Exhibit 10.10


 


EXECUTION VERSION


 


 


AMENDMENT TO THE PARENT GUARANTY


 


between


 


NII HOLDINGS, INC.

as Parent Guarantor


 


and


 


CHINA DEVELOPMENT BANK CORPORATION


as Administrative Agent under the Sinosure Credit
Agreement and the Non-Sinosure Credit Agreement


 


Dated as of 5 December 2014


 


 





    	 



    	 



    

 


Table of Contents


 


	 	 	 	 	Page
	 	 	 	 	 
	SECTION  1.	 	DEFINITIONS	 	4
	 	 	 	 	 
	SECTION  2.	 	AMENDMENTS TO THE PARENT GUARANTY	 	4
	 	 	 	 	 
	SECTION  3.	 	ACKNOWLEDGMENT	 	4
	 	 	 	 	 
	SECTION  4.	 	EFFECTIVENESS AND TERMINATION	 	4
	 	 	 	 	 
	SECTION  5.	 	NO NOVATION	 	4
	 	 	 	 	 
	SECTION  6.	 	MISCELLANEOUS	 	4


 


	 	 	Annex 1	 	8
	 	 	Amendment to the Parent Guaranty	 	8
	 	 	1.	 	Amendments to Section 2 (Parent Guaranty) of the Parent Guaranty	 	8
	 	 	2.	 	Amendments to Section 20 (Release of Liability of Parent Guarantor) of the Parent Guaranty	 	9
	 	 	3.	 	Amendments to Section 11 (Covenants of Parent Guarantor) of the Parent Guaranty	 	9


 




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AMENDMENT TO THE PARENT GUARANTY (this “Amendment”),
dated as of
5 December 2014, among (i) NII Holdings, Inc., a holding company organized and existing under the laws of Delaware (the “Parent
Guarantor”), and (ii) China Development Bank Corporation in its capacities as administrative agent under the Sinosure
Credit Agreement and the Non-Sinosure Credit Agreement, for the benefit of the Financing Parties defined thereunder.


 


W I T N E S S E T H:


 


WHEREAS, Nextel Telecomunicações
Ltda. (the “Borrower”), the persons listed as guarantors on the signature pages to the Non-Sinosure Credit Agreement
(as defined below) in their capacities as guarantors (the “Guarantors”), China Development Bank Corporation,
as Lender, as administrative agent (in such capacity, the “Administrative Agent”) and as arranger (in such capacity,
the “Arranger”), are parties to (i) a US$250,000,000 credit agreement dated as of April 20, 2012, as amended
on September 25, 2013, and as further amended and waived from time to time, which is supported by the Sinosure Insurance (the “Sinosure
Credit Agreement”) and (ii) a US$250,000,000 credit agreement dated as of April 20, 2012, as amended on September 25,
2013, and as further amended and waived from time to time, which is not supported by the Sinosure Insurance (the “Non-Sinosure
Credit Agreement”, together with the Sinosure Credit Agreement, the “Credit Agreements” and each a
“Credit Agreement”);


 


WHEREAS, the Borrower has
notified the Administrative Agent and has requested that the Lender agree to amend certain terms and conditions of the Credit Agreements
to facilitate the balance sheet restructuring of the Parent Guarantor and certain of the Parent Guarantor’s affiliates pursuant
to which the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. will be restructured by
way of an amendment agreement to the Sinosure Credit Agreement and an amendment agreement to the Non-Sinosure Credit Agreement
(together the “Credit Agreement Amendment Agreements”);


 


WHEREAS, the Borrower is
a Subsidiary of the Parent Guarantor;


 


WHEREAS, the Parent Guarantor
and such affiliates have commenced the Chapter 11 Cases;


 


WHEREAS, the Parent Guarantor
will obtain benefits from the amendments contemplated in the Credit Agreement Amendment Agreements and, accordingly, desires to
execute this Amendment to induce the Lender to agree to the Credit Agreement Amendment Agreements; and


 


WHEREAS, it is anticipated
that the Parent Guaranty, as amended under the terms and subject to the conditions set forth herein, will become effective on the
Parent Guaranty Amendment Effective Date (as defined below).


 




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


 


SECTION 1.         DEFINITIONS.


 


Except as otherwise expressly
provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Credit Agreement
Amendment Agreements and the Parent Guaranty, as amended from time to time, as applicable.


 


SECTION 2.         AMENDMENTS TO THE PARENT GUARANTY


 


On the Parent Guaranty Amendment
Effective Date (as defined below), the terms and conditions of the Parent Guaranty shall be amended as set forth in Annex 1
hereto.


 


SECTION 3.         ACKNOWLEDGMENT. 


 


Each Party to this Amendment
hereby acknowledges and agrees that (i) the terms and conditions of the Parent Guaranty in effect as of the date hereof shall continue
in full force and effect unchanged, except as amended and supplemented hereby and (ii) this Amendment shall take full force or
effect as of the Parent Guaranty Amendment Effective Date and the Parent Guarantor shall assume all obligations and duties under
the Parent Guaranty as amended by this Amendment as of the Parent Guaranty Amendment Effective Date.


 


SECTION 4.         EFFECTIVENESS AND TERMINATION.


 


Notwithstanding anything
in this Amendment to the contrary, this Amendment shall only become effective on the earlier to occur of (i) the Amendment No.
2 Closing Date (as such term is defined in each Credit Agreement Amendment Agreement) and (ii) the Parent Restructuring Effective
Date (as such term is defined in each Credit Agreement Amendment Agreement) (the “Parent Guaranty Amendment Effective
Date”).


 


SECTION 5.         NO NOVATION.


 


The execution of this Amendment
does not constitute a novation, amendment, payment, satisfaction, performance or fulfillment of any of the obligations under the
Parent Guaranty.


 


SECTION 6.         MISCELLANEOUS.


 


Section 17 (Notice),
Section 19 (Consent to Jurisdiction; Service of Process; and Waiver of Trial by Jury), Section 22 (Counterparts),
and Section 24 (Headings Descriptive) of the Parent Guaranty shall be incorporated into this


 




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


 


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*                                   *


 


[Remainder of page intentionally left blank.]


 




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


 


NII HOLDINGS, INC., as Parent Guarantor


 


Notice Address:


 


NII Holdings, Inc.


1875 Explorer Street


Reston, VA 20190


Attention: Chief Commercial Counsel


Facsimile No: +703 390 7170


 


	By:	/s/ Gary D. Begeman	 
	Name:	Gary D. Begeman	 
	Title: 	EVP, General Counsel	 


 


	By:	/s/ Shana C. Smith	 
	Name:	Shana C. Smith	 
	Title: 	VP, Deputy GC	 


 




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CHINA DEVELOPMENT BANK CORPORATION, as Administrative
Agent 


 


Notice Address:


 


	Address:	14th Floor, CITIC Tower
	 	No. 1093 Shennan Zhong Road
	 	Shenzhen 518031, P.R. China
	Attention: 	Che Nan
	Telephone No.: 	+86 (755) 2594 2783
	Facsimile No.: 	+86 (755) 2598 7725


 


	By:	/s/ Liu Wensheng	 
	Name:	Liu Wensheng	 
	Title:	Deputy General Manager of Shenzhen Branch	 


 




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Annex 1


 


Amendment to
the Parent Guaranty


 


1.            Amendments
to Section 2 (Parent Guaranty) of the Parent Guaranty


 


(a)          Section
2 (Parent Guaranty) of the Parent Guaranty shall be amended to read in its entirety as follows:


 


“2.          PARENT
GUARANTY


 


(a)          The
Parent Guarantor, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety to the Financing
Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise pursuant to the terms of each Credit Agreement) of (x) the principal of, premium, if any, and interest on the
Notes issued by, and the Loans made to, the Borrower under each Credit Agreement and (y) all other payment obligations (including,
without limitation, obligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would
become payable), liabilities and indebtedness owing by the Borrower to the Financing Parties under each Financing Document to which
the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including, without limitation,
any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided
for in each Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or
hereafter incurred under, arising out of or in connection with each such Financing Document and the due performance and compliance
by the Borrower with all of its payment obligations in all such Financing Documents (all such principal, premium, interest, liabilities,
indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”);


 


The Parent Guarantor understands,
agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the full amount
of the Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for
the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty
is a guaranty of prompt payment and performance and not of collection.


 


(b)          Additionally,
the Parent Guarantor, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations
whether or not due or payable by the Borrower upon the occurrence in respect of the Borrower of any of the events specified in
Section 7.1(e) (Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings) and Section 7.1(h) (Involuntary
Insolvency Proceedings(Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay
such Guaranteed Obligations to the Financing Parties upon such occurrence.


 




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2.             Amendments
to Section 20 (Release of Liability of Parent Guarantor) of the Parent Guaranty


 


 Section 20 (Release
of Liability of Parent Guarantor) shall be deleted in its entirety.


 


3.            Amendments
to Section 1 (Definitions) of the Parent Guaranty


 


The definition of “Compliance Date”
under Section 1 (Definitions) of the Parent Guarantee shall be deleted in its entirety.


 


4.           Amendments
to Section 11 (Covenants of Parent Guarantor) of the Parent Guaranty


 


(a)         A
new Section 11.4 (Keepwell Undertaking) of the Parent Guaranty shall be added to read in its entirety as follows:


 


“11.4       Keep-well
Undertaking


 


The Parent Guarantor shall,
directly or indirectly through any one or more of its Affiliates, make such equity contributions or injections and/or provide such
Subordinated Restricted Intercompany Indebtedness to the Borrower in order to ensure that the Borrower has sufficient funds for
the operating expenditure, capital expenditure and debt service cash requirements of such Borrower.”


 




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