financing Documents rank:

i.pari passu in right of payment with all present and future senior unsecured unsubordinated indebtedness of such Obligor;

ii.senior in right of payment and upon liquidation to the Subordinated Restricted Intercompany Indebtedness in accordance with the Subordination Agreement; and

iii.senior in right of payment to any Obligor’s present and future senior unsecured indebtedness to the extent of the value of the Pledged Assets and the DSRA Pledge securing the rights and claims of the Financing Parties, except, in each case, to the indebtedness of creditors whose rights and claims are mandatorily preferred by Mexican laws of general application to companies.”

2.3.Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement

(a)Section 5.21 (Pari Passu Ranking) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a) Each of the Obligors shall ensure that the rights and claims of the Financing Parties against any of the Obligors under the Financing Documents at all times rank:

i.pari passu in right of payment with all present and future senior unsecured unsubordinated indebtedness of such Obligor;

ii.senior in right of payment and upon liquidation to the Subordinated Restricted Intercompany Indebtedness in accordance with the Subordination Agreement; provided, for the avoidance of doubt, any payment on any Subordinated Restricted Intercompany Indebtedness allowed pursuant to Section 5.29(b), shall not constitute a breach of this clause 5.21(a)(ii); and

iii.senior in right of payment to any Obligor’s present and future senior unsecured indebtedness to the extent of the value of the Pledged Assets securing the rights and claims of the Financing Parties,except, in each case, to the indebtedness of creditors whose rights and claims are mandatorily preferred by Mexican laws of general application to companies.

(b) Each of the Obligors shall ensure that the Transaction Liens shall have first ranking priority and shall not be subject to any prior ranking or pari passu ranking Lien, except for Liens described in sections (b), (c) and (d) of the definition of “Permitted Liens”.”

(b)Section 5.22 (Financial Ratio) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 4.0 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.5 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 2.0 to 1.0, in any case, as tested as of each Calculation Date falling between June 30, 2013 (inclusive) and June 30, 2015 (inclusive) for each period of

twelve (12) months ending on such Calculation Date.

(b)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in any case, as tested as of each Calculation Date falling after June 30, 2015 (exclusive) for the period of twelve (12) months ending on such Calculation Date.

(c) The Borrower shall ensure that the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

(c)Section 5.24 (Dividends and Share Redemption) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)During the Waiver Period, the Borrower shall not make any Distribution except for the Permitted Distribution.

(b)After the end of the Waiver Period, the Borrower shall not make any Distribution, unless:

i.no Default is continuing or would occur immediately after the making of any such payment;

ii.the Borrower has complied and will continue to comply, on a pro forma basis, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

iii.in any given fiscal year, all amounts payable under this Agreement to the Financing Parties for such fiscal year have been irrevocably and unconditionally paid.”

(c)During the Waiver Period, the Borrower shall not pay any Management Fee except for any Management Fee meeting the following requirements:

(i) (A) the amount of such Management Fee does not exceed the aggregate amount of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries within the period of two (2) months prior to the proposed date of payment of such Management Fee and (B) no Default is continuing or would occur immediately after the payment of such Management Fee; or

(ii)the Borrower:

(A)has complied as of each of the two Calculation Dates immediately preceding the proposed date of payment of such Management Fee and after giving effect to such payment on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of payment of such Payment Fee, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015);

(B)remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following the payment of such Management Fee, providedhowever that any Default incurred under or in connection with this sub-paragraph (ii) can be cured in accordance with paragraph (d) of Section 7.1 (Events of Default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.24 (Dividends and Share Redemption); and

(C) without prejudice to the above sub-paragraph (B), no Default is continuing or would occur immediately after the payment of such Management Fee.

(d)A new Section 5.29 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) shall be added in the Non-Sinosure Credit Agreement to read in its entirety as follows:

“5.29 Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness.

a.The Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness (other than the Indebtedness under the Financing Documents), unless:

i.No Default or Event of Default then exists or would result therefrom; and

ii.the Borrower has complied and, after the incurrence thereof on a pro forma basis, is in compliance (A) during the Waiver Period, with the financial ratios under paragraph (a) and (c) of Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence and (B) after the end of the Waiver Period, with the financial ratios under paragraph (b) and (c) of Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence.

b.No Obligor nor its Subsidiaries, shall pay, or cause to be paid, any Subordinated Restricted Intercompany Indebtedness without the prior written consent of the Administrative Agent and the Sinosure Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned).”

2.4.Amendments to Section 7 (Events of Default and Remedies) of the Non-Sinosure Credit Agreement

(a)Section 7.1 (Events of Default) of the Non-Sinosure Credit Agreement shall be amended by incorporating Section 7.1(q) and Section 7.1(r) to read in its entirety as follows:

“(q) Subordination Agreement. If any Subordinated Restricted Intercompany Indebtedness is outstanding (i) Obligor or any Non-Obligor Affiliate rescinds or purports to rescind or repudiates or purports to repudiate the Subordination Agreement or (ii) any material provision of the Subordination Agreement, or the ability of any Obligor or any Non-Obligor Affiliate to perform any of its obligations under the Subordination Agreement is, or becomes, illegal, unlawful, invalid or unenforceable and a thirty (30) day period has elapsed without (x) all Subordinated Restricted Intercompany Indebtedness being converted into share capital to the Obligors or their Subsidiaries, as applicable, or (y) a new Subordination Agreement, in

form and substance satisfactory to the Administrative Agent and the Sinosure Administrative Agent, being executed to cure such illegality, unlawfulness, invalidity or unenforceability.

(r) Parent Guaranty. There has been a breach under or default of the Parent Guaranty which breach or default has or could reasonably be expected to have a Material Adverse Effect.”

2.5.Amendments to Annex III (Guarantors) of the Non-Sinosure Credit Agreement

(a)Annex III (Guarantors) of the Non-Sinosure Credit Agreement shall be amended to read in their entirety as follows:

“GUARANTORS

1.INVERSIONES NEXTEL DE MEXICO S.A. DE C.V.

2.NII TELECOM S. DE R.L. DE C.V.

3.SERVICIOS DE RADIOCOMUNICACION MOVIL DE MEXICO S.A. DE C.V.

4.NII DIGITAL S. DE R.L. DE C.V.

5.DELTA COMUNICACIONES DIGITALES S.A. DE C.V.”

SECTION 3. ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby.

SECTION 4. EFFECTIVENESS.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all Parties hereto and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent in its sole discretion (the “Effective Date”).

SECTION 5. CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

5.1.Parent Guaranty

The Parent Guaranty, substantially in the form of Exhibit A, shall have been executed and an original has been delivered by each Party thereto.

5.2.Shareholder Undertaking

The Administrative Agent shall have received a confirmation letter, substantially in the form of Exhibit B, signed by an authorized officer of the Parent confirming that the Shareholder Undertaking shall continue in full force and effect.

5.3.Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated the Effective Date and addressed to each Financing Party:

a.the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of the Amendment under New York law;

b.the legal opinion of White & Case S.C., Mexican counsel to the Administrative Agent and the Lenders, as to matters of the good standing of and due authorization of the execution, delivery, and performance of the Amendment with respect to each Obligor; and

c.the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of good standing, execution, delivery, and performance of the Parent Guaranty with respect to the Parent.

5.4.Charter Documents

The Administrative Agent shall have received the following documents, dated the Effective Date each certified as indicated below:

a.the Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equivalent body) of the Borrower; (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

b.the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equivalent body) of such Guarantor; (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and

c.the Officer’s Certificate of the Parent certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Parent (A) approving the transactions contemplated by the Parent Guaranty; (B) authorizing the execution, delivery and performance of the Parent Guaranty; and (C) authorizing a named person or persons to execute the Parent G

uaranty and any documents to be delivered by the Parent under the Parent Guaranty and dispatch all documents and notices to be signed and/or dispatched by the Parent under or in connection with the Parent Guaranty, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

5.5.Costs and Expenses

The Borrower shall have paid or arranged for the payment of all reasonable costs and expenses incurred by any Financing Party (including Attorney Costs, subject to any agreed caps) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Mexico, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be delivered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(a)The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations and the representation made under Section 4.20 (Ranking) of the Non-Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Non-Sinosure Credit Agreement as amended by this Amendment.

(b)Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

SECTION 7. NO WAIVER.

Except as expressly provided in Section 2 (Amendments to the Non-Sinosure Credit Agreement) of this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

SECTION 8. RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE.

As consequence of the execution of this Amendment, the Asset Pledge and the DSRA Pledge shall be, no later than 15 (fifteen) Business Days as of the execution hereof:

(a)duly ratified by each party thereto before a notary public or commercial notary public in Mexico, by means of the execution of the corresponding ratification agreement, substantially in the terms of Exhibit C attached hereto; and

(b)the ratification mentioned in item (a) immediate above, shall be duly registered and filed before the Movable Property Registry (Registro Único de Garantías Mobiliarias) and delivery shall be made to the Security Agent of evidence of such filing (boleta de inscripción), in order to ratify the first

ranking priority Lien intended to be provided therein and that all fees and costs and expenses in relation thereto have been duly paid or discharged.

SECTION 9. NO NOVATION.

Neither the execution of this Amendment nor the ratification of the Asset Pledge and DSRA Pledge constitutes a novation, amendment, payment, satisfaction, performance or fulfillment of any of the obligations under the Non-Sinosure Credit Agreement, including its annexes, exhibits and schedules.

SECTION 10. MISCELLANEOUS.

Section 10 (Miscellaneous) of the Non-Sinosure Credit Agreement shall be incorporated into this Amendment as if set out in full herein, mutatis mutandis.

*                                   *                                   *

[Remainder of page intentionally left blank.]

.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

Comunicaciones Nextel de México, S.A. de C.V., as Borrower under the Non-Sinosure Credit Agreement

Notice Address:

Paseo de los Tamarindos No. 90, piso 29

Col. Bosques de las Lomas

05120 Mexico, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

By:/s/ Antonio Garza Canovas

Name: Antonio Garza Canovas

Title: Legal Representative

By:/s/ Juan Enrich Urrea

Name: Juan Enrich Urrea

Title: Legal Representative

The Guarantors:

INVERSIONES NEXTEL DE MEXICO S.A. DE C.V.

NII TELECOM S. DE R.L. DE C.V.

SERVICIOS DE RADIOCOMUNICACION MOVIL DE MEXICO S.A. DE C.V.

NII DIGITAL S. DE R.L. DE C.V.

DELTA COMUNICACIONES DIGITALES S.A. DE C.V.

Notice Address for all Guarantors under the Non-Sinosure Credit Agreement:

Paseo de los Tamarindos No. 90, piso 29

Col. Bosques de las Lomas

05120 Mexico, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

On behalf of the Guarantors

By:/s/ Antonio Garza Canovas

Name: Antonio Garza Canovas

Title: Legal Representative

By:/s/ Juan Enrich Urrea

Name: Juan Enrich Urrea

Title: Legal Representative

CHINA DEVELOPMENT BANK CORPORATION, as Lender under the Non-Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road

Shenzhen 518031, China

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By:/s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent under the Non-Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By:/s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Arranger under the Non-Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By:/s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

EX-99.8

AMENDMENT AGREEMENT NO.1

Among

Comunicaciones Nextel de Mexico, S.A. de C.V.

as Borrower under the Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Sinosure Credit Agreement

Dated as of September 25, 2013

Table of Contents

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.3

1.1 Defined Terms3

1.2 Rules of Interpretation3

SECTION 2. AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.3

2.1 Amendments to Appendix A of the Sinosure Credit Agreement3

2.2 Amendments to Section 4 (Representations, Warranties and Agreements) of the Sinosure Credit Agreement10

2.3 Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement11

2.4 Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement14

2.5 Amendments to Annex III (Guarantors) of the Sinosure Credit Agreement14

SECTION 3. ACKNOWLEDGMENT.15

SECTION 4. EFFECTIVENESS.15

SECTION 5. CONDITIONS PRECEDENT.15

5.1 Parent Guaranty15

5.2 Shareholder Undertaking15

5.3 Legal Opinions16

5.4 Charter Documents16

5.5 Costs and Expenses17

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.17

SECTION 7. NO WAIVER.17

SECTION 8. RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE.18

SECTION 9. NO NOVATION.18

SECTION 10. MISCELLANEOUS.18

EXHIBIT AFORM OF PARENT GUARANTY

EXHIBIT BFORM OF CONFIRMATION LETTER

EXHIBIT CFORM OF RATIFICATION AGREEMENT

AMENDMENT AGREEMENT NO.1 (this “Amendment”), dated as of September 25, 2013, among (i) Comunicaciones Nextel de Mexico, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico in its capacities as borrower (the “Borrower”) under the Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Sinosure Credit Agreement and (iii) CHINA DEVELOPMENT BANK CORPORATION in each of its capacities as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$187,500,000 credit agreement dated as of July 12, 2011, which is supported by the Sinosure Insurance (the “Sinosure Credit Agreement”); and

WHEREAS, the Borrower has notified the Administrative Agent of its intention to enter into a series of Permitted Sale Leaseback Transactions and has requested that the Lender agree to amend certain terms and conditions of the Sinosure Credit Agreement to facilitate the consummation of these transactions;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1.Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation)

of the Sinosure Credit Agreement, as amended hereby.

1.2.Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

SECTION 2. AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.

2.1.Amendments to Appendix A of the Sinosure Credit Agreement

a.The following definitions shall be added in the appropriate alphabetical positions in the Sinosure Credit Agreement:

“Amendment No.1” shall mean the Amendment Agreement No.1 dated as of September 25, 2013 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment Effective Date” shall have the meaning given to it as Effective Date under the Amendment No.1.

“Distribution” shall mean:

(a)the declaration, making or payment by the Borrower of any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Equity Interest (or any class of its Equity Interest);

(b)the repayment or distribution by the Borrower of any share premium reserve; or

(c)the redemption, repurchase, defeasance, retirement or repayment by the Borrower of any of its Equity Interest or resolve to do so.

“Ground Rent” shall mean the monthly rent, fee or similar charge (including any value added tax or similar tax or governmental assessment or charge with respect thereto, to the extent paid by Borrower and/or any of its Consolidated Subsidiaries as part of or together with the relevant Leaseback Rent amount) payable by the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction to the “lessor”, “sublessor”, “landlord”, “licensor”, “sublicensor”, “assignor” or similar Person under the appropriate lease, sublease, license, assignment and or similar agreement pursuant to which such purchaser (as assignee from the Borrower or any of its Consolidated Subsidiaries) is entitled to use ground or rooftop space for the maintenance, use, and installation of the purchased Telecommunication Towers.

“Intercompany Indebtedness” shall mean Indebtedness owed by any Obligor or any of its Consolidated Subsidiaries to the Parent or any of its Consolidated Subsidiaries.

“Leaseback Rent” shall mean the monthly rents, fees or similar charges (including any amount included in or paid together with any such rents, fees or similar charges representing any value added tax or similar tax amount or governmental assessment or charge amount with respect thereto) payable by the Borrower and/or any of its Consolidated Subsidiaries to the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction.

“Management Fee” shall mean any advisory, management, licensing, royalty or other fee paid by the Borrower and its Consolidated Subsidiaries to the Parent and its Affiliates as consideration for services rendered and the assignment, licensing and/or sublicensing of intangible assets (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business, and (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

“National CPI” means the annual National Consumer Price Index (Índice Nacional de Precios al Consumidor) published in the Federal Official Gazette (Diario Oficial de la Federación) by the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía).

“Non-Obligor Affiliate” shall mean an Affiliate of an Obligor, which is not itself an Obligor.

“Non-Sinosure Administrative Agent” shall mean the “Administrative Agent” as such term is defined in the Non-Sinosure Credit Agreement.

“Non-Sinosure Financing Documents” shall mean the “Financing Documents” as such term is defined in the Non-Sinosure Credit Agreement.

“Permitted Distribution” shall mean any Distribution by the Borrower during the Waiver Period meeting the following requirements:

(a)the Borrower (i) has complied as of each of the two Calculation Dates immediately preceding the proposed date of such Distribution and (ii) after giving effect to such Distribution on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of such Distribution, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015);

(b)the Borrower has paid irrevocably and unconditionally, in the calendar year of the proposed Distribution, all amounts payable under this Agreement to the Financing Parties for such calendar year;

(c)the Borrower remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following such Distribution, providedhowever that any Default incurred under or in connection with this paragraph (c) can be cured in accordance with paragraph (d) of Section 7.1 (Events of Default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

(d)without prejudice to the above paragraph (c), no Default is continuing or would occur immediately after the making of such Distribution.

“Sale Leaseback Transaction” shall mean any transaction or series of transactions or arrangements pursuant to which the Borrower and/or any of its Subsidiaries sells or otherwise transfers (directly or through special purpose entities) for value any of its Telecommunications Towers and as part of such transaction, thereafter rents, leases, licenses and/or takes assignment of such Telecommunications Towers.

“Subordinated Restricted Intercompany Indebtedness” shall mean Intercompany Indebtedness that is subject to the Subordination Agreement.

“Waiver Period” shall mean the period commencing on the Amendment Effective Date and ending on June 30, 2015.

“Parent Guaranty” shall mean the guaranty agreement dated on or about the date of the Amendment No. 1, entered into among the Parent, the Administrative Agent and the Non-Sinosure Administrative Agent, for the benefit of the Financing Parties.

“Subordination Agreement” shall mean the loan subordination agreement, in form and substance satisfactory to the Administrative Agent and the Non-Sinosure Administrative Agent, to be entered into between the Parent, as Initial Subordinating Party, the Borrower, the Guarantors, the Administrative Agent and the Non-Sinosure Administrative Agent under which the Subordinated Restricted Intercompany Indebtedness shall be subordinated in right of payment and upon liquidation to the obligations of such Obligor(s) to the Financing Parties under the Financing Documents and the Non-Sinosure Financing Documents.

b.The following definitions shall be amended to read in their entirety as follows:

“Consolidated EBITDA” shall mean, for any period, for the Borrower and its Consolidated Subsidiaries (determined on a consolidated basis without duplication in accordance with Mexico GAAP), the sum of the following: (a) Consolidated Operating Income plus (b) to the extent deducted in determining Consolidated Operating Income, the sum of (i) all amounts properly charged for depreciation of Fixed Property and amortization of Intangible Property for such period on the consolidated books of the Borrower and its Consolidated Subsidiaries, plus (ii) Consolidated Interest Expense for such period, plus (iii) income tax expense, plus (iv) all other non-cash expenses, plus (v) the Management Fees paid during the Waiver Period in accordance with paragraph (c)(i) of Section 5.24 (Dividends and Share Redemption), plus (vi) accrued but unpaid Management Fees, minus (c) non-cash gains, to the extent included in determining Consolidated Operating Income.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No.1, the

Guaranty, the Parent Guaranty, the Shareholder Undertaking, the Security Documents, the Fee Letter, each Notice of Borrowing and the Sinosure Insurance.

“Indebtedness” shall mean, with respect to a Person, any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent of such Person for or in respect of (i) amounts borrowed or raised under any loan or credit facility; (ii) the amount of any deferred purchase price of property or services (other than trade payables not overdue by more than ninety (90) days incurred in the ordinary course of business); (iii) all obligations under or in respect of letters of credit or bankers’ acceptances if issued in connection with a transaction in the nature of a borrowing or raising of finance; (iv) all obligations under or evidenced by bonds, debentures, notes or other similar instruments; (v) leases or hire purchase contracts, which would in accordance with Mexico GAAP be treated as finance or capital leases; (vi) any other financial transaction having the effect of a borrowing or giving rise to an obligation on the part of such Person to purchase Indebtedness of another Person or provide collateral in respect thereof; or (vii) the net exposure under any hedging agreements provided, however, that Indebtedness shall not include Subordinated Restricted Intercompany Indebtedness.

“Permitted Related Party Transactions” shall mean:

(a)transactions between the Borrower and an Affiliate of the Borrower for the provision of intercompany services and assignment, licensing and/or sub-licensing agreements, provided that such intercompany agreements are made (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business, (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, and (iii) to comply with, if any, the conditions for related party transactions adopted by the board of directors or equivalent corporate governing body of the Borrower and the relevant Affiliate;

(b)a Permitted Disposal;

(c)a merger permitted under Section 5.13(a);

(d)the Distributions made in accordance with Section 5.24 (Dividends and Share Redemption), and

(e)applicable under the Waiver Period only, payments made to the Parent or its Subsidiaries under any stock chargeback agreement as reimbursements of payments made by the Parent or its Subsidiaries on behalf of the Borrower or its Subsidiaries provided that such payments may not exceed US$8,000,000 on a yearly basis during the Waiver Period.

“Permitted Sale Leaseback Transaction” shall mean any Sale Leaseback Transaction meeting the following requirements:

(a)the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) shall be applied toward the funding of the operational needs and network deployment of the Borrower and/or each Obligor;

(b)in relation to the initial closing of the Sale Leaseback Transaction, the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction), exceed the amount equal to nine (9) times (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference

between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the initial closing date (and prorated, when applicable) of the appropriate Permitted Sale Leaseback Transaction;

(c)in relation to any deferred closing of the Sale Leaseback Transaction, the aggregate sales proceeds received by the Borrower and/or its Consolidated Subsidiaries in respect of such Sale Leaseback Transaction (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) and all previous (but closed after June 1, 2013) Permitted Sale Leaseback Transactions shall exceed the amount equal to nine (9) times (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the applicable closing date (and prorated, when applicable) of the applicable Permitted Sale Leaseback Transaction;

(d)(i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) payable by the Borrower and/or its Subsidiaries for each calendar year other than the first full calendar year of any such Sale Leaseback Transaction does not exceed such annualized rents payable for the immediately preceding calendar year as adjusted (A) by National CPI for such immediately preceding year, or (B) in accordance with the terms and conditions contemplated in the relevant Sale Leaseback Transaction, or (C) as a result of the exercise of any landlord right under Mexican applicable legislation;

(e)in connection with any such Sale Leaseback Transaction, (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) is treated in accordance with Mexico GAAP as a capital lease or a financing transaction constituting Consolidated Indebtedness; and

(f)no Default is continuing or would occur immediately after the consummation of any such Sale Leaseback Transaction.

“Permitted Liens” shall mean, with respect to any of the Obligors,

(a)the Transaction Lien;

(b)Liens for taxes, assessments and governmental charges or levies on such Obligor that are not yet delinquent or due or which are being contested in good faith by appropriate actions or proceedings, provided that adequate reserves with respect thereto are maintained in accordance with Mexico GAAP on the books of such Obligor;

(c)Liens arising by operation of law in the ordinary course of business and not for borrowed money securing obligations that are not overdue for a period of more than thirty (30) days;

(d)Liens incurred in connection with workers’ compensation claims, unemployment insurance, social security benefits and similar legislation or to secure public or statutory obligations;

(e)Liens in favor of any Governmental Authority of Mexico arising from the bidding or acquisition of radio spectrum licenses that are necessary, complementary or ancillary for the Borrower’s

telecommunication business to the extent required by applicable laws or applicable auction rules and regulations;

(f)Liens on any Fixed Property or Intangible Property (excluding the Licenses, the Pledged Assets except as otherwise expressly permitted under the Asset Pledge and the DSRA except as otherwise expressly permitted under the DSRA Pledge) acquired (i) during the period between the Signing Date and the Amendment Effective Date or (ii) after the Waiver Period;

(g)Liens on any Fixed Property or Intangible Property (excluding the Licenses, the Pledged Assets except as otherwise expressly permitted under the Asset Pledge and the DSRA except as otherwise expressly permitted the DSRA Pledge) acquired during the Waiver Period, provided that the Borrower has complied as of the Calculation Date immediately preceding the proposed date of creation of such Lien and will remain in compliance on each of the next two Calculation Dates thereafter with the financial ratios under paragraph (b) and (c) of Section 5.22 (Financial Ratio) (regardless of whether such lien is created before or after June 30, 2015);

(h)easements, rights-of-way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its intended purposes;

(i)Liens in favor of any other Obligor;

(j)Liens to secure the performance of bids, tenders or other contracts (other than contracts for any Indebtedness) to the extent required in the ordinary course of business;

(k)Liens on any other Property of the Obligor provided that such Liens are also created in favor of the Security Agent (for the benefit of the Financing Parties) on a pari passu basis; and

(l)Liens on Property existing as of the Signing Date (excluding the Licenses) other than the Properties subject to Liens pursuant to items (a) to (k) above the aggregate book value of which (determined as of such determination date) is, at any time, no more than the greater of (i) US$300,000,000 less the book value of such Properties (existing as of the Signing Date) subject to Permitted Sale Leaseback Transactions and (ii) (A) 10% of the difference between the Total Assets and the aggregate book value of Properties subject to Liens pursuant to items (a), (f), (g), (j) and (k) above minus (B) the book value of such Properties (existing as of the Signing Date) subject to the Permitted Sale Leaseback Transactions.

2.2.Amendments to Section 4 (Representations, Warranties and Agreements) of the Sinosure Credit Agreement

a.Paragraph (a) of Section 4.20 (Ranking) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)The rights and claims of the Financing Parties against any of the Obligors under the Financing Documents rank:

i.pari passu in right of payment with all present and future senior unsecured unsubordinated indebtedness of such Obligor;

ii.senior in right of payment and upon liquidation to the Subordinated Restricted Intercompany Indebtedness in accordance with the Subordination Agreement; and

iii.senior in right of payment to any Obligor’s present and future senior unsecured indebtedness to the extent of the value of the Pledged Assets and the DSRA Pledge securing the rights and claims of the Financing Parties, except, in each case, to the indebtedness of creditors whose rights and claims are mandatorily preferred by Mexican laws of general application to companies.”

2.3.Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement

a.Section 5.21 (Pari Passu Ranking) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a) Each of the Obligors shall ensure that the rights and claims of the Financing Parties against any of the Obligors under the Financing Documents at all times rank:

i.pari passu in right of payment with all present and future senior unsecured unsubordinated indebtedness of such Obligor;

ii.senior in right of payment and upon liquidation to the Subordinated Restricted Intercompany Indebtedness in accordance with the Subordination Agreement; provided, for the avoidance of doubt, any payment on any Subordinated Restricted Intercompany Indebtedness allowed pursuant to Section 5.30(b), shall not constitute a breach of this clause 5.21(a)(ii); and

iii.senior in right of payment to any Obligor’s present and future senior unsecured indebtedness to the extent of the value of the Pledged Assets securing the rights and claims of the Financing Parties, except, in each case, to the indebtedness of creditors whose rights and claims are mandatorily preferred by Mexican laws of general application to companies.

(b) Each of the Obligors shall ensure that the Transaction Liens shall have first ranking priority and shall not be subject to any prior ranking or pari passu ranking Lien, except for Liens described in sections (b), (c) and (d) of the definition of “Permitted Liens”.”

b.Section 5.22 (Financial Ratio) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 4.0 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.5 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 2.0 to 1.0, in any case, as tested as of each Calculation Date falling between June 30, 2013 (inclusive) and June 30, 2015 (inclusive) for each period of twelve (12) months ending on such Calculation Date.

(b)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in any case, as tested as of each Calculation Date falling after June 30, 2015 (exclusive) for the period of twelve (12) months ending on such Calculation Date.

(c) The Borrower shall ensure that the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum

of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

c.Section 5.24 (Dividends and Share Redemption) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)During the Waiver Period, the Borrower shall not make any Distribution except for the Permitted Distribution.

(b)After the end of the Waiver Period, the Borrower shall not make any Distribution, unless:

i.no Default is continuing or would occur immediately after the making of any such payment;

ii.the Borrower has complied and will continue to comply, on a pro forma basis, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

iii.in any given fiscal year, all amounts payable under this Agreement to the Financing Parties for such fiscal year have been irrevocably and unconditionally paid.”

(c) During the Waiver Period, the Borrower shall not pay any Management Fee except for any Management Fee meeting the following requirements:

(i) (A) the amount of such Management Fee does not exceed the aggregate amount of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries within the period of two (2) months prior to the proposed date of payment of such Management Fee and (B) no Default is continuing or would occur immediately after the payment of such Management Fee; or

(ii)the Borrower:

(A)has complied as of each of the two Calculation Dates immediately preceding the proposed date of payment of such Management Fee and after giving effect to such payment on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of payment of such Payment Fee, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015);

(B)remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following the payment of such Management Fee, providedhowever that any Default incurred under or in connection with this sub-paragraph (ii) can be cured in accordance with paragraph (d) of Section 7.1 (Events of Default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.24 (Dividends and Share Redemption); and

(C) without prejudice to the above sub-paragraph (B), no Default is continuing or would occur immediately after the payment of such Management Fee.

d.A new Section 5.30 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) shall be added in the Sinosure Credit Agreement to read in its entirety as follows:

“5.30 Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness.

a.The Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness (other than the Indebtedness under the Financing Documents), unless:

i.No Default or Event of Default then exists or would result therefrom; and

ii.the Borrower has complied and, after the incurrence thereof on a pro forma basis, is in compliance (A) during the Waiver Period, with the financial ratios under paragraph (a) and (c) of Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence and (B) after the end of the Waiver Period, with the financial ratios under paragraph (b) and (c) of Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence.

b.No Obligor nor its Subsidiaries, shall pay, or cause to be paid, any Subordinated Restricted Intercompany Indebtedness without the prior written consent of the Administrative Agent and the Non-Sinosure Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned).”

2.4.Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement

a.Section 7.1 (Events of Default) of the Sinosure Credit Agreement shall be amended by incorporating Section 7.1(q) and Section 7.1(r) to read in its entirety as follows:

“(q) Subordination Agreement. If any Subordinated Restricted Intercompany Indebtedness is outstanding (i) Obligor or any Non-Obligor Affiliate rescinds or purports to rescind or repudiates or purports to repudiate the Subordination Agreement or (ii) any material provision of the Subordination Agreement, or the ability of any Obligor or any Non-Obligor Affiliate to perform any of its obligations under the Subordination Agreement is, or becomes, illegal, unlawful, invalid or unenforceable and a thirty (30) day period has elapsed without (x) all Subordinated Restricted Intercompany Indebtedness being converted into share capital to the Obligors or their Subsidiaries, as applicable, or (y) a new Subordination Agreement, in form and substance satisfactory to the Administrative Agent and the Non-Sinosure Administrative Agent, being executed to cure such illegality, unlawfulness, invalidity or unenforceability.

(r) Parent Guaranty. There has been a breach under or default of the Parent Guaranty which breach or default has or could reasonably be expected to have a Material Adverse Effect.”

2.5.Amendments to Annex III (Guarantors) of the Sinosure Credit Agreement

a.Annex III (Guarantors) of the Sinosure Credit Agreement shall be amended to read in their entirety as follows:

“GUARANTORS

1.INVERSIONES NEXTEL DE MEXICO S.A. DE C.V.

2.NII TELECOM S. DE R.L. DE C.V.

3.SERVICIOS DE RADIOCOMUNICACION MOVIL DE MEXICO S.A. DE C.V.

4.NII DIGITAL S. DE R.L. DE C.V.

5.DELTA COMUNICACIONES DIGITALES S.A. DE C.V.”

SECTION 3. ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby.

SECTION 4. EFFECTIVENESS.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all Parties hereto and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent in its sole discretion (the “Effective Date”).

SECTION 5. CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

5.1.Parent Guaranty

The Parent Guaranty, substantially in the form of Exhibit A, shall have been executed and an original has been delivered by each Party thereto.

5.2.Shareholder Undertaking

The Administrative Agent shall have received a confirmation letter, substantially in the form of Exhibit B, signed by an authorized officer of the Parent confirming that the Shareholder Undertaking shall continue in full force and effect.

5.3.Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated the Effective Date and addressed to each Financing Party:

a.the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of the Amendment under New York law;

b.the legal opinion of White & Case S.C., Mexican counsel to the Administrative Agent and the Lenders, as to matters of the good standing of and due authorization of the execution, delivery, and performance of the Amendment with respect to each Obligor; and

c.the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of good standing, execution, delivery, and performance of the Parent Guaranty with respect to the Parent.

5.4.Charter Documents

The Administrative Agent shall have received the following documents, dated the Effective Date each certified as indicated below:

a.the Officer’s Certificate of the Borrower certifying that attached thereto is a true and com-plete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Borrower; (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

b.the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and com-plete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of such Guarantor; (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and

c.the Officer’s Certificate of the Parent certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Parent (A) approving the transactions contemplated by the Parent Guaranty; (B) authorizing the execution, delivery and performance of the Parent Guaranty; and (C) authorizing a named person or persons to execute the Parent Guaranty and any documents to be delivered by the Parent under the Parent Guaranty and dispatch all documents and notices to be signed and/or dispatched by the Parent under or in connection with the Parent Guaranty, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

5.5.Costs and Expenses

The Borrower shall have paid or arranged for the payment of all reasonable costs and expenses incurred by any Financing Party (including Attorney Costs, subject to any agreed caps) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Mexico, the United States

or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be deliv-ered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(a)The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations and the representation made under Section 4.20 (Ranking) of the Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Sinosure Credit Agreement as amended by this Amendment.

(b)Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

SECTION 7. NO WAIVER.

Except as expressly provided in Section 2 (Amendments to the Sinosure Credit Agreement) of this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

SECTION 8. RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE.

As consequence of the execution of this Amendment, the Asset Pledge and the DSRA Pledge shall be, no later than 15 (fifteen) Business Days as of the execution hereof:

(a)duly ratified by each party thereto before a notary public or commercial notary public in Mexico, by means of the execution of the corresponding ratification agreement, substantially in the terms of Exhibit C attached hereto; and

(b)the ratification mentioned in item (a) immediate above, shall be duly registered and filed before the Movable Property Registry (Registro Único de Garantías Mobiliarias) and delivery shall be made to the Security Agent of evidence of such filing (boleta de inscripción), in order to ratify the first ranking priority Lien intended to be provided therein and that all fees and costs and expenses in relation thereto have been duly paid or discharged.

SECTION 9. NO NOVATION.

Neither the execution of this Amendment nor the ratification of the Asset Pledge and DSRA Pledge constitutes a novation, amendment, payment, satisfaction, performance or fulfillment of any of the obligations under the Sinosure Credit Agreement, including its annexes, exhibits and schedules.

SECTION 10. MISCELLANEOUS.

Section 10 (Miscellaneous) of the Sinosure Credit Agreement shall be incorporated into this

Amendment as if set out in full herein, mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

Comunicaciones Nextel de México, S.A. de C.V., as Borrower under the Sinosure Credit Agreement

Notice Address:

Paseo de los Tamarindos No. 90, piso 29

Col. Bosques de las Lomas

05120 Mexico, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

By:/s/ Antonio Garza Canovas

Name: Antonio Garza Canovas

Title: Legal Representative

By:/s/ Juan Enrich Urrea

Name: Juan Enrich Urrea

Title: Legal Representative

The Guarantors:

INVERSIONES NEXTEL DE MEXICO S.A. DE C.V.

NII TELECOM S. DE R.L. DE C.V.

SERVICIOS DE RADIOCOMUNICACION MOVIL DE MEXICO S.A. DE C.V.

NII DIGITAL S. DE R.L. DE C.V.

DELTA COMUNICACIONES DIGITALES S.A. DE C.V.

Notice Address for all Guarantors under the Sinosure Credit Agreement:

Paseo de los Tamarindos No. 90, piso 29

Col. Bosques de las Lomas

05120 Mexico, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

On behalf of the Guarantors

By:/s/ Antonio Garza Canovas

Name: Antonio Garza Canovas

Title: Legal Representative

By:/s/ Juan Enrich Urrea

Name: Juan Enrich Urrea

Title: Legal Representative

CHINA DEVELOPMENT BANK CORPORATION, as Lender under the Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road

Shenzhen 518031, China

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By:/s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent under the Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By:/s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Arranger under the Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By:/s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

EX-99.9

AMENDMENT AGREEMENT NO.1

Among

Nextel TELECOMUNICAÇÕES Ltda.

as Borrower under the Non-Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Non-Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Non-Sinosure Credit Agreement

Dated as of September 25, 2013

Table of Contents

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.2

1.1 Defined Terms2

1.2 Rules of Interpretation2

SECTION 2. AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.2

2.1 Amendments to Appendix A of the Non-Sinosure Credit Agreement3

2.2 Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement9

2.3 Amendments to Section 7 (Events of default) of the Non-Sinosure Credit Agreement11

SECTION 3. ACKNOWLEDGMENT.11

SECTION 4. EFFECTIVENESS.11

SECTION 5. CONDITIONS PRECEDENT.12

5.1 Parent Guaranty12

5.2 Shareholder Undertaking12

5.3 Legal Opinions12

5.4 Charter Documents12

5.5 Costs and Expenses13

SECTION 6. TRANSLATION AND REGISTRATION.13

SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.14

SECTION 8. NO WAIVER.14

SECTION 9. MISCELLANEOUS.14

EXHIBIT AFORM OF PARENT GUARANTY

EXHIBIT BFORM OF CONFIRMATION LETTER

AMENDMENT AGREEMENT NO.1 (this “Amendment”), dated as of September 25, 2013, among (i) Nextel TELECOMUNICAÇÕES Ltda., a limited liability company (sociedade limitada)organized and existing under the laws of Brazil in its capacities as borrower (the “Borrower”) under the Non-Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Non-Sinosure Credit Agreement and (iii) CHINA DEVELOPMENT BANK CORPORATION in each of its capacities as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Non-Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$250,000,000 credit agreement dated as of April 20, 2012, which is not supported by the Sinosure Insurance (the “Non-Sinosure Credit Agreement”); and

WHEREAS, the Borrower has notified the Administrative Agent of its intention to enter into a series of Permitted Sale Leaseback Transactions and has requested that the Lender agree to amend certain terms and conditions of the Non-Sinosure Credit Agreement to facilitate the consummation of these transactions;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1.Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement, as amended hereby.

1.2.Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

SECTION 2. AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.

2.1.Amendments to Appendix A of the Non-Sinosure Credit Agreement

(a)The following definitions shall be added in the appropriate alphabetical positions in the Non-Sinosure Credit Agreement:

“Amendment No.1” shall mean the Amendment Agreement No.1 dated as of September 25, 2013 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment Effective Date” shall have the meaning given to it as Effective Date under the Amendment No.1.

“Distribution” shall mean:

(a)the declaration, making or payment by the Borrower of any dividend, charge, fee, Interest on Equity or other distribution (or interest on any unpaid dividend, charge, fee, or other distribution) (whether in cash or in kind) on or in respect of its Equity Interest (or any class of its Equity Interest);

(b)the repayment or distribution by the Borrower of any share premium reserve; or

(c)the redemption, repurchase, defeasance, retirement or repayment by the Borrower of any of its Equity Interest or resolve to do so.

“Ground Rent” shall mean the monthly rent, fee or similar charge (including any value added tax, such as PIS/COFINS, or similar tax or governmental assessment or charge levied on the gross revenue derived from such payments, to the extent borne by Borrower and/or any of its Consolidated Subsidiaries as part of or together with the relevant Leaseback Rent amount) payable by the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction to the “lessor”, “sublessor”, “landlord”, “licensor”, “sublicensor”, “assignor” or similar Person under the appropriate lease, sublease, license, assignment and or similar agreement pursuant to which such purchaser (as assignee from the Borrower or any of its Consolidated Subsidiaries) is entitled to use ground or rooftop space for the maintenance, use, and installation of the purchased Telecommunication Towers.

“Interest on Equity” shall mean a distribution of interest by the Borrower on its Equity Interest to its shareholders pursuant to Law 9249/95 and Law 9430/96 of Brazil, as may be amended or replaced from time to time.

“Leaseback Rent” shall mean the monthly rents, fees or similar charges (including any amount included in or paid together with any such rents, fees or similar charges representing any value added tax, such as PIS/CONFINS or similar tax amount or governmental assessment or charge amount levied on the gross revenue derived from such payments) payable by the Borrower and/or any of its Consolidated Subsidiaries to the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction.

“Management Fee”shall mean any advisory, management, licensing, royalty or other fee paid by the Borrower and its Consolidated Subsidiaries to the Parent and its Affiliates as consideration for services rendered and the assignment, licensing and/or sublicensing of intangible assets (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business and (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

“Parent Guaranty” shall mean the guaranty agreement dated on or about the date of the Amendment No.1, entered into among the Parent, the Administrative Agent and the Sinosure Administrative Agent, for the benefit of the Financing Parties.

“Permitted Distribution” shall mean:

(a)any Distribution by the Borrower during the Waiver Period meeting the following requirements:

(i)the Borrower (x) has complied as of each of the two Calculation Dates immediately preceding the proposed date of such Distribution and (y) after giving effect to such Distribution on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of such Distribution, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015);

(ii)the Borrower has paid irrevocably and unconditionally, in the calendar year of the proposed Distribution, all amounts payable under this Agreement to the Financing Parties for such calendar year; and

(iii)the Borrower remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following such Distribution, providedhowever that any Default incurred under or in connection with this sub-paragraph (iii) can be cured in accordance with paragraph (d) of Section 7.1 (Events of default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

(iv)without prejudice to the above sub-paragraph (iii), no Default is continuing or would occur immediately after the making of such Distribution; and

(b)any Interest on Equity declared by the Borrower or any declaration of a Distribution by the Borrower, in any case, as long as the amount declared is not paid (other than any applicable taxes under the Brazilian Laws) and is within three (3) Business Days contributed back to the Borrower by way of subscriptions for Equity Interests.

“PIS/COFINS” shall mean social contributions on gross revenue set forth on Brazilian Laws 9718/1998, 10637/2002 and 10833/2002, as may be amended or replaced from time to time.

“Sale Leaseback Transaction” shall mean any transaction or series of transactions or arrangements pursuant to which the Borrower and/or any of its Subsidiaries sells or otherwise transfers (directly or through special purpose entities) for value any of its Telecommunications Towers and as part of such transaction, thereafter rents, leases, licenses and/or takes assignment of such Telecommunications Towers.

“Waiver Period” shall mean the period commencing on the Amendment Effective Date and ending on June 30, 2015.

(b)The following definitions shall be amended to read in their entirety as follows:

“Consolidated EBITDA” shall mean, for any period, for the Borrower and its Consolidated Subsidiaries (determined on a consolidated basis without duplication in accordance with Brazilian GAAP), the sum of the following: (a) Consolidated Operating Income plus (b) to the extent deducted in determining Consolidated Operating Income, the sum of (i) all amounts properly charged for depreciation of Fixed Property and amortization of Intangible Property for such period on the consolidated books of the Borrower and its Consolidated Subsidiaries, plus (ii) Consolidated Interest Expense for such period, plus (iii) income tax expense, plus (iv) all other non-cash expenses, plus (v) the Management Fees paid during the Waiver Period in accordance with paragraph (c)(i) of Section 5.24 (Dividends and Share Redemption), plus (vi) accrued but unpaid Management Fees, minus (c) non-cash gains, to the extent included in determining Consolidated Operating Income.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No.1, the Guaranty, the Parent Guaranty, the Shareholder Undertaking, the Security Documents, the Fee Letter, each Notice of Borrowing, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note and any other document designated from time to time as such and as agreed by the Borrower and the Administrative Agent.

“Permitted Related Party Transactions” shall mean:

(a) transactions between the Borrower and an Affiliate of the Borrower for the provision of intercompany services and assignment, licensing and/or sublicensing agreements, provided that such intercompany agreements are made (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business, (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, and (iii) to comply with, if any, the conditions for related party transactions adopted by the board of directors or equivalent corporate governing body of the Borrower and the relevant Affiliate;

(b) a Permitted Disposal;

(c) a merger permitted under Section 5.13(a);

(d) the Distributions made in accordance with Section 5.24 (Dividends and Share Redemption), and

(e) applicable under the Waiver Period only, payments made to the Parent or its Subsidiaries under any stock chargeback agreement as reimbursements of payments made by the Parent or its Subsidiaries on behalf of the Borrower or its Subsidiaries provided that such payments may not exceed US$8,000,000 on a yearly basis during the Waiver Period.

“Permitted Sale Leaseback Transaction” shall mean any Sale Leaseback Transaction meeting the following requirements:

(a)the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) shall be applied toward the funding of the operational needs and network deployment of the Borrower and/or each Obligor;

(b)in relation to the initial closing of the Sale Leaseback Transaction, the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) exceed the amount equal to nine (9) times (i) the

annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the initial closing date (and prorated, when applicable) of the appropriate Permitted Sale Leaseback Transaction;

(c)in relation to any deferred closing of the Sale Leaseback Transaction, the aggregate sales proceeds received by the Borrower and/or its Consolidated Subsidiaries in respect of such Sale Leaseback Transaction (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) and all previous (but closed after June 1, 2013) Permitted Sale Leaseback Transactions shall exceed the amount equal to nine (9) times (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the applicable closing date (and prorated, when applicable) of the applicable Permitted Sale Leaseback Transaction;

(d)(i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) payable by the Borrower and/or its Subsidiaries for each calendar year other than the first full calendar year of any such Sale Leaseback Transaction does not exceed such annualized rents payable for the immediately preceding calendar year as adjusted (A) by the official inflation rate (Índice Nacional de Preços ao Consumidor Amplo - IPCA) for such immediately preceding year, or (B) in accordance with the terms and conditions contemplated in the relevant Sale Leaseback Transaction, or (C) as a result of the exercise of any landlord right under Brazilian applicable legislation;

(e)in connection with any such Sale Leaseback Transaction, (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) is treated in accordance with Brazilian GAAP   as a capital lease or a financing transaction constituting Consolidated Indebtedness; and

(f)no Default is continuing or would occur immediately after the consummation of any such Sale Leaseback Transaction.

“Permitted Liens” shall mean, with respect to any of the Obligors,

(a)with respect to the Fiduciary Assigned Assets, the Liens (i) created or expressed to be created pursuant to the Fiduciary Assignment, or (ii) the “permitted liens” as defined under Section 5.1(g) of the Fiduciary Assignment (“Guarantee Permitted Liens”);

(b)with respect to any Property (other than the Fiduciary Assigned Assets) of any of the Obligors:

i.the Transaction Lien;

ii.Liens for taxes, assessments and governmental charges or levies on such Obligor that are not yet delinquent or due or which are being contested in good faith by appropriate actions or proceedings; provided that adequate reserves with respect thereto are maintained in accordance with Brazilian GAAP on the books of such Obligor;

iii.Liens arising by operation of law in the ordinary course of business and not for borrowed money securing obligations that are not overdue for a period of more than thirty (30) days;

iv.Liens incurred in connection with workers’ compensation claims, unemployment insurance, social security benefits and similar legislation or to secure public or statutory obligations;

v.Liens in favor of any Governmental Authority of Brazil arising from the bidding or acquisition of radio spectrum licenses that are necessary, complementary or ancillary for the Borrower’s telecommunications business to the extent required by applicable laws or applicable auction rules and regulations;

vi.Liens on any Fixed Property or Intangible Property (excluding the Licenses) acquired (i) during the period between March 31, 2011 and the Amendment Effective Date or (ii) after the end of the Waiver Period;

vii.Liens on any Fixed Property or Intangible Property (excluding the Licenses) acquired during the Waiver Period, (A) as collateral on assets acquired, or the purchase price being reimbursed, with a development bank financing of not more than R$100,000,000 (One Hundred Million Brazilian Reais) provided by the Banco Nacional de Desenvolvimento Econômico e Social (BNDES); or (B) provided that the Borrower has complied as of the Calculation Date immediately preceding the proposed date of creation of such Lien and will remain in compliance on each of the next two Calculation Dates thereafter with the financial ratios under paragraph (b) and (c) of Section 5.22 (Financial Ratio) (regardless of whether such lien is created before or after June 30, 2015);

viii.easements, rights-of-way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its intended purposes;

ix.Liens in favor of any other Obligor;

x.Liens to secure the performance of bids, tenders or other contracts (other than contracts for any Indebtedness) to the extent required in the ordinary course of business;

xi.Liens on any other Property of such Obligor; provided that such Liens are also created in favor of the Security Agent (for the benefit of the Financing Parties) on a pari passu basis; and

xii.Liens on receivables generated after March 31, 2011 and Property existing as of March 31, 2011 (excluding the Licenses) other than the Properties that are subject to Liens described in items (a) and (b)(i) through (b)(xi) above the aggregate book value of which is, at any time, no more than the greater of (A) four-hundred-fifty million US Dollars (US$450,000,000) less the book value of such Properties that are subject to Permitted Sale Leaseback Transactions and (B) (x) 10% of the difference between the Total Assets and the aggregate book value of Properties (existing as of March 31, 2011) subject to Liens described in items (a)(i), (b)(i), (b)(vi), (b)(vii), (b)(x) and (b)(xi) above minus (y) the book value of such Properties that are subject to the Permitted Sale Leaseback Transactions.

2.2.Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement

(a)Section 5.22 (Financial Ratio) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 4.0 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.5 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 2.0 to 1.0, in any case, as tested as of each Calculation Date falling between June 30, 2013 (inclusive) and June 30, 2015 (inclusive) for each period of twelve (12) months ending on such Calculation Date.

(b)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in any case, as tested as of each Calculation Date falling after June 30, 2015 (exclusive) for the period of twelve (12) months ending on such Calculation Date.

(c) The Borrower shall ensure that the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

(b)Section 5.24 (Dividends and Share Redemption) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)During the Wavier Period, the Borrower shall not make any Distribution except for the Permitted Distribution.

(b)After the end of the Waiver Period, the Borrower shall not make any Distribution, unless:

i.no Default is continuing or would occur immediately after the making of any such payment;

ii.the Borrower has complied and will continue to comply, on a pro forma basis, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

iii.in any given fiscal year, all amounts payable under this Agreement to the Financing Parties for such fiscal year have been irrevocably and unconditionally paid.”

(c)During the Waiver Period, the Borrower shall not pay any Management Fee except for any Management Fee meeting the following requirements:

(i) (A) the amount of such Management Fee does not exceed the aggregate amount of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries within the period of two (2) months prior to the proposed date of payment of such Management Fee and (B) no Default is continuing or would occur immediately after the payment of such Management Fee; or

(ii) the Borrower:

(A)has complied as of each of the two Calculation Dates immediately preceding the proposed date of payment of such Management Fee and after giving effect to such payment on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of payment of such Payment Fee, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015);

(B)remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following the payment of such Management Fee, providedhowever that any Default incurred under or in connection with this sub-paragraph (B) can be cured in accordance with paragraph (d) of Section 7.1 (Events of default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

(C) without prejudice to the above sub-paragraph (B), no Default is continuing or would occur immediately after the payment of such Management Fee.

2.3.Amendments to Section 7 (Events of default and Remedies) of the Non-Sinosure Credit Agreement

(a)Section 7.1 (Events of default) of the Credit Agreement shall be amended by incorporating Section 7.1(r) to read in its entirety as follows:

“(r) Parent Guaranty. There has been a breach under or default of the Parent Guaranty which breach or default has or could reasonably be expected to have a Material Adverse Effect.”

SECTION 3. ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby.

SECTION 4. EFFECTIVENESS.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all Parties hereto and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent in its sole discretion (the “Effective Date”).

SECTION 5. CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

5.1.Parent Guaranty

The Parent Guaranty, substantially in the form of Exhibit A, shall have been executed and an original has been delivered by each Party thereto.

5.2.Shareholder Undertaking

The Administrative Agent shall have received a confirmation letter, substantially in the form of Exhibit B signed by an authorized officer of the Parent confirming that the Shareholder Undertaking shall continue in full force and effect.

5.3.Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated the Effective Date and addressed to each Financing Party:

a.the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of the Amendment under New York law;

b.the legal opinion of Dias Carneiro Advogados, Brazilian counsel to the Administrative Agent and the Lenders, as to matters of due incorporation, due authorization of the execution, delivery, and performance of the Amendment with respect to each Obligor; and

c.the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of good standing, execution, delivery, and performance of the Parent Guaranty with respect to the Parent.

5.4.Charter Documents

The Administrative Agent shall have received the following documents, dated the Effective Date each certified as indicated below:

a.the Officer’s Certificate of the Borrower certifying that attached thereto is a true and com-plete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Borrower duly registered with São Paulo’s Board of Commerce (Junta Comercial do Estado do São Paulo); (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

b.the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and com-plete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of such Guarantor duly registered with the relevant Board of Commerce (Junta Comercial); (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of t

his Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and

c.the Officer’s Certificate of the Parent certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Parent (A) approving the transactions contemplated by the Parent Guaranty; (B) authorizing the execution, delivery and performance of the Parent Guaranty; and (C) authorizing a named person or persons to execute the Parent Guaranty and any documents to be delivered by the Parent under the Parent Guaranty and dispatch all documents and notices to be signed and/or dispatched by the Parent under or in connection with the Parent Guaranty, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

5.5.Costs and Expenses

The Borrower shall have paid or arranged for the payment of all reasonable costs and expenses incurred by any Financing Party (including Attorney Costs, subject to any agreed caps) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Brazil, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be deliv-ered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 6. TRANSLATION AND REGISTRATION.

Within ninety (90) days as of the Effective Date of this Amendment, the Borrower shall deliver an original of this Amendment (A) duly notarized, (B) legalized with the competent Brazilian consulate at the place of execution, (C) sworn translated into Portuguese by a sworn translator registered with the Board of Commerce (Junta Comercial) and (D) registered with the Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) of the city in which the Borrower is headquartered.

SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(a)The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations of the Non-Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Non-Sinosure Credit Agreement as amended by this Amendment.

(b)Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

SECTION 8. NO WAIVER.

Except as expressly provided in Section 2 (Amendments to the Non-Sinosure Credit Agreement) of this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification

of any term or condition of the Financing Documents or any of the instruments or documents referred to therein or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

SECTION 9. MISCELLANEOUS.

Section 10 (Miscellaneous) of the Non-Sinosure Credit Agreement, including but not limited to Section 10.20 (Governing Law; Submission to Jurisdiction; Etc.), shall be incorporated into this Amendment as if set out in full herein, mutatis mutandis.

*                                   *                                   *

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

NEXTEL TELECOMUNICAçÕES LTDA., as Borrower under the Non-Sinosure Credit Agreement

Notice Address:

Avenida das Nações Unidas No. 14,171

Crystal Tower - 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +1-703 390 7170

Email: financial.operations@nextel.com.br

On behalf of the Borrower under the Non-Sinosure Credit Agreement

By: /s/ Natalia MiroQuesada

Name: Natalia MiroQuesada

Title: Commercial Counsel

Address: 1875 Explorer Street, Suite 1000, Reston, VA

WITNESSES

1. /s/ Larkia Bigby

Name: Larkia Bigby

ID:

2./s/ Thessalee Palmer

Name: Thessalee Palmer

ID:

STATE OF NEW YORK      )

                                                                : ss.

COUNTY OF NEW YORK )

On this 31st day of July, 2013, before me, a notary public within and for said State, personally appeared Natalia MiroQuesada, to me personally known who being duly sworn, did say that such person is Natalia MiroQuesada and an authorized signatory of NEXTEL TELECOMUNICAçÕES LTDA., which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal.

                                                                                                                                                                                                                                                                                                By /s/ Julian Entner

                                                                                                (Notary Public)

                                                                                                Name:  Julian Entner

My Commission Expires: July 29, 2014

(SEAL)

The Guarantors under the Non-Sinosure Credit Agreement:

NEXTEL TELECOMUNICAÇÕES DE LONGA distância LTDA.

NEXTEL TELECOMUNICAÇÕES SMP LTDA.

RMD DO BRASIL S.A.

SUNBIRD participaÇÕES LTDA.

TELCOM TELECOMUNICAÇÕES DO BRASIL LTDA.

rádio MóVEL DIGITAL S.A.

SUNBIRD TELECOMUNICAÇÕES LTDA.

Notice Address for all Guarantors:

Avenida das Nações Unidas No. 14,171

Crystal Tower - 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +1-703 390 7170

Email: financial.operations@nextel.com.br

On behalf of the Guarantors under the Non-Sinosure Credit Agreement

By: /s/ Natalia MiroQuesada

Name: Natalia MiroQuesada

Title: Commercial Counsel

Address: 1875 Explorer Street, Suite 1000, Reston, VA

WITNESSES

1. /s/ Larkia Bigby

Name: Larkia Bigby

ID:

2./s/ Thessalee Palmer

Name: Thessalee Palmer

ID:

STATE OF NEW YORK      )

                                                                : ss.

COUNTY OF NEW YORK )

On this 31st day of July, 2013, before me, a notary public within and for said State, personally appeared Natalia MiroQuesada, to me personally known who being duly sworn, did say that such person is Natalia MiroQuesada and an authorized signatory of NEXTEL TELECOMUNICAÇÕES DE LONGA distância LTDA., NEXTEL TELECOMUNICAÇÕES SMP LTDA., RMD DO BRASIL S.A., SUNBIRD participaÇÕES LTDA., TELCOM TELECOMUNICAÇÕES DO BRASIL LTDA., rádio MóVEL DIGITAL S.A. and SUNBIRD TELECOMUNICAÇÕES LTDA., which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal.

                                                                                                                                                                                                                                                                                                By /s/ Julian Entner

                                                                                                (Notary Public)

                                                                                                Name:  Julian Entner

My Commission Expires: July 29, 2014

(SEAL)CHINA DEVELOPMENT BANK CORPORATION, as Lender under the Non-Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road

Shenzhen 518031, China

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By: /s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent under the Non-Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By: /s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Arranger under the Non-Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By: /s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

EX-99.10

AMENDMENT AGREEMENT NO.1

Among

Nextel TELECOMUNICAÇÕES Ltda.

as Borrower under the Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Sinosure Credit Agreement

Dated as of September 25, 2013

Table of Contents

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.2

1.1 Defined Terms2

1.2 Rules of Interpretation2

SECTION 2. AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.2

2.1 Amendments to Appendix A of the Sinosure Credit Agreement3

2.2 Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement9

2.3 Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement11

SECTION 3. ACKNOWLEDGMENT.11

SECTION 4. EFFECTIVENESS.11

SECTION 5. CONDITIONS PRECEDENT.12

5.1 Parent Guaranty12

5.2 Shareholder Undertaking12

5.3 Legal Opinions12

5.4 Charter Documents12

5.5 Costs and Expenses13

SECTION 6. TRANSLATION AND REGISTRATION.14

SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.14

SECTION 8. NO WAIVER.14

SECTION 9. MISCELLANEOUS.14

EXHIBIT AFORM OF PARENT GUARANTY

EXHIBIT BFORM OF CONFIRMATION LETTER

AMENDMENT AGREEMENT NO.1 (this “Amendment”), dated as of September 25, 2013, among (i) Nextel TELECOMUNICAÇÕES Ltda., a limited liability company (sociedade limitada)organized and existing under the laws of Brazil in its capacities as borrower (the “Borrower”) under the Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Sinosure Credit Agreement and (iii) CHINA DEVELOPMENT BANK CORPORATION in each of its capacities as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$250,000,000 credit agreement dated as of April 20, 2012, which is supported by the Sinosure Insurance (the “Sinosure Credit Agreement”); and

WHEREAS, the Borrower has notified the Administrative Agent of its intention to enter into a series of Permitted Sale Leaseback Transactions and has requested that the Lender agree to amend certain terms and conditions of the Sinosure Credit Agreement to facilitate the consummation of these transactions;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1.Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement, as amended hereby.

1.2.Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

SECTION 2. AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.

2.1.Amendments to Appendix A of the Sinosure Credit Agreement

(a)The following definitions shall be added in the appropriate alphabetical positions in the Sinosure Credit Agreement:

“Amendment No.1” shall mean the Amendment Agreement No.1 dated as of September 25, 2013 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment Effective Date” shall have the meaning given to it as Effective Date under the Amendment No.1.

“Distribution” shall mean:

(a)the declaration, making or payment by the Borrower of any dividend, charge, fee, Interest on Equity or other distribution (or interest on any unpaid dividend, charge, fee, or other distribution) (whether in cash or in kind) on or in respect of its Equity Interest (or any class of its Equity Interest);

(b)the repayment or distribution by the Borrower of any share premium reserve; or

(c)the redemption, repurchase, defeasance, retirement or repayment by the Borrower of any of its Equity Interest or resolve to do so.

“Ground Rent” shall mean the monthly rent, fee or similar charge (including any value added tax, such as PIS/COFINS, or similar tax or governmental assessment or charge levied on the gross revenue derived from such payments, to the extent borne by Borrower and/or any of its Consolidated Subsidiaries as part of or together with the relevant Leaseback Rent amount) payable by the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction to the “lessor”, “sublessor”, “landlord”, “licensor”, “sublicensor”, “assignor” or similar Person under the appropriate lease, sublease, license, assignment and or similar agreement pursuant to which such purchaser (as assignee from the Borrower or any of its Consolidated Subsidiaries) is entitled to use ground or rooftop space for the maintenance, use, and installation of the purchased Telecommunication Towers.

“Interest on Equity” shall mean a distribution of interest by the Borrower on its Equity Interest to its shareholders pursuant to Law 9249/95 and Law 9430/96 of Brazil, as may be amended or replaced from time to time.

“Leaseback Rent” shall mean the monthly rents, fees or similar charges (including any amount included in or paid together with any such rents, fees or similar charges representing any value added tax, such as PIS/CONFINS or similar tax amount or governmental assessment or charge amount levied on the gross revenue derived from such payments) payable by the Borrower and/or any of its Consolidated Subsidiaries to the purchaser (or any of its Affiliates or any successor to or permitted assignee of purchaser or any of its Affiliates) of the Telecommunications Towers pursuant to a Permitted Sale Leaseback Transaction.

“Management Fee”shall mean any advisory, management, licensing, royalty or other fee paid by the Borrower and its Consolidated Subsidiaries to the Parent and its Affiliates as consideration for services rendered and the assignment, licensing and/or sublicensing of intangible assets (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business and (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

“Parent Guaranty” shall mean the guaranty agreement dated on or about the date of the Amendment No. 1, entered into among the Parent, the Administrative Agent and the Non-Sinosure Administrative Agent, for the benefit of the Financing Parties.

“Permitted Distribution” shall mean:

(a)any Distribution by the Borrower during the Waiver Period meeting the following requirements:

(i)the Borrower (x) has complied as of each of the two Calculation Dates immediately preceding the proposed date of such Distribution and (y) after giving effect to

such Distribution on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of such Distribution, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015);

(ii)the Borrower has paid irrevocably and unconditionally, in the calendar year of the proposed Distribution, all amounts payable under this Agreement to the Financing Parties for such calendar year; and

(iii)the Borrower remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such Distribution is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following such Distribution, providedhowever that any Default incurred under or in connection with this sub-paragraph (iii) can be cured in accordance with paragraph (d) of Section 7.1 (Events of Default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

(iv)without prejudice to the above sub-paragraph (iii), no Default is continuing or would occur immediately after the making of such Distribution; and

(b)any Interest on Equity declared by the Borrower or any declaration of a Distribution by the Borrower, in any case, as long as the amount declared is not paid (other than any applicable taxes under the Brazilian Laws) and is within three (3) Business Days contributed back to the Borrower by way of subscriptions for Equity Interests.

“PIS/COFINS” shall mean social contributions on gross revenue set forth on Brazilian Laws 9718/1998, 10637/2002 and 10833/2002, as may be amended or replaced from time to time.

“Sale Leaseback Transaction” shall mean any transaction or series of transactions or arrangements pursuant to which the Borrower and/or any of its Subsidiaries sells or otherwise transfers (directly or through special purpose entities) for value any of its Telecommunications Towers and as part of such transaction, thereafter rents, leases, licenses and/or takes assignment of such Telecommunications Towers.

“Waiver Period” shall mean the period commencing on the Amendment Effective Date and ending on June 30, 2015.

(b)The following definitions shall be amended to read in their entirety as follows:

“Consolidated EBITDA” shall mean, for any period, for the Borrower and its Consolidated Subsidiaries (determined on a consolidated basis without duplication in accordance with Brazilian GAAP), the sum of the following: (a) Consolidated Operating Income plus (b) to the extent deducted in determining Consolidated Operating Income, the sum of (i) all amounts properly charged for depreciation of Fixed Property and amortization of Intangible Property for such period on the consolidated books of the Borrower and its Consolidated Subsidiaries, plus (ii) Consolidated Interest Expense for such period, plus (iii) income tax expense, plus (iv) all other non-cash expenses, plus (v) the Management Fees paid during the Waiver Period in accordance with paragraph (c)(i) of Section 5.24 (Dividends and Share Redemption), plus (vi) accrued but unpaid Management Fees, minus (c) non-cash gains, to the extent included in determining Consolidated Operating Income.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No.1, the Guaranty, the Parent Guaranty, the Shareholder Undertaking, the Security Documents, the Fee Letter, each Notice of Borrowing, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note and any other document designated from time to time as such and as agreed by the Borrower and the Administrative Agent.

“Permitted Related Party Transactions” shall mean:

(a) transactions between the Borrower and an Affiliate of the Borrower for the provision of intercompany services and assignment, licensing and/or sublicensing agreements, provided that such intercompany agreements are made (i) in the ordinary course of the Borrower’s (and such Affiliate’s) business, (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, and (iii) to comply with, if any, the conditions for related party transactions adopted by the board of directors or equivalent corporate governing body of the Borrower and the relevant Affiliate;

(b) a Permitted Disposal;

(c) a merger permitted under Section 5.13(a);

(d) the Distributions made in accordance with Section 5.24 (Dividends and Share Redemption), and

(e) applicable under the Waiver Period only, payments made to the Parent or its Subsidiaries under any stock chargeback agreement as reimbursements of payments made by the Parent or its Subsidiaries on behalf of the Borrower or its Subsidiaries provided that such payments may not exceed US$8,000,000 on a yearly basis during the Waiver Period.

“Permitted Sale Leaseback Transaction” shall mean any Sale Leaseback Transaction meeting the following requirements:

(a)the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) shall be applied toward the funding of the operational needs and network deployment of the Borrower and/or each Obligor;

(b)in relation to the initial closing of the Sale Leaseback Transaction, the sales proceeds received by the Borrower and/or its Consolidated Subsidiaries (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) exceed the amount equal to nine (9) times (i) the

annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the initial closing date (and prorated, when applicable) of the appropriate Permitted Sale Leaseback Transaction;

(c)in relation to any deferred closing of the Sale Leaseback Transaction, the aggregate sales proceeds received by the Borrower and/or its Consolidated Subsidiaries in respect of such Sale Leaseback Transaction (excluding transaction expenses reasonably incurred in respect of such Sale Leaseback Transaction) and all previous (but closed after June 1, 2013) Permitted Sale Leaseback Transactions shall exceed the amount equal to nine (9) times (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent); all such annualized rents are determined as of the applicable closing date (and prorated, when applicable) of the applicable Permitted Sale Leaseback Transaction;

(d)(i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) payable by the Borrower and/or its Subsidiaries for each calendar year other than the first full calendar year of any such Sale Leaseback Transaction does not exceed such annualized rents payable for the immediately preceding calendar year as adjusted (A) by the official inflation rate (Índice Nacional de Preços ao Consumidor Amplo - IPCA) for such immediately preceding year, or (B) in accordance with the terms and conditions contemplated in the relevant Sale Leaseback Transaction, or (C) as a result of the exercise of any landlord right under Brazilian applicable legislation;

(e)in connection with any such Sale Leaseback Transaction, (i) the annualized Leaseback Rent (provided the Leaseback Rent excludes Ground Rent) or (ii) the difference between the annualized Leaseback Rent and the annualized Ground Rent (provided the Leaseback Rent includes Ground Rent) is treated in accordance with Brazilian GAAP   as a capital lease or a financing transaction constituting Consolidated Indebtedness; and

(f)no Default is continuing or would occur immediately after the consummation of any such Sale Leaseback Transaction.

“Permitted Liens” shall mean, with respect to any of the Obligors,

(a)with respect to the Fiduciary Assigned Assets, the Liens (i) created or expressed to be created pursuant to the Fiduciary Assignment, or (ii) the “permitted liens” as defined under Section 5.1(g) of the Fiduciary Assignment (“Guarantee Permitted Liens”);

(b)with respect to any Property (other than the Fiduciary Assigned Assets) of any of the Obligors:

i.the Transaction Lien;

ii.Liens for taxes, assessments and governmental charges or levies on such Obligor that are not yet delinquent or due or which are being contested in good faith by appropriate actions or proceedings; provided that adequate reserves with respect thereto are maintained in accordance with Brazilian GAAP on the books of such Obligor;

iii.Liens arising by operation of law in the ordinary course of business and not for borrowed money securing obligations that are not overdue for a period of more than thirty (30) days;

iv.Liens incurred in connection with workers’ compensation claims, unemployment insurance, social security benefits and similar legislation or to secure public or statutory obligations;

v.Liens in favor of any Governmental Authority of Brazil arising from the bidding or acquisition of radio spectrum licenses that are necessary, complementary or ancillary for the Borrower’s telecommunications business to the extent required by applicable laws or applicable auction rules and regulations;

vi.Liens on any Fixed Property or Intangible Property (excluding the Licenses) acquired (i) during the period between March 31, 2011 and the Amendment Effective Date or (ii) after the end of the Waiver Period;

vii.Liens on any Fixed Property or Intangible Property (excluding the Licenses) acquired during the Waiver Period, (A) as collateral on assets acquired, or the purchase price being reimbursed, with a development bank financing of not more than R$100,000,000 (One Hundred Million Brazilian Reais) provided by the Banco Nacional de Desenvolvimento Econômico e Social (BNDES); or (B) provided that the Borrower has complied as of the Calculation Date immediately preceding the proposed date of creation of such Lien and will remain in compliance on each of the next two Calculation Dates thereafter with the financial ratios under paragraph (b) and (c) of Section 5.22 (Financial Ratio) (regardless of whether such lien is created before or after June 30, 2015);

viii.easements, rights-of-way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its intended purposes;

ix.Liens in favor of any other Obligor;

x.Liens to secure the performance of bids, tenders or other contracts (other than contracts for any Indebtedness) to the extent required in the ordinary course of business;

xi.Liens on any other Property of such Obligor; provided that such Liens are also created in favor of the Security Agent (for the benefit of the Financing Parties) on a pari passu basis; and

xii.Liens on receivables generated after March 31, 2011 and Property existing as of March 31, 2011 (excluding the Licenses) other than the Properties that are subject to Liens described in items (a) and (b)(i) through (b)(xi) above the aggregate book value of which is, at any time, no more than the greater of (A) four-hundred-fifty million US Dollars (US$450,000,000) less the book value of such Properties that are subject to Permitted Sale Leaseback Transactions and (B) (x) 10% of the difference between the Total Assets and the aggregate book value of Properties (existing as of March 31, 2011) subject to Liens described in items (a)(i), (b)(i), (b)(vi), (b)(vii), (b)(x) and (b)(xi) above minus (y) the book value of such Properties that are subject to the Permitted Sale Leaseback Transactions.

2.2.Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement

(a)Section 5.22 (Financial Ratio) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 4.0 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.5 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 2.0 to 1.0, in any case, as tested as of each Calculation Date falling between June 30, 2013 (inclusive) and June 30, 2015 (inclusive) for each period of twelve (12) months ending on such Calculation Date.

(b)The Borrower shall maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in any case, as tested as of each Calculation Date falling after June 30, 2015 (exclusive) for the period of twelve (12) months ending on such Calculation Date.

(c) The Borrower shall ensure that the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

(b)Section 5.24 (Dividends and Share Redemption) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)During the Wavier Period, the Borrower shall not make any Distribution except for the Permitted Distribution.

(b)After the end of the Waiver Period, the Borrower shall not make any Distribution, unless:

i.no Default is continuing or would occur immediately after the making of any such payment;

ii.the Borrower has complied and will continue to comply, on a pro forma basis, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

iii.in any given fiscal year, all amounts payable under this Agreement to the Financing Parties for such fiscal year have been irrevocably and unconditionally paid.”

(c)During the Waiver Period, the Borrower shall not pay any Management Fee except for any Management Fee meeting the following requirements:

(i) (A) the amount of such Management Fee does not exceed the aggregate amount of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries within the period of two (2) months prior to the proposed date of payment of such Management Fee and (B) no Default is continuing or would occur immediately after the payment of such Management Fee; or

(ii) the Borrower:

(A)has complied as of each of the two Calculation Dates immediately preceding the proposed date of payment of such Management Fee and after giving effect to such payment on a pro forma basis, has complied as of the Calculation Date immediately preceding the proposed date of payment of such Payment Fee, in each case, with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015);

(B)remains in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio) (regardless of whether such payment is made before or after June 30, 2015) on each of the next two (2) Calculation Dates following the payment of such Management Fee, providedhowever that any Default incurred under or in connection with this sub-paragraph (B) can be cured in accordance with paragraph (d) of Section 7.1 (Events of Default) by way of cash subscriptions for Equity Interests and/or cash advances of Subordinated Restricted Intercompany Indebtedness by the Parent or any of its Consolidated Subsidiaries in the necessary amounts which, at the discretion of the Borrower, shall either increase Consolidated EBITDA for the applicable period or reduce Net Debt on the applicable Calculation Date to be in compliance with the financial ratios under paragraph (b) of Section 5.22 (Financial Ratio); and

(C) without prejudice to the above sub-paragraph (B), no Default is continuing or would occur immediately after the payment of such Management Fee.

2.3.Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement

(a)Section 7.1 (Events of Default) of the Sinosure Credit Agreement shall be amended by incorporating Section 7.1(r) to read in its entirety as follows:

“(r) Parent Guaranty. There has been a breach under or default of the Parent Guaranty which breach or default has or could reasonably be expected to have a Material Adverse Effect.”

SECTION 3. ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby.

SECTION 4. EFFECTIVENESS.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all Parties hereto and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent in its sole discretion (the “Effective Date”).

SECTION 5. CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the

instructions of all Lenders):

5.1.Parent Guaranty

The Parent Guaranty, substantially in the form of Exhibit A, shall have been executed and an original has been delivered by each Party thereto.

5.2.Shareholder Undertaking

The Administrative Agent shall have received a confirmation letter, substantially in the form of Exhibit B signed by an authorized officer of the Parent confirming that the Shareholder Undertaking shall continue in full force and effect.

5.3.Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated the Effective Date and addressed to each Financing Party:

a.the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of the Amendment under New York law;

b.the legal opinion of Dias Carneiro Advogados, Brazilian counsel to the Administrative Agent and the Lenders, as to matters of due incorporation, due authorization of the execution, delivery, and performance of the Amendment with respect to each Obligor; and

c.the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of good standing, execution, delivery, and performance of the Parent Guaranty with respect to the Parent.

5.4.Charter Documents

The Administrative Agent shall have received the following documents, dated the Effective Date each certified as indicated below:

a.the Officer’s Certificate of the Borrower certifying that attached thereto is a true and com-plete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Borrower duly registered with São Paulo’s Board of Commerce (Junta Comercial do Estado do São Paulo); (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

b.the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and com-plete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of such Guarantor duly registered with the relevant Board of Commerce (Junta Comercial); (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, deliv-ery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices t

o be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and

c.the Officer’s Certificate of the Parent certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equiv-alent body) of the Parent (A) approving the transactions contemplated by the Parent Guaranty; (B) authorizing the execution, delivery and performance of the Parent Guaranty; and (C) authorizing a named person or persons to execute the Parent Guaranty and any documents to be delivered by the Parent under the Parent Guaranty and dispatch all documents and notices to be signed and/or dispatched by the Parent under or in connection with the Parent Guaranty, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

5.5.Costs and Expenses

The Borrower shall have paid or arranged for the payment of all reasonable costs and expenses incurred by any Financing Party (including Attorney Costs, subject to any agreed caps) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Brazil, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be deliv-ered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 6. TRANSLATION AND REGISTRATION.

Within ninety (90) days as of the Effective Date of this Amendment, the Borrower shall deliver an original of this Amendment (A) duly notarized, (B) legalized with the competent Brazilian consulate at the place of execution, (C) sworn translated into Portuguese by a sworn translator registered with the Board of Commerce (Junta Comercial) and (D) registered with the Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) of the city in which the Borrower is headquartered.

SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(a)The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations of the Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Sinosure Credit Agreement as amended by this Amendment.

(b)Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

SECTION 8. NO WAIVER.

Except as expressly provided in Section 2 (Amendments to the Sinosure Credit Agreement) of this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in

connection with any of the Financing Documents.

SECTION 9. MISCELLANEOUS.

Section 10 (Miscellaneous) of the Sinosure Credit Agreement, including but not limited to Section 10.20 (Governing Law; Submission to Jurisdiction; Etc.), shall be incorporated into this Amendment as if set out in full herein, mutatis mutandis.

*                                   *                                   *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

NEXTEL TELECOMUNICAçÕES LTDA., as Borrower under the Sinosure Credit Agreement

Notice Address:

Avenida das Nações Unidas No. 14,171

Crystal Tower - 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +1-703 390 7170

Email: financial.operations@nextel.com.br

On behalf of the Borrower under the Sinosure Credit Agreement

By: /s/ Natalia MiroQuesada

Name: Natalia MiroQuesada

Title: Commercial Counsel

Address: 1875 Explorer Street, Suite 1000, Reston, VA

WITNESSES

1. /s/ Larkia Bigby

Name: Larkia Bigby

ID:

2./s/ Thessalee Palmer

Name: Thessalee Palmer

ID:

STATE OF NEW YORK      )

                                                                : ss.

COUNTY OF NEW YORK )

On this 31^st day of July, 2013, before me, a notary public within and for said State, personally appeared Natalia MiroQuesada, to me personally known who being duly sworn, did say that such person is Natalia MiroQuesada and an authorized signatory of NEXTEL TELECOMUNICAçÕES LTDA., which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal.

                                                                                                                                                                                                                                                                                                By /s/ Julian Entner

                                                                                                (Notary Public)

                                                                                                Name:  Julian Entner

My Commission Expires: July 29, 2014

(SEAL)

The Guarantors under the Sinosure Credit Agreement:

NEXTEL TELECOMUNICAÇÕES DE LONGA distância LTDA.

NEXTEL TELECOMUNICAÇÕES SMP LTDA.

RMD DO BRASIL S.A.

SUNBIRD participaÇÕES LTDA.

TELCOM TELECOMUNICAÇÕES DO BRASIL LTDA.

rádio MóVEL DIGITAL S.A.

SUNBIRD TELECOMUNICAÇÕES LTDA.

Notice Address for all Guarantors:

Avenida das Nações Unidas No. 14,171

Crystal Tower - 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +1-703 390 7170

Email: financial.operations@nextel.com.br

On behalf of the Guarantors under the Sinosure Credit Agreement

By: /s/ Natalia MiroQuesada

Name: Natalia MiroQuesada

Title: Commercial Counsel

Address: 1875 Explorer Street, Suite 1000, Reston, VA

WITNESSES

1. /s/ Larkia Bigby

Name: Larkia Bigby

ID:

2./s/ Thessalee Palmer

Name: Thessalee Palmer

ID:

STATE OF NEW YORK      )

                                                                : ss.

COUNTY OF NEW YORK )

On this 31st day of July, 2013, before me, a notary public within and for said State, personally appeared Natalia MiroQuesada, to me personally known who being duly sworn, did say that such person is Natalia MiroQuesada and an authorized signatory of NEXTEL TELECOMUNICAÇÕES DE LONGA distância LTDA., NEXTEL TELECOMUNICAÇÕES SMP LTDA., RMD DO BRASIL S.A., SUNBIRD participaÇÕES LTDA., TELCOM TELECOMUNICAÇÕES DO BRASIL LTDA., rádio MóVEL DIGITAL S.A. and SUNBIRD TELECOMUNICAÇÕES LTDA., which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said companies.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal.

                                                                                                                                                                                                                                                                                                By /s/ Julian Entner

                                                                                                (Notary Public)

                                                                                                Name:  Julian Entner

My Commission Expires: July 29, 2014

(SEAL)CHINA DEVELOPMENT BANK CORPORATION, as Lender under the Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road

Shenzhen 518031, China

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By: /s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent under the Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By: /s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager

CHINA DEVELOPMENT BANK CORPORATION, as Arranger under the Sinosure Credit Agreement

Notice Address:

Address: 14th Floor, CITIC Tower, No. 1093 Shennan Zhong Road, Shenzhen 518031, P.R. China.

Attention: Che Nan

Telephone No.: +86 (755) 2594 2783

Facsimile No.: +86 (755) 2598 7725

By: /s/ Wang Wezdong

Name: Wang Wezdong

Title: General Manager