EXHIBIT 4.19
 CONFIDENTIAL TREATMENT:
GRUPO TELEVISA, S.A.B.
HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
 TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 INVESTMENT AND SECURITIES SUBSCRIPTION AGREEMENT
 by and among
 NII HOLDINGS, INC.,
 COMUNICACIONES NEXTEL DE MEXICO, S.A. DE C.V.,
 NEXTEL INTERNATIONAL (URUGUAY), LLC
 and
 GRUPO TELEVISA, S.A.B.
 Dated as of February 15, 2010




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT 
 TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 TABLE OF CONTENTS
 PageARTICLE 1: INVESTMENT
    
    
    21.1
    
    Capital Contribution and License
    
    
    21.2
    
    *** Commitments
    
    
    31.3
    
    Investor Installments
    
    
    31.4
    
    Investor Default
    
    
    31.5
    
    Distribution
    
    
    41.6
    
    Option to Acquire Additional Interest
    
    
    61.7
    
    Time and Place of Closing
    
    
    81.8
    
    Closing Deliveries
    
    
    81.9
    
    Legend
    
    
    101.10
    
    Withholding
    
    
    10ARTICLE 2: CONDITIONS TO CLOSING
    
    
    102.1
    
    Conditions to the Parties Obligations
    
    
    102.2
    
    Conditions to the Investor Parties Obligations
    
    
    112.3
    
    Conditions to the Company Parties Obligations
    
    
    122.4
    
    Frustration of Closing Conditions
    
    
    13ARTICLE 3: REPRESENTATIONS AND WARRANTIES REGARDING NII AND URUGUAY
    
    
    133.1
    
    Corporate Status
    
    
    133.2
    
    Power and Authority
    
    
    143.3
    
    No Conflict
    
    
    143.4
    
    Consents and Approvals
    
    
    143.5
    
    No Pending Proceedings
    
    
    153.6
    
    Compliance with Laws
    
    
    153.7
    
    Brokers and Finders
    
    
    153.8
    
    Capitalization of NII
    
    
    153.9
    
    Reports and Financial Statements; Internal Control
    
    
    163.10
    
    No Undisclosed Liabilities
    
    
    173.11
    
    Absence of Certain Changes or Events
    
    
    173.12
    
    Permits
    
    
    18
 i




---



##### 



TABLE OF CONTENTS
 Page3.13
    
    Intellectual Property
    
    
    18ARTICLE 4: REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
    
    
    184.1
    
    Corporate Status
    
    
    184.2
    
    Power and Authority
    
    
    194.3
    
    No Conflict
    
    
    194.4
    
    Consents and Approvals
    
    
    204.5
    
    Financial Statements
    
    
    204.6
    
    Capitalization of the Company
    
    
    204.7
    
    Capitalization of the Companys Subsidiaries
    
    
    214.8
    
    No Pending Proceedings
    
    
    214.9
    
    Compliance with Laws
    
    
    214.10
    
    Brokers and Finders
    
    
    214.11
    
    Voting and Shareholder Agreements
    
    
    224.12
    
    No Equity Investments
    
    
    224.13
    
    Permits
    
    
    224.14
    
    Environmental Matters
    
    
    234.15
    
    Tax Matters
    
    
    234.16
    
    Affiliate Transactions
    
    
    244.17
    
    No Undisclosed Liabilities
    
    
    244.18
    
    Absence of Certain Changes or Events
    
    
    244.19
    
    Intellectual Property
    
    
    254.20
    
    Property
    
    
    254.21
    
    Employee Benefit Plans
    
    
    264.22
    
    Labor Matters
    
    
    264.23
    
    Material Contracts
    
    
    27ARTICLE 5: REPRESENTATIONS AND WARRANTIES REGARDING THE INVESTOR
    
    
    285.1
    
    Corporate Status
    
    
    285.2
    
    Power and Authority
    
    
    285.3
    
    No Conflict
    
    
    28
 ii




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 TABLE OF CONTENTS
 Page5.4
    
    Consents and Approvals
    
    
    295.5
    
    No Pending Proceedings
    
    
    295.6
    
    Compliance with Laws
    
    
    295.7
    
    Available Funds
    
    
    295.8
    
    Brokers and Finders
    
    
    295.9
    
    No Other Representations; Non-Reliance
    
    
    30ARTICLE 6: COVENANTS
    
    
    306.1
    
    Auction Matters
    
    
    306.2
    
    Commercial Arrangements
    
    
    306.3
    
    Governmental Approvals
    
    
    306.4
    
    Notification of Certain Matters
    
    
    306.5
    
    Participation in Auction
    
    
    316.6
    
    Conduct of Business
    
    
    316.7
    
    ***
    
    
    316.8
    
    Public Announcements
    
    
    316.9
    
    Confidentiality
    
    
    326.10
    
    Further Assurances
    
    
    326.11
    
    Standstill
    
    
    326.12
    
    Anti-Dilutive Rights
    
    
    336.13
    
    Access
    
    
    346.14
    
    Financial Statements
    
    
    346.15
    
    Post-Closing Actions
    
    
    356.16
    
    Settlement of Equity Awards
    
    
    366.17
    
    Company and Subsidiary Resolutions
    
    
    36ARTICLE 7: MANAGEMENT RIGHTS
    
    
    367.1
    
    Board and Committees Matters; Statutory Auditors; Bylaws
    
    
    367.2
    
    General Voting Matters
    
    
    387.3
    
    Special Approval Rights
    
    
    387.4
    
    Deadlock
    
    
    38
 iii




---



##### 



TABLE OF CONTENTS
 Page7.5
    
    Termination of Management Rights
    
    
    407.6
    
    Personal to the Investor
    
    
    41ARTICLE 8: RESTRICTIONS ON TRANSFER
    
    
    418.1
    
    General
    
    
    418.2
    
    Permitted Transferees
    
    
    428.3
    
    Other Transfers
    
    
    428.4
    
    Rights of First Refusal
    
    
    438.5
    
    Special Call Rights
    
    
    44ARTICLE 9: DEADLOCK AND CHANGE-IN-CONTROL RIGHTS; TAG AND DRAG-ALONG RIGHTS
    
    
    459.1
    
    Investor Deadlock Rights
    
    
    459.2
    
    Investor Change-In-Control Rights
    
    
    469.3
    
    NII Deadlock Rights
    
    
    479.4
    
    NII Change-In-Control Rights
    
    
    489.5
    
    Investor Tag-Along Rights
    
    
    499.6
    
    NII Drag-Along Right
    
    
    519.7
    
    Investor Liquidity Rights
    
    
    529.8
    
    Delivery of NII Shares
    
    
    549.9
    
    Banker Approach
    
    
    559.10
    
    Closings under Article 9
    
    
    569.11
    
    Put/Call Payment Defaults
    
    
    57ARTICLE 10: REMEDIES
    
    
    5810.1
    
    General Indemnification Obligation
    
    
    5810.2
    
    Notice of Asserted Liability
    
    
    5810.3
    
    Survivability; Limitations
    
    
    5910.4
    
    Insurance
    
    
    5910.5
    
    No Consequential Damages
    
    
    5910.6
    
    Exclusive Remedy
    
    
    59ARTICLE 11: TERMINATION OF INVESTMENT OBLIGATIONS
    
    
    6011.1
    
    Termination of Certain Obligations
    
    
    60
 iv




---



##### 



TABLE OF CONTENTS
 PageARTICLE 12: DEFINITIONS
    
    
    6212.1
    
    Defined Terms
    
    
    6212.2
    
    Other Definitional Provisions
    
    
    77ARTICLE 13: MISCELLANEOUS
    
    
    7713.1
    
    Notices
    
    
    7713.2
    
    Expenses
    
    
    7813.3
    
    Benefits; Assignment
    
    
    7913.4
    
    Entire Agreement; Amendment and Waiver
    
    
    7913.5
    
    Headings
    
    
    7913.6
    
    Construction
    
    
    7913.7
    
    Severability
    
    
    7913.8
    
    Governing Law
    
    
    8013.9
    
    Consent to Jurisdiction and Service of Process
    
    
    8013.10
    
    Waiver of Jury Trial
    
    
    8013.11
    
    Specific Performance
    
    
    8013.12
    
    Counterparts
    
    
    8013.13
    
    No Set-Off
    
    
    8113.14
    
    Capital Matters
    
    
    8113.15
    
    Extension Periods
    
    
    81
 v




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 LIST OF EXHIBITS
 Exhibit A
    
    CalculationsExhibit B
    
    Closing Distribution AmountExhibit C-1
    
    Form of Company Restated BylawsExhibit C-2
    
    Matters to be Included in Subsidiary Restated BylawsExhibit D
    
    Form of Registration Rights AgreementExhibit E
    
    Matters to be Included in Inversiones Nextel Trust, in the
Inversiones Nextel de México, S.A. de C.V. bylaws and in the
Inversiones Nextel Shareholders AgreementExhibit F
    
    Investment RepresentationsExhibit G
    
    Auction MattersExhibit H
    
    Description of Commercial ArrangementsExhibit I
    
    ***Exhibit J
    
    Special Approval MattersExhibit K
    
    Restricted PersonsExhibit L
    
    Success at the AuctionExhibit M
    
    Dividend PolicyExhibit N
    
    Form of Company Stockholders Resolution
 DISCLOSURE STATEMENTS
 
 vi




---



##### 



INVESTMENT AND SECURITIES SUBSCRIPTION AGREEMENT
 Agreement Effective Date NII Uruguay Company Company Parties Investor Investor Parties Parties Party Article 12
 RECITALS
     sociedad anónima de capital variable sociedad de responsabilidad limitada sociedad anónima de capital variable Conversion




---



##### 



ARTICLE 1: INVESTMENT
 Capital Contribution and License Article 2
 Capital Contribution and Issuance of the Investor Quota Article 1 Contribution Investor Quota
 Payment of the License Payment and Granting of the Investor License
and the Investor Sublicense License Payment Investor License Investor Sublicense Investor License Share Section 9.10(c) Intercompany
License Agreement Amendment
 2




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT,
WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE OMITTED PORTIONS OF
THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 *** Commitments
   Investor Installments Installment
 CumulativePercentage Interestand InvestorDate
    
    Installment Amount
    
    License ShareClosing Date
    
    $
    1,140,000,000
    
    
    
    25.33
    %On or before the first
anniversary of the
Closing Date
    
    $
    100,000,000
    
    
    
    26.96
    %On or before the second
anniversary of the
Closing Date
    
    $
    100,000,000
    
    
    
    28.51
    %On or before the third
anniversary of the
Closing Date
    
    $
    100,000,000
    
    
    
    30.00
    %Total
    
    $
    1,440,000,000
    
    
    
    30.00
    %
 Investor Default Section 1.3 Default
 3




---



##### 



Section 1.6 Articles 7 8 9
 Distribution
 Distribution Closing Distribution
 Closing Distribution Calculation Estimated Closing
Distribution Statement Exhibit B Closing Distribution
Amount Exhibit B
 Audited Closing Distribution Statement Final Distribution Statement Final Distribution Amount Accounting Firm
 4




---



##### 



Accounting Firm Closing Distribution Statement Final Distribution Statement Final Distribution Amount Section 1.5
  Payments
 No Disproportionate Distributions
 No Effect on Percentage Interests Section 1.5 Section 1.2
 5




---



##### 



Option to Acquire Additional Interest
 Grant of Option Option Section 1.6 Option Percentage Interest Option License Share Articles 7 8 Section 8.2 8.3 Option Holder
 Exercise of Option Sections 1.4 6.15 Section 1.6(b) Section 1.6(b)
 Option Exercise Price Section 9.9 minus Option Contribution
 6




---



##### 



Option License
Payment Option Exercise Price
 Mechanics Section 6.15 Settlement
Date
 Capital Reduction Percentage Interest Capital Reduction Payable
    Section 1.6(d)
 No Rights of Option Holder
 7




---



##### 



Time and Place of Closing Article 1 Section 11.1 Closing Article 2 Closing Date
 Closing Deliveries
 Deliveries by the Company Parties
 Exhibit C-1 sociedad anónima de capital variable Exhibit C-2
 acta de asamblea de accionistas Article 1 Section 7.1(a) comisarios Section 7.1(b)
 acta
de asamblea de socios acta de asamblea de
accionistas comisarios Section 7.1(b)
  8




---



##### 



Section 1.3 Section 1.3 Section 1.3
   Section 2.2(c)
 Exhibit D Registration Rights Agreement
  Deliveries by the Investor Parties
 Section 1.3 Section 1.3
   Section 2.3(c)
  9




---



##### 



Legend
  Withholding Article 1 Withholding
Tax
 ARTICLE 2: CONDITIONS TO CLOSING
 Conditions to the Parties Obligations
 
 10




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT,
WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT
WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Success at the Auction
 No Violation of Law or Order
 Regulatory Approvals
 Conditions to the Investor Parties Obligations except that Section 1.2(a) Section 2.2(a) Sections 3.1 3.2 3.3 3.4 3.8 3.11(b) 4.1 4.2 4.3 4.4 4.6 4.7 4.11 4.18(b) Section 2.2(c) Section 2.2(a) Sections 3.1 3.2 3.3 3.4 3.8 3.11(b) 4.1 4.2 4.3 4.4 4.6 4.7 4.11 4.18(b)
 Representations and Warranties True Section 3.10 Section 4.17 Section 3.1 Section 3.2 Section 3.8 Section 3.11(b) Section 4.1 Section 4.2 Section 4.6 Section 4.7 Section 4.11 Section 4.18(b)
 11




---



##### 



Performance
 Compliance Certificate Sections 2.2(a) (b)
 No Material Adverse Change
 Company Parties Closing Deliveries Section 1.8(a)
 Company and Subsidiary Bylaws
 Inversiones Nextel Amendments Exhibit E
 Estimated Closing Distribution Statement Section 1.5
 Conditions to the Company Parties Obligations
 Representations and Warranties True Section 5.1 Section 5.2
 12




---



##### 



Performance
 Compliance Certificate Sections 2.3(a) (b)
 Investors Closing Deliveries Section 1.8(b)
 Frustration of Closing Conditions Article 2
 ARTICLE 3: REPRESENTATIONS AND WARRANTIES
REGARDING NII AND URUGUAY
  Corporate Status NII Subsidiary Party
 13




---



##### 



Power and Authority
 No Conflict Section 3.4
 Consents and Approvals
 14




---



##### 



No Pending Proceedings
 Compliance with Laws
 Brokers and Finders
 Capitalization of NII
 NII Shares NII Preferred Stock
 15




---



##### 



Section 3.8(a) Section 3.8(a)
 Reports and Financial Statements; Internal Control
 NII SEC Documents
 16




---



##### 



No Undisclosed Liabilities
 Absence of Certain Changes or Events
 17




---



##### 



Permits NII Permits
 Intellectual Property NII Intellectual
Property
 ARTICLE 4: REPRESENTATIONS AND WARRANTIES
REGARDING THE COMPANY
  Corporate Status
 sociedad de responsabilidad limitada de
capital variable
 18




---



##### 



Exhibit C-1 Ley General de Sociedades
Mercantiles
 Power and Authority
 No Conflict
 19




---



##### 



Section 4.4
 Consents and Approvals
 Financial Statements Audited Statements Unaudited
Statements Company Financial Statements
 Capitalization of the Company
 20




---



##### 



Capitalization of the Companys Subsidiaries
 No Pending Proceedings
 Compliance with Laws
 Brokers and Finders
 21




---



##### 



Voting and Shareholder Agreements Inversiones
Nextel Shareholders Agreement
 No Equity Investments
 Permits Company Permits
 22




---



##### 



Environmental Matters
 Tax Matters
 23




---



##### 



Affiliate Transactions
 No Undisclosed Liabilities
 Absence of Certain Changes or Events
 24




---



##### 



Section 6.6
 Intellectual Property Company
Intellectual Property
 Property
 25




---



##### 



Employee Benefit Plans
 Employee Plan
   Labor Matters
 26




---



##### 



Material Contracts
 Material Contract
   
 27




---



##### 



ARTICLE 5: REPRESENTATIONS AND WARRANTIES
REGARDING THE INVESTOR
 Exhibit F Investment Representations
 Corporate Status Investor Subsidiary Party
 Power and Authority
 No Conflict Section 5.4
 28




---



##### 



Consents and Approvals
 No Pending Proceedings
 Compliance with Laws .
 Available Funds
 Brokers and Finders
 29




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
  No Other Representations; Non-Reliance Articles
3 4 Articles 3 4
 ARTICLE 6: COVENANTS
 Auction Matters Exhibit G
 Commercial Arrangements Exhibit H Exhibit H Commercial Arrangements
 Governmental Approvals Section 6.5
 Notification of Certain Matters Section
6.5 Article 2
 30




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Participation in Auction
  Confidentiality
 Obligations Continue
 Investor Limited Liability
 Effect on Consortium
 Conduct of Business Section 6.6
  Public Announcements
 31




---



##### 



except that
 Confidentiality Section 6.5 Section 6.9
 Further Assurances
 Standstill NII Securities Section 6.11 Section 6.11
 32




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Section 6.11 Section 6.11 Article 7
 Anti-Dilutive Rights
 Article 7 , Article 7 sociedad anónima Proposed Issuance
 Section 6.12(b) Section 6.12
 33




---



##### 



Section 6.15 Section 6.12
 Access
 Financial Statements
  except that Section 6.14(b)
 34




---



##### 



Post-Closing Actions
 Section 6.15 provided however
 Article 9
 35




---



##### 



Article 9
 Article 9
 Settlement of Equity Awards
 Company and Subsidiary Resolutions th Section 1.8(a)(i) (ii) (iii) (vi) provided that
 ARTICLE 7: MANAGEMENT RIGHTS
 Board and Committees Matters; Statutory Auditors; Bylaws
 Board Matters Section 7.5
 36




---



##### 



Statutory Auditors comisarios, comisarios comisarios comisario Section 7.5 comisarios comisarios comisario comisarios
 Committees
 Bylaws th Exhibit C-1 Exhibit C-2
 Investor Designees
 37




---



##### 



General Voting Matters
 Quotaholder Section 7.3
 Board Section 7.3
 Special Approval Rights Section 7.2 Exhibit J Special Approval Matters Section 7.1 Special Approval Rights Section 7.3 Section 7.3 Section 7.3 Section
7.3
 Deadlock
 Occurrence of a Deadlock or Impasse Deadlock Event Section 7.3
 38




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
  th
 - Major Alliance
 Major Acquisition
  Major Disposition
 Deadlock Notice Deadlock Notice
 Negotiation Following a Deadlock Event Sections 7.4(a)(i) (ii) Sections 7.4(a)(iii) (iv) (v) (vi) Negotiation
Period
 39




---



##### 



Operation of the Company During a Deadlock Event except, that
     Information Regarding a Deadlock Event
 Termination of Management Rights Article 7
 40




---



##### 



sociedad anónima Exhibit J)
 Personal to the Investor Articles 7, 8 9 except that Article 8 Articles 7, 8 9 Section 7.6 Article 7
 ARTICLE 8: RESTRICTIONS ON TRANSFER
 General
 Transfer
  41




---



##### 



Permitted Transferees Sections 8.3 8.4
 Other Transfers
 Section 8.2 Section 8.4
 except that NII Major Transfer Sections 8.4 9.5 Section 9.6 Section 8.3(b) Section 8.4
 42




---



##### 



Section 6.12 Article 8
 Rights of First Refusal
 Selling Party Third Party Purchaser ROFR
Sale ROFR Notice Offered Quotaholder Transferred Quota ROFR Price
 ROFR Offer Initial Offer Period
  43




---



##### 



Section 8.4
 Section 8.4
 Special Call Rights
 Section 8.4 Third Party Sale Special Call
Right Called Interest
 Special Call Notice Section 8.5
 44




---



##### 



Section 8.5 Section 6.15 Section
8.3(a) (b) Section 8.5 except that Section 8.5
 ARTICLE 9: DEADLOCK AND CHANGE-IN-CONTROL RIGHTS;
TAG AND DRAG-ALONG RIGHTS
 Investor Deadlock Rights .
 Section 7.4 Sections 7.4(a)(iii) (iv) (v) (vi) Section 9.10 Investor Deadlock Right Section 9.8 Section 9.8 Article 9
Quotaholder Article 9 Percentage Interest
 45




---



##### 



Section 9.8
 Investor Deadlock Right Notice Sections 7.4(a)(iii) (iv), (v) (vi) except that Sections 7.4(a) (iii) (iv), (v) (vi) provided that Section 9.1(a) Article 9 Article 7
 Investor Deadlock Price multiplied by Sections
7.4(a)(iii) (iv) (v) (vi) Section 9.9
 Section 9.1
 Investor Change-In-Control Rights .
 Section 9.10 Investor Change-in-Control Right Section 9.8
 46




---



##### 



Section 9.8 Section 9.8
 Investor Change-in-Control Notice Section 9.2(a) Article
9 Article 7
 Investor Change-in-Control Price multiplied by Section 9.9
 NII Deadlock Rights
 Section 7.4 Sections 7.4(a)(iii), (iv) (v) (vi) Section
9.10 NII Deadlock Right Section 9.8
 47




---



##### 



Section 9.8 Section 9.8
 NII Deadlock Right Notice except that Sections 7.4(a)(iii) (iv) (v) (vi) Section 9.3(a) Article 9 Article 7
 NII Deadlock Price multiplied by Sections 7.4(a)(iii) (iv) (v) (vi) Section 9.9
 Section
9.3
 NII Change-In-Control Rights .
 Section 9.10 NII Change-in-Control Right Section 9.8 Section 9.8
 48




---



##### 



Section 9.8
 NII Change-in-Control Notice Section
9.4(a) Article 9 Article
7
 NII Change-in-Control Price multiplied by Section 9.9
 Investor Tag-Along Rights .
 Significant Sale Section 8.4 Section 9.6 Participation Offer
  49




---



##### 



Section 9.5
 Section 9.5 Section 9.5(c) Section 9.5 Section 9.5 Section 9.5
  Section
9.5
 50




---



##### 



except that
  Section 9.5 Section 9.6 NII Sale Price
 NII Drag-Along Right
 Entire Interest Sale Section 9.6 Section 8.4 9.7(d) Section 9.6(b) Section 9.6
 51




---



##### 



Section
9.6(a)
 Section 9.6
  Investor Liquidity Rights .
 Section 9.10 Liquidity Right Liquidity Cap Liquidity
Percentage Interest Section 9.8
 52




---



##### 



Article 9 Section 9.8 Section 9.7 Aggregate Percentage Interest Section 1.3 Section 1.6
 Liquidity Notice Section 9.7(a) Section 9.7(a) Article 9
 Liquidity Price multiplied by Section 9.9
 Section 9.6(b) Section 9.6
 Sections 6.15 9.10 13.15 Section 9.7 Section 9.6 Section 9.7(d) Section 9.7 except that Section 9.7 Section 9.8
 53




---



##### 



Section 9.8
 Section 9.7 Section 9.7(a)(i) Section 9.7(a)(ii)
 Delivery of NII Shares
 Section 9.1 9.2 9.3 9.4 Section 9.10 except that Section 9.1 9.3 Section 7.4(a)(iii) (iv) (v) (vi) Sections 9.1 9.2 9.3 9.4 Section 9.7 Section 9.10 Section 9.8
 Section 9.10 Article 9
 Article 9 Sections 6.15 9.10 13.15 Article
9
 54




---



##### 



Banker Approach
 First Appraiser Second Appraiser Start Date Section 9.9 Section 9.9(c) th
 Section 9.9(a) High Value Section 9.9(a) Low Value Third Appraiser Section
9.9(a) Third Value Mid-Range provided that
 55




---



##### 



Section 9.9(b)
 Section 9.9 Section 9.9(c)
  Closings under Article 9 .
 Structure Sections
9.1 9.2 9.3 9.4 9.7 Article
9 Article 9 Section 9.10(a) Sections 9.1 9.2 9.3 9.4 9.7 provided Section
10.3(b)
 Certain Closings Sections 6.15 13.15 Sections 9.1 9.2 9.3 9.4
 56




---



##### 



Section 9.10 except that Section 9.10(b) Section 9.8 Section 9.8
 Investor License Share Transfers Section 9.1 9.2 9.3 9.4 9.7 Article
9 Article 9 Section 8.4 9.5 9.6
 Put/Call Payment Defaults Article 9 Section 1.4 Article
7
 57




---



##### 



Section 6.15 13.15
 ARTICLE 10: REMEDIES
 General Indemnification Obligation .
 NII Article 10 Loss Losses Section 4.3 Stand By Letter
 Investor Article 10
 Notice of Asserted Liability Section 10.1 Claim Beneficiary Claims Notice Indemnifying Party Section 10.2
 58




---



##### 



Survivability; Limitations .
 Survivability Sections 3.1 3.2 3.3 3.4 3.8 4.1 4.2 4.3 4.4 4.6 4.7 4.11 5.1 5.2 5.3 5.4 Sections 4.15 4.21 4.22 Expiration Date except that Section 10.2
 Limitations Compensable Loss Article 10 Threshold Article
10 Section
10.3(b) Section
10.1(a)(ii) Section
10.1(a) Sections 3.1 , 3.2 , 3.8 , 4.1 , 4.2 , 4.6 , 4.7 4.11 5.1 5.2
 Insurance
 No Consequential Damages
 Exclusive Remedy Article 10 except that
 59




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
  ARTICLE 11: TERMINATION OF INVESTMENT OBLIGATIONS
 Termination of Certain Obligations .
 Section 11.1(b)
    except that
 Section 2.2(a) (b) (c)
 Section 2.3(a) (b) (c)
  60




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
     Effect of Termination Section 11.1(a) Section 11.1(a)(ii) (iv) Sections 6.5 6.9 Article 11 Article 13 Section 13.15 Section 6.5 Section 6.5 (b Section 11.1(a)(v) (vi) Sections 6.5 6.9 Article 11 Article 13 Section 13.15 Section 6.5 Section 6.5(b Sections
6.5(b) 6.9 Article 11 Article 13 Section 13.15 Section 11.1
 61




---



##### 



ARTICLE 12: DEFINITIONS.
 Defined Terms
 Accounting Firm Section 1.5(c)
 Accounting Firm Closing Distribution Statement Section
1.5(c)
 Adverse Condition
 Affiliate control ontrolling controlled
 Aggregate Percentage Interest Section 9.7(a)
 Agreement
 Annual Budget
 Appraiser
 Article 9 Percentage Interest Section 9.1(a)
 Article 9 Quotaholder Section 9.1(a)
 Auction
 62




---



##### 



Auction Guidelines Exhibit G
 Auction Rules Bases de Licitación
 Audited Closing Distribution Statement Section 1.5(c)
 Audited Statements Section 4.5
 Authorization
 Award Fallo
 Banker Approach Section 9.9
 Beneficiary Section 10.2
 Board
 Business Condition
 Business Day
 Business Plan
 Call Agreement
 Called Interest Section 8.5(a)
 Capital Reduction Payable Section 1.6(d)(i)
 Capital Reduction Percentage Interest Section 1.6(d)(i)
 63




---



##### 



Cash cash equivalents
 Change-in-Control
   Azcárraga Group
   Claim Section 10.2
 64




---



##### 



Claims Notice Section 10.2
 Closing Section 1.7
 Closing Date Section 1.7
 Closing Distribution Section 1.5(a)
 Closing Distribution Amount Section 1.5(b)
 Closing Price
 COFECO
 COFETEL
 Commercial Arrangements Section 6.2
 Company
 Company Benefit Plans
 Company Common Stock
 65




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Company Disclosure Statement
 Company Financial Statements Section 4.5
 Company Intellectual Property Section 4.19
 Company Parties
 Company Permits Section 4.13
 Company Restated Bylaws
 Compensable Loss Section 10.3(b)
 Competition/Investment Law
 Confidentiality Agreement
 Consortium Grupo de Inversionistas Exhibit G
 Continuation Consent Section 6.5(a)
 Contribution Section 1.1(a)
 Conversion
 Deadlock Event Section 7.4(a)
 Deadlock Notice Section 7.4(b)
 Debt
 Default Section 1.4
 Designated Spectrum Exhibit I
  66




---



##### 



EBITDA
 Effective Date
 Employee Plan Section 4.21(a)
 Encumbrance
 Entire Interest Sale Section 9.6(a)
 Environmental Laws Ley General
del Equilibrio Ecológico y la Protección al Ambiente Ley de Aguas Nacionales, Mexicos
Ley General para la Prevención y Gestión Integral de los Residuos Ley General de
Salud, Mexicos Reglamento Federal de Seguridad, Higiene y Medio Ambiente en el Trabajo
 Estimated Closing Distribution Statement Section
1.5(a)
 Exchange Act
 Expiration Date Section 10.3(a)
 Fair Market Value
 Final Distribution Statement Section 1.5(b)
 67




---



##### 



First Appraiser Section 9.9(a)
 Fully Diluted Ownership Percentage
 Fully Distributed Public Market Value
 General Law of Mercantile Companies Ley
General Sociedades Mercantiles
 Governmental Authority
 Group of Interest agente economico Ley Federal de Competencia Economica
 Hazardous Substance Ley General para la Prevención
y Gestión Integral de los Residuos
 High Value Section 9.9(b)
 Holding Subsidiary Exhibit G
 68




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Indemnifying Party Section 10.2
 Initial Offer Period Section 8.4(b)
 Installment Section 1.3
 Intercompany License Agreement
 Intercompany License Agreement Amendment Section 1.1(b)
 Inversiones Nextel Trust
 Investment Representations Article 5
 Investor
  Investor Change-in-Control Notice Section 9.2(b)
 Investor Change-in-Control Price Section 9.2(c)
 Investor Change-in-Control Right Section 9.2(a)
 Investor Deadlock Right Section 9.1(a)
 Investor Deadlock Right Notice Section 9.1(b)
 Investor Deadlock Price Section 9.1(c)
 Investor Disclosure Statement
 Investor License Section 1.1(b)
 Investor License Share Section 1.1(b)
 69




---



##### 



Investor Parties
 Investor Quota Section 1.1(a)
 Investor Sublicense Section 1.1(b)
 Investor Subsidiary Party Section 5.1
 IPO
 Law
 License Payment Section 1.1(b)
 Liquidity Cap Section 9.7(a)
 Liquidity Notice Section 9.7(b)
 Liquidity Percentage Interest Section 9.7(a)
 Liquidity Price Section 9.7(c)
 Liquidity Right Section 9.7(a)
 Loss Losses Section 10.1(a)
 Low Value Section 9.9(b)
 Major Acquisition Section 7.4(a)(iv)
 Major Alliance Section 7.4(a)(iii)
 Major Disposition Section 7.4(a)(vi)
 Material Adverse Change except that
 70




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
  Material Contract Section 4.23(a)
 Mexican GAAP Normas de Información Financiera
 Mid-Range Section 9.9(b)
 NASDAQ
 Negotiation Period Section 7.4(c)
 Net Present Value plus
 NII
  71




---



##### 



NII Change-in-Control Notice Section 9.4(b)
 NII Change-in-Control Price Section 9.4(c)
 NII Change-in-Control Right Section 9.4(a)
 NII Deadlock Right Section 9.3(a)
 NII Deadlock Right Notice Section 9.3(b)
 NII Deadlock Price Section 9.3(c)
 NII Intellectual Property Section 3.13
 NII Major Transfer Section 8.3(b)
 NII Permits Section 3.12
 NII Preferred Stock Section 3.8(a)
 NII Sale Price Section 9.5(g)
 NII SEC Documents Section 3.9(a)
 NII Securities Section 6.11
 NII Shares Section 3.8(a)
 NII Subsidiary Party Section 3.1
 NYSE
 Offered Quotaholder Section 8.4(a)
 Option Section 1.6(a)
 Option Contribution Section 1.6(c)
 Option Exercise Price Section 1.6(c)
 Option Holder Section 1.6(a)
 Option License Payment Section 1.6(c)
 Option License Share Section 1.6(a)
 Option Percentage Interest Section 1.6(a)
 72




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Order
 Ordinary Course of Business
 Participation Offer Section 9.5(a)
 Participation Portion
 Party Parties
 Percentage Interest capital social divided by capital social
 Permitted Business Exhibit I
 Permitted Transferee
 Person
 Proceeding
 Proposed Issuance Section 6.12(a)
 Quotaholder Sections 8.2 8.3 8.4 8.5
 73




---



##### 



Quotas
 Reasonable Best Efforts
 Registration Rights Agreement Section 1.8(a)(ix)
 Restricted Person Exhibit K
 ROFR Notice Section 8.4(a)
 ROFR Offer Section 8.4(b)
 ROFR Price Section 8.4(a)
 ROFR Sale Section 8.4(a)
 SCT
 SEC
 Second Appraiser Section 9.9(a)
 Section 16(b) Period Section 13.15
 Securities Act
 Selling Party Section 8.4(a)
 Settlement Date Section 1.6(d)
 Short Term Debt
 Significant Sale Section 9.5(a)
 Special Approval Matters Section 7.3
 Special Approval Rights Section 7.3
 Special Call Notice Section 8.5(b)
 Special Call Right Section 8.5(a)
 74




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Stand By Letter Section 10.1(a)
 Start Date Section 9.9(a)
  Subsidiary provided Articles 8 9
 Subsidiary Bylaws
 Substitute Annual Budget
 Success at the Auction Exhibit L
 Tax Taxes
 Tax Return
 Telecommunications Company
 75




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED
THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Temporary Subsidiary Exhibit G
 Termination Trigger Section 1.3
 Third Appraiser Section 9.9(b)
 Third Party Purchaser Section 8.4(a)
 Third Party Sale Section 8.5(a)
 Third Value Section 9.9(b)
 Threshold Section 10.3(b)
 Trading Day
 Transaction Documents
 Transfer Section 8.1(a)
 Transferred Quota Section 8.4(a)
 Unaudited Statements Section 4.5
 Uruguay
 U.S. GAAP
 Voting Stock
 Wholly Owned Subsidiary Wholly Owned Subsidiary
 76




---



##### 



Articles 8 and 9 Wholly Owned Subsidiary
 Withholding Tax Section 1.10.
 Other Definitional Provisions.
      ARTICLE 13: MISCELLANEOUS
 Notices
  
 77




---



##### 



Section 13.1
 Expenses Section 6.5
 78




---



##### 



Benefits; Assignment
 Entire Agreement; Amendment and Waiver
 Headings
 Construction
 Severability
 79




---



##### 



Governing Law
 Consent to Jurisdiction and Service of Process except that Section 13.1
 Waiver of Jury Trial
 Specific Performance
 Counterparts
 80




---



##### 



No Set-Off
 Capital Matters
 Extension Periods Section 16(b) Period
  81




---



##### 



NII HOLDINGS, INC.By:
    /s/ Gary D. BegemanName:
    Gary D. BegemanTitle:
    Vice President and General CounselCOMUNICACIONES NEXTEL DE MEXICO, S.A. DE C.V.By:
    /s/ Carlos Gustavo Cantú DuránName:
    Carlos Gustavo Cantú DuránTitle:
    Attorney-in-factNEXTEL INTERNATIONAL (URUGUAY), LLC.By:
    NIHD Telecom Holdings, B.V.Its:
    Sole MemberBy:
    /s/ Gary D. BegemanName:
    Gary D. BegemanTitle:
    Vice President and Secretary




---



##### 



GRUPO TELEVISA, S.A.B.By:
    /s/ Salvi Folch ViaderoName:
    Salvi Folch ViaderoTitle:
    Attorney-in-factBy:
    /s/ Jorge Lutteroth EchegoyenName:
    Jorge Lutteroth EchegoyenTitle:
    Attorney-in-fact




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE
DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT A
 Calculations




---



##### 



EXHIBIT D
 Form of Registration Rights Agreement
 [·] Agreement Company Investor Investment Agreement
  Definitions Act
 Affiliate
 Broker-Dealer
 Business Day
 Commission
 Effectiveness Period
 Exchange Act
 Filing Deadline Date




---



##### 



provided
 FINRA Rules
 Freely Tradable
 Investment Agreement
 Losses
 Managing Underwriters 
 Payment Date
 Prospectus
 Registrable Securities
 Securities
 Shelf Registration
 Shelf Registration Statement
 Underwriter




---



##### 



Well-Known Seasoned Issuer
 WKSI Shelf Registration Statement
 Shelf Registrations Initial Shelf Registration Statement provided however , Effectiveness Deadline Date




---



##### 



Subsequent Shelf Registration Statement
 provided however
 provided however mutatis mutandis
 Blackout Period provided however




---



##### 



Piggyback Registrations
 Right to Piggyback Piggyback Registration Section 3(b)
 Priority Section 3
   Withdrawal of Registrations




---



##### 



Additional Registration Procedures




---



##### 



provided that




---



##### 








---



##### 



provided however
 provided however




---



##### 



Investors Obligations




---



##### 



Registration Expenses provided however
 Indemnification by the Company . Indemnified Person provided however




---



##### 



Indemnification by Investor and any Agents and Underwriters .
 Notices of Claims, Etc




---



##### 



Contribution .
  Underwritten Registrations




---



##### 



Rule 144; Rule 144A
 No Inconsistent Agreements
 Amendments and Waivers
 Notices
 (i)
    
    if to the Company, to:NII Holdings, Inc.
1875 Explorer Street, Suite 1000
Reston, Virginia 20190
Attention: General Counsel
Fax: (703) 390-5191with a copy to (which shall not constitute notice):Jones Day
901 Lakeside Avenue
Cleveland, OH 44114
Attention: Jeanne M. Rickert
Fax: (216) 579-0212(ii)
    
    If to the Investor:Grupo Televisa, S.A.B.
Avenida Vasco De Quiroga
No 2000 Colonia Santa Fe
Mexico, DF / 01210 / Mexico
Attention: General Counsel
Facsimile No.: +52 55 5261 2494




---



##### 



with a copy to (which shall not constitute notice):Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Joshua R. Cammaker
Fax: (212) 403-2331
  Successors
 Counterparts
 Headings
 Applicable Law; Consent to Jurisdiction and Service of Process




---



##### 



Severability
 Entire Agreement
 Termination




---



##### 



NII HOLDINGS, INC.By:Name:Title:GRUPO TELEVISA, S.A.B.By:Name:Title:




---



##### 



EXHIBIT A
 SELLING STOCKHOLDER QUESTIONNAIRE
 To:
    
    NII Holdings, Inc.Attention: General Counsel
 Agreement
  (1) Name and Contact Information:
 
 (2) Beneficial Ownership of Registrable Securities:
  
  
 (3) Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder:
   
 (4) Relationships with the Company:
   
 (5) Selling Stockholder Affiliations:




---



##### 



Note: If the Selling Stockholder is an affiliate of a broker-dealer and did not purchase its
Registrable Securities in the ordinary course of business or at the time of the purchase had any
agreements, plans or understandings, directly or indirectly, with any person to distribute the
Registrable Securities, the Company may be required to identify the Selling Stockholder as an
underwriter in the Registration Statement, any amendments thereto and the related prospectus.
 (6) Voting or Investment Control over the Registrable Securities:
  
     Dated:_________________ ____,________Name:Title:




---



##### 



EXHIBIT F
 Investment Representations
 Investment Representations .
      No General Solicitation .
 Acknowledgment of Issuance Limitation . Article 9 Article 9




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT G
 Auction Matters
 1.
    
    ***2.
    
    Litigation. ***3.
    
    Formation of Consortium. ***4.
    
    (a)      ***(b)      ***




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT H
 Description of Commercial Arrangements




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT I




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT J
 Special Approval Matters
 1.
    
    At least once every two full calendar years, approval of the Business Plan.2.
    
    On or before December 15 of each year, approval of the Annual Budget for the immediately
following calendar year.3.
    
    To the extent not contemplated in the Annual Budget decisions on the following matters of the
Company and/or its Subsidiaries will be Special Approval Matters:
 (a)
    (i)
    
    The amount to be spent or committed, in the aggregate, in one or a series
of transactions in one calendar year, would result in the projected EBITDA for the
calendar year, based on the results through the preceding quarter, being less than 80%
of the amount of the EBITDA in the approved Annual Budget for the calendar year.(ii)
    
    The amount to be spent or committed on capital expenditures, in
the aggregate in one or a series of transactions in one calendar year, would
exceed by more than 10% the approved capital expenditures for the amount in the
approved Annual Budget for the calendar year.(b)
    (i)
    
    Agreements in which the Company or its Subsidiaries grants exclusivity for
a period of over *** to any Person (other than its Wholly Owned Subsidiaries);(ii)
    
    ***; or(iii)
    
    ***
 (c)
    
    A sale or other disposition or licensing of assets (including shares or other
equity interests of the Companys Subsidiaries) in one transaction or a series of
transactions during one calendar year, if the aggregate value of the assets being
transferred, disposed of or licensed is greater than 10% of the Companys total assets;
except, that, transactions between or among the Company and its Wholly
Owned Subsidiaries will not be considered Special Approval Matters.(d)
    
    Acquisitions of assets in one transaction or series of transactions during one
calendar year, if the aggregate value of the assets being acquired is greater than $***
individually or $*** in the aggregate; except, that, transactions
between or among the Company and its Wholly Owned Subsidiaries will not be considered
Special Approval Matters.(e)
    
    Contracts or transactions with Affiliates of NII, the Company or the Investor,
if the aggregate value of the contract or transaction is greater than $***;
except, that, the foregoing will not be applicable to:




---



##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 (i)
    
    Transactions between or among the Company and its Wholly Owned Subsidiaries(ii)
    
    Management fees payable to NII pursuant to and on the terms
contemplated by the existing management compensation agreements for services
provided by NII, fees payable to NII under the Intercompany License Agreement,
compensation payable to the Investor under the Investor Sublicense and payments
to NII pursuant to and on the terms contemplated by the existing agreements
between the Company and NII to compensate NII for the value of equity
compensation (including stock options and restricted stock) granted by NII to
employees of the Company. Escalations to management fees that naturally occur
under the management fee formula in the existing agreements will not be
considered Special Approval Matters. Changes to formulas or changes to the
agreed management fee structure or to the terms on which payments with respect
to equity compensation are calculated and made (other than changes that are
required under applicable Law or as a result of a ruling of a Government
Authority) would be considered Special Approval Matters.(iii)
    
    Contracts related to the purchase of products and services by
the Company under agreements with third parties to which other NII Subsidiaries
are also parties if the terms on which the Company is allowed to purchase the
products and services (A) are not less favorable to the Company than those
available to the other NII Subsidiaries under the agreement (so that the
benefits of the agreement are not disproportionately allocated to the other NII
Subsidiaries and the costs are not disproportionately allocated to the
Company); and (B) are not less favorable to the Company than those it could
obtain independently from other unrelated third party providers.(iv)
    
    Purchases of products and services by the Company from NII or
its controlled Affiliates (in addition to those provided pursuant to the arrangements contemplated by Section4(e)(ii) of this Exhibit
J) if (A) NII can reasonably establish that the terms of the purchases
are no less favorable to the Company than the terms on which the products or
services can be purchased from unrelated parties or if the cost of the
products or services are less than the amounts that the Company incurs
internally to purchase or deliver the products or services; and (B) the
transactions during the calendar year do not exceed individually the
principal amount of $*** or in the aggregate the principal amount of $***.
 4.
    
    Obligations of the Company or its Subsidiaries for borrowed money, capital leases or any kind
of encumbrances, guarantees or security interests, in the aggregate, as at any time of
determination and measured in U.S. Dollars, exceeding 1.5 times the Companys Operating Income
(Loss) before Depreciation and Amortization and License Fees annualized by adding the four
immediately preceding and completed fiscal quarters. Indebtedness created as a result of the
implementation of required changes to the




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 Companys accounting policies, and transactions between or among the Company and its Wholly
Owned Subsidiaries, will not be considered Special Approval Matters.
 5.
    
    Loans by the Company or its Subsidiaries to third parties; except, that,
loans entered into in the Ordinary Course of Business to distributors not to exceed $***
individually or $*** in the aggregate and other loans in the Ordinary Course of Business not
to exceed $*** in the aggregate outstanding at any time and transactions between or among the
Company and its Wholly Owned Subsidiaries, will not be considered Special Approval Matters.6.
    
    Amending, terminating or failing to abide by the dividend policy agreed by the Parties and
attached as Exhibit M (including share or other equity interest repurchases) or
accounting policy of the Company or its Subsidiaries, except, that, amendments
to the Companys or its Subsidiaries accounting policy to the extent that the changes (a) to
the policy are the result, and are meant to make the policy consistent, with changes to the
then current generally accepted accounting principles or NIFs (Normas de Información
Financiera) applicable in the United States of America or Mexico or (b) are being implemented
by NII in all of its markets and are permitted by the then current generally accepted
accounting principles or NIFs applicable in the United States of America and Mexico will not
be considered Special Approval Matters.7.
    
    *** except, that, roaming or other services offered to Company customers
outside Mexico, and existing infrastructure coordination arrangements in the Mexico/United
States border will not be considered Special Approval Matters.8.
    
    (i) Amendments to bylaws of the Company or its Subsidiaries, other than amendments
contemplated by this Agreement or required in order to comply with applicable Law; and (ii)
entry into or amendment of any equityholder or similar agreements by the Company or its
Subsidiaries.9.
    
    Liquidation, dissolution, bankruptcy, merger, spin-off, conversion or IPO of the Company or
its Subsidiaries; except, that, transactions carried out between the Company
and its Wholly Owned Subsidiaries will not be considered Special Approval Matters.10.
    
    Disposition by the Company or its Subsidiaries of any kind of spectrum and other concessions
issued by the COFETEL.




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##### 



11.
    
    The issuance or grant of any options, restricted stock or other equity awards in
any one year to the extent that the aggregate number of shares of NII underlying such options,
restricted stock or other awards, respectively, which are effectively charged to or paid by
the Company or its Subsidiaries exceeds 125% of the aggregate number of shares of NII
underlying such options, restricted stock or other awards, respectively, of the immediately
preceding year (but adjusting such prior year amount by taking into account new employees
eligible for such award in the relevant calendar year). Such calculation will be computed
separately for options, restricted stock and other equity awards such that the 125% threshold
will be applied to each type of grant. For purposes of this calculation, the adjustment of
aggregate amount of grants to account for the increase in eligible individuals will be
calculated based upon the increase in the number of individuals in each position grade and the
average grant levels made to employees in that grade.12.
    
    Any changes in the capitalization of the Company or its Subsidiaries (other than as a result
of equity contributions among the Company and its Wholly Owned Subsidiaries which do not have
a negative tax impact on the Company or its Subsidiaries).13.
    
    Entering into or amending by the Company or its Subsidiaries any intellectual property
licensing arrangements or agreements with NII (or any Subsidiary thereof other than the
Company and its Subsidiaries); provided that the Investor Sublicense, the Investor
License and the Intercompany License Agreement Amendment shall be entered into in accordance
with the terms of this Agreement.14.
    
    The determination of the voting of the shares or quotas of each of the Subsidiaries of the
Company that are owned by the Company, when the relevant shareholder or quotaholders meeting
of such Subsidiary intend to resolve on any of the matters considered Special Approval Matters
above. This is also applicable if the resolutions are adopted by a unanimous written consent.15.
    
    Any amendment to the Inversiones Nextel Trust or to the shareholders agreement dated March 6,
2000 by and among Maria Cristina Peña Téllez, Ricardo Elmer Backman Montes, Victor Hugo Tiburcio Hermida, the Company and Inversiones Nextel de México, S.A. de
C.V.
 Exhibit J Exhibit J Exhibit J Exhibit J




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##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT K
 Restricted Persons
 Restricted Person
 1.
    
    ***2.
    
    ***




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##### 



CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 EXHIBIT L
 Success at the Auction




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##### 



EXHIBIT M
 Dividend Policy
  plus minus minus