8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2017

___________

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-37488 (Commission File Number)		91-1671412 (IRS Employer Identification No.)
1875 Explorer Street, Suite 800 Reston, Virginia  (Address of principal executive offices)		20190 (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

Brazil Credit Agreement Amendments and Waiver of Covenants

On February 24, 2017, Nextel Brazil entered into amendments to its credit agreements with each of Caixa Econômica Federal and Banco do Brasil, S.A. (together, the “Amendments”) for an amendment fee of 3.7 million Brazilian reais, or about $1.2 million based on the exchange rate in effect on February 24, 2017.

The Amendments provide, among other things, that effective March 2, 2017, no amortization payments will be required with respect to the loan with Caixa Econômica Federal until July 8, 2017 and with respect to Banco do Brasil until July 31, 2017 (the “Standstill Period”), at which time Nextel Brazil will have to make a principal payment in the amount of the foregone amortization; provided, however, that if certain events occur during the Standstill Period, including Nextel Brazil’s early repayment of other debt obligations, reinforcement or alteration of personal guarantees with respect to other debt, or execution of agreements with terms and conditions more favorable to other creditors than to Caixa Econômica Federal or Banco do Brasil, respectively, and Nextel Brazil does not remedy such events within a certain period of time, a mandatory early payment in the applicable amount described in the Amendments will be triggered. The Amendments also provide Nextel Brazil with the ability to grant as guarantees in the ordinary course of business to creditors other than financial institutions up to Brazilian reais 5 million, and to grant judicial guarantees and judicial deposits up to Brazilian reais 310 million, with certain exceptions and limitations.

Concurrently, on February 24, 2017, Nextel Brazil obtained waivers of certain covenants from each of Caixa Econômica Federal and Banco do Brasil (together, the “Waivers”). The Waivers provide for a waiver of non-compliance with respect to the net debt financial covenant and certain other covenants of the relevant credit agreements as of December 31, 2016. The Waivers also provide for a “covenant holiday” inclusive of the June 30, 2017 testing period, during which time no compliance will be required with respect to the net debt financial covenant. Additionally, in connection with the Waivers, the parties have agreed to take commercially reasonable efforts to negotiate long-term modifications of the financing arrangements during the applicable Standstill Period.

The description of the Amendments and the Waivers contained in this Form 8-K is qualified in its entirety by reference to the complete text of the Amendments and the Waivers. Copies of English translations of the Amendments and the Waivers are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this report, respectively, and incorporated herein by reference.

Nextel Brazil’s credit agreements with Caixa Econômica Federal and Banco do Brasil, including amendments thereto, are attached as Exhibits 99.5 and 99.5 to the Annual Report on Form 10-K filed on February 28, 2014, and Exhibits 10.6, 10.7, 10.8 and 10.9 to the Current Report on Form 8-K filed June 30, 2015, and incorporated herein by reference.

Item 7.01.Regulation FD Disclosure.

On March 1, 2017, the Company issued a press release announcing the amendments and waivers to the credit agreements with Caixa Econômica Federal and Banco do Brasil. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.      

(d) Exhibits

Exhibit No.Description

10.1 Amendment No. 3 to the Bank Credit Certificate, dated February 24, 2017, between Nextel Telecomunicações Ltda. and Caixa Econômica Federal

10.2 Amendment No. 3 to the Bank Credit Certificate, dated February 24, 2017, between Nextel Telecomunicações Ltda. and Banco do Brasil, S.A.

10.3 Waiver Letter dated February 24, 2017, between Nextel Telecomunicações Ltda. and Caixa Econômica Federal

10.4 Waiver Letter dated February 24, 2017, between Nextel Telecomunicações Ltda. and Banco do Brasil, S.A.

99.1 Press Release issued by NII Holdings, Inc. dated March 1, 2017

.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NII HOLDINGS, INC.
Date: March 1, 2017	By: /s/ SHANA C. SMITH
	Shana C. Smith
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.Description

10.1 Amendment No. 3 to the Bank Credit Certificate, dated February 24, 2017, between Nextel Telecomunicações Ltda. and Caixa Econômica Federal

10.2 Amendment No. 3 to the Bank Credit Certificate, dated February 24, 2017, between Nextel Telecomunicações Ltda. and Banco do Brasil, S.A.

10.3 Waiver Letter dated February 24, 2017, between Nextel Telecomunicações Ltda. and Caixa Econômica Federal

10.4 Waiver Letter dated February 24, 2017, between Nextel Telecomunicações Ltda. and Banco do Brasil, S.A.

99.1 Press Release issued by NII Holdings, Inc. dated March 1, 2017

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO THE BANK CREDIT NOTE No. 21.3150.777.0000001-97, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA. ON 12/08/2011, IN FAVOR OF CAIXA ECONÔMICA FEDERAL, IN THE AMOUNT OF SIX HUNDRED AND FORTY MILLION REAIS (R$ 640,000,000.00).

INTRODUCTION:

CREDITOR:

CAIXA ECONÔMICA FEDERAL, a financial institution in the form of a public company, created under Decree-Law No. 759 of August 12, 1969, under the auspices of the Ministry of Finance, governed by the Bylaws in force on the date of this contract, hereinafter referred to as CAIXA or CREDITOR, with registered office at Setor Bancário Sul, Quadra 4, Lot 3/4, in Brasília, Federal District, Federal Taxpayer Registry (CNPJ/MF) No. 00.360.305/0001-04, hereby represented by Superintendência Grandes Empresas Infraestrutura de São Paulo, located at Avenida Paulista, No. 1,842 , Torre Sul, 2^nd floor, City of São Paulo, State of São Paulo, Federal Taxpayer Registry (CNPJ/MF) No.00.360.305/4954-0.

ISSUER: NEXTEL TELECOMUNICAÇÕES LTDA.

Address: Av. das Nações Unidas, 14171, 27th floor, Rochavera Crystal Tower São Paulo - SP

Federal Taxpayer Registry (CNPJ/MF) No.66.970.229/0001-67

GUARANTOR: NEXTEL TELECOMUNICAÇÕES S.A.

Address: Avenida das Nações Unidas, 14171, 26th floor, Suite A, Rochaverá Corporate Towers, Crystal Tower, Vila Gertrudes, CEP 04794-000, São Paulo - SP

Federal Taxpayer Registry (CNPJ/MF): 00.169.369/0001-22

WHEREAS, on December 8, 2011, the ISSUER issued in favor of CAIXA the Bank Credit Note No. 21.3150.777.0000001-97 in the principal amount of R$ 640,000,000.00 (six hundred and forty million Brazilian reais) (the “Note”);

WHEREAS, on February 13, 2015, the ISSUER and CAIXA executed the first amendment to the Bank Credit Note No.21.3150.777.0000001-97, amending, among other aspects, the interest rate applicable to the debit balances and including additional real guarantees for the fulfillment of the obligations therein (The “First Amendment”);

WHEREAS, on June 25, 2015, the ISSUER and CAIXA executed the second amendment to the Note, amending, among other conditions, the method of payment, and the interest rate on debit balances (the “Second Amendment” and, together with the First Amendment and the Note, the “CCB”); and

WHEREAS, the ISSUER and CAIXA intend to amend the CCB in order to change the terms of payment and certain conditions, among other provisions;

The parties hereto RESOLVE to amend the CCB through this Third Amendment to the Bank Credit Note No.21.3150.777.0000001-97 (“Third Amendment”), according to the following terms and conditions.

CLAUSE ONE - The Credit characteristics shall become effective with the following wording:

CREDIT CHARACTERISTICS:

1 - CCB Number: 21.3150.777.0000001-97 2 - Maturity date: 10/08/2019

3 - Total Amount of the Credit (“Principal”):

R$405,331,685.45 (four hundred and five million, three hundred and thirty-one thousand, six hundred and eighty-five Brazilian reais and forty-five cents)

4 - Operation Type

Investment - CDI- Pós

777 - Special Corporate Credit - Large Corporations - Investments

5 - Financial Charges:

139.54% of CDI CETIP a.a., calculated according to Clause Three

6 - Amortization and Payment Schedule:

Term: 32 months from the effective date of signing of this amendment to the Note, per the terms and conditions of Annex I, complying with the following:

Payment Dates of Financial Charges: (i) the financial charges will be due on 03/08/2017, 04/08/2017, 05/08/2017 and 06/08/2017; and (ii) the principal and finance charges will be due monthly starting on 07/08/2017 (“Charges Payment Dates”), according to the schedule indicated in the Annex I to this Note.

Constant Amortization System - SAC

7 - Limited operations

Branch 3150 Operation 003 Account 180 Check Digit 4

8 - Free operations account:

Branch 3150 Operation 003 Account 1859 Check Digit 6

9 - Place of Payment:

São Paulo, SP

10 - Guarantor:

Guarantor	CNPJ
Nextel Telecomunicações S.A.	00.169.369/0001-22

11 - Guarantees:

Guarantee	Minimum Amount
Guarantee from Nextel Telecomunicações S.A.	100% of the amount due to Caixa under the terms of this Note
Fiduciary Assignment of Credit Rights on the CAIXA Collection Agreement (SICAP)	Minimum average monthly flow in the amount of R$ 70,000,000.00

In the Payment Dates indicated in Clause Two below, until the maturity date provided in section 2 of this Note, in the national currency, in this city, I the undersigned, ISSUER, as the Issuer or GUARANTOR, shall pay to CAIXA or to its order, this Note which, together with the current account statements and/or spreadsheet, it is acknowledged as a security representing the irrefutable, net and payable debt arising from the use of resources made available to the ISSUER and additions of the Financial Charges agreed upon in this Note;

The debt represented by this Note includes the monthly amortization amounts, as indicated in section 6 of this Note, with the respective Financial Charges, calculated based on the effective monthly interest rate, on a quarterly basis or on each monthly installment, as indicated in section 6 of this Note and the transaction statement or spreadsheet, which complements this Note, and should specify the amounts and respective percentages of the Financial Charges, pursuant to Law No.10931 of August 2, 2004, and other legislation in force.

CLAUSE TWO - Clause Two of the CCB shall have the following wording:

“TERM

CLAUSE TWO - This Note is executed for a period of 32 (thirty-two) months counted from the effective date this amendment to the Note is executed, in accordance with the payments and amortizations schedule included as Annex I to this Note.”

CLAUSE THREE - The heading of Clause Eight of the CCB shall become effective with the following wording, keeping the original wording of its paragraphs:

“METHOD OF PAYMENT

CLAUSE EIGHT - Without prejudice to the maturity stipulated above and the requirements set forth in the other Clauses, we hereby pledge to pay CAIXA the amounts of this Note, as follows: a) the Principal shall be paid in installments, in accordance with the maturities and nominal amounts ​​described in the payment schedule in Annex I to this Note, with the first installment due on 07/08/2017

and the last installment due on 10/08/2019 (each of the dates indicated in Annex I, a “Principal Payment Date”); and (b) Financial Charges: (i) the financial charges shall be due on the Charges Payment Dates, in accordance with section 6 of the Introduction of this Note, binding ourselves to settle with the last installment of the Principal on 10/08/2019, all the financial obligations arising from this Note. The receipt of the installments after the agreed upon deadlines will be deemed as tolerance but shall not affect in any way the dates of their maturities or the other Clauses and conditions of this Note, nor will it imply novation or modification of the agreed terms, including payment of late payment fees. As a form and means of effective payment of the debt arising from this Note, which is comprised of the Principal duly increased by the Financial Charges, the ISSUER irrevocably and irrefutably authorizes CAIXA to debit from the Free Transaction Account mentioned in section 8, on each of the respective Payment Dates, sufficient amounts as required and as applicable.”

CLAUSE FOUR - The Parties decide to amend section XIII of Clause Twenty Two of the CCB, as well as include two new sections XXVIII and XIX and Paragraphs One, Two and Three, which shall become effective with the following wording:

“XIII) grant and/or establishment by the ISSUER or any Brazilian Affiliate, of any liens or encumbrances or other real or personal guarantees, in favor of a third party (including its Affiliates and direct or indirect parent-company), except for (i) those established pursuant to this Note or prior to the date of the First Amendment, or (ii) by (a) the granting of personal guarantees in favor of the ISSUER’s creditors, which are not financial institutions, in their ordinary course of business, limited to the overall, individual or aggregate amount of R$ 5,000,000.00 (five million Brazilian reais); (b) granting real guarantees as counter-guarantees in insurance policies and insurance agreements in general; (c) granting real guarantees as counter-guarantees in new bank guarantees for judicial guarantee or making new limited judicial deposits, in the case of guarantees granted under this item (c) to the total amount of R$ 310,000,000.00 (three hundred and ten million Brazilian reais), except for granting guarantees or making new judicial deposits that refer to administrative or judicial proceedings that (1) deal with taxes levied on amounts related to monthly subscriptions without deduction of minutes, in which case such guarantees or new deposits may be provided/made without an overall limit; or (2) the ISSUER acts as Plaintiff, and is questioning the validity of the collection of debits against the ISSUER, in which case the guarantees or new deposits may be provided/made until the aggregate amount of the guarantees made in connection with the debits in question reach a maximum amount of R$ 300,000,000.00 (three hundred million Brazilian reais), without prejudice to the use of the general limit described in this item (c) for any cases of guarantees and/or judicial deposits; (d) granting real or personal guarantees on lease agreements for sites or other real estate; (e) granting real or personal guarantees in collocation agreements (i.e. contracts with other operators

for the installation of tower equipment); (f) financing granted by the National Telecommunications Agency - ANATEL, including their renewals; (g) guarantees in favor of ANATEL; (h) granting real guarantees as counter-guarantees for the issuance of new performance bonds in favor of ANATEL, in this case, subject to the prior approval of the CREDITOR, which must be provided within forty-five (45) days from the date when such approval request is made in writing with proof of delivery to CREDITOR, provided, however, that a lack of response from the CREDITOR shall not imply tacit approval; and (i) renewals of transactions already held by the ISSUER or its Brazilian Affiliates identified in Annex 22(XIII) (1) of this Note, provided that the guarantees to be granted pursuant to this item (i) shall be limited to the amount guaranteed by the surety and/or performance bond, as indicated in said annex, complying with the same guarantees in effect on the date hereof, being that the tangible collaterals granted under items (b), (d) and (e) above are limited to the overall amount of R$ 50,000,000.00 (fifty million Brazilian reais). The ISSUER declares, for the purposes of this Note, that Annex 22(XIII) (2) contains all transactions that are under real guarantees;

XXVIII) In case the ISSUER, up until the occurrence of the event described in Paragraph Three of this Clause Twenty Two, (i) makes an early payment of any debt due to financial institutions other than CAIXA ("Other Financial Creditors"); (ii) reinforces or changes, in any way, real or personal guarantees currently existing in favor of Other Financial Creditors in any loan or credit agreement, or other bonds or securities executed or issued by ISSUER or its Affiliates; or (iii) executes contracts or agreements with Other Financial Creditors, without prior and express consent of the CREDITOR that include terms and conditions more favorable to the respective Other Financial Creditors in comparison with the covenants originally agreed upon with such Other Financial Creditors or with the obligations to the CREDITOR, including, without limitation, payment of any of its obligations towards Other Financial Creditors on a different schedule as originally agreed; except if, (1) the effectiveness of the transactions described in sub items (ii) and (iii) above is subject to the CREDITOR’s approval, or (2) in any event described in items (i), (ii) or (iii) above, if the ISSUER makes Mandatory Early Payments, according to Paragraph One below; and

XXIX) In case, up until the occurrence of the event described in the Third Paragraph of this Clause Twenty Two, (i) the ISSUER changes or modifies in any way the revenue cash flow presently directed to CAIXA, whether deposited in linked or not linked accounts, or (ii) the revenues currently directed to CAIXA are, for any reason, transferred by the competent collection agents, in a manner different from that provided for in the current contractual collection arrangements; except if, (1) the effectiveness of the transactions described in sub item (i) above is subject to CAIXA’s approval; (2) upon occurrence of any event described in items (i) or (ii) above, (A) the ISSUER cures the event within ten (10) days from the date of its occurrence; (B) if the ISSUER does not cure the relevant event within the period described in item (A) above, the ISSUER shall make the Mandatory Early Payments, according to Paragraph One below.

PARAGRAPH FIRST - Mandatory Early Payments. Upon the occurrence of any event described in items XXVIII or XXIX of Clause Twenty Two, if the ISSUER does not cure the relevant event within the period described in such items, the ISSUER shall make the following payments in the dates and periods determined below (“Mandatory Early Payments”), under penalty of accelerated maturity of this Note:

Date of Event Occurrence (complying with the cure period)	Payment Date	Amount of each Mandatory Early Payment  (BRL - R$)
Before April 30, 2017 (inclusive)	(i) within 10 (ten) days after the occurrence of the event, or at the end of the cure period of the respective event (if any); and on (ii) July 8, 2017	(i) 23,704,069.90 (ii) 23,704,069.90
After April 30, 2017 (exclusive)	(i) within ten (10) days after the occurrence of the event, or at the end of the cure period of the respective event (if any),but never after July 8, 2017	(i) 47,408,139.80

PARAGRAPH TWO - The amounts paid as Mandatory Early Payments, as described in the table of Paragraph One above shall be deducted from the next installment due on the Principal, pursuant to the terms of this CCB Note.

PARAGRAPH THREE - For clarification purposes, the events of early maturity addressed in paragraphs (XXVIII) and (XXIX) above, shall be effective until the full payment of the Principal installment due on July 8, 2017, as provided for in Annex I of this Note. For further clarification purposes, the expiration of the deadlines provided for in this clause shall not affect, in any way, the provisions regarding the collection of Assigned Rights, nor the obligations related to the deposit of the Minimum Average Amount in the Linked Account, in the terms set forth in Clause Ten of this CCB.”

SUBSTITUTION OF ANNEX

CLAUSE FIVE - The Parties agree to amend the amounts set forth in the payment schedule of the Principal and the Financial Charges, so that Annex I of the CCB will become effective under the terms of Annex A of this Third Amendment.

REGISTRY

CLAUSE SIX - The ISSUER shall register this Third Amendment at the Registry of Titles and Documents of the District of São Paulo, State Capital. The expenses related to this registration shall be paid by the ISSUER, who authorizes herein the debit of the respective amounts from its deposit account No.1859-6, maintained at CAIXA branch # 3150.

CAIXA, the ISSUER and the GUARANTOR, stating that there is no intention to novate, hereby ratify the Bank Credit Note as amended, in all of its terms, clauses and conditions not expressly amended in this document, including the real and personal guarantees established in the First Amendment executed by the Parties on February 13, 2015, which is hereby incorporated into a single and indivisible instrument for all legal purposes.

In witness whereof, the ISSUER issues this Bank Credit Note duly signed in four (4) counterparts of equal content, and only the first one (bank’s counterpart) is negotiable.

São Paulo (SP), February 24, 2017

ISSUER/ISSUER:

NEXTEL TELECOMUNICAÇÕES LTDA.

GUARANTOR:

NEXTEL TELECOMUNICAÇÕES S.A.

CREDITOR:

CAIXA ECONÔMICA FEDERAL

ANNEX A

NEW PAYMENT SCHEDULE

ANNEX I OF THE CCB

CAIXA
YEAR	MONTH	DAY	PAYMENT	PRINCIPAL BALANCE
2017	March	08		BRL 405,331,709.05
	April	08		BRL 405,331,709.05
	May	08		BRL 405,331,709.05
	June	08		BRL 405,331,709.05
	July	08	BRL 59,260,174.75	BRL 346,071,534.30
	August	08	BRL 11,852,034.95	BRL 334,219,499.35
	September	08	BRL 11,852,034.95	BRL 322,367,464.40
	October	08	BRL 11,852,034.95	BRL 310,515,429.45
	November	08	BRL 13,686,686.94	BRL 296,828,742.51
	December	08	BRL 13,686,686.94	BRL 283,142,055.57
2018	January	08	BRL 13,065,943.08	BRL 270,076,112.49
	February	08	BRL 13,065,943.08	BRL 257,010,169.41
	March	08	BRL 13,065,943.08	BRL 243,944,226.33
	April	08	BRL 13,065,943.08	BRL 230,878,283.25
	May	08	BRL 13,065,943.08	BRL 217,812,340.17
	June	08	BRL 13,065,943.08	BRL 204,746,397.09
	July	08	BRL 13,065,943.08	BRL 191,680,454.01
	August	08	BRL 13,065,943.08	BRL 178,614,510.93
	September	08	BRL 13,065,943.08	BRL 165,548,567.85
	October	08	BRL 13,065,943.08	BRL 152,482,624.77
	November	08	BRL 13,065,943.08	BRL 139,416,681.69
	December	08	BRL 13,065,943.08	BRL 126,350,738.61
2019	January	08	BRL 13,065,943.08	BRL 113,284,795.53
	February	08	BRL 13,065,943.08	BRL 100,218,852.45
	March	08	BRL 13,065,943.08	BRL 87,152,909.37
	April	08	BRL 13,065,943.08	BRL 74,086,966.29
	May	08	BRL 13,065,943.08	BRL 61,021,023.21
	June	08	BRL 13,065,943.08	BRL 47,955,080.13
	July	08	BRL 13,065,943.08	BRL 34,889,137.05
	August	08	BRL 13,065,943.08	BRL 21,823,193.97
	September	08	BRL 13,065,943.08	BRL 8,757,250.89
	October	08	BRL 8,757,250.89	BRL 0.00

EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO THE BANK CREDIT NOTE No. 307.001.181, ISSUED BY NEXTEL TELECOMUNICAÇÕES LTDA., ON 31/10/2012, IN FAVOR OF BANCO DO BRASIL S.A., IN THE AMOUNT OF FOUR HUNDRED MILLION REAIS (BRL 400,000,000.00).

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INTRODUCTION:

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ISSUER - NEXTEL TELECOMUNICAÇÕES LTDA., a limited liability company with registered office at Av. das Nações Unidas, 14.171, 27^th Floor, Rochavera Crystal Tower, São Paulo (SP), enrolled with the Federal Taxpayer Registry (CNPJ/MF) under No.66.970.229/0001-67 herein represented by the undersigned and duly identified members.

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CREDITOR - BANCO DO BRASIL S.A., a mixed economy company, with registered office in Brasilia, Federal Capital, SAUN Qd 5 lt B - Torre I - Ed.BB - 70.040-912, enrolled with the Federal Taxpayer Registry (CNPJ/MF) under No. 00.000.000/0001-91, represented by its Branch “Large Corporate” 3070 (SP), located in the city of São Paulo, State of São Paulo, Av. Paulista, 2,300, 2^nd Floor, Cerqueira César, enrolled with the Federal Taxpayer Registry (CNPJ/MF) under No. 00.000.000/1947-00, represented by its legal representatives, pursuant to its bylaws.

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GUARANTOR - NEXTEL TELECOMUNICAÇÕES S.A., with registered office at Av. das Nações Unidas, 14.171, 26^th Floor, Rochavera Crystal Tower, Suite A, Vila Gertrudes, CEP 04794-000, City of São Paulo, State of São Paulo, enrolled with the Federal Taxpayer Registry (CNPJ/MF) under No.00.169.369/0001-22,, herein represented by the undersigned and duly identified members.

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WHEREAS, on October 31, 2012, the ISSUER issued in favor of the CREDITOR the Bank Credit Note No.307.001.181 in the principal amount of R$ 400,000,000.00 (four hundred million Brazilian reais) (the “Note”);

WHEREAS, on February 13, 2015, the ISSUER and the CREDITOR executed the first amendment to the Note, amending, among other conditions, the interest rate applicable to the debit balances recorded in the Loan Account and including additional tangible collateral and personal guarantees for the fulfillment of the obligations therein (The “First Amendment”);

WHEREAS, on June 25, 2015, the ISSUER and the CREDITOR executed the second amendment to the Note, amending, among other conditions, the form of payment, and the interest rate on debit balances (the “Second Amendment” and, jointly with the First Amendment and the Note, “CCB”); and

WHEREAS, the ISSUER and the CREDITOR intend to amend the CCB in order to change the conditions of payment and certain terms, among other provisions;

The parties hereto RESOLVE to execute this Third Amendment to the Bank Credit Note No.307.001.181 (“Third Amendment”), under the following terms and conditions.

CLAUSE ONE - INTRODUCTION -The INTRODUCTION of the CCB shall be effective with the following wording:

“1. INTRODUCTION:

1.1. - ISSUER:

Corporate Name: NEXTEL TELECOMUNICAÇÕES LTDA. (“ISSUER”)

CNPJ: 66.970.229/0001-67

Address: Av. das Nações Unidas, 14.171, 27th Floor, Rochavera Crystal Tower

City: São Paulo State: SP

CEP: 04.794-000

Branch: Large Corporate SP 3070 (SP)

Checking Account: 5.567-0 (“Checking Account”)

1.2. - DETAILS OF THE CREDIT OPERATION:

Amount: R$ 400,000,000.00 (four hundred million Brazilian reais) (“Principal”)

Maturity date: 10/31/2019

Payment Dates of Financial Fees: monthly from 07/01/2016 (exclusive) (“Fee Payment Dates”).

Number of counterparts of this Bank Credit Note: one (1) negotiable and 2 (two) non-negotiable counterparts"

CLAUSE TWO - CREDIT -CLAUSE 1 of the CCB will be effective with the following wording:

“1. CREDIT - On the payment dates stated in Clause 9 below and until October 31, 2019, in accordance with the schedule included as Annex I hereto, we shall pay, in national currency, this Bank Credit Note (“Note”), whose characteristics are described in the introduction chart, to BANCO DO BRASIL S.A. (“CREDITOR”), a financial institution with registered office in the city of Brasília, Federal District, at SAUN Qd 5 lt B - Torre I - Ed.BB, - 70.040-912 - Brasília (DF), enrolled with the Federal Taxpayer Registry (CNPJ/MF) under No. 00.000.000/0001-91, represented by its Branch, Large Corporate / SP 3070 (SP), located in the city of São Paulo, State of São Paulo, Av. Paulista, 2300, 2^nd Floor, Cerqueira César, enrolled with the Federal Taxpayer Registry (CNPJ/MF) under No.00.000.000/1947-00, or to its order, in the place of payment indicated in the Payment Location

Clause, the net debt, certain and due, corresponding to the amount in item 1.2 of the introduction (“Principal”), plus Financial Charges, as provided for in this Note.”

CLAUSE THREE - METHOD OF PAYMENT AND REPLACEMENT OF THE PAYMENT SCHEDULE - The Parties agree to amend the amounts set forth in the payment schedule of the Principal and Financial Charges, so that Annex I of the CCB shall become effective as Annex A of this instrument and all references made to Annex I shall be deemed to refer to Annex A of this Third Amendment.

CLAUSE FOUR - EARLY MATURITY - The Parties agree to amend the CCB CLAUSE 10, item (m), as well as to include two new items (bb) and (cc) as well as sub-items 10.1.1, 10.1.1.1 and 10.1.2, which shall be effective with the following wording:

“(m) grant and/or establishment by the ISSUER or any Brazilian Affiliate, of any liens or encumbrances or other real or personal guarantees, in favor of a third party (including its Affiliates and direct or indirect parent-company), except for (i) those established pursuant to this Note or prior to the date of the First Amendment, or (ii) by (a) granting of personal guarantees in favor of the ISSUER’s creditors, which are non-financial institutions, in their ordinary course of business, limited to the overall, individual or aggregate amount of R$5,000,000.00 (five million Brazilian reais); (b) granting real guarantees as counter-guarantees in insurance policies and insurance agreements in general; (c) granting real guarantees as counter-guarantees in new bank guarantees for judicial guarantees or making new limited judicial deposits, in the case of guarantees granted under this item (c) to the total amount of R$310,000,000.00 (three hundred and ten million Brazilian reais), except for granting guarantees or making new judicial deposits that relate to administrative or judicial proceedings that (1) deal with taxes levied on amounts related to monthly subscriptions without deduction of minutes, in which case such guarantees or new deposits may be provided/made without an overall limit; or (2) the ISSUER acts as Plaintiff, and is questioning the validity of the collection of debits against the ISSUER, in which case the guarantees or new deposits may be provided/made until the aggregate amount of the guarantees made in connection with the debits in question reach a maximum amount of R$ 300,000,000.00 (three hundred million Brazilian reais),without prejudice to the use of the general limit described in this item (c) for any cases of guarantees and/or judicial deposits; (d) granting real or personal guarantees on lease agreements for sites or real estate; (e) granting real or personal guarantees in collocation agreements (i.e. contracts with other operators for the installation of tower equipment); (f) financing granted by the National Telecommunications Agency - ANATEL, including their renewals; (g) guarantees in favor of ANATEL; (h) granting real guarantees as counter-guarantees for the issuance of new performance bonds in favor of ANATEL, in this case, subject to the prior approval of the CREDITOR which must be provided within forty-five (45) days from the date when such approval request is made in writing with proof of delivery to CREDITOR, provided,

however, that a lack of response from the CREDITOR shall not imply tacit approval; and (i) renewals of transactions already held by the ISSUER or its Brazilian Affiliates identified in Annex 10.1(m)(1) of this Note, provided that the guarantees to be granted pursuant to this item (i) shall be limited to the amount guaranteed by the surety and/or performance bond, as indicated in said annex, complying with the same guarantees in effect on the date hereof, being that the real guarantees granted under items (b), (d) and (e) above are limited to the overall amount of R$50,000,000.00 (fifty million Brazilian reais). The ISSUER declares, for the purposes of this Note, that Annex 10.1(m) (2) contains all transactions that are under real guarantees;

(bb) in case the ISSUER, up until the event described in clause 10.2.1 below, (i) makes an early payment of any debt due to financial institutions other than the CREDITOR (“Other Financial Creditors”); (ii) reinforces or changes, in any way, real or personal guarantees currently existing in favor of Other Financial Creditors in any loan or credit agreement, or other bonds or securities executed or issued by the ISSUER or its Affiliates; or (iii) executes contracts or agreements with Other Financial Creditors, without prior and express consent of the CREDITOR, that include terms and conditions more favorable to the respective Other Financial Creditors in comparison with the covenants originally agreed upon with such Other Financial Creditors or with the obligations to the CREDITOR, including, without limitation, payment of any of its obligations towards Other Financial Creditors on a different schedule as originally agreed; except if, (1) the effectiveness of the transactions described in sub items (ii) and (iii) above is subject to the CREDITOR’s approval, or (2) in any event described in items (i), (ii) or (iii) above, if the ISSUER makes the Mandatory Early Payments, according to item 10.1.1 below; and

(cc) in case, up until the occurrence of the event described in clause 10.2.1 below, (i) the ISSUER changes or modifies in any way the revenue cash flow presently directed to the CREDITOR, whether deposited in linked or not linked accounts, or (ii) the revenues currently directed to the CREDITOR are, for any reason, transferred by the competent collection agents, in a manner different from that provided for in the current contractual collection arrangements; except if, (1) the effectiveness of the transactions described in sub item (i) above is subject to CREDITOR’s approval; (2) in any of the events described in items (i) or (ii) above, (A) the ISSUER cures the event within ten (10) days from the date of its occurrence; (B) if the ISSUER does not cure the relevant event within the period described in item (A) above, the ISSUER shall make the Mandatory Early Payments, according to item 10.1.1 below.

10.1.1 Mandatory Early Payments. Upon the occurrence of any event described in items (bb) or (cc) of item 10.1, if the ISSUER does not cure the relevant event within the period described in such items, the ISSUER shall make the following payments in the dates and periods determined below (“Mandatory Early Payments”), under penalty of accelerated maturity of this CCB:

Date of Event Occurrence (complying with the provided cure period)	Payment Date	Amount of each Mandatory Early Payment  (BRL - R$)
Before April 30, 2017 (inclusive)	(i) within 10 (ten) days after the occurrence of the event, or at the end of the cure period of the respective event (if any); and on	(i) 18,518,804.61
	(ii) July 31, 2017	(ii) 18,518,804.61
After April 30, 2017 (exclusive)	(i) within ten (10) days after the occurrence of the event, or at the end of the cure period of the respective event (if any), but never after July 31, 2017	(i) 37,037,609.22

10.1.1.1 The amounts paid as Mandatory Early Payment, as described in the table in item 10.1.1 above shall be deducted from the next Installment due on the Principal, pursuant to the terms of this Note.

10.2.1. For clarification purposes, the events of early maturity addressed in paragraphs (bb) and (cc) of item 10.1 above, shall be effective until the full payment of the Principal installment due on July 31, 2017. For further clarification purposes, the expiration of the deadlines provided for in this clause shall not affect, in any way, the provisions regarding the collection of Assigned Rights, nor the obligations related to the deposit of the Minimum Average Amount in the Linked Account, in the terms set forth in Clause Two of the First Amendment to the Note, executed by the Parties on February 13, 2015.”

CLAUSE FIVE - REGISTRY - The ISSUER shall register this Third Amendment at the Registry of Titles and Documents of the District of São Paulo, State Capital. The expenses related to this registration shall be paid by the ISSUER, who authorizes herein the debit of the respective amounts from its deposit account No. 5567-0, maintained at branch # 3070-8 of the CREDITOR.

The CREDITOR, the ISSUER and the GUARANTOR, stating that there is no intention to novate, hereby ratify the Bank Credit Note as amended, in all of its terms, clauses and conditions not expressly amended in this document, including the real and personal guarantees established in the First Amendment executed by the Parties on February 13, 2015, which is hereby incorporated into a single and indivisible instrument for all legal purposes.

This instrument is issued in four (4) counterparts of equal content and only the first one shall be negotiable. The other counterparts contain the expression “non-negotiable copies”.

São Paulo (SP), February 24, 2017

CREDITOR

BANCO DO BRASIL S.A.

Large Corporate Branch 3070 (SP)

ISSUER

NEXTEL TELECOMUNICAÇÕES LTDA.

CNPJ: 66.970.229/0001-67

GUARANTOR

NEXTEL TELECOMUNICAÇÕES S.A.

CNPJ: 00.169.369/0001-22

ANNEX A

ANNEX I OF THE CCB

NEW PAYMENT SCHEDULE

BANCO DO BRASIL
	MONTH	DAY	PAYMENT	PRINCIPAL BALANCE
2016
2017				BRL 325,924.781.56
	March	01	BRL 9,259,402.30	BRL 316,665,379.26
	March	31		BRL 316,665,379.26
	May	01		BRL 316,665,379.26
	May	31		BRL 316,665,379.26
	July	01		BRL 316,665,379.26
	July	31	BRL 46,297,011.52	BRL 270,368,367.73
	August	31	BRL 9,259,402.30	BRL 261,108,965.43
	October	01	BRL 9,259,402.30	BRL 251,849,563.12
	October	31	BRL 9,259,402.30	BRL 242,590,160.82
	December	01	BRL 10,692,724.17	BRL 231,897,436.65
	December	31	BRL 10,692,724.17	BRL 221,204,712.48
2018	January	31	BRL 10,207,768.03	BRL 210,996,944.45
	March	01	BRL 10,207,768.03	BRL 200,789,176.42
	March	31	BRL 10,207,768.03	BRL 190,581,408.38
	May	01	BRL 10,207,768.03	BRL 180,373,640.35
	May	31	BRL 10,207,768.03	BRL 170,165,872.32
	July	01	BRL 10,207,768.03	BRL 159,958,104.29
	July	31	BRL 10,207,768.03	BRL 149,750,336.26
	August	31	BRL 10,207,768.03	BRL 139,542,568.23
	October	01	BRL 10,207,768.03	BRL 129,334,800.20
	October	31	BRL 10,207,768.04	BRL 119,127,032.16
	December	01	BRL 10,207,768.03	BRL 108,919,264.13
	December	31	BRL 10,207,768.03	BRL 98,711,496.10
2019	January	31	BRL 10,207,768.03	BRL 88,503,728.07
	March	01	BRL 10,207,768.03	BRL 78,295,960.04
	March	31	BRL 10,207,768.03	BRL 68,088,192.01
	May	01	BRL 10,207,768.03	BRL 57,880,423.98
	May	31	BRL 10,207,768.03	BRL 47,672,655.95
	July	01	BRL 10,207,768.03	BRL 37,464,887.91
	July	31	BRL 10,207,768.03	BRL 27,257,119.88
	August	31	BRL 10,207,768.03	BRL 17,049,351.85
	October	01	BRL 10,207,768.03	BRL 6,841,583.82
	October	31	BRL 6,841,583.82	BRL -

EX-10.3

Exhibit 10.3

São Paulo, February 24, 2017

To

CAIXA ECONÔMICA FEDERAL

Avenida Paulista, 1842 - Torre Sul - 2^nd Floor, Bela Vista

CEP 01311-200, São Paulo, SP

Att.: Mr. Fernando Ciotti

Ref.:     Waiver and Suspension request regarding Bank Credit Note No. 21.3150.777.0000001-97

Dear Sirs,

According to recent agreements, we refer to the Bank Credit Note No. 21.3150.777.0000001-97 issued on December 8, 2011 by Nextel Telecomunicações Ltda. (“Issuer”), in favor of Caixa Econômica Federal, (“Creditor” and “CCB”, respectively), as amended from time to time. For the purposes of this instrument, the terms defined herein have the same meaning as those assigned to them in the CCB.

The purpose hereof is the request by the Issuer to the Creditor for (A) consent to the Issuer’s breach (“Waiver”) of the obligations addressed in: (1) Clause Twenty Two, item XIII, for guarantees granted in the ordinary course of business, in the amount of up to five million Brazilian reais (R$ 5,000,000.00), in individual or aggregate amounts, related to personal collateral obligations granted to suppliers (non-financial creditors); (2) Clause Twenty Two, item XIII, item (ii), paragraph (b), in an additional amount of one hundred sixty million Brazilian reais (R$ 160,000,000.00) to the amount expressed in the CCB (i.e., in addition to the originally estimated amount of one hundred and fifty million Brazilian reais (R$ 150,000,000.00)), totaling three hundred and ten million Brazilian reais (R$ 310,000,000.00) on an global manner; and (3) Clause Twenty Two, item XX, only in relation to the annual performance measure for the financial year ended December 31, 2016; and (B) temporary suspension ("Suspension") of any CCB collection and/or enforcement measure which may result from any eventual breach of Clause Twenty Two, item “XX” only with respect to the half-yearly performance measure for the six-month period ending on June 30, 2017, complying in all cases with the terms below.

1. Waiver related to the obligations addressed in Clause Twenty Two, item XIII of the CCB.

Pursuant to the terms of the legislation in force, the granting of a Waiver, on an exceptional basis, by the Creditor, without any penalty to the Issuer for the purposes of:

(a)    breach of the obligations addressed in Clause Twenty Two, item XIII, of the CCB, and the respective authorization to grant guarantees in the ordinary course of business, up to the limit, in individual or aggregate amounts, of five million Brazilian reais (R$ 5,000,000.00), considering such authorization as a new exception to be included within the scope of item (ii) of such clause; and

(b)     breach of the obligations addressed in Clause Twenty Two, item XIII, item (ii), letter (b), of the CCB up to the additional amount of one hundred and sixty million Brazilian reais (R$ 160,000,000.00) to the amount stipulated in the CCB (this is, in addition to the originally estimated amount of one hundred and fifty million Brazilian reais (R$ 150,000,000.00), totaling three hundred and ten million Brazilian reais (R$ 310,000,000.00), considering therefore (i) the amount originally given in guarantee, in a global manner, without any fee increases, as applicable and (ii) such waiver as an authorization to increase the amount that is addressed in paragraph (b) within the scope of said clause.

Furthermore, the limit indicated in item (b) above shall not apply to new judicial deposits and/or guarantees that refer to administrative or judicial procedures that deal with taxes levied on amounts related to monthly subscriptions without deduction of minutes, and such guarantees and/or deposits shall be considered in addition to the above,

according to the terms already authorized in the CCB.

2. Waiver related to the obligations addressed in Clause Twenty Two, item XX of the CCB.

Pursuant to the terms of the legislation in force, the granting of a Waiver, on an exceptional basis, by the Creditor, without any penalty to the Issuer, for the purpose of releasing the Issuer from compliance with the financial index referred to in Clause Twenty Two of the CCB, obtained by dividing the Net Debt by EBITDA, equal to or less than 3.5 (three point five) exclusively in relation to the annual measurement for the financial year ended on December 31, 2016, and equal to or less than 2.5 (two point five) exclusively in relation to the half-yearly measurement for the six-month period ending on June 30, 2017.

3. Suspension of the obligation addressed in Clause Twenty Two, item XX of the CCB.

Pursuant to the terms of the legislation in force, the granting of a Suspension on an exceptional basis, by the Creditor, without any penalty to the Issuer, in order to suspend any potential CCB collection and/or enforcement measure, in the event of a breach by the Issuer of the obligation to comply with the financial index referred to in Clause Twenty Two of the CCB, obtained by dividing the Net Debt by EBITDA, equal to or less than 2.5 (two point five) exclusively with respect to the half-yearly performance measure for the six-month period ending June 30, 2017.

The legal effects of this Waiver, with respect to the obligations described in item (1) and in item (2) above, referring to the annual performance measure for the financial year ended on December 31, 2016 shall be retroactive to the last quarter of 2016, including breaches occurred to this date.

Acceptance of this request shall not constitute novation of the CCB, or modification of the terms and conditions of the credit resulting therefrom.

The Creditor, upon agreeing to this, undertakes to not adopt any measure that seeks the acceleration of the consolidated debt in the CCB on the basis of breach of the aforementioned clauses, provided that the Issuer has not exceeded and/or comes to exceed the limits and amounts expressly authorized in this Waiver and Suspension request and is in full compliance with all the other terms and conditions of the CCB.

The Waivers and Suspension addressed above should be considered together with any waivers previously granted and still in force.

In view of the foregoing and subject to the above terms, if the Creditor agrees with the terms proposed herein, please return the second counterpart of this document executed by the Creditor’s legal representatives in sign of acceptance, which shall be considered irrevocable and irreversible for purposes of the Waiver, Suspension and authorizations hereby requested, pursuant to this instrument.

Additionally, considering that on the date hereof, the Creditor and the Issuer have executed a third amendment to the CCB (“Third Amendment”), the Creditor and the Issuer shall make commercially reasonable efforts to negotiate long term modifications to the debt provided for in the CCB, on terms and conditions to be established between them. Nextel undertakes to notify China Development Bank, which is also a financial creditor of Nextel, of the agreements and arrangements set forth in the Third Amendment to the CCB, and to submit to the Creditors, within thirty (30) days from this date, proof of compliance with this obligation.

Sincerely,

NEXTEL TELECOMUNICAÇÕES LTDA.            

Name / Title:

NEXTEL TELECOMUNICAÇÕES S.A.

Name / Title:                            

This page forms part of the Waiver request dated February 24, 2017 referring to Clause Twenty Two, items XIII and XX of Bank Credit Note No. 21.3150.777.0000001-97.

IN AGREEMENT:

CAIXA ECONÔMICA FEDERAL

Name / Title / Date

EX-10.4

Exhibit 10.4

São Paulo, February 24, 2017

To

BANCO DO BRASIL S.A.

Avenida Paulista, 2300, 2^nd FL, Cerqueira César

Large Corporate Branch SP 3070 (SP)

Att.: Mr. Felipe Ávila

Ref.: Waiver and Suspension request regarding Bank Credit Note No. 307.001.181

Dear Sirs,

According to recent agreements, we refer to the Bank Credit Note No. 307.001.181 issued on October 31, 2012 by Nextel Telecomunicações Ltda. (“Issuer”), in favor of Banco do Brasil S.A., (“Creditor” and “CCB”, respectively), as amended from time to time. For the purposes of this instrument, the terms defined herein have the same meaning as those assigned to them in the CCB.

The purpose hereof is the request by the Issuer to the Creditor for (A) consent to the Issuer’s breach (“Waiver”) of the obligations addressed in: (1) clause 10.1, paragraph ‘m’, item (i), for guarantees granted in the ordinary course of business, in the amount of up to five million Brazilian reais (R$ 5,000,000.00), in individual or aggregate amounts, related to personal collateral obligations granted to suppliers (non-financial creditors); (2) clause 10.1, paragraph ‘m’, item (ii), paragraph (b), in an additional amount of one hundred sixty million Brazilian reais (R$ 160,000,000.00) to the amount expressed in the CCB (this is, in addition to the originally estimated amount of one hundred and fifty million Brazilian reais (R$ 150,000,000.00)), totaling three hundred and ten million Brazilian reais (R$ 310,000,000.00) on an global manner; and (3) clause 10.1, paragraph ‘t’, only in relation to the annual performance measure for the financial year ended December 31, 2016; and (B) temporary suspension ("Suspension") of any CCB collection and/or enforcement measure which may result from any eventual breach of clause 10.1, paragraph “t”, only with respect to the half-yearly performance measure for the six-month period ending on June 30, 2017, complying in all cases with the terms below.

1. Waiver related to the obligations addressed in clause 10.1, paragraph “m”, of the CCB.

Pursuant to the terms of the legislation in force, the granting of a Waiver, on an exceptional basis, by the Creditor, without any penalty to the Issuer for the purposes of:

(a)breach of the obligations addressed in clause 10.1, paragraph “m”, of the CCB, and the respective authorization to grant guarantees in the ordinary course of business, up to the limit, in individual or aggregate amounts, of five million Brazilian reais (R$ 5,000,000.00), considering such authorization as a new exception to be included within the scope of item (ii) of such clause; and

(b) breach of the obligations addressed in clause 10.1, paragraph “m”, item (ii), paragraph (b), of the CCB up to the additional amount of one hundred and sixty million Brazilian reais (R$ 160,000,000.00) to the amount stipulated in the CCB (this is, in addition to the originally estimated amount of one hundred and fifty million Brazilian reais (R$ 150,000,000.00), totaling three hundred and ten million Brazilian reais (R$ 310,000,000.00), considering therefore (i) the amount originally given in guarantee, in a global manner, without any fee increases, as applicable and (ii) such waiver as an authorization to increase the amount that is addressed in paragraph (b) within the scope of said clause.

Furthermore, the limit indicated in item (b) above shall not apply to new judicial deposits and/or guarantees that refer to administrative or judicial procedures that deal with taxes levied on amounts related to monthly subscriptions without deduction of minutes, and such guarantees and/or judicial deposits shall be considered in addition to the above,

according to the terms already authorized in the CCB.

2. Waiver related to the obligations addressed in clause 10.1, paragraph “t” of the CCB.

Pursuant to the terms of the legislation in force, the granting of a Waiver, on an exceptional basis, by the Creditor, without any penalty to the Issuer, for the purpose of releasing the Issuer from compliance with the financial index referred to in clause 10.1, item "t" of the CCB, obtained by dividing the Net Debt by EBITDA, equal to or less than 3.5 (three point five) exclusively in relation to the annual measurement for the financial year ended on December 31, 2016, and equal to or less than 2.5 (two point five) exclusively in relation to the half-yearly measurement for the six-month period ending on June 30, 2017.

3. Suspension of the obligation addressed in clause 10.1, paragraph "t" of the CCB.

Pursuant to the terms of the legislation in force, the granting of a Suspension on an exceptional basis, by the Creditor, without any penalty to the Issuer, in order to suspend any potential CCB collection and/or enforcement measure, in the event of a breach by the Issuer of the obligation to comply with the financial index referred to in item 10.1, paragraph "t" of the CCB, obtained by dividing the Net Debt by EBITDA, equal to or less than 2.5 (two point five) exclusively with respect to the half-yearly performance measure for the six-month period ending June 30, 2017.

The legal effects of this Waiver with respect to the obligations described in item (1) and in item (2) above, referring to the annual performance measure for the financial year ended on December 31, 2016 shall be retroactive to the last quarter of 2016, including breaches occurred to this date.

Acceptance of this request shall not constitute novation of the CCB, or modification of the terms and conditions of the credit resulting therefrom.

The Creditor, upon agreeing to this, undertakes to not adopt any measure that seeks the acceleration of the consolidated debt in the CCB on the basis of breach of the aforementioned clauses, provided that the Issuer has not exceeded and/or comes to exceed the limits and amounts expressly authorized in this Waiver and Suspension request and is in full compliance with all the other terms and conditions of the CCB.

The Waivers and Suspension addressed above should be considered together with any waivers previously granted and still in force.

In view of the foregoing and subject to the above terms, if the Creditor agrees with the terms proposed herein, please return the second counterpart of this document executed by the Creditor’s legal representatives in sign of acceptance, which shall be considered irrevocable and irreversible for purposes of the Waiver, Suspension and authorizations hereby requested, pursuant to this instrument.

Additionally, considering that on the date hereof, the Creditor and the Issuer have executed a third amendment to the CCB (“Third Amendment”), the Creditor and the Issuer shall make commercially reasonable efforts to negotiate long term modifications to the debt provided for in the CCB, on terms and conditions to be established between them. Nextel undertakes to notify China Development Bank, which is also a financial creditor of Nextel, of the agreements and arrangements set forth in the Third Amendment to the CCB, and to submit to the Creditors, within thirty (30) days from this date, proof of compliance with this obligation.

Sincerely,

NEXTEL TELECOMUNICAÇÕES LTDA.            

Name / Title:

NEXTEL TELECOMUNICAÇÕES S.A.

Name / Title:    

This page forms part of the Waiver request dated February 24, 2017 referring to clause 10.1, paragraphs “m” and “t” of Bank Credit Note No. 307.001.181.

IN AGREEMENT:

BANCO DO BRASIL S.A.

Name / Title / Date

EX-99.1

Exhibit 99.1

NII HOLDINGS ANNOUNCES AMENDMENTS TO CREDIT AGREEMENTS AND RECEIPT OF BANK COVENANT WAIVERS IN BRAZIL

RESTON, Va., March 1, 2017 - NII Holdings, Inc. [NASDAQ: NIHD] today announced that Nextel Brazil, its wholly-owned operating subsidiary, entered into amendments to its credit agreements with Banco do Brazil and Caixa Econômica Federal. Additionally, Nextel Brazil has secured waivers from each of these lenders related to certain financial covenants in its local bank loans.

The amendments provide, among other things, a 120-day standstill period effective March 2, 2017, during which time no amortization payments will be required with respect to the related loans while Nextel Brazil seeks to negotiate long-term modifications of the financing arrangements, including potential further extensions of the existing amortization relief.

Separately, the lenders have agreed to waive Nextel Brazil’s obligation to comply with a net debt to earnings before interest, taxes, depreciation and amortization, or EBITDA, ratio test, as well as certain other covenants, as of December 31, 2016. The waivers also provide for a “covenant holiday” inclusive of the June 30, 2017 testing period, during which time no compliance will be required with respect to the net debt financial covenant. The next measurement date for the net debt to EBITDA ratio test will be December 31, 2017, at which point Nextel Brazil must maintain a net debt to EBITDA ratio of no greater than 2.5.

“We are pleased that our local lenders in Brazil recognize the significant progress we have made in improving our operations and are supporting us by granting covenant waivers and agreeing to a standstill arrangement,” said Dan Freiman, Chief Financial Officer. “We will now work to negotiate long-term modifications to the loan agreements to better align the terms with our business.”

About NII Holdings, Inc.

NII Holdings, Inc., a publicly held company based in Reston, Virginia, is a provider of differentiated mobile communication services for businesses and high value consumers in Brazil. NII Holdings, operating under the Nextel brand, offers fully integrated wireless communication tools with digital cellular voice services, data services and wireless Internet access. Visit the Company's website atwww.nii.com.

Nextel, the Nextel logo and Nextel Direct Connect are trademarks and/or service marks of Nextel Communications, Inc.

Visit NII Holdings' news room for news and to access our markets' news centers: nii.com/newsroom.

Safe Harbor Statement

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. This news release includes “forward-looking statements” within the meaning of the securities laws. The statements in this news release regarding possible future amendments to financing arrangements, the business and economic outlook, and future performance, as well as other statements that are not historical facts, are forward-looking statements. Forward-looking statements are estimates and projections reflecting management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, the Company’s ability to fund the business and meet its business plans, customer growth and retention, pricing, network usage, operating costs, the timing of various events, the economic and regulatory environment and the foreign currency exchange rates that will prevail during 2017. Future performance cannot be assured and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include the risks and uncertainties relating to: our ability to reach agreement with lenders on amendments to the terms of our financing arrangements, the impact of liquidity constraints, including the inability to access escrowed and pledged funds when expected, the impact of more intense competitive conditions and changes in economic conditions in Brazil, the performance of the Company’s networks, the Company’s ability to provide services that customers want or need, the ability of the Company to continue as a going concern, the Company’s ability to execute its business plan, and the additional risks and uncertainties that are described in NII Holdings' Annual Report on Form 10-K for the year ended December 31, 2015, as well as in other reports filed from time to time by NII Holdings with the Securities and Exchange Commission. This press release speaks only as of its date, and NII Holdings disclaims any duty to update the information herein.

Media Contacts:

NII Holdings, Inc.

1875 Explorer Street, Suite 800

Reston, Virginia 20190

(703) 390-5100

www.nii.com

Investor and Media Relations: Dan Freiman

(703) 547-5209

dan.freiman@nii.com