Exhibit 10.6


 


	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
—  INVESTMENTS


 


	Amendment
    001 to Bank Credit Note No.	Expiration:	Amount
    - R$
	21.3150.777.0000001-97	12/08/2018	R$
    640,000,000.00


 


I
- LENDER - CAIXA ECONÔMICA FEDERAL, a state-run financial institution,
created pursuant to Decree-Law No. 759, from August 12, 1969, as part of the Treasury Department, governed by its current bylaws
at the time of this contract, with headquarters at Setor Bancário Sul, Quadra 4, lotes 3/4, em Brasília/DF, enrolled
in the National Corporate Taxpayer Registry of the Treasury Department CNPJ/MF under No. 00.360.305/0001-04, Superintendência
Regional Osasco/SP, hereby represented by its undersigned legal representative, and henceforth CAIXA
or LENDER.


 


II
- ISSUER - NEXTEL TELECOMUNICAÇÕES LTDA, a corporation with
headquarters in the city of São Paulo, Av. das Nações Unidas, 14.171, 32° andar, Rochavera Crystal Tower,
enrolled in the National Corporate Taxpayer Registry of the Treasury Department CNPJ/MF under No. 66.970.229/0001-67, herein represented,
pursuant to its bylaws, by the undersigned representatives, and henceforth, ISSUER.


 


III
- CHARACTERISTICS OF THE CREDIT:


 


	1
        - ISSUER/ISSUER 

        NEXTEL
        TELECOMUNICAÇÕES LTDA
	 	2
        - CNPJ

        66.970.229/0001-67

	 	 	 
	3
    - Limited Transaction Checking Account	4-Unlimited
    Transaction Checking Account
	Branch

         
	Operation	Account	Suffix	Branch	Operation	Account	Suffix
	 	 	 	 	 	 	 	 
	5
        - Type of Operation

        Investment
        - CDI - Post

        777
        - Special Corporate Credit - Large Corporations - Investments

	6
        - Total Credit Amount

        R$
        640,000,000. 00 (six hundred forty million Reais)

	 
	7
        - Financial Charges

        115%
        (one hundred fifteen percent) CDI (Interbank Deposit Certificate) CETIP (Clearing House for the Custody and Financial
        Settlement of Securities) per year, calculated based on Clause Three

	 
	8
        - Term and Amortization System

        Term:
        84 (eighty four) months

        (a)   on
        the first 24 months no payments will be made on the Principal; during this interest-only period, quarterly payments will
        be made on Financial Charges only.

        (b)   during
        the following 60 months, Principal amortization will apply and will be duly increased by quarterly Financial Charges.

        SAC
        – Constant Amortization System

	 	 	 	 	 	 	 	 	 


	9
    - Place of Payment	 


 


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SAC
CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


 For
people with speech or hearing disabilities: 0800 726 2492


Ombudsman:
0800 725 7474 


caixa.gov.br


 




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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


	São
    Paulo /SP	 
	 	 
	10
    - Guarantor	CNPJ
	Nextel
    Telecomunicações S.A.	00.169.369/0001-22


 


IV
– CHANGES MADE TO THIS AMENDMENT


 


	3
    - Limited Transaction Checking Account	4
    - Limited Checking Account
	Operation	Account	Suffix	Branch	Operation	Account	Suffix
	003	180	4	3150	003	1859	6


 


	7
        - Financial Charges

        139.54%
        (one hundred thirty nine and fifty four percent) CDI CETIP per year

         

	 	 
	11
    - Guarantee	Minimum
    Amount
	Fiduciary
    Assignment of Credit Rights on the CAIXA (SICAP) Collection Agreement 	Minimum
    average monthly flow in the amount of R$ 70,000,000.00


 


WHEREAS:


 


I
- Pursuant to Bank Credit Note No. 21.3150.777.0000001-97, issued on December 8, 2011, the CREDITOR
granted a loan to the ISSUER, whose original characteristics will
be modified by the First Amendment to the Bank Credit Note (“First Amendment”), following the characteristics described
in Table III above (“Note”);


 


II
- Herein the parties wish to re-negotiate the transaction fee, to include the guarantee of Fiduciary Assignment of Credit Rights
on the CAIXA (SICAP) Collection Agreement, and to modify acceleration hypotheses and Note assignment.


 


The
parties have decided herein to amend the Note, pursuant to the following clauses and conditions:


 


FIRST
AMENDMENT TO THE NOTE


CLAUSE
ONE - The parties decide to modify the financial charges of the herein amended Note following
the parameters described on Table IV of the Preamble to this First Amendment.


 


Sole
Paragraph - All the clauses and conditions of the Note and First Amendment that mention
the herein modified terms are expressly amended to reflect the new agreed upon parameters, pursuant to this First Amendment.


 


CLAUSE
TWO – INCLUSION OF GUARANTEE


 


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Ombudsman:
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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


Due
to the inclusion of a guarantee relative to the Fiduciary Assignment of Credit Rights on the CAIXA (SICAP) Collection Agreement,
Clause Ten is added to the herein amended Note and shall now read as follows, and the subsequent clauses shall be renumbered accordingly:


 


CLAUSE
TEN - INCLUSION OF GUARANTEE – To make sure that the obligations committed
upon in the Note (“Guaranteed Obligations”) are fulfilled, the ISSUER
herein, pursuant to the existing Law, irreparably and
irrevocably fiduciarily assigns to CAIXA, pursuant to § 3 of Article 66-B of Law No. 4.728/65, as written by Law No. 10.931/04,
to Articles 18 to 20 of Law No. 9.514/97, and to Decree-Law No. 911/69 and posterior amendments and, when applicable, to Article
1.361 and subsequent articles of the Civil Code, the ownership, conditional property, direct and indirect ownership of all credit
rights over present and future receivables resulting from the provision of telecommunication services carried through by the ISSUER
to its customers, including the entire revenue from
amounts received for this purpose, which shall be collected by CAIXA (“Receivables”), according to the following described
terms, as well as resources deposited or kept in the Joint Account (“Assigned Rights”).


 


PARAGRAPH
ONE - Amounts relative to Receivables shall be received by CAIXA through the collection
of non-convertible slips and automatic debit, pursuant to the Collection Agreement entered into by the ISSUER
and CAIXA (No. 400089) (“Collection Agreement”).


 


SEGUNDO
PARAGRAPH - Henceforth, the amounts received daily within the scope of the Collection
Agreement (“Collection Amounts”), representing part of the Receivables and of any other credits, shall be credited
to account No. 180-4, Branch No. 3150, Operation 003, whose transactions will be exclusive to CAIXA, linked to the liquidation
of obligations resulting from the Note (“Joint Account”), whose balance and amounts credited therein daily are also
fiduciarily assigned by the ISSUER
to CAIXA, being a part, for all effects, of the Assigned Rights, pursuant to the Introduction to this Clause. The ISSUER,
irreparably and irrevocably, commits (i) not to attempt, in anyway, to directly collect any sums relative to Receivables; (ii)
not to modify, in any material way, the current procedures and methods of collection of Receivables, or to take or fail to take
any measures, when applicable, for the purpose of reducing Receivables collected by CAIXA until the fulfillment of the ISSUER’s
obligations provided in the Note; (iii) to keep the Collection Agreement for as long as Note is valid; and, (iv) not to assign,
alienate, transfer, sell, charge, pledge, pawn, grant or encumber or in any way negotiate the Assigned Rights, without CAIXA’s
advance and express consent.


 


PARAGRAPH
THREE - It is agreed that the average monthly amount of the Collected Amounts that
shall transit through the Joint Account during the three months immediately prior to CAIXA’s quarterly (“Term”)
assessment shall be conducted on the 31st of March, 30th of June, 30th of September, and 31st
of December of each year, and the ISSUER
commits to take all necessary measures to make the payments – the minimum about equivalent to seventy million Reais (R$
70,000,000.00) (“Minimum Average Amount”),
calculated based on the total amount of resources that shall be deposited in the Joint Account in each Term, divided by 3 (three).
If CAIXA verifies that the Minimum Average Amount in a particular Term was not met, CAIXA shall, by law, at its discretion, immediately
declare the ISSUER’s


 


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CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


 For
people with speech or hearing disabilities: 0800 726 2492


Ombudsman:
0800 725 7474 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


obligations
set forth in the Note to be overdue. Notwithstanding, and without prejudice to its agreed upon right grounded
in this Clause, CAIXA shall, at its own discretion, as an alternative to declaring acceleration of the ISSUER’s obligations
in this Note, demand that the ISSUER,
within 10 (ten) days, starting on the day CAIXA’s request is made, deposit, in the Joint Account, the amount equivalent
to the difference between the Minimum Average Amount and the monthly average amount effectively verified by CAIXA, pursuant to
this Clause (“Deficit Amount”).
In this event, the “Deficit Amount”
shall be retained in the Joint Account until CAIXA verifies, on a date determined pursuant to the terms of this clause, that the
Minimum Average Amount has been reestablished.


 


PARAGRAPH
FOUR - Without prejudice to what has been established in the following paragraph,
CAIXA is herein identified as the sole legal fiduciary holder of the Assigned Rights, and this shall be true until all obligations
that the ISSUER
committed to in the Note are fully met, such that, once the ISSUER
meets all obligations, as verified by CAIXA, CAIXA’s fiduciary property will end and all Assigned Rights will be returned
fully to the ISSUER.


 


PARAGRAPH
FIVE - Except when there is retention of the Deficit Amount, Collection Amounts shall
be released into the ISSUER’s unlimited transactions account daily, at 2:00 p.m., after CAIXA’s mandatory verification,
conducted on the agreed upon dates, and, if the ISSUER
did not incur into any instances of acceleration, mandatory early payment events or if the ISSUER
fails to comply with any of its pecuniary obligations.


 


PARAGRAPH
SIX - The ISSUER
states herein that:


 


(i)         it
is authorized, pursuant to the law and to its bylaws, to assign the Assigned Rights that it detains, as well as to fulfill the
provisions herein;


(ii)        by
entering into this contract it does not violate any provisions set forth in its bylaw or in any other legal provision or regulation
to which it is subject;


(iii)     
the Assigned Rights are free and unencumbered from any burdens,
charges, judicial or nonjudicial liabilities of any nature, including fiscal, doubt, or debt liabilities and /or liens, with the
exception of this fiduciary assignment;


(iv)       there
are no legal impediments from covenants of which the ISSUER
is a party that may impede the fiduciary assignment of the Assigned Rights hereupon granted to CAIXA; and,


(v)         that
it had clear and sufficient prior knowledge of the demands to which it was to be encumbered, and that it has agreed to all the
terms herein, and that is has decided, willfully and spontaneously, free of vices of will and consent, to grant fiduciary assignment
of Assigned Rights as indivisible, unretractable and irrevocable guarantee.


 


PARAGRAPH
SEVEN - The
ISSUER shall be
liable for any and all damages inflicted upon CAIXA due to misrepresentation or inaccuracies in the statements and guarantees
herein provided.


 


PARAGRAPH
EIGHT - In the event of payment default relative to the pecuniary obligations to
which the ISSUER
has committed in the Note, past the respective grace periods, as applicable, all amounts relative to the Assigned Rights shall
be retained by CAIXA in the Joint Account and, in the event of debt acceleration or the mandatory early payment pursuant to the
terms of this Note, they shall be used 


 


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CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


 For
people with speech or hearing disabilities: 0800 726 2492


Ombudsman:
0800 725 7474 


caixa.gov.br



 




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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


in
the amortization of said ISSUER
obligations until they are fully paid, according to the terms of this Note, up to the limit of the Guaranteed Obligations.


 


PARAGRAPH
NINE - In the event of debt acceleration, pursuant to the terms of this Note, CAIXA
shall, without notice, promote the immediate use of the Assigned Rights to fulfill the guaranteed obligations that are overdue
and unpaid by means of foreclosure proceedings or of the sale of Receivables, as applicable, or, in the case of Collection Amounts,
to simply apply them as payment for the Guaranteed Obligations, pursuant to the terms of this Note, until full payment of obligations
is reached. To this effect, CAIXA shall have the right to immediately exercise its legally granted powers over the Assigned Rights,
pursuant to the terms of the Note, thus being allowed to, privately, totally or partially, dispose of, collect, receive, execute,
sell or grant Receivables, pursuant to the terms and conditions that CAIXA judges to be appropriate, give debt-release and sign
any documents or terms, no matter how special they are, required to perform said actions, without notice to and/or authorization
from the ISSUER.
Any remaining amount from the Guaranteed Obligations shall be returned to the ISSUER.


 


PARAGRAPH
TEN - The ISSUER
herein waives any legal or contractual rights or privileges that might impact the free and full enforceability and transfer of
Assigned Rights in the event of its foreclosure, pursuant to the terms and conditions of this Note.


 


PARAGRAPH
ELEVEN- Without prejudice to the Note’s provisions, and for purpose of Article
1.362 of the Brazilian Civil Code, Law 9.514/97, as amended, and of Law 4.728/65, as amended, the Guaranteed Obligations shall
be briefly described as follows:


 


(i)         Estimated
principal amount of the debt: R$ 512,000,000.00 (five hundred twelve million Reais);


(ii)        Term
and conditions of payment: principal payment, 24 (twenty four) months after the Note is signed, in 20 (twenty) quarterly payments
of R$ 32,000,000.00 (thirty two million Reais) with maturity in March, June, September and December of each year, and the quarterly
payment of financial charges, starting on the date the Note is signed, in March, June, September and December of each year;


(iii)       Interest
Rates: 139.54% of the CDI;


(iv)        Interests
on arrears: CDI plus 2% per month; and,


(v)         Penalty
Clause: 2% over amount due.


 


PARAGRAPH
TWELVE - The parties acknowledge and agree that the ISSUER
does not have a receivables tracking system that is
capable of identifying clients, amounts or invoices that are effectively deposited in the Joint Account and, similarly, except
when otherwise expressly stated in this Note, the ISSUER
is not required to perform this type of specific tracking.


 


CLAUSE
THREE - Clause Three of the Note, which addressed CHARGES, shall now read as follows:


 


CHARGES


 


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CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


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Ombudsman:
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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


CLAUSE
THREE - Over the transaction value shall be applied financial charges equivalent to 139.54% (one hundred thirty nine and fifty
four percent) of the daily average CDI Over Index (Interbank Deposit Certificate) fee, published daily by CETIP S.A. - Mercados
Organizados (“CDI CETIP”),
and capitalized daily.


 


Paragraph
One - The
average daily fee for the Interbank Deposit Certificates (CDI) used to index the outstanding balance will be the one posted on
the second business day prior to indexation.


 


Paragraph
Two - In the event that the CDI CETIP index is discontinued, CAIXA shall automatically replace it with whatever index the relevant
authorities have set up as its replacement. In the absence of a legal or regulatory determination;
the basis of calculation for compensation used by commercial
banks credit operations in the financial market will be applied.


 


Paragraph
Three - Said Financial Charges, calculated per business days, shall be charged quarterly.


 


Paragraph
Four - In the event of early payment, extraordinary amortization or early liquidation at times different from those indicated
in Clause Two, a business day pro-rata will be applied, and a written notice shall be sent to CAIXA
at least 3 (three) business days in advance.


 


CLAUSE
FOUR - The introduction to the current Clause Twenty Two of the Note, which addresses ACCELERATION,
shall now read as follows, and the writing in its remaining paragraphs shall be unaltered:


 


ACCELERATION


CLAUSE
TWENTY-TWO - The following are reasons debt acceleration and immediate execution of this
Note, without judicial or nonjudicial notice, beyond the cases provided by law:


 


I)          if
the ISSUER defaults on
of any of the pecuniary obligations it has committed to in this Note, and the situation remains unresolved after the grace period
of 1 (one) business day, starting from the original maturity date;


 


II)         if
the ISSUER default of
any of the non-pecuniary obligations it has committed to in this Note, and the situation remains unresolved beyond the grace period
of 30 (thirty) business days, starting from the date when CAIXA sends the ISSUER
a notice communicating the fact;


 


III)        noncompliance,
misrepresentation, inaccuracies, errors or material omission attributed to the ISSUER
in any statements, guarantee, information or material document signed, provided or delivered by the ISSUER
in association with this credit transaction, if
the situation remains unresolved beyond the grace period of 10 (ten) business days;


 


IV)      
acceleration or default of any pecuniary obligation of the
ISSUER or of any of its
Brazilian Affiliates, excluding obligations exclusively established between the ISSUER
and the Guarantor, in unit or aggregate value, that shall be equal to or greater than ten million Reais


 


(R$
10,000.00), if the situation is not resolved within 10 (ten) business days, starting on the day CAIXA


 


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SAC
CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


 For
people with speech or hearing disabilities: 0800 726 2492


Ombudsman:
0800 725 7474 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


sends
notice of fact, except when payment for such obligations was suspended due to an administrative or legal decision or when such
decision has been secured in Court;


 


V)          acceleration
of any other of the ISSUER’s pecuniary obligations to CAIXA if the situation is not resolved within the deadlines set forth
in the respective instruments;


 


VI)         protest
of a Note of exchange against the ISSUER
with a unit or aggregated value equal to or higher than ten million Reais (R$ 10,000,000.00), that is not resolved within the
period of 30 (thirty) days stating of the date of receipt of written notice from CAIXA, or that may become a legal proceeding,
or whose payment has been suspended by legal judgment or that has been secured in Court;


 


VII)       (a)
if the ISSUER and/or Brazilian
affiliates file for voluntary bankruptcy; (b) a request for bankruptcy of the ISSUER
and/or Brazilian affiliates is petitioned by a third party and is not suppressed within the legal deadline; (c) declaration of
bankruptcy or liquidation by the ISSUER
and/or any other Brazilian affiliates; (d) ISSUER’s and/or any other Brazilian affiliates’ petition for judicial or
nonjudicial recovery;


 


VIII)      liquidation,
dissolution or extinction of the ISSUER;


 


IX)        if
the ISSUER and/or Brazilian
affiliates are legally declared insolvent, or if this publically known publicly, or if it is known by CAIXA, in the event of its
inability to meet its pecuniary obligations, or if this inability is publicly known, in both cases, with a global amount greater
than ten million Reais (R$ 10,000,000.00);


 


X)         if
the ISSUER carries out
capital reductions, redemptions, amortization, reimbursements, or purchase of share participation, when such operations imply
payment (in cash or in natura)
to its partners, or, when the financial index indicated in Clause Twelve is greater than 2.5 (two point five), profit distribution
or interest on equity, even when already declared, to its partners;


 


XI)        individual
or aggregated alienation, by the ISSUER,
of any of its properties or assets, without previous and express written consent from CAIXA, except in the event of (i) revenue
factoring with credit card, (ii) sale of overdue and unpaid receivables and, (iii) alienation of goods in the usual course of
business, (iv) transfers of obsolete assets or goods of low added value, (v) transfers within the context of an exchange for similar
assets of equal or greater value; and, (vi) sale of towers in the sale leaseback modality, in which case it shall be subject to
pre-approval by CAIXA, which shall have 45 (forty five) days to question, starting on the date the written notice is received,
as long as there is proof of receipt of notice by CAIXA, and CAIXA’s failure to manifest an opinion shall not implicate
in tacit approval;


 


XII)      
payment, by the ISSUER
or any of its Brazilian Affiliates, of any obligation, before full repayment of all obligations in this Note, to the Related Parties,
including the hypothesis of ISSUER’s bankruptcy, liquidation or dissolution of the ISSUER,
except for any payments between ISSUER
and Guarantor;


 


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CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


 For
people with speech or hearing disabilities: 0800 726 2492


Ombudsman:
0800 725 7474 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


XIII)
    granting and/or constitution of, by
the ISSUER or any Brazilian
Affiliates, of any liabilities or burdens or other in rem guarantee or unsecure guarantee, on behalf of third parties (including
its Affiliates and direct or indirect controlling company), except (i) those comprised in the terms of this Note or prior to the
date of the First Amendment, or (ii) by (a) granting security interests as counter-guarantee in contracting insurances and guarantee
insurance in general; (b) granting of security interest as counter guarantee in new banking guarantee for legal guarantee or to
conduct new limited legal deposits, in case of guarantees granted within the terms of this item (b) at the global amount of one
hundred fifty million Reais (R$ 150,000,000.00); (c) grant of security interests or personal guarantees in contracts of site leases;
(d) grant of security interests or personal guarantees in placement contracts (i.e. contracts with other operators for equipment
installation in towers), (e) financing granted by the National Telecommunications Agency
- ANATEL, including their renewal, (f) guarantees
for ANATEL, (g) security interest granted as counter-guarantee to issue performance bonds for ANATEL, in this case, subject
to CAIXA’s advanced approval, which shall be expressed
within 45 (forty five) days counted from such questioning is expressed by means of a written notice, as long a there is proof
of CAIXA’s receipt of such notice, and CAIXA’s failure to manifest an opinion shall not imply tacit approval and,
(h) renewal of operations already withheld by the ISSUER
or its Brazilian Affiliates identified in the attached Attachment 22(xiii)(1) of this Note, and the guarantees to be granted,
pursuant to the terms of this item (h), shall be limited to the amount guaranteed by securities and/or
performance bonds, as indicated in such attachment,
following the same current guarantees applicable hereon, and the security interests granted pursuant to items (a), (c) and (d)
above are limited to the global amount of fifty million Reais (R$ 50,000,000.00). The ISSUER
states, for the purposes of this Note, that
Attachment 22(xiii)(2) contains all operations considered to be security interest;


 


XIV)      failure
to use the resources for the purpose indicated in Clause Seven;


 


XV)
      failure to comply with
the Minimum Amount for 1 (one) Term, pursuant to Clause Ten, Paragraph Three, of this Note;


 


XVI)
    enforcement of any guarantee given
to any of the ISSUER’s or Brazilian Affiliates’ creditors at an amount equal to or greater than ten million Reais
(R$ 10,000,000.00), as long as it is not resolved within the 10 (ten) business days of grace period, counted from the date the
notice if sent by CAIXA, except in the event that such enforcement is suspended by administrative or legal resolution;


 


XVII)
   publication of regulatory act whose effects have
not been suspended within the legal deadline, when applicable, that (i) adversely impacts the ISSUER’s ability to honor
its obligations to CAIXA; or (ii) that makes the ISSUER’s activities, or a significant part of them, not feasible or that
in any way it adversely impacts the financial situation (in both cases understood as activities that answer for 10% (ten percent)
or more of the ISSUER’s balance); or (iii) results in the application of a fine, sanction or final and non-appealable penalty
that impacts the ISSUER’s and/or its Brazilian Affiliates’ financial situation, at an amount equal to or greater than
00 one hundred million Reais (R$ 100,000,000.) within the same fiscal year;


 


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CAIXA: 0800 726 0101 (information, complaints, suggestions and compliments) 


 For
people with speech or hearing disabilities: 0800 726 2492


Ombudsman:
0800 725 7474 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


XVIII)
 if the ISSUER
adopts a policy that results in racial or gender discrimination or moral or sexual harassment, (ii) proof of final legal judgment
of administrative decision rendered by a competent authority or agency, (I) that the ISSUER’s activities harm the environment,
(II) that the ISSUER
(a) does not use slave labor, pursuant to Interministerial Ordinance No. 2, from May 12, 2011, (b) in no way uses unregulated
child labor, (c) explores prostitution, or (d) conducts illegal activities, whether these are or are not logged in the Employer
Registry;


 


XIX)
     transfer, forfeiture or suspension
of ANATEL Concession for the use of third generation frequency (3G technology) and GSM without advanced consent from CAIXA, which
shall not be unjustifiably denied;


 


XX)
     if the index obtained from dividing the Net Debt by the EBITDA is greater than 2.5 (two point five),
to be calculated pursuant to Clause Twelve;


 


XXI)
    if the ISSUER
does not keep the Minimum Balance on each Verification
Date in resources immediately available or in financial investment;


 


XXII)
   failure to comply with the subordination obligation
provided in Clause Fourteen of this Note;


 


XXIII)
 full or partial transfer or assignment, to third parties, for any purpose, of total or partial rights and obligations resulting
from this Note, without CAIXA’s advanced and express consent;


 


XXIV)
  failure to perform the notarial acts provided in this Note within 72 (seventy two)
hours starting from the signing of this document, either as a willful act or due to any legal or conventional impediment;


 


XXV)
    lack of a balance in any of the ISSUER’s accounts that meets the
payment commitments taken in this Note in the respective Payment Dates, that are not resolved within 1 (one) business day; and


 


XXVI)
  failure to comply with any of the obligations set forth in Clause Ten, Paragraph Two
of this instrument.


 


Also,
for the purposes of this Note, the following concepts are defined:


 


An
“Affiliate” of any Entity means another Entity that, directly or indirectly, by means of one or more mediators, Controls,
is Controlled, or is under common Control with this first Entity. Additionally, in the case of an Entity that is an investment
fund or whose controlling Shareholder is an investment fund, it shall also be considered an “Affiliate”: (i) the manager
or a shareholder or an Affiliate of the manager or of the shareholder, (ii) another investment fund managed by the manager or
shareholder or and affiliate of this manager or shareholder’s investment fund, and (iii) any entity that is, directly or
indirectly Controlled or is under the common Control of this investment fund


 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


either
individually or in partnership with another Affiliate, or any of the aforementioned Entities.


 


“Brazilian
Affiliate” means,
relative to any Entity, an Affiliate that is domiciled in Brazil;


 


“Control”
(including its associated meanings) means, pursuant to Article 116 of Law No. 6.404, from 12.15.1976, (a) power to elect the majority
of the board members, or similar organization, of the controlled Entity or, in some other way, to conduct this Entity’s
businesses or apply its policies (by means of a contract or in some other way), and, (b) the actual direct or indirect ownership
of rights that grants to the Controlled Entity the majority vote of the Controlled Entity in a shareholders’ general assembly
or similar gathering.


 


“Related
Party” to
any particular Entity shall have the meaning described in Deliberation No. 642 from October 7, 2010 issued by the Securities and
Exchange Commission, and it shall also include, as long as not repeated, (i) any Affiliate of this Entity, (ii) any director,
council member, shareholder, stockholder, employee or administrator of this Affiliated Entity, (iii) any spouse, former-spouse,
ascendant, descendant or collateral relative up to second degree of this Entity, or Affiliate of this Entity or any director,
council member, stockholder, shareholder, employee or administrator of this Entity or an Affiliate of this Entity, or any Affiliate
of the aforementioned.


 


“Person”
means any government agency or any individuals, firm, partner, company, limited liability company, joint venture, association,
fund, investment fund, trustee, organization without corporate entity, or another entity, whether or not a corporation.


 


CLAUSE
FIVE- To include Attachment 22(xiii)(1) and Attachment 22(xiii)(2) to the Note
according, exactly, to the terms in Attachment A and Attachment B, of this amendment, respectively. 


 


CLAUSE
SIX - The current Clause Twelve, which addresses the obligation to have a financial index,
shall read as follows:


 


CLAUSE
TWELVE - For the purposes of Clause Twelve’s provisions, the index obtained from dividing the Net Debt by the EBITDA shall
be calculated as follows: (i) every semester, based on non-audited temporary balance sheets closed on the 30th of June
of each year; (ii) every year, based on financial statements closed on the 31st of December of each year, consolidated
and audited by a major auditing company.


 


We
commit to delivering to CAIXA, for as long as this Note is valid, a statement of compliance with the index pursuant to Attachment
II, (i) the non-audited semester temporary balance sheets closed on the 30th of June of each year, by the 15th of August
of each year, and (ii) the consolidated and audited financial statements closed on the 31st of December, by the 5th
of May of each year.


 


If
at any point during the period in which the obligations in this Clause are being verified, the ISSUER
fails to comply with the above determined index, the ISSUER
shall, without notice or grace period, accelerate
all obligations taken by the ISSUER
and/or Guarantor.


 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


Also
for the purposes provided in Clause Eleven:


 


a)
       “Net Debt” means the value calculated on
consolidated bases, in the respective date of verification, determined grounded on accounting principles generally accepted in
Brazil, equal (a) to the sum of the Liabilities from financial institutions, debt bonds and securities, and the net balance from
derivative transaction (liabilities minus derivative transaction assets); minus (b) cash equivalents (cash, banks, marketable
securities, short term investments, stock treasure or third party bonds and securities, and any type of public and private bonds)
and (c) from the effects of market to market investment of derivatives transactions;


 


b)
       “EBITDA” means the operating profit of the
ISSUER, on a consolidated basis, relative to the past twelve (12) months, plus the depreciation and amortization expenses, all
determined in accordance with the generally accepted accounting principles in Brazil; and


 


c)
       “Liability(ies)” means the principal of
the securities representing the debt issued at the financial institutions registered on the consolidated Balance Sheet of the
ISSUER on the measurement dates, all determined in accordance with the generally accepted accounting principles in Brazil.”


 


CLAUSE
SEVEN - Due to the provisions regarding mandatory early payment, Clause Thirteen of the
Note, herein amended, shall now read as follows, and the subsequent clauses shall be renumbered accordingly: 


 


MANDATORY
EARLY PAYMENT


CLAUSE
THIRTEEN - We commit to making early payment of all amounts owed, according to the terms of this Note, including amounts relative
to Principal and Financial Charges, in the event that any of the following takes place, upon advanced written request made within
at least 5 (five) business days by CAIXA:


 


a)
     change in our business purpose in order
to change current main activities or to add new businesses to these activities that may prevalence or that may represent a deviation
in the currently conducted activities, without advance consent from CAIXA, which shall not be denied without justification;


 


b)
     to conduct any type of corporate restructuring,
such as mergers, acquisitions merge outs, unless the merge out is partial and equivalent to no greater than 10% of our equity,
without advance consent from CAIXA, which shall not be denied without justification, unless if within a corporate group;


 


c)
      a buy-out resulting in changes in our
business purpose, requiring change to our current main activities or to add new businesses to these activities that may prevalence
or that may represent a deviation in the currently conducted activities, without advance consent from CAIXA, which shall not be
denied without justification;


 


d)
      direct or indirect change in ISSUER’s
or any other controlled company’s shareholder control, 


 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


without
advance consent from CAIXA, following the definition of shareholder control found in Article 116 of Law No. 6.404, of 12.15.1976
and/or celebration or establishment of obligation (conditional or of another form) by the ISSUER
or one of its direct or indirect shareholders, except within
the scope of legal recovery proceedings (11 Chapter proceeding) of NII Holdings, Inc., as long as the new controllers are one
or more of the Entities identified in Attachment 13 (d).


 


CLAUSE
EIGH - To include Attachment 13(d) to Note exactly accordance with the terms in Attachment
C of this amend.


 


CLAUSE
NINE- Due to the inclusion of subordination in the ISSUER’s obligations to any of
the related parties as well as the ISSUER’s obligation to have, at each verification date, resources that are immediately
available or that are in financial investment with immediate liquidity, Clauses Fourteen and Fifteen shall now read as follows
and the subsequent clauses shall be renumbered accordingly:


 


SUBORDINATION


CLAUSE
FOURTEEN - The ISSUER fully agrees that any and all obligations taken by the ISSUER before any of its Related Parties are subordinate
to the obligations provided in this Note. Similarly, the ISSUER agrees that no amount shall be paid to its Related Parties prior
to the full liquidation of the obligations provided in this Note, including in the event of bankruptcy, liquidation or dissolution
of the ISSUER, except for any payments made between ISSUER and Guarantor.


 


MINIMUM
BALANCE


CLAUSE
FIFTEEN - The ISSUER shall have available, on each Verification Date, resources that are immediately available or applied in financial
investment, at the minimum amount two hundred million Reais (R$ 200,000,000,00) (“Minimum Balance”),
and it will have to prove to CAIXA, by means of (i) non-audit semester temporary balance sheets closed on the 30th
of June and delivered to CAIXA by the 15th of August of each year; and (ii) consolidated and audited financial statements closed
on the 31 of December, and delivered to CAIXA by the 5th of May of each year. For the purposes of this Note, the “Verification
Dates” are
the 30th of June and 31st of December of each year.


 


CLAUSE
TENTH - The current Clause Thirty One of the Note shall now read as follows:


 


“ASSIGNMENT


CLAUDE
THIRTY ONE - This Note may be, partially or fully, assigned or endorsed by CAIXA, upon advance notice (10 (ten) business days
in advance) to the ISSUER, pursuant to civil and commercial legislation, except that until September 15, 2015, this Note shall
only be assigned and endorsed upon express written consent by the ISSUER.”


 


CLAUSE
ELEVEN - A Customization of Credit Transaction Fee must be paid by the ISSUER on the same
date when this First Amendment is signed in the amount of 0.60% (sixty hundredth percent) of the re-negotiated value, equivalent
to


 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS





 


three
million one hundred forty six thousand eight Reais and eighty eight cents (R$ 3,146,008.88) relative to the 13th of
February of 2013, to be updated on the date that this First Amendment is signed.


 


CLAUSE
TWELVE - The ISSUER states, on this date, that the Note’s outstanding balance is a
certain and undisputed debt and promises to make payments on the dates and terms set forth in said document, pursuant to the amends
provided in this First Amendment. 


 


CLAUSE
THIRTEEN - The ISSUER shall have this document
registered at Deeds and Documents Registry of the Judicial District of the City of São Paulo. Expenditures acquired to
register said document shall be paid by the ISSUER, who, herein, authorizes the debit of the respective amounts from its holding
account No. 1859-6, Operation 003, at CAIXA’s Branch No. 3150.


 


CLAUSE
FOURTEEN - All remaining clauses and conditions of this Note, as amended in its First Amendment,
that have not been expressly modified by this First Amendment, are ratified and remain complete and valid for all purposes of
the law. 


 


In
witness thereof, the ISSUER issues the First Amendment to the Note, duly signed in 4 (four) copies of equal content and only the
first copy (the bank’s copy) is negotiable and becomes an integral and non-severable part of the Note.


 


São
Paulo, February 13, 2015.


 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


	ISSUER:	 	 
	 	 	 
	/s/
    Sultana Shamim Kahn	 	/s/
    Gokul V. Hemmady
	Signature of ISSUER
    	 	Signature of ISSUER
	NEXTEL TELECOMUNICAÇÕES
    LTDA. 	 	NEXTEL TELECOMUNICAÇÕES
    LTDA. 
	CNPJ (Corporate Taxpayer
    Number):

 66.970.229/0001-67	 	CNPJ (Corporate Taxpayer
    Number): 

66.970.229/0001-67
	Legal representative:
    Sultana Shamim Khan	 	Legal representative:
    Gokul V. Hemmady
	CPF (Individual Taxpayer
    Number):	 	CPF (Individual Taxpayer
    Number):
	Position:	 	Position:


 


	GUARANTOR:	 	 
	 	 	 
	/s/
    Sultana Shamim Kahn	 	/s/
    Gokul V. Hemmady
	Signature
    of GUARANTOR 	 	Signature
    of GUARANTOR 
	NEXTEL
    TELECOMUNICAÇÕES S.A. 	 	NEXTEL
    TELECOMUNICAÇÕES S.A. 
	CNPJ
    (Corporate Taxpayer Number): 

00.169.369/0001-22 	 	CNPJ
    (Corporate Taxpayer Number): 

00.169.369/0001-22 
	Legal
    representative: Sultana Shamim Kahn	 	Legal
    representative: Gokul V. Hemmady
	CPF
    (Individual Taxpayer Number):	 	CPF
    (Individual Taxpayer Number):
	Position: 	 	Position 


 


Identification
of the Licensor Manager/Signatures Verification - Term of Amendment - Investments


 


	Note
    Number	Amendment
        Number

         
	Amount
    - R$	Date
        of Amendment

         

	21.3150.777.0000001-97	1	R$
    640,000,000.00 (six hundred forty million Reais)	02/13/2015
	 	 	 	 
	Manager
        Name

        Fernando
        Ciotti

                               
	Registration

        C053011.7

                               



I
attest that the signatures found in this Note are true and were duly verified by the certified undersigned employee who notarized
the ISSUER’s signatures based on the Signature Registry Book or on original proof of identity (identity card or taxpayer
registry card).


 


	/s/
    Marcelo Santana Da Silva	/s/
    Fernando Ciotti
	Clerk’s signature on stamp	Licensor Manager’s signature
    on stamp
	Caixa Econômica Federal	Caixa Econômica Federal


[signature
and circular stamp: Nextel Legal Department]           


 


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	 	FIRST
    AMENDMENT TO BANK CREDIT NOTE 
	 	No. 21.3150.777.0000001-97
    — INVESTMENTS


 


CAIXA:


 


	/s/
    Luiz Gustavo Silva Portela	 	/s/
    Flavia Silva Nogueira
	CAIXA Signature 	 	CAIXA
    Signature 
	Caixa
    Econômica Federal 	 	Caixa
    Econômica Federal 
	CNPJ
    (Corporate Taxpayer Number): 

00.360.305/0001-04 	 	CNPJ
    (Corporate Taxpayer Number): 

00.360.305/0001-04 
	Legal
    representative: Superintendente Executivo	 	Legal
    representative: SuperintendenteRegional S.E.
	CPF
    (Individual Taxpayer Number):	 	CPF
    (Individual Taxpayer Number):
	Position:	 	Position:


 


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