exv10w10



 













Exhibit 10.10



SECOND AMENDED AND RESTATED



EQUIPMENT FINANCING AGREEMENT



dated as of



November 12, 2002



by and between



NEXTEL TELECOMUNICAÇÕES LTDA.



MOTOROLA CREDIT CORPORATION



and



CITIBANK, N.A., as Collateral Agent













 








 




TABLE OF CONTENTS




	 	 	 	 	 	 
	SECTION 1. DEFINITIONS
	 	 	3	 
	 	Section 1.01. Defined Terms
	 	 	3	 
	 	Section 1.02. Interpretation
	 	 	22	 
	 	Section 1.03. Accounting Principles and Terms
	 	 	23	 
	 	Section 1.04. Assignment of EFA
	 	 	23	 
	SECTION 2. OUTSTANDING ADVANCES
	 	 	23	 
	 	Section 2.01. Financing Note
	 	 	23	 
	 	Section 2.02. Repayment of Principal of Advances
	 	 	23	 
	 	Section 2.03. Prepayments
	 	 	23	 
	 	Section 2.04. Interest
	 	 	25	 
	 	Section 2.05. Payments
	 	 	26	 
	 	Section 2.06. Use of Proceeds
	 	 	27	 
	 	Section 2.07. Change in Law
	 	 	27	 
	 	Section 2.08. Illegality
	 	 	27	 
	SECTION 3. FUNDING AND PROTECTION
	 	 	28	 
	 	Section 3.01. Taxes, Duties, Fees and Charges
	 	 	28	 
	 	Section 3.02. Change in Circumstances
	 	 	28	 
	SECTION 4. EXPENSES; INDEMNIFICATION; FEES
	 	 	29	 
	 	Section 4.01. Expenses
	 	 	29	 
	 	Section 4.02. Indemnification
	 	 	30	 
	SECTION 5. GUARANTEES
	 	 	31	 
	 	Section 5.01. Guarantees
	 	 	31	 
	 	Section 5.02. Execution of documents by Collateral Agent
	 	 	31	 
	SECTION 6. SECURITY
	 	 	31	 
	 	Section 6.01. Security
	 	 	31	 
	 	Section 6.02. Execution of documents by Collateral Agent
	 	 	34	 
	 	Section 6.03. The Collateral Agent
	 	 	34	 
	SECTION 7. REPRESENTATIONS AND WARRANTIES
	 	 	34	 
	 	Section 7.01. Organization
	 	 	35	 
	 	Section 7.02. Power; Authority
	 	 	35	 
	 	Section 7.03. Governmental Approvals; Licenses
	 	 	36	 
	 	Section 7.04. Execution, Enforceability, Violation of Law and Agreements
	 	 	37	 



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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 
	 	Section 7.05. Financial Statements; Business Plan
	 	 	38	 
	 	Section 7.06. Taxes
	 	 	39	 
	 	Section 7.07. Properties
	 	 	39	 
	 	Section 7.08. Compliance with Laws
	 	 	40	 
	 	Section 7.09. Intellectual Property
	 	 	41	 
	 	Section 7.10. Burdensome Documents; Agreements with Affiliates;
Other Agreements
	 	 	41	 
	 	Section 7.11. Security Documents
	 	 	42	 
	 	Section 7.12. Judgments, Actions, Proceedings
	 	 	42	 
	 	Section 7.13. No Defaults
	 	 	42	 
	 	Section 7.14. Strikes
	 	 	42	 
	 	Section 7.15. Sufficiency of System Documents
	 	 	42	 
	 	Section 7.16. Delivery of System Documents and Licenses
	 	 	43	 
	 	Section 7.17. Accuracy of Information
	 	 	43	 
	 	Section 7.18. Business
	 	 	43	 
	 	Section 7.19. Survival of Representations and Warranties
	 	 	44	 
	 	Section 7.20. ERISA
	 	 	44	 
	 	Section 7.21. Regulation
	 	 	44	 
	 	Section 7.22. Use of Proceeds
	 	 	44	 
	 	Section 7.23. Investment Company
	 	 	45	 
	 	Section 7.24. Bank Accounts
	 	 	45	 
	 	Section 7.25. Inactive Foreign Affiliates
	 	 	45	 
	 	Section 7.26. Construction of the System
	 	 	45	 
	 	Section 7.27. Guarantees and Security Documents
	 	 	45	 
	 	Section 7.28. Lease Agreements
	 	 	45	 
	SECTION 8. AFFIRMATIVE COVENANTS
	 	 	45	 
	 	Section 8.01. Performance of Obligations
	 	 	45	 
	 	Section 8.02. Annual Financial Statements
	 	 	46	 
	 	Section 8.03. Quarterly Financial Statements
	 	 	47	 
	 	Section 8.04. Other Information
	 	 	48	 
	 	Section 8.05. Access to Books; Inspections
	 	 	50	 
	 	Section 8.06. Governmental Approvals
	 	 	51	 
	 	Section 8.07. Insurance
	 	 	51	 



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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 
	 	Section 8.08. Continuance of Business
	 	 	51	 
	 	Section 8.09. Maintenance and Repairs
	 	 	52	 
	 	Section 8.10. Compliance with Law
	 	 	52	 
	 	Section 8.11. Notices
	 	 	54	 
	 	Section 8.12. Further Assurances
	 	 	55	 
	 	Section 8.13. Restricted Assets
	 	 	57	 
	 	Section 8.14. Maintenance of Licenses
	 	 	58	 
	 	Section 8.15. Financial Covenants
	 	 	58	 
	 	Section 8.16. Adult Content
	 	 	62	 
	 	Section 8.17. Translation and Registration
	 	 	62	 
	 	Section 8.18. Foreign Resident Account
	 	 	62	 
	 	Section 8.19. Update of Security Documents
	 	 	62	 
	 	Section 8.20. NII Covenants under MEFA
	 	 	63	 
	 	Section 8.21. Trademark Agreement
	 	 	63	 
	 	Section 8.22. Disposition of Certain Assets
	 	 	63	 
	 	Section 8.23. Bank Account Control Agreements
	 	 	64	 
	 	Section 8.24. Location of Pledged Assets
	 	 	64	 
	 	Section 8.25. Share Voting Agreements
	 	 	64	 
	SECTION 9. NEGATIVE COVENANTS
	 	 	64	 
	 	Section 9.01. Indebtedness
	 	 	64	 
	 	Section 9.02. Guarantees
	 	 	64	 
	 	Section 9.03. Transfer
	 	 	65	 
	 	Section 9.04. Liens
	 	 	65	 
	 	Section 9.05. Mergers; Acquisitions
	 	 	65	 
	 	Section 9.06. Distributions; Redemptions
	 	 	66	 
	 	Section 9.07. Stock Issuance
	 	 	66	 
	 	Section 9.08. Amendment of Documents and Organization
	 	 	66	 
	 	Section 9.09. Loans; Advances; Investments
	 	 	67	 
	 	Section 9.10. Use of Funds
	 	 	67	 
	 	Section 9.11. Transactions with Affiliates
	 	 	67	 
	 	Section 9.12. Changes in Business
	 	 	68	 
	 	Section 9.13. Prepayments
	 	 	68	 
	 	Section 9.14. Additional System Documents
	 	 	68	 



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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 
	 	Section 9.15. ERISA Obligations
	 	 	69	 
	 	Section 9.16. Sale and Leaseback Transactions
	 	 	69	 
	 	Section 9.17. New Subsidiaries
	 	 	69	 
	 	Section 9.18. Restricted Assets
	 	 	69	 
	 	Section 9.19. Bank Accounts
	 	 	69	 
	 	Section 9.20. Bankruptcy
	 	 	69	 
	SECTION 10. CONDITIONS PRECEDENT; CLOSING DELIVERIES
	 	 	70	 
	 	Section 10.01. Conditions to Effectiveness of Amendment and Restatement
	 	 	70	 
	 	Section 10.02. Closing Date Deliveries
	 	 	70	 
	SECTION 11. EVENTS OF DEFAULT
	 	 	77	 
	 	Section 11.01. Events of Default
	 	 	77	 
	 	Section 11.02. Remedies
	 	 	82	 
	 	Section 11.03. Cumulative Rights
	 	 	84	 
	 	Section 11.04. Waiver of Demand
	 	 	84	 
	 	Section 11.05. Waiver of Notice
	 	 	84	 
	 	Section 11.06. Waiver of Jury Trial
	 	 	85	 
	SECTION 12. MISCELLANEOUS
	 	 	85	 
	 	Section 12.01. Waiver of Sovereign Immunity
	 	 	85	 
	 	Section 12.02. Venue for Suit
	 	 	85	 
	 	Section 12.03. Governing Law
	 	 	86	 
	 	Section 12.04. Severability of Provisions
	 	 	86	 
	 	Section 12.05. Binding Effect; Assignment
	 	 	86	 
	 	Section 12.06. Entire Agreement; Amendments
	 	 	87	 
	 	Section 12.07. Notices
	 	 	87	 
	 	Section 12.08. Right of Set-Off
	 	 	88	 
	 	Section 12.09. Counterparts
	 	 	88	 
	 	Section 12.10. Proposed Consolidation
	 	 	89	 
	 	Section 12.11. Confidentiality
	 	 	89	 
	 	Section 12.12. Term of Agreement
	 	 	89	 
	 	Section 12.13. MEFA Termination
	 	 	89	 



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	 	a.	 	 	Schedules to EFA
	 	 	 	 
	 	 	 	 	Schedule 1.01(a):
	 	Foreign Affiliates
	 	 	 	 	Schedule 1.01(b):
	 	[reserved]
	 	 	 	 	Schedule 1.01(c):
	 	Description of Proposed Consolidation (including Persons to be merged)
	 	 	 	 	Schedule 1.02:
	 	Restricted Assets
	 	 	 	 	Schedule 1.03:
	 	Other Credit Parties
	 	 	 	 	Schedule 5.01:
	 	Guarantors
	 	 	 	 	Schedule 6.01:
	 	Security Agreements, Pledge Agreements and Mortgages
	 	 	 	 	Schedule 7.01(a):
	 	Credit Party Structure; Ownership; Subsidiaries
	 	 	 	 	Schedule 7.01(b):
	 	Qualification Jurisdictions
	 	 	 	 	Schedule 7.03(a):
	 	Governmental Approvals
	 	 	 	 	Schedule 7.03(b):
	 	Licenses
	 	 	 	 	Schedule 7.04:
	 	Violation of Law
	 	 	 	 	Schedule 7.05(a):
	 	Material Adverse Events
	 	 	 	 	Schedule 7.05(b):
	 	Contingent Liabilities
	 	 	 	 	Schedule 7.09:
	 	Intellectual Property
	 	 	 	 	Schedule 7.10:
	 	Management Agreements; Affiliate Transactions
	 	 	 	 	Schedule 7.12:
	 	Litigation
	 	 	 	 	Schedule 7.24:
	 	Bank Accounts
	 	 	 	 	Schedule 7.28
	 	Lease Agreements
	 	 	 	 	Schedule 8.07(a):
	 	General Insurance Requirement
	 	 	 	 	Schedule 8.07(b):
	 	Political Risk Insurance
	 	 	 	 	Schedule 8.12(b):
	 	Mortgaged Property
	 	b.	 	 	Exhibits to EFA
	 	 	 	 
	 	 	 	 	Exhibit A:
	 	Approved Business Plan
	 	 	 	 	Exhibit B:
	 	Form of Financing Note
	 	 	 	 	Exhibit C:
	 	Form of Guarantee
	 	 	 	 	Exhibit D:
	 	Invested Capital
	 	 	 	 	Exhibit E:
	 	Form of Security Deposit Agreement
	 	 	 	 	Exhibit F:
	 	[Reserved]
	 	 	 	 	Exhibit G-1:
	 	Form of Legal Opinion of Brazilian counsel to Company
	 	 	 	 	Exhibit G-2:
	 	Form of Legal Opinion to U.S. counsel to Company
	 	 	 	 	Exhibit H:
	 	Form of Collateral Report
	 	 	 	 	Exhibit I:
	 	Form of Share Pledge Agreement
	 	 	 	 	Exhibit J:
	 	Form of Security Agreement
	 	 	 	 	Exhibit K:
	 	Form of Bank Account Control Agreement
	 	 	 	 	Exhibit L:
	 	Form of Quota Pledge Agreement
	 	 	 	 	Exhibit M:
	 	Form of Quota Voting Agreement
	 	 	 	 	Exhibit N:
	 	Form of Trademark Assignment Agreement
	 	 	 	 	Exhibit O:
	 	Form of Mortgage
	 	 	 	 	Exhibit P:
	 	[Reserved]
	 	 	 	 	Exhibit Q:
	 	Form of Share Voting Agreement



-v-








 




	 	 	 	 	 	 	 	 	 
	 	c.	 	Annexes to EFA
	 	 	 	 
	 	 	 	 	Annex A:
	 	Assets Excluded from
Permitted Sale—Leaseback Transactions
	 	 	 	 	Annex B:
	 	Terms for Permitted
Sale—Leaseback Transactions
	 	 	 	 	Annex C:
	 	Terms for Financing Method Obligations



-vi-








 



     This SECOND AMENDED AND RESTATED EQUIPMENT FINANCING AGREEMENT, dated as
of November 12, 2002 (as the same may be further amended, modified or
supplemented from time to time, this “Agreement”), by and between Nextel
Telecomunicações Ltda., a Brazilian limited liability company with its
principal office located at Av. Maria Coelho Aguiar, 215, Bloco D, 6th floor,
São Paulo, SP (the “Borrower”), McCaw International (Brazil), Ltd., a company
organized under the laws of the Commonwealth of Virginia, with its principal
office at 10070 Parkridge Blvd., Suite 600, Reston, Virginia 20191 (the
“Company”), Motorola Credit Corporation, a Delaware corporation (the
“Creditor”) and Citibank, N.A., a national banking association, not in its
individual capacity, but solely in its capacity as the Collateral Agent under
the Intercreditor Agreement (as defined below) (“Collateral Agent”).


WITNESSETH:



     WHEREAS, (i) with respect to São Paulo, Brazil, the Company is party to an
Integrated Digital Enhanced Network Equipment Purchase Agreement dated as of
March 21, 1997, as amended, by and between Motorola, Inc., a Delaware
corporation (the “Vendor”), and the Company (as the same may be further
amended, modified and supplemented from time to time, the “São Paulo iDEN
Equipment Agreement”), along with the Integrated Digital Enhanced Network
Installation and Optimization Agreement dated as of March 21, 1997, as amended,
by and between the Vendor and the Company (the “São Paulo Installation and
Optimization Agreement”), and (ii) with respect to Rio de Janeiro, Brazil, the
Company is party to an Integrated Digital Enhanced Network Equipment Purchase
Agreement dated as of May 9, 1997, as amended, by and between Vendor and the
Company (as the same may be further amended, modified and supplemented from
time to time, the “Rio iDEN Equipment Agreement”), along with the Integrated
Digital Enhanced Network Installation and Optimization Agreement dated as of
May 9, 1997, as amended, by and between the Vendor and the Company (together
with the São Paulo iDEN Equipment Agreement, the São Paulo Installation and
Optimization Agreement and the Rio iDEN Equipment Agreement, as the same may be
further amended, modified and supplemented from time to time, and together with
any other similar agreements entered into between the Company and the Vendor
for the purchases of iDEN equipment and services for use in Brazil,
collectively, the “iDEN Equipment and Services Agreements”);


     WHEREAS, the Company has entered into (i) a Conditional Sale Agreement
dated as of October 31, 1997, by and between the Company and Nextel S.A., a
company organized under the laws of Brazil formerly named AirLink S.A. (“Nextel
S.A.”), pursuant to which the Company has agreed to extend credit to Nextel
S.A. for the purchase of certain iDEN and non-iDEN equipment in an aggregate
amount not exceeding $144,621,751.44 (as amended, including an amendment on the
date hereof, modified and supplemented, the “Conditional Sale Agreement No. 1”)
and (ii) a Conditional Sale Agreement, dated as of October 31, 1997, by and
between the Company and Nextel S.A. pursuant to which the Company has agreed to
extend credit to Nextel S.A. for the purchase of certain iDEN and non-iDEN
equipment in an aggregate amount not exceeding $103,193,135.28 (as amended,
including an amendment on the date hereof, modified and supplemented from time
to time, the “Conditional Sale Agreement No. 2”);


-1-








 


     WHEREAS, Nextel S.A. is a Subsidiary of the Company and the Borrower is a
Subsidiary of Nextel S.A.;


     WHEREAS, the Company has heretofore entered into an Equipment Financing
Agreement, dated as of October 31, 1997 with the Creditor (as amended, modified
or supplemented prior to the First Amended EFA (hereinafter defined), the
“Original EFA”) pursuant to which the Company requested that the Creditor
provide Advances (as defined in the Original EFA) in the principal amount not
exceeding the least of (i) $125,000,000, (ii) the aggregate purchase price
(excluding import taxes and/or duties) for all equipment and services purchased
pursuant to the iDEN Equipment and Services Agreements, (iii) the Maximum Total
Advance Cap and (iv) the Maximum Total Foreign Advance Cap (as such terms were
defined in the Original EFA) (such lesser amount being defined under the
Original EFA as the “Commitment”) to finance the Company’s purchase of iDEN (as
hereinafter defined) equipment and services pursuant to the iDEN Equipment and
Services Agreements;


     WHEREAS, the Company thereafter entered into an amendment and restatement
of the Original EFA pursuant to that certain Amended and Restated Equipment
Financing Agreement, dated as of April 28, 2000 between the Company and the
Creditor (as heretofore amended, modified or supplemented, the “First Amended
EFA”);


     WHEREAS, as of the date hereof, an aggregate principal amount of
$100,000,000 of Advances (as defined in the Original EFA and including the
Final Advance, as defined in the First Amended EFA) have been made and remain
outstanding under the First Amended EFA and such principal amount shall be
amended to $103,193,135.28;


     WHEREAS, on May 24, 2002, the Company’s indirect 100% owner, NII Holdings,
Inc., a Delaware corporation (“NII”), sought to reorganize, together with NII
Holdings (Delaware), Inc. (together with the Company, the “Debtors”), in a
jointly administered case under Chapter 11 of the United States Bankruptcy
Code;


     WHEREAS, on October 28, 2002, the Debtors’ Revised Third Amended Joint
Plan of Reorganization of NII Holdings, Inc. and NII Holdings (Delaware), Inc.
was confirmed by the United States Bankruptcy Court, District of Delaware (the
“Reorganization Plan”);


     WHEREAS, pursuant to the Reorganization Plan, the Creditor has agreed to
make certain modifications to the obligations under the First Amended EFA and
to enter into certain intercreditor arrangements with other creditors of NII
and the Company and their respective Subsidiaries;


     WHEREAS, the Company has agreed to assign the First Amended EFA to the
Borrower;


     WHEREAS, the Borrower has agreed to amend the payment dates and interest
under the Conditional Sale Agreement No. 1 and under the Conditional Sale
Agreement No. 2 and the Company has agreed that the Collateral Agent will
receive all payments under the Conditional Sale Agreement No. 1 and under the
Conditional Sale Agreement No. 2 until all obligations


-2-








 




under this Agreement, the MEFA and the New Senior Notes as described in
the Intercreditor Agreement (as defined below) are satisfied; and


     WHEREAS, pursuant to the Reorganization Plan, the Creditor, the Borrower,
and the Company have agreed to amend and restate in its entirety the First
Amended EFA as hereinafter set forth in order to accomplish the foregoing.


     NOW, THEREFORE, in consideration of the premises and in order to induce
the Creditor to enter into the agreements referred to herein, the parties agree
to amend and restate the First Amended EFA in its entirety as follows:



     SECTION 1. DEFINITIONS



     Section 1.01. Defined Terms. In addition to the terms defined above, when
used in this Agreement, the following terms shall have the following meanings:


     “Additional System Documents” means all contracts and agreements related
to the construction, maintenance, repair or operation of the System or the
Telecommunications Business entered into by the Borrower, the Company, NII or
any Foreign Affiliate subsequent to the Original Closing Date (i) in
replacement of an existing System Document or (ii) which, if terminated, could
reasonably be expected to have a Material Adverse Effect or (iii) having an
aggregate net present value or cost in excess of $10,000,000.


     “Adjusted Consolidated Fixed Charges” means, as to any Person and for any
period, without duplication, the difference of (a) the sum of the following:
(i) the total interest expense for such Person and its Subsidiaries on a
consolidated basis for such period (including, without limitation, all interest
expense on Capital Lease Obligations), (ii) the scheduled principal amount of
all amortization payments on all Indebtedness for borrowed money of such Person
and its Subsidiaries on a consolidated basis for such period, other than
payments in respect of Permitted Indebtedness of the type described in clause
(b) of the definition thereof for such period which arise from handset
purchases and which are owed to a Motorola Entity, (iii) all payments made
under capitalized leases (except for any such payments covered by clause (i) of
this definition), (iv) all payments made under Hedge Agreements, and (v) to the
extent not already included in clauses (i), (ii), (iii) or (iv) above, all
payments made or due and owing during such period in respect of Financing
Method Obligations minus (b) all payments received under Hedge Agreements.


     “Advance” means all advances made by the Creditor to the Company pursuant
to the Original EFA or the First Amended EFA (including, without limitation,
the “Final Advance” under and as defined in the First Amended EFA); it being
understood that the Creditor has no obligation, commitment or undertaking to
make any additional advances hereunder and that all references to Advances
herein, unless otherwise specified, refer to loans and advances heretofore made
pursuant to the Original EFA or the First Amended EFA.


     “Affiliate” means with respect to any Person, any other Person (i) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such first Person, (ii) which
beneficially owns or holds 5% or more of any class of


-3-








 




 the Voting Stock of such first Person, or (iii) whereby 5% or more of the
Voting Stock (or in the case of a Person which is not a corporation, 5% or more
of the equity interest) of such other Person is beneficially owned or held by
such first Person or by a Subsidiary of such first Person. term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of Voting Stock, by contract or otherwise.


     “Agreement” means this Second Amended and Restated Equipment Financing
Agreement.


     “AIG” means American International Group.


     “AIG Policy” means the Contract of Lender’s Insurance Against
Inconvertibility, Expropriation and Political Violence between National Union
Fire Insurance of Pittsburgh, PA, the Company and the Creditor and any
subsequent endorsements and amendments thereto.


     “AirFone Holdings” means AirFone Holdings, Inc.


     “Applicable Margin” means (i) with respect to any LIBOR Advance 4.63% per
annum, and (ii) with respect to any Prime Advance 2.5% per annum.


     “Approved Business Plan” means the quarterly business plan of the Company
and the Borrower for a nationwide iDEN system in Brazil dated July 26, 2002
(and delivered to the Creditor prior to the date of this Agreement) as the same
may be modified pursuant to Section 8.04 hereof. The current Approved Business
Plan as of the date hereof is attached hereto as Exhibit A.


     “Arm’s-Length Affiliate” has the meaning ascribed to such term in Section
9.11 hereof.


     “Authorized Officer” means (a) with respect to any Person that is a
corporation, the President, Vice President or Treasurer of such Person, (b)
with respect to any Person that is a partnership, the President, Vice President
or Treasurer of a general partner of such Person, in each case whose names
appear on a certificate of incumbency of such Person delivered concurrently
with the execution of this Agreement, or (c) with respect to Brazilian limited
liability companies, the delegate manager or managing quotaholder.


     “Bank Account Control Agreement” has the meaning ascribed to such term in
subsection 6.01(a)(i)(A) hereof executed by those Persons indicated on Schedule
6.01 hereto.


     “Benefited Parties” has the meaning given such term in the Intercreditor
Agreement.


     “Borrower” means Nextel Telecomunicações Ltda., a Brazilian limited
liability company (formerly known as Air Fone Comércio e Serviços de Radiofonia
Móvel Ltda.), and the survivor of mergers in July 1999 with (i) Via Rádio
Administração e Participações Ltda., a Brazilian limited liability company,
(ii) Via Rádio-1 Telecomunicaçoes Ltda., a Brazilian limited liability company,
(iii) MCS Radio Telefonia Ltda., a Brazilian limited liability company, (iv)
SOW


-4-








 




 Comércio e Serviços de Telefonia Móvel Ltda., a Brazilian limited
liability company, (v) Rádio Telecomunicaçoes do Brazil Ltda., a Brazilian
limited liability company, and (vi) ATG Telecomunicaçoes e Comércio Ltda., a
Brazilian limited liability company.


     “Borrower Guaranty Obligations” means the guaranty of the obligations of
the borrowers under the MEFA and of NII Cayman under the New Senior Notes as
described in the Guarantee executed by the Borrower.


     “Business Day” means (i) any day other than Saturday, Sunday or any other
day on which commercial banks in New York City or São Paulo are authorized or
required under the laws of the State of New York or Brazil, respectively, or
pursuant to other government action to close, and (ii) with respect to all
notices and determinations in connection with any payment of principal and
interest on LIBOR Advances, any day which satisfies the conditions set forth in
clause (i) above and which is also a day for trading by and between banks for
U.S. dollar deposits in the London interbank market.


     “Capex” means, for any period, the aggregate of all cash expenditures
(including, in all events, all amounts expended in connection with Capital
Lease Obligations but excluding any amount representing the interest component
thereof) made on account of property, plant, equipment or similar assets during
such period by the Borrower, the Company and the Foreign Affiliates, including
the purchase price paid in connection with any spectrum purchases whether such
amounts are allocable to property, assets, plant or equipment.


     “Capital Lease Obligations” means the obligations of a Person and its
Subsidiaries (determined on a consolidated basis (without duplication) in
accordance with GAAP) to pay rent or other amounts under any leases for real or
personal property which obligations are required to be classified and accounted
for as capital leases in accordance with GAAP including, without limitation,
all Financing Method Obligations and all Permitted Sale-Leaseback Obligations
(whether or not so classified in accordance with GAAP.).


     “Closing Date” means November 12, 2002.


     “Code” means the Internal Revenue Code of 1986, as it may be amended from
time to time, and the regulations promulgated thereunder.


     “Collateral” means all real and personal property, whether owned or leased
(including, without limitation, the System Documents (excluding the Excluded
Leases), the Licenses and Governmental Approvals) which are subject to the
security interests or Lien granted by any of the Security Documents in each
case except to the extent they are Restricted Assets or Immaterial Assets.


     “Collateral Agent” has the meaning ascribed to such term in the Preamble
hereto and as further defined in the Intercreditor Agreement.


     “Collateral Report” means a report delivered pursuant to Section 8.04 in
the form of Exhibit H hereto.


-5-








 


     “Company” means McCaw International (Brazil), Ltd., a corporation
organized under the laws of the Commonwealth of Virginia.


     “Conditional Sale Agreement No. 1” has the meaning ascribed to such term
in the second preamble hereof.


     “Conditional Sale Agreement No. 2” has the meaning ascribed to such term
in the second preamble hereof.


     “Conditional Sale Agreements” means collectively, Conditional Sale
Agreement No. 1 and Conditional Sale Agreement No. 2.


     “Conditional Sale Notes” means collectively (i) the promissory note issued
by the Borrower in favor of the Company in connection with the Conditional Sale
Agreement No. 1 in the principal amount of $144,621,751.44 and (ii) the
promissory note issued by the Borrower in favor of the Company in connection
with the Conditional Sale Agreement No. 2 in the principal amount of
$103,193,135.28.


     “Consents to Assignments” means a collective reference to each consent
executed and delivered by a System Party in connection with each System
Document other than the Excluded Leases.


     “Consolidated Entity” means the Foreign Affiliate holding all of the
Licenses after the consummation of the Proposed Consolidation (x) which entity
has no creditors except to the extent permitted by the definition of Permitted
Indebtedness, and (y) of which entity the Company shall directly own (on a
fully diluted basis) more than 50% of the Voting Stock and more than 50% of the
economic interests and which entity the Company shall otherwise Control.


     “Consolidated Fixed Charges” means, as to any Person and for any period,
without duplication, the difference of (a) the sum of the following: (i) the
total interest expense for such Person and its Subsidiaries on a consolidated
basis for such period (including, without limitation, all interest expense on
Capital Lease Obligations), (ii) the scheduled principal amount of all
amortization payments on all Indebtedness for borrowed money of such Person and
its Subsidiaries on a consolidated basis for such period, (iii) all payments
made under capitalized leases (except for any such payments covered by clause
(i) of this definition), (iv) all payments made under Hedge Agreements, and (v)
to the extent not already included in clauses (i), (ii), (iii) or (iv) above,
all payments made or due and owing during such period in respect of Financing
Method Obligations minus (b) all payments received under Hedge Agreements.


     “Control” means at any time, the possession (on a fully diluted basis),
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of Voting
Stock, by contract or otherwise.


     “Controlled Group” means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which as of the


-6-








 




 relevant date, together with the Company, are treated as a single employer
under Section 414(b) or 414(c) of the Code or Section 4001(b)(1) of ERISA.


     “could reasonably be expected” means the reasonable expectation, as would
be determined by a prudent Person, familiar with the general substance at
issue, in like circumstances with the Person making the decision.


     “Credit Documents” means, individually and collectively, this Agreement,
the Financing Note, the Security Documents, the Guarantees and each other
document entered into pursuant to this Agreement and listed by Person on
Schedule 6.01 attached hereto.


     “Credit Party” means the Borrower, the Company, any Foreign Affiliate and,
solely with respect to Sections 7, 8, 11, and 12, NII.


     “Creditor” means Motorola Credit Corporation, a corporation organized
under the laws of the State of Delaware, United States of America.


     “Debtors” has the meaning ascribed to such term in the seventh preamble
hereof.


     “Default” means any event, occurrence, factual or legal condition which,
if continued uncured or unchanged would, with the passage of time or the giving
of notice or both, become or constitute an Event of Default.


     “Dollars” and the sign “$” mean the lawful money of the United States of
America.


     “EBITDA” means, as to any Person and for any period, the net income of
such Person and its Subsidiaries as measured in accordance with GAAP on a
consolidated basis for such period, plus interest expense, minus interest
income, plus (or minus, in the case of income tax benefits) provision for
taxes, minus (or plus, in the case of a loss) extraordinary gains or losses
(including non-cash impairment and restructuring charges associated with the
Debtors’ bankruptcy cases), to the extent not covered by GAAP, minus (or plus,
in the case of a loss) financial gains or losses, or gains or losses from sales
of assets (other than sales of inventory in the ordinary course of their
respective businesses), plus amortization and depreciation charges plus (or
minus, in the case of losses) minority interest in the net income or losses of
consolidated Subsidiaries, minus (or plus, in the case of a loss) income or
losses from equity method investments, minus (or plus, in the case of a loss)
any inflationary adjustments, to the extent not covered by GAAP, including (i)
monetary correction gain or loss, (ii) foreign exchange gain or loss, and (iii)
inflationary income statement adjustments to revenues or expenses.


     “Effective Date” means the date on which all of the conditions in Sections
10.01 hereof have been satisfied; provided that in order for this Agreement to
become effective such conditions must be satisfied on or prior to December 30,
2002.


     “Environmental Laws” means any and all governmental statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, guidelines, interpretations,
policies, agreements or other Restrictions or requirements (herein,


-7-








 




 “laws and regulations”) relating to Materials of Environmental Concern or
protection of human or animal health or the environment (including, without
limitation, ambient air, indoor air, surface water, ground water, land surface
or sub-surface strata), including, without limitation, laws and regulations
relating to emissions, discharges, health or safety, noise abatement, releases
or threatened releases of Materials of Environmental Concern or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, recycling, reporting or handling of Materials of
Environmental Concern, and all such laws and regulations that may be enacted in
the future.


     “Environmental Matters” has the meaning ascribed to such term in
subsection 7.08(d) hereof.


     “ERISA” means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time, and the regulations promulgated thereunder.


     “Event of Abandonment” means the abandonment of the System or the
Telecommunications Business or cessation of the operation of the System or the
Telecommunications Business which reasonably indicates to the Creditor that the
Company intends to abandon the System or the Telecommunications Business.


     “Event of Default” means any of the events specified in Section 11.01
hereof or, if applicable, Section 12.13 hereof.


     “Excess Cash Flow” means, for any period, an amount equal to (i) EBITDA of
the Company for such period, minus (ii) the actual capital expenditures of the
Company for such period or 110% of the Capex for such period contained in the
Approved Business Plan, whichever is less, plus (iii) the decrease in the value
added tax credit account of the Company during such quarter, minus (iv) the
increase in the value added tax credit account of the Company during such
quarter, minus (v) the sum of (A) the aggregate Consolidated Fixed Charges, (B)
taxes accrued and (C) voluntary prepayments made hereunder (in each case during
such period) plus (vi) cash contributions to the equity plus (vii) to the
extent included in (v) above, prepayments in respect of Permitted Handset
Obligations.


     “Excluded Leases” means those leases entered into prior to October 31,
1997, and any other Leases which NII, the Company, the Borrower or any Foreign
Affiliate shall not be permitted to assign to the Creditor, notwithstanding
their exercise of good faith and commercially reasonable efforts in accordance
with the provisions of Section 8.12(e) hereof.


     “Financing Method Obligations” means any and all Indebtedness and
obligations incurred by any of the Credit Parties that, in accordance with
GAAP, are required to be classified using the financing method, but only to the
extent that such Financing Method Obligations are incurred: (i) with respect
to assets of the type set forth on Annex A hereto; and (ii) in accordance with
the material terms and conditions described on Annex C hereto.


     “Financing Note” has the meaning ascribed to such term in Section 2.01
hereof.


-8-








 


     “First Amended EFA” has the meaning ascribed to such term in the fifth
Preamble hereof.


     “Fixed Charge Coverage Ratio” means, as at any date, the ratio (for the
then ending or most recently ended fiscal quarter of the Company) of (a) (i)
EBITDA for such quarter, plus the decrease in the value added tax credit
account of the Company during such quarter, plus any capital contributions to
the extent such contributions were used to pay Adjusted Consolidated Fixed
Charges minus (ii) the increase in the value added tax credit account of the
Company during such quarter to (b) Adjusted Consolidated Fixed Charges for such
quarter.


     “Foreign Affiliate” means, with respect to the Borrower and the Company,
those Affiliates listed on Schedule 1.01(a) hereto, each entity created or
acquired pursuant to Section 9.05 or 9.12 hereof, any other Subsidiary of the
Borrower or the Company that executes a Credit Document.


     “Foreign Resident Account” means the non-resident account according to the
Brazilian Central Bank Circular 2677, April 10, 1996, established by the
Company in its own name with Banco Itau S.A., Branch No. 1248, account No.
06328-9, for the benefit of the Creditor under Section 8.22 of the Original
EFA.


     “GAAP” means generally accepted accounting principles used, from time to
time, in the United States of America.


     “Governmental Approval” means any authorization, consent approval,
license, franchise, concession, lease, ruling, permit, certification,
exemption, filing or registration by or with any Governmental Authority or
legal or administrative body reasonably desirable, or necessary, for the
design, location, construction, completion, ownership, operation, repair or
maintenance of the System or the Telecommunications Business, authority to
conduct business, the execution and delivery of the Credit Documents, the
making of Advances or the creation and perfection of the Liens contemplated by
the Security Documents.


     “Governmental Authority” means any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative authority or functions of
or pertaining to government.


     “Governmental Rule” means any statute, law, regulation, ordinance, rule,
judgment, order, writ, decree, directive, guideline, policy or requirement, or
any similar form of decision of or determination by, or any interpretation or
administration of, any of the foregoing by, any Governmental Authority
(including, without limitation, any Environmental Law), whether now or
hereafter in effect.


     “Guarantees” has the meaning ascribed to such term in Section 5.01 hereof.


     “Guarantors” collectively refers to the Borrower (in respect of its
Guaranty of the MEFA and the Indebtedness in respect of the New Senior Notes)
and the Persons listed on Schedule 5.01.


-9-








 


     “Hedge Agreement” means an interest rate swap, cap, floor or collar
agreement, any spot or forward contracts, interest rate future or option
contracts, currency swap agreements, commodities future contracts, currency
future or option contracts, as the same shall be modified and supplemented and
in effect from time to time.


     “iDEN” means the Integrated Digital Enhanced Network created by the
Motorola Entities.


     “iDEN Equipment and Services Agreements” has the meaning ascribed to such
term in the first preamble hereof.


     “Immaterial Assets” means motor vehicles and immaterial assets, in each
case (i) having a fair market value of not more than $50,000 and an aggregate
value at any time of not more than 1% of the fair market value of all assets
owned by the Borrower, the Company and the Foreign Affiliates, and (ii) that
are not essential for the operation of the Borrower, the Company or any Foreign
Affiliate or the operation of the System or the Telecommunications Business.


     “Indebtedness” means, with respect to any Person, (a) all indebtedness of
such Person for borrowed money (whether by loan or the issuance and sale of
debt securities), (b) all obligations of such Person to pay the deferred and
unpaid purchase price of property or services excluding current trade payables
incurred in the ordinary course of business of such Person which are due less
than three (3) months after the date of invoice, (c) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (d)
the obligations of such Person under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the types referred to in clauses (a) and (c) above,
(e) all obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for
the account of such Person (including reimbursement obligations with respect
thereto), but excluding (i) letters of credit including trade letters of credit
securing obligations (other than obligations described in (a), (b), (c) and (d)
above and (f), (g) and (h) below) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon
or, if drawn upon, to the extent such drawing is reimbursed no later than the
third Business Day following receipt by such Person of a demand for
reimbursement and (ii) letters of credit secured by cash which is deposited in
a segregated account held by a non-affiliate of such Person, (f) all
indebtedness of others secured by a Lien on any asset of such Person whether or
not such indebtedness is assumed by such Person; provided that in the case
where such Person has no obligation with respect to the Indebtedness of such
other Person other than such Lien, the amount of Indebtedness shall be the
lesser of (i) the fair market value of such asset at such date of determination
and (ii) the amount of such Indebtedness, (g) all Capital Lease Obligations,
and (h) to the extent not otherwise included in this definition, all
obligations in respect of Hedge Agreements.


     “Information” has the meaning ascribed to such term in Section 12.11
hereof.


     “Initial Funding Date” means December 1, 1997.


-10-








 


     “Intellectual Property” has the meaning ascribed to such term in Section
7.09 hereof.


     “Intercreditor Agreement” means the Intercreditor Agreement dated as of
November 12, 2002, by and among Motorola Credit Corporation, in its capacity as
the Lender under the MEFA and this Agreement, the Persons listed on Schedule 1
thereto, Wilmington Trust Company, as the NII Indenture Trustee, Citibank,
N.A., as the Collateral Agent and Motorola Credit Corporation, in its capacity
in certain circumstances as the lienholder for the benefit of the Benefited
Parties.


     “Interest Payment Dates” means (i) semi-annually on the Semi-Annual Dates,
and (ii) at any time, in the case of any Advance, upon the payment or
prepayment thereof under Section 2.03 hereof or the conversion thereof into an
Advance of another type pursuant to subsection 2.04(b) hereof (but only on the
principal so prepaid, paid or converted).


     “Interest Period” means with respect to each LIBOR Advance, each six month
period commencing on the date immediately following a Semi-Annual Date and
ending on the next following Semi-Annual Date. Notwithstanding the foregoing,
(i) the final Interest Period shall end on the Maturity Date and (ii) each
Interest Period that would otherwise end on a day that is not a Business Day
shall end on the next succeeding Business Day.


     “Investment” means, with respect to any Person, any loan or advance to
such Person, any purchase or other acquisition of any capital stock,
obligations or other securities of such Person, any capital contribution to
such Person or any other investment in or acquisition of any interest in such
Person.


     “IRS” means the Internal Revenue Service of the United States of America.


     “knowledge” means (a) as it applies to the Borrower, the Company or NII,
the actual knowledge of a Vice President or more senior officer of the
Borrower, the Company or NII, respectively, or any other officer of the
Borrower, the Company or NII, respectively, having responsibility for the
transactions contemplated by the Operative Documents, and (b) as it applies to
Nextel S.A., the actual knowledge of a director or other representative having
management authority; provided, that each of the Borrower, the Company, NII and
Nextel S.A. shall be deemed to have “knowledge” of any matter as to which it
has received written notice from any Governmental Authority, any party to any
System Document or any other Credit Party.


     “Lease Assignment Agreements” means each Lease Assignment Agreement
executed and delivered by a Credit Party in the form of Exhibit M-2 to the
Original EFA (incorporated herein by reference).


     “Leases” mean the various lease agreements executed by the Company or any
of the other Credit Parties in connection with the lease of such interests of
real and personal property as shall be necessary to install, operate and
maintain the System or the Telecommunications Business.


     “LIBOR Advance” means any of the Advances the interest on which is
determined on the basis of rates referred to in the definition of LIBOR Base
Rate.


-11-








 


     “LIBOR Base Rate” means, during an Interest Period for LIBOR Advances, the
rate per annum equal to the rate determined by reference to the LIBOR Page on
the Reuters Monitor Money Rates Services, or any successor thereto as of 11:00
a.m., London, England time two (2) Business Days prior to the beginning of such
Interest Period, for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to the amount of
the LIBOR Advances to be outstanding during such Interest Period (each Interest
Period will be per the definition thereof). If quotes for the foregoing rates
are not available on the Reuters Monitor Money Rates Services or any successor
thereto, the “LIBOR Base Rate” shall mean, during an Interest Period for LIBOR
Advances, the rate of interest per annum determined by the Creditor to be the
weighted average (rounded upwards, if necessary, to the nearest whole multiple
of 1/100 of 1% per annum, if such weighted average is not such a multiple) of
the rates per annum at which deposits in Dollars are offered to major money
center banks in the London interbank market at 11:00 a.m. London time two (2)
Business Days prior to the first day of such Interest Period, in the
approximate amount equal to the principal amount of the LIBOR Advance to be
made by the Creditor for such Interest Period and for a period equal to such
Interest Period.


     “LIBOR Rate” means for any Interest Period therefor, the LIBOR Base Rate
for such Advance for such Interest Period divided by 1 minus the Reserve
Requirement for such Advance for such Interest Period.


     “Licenses” means collectively all those licenses and concessions
permitting the Borrower, the Company and the Foreign Affiliates to conduct a
wide range of mobile radio services, including but not limited to radio
dispatch service, paging, telephone interconnect services, and other mobile
communications, and personal communication services together with any
amendments or changes to each such license that expand the authority of the
Borrower, the Company and the Foreign Affiliates thereunder.


     “Lien” means, with respect to any Person, any security interest, lien,
pledge, mortgage, deed of this charge or encumbrance (including any agreement
to give any of the foregoing), conditional sale agreement, title retention
agreement, finance lease or trust receipt or a consignment or bailment for
security purposes, or other security arrangement or any other arrangement on or
with respect to any asset or revenue of such Person.


     “Major Market Area” means each of the following States in Brazil: São
Paulo, Rio de Janeiro, and the Cities of Campinas, and Santos.


     “Majority-Owned Foreign Affiliate” means each and any of Nextel S.A.,
AirFone Holdings, and any other Foreign Affiliate in which the Borrower, NII or
the Company directly or indirectly through one or more intermediaries
beneficially owns more than 50.0% of the voting stock or equity interest, as
the case may be.


     “Management Agreements” means collectively the Management Agreements
referred to on Schedule 7.10 hereto.


-12-








 


     “Material Adverse Effect” means, generally with respect to any Person,
event or occurrence, a material adverse effect on (i) such Person’s business,
financial condition, assets, properties or operations (including the
construction, completion and operation of the System in the case of the
Company), (ii) such Person’s ability to perform its obligations under the
Operative Documents to which such Person is a party, (iii) the security
interests granted by such Person under the Security Documents, (iv) the System
or (v) such Person’s Licenses or Governmental Approvals. When the term
Material Adverse Effect is applied to the Borrower, the Company and the Foreign
Affiliates, it shall be deemed to apply to the Borrower, the Company and the
Foreign Affiliates taken as a whole (or, after consummation of the Proposed
Consolidation in accordance with this Agreement, the Consolidated Entity, the
Borrower, the Company and any surviving Foreign Affiliates taken as a whole).


     “Materials of Environmental Concern” means chemicals, pollutants,
polychlorinated biphenyls, contaminated wastes, toxic or hazardous substances,
asbestos, petroleum, petroleum products and electromagnetic radiation.


     “Maturity Date” means November 1, 2009, provided, if such date is not a
Business Day, then the Maturity Date shall be the immediately preceding
Business Day.


     “MEFA” means the Master Equipment Financing Agreement, dated as of
November 12, 2002, by and between NII Holdings (Cayman), Ltd., Nextel del Peru,
S.A. (Peru), and Teletransportes Integrales, S.A. de C.V. (Mexico), the lenders
party thereto, Motorola Credit Corporation, as Administrative Agent and
Citibank, N.A., as the Collateral Agent, as heretofore or hereafter amended,
supplemented or otherwise modified.


     “Ministry of Communications” means the Brazilian Ministry of
Communications and its successors.


     “Mortgages” has the meaning ascribed to such term in subsection
6.01(a)(i)(D) hereof executed by the Borrower and those Persons indicated on
Schedule 6.01 hereto.


     “Motorola Entity” means Motorola, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware, United States of
America, and each of its Subsidiaries and their successors and assigns.


     “Net Worth” means, with respect to any Person, the net worth of such
Person as determined in accordance with GAAP.


     “Nextel Chile” means collectively, Multikom S.A., a corporation organized
under the laws of Chile and Centennial Cayman Corp. Chile, S.A., a corporation
organized under the laws of Chile.


     “Nextel S.A.” has the meaning ascribed to such term in the second preamble
hereof.


     “Nextel S.A. Intercompany Services Agreement” has the meaning ascribed to
such term in Section 7.10(d) hereof.


-13-








 



     “New Senior Notes” means those certain new senior secured discount notes
of NII Cayman authorized pursuant to the Reorganization Plan in the aggregate
principal amount, at scheduled maturity, of $180,820,855.


     “New Senior Notes Indenture” means that certain Indenture dated as of
November 12, 2002 among NII Cayman, the guarantors signatory thereto, and
Wilmington Trust Company, a Delaware corporation, as Indenture Trustee.


     “NII” has the meaning ascribed to such term in the seventh Preamble
hereof.


     “NII Cayman” means NII Holdings (Cayman), Ltd., a company incorporated
under the laws of the Cayman Islands.


     “Obligations” means collectively, all of the Indebtedness, liabilities and
obligations of the Borrower to the Creditor, whether now existing or hereafter
arising, whether or not currently contemplated, arising under the Credit
Documents.


     “Operative Documents” means, collectively, the Credit Documents and the
System Documents.


     “OPIC” means Overseas Private Investment Corporation, an agency of the
United States government.


     “OPIC Policy” means the OPIC Contract of Insurance No. E926.


     “Original Closing Date” means October 31, 1997.


     “Original EFA” has the meaning ascribed to such term in the fourth
preamble hereof.


     “Other Credit Parties” means those Persons listed on Schedule 1.03
attached hereto.


     “Payment Date” means each Semi-Annual Date in each year commencing with
the December 31, 2002 Semi-Annual Date.


     “PBGC” means the Pension Benefit Guaranty Corporation or its successor.


     “Permitted Handset Obligations” means all indebtedness for borrowed money
incurred by the Borrower, the Company and any Foreign Affiliate and owing to a
Motorola Entity (or to a Person to whom a Motorola Entity has sold or otherwise
transferred such indebtedness or to a banking institution under a vendor
financing program) in connection with financing the purchase of handsets from a
Motorola Entity for use by subscribers in connection with the System, which
indebtedness (a) does not at any time exceed the invoiced amount of handsets
purchased during the month such determination is made plus the invoiced amount
of handsets purchased during the previous five months, (b) does not mature
prior to 180 days after the incurrence thereof, and (c) is not secured by any
Liens other than Handset Liens.


-14-








 


     “Permitted Indebtedness” means, collectively,



		
	 	     (a) the Obligations;




		
	 	     (b) trade accounts payable and other similar Indebtedness of the
Borrower, the Company and any Foreign Affiliate incurred in the ordinary
course of business (including, without limitation, handsets or mobile
units purchased in the ordinary course of business) which are not due
later than 120 days after invoice (or, in the case of trade accounts
payable owed to a Motorola Entity, on payment and other terms as agreed
to from time to time between the relevant obligor(s) and the Motorola
Entity); provided that in addition to the foregoing, there shall be
permitted to be outstanding at any one time trade accounts payable and
other similar Indebtedness of the Borrower, the Company and any Foreign
Affiliate incurred in the ordinary course of business which are due later
than 120 days after invoice but no later than 180 days after invoice (not
to exceed the difference between $10,000,000 and the amount of “Permitted
Indebtedness”, under and as defined in the MEFA, above $10,000,000 that
has been utilized under clause (b) of the definition thereof);




		
	 	     (c) Capital Lease Obligations under long-term real property leases
of the Borrower, the Company and any Foreign Affiliate in respect of the
cell sites, switch sites, retail space and office space incurred in the
ordinary course of business provided that both before and after entering
into (or renewing) a Capital Lease Obligation the Company shall be in pro
forma compliance with Section 8.15(f) (with pro forma compliance
determined as of the most recent quarter end date as if such Capital
Lease Obligation had been in effect for the entirety of the fiscal
quarter ending on such quarter end date);




		
	 	     (d) Capital Lease Obligations of the Borrower, the Company and any
Foreign Affiliate in an amount per annum not exceeding $250,000 in the
aggregate;




		
	 	     (e) [reserved];




		
	 	     (f) Permitted Handset Obligations and any guaranties relating
thereto;




		
	 	     (g) Indebtedness under Hedge Agreements; provided that such Hedge
Agreements (I) are designed solely to protect the Company against
fluctuations in foreign currency exchange rates or interest rates and
(II) do not increase the Indebtedness of the obligor outstanding at any
time other than as a result of fluctuations in foreign currency exchange
rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder;




		
	 	     (h) unsecured subordinated indebtedness of the Company owing to NII,
having no principal payments, cash interest payments or fee payments
permitted or scheduled prior to the repayment in full of the Obligations
and in amounts and on other terms (including, without limitation, payment
and remedies subordination terms) acceptable to the Creditor;



-15-








 





		
	 	     (i) the
Permitted Sale — Leaseback Obligations;




		
	 	     (j) Financing Method Obligations;




		
	 	     (k) the New Senior Notes;




		
	 	     (l) the guarantee obligations of the Borrower, the Company and
their Subsidiaries of the obligations in respect of this Agreement, the
MEFA and the New Senior Notes; and




		
	 	     (m) the Borrower Guaranty Obligations.



     “Permitted Investments” means:



		
	 	     (a) debt obligations maturing within twelve months of the
time of acquisition thereof which from time to time are accorded a
rating of AA- or better by Standard & Poor’s Corporation (or an
equivalent rating by another recognized credit rating agency of
similar standing if such corporation is not then in the business
of rating long term debt obligations);




		
	 	     (b) commercial paper with a maturity of 270 days or less
which from time to time is accorded a rating of A-1 or better by
Standard & Poor’s Ratings Services (“S&P”), a division of The
McGraw Hill Companies, Inc. (or an equivalent rating by another
recognized credit rating agency of similar standing if such
corporation is not then in the business of rating commercial
paper);




		
	 	     (c) certificates of deposit maturing within twelve months of
the time of acquisition thereof issued by commercial banks that
are accorded a rating by an internationally recognized rating
service then in the business of rating commercial banks which is
in the first quartile of the rating categories used by such
service;




		
	 	     (d) obligations maturing within twelve months of the time of
acquisition thereof of any Governmental Authority which
obligations from time to time are accorded a rating of BBB or
better by S&P (or an equivalent rating by another recognized
credit rating agency of similar standing if such corporation is
not then in the business of rating governmental obligations); and




		
	 	     (e) demand deposits, certificates of deposit, bankers
acceptance and time deposits (having a term of less than one year)
of United States or Brazil banks having total assets in excess of
$1,000,000,000 (or such amount of local currency as is equivalent
in $1,000,000,000 at all times using the rate of exchange in
effect from time to time on legal and customarily used foreign
exchange markets in Brazil).



-16-








 







     “Permitted Liens” means, as of any particular time, (a) with respect to
Collateral located in the United States of America, Liens for taxes,
assessments or governmental charges not then delinquent or which the Company
may, pursuant to the provisions of Section 8.01 hereof, permit to remain
unpaid, (b) Liens created pursuant to the Security Documents, (c) with respect
to Collateral located in the United States, any mechanic’s, worker’s,
repairer’s, materialmen’s, supplier’s, vendor’s or like Liens securing
obligations arising in the ordinary course of business that (x) are not mature
and not overdue, or (y) are being contested in good faith and (1) as to which
adequate reserves have been established on the books of the Company in
accordance with GAAP or (2) that do not materially impair the value or
marketability of the security granted to the Creditor pursuant to the Security
Documents and could not result in an aggregate liability in excess of
$1,000,000, (d) with respect to Collateral located in the United States, all
utility, access and other similar easements, rights-of-way and restrictions
granted in the ordinary course of business, (e) with respect to Collateral
located in the United States, pledges or deposits by the Company under workers’
compensation laws, unemployment insurance laws, social security or pension
obligations or similar legislation, in respect of which adequate reserves shall
have been established, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness of the Company) or leases
to which the Company is permitted hereunder to be a party, or deposits to
secure public or statutory obligations of the Company, or deposits of cash or
bonds to secure surety or appeal bonds which the Company is obligated to
provide in accordance with activities permitted of it hereunder, or deposits as
security for contested taxes or import duties or for the payment of rent, (f)
Liens upon tangible personal property (which was acquired after October 31,
1997, and the cost of which, individually or in the aggregate at any one time
outstanding, does not exceed $100,000) by the Borrower, the Company or any
Foreign Affiliate, each of which Liens was created solely to secure
Indebtedness representing, or incurred to finance, refinance or refund, the
cost of such property (provided that no such Lien shall extend to cover any
property of the Company other than the property so acquired), (g) with respect
to Collateral located in the United States, rights reserved to or vested in any
Governmental Authority as of October 31, 1997, to condemn, appropriate, control
or regulate the System or any portion thereof, (h) purchase money Liens on
handsets (and proceeds thereof), but only to the extent that such Liens secure
the Permitted Handset Obligations related thereto (“Handset Liens”), (i) Liens
incurred and existing as permitted under that certain letter agreement dated as
of June 28, 2002, between the Company and the Creditor which Liens are with
respect to the specific equipment identified therein (the “Letter Agreement”),
(j) Liens securing the obligations under the New Senior Notes and the
Guarantees of NII, the Borrower, the Company and their Subsidiaries as listed
on Schedule 5.01 of NII Cayman’s obligations under the New Senior Notes
provided that such Liens have the relative priority as provided in the
Intercreditor Agreement, (k) Liens securing the obligations under the MEFA and
the Guarantees of NII, the Borrower, the Company and their Subsidiaries as
listed on Schedule 5.01 of the obligations under the MEFA of the borrowers
thereunder provided that such Liens have the relative priority as provided in
the Intercreditor Agreement and (l) Liens in foreign jurisdictions comparable
to the Liens permitted by clauses (a), (b), (c), (d), (e) and (g) of this
definition. A contest referred to in this definition shall be permitted only
if the execution or enforcement of the Lien being contested shall have been
stayed or is stayed as a result thereof and such contest could not reasonably
be expected to (i) have a Material Adverse Effect, or (ii) create or materially
increase the risk of imposition of any material penalties or liabilities,
whether civil or criminal, upon the Creditor.


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     “Permitted Sale-Leaseback Obligations” means any and all Indebtedness and
obligations related or incident to a Permitted Sale-Leaseback Transaction,
including, without limitation, any guaranty, agreement, or obligation of a
Credit Party to repurchase all or any portion of the assets subject to any
Permitted Sale-Leaseback Transaction.


     “Permitted Sale-Leaseback Transactions” means any and all transactions or
arrangements (and all renewals and extensions with respect thereto) pursuant to
which one or more of the Credit Parties sells or otherwise transfers for value
assets of the type described on Annex A hereto to any Person(s) with an
aggregate fair market value (as determined by the proceeds of the transfers of
such assets) not to exceed the lesser of (A) $40,000,000 and (B) the difference
of $200,000,000 less the “Permitted Sale-Leaseback Transactions” of NII and its
Subsidiaries under the MEFA, and simultaneously with such sale or transfer,
agrees to lease such assets from such Person(s), but only to the extent that
such Permitted Sale-Leaseback Transactions are consummated generally in
accordance with the material terms and conditions described on
Annex B hereto.
The foregoing notwithstanding, the Credit Parties may not sell or otherwise
transfer for value assets of the type described in Annex A hereto owned by a
Credit Party as of June 30, 2002, with an aggregate fair market exceeding forty
million dollars ($40,000,000), provided however, that such limit does not apply
with respect to assets of the type described in Annex A hereto acquired by a
Credit Party after June 30, 2002.


     “Person” means an individual, corporation, partnership, limited liability
company, joint venture, unincorporated association, trust or other juridical
entity, or any Governmental Authority.


     “Plan” means at any time an employee pension benefit plan as defined in
Section 3(2) of ERISA that is covered by Title IV of ERISA or that is subject
to the minimum funding standards under Section 412 of the Code and is either:
(i) maintained by the Company or any member of the Controlled Group for
employees of the Company, or by the Company or any other member of the
Controlled Group for employees of any member of the Controlled Group, or (ii)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
the Company or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made or been obligated to make contributions.


     “Political Risk Insurer” means each of AIG, OPIC and each other Person
from time to time providing Political Risk Insurance to the Borrower, the
Company or its Majority-Owned Foreign Affiliates.


     “Political Risk Insurance” means insurance insuring against the
non-payment of the Obligations and arising out of the events or circumstances
set forth in the OPIC Policy and the AIG Policy.


     “Post-Default Rate” means (i) in respect of any Advances not paid when due
(whether at stated maturity, by acceleration or otherwise), a rate per annum
during the period commencing on the due date until such Advances are paid in
full equal to: (x) if such Advances are Prime


-18-








 




 Advances, 2% above the Prime Rate as in effect from time to time plus the
Applicable Margin for Prime Advances (but in no event less than the interest
rate in effect on the due date), or (y) if such Advances are LIBOR Advances, 2%
above the rate of interest in effect thereon at the time of such default until
the end of the then current Interest Period therefor and, thereafter, 2% above
the Prime Advances as in effect from time to time plus the Applicable Margin
for Prime Advances (but in no event less than the interest rate in effect on
the due date); and (ii) in respect of other amounts payable by the Borrower
hereunder (other than interest) not paid when due (whether at stated maturity,
by acceleration or otherwise), a rate per annum during the period commencing on
the due date until such other amounts are paid in full equal to 2% above the
Prime Rate as in effect from time to time plus the Applicable Margin for Prime
Advances (but in no event less than the interest rate in effect on the due
date). In each case, the Post-Default Rate shall not exceed the maximum
post-default interest rate permitted by applicable law.


     “Prime Advances” means any of the Advances which bear interest at a rate
based upon the Prime Rate.


     “Prime Rate” means the prime commercial lending rate from time to time as
published in The Wall Street Journal (United States edition). Each change in
any interest rate provided for herein based upon the Prime Rate resulting from
a change in the Prime Rate to take effect on the beginning of the day of such
change in the Prime Rate.


     “Proposed Consolidation” means the consolidation of the Persons identified
on Schedule 1.01(c) with the Consolidated Entity surviving such consolidation.


     “Quota Pledge Agreements” has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof executed by the Borrower, the Company and those
Persons indicated on Schedule 6.01 hereto.


     “Quota Voting Agreement” has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof executed by the Borrower, the Company and those
Persons indicated on Schedule 6.01 hereto.


     “Recurring Revenues” means total gross revenues earned by the Borrower,
the Company and the Majority-Owned Foreign Affiliates from recurring revenue
sources (including, without limitation, interconnect fees, monthly fees, usage
fees, roaming fees, air time charges, value-added services, each adjusted for
inflation in accordance with GAAP, and additional service charges, less the bad
debt expense for that period indicated on the income statement of the Borrower,
the Company and the Majority-Owned Foreign Affiliates, and including revenue
from co-location sources whether or not characterized by GAAP as co-location
revenue). Recurring Revenues shall not, however, include equipment sales or
leases of iDEN or other subscriber units.


     “Regulation D” means Regulation D of the Board of Governors of the Federal
Reserve System of the United States of America, as the same may be amended or
supplemented from time to time.


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     “Regulatory Change” means any change after the date of this Agreement in
United States of America federal, state or foreign laws or regulations
(including Regulation D and the laws or regulations that designate any
assessment rate relating to certificates of deposit or otherwise) or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of banks of or under any United States federal,
state or foreign laws or regulations (whether or not having the force of law)
by any court or governmental or monetary authority charged with the
interpretation or administration thereof.


     “Reorganization Plan” has the meaning set forth in the eighth preamble
hereof.


     “Reserve Requirement” means for any LIBOR Advances for any semi-annual
period (or, as the case may be, shorter period) as to which interest is payable
hereunder, the average rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
period by the Creditor or its assignees against “Eurocurrency liabilities” (as
such term in used in Regulation D).


     “Restricted Assets” means those assets listed on Schedule 1.02 hereto.


     “Rights Offering” shall have the meaning ascribed to such term in the
Reorganization Plan.


     “Securities Act” means the Securities Act of 1933, as amended, of the
United States of America.


     “Security Agreements” has the meaning ascribed to such term in Section
6.01(a)(i)(A) hereof executed by the Borrower, the Company and those Persons
indicated on Schedule 6.01 hereto.


     “Security Documents” means individually and collectively the Security
Agreements, the Mortgages, the Share Pledge Agreements, the Share Voting
Agreements, the Quota Pledge Agreements, the Quota Voting Agreements, the
Security Deposit Agreements (and power of attorney related thereto), the Lease
Assignment Agreements, the Trademark Assignment Agreements, the Bank Account
Control Agreements, the Foreign Affiliate Assignment of Rights and Obligations,
the Consents to Assignment, the agreements detailed by Person on Schedule 6.01,
and any financing statements, registrations or similar documents filed or
recorded in connection with the foregoing.


     “Security Deposit Agreements” has the meaning ascribed to such term in
subsection 6.01(a)(i)(A) hereof executed by the Borrower, the Company and those
Persons indicated on Schedule 6.01 hereto.


     “Semi-Annual Dates” means June 30 and December 31.


     “Share Pledge Agreement” has the meaning ascribed to such term in
subsection 6.01(b)(ii) hereof executed by the Company and those Persons
indicated on Schedule 6.01 hereto.


-20-








 


     “Share Voting Agreement” has the meaning ascribed to such term in
subsection 6.01(b)(ii) hereof executed by the Company and those Persons
indicated on Schedule 6.01 hereto.


     “Shareholders Equity” means, as of any date, the amount reflected in the
Company’s consolidated balance sheet for the then ending or most recently ended
fiscal quarter of the Company as “shareholders equity”.


     “SLA” means that certain $56.650 million Secured Loan Agreement, dated as
of December 16, 1999, with Motorola Credit Corporation (as amended,
supplemented or otherwise modified from time to time, the “SLA”) for which the
outstanding principal, interest and fees owing by NII as of the date hereof at
least $60,319,325.56;


     “Subscriber” means, as at any date, the aggregate number of units
employing iDEN based digital enhanced specialized mobile radio technology,
subscribing to, and paying for, communications services provided by the
Borrower, the Company or the Majority-Owned Foreign Affiliates in connection
with the System, excluding any such unit to the extent the accounts receivable
generated by operation of such unit are more than ninety (90) days past due as
of such date.


     “Subsidiary” means (a) a company of which for the time being (i) any
Person controls the composition of the Board of Directors or the appointment of
the delegate managers or is the managing quotaholder; or (ii) such Person holds
more than 50% in par value of the issued and outstanding capital stock or
quotas, or (b) a company which is a subsidiary of any company which is a
subsidiary of such Person.


     “System” means the wireless communications system to be constructed and
operated in Brazil by NII or its Affiliates utilizing the iDEN based digital
enhanced specialized mobile radio technology.


     “System Documents” means the (i) iDEN Equipment and Services Agreements,
(ii) the Management Agreements, (iii) all Leases (A) that, if terminated, could
reasonably be expected to have a Material Adverse Effect or (B) having an
aggregate net present value or cost in excess of $10,000,000, (iv) the
Conditional Sale Agreements, and (v) any Additional System Document.


     “System Party” means the Borrower, the Company, any Foreign Affiliate and
each other party to any System Document.


     “System Revenues” means all income and receipts derived from the ownership
or operation of the System and the Telecommunications Business, including
without limitation proceeds of any business interruption insurance, income
derived from the operation of the System and the Telecommunications Business,
all as determined in conformity with cash accounting principles.


-21-








 


     “Taxes” means, with respect to the Creditor, any present or future taxes,
levies, imposts, stamp, duties, fees, charges, deductions, withholding,
restrictions or conditions of any nature whatsoever imposed, levied, collected,
assessed or withheld by or within Brazil or any political subdivisions or
taxing authority thereof or therein or by or within any jurisdiction from which
payment is made on account of the transactions contemplated by the Credit
Documents, but excluding taxes on the overall net income of the Creditor (other
than taxes on interest payments or all other payments to be made in pursuance
to the Credit Documents).


     “Telecommunications Business” means the operation of analog SMR, radio
paging, mobile communications, personal communications services and related
wireless services, including data access and transmission, internet access and
services, and long-distance backhaul, which (i) materially utilize as a
necessary and central component thereof the iDEN based digital enhanced
specialized mobile radio technology in Brazil in which the Company or any
Foreign Affiliate is engaged and (ii) comprise an enhancement to such iDEN
based digital enhanced specialized mobile radio technology.


     “Trademark Agreement” means the Third Amended and Restated Trademark
License Agreement between reorganized NII and NCI, together with all
agreements, instruments and other documents relating thereto.


     “Trademark Assignment Agreements” has the meaning ascribed to such term in
subsection 6.1(a)(i)(C) hereof and collectively refers to those certain
Trademark Assignment Agreements (or the functional equivalent of such document
for foreign jurisdictions) as executed by those Persons indicated on Schedule
6.1 hereto.


     “Vendor” has the meaning ascribed to such term in the first preamble
hereof.


     “Voting Stock” means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote in the
election of the corporate directors (or Persons performing-similar functions).


     “Wireless” means the Company as in existence prior to January 29, 1997.



     Section 1.02. Interpretation. In this Agreement the singular includes the
plural and the plural the singular; words importing any gender include the
other gender, references to statutes or regulations are to be construed as
including all statutory or regulatory provisions consolidating, amending or
replacing the statute or regulation referred to; references to “writing”
include printing, typing, lithography and other means of reproducing words in a
tangible visible form; references to articles, sections (or subdivisions of
sections), exhibits, annexes or schedules are to this Agreement unless
otherwise indicated; references to agreements and other contractual instruments
shall be deemed to include all schedules and exhibits to such agreement and all
subsequent amendments and other modifications to such agreements and
contractual instruments, but only to the extent such amendments and other
modifications are not prohibited by the terms of this Agreement, unless
otherwise indicated; and references to Persons include their respective
permitted successors and assigns and, in the case of Governmental Authorities,
Persons succeeding to their respective functions and capacities.


-22-








 



     Section 1.03. Accounting Principles and Terms. Except as otherwise
provided in this Agreement: (a) all computations and determinations as to
financial matters, and all financial statements to be delivered under this
Agreement, shall be made or prepared in accordance with generally accepted
accounting principles in effect in the United States (including principles of
consolidation where appropriate) applied on a consistent basis; and (b) all
accounting terms used in this Agreement shall have the meanings respectively
ascribed to such terms by such principles.



     Section 1.04. Assignment of EFA. The Company hereby transfers and assigns
to Borrower all of its obligations under the First Amended EFA, without
novation of the debt thereunder, and the Borrower hereby becomes the sole
obligor with respect to the Creditor pursuant to the terms of this Agreement.
Borrower hereby declares its acceptance to become the primary obligor of the
Obligations pursuant to this Agreement.



     SECTION 2. OUTSTANDING ADVANCES



     Section 2.01. Financing Note. The principal and interest obligations of
the Borrower under this Agreement outstanding as of the Closing Date and
representing all Advances made by the Creditor heretofore shall be evidenced by
and be payable by the Borrower in accordance with the terms of eight financing
notes of the Borrower substantially in the form of Exhibit B hereto
(collectively, the “Financing Note”), dated the Closing Date, and delivered by
the Borrower to the Creditor on the Closing Date, and be payable to the order
of the Creditor in a principal amount equal to $103,193,135.28 (the “Principal
Amount” or “Advances”). The Creditor shall make or cause to be made, at or
after the time of receipt of payment of any portion of the Principal Amount, an
appropriate notation on its records and such Financing Note reflecting such
payment and the Creditor will, prior to any transfer of the Financing Note,
endorse on the reverse side thereof the outstanding principal amount of the
debt evidenced thereby. Failure to make any such notation shall not affect the
Borrower’s obligations in respect of such debt.



     Section 2.02. Repayment of Principal of Advances.


     (a)  The Borrower shall pay to the Creditor the Principal Amount
representing all of the Advances made by the Creditor in eight (8) semi-annual
installments of $12,899,141.91 on each Payment Date commencing with the Payment
Date on June 30, 2006.


     (b)  The Borrower shall be entitled to effect payment of any amounts due
hereunder through payment to the Collateral Agent of the corresponding
installment of the Conditional Sale Agreement No. 2 in relief of the Company’s
obligations to the Borrower arising as a result of Borrower’s assumption of the
Company’s obligations as Borrower under the First Amended EFA; and


     (c)  The Advances shall also be repaid as required by subsection 2.03(a)
hereof.



     Section 2.03. Prepayments.


     (a)  Mandatory Prepayment. The Borrower shall prepay Advances on the dates
and in the principal amounts described below together with all accrued interest
on such principal prepaid to date of prepayment:


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	 	     (i) not later than the date 120 days (or 150 days, in the
event that (x) the Foreign Resident Account of the Company is no
longer permitted under applicable law or (y) the use of such
Foreign Resident Account would result in a significant cost to the
Company and in each case the Brazilian Central Bank approval for
such prepayment is pending, so long as the Company is using
reasonable efforts to obtain such approval), after the end of each
fiscal year of the Company (commencing with the fiscal year ending
on December 31, 2002), the Borrower shall prepay Advances in an
aggregate amount equal to 50% of Excess Cash Flow;




		
	 	     (ii) to the extent that a prepayment is (or would have been,
but for the MEFA having been paid in full) required under (A)
Section 2.5(a)(iii) of the MEFA (as in effect on the Effective
Date), a proportionate amount shall be required to be prepaid
hereunder (with such proportionate amount determined on the basis
of the respective principal amounts outstanding hereunder and
under the MEFA immediately prior to such prepayment) or (B) under
Section 2.5(a)(ii) of the MEFA (as in effect on the Effective
Date), the Obligations hereunder shall be required to be prepaid
to the extent set forth in Section 4.2 of the Intercreditor
Agreement;




		
	 	     (iii) on the dates and the amounts specified in subsection
2.04(b) and Sections 2.07 or 2.08 hereof if the Borrower or the
Company shall be required to prepay the Principal Amount pursuant
to such Sections;




		
	 	     (iv) to the extent provided for in clause (iii) under the
heading “With Respect to Proceeds of MEFA Collateral:” in Section
4.2 of the Intercreditor Agreement; and




		
	 	     (v) to the extent any payment under the Conditional Sales
Agreements is made to the Collateral Agent prior to the payment of
any amounts due by the Borrower pursuant to this Agreement, in
which case the Collateral Agent shall be authorized to use any
such payment as a prepayment under this Agreement.



     (b)  Optional Prepayment. The Borrower may prepay the Principal Amount, in
whole or in part, in integral multiples of $100,000 upon not less than thirty
(30) days prior written notice to the Creditor of the principal amount to be
prepaid and the date of such prepayment. On the date specified for prepayment
the Borrower shall pay such principal amount plus accrued interest on such
principal amount prepaid to the date of such prepayment. Notwithstanding the
foregoing, unless the conditions set forth in subsection 2.03(c) hereof shall
be simultaneously satisfied, the Principal Amount may be only repaid on the
last day of the then applicable Interest Period. A notice of prepayment once
received shall be irrevocable and binding on the Borrower.


     (c)  Broken Funding Indemnification. The Borrower shall pay to the
Creditor such amount or amounts as shall compensate the Creditor for any loss,
cost or expense incurred by the Creditor (as reasonably determined and
documented by the Creditor) as a result of any prepayment or repayment of the
Principal Amount on a date other than the last day of the then applicable
Interest Period. Such compensation will include, without limitation, an amount
equal


-24-








 




 to any loss or expense suffered by the Creditor in liquidating LIBOR
deposits to maturity. The Borrower shall pay any amount due hereunder no later
than seven (7) days after receipt of an invoice therefor from the Creditor.


     (d)  Effect of Prepayment. All Principal Amount prepaid, whether by
mandatory or optional prepayment, may not be reborrowed. All prepayments shall
be applied first, to unpaid fees and interest (including any interest which is
unpaid prior to December 31, 2004 as a result of subsection 2.04(a)(B)) and
second, to the remaining principal installments hereunder in the inverse order
of maturity.



     Section 2.04. Interest.


     (a)  The Borrower shall pay to the Creditor interest on the outstanding
Principal Amount for each Interest Period at the LIBOR Rate for such Advance
plus the Applicable Margin; provided that the interest rate applicable for the
period from and including November 9 to December 31, 2002 will be 6.5438% per
annum.


     Accrued interest on the Principal Amount shall be paid in arrears on the
Interest Payment Dates. Notwithstanding the foregoing, (A) interest that is
payable at the Post-Default Rate shall be payable from time to time on demand
of the Creditor and (B) except as provided in clause (A) or with respect to an
exercise of remedies under Section 11.02 or under the Security Documents, to
the extent that the interest payable hereunder at any time is greater than the
Excess Cash Flow at such time (for any Interest Payment Date occurring during
the period commencing December 31, 2002 through but excluding the Interest
Payment Date occurring on December 31, 2004) such interest shall be paid on
such Interest Payment Date only to the extent of the Excess Cash Flow at such
time; provided that all interest which has not been paid as a result of clause
(B) shall be paid in full on January 1, 2005.


     (b)  Anything herein to the contrary notwithstanding, if, on or prior to
the determination of an interest rate under the interest definition of a LIBOR
Advance for any Interest Period therefor, the Creditor reasonably determines
(which determination shall be conclusive absent manifest error):



		
	 	     (i) by reason of any event affecting the money markets in the
United States of America or the London interbank market,
quotations of interest rates for the relevant deposits are not
being provided in the relevant amounts or for the relevant
maturities for purposes of determining the rate of interest under
the definition of LIBOR Advances under this Agreement; or




		
	 	     (ii) the rates of interest referred to in the definition of
“LIBOR Base Rate” in Section 1.01 hereof upon the basis of which
the rate of interest under the interest rate definition of a LIBOR
Advance for such period is determined, do not accurately reflect
the cost to the Creditor of making or maintaining such interest
rate under the LIBOR Advance definition for such period,



then the Creditor shall give the Borrower prompt notice thereof (and shall
thereafter give the Borrower prompt notice of the cessation, if any, of such
condition), and so long as such condition remains in effect, the Borrower
shall, on the last day(s) of the then current Interest


-25-








 




Period(s) for the outstanding Principal Amount either prepay such Principal
Amount in accordance with Section 2.03 hereof with the interest rates
calculated under the definition of LIBOR advances or convert the calculation of
the interest rates applicable to such Principal Amount such in the interest
rate provided for in the definition Prime Advances.


     (c)  Without prejudice to the provisions of Section 11.02 hereof, in the
event of default by the Borrower in payment of any Principal Amount or interest
thereon when due (whether at the stated maturity, by acceleration or
otherwise), the Borrower shall pay to the Creditor interest on such past due
and unpaid principal amount and (to the extent permitted by applicable law) on
such defaulted interest from the due date until the date of payment in full
(both before as well as after judgment), at the Post-Default Rate. In
addition, the Borrower shall indemnify the Creditor against any loss or expense
which it may sustain or incur as a direct consequence of the default by the
Borrower in payment of any Principal Amount or interest thereon. Each
determination of any loss or expense by the Creditor under this paragraph (c)
shall be conclusive in the absence of manifest error.


     (d)  Interest calculated pursuant to the definition of Prime Advances shall
be computed on the basis of a year of 365/366 days and actual days elapsed
(including the first day but excluding the last) occurring in the period for
which payable and interest calculated pursuant to the definition of LIBOR
Advances shall be computed on the basis of 360 days and actual days elapsed
(including the first day but excluding the last) occurring in the period for
which payable.



     Section 2.05. Payments.


     (a)  Except as provided in item (c) below or in any other provision of this
Agreement, all payments whatsoever by the Borrower (or by the Company on behalf
of the Borrower) to the Creditor hereunder or under the Financing Note shall be
made in Dollars in same-day funds to the order of Motorola, Inc. at Harris
Bank, P.O. Box 71132, Chicago, Illinois 60694-1132, ABA# 071-000-288, Account:
350-955-1, Swift: HATRUS44 — for the account of Motorola Credit Corporation (or
such other place as the Creditor shall have designated in writing to the
Borrower at least five (5) Business Days prior to the scheduled payment date),
not later than 2:00 p.m. New York time, on the day on which such payment shall
become due. Any amounts received after such time on any date may, in the
discretion of the Creditor, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon.


     (b)  If any payment hereunder or under the Financing Note would otherwise
be due on a day that is not a Business Day, such payment shall be made on the
next succeeding day that is a Business Day and including the additional days
elapsed in the computation of the interest payable on such next succeeding
Business Day.


     (c)  In the event that due to an imposition or restriction by the Central
Bank of Brazil or as a result of any applicable Brazilian Central Bank
regulations, the Borrower is not allowed to effect payment of any amounts due
hereunder to an account in the United States, the Borrower hereby undertakes if
so requested by the Creditor to make payment of any such amounts to the
Creditor or Collateral Agent in Brazil, by making available to the Creditor or
the Collateral Agent the amount in Brazilian reals equivalent to the United
States dollar amount due at such time under foreign exchange rate acceptable to
the Creditor. Additionally, any such amount in


-26-








 




 Brazilian reals held in Brazil will be pledged to the Creditor under the
possession of the Collateral Agent until such amount may be remitted out of
Brazil. To the extent such imposition or restriction occurs, the Borrower
shall notify the Creditor of the same and the Creditor shall provide to the
Borrower the bank account information necessary for the Borrower to make
deposits under this subsection (c).



     Section 2.06. Use of Proceeds. The Company represents and warrants that
the proceeds of the Final Advance (as defined in the First Amended EFA) were
used by the Company solely to satisfy the aggregate unpaid principal amount,
plus accrued and unpaid interest in respect thereof, of all outstanding Bridge
Line Advances (as defined in the First Amended EFA) as of the Drawdown Date (as
defined in the First Amended EFA). The Company represents and warrants that
the proceeds of all other Advances were used by the Company solely to finance
the purchase of equipment and services acquired pursuant to the iDEN Equipment
and Services Agreements (including down payments, milestone payments and other
payments due under the iDEN Equipment and Services Agreements) to be used in
connection with the System excluding import taxes and/or duties related
thereto, to purchase equipment and services promptly sold to Nextel S.A.
pursuant to the Conditional Sale Agreements solely for use in Brazil, or to
repay Indebtedness owing under the Bridge Line (as defined in the First Amended
EFA).



     Section 2.07. Change in Law. If any change in applicable law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration thereof has made (or has made it apparent that
it is) unlawful for any Credit Party to perform any of obligations under any of
the Credit Documents and such change could reasonably be expected to have a
Material Adverse Effect then (i) the Creditor shall be discharged from all
obligation to make, renew or maintain the Advances, and (ii) the Borrower shall
on demand pay to the Creditor without premium or penalty the outstanding
principal amount of the Advances together with accrued interest thereon and all
other moneys due to the Creditor hereunder; provided that for so long as the
Borrower is diligently pursuing the contest of the same by appropriate
proceedings and such contest could not reasonably be expected to have a
Material Adverse Effect and adequate reserves have been established in
accordance with GAAP, then the Creditor shall not be so discharged and the
Borrower shall not be required to so pay upon demand.



     Section 2.08. Illegality. If any change in applicable law or regulation
or in the interpretation thereof by any Governmental Authority charged with the
administration thereof has made (or has made it apparent that it is) unlawful
for the Creditor to perform its obligations hereunder, then (i) the Creditor
shall be discharged from all obligations to make, renew or maintain the
Advances and (ii) Borrower agrees to pay on demand to the Creditor without
premium or penalty the outstanding principal amount of the Advances together
with accrued interest thereon and all other moneys due to the Creditor
hereunder. Notwithstanding the foregoing, the Creditor will use reasonable
endeavors to assist in any restructuring necessitated by this Section 2.08;
provided, however, that the Creditor shall be under no obligation to take any
act on the effect or likely effect of which, in the opinion of the Creditor
could reasonably be expected to have an adverse effect upon the Creditor;
provided, further, that the Borrower shall reimburse the Creditor on demand for
all expenses (including attorneys’ fees) incurred by the Creditor in assisting
in any such restructuring.


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     SECTION 3. FUNDING AND PROTECTION



     Section 3.01. Taxes, Duties, Fees and Charges.


     (a)  All payments due to the Creditor under any of the Credit Documents,
whether of principal, interest, penalties, fees or otherwise, including
payments made under this subsection 3.01(a), shall be made without set-off,
withholding or counterclaim, and free and clear and without any deduction or
withholding on account of any Taxes, all of which shall be for the account of
the Borrower (or the Company, if making a payment on behalf of the Borrower)
and paid by it directly to the relevant taxing or other authority when due. If
the Borrower (or the Company, if making a payment on behalf of the Borrower)
shall be required by law to make any deduction or withholding in respect of
Taxes from any payment hereunder, including payments made under this subsection
3.01(a), the sum payable shall be increased to such sum as will result in the
receipt by the Creditor after such deduction or withholding, of the amount that
would have been received if such deduction or withholding had not been
required.


     (b)  The Borrower (and the Company if making any payment on behalf of the
Borrower) agrees to pay any Taxes imposed on or with regard to the execution,
formalization, registration, recordation or perfection of any of the Operative
Documents or any other documentation contemplated hereunder or delivered
pursuant hereto.


     (c)  The Borrower (and the Company if making any payment on behalf of the
Borrower) shall deliver to the Creditor within thirty days after the payment
thereof copies of the receipts evidencing payment of any withholding taxes to
any Governmental Authority.



     Section 3.02. Change in Circumstances.


     (a)  In the event that there shall hereafter occur any change in any
Governmental Rule which increases or will increase (i) the cost of maintaining
any reserves or special deposits against the LIBOR Advances or (ii) any other
cost of complying with any law, regulation or condition with respect to the
LIBOR Advances, and the result of any of the foregoing is or will be to
increase the cost to the Creditor of making or maintaining the LIBOR Advances
or to reduce the amount of any payment (whether of principal, interest or
otherwise) receivable by the Creditor hereunder, then upon receipt of a request
from the Creditor the Borrower shall pay or reimburse to the Creditor such
amount as will compensate the Creditor for such additional cost or reduction of
payment; provided that the Borrower shall only be liable for such costs
applicable to LIBOR Advances then outstanding. Amounts payable hereunder shall
be due seven (7) days after invoice therefor.


     (b)  The protection of subsection 3.02(a) hereof shall apply to voluntary
compliance by the Creditor with restraints, guidelines or policies not having
the force of law and shall apply if the Creditor shall comply with any law,
regulation or condition irrespective of any possible contention of invalidity
or non-applicability thereof.


     (c)  The Creditor will promptly (but in no event later than twenty (20)
days after actual knowledge of the occurrence of the event described in
subsection 3.02(a) hereof) inform the Borrower by facsimile of its intention to
claim indemnification under this Section 3.02. The facsimile statement of the
Creditor as to the amount sufficient to indemnify the Creditor against


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 any increased cost, reduction or payment incurred, suffered or made by the
Creditor, supported by the computations made by the Creditor in arriving at
such figure, shall, in the absence of manifest error, be conclusive as to the
amount thereof and binding on Borrower.


     A claim made under this Section 3.02 may be made before or after the end
of the Interest Period to which such claim relates and before or after any
repayment of all or part of the Advance to which such Interest Period relates;
provided, that the Borrower shall in no event be liable for any payment under
this Section 3.02 with respect to more than one Interest Period for each claim
made under this Section 3.02. An increased cost shall be an increased cost for
the purpose of subsection 3.02(a) hereof even if the payment or quantification
of such increased cost is not or cannot be made until after the expiry of any
Interest Period to which it relates.


     (d)  In the event of any such change or request as is contemplated by
subsection 3.02(a) hereof the Creditor will use reasonable endeavors to
mitigate the effect or likely effect of such change or request by transferring
the LIBOR Advances to another jurisdiction or otherwise; provided, however,
that the Creditor shall be under no obligation to transfer the LIBOR Advances
to another jurisdiction or to take any other action to mitigate the effect or
likely effect of such change or request if, in the reasonable opinion of the
Creditor, such transfer or other action could reasonably be expected to have an
adverse effect upon the Creditor, whether as a result of taxes, credit
policies, political considerations or otherwise; provided, further, that the
Borrower shall reimburse the Creditor on demand for all expenses (including
attorney’s fees) incurred by the Creditor in effecting such transfer (if such
transfer is requested by the Borrower) and the Creditor shall have no
obligation to effect any such transfer unless the Creditor is satisfied that it
will not suffer any adverse consequences as a result of such transfer for which
it has not been indemnified by the Borrower. If the Creditor is entitled to
reimbursement under this subsection 3.02(d) for any cost, the Creditor shall
deliver to the Borrower a statement of the nature and amount of such cost which
statement shall constitute prima facie evidence as to the amount due to the
Creditor under this subsection 3.02(d).


     (e)  If the Borrower elects (which election shall be irrevocable) by giving
at least two (2) Business Days prior written notice to the Creditor, the
Borrower may, without penalty or premium, prepay to the Creditor any
outstanding Advances on any Interest Payment Date applicable to such Advances
with respect to which the Borrower has received a claim under this Section 3.02
together with accrued interest thereon and all other sums due to the Creditor
(including amounts accrued or due under this Section 3.02).



     SECTION 4. EXPENSES; INDEMNIFICATION; FEES



     Section 4.01. Expenses. The Borrower agrees to pay on demand: (a) all
reasonable out-of-pocket costs and expenses of the Creditor incurred in
connection with the negotiation, preparation, execution and delivery of the
Credit Documents (including, without limitation, all costs and expenses of
registering, recording and perfecting the security interests contemplated by
the Security Documents and all fees, costs and other charges related to the
Collateral Agent) and the review of the System Documents and any of the other
documents, agreements and instruments referred to in this Agreement or relating
to the transactions contemplated hereby; (b) the reasonable fees and expenses
of the Creditor’s expert consultants; (c) the reasonable fees and disbursements
of McDermott, Will & Emery, United States counsel to the Creditor and of Mattos


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 Filho, Veiga Filho, Marrey Jr., e Quiroga Advogados, Brazilian counsel to
the Creditor, incurred in connection with such negotiation, preparation,
execution and delivery of the Credit Documents and the review of the System
Documents and any of the other agreements and instruments referred to in this
Agreement or relating to the transactions contemplated hereby; (d) all
reasonable out-of-pocket costs and expenses of the Creditor (including the fees
and disbursements of counsel) incurred in connection with the negotiation,
preparation, execution and delivery of any amendment or waiver of, or
supplement or modification to, the Operative Documents and not solely requested
by the Creditor; (e) all costs and expenses (including legal fees and
disbursements of counsel) incident to the enforcement, protection or
preservation of any right or claim of the Creditor under any of the Operative
Documents; (f) all fees, costs, expenses and other charges relating to the
Collateral Agent including all monthly, quarterly, or annual fees and including
the legal fees and disbursements of its outside legal counsel; and (g) all
transfer, stamp, documentary or other similar taxes, assessments or charges, if
any, upon any of the System Documents and the Credit Documents. Fees shall be
deemed reasonable to the extent they are reviewed and approved by the Creditor.



     Section 4.02. Indemnification.


     (a)  Without in any way limiting the applicability of subsection 4.02(b)
hereof, and without regard to whether the Borrower or any other Person has
disclosed any fact to the Creditor, the Borrower hereby indemnifies and holds
harmless the Creditor and each of its respective officers, directors,
employees, consultants, advisors and agents (collectively, the “Indemnitees”)
from and against any and all actions, suits, claims, damages, demands,
judgments, losses, liabilities, costs or expenses whatsoever, including
reasonable attorneys’ fees, which any Indemnitee may sustain or incur (or which
may be claimed against the Creditor by any Person or entity whatsoever) to the
extent arising by reason of or in connection with the construction, ownership
or operation of the System or the Telecommunications Business or the execution
and delivery of, or payment or failure to pay the Obligations, or the
occurrence of an Event of Default or the pursuit by the Creditor of any legal
remedy in connection with an Event of Default or arising out of or in
connection with the Creditor’s entering into this Agreement or the Security
Documents, or enforcing their remedies hereunder or thereunder; provided that,
the Borrower shall not be required to indemnify the Creditor for any actions,
suits, claims, damages, demands, judgments, losses, liabilities, costs or
expenses to the extent, but only to the extent, caused by the Creditor’s
willful misconduct or gross negligence, or to the extent caused by the acts or
omissions of the Creditor after taking possession and control of the System or
the Telecommunications Business upon foreclosure. Fees shall be deemed
reasonable to the extent they are reviewed and approved by the Creditor.


     (b)  Notwithstanding anything in subsection 4.02(a) hereof to the contrary,
and without regard to whether the Borrower or any other Person has disclosed
any fact to the Creditor, the Borrower agrees to indemnify, defend and hold the
Indemnitees free and harmless from and against any and all actions, suits,
claims, demands, judgments, liabilities, losses, costs, damages and expenses
(including, without limitation, reasonable attorneys’ fees and expenses and
other expenses incurred in connection with environmental compliance and
clean-up obligations imposed under any Environmental Laws) any such Indemnitee
may sustain by reason of the assertion against it by any party of any claim
(including claims for indemnification or contribution and claims by third
parties for death, personal injury, illness or loss of or damage to


-30-








 




 property or economic loss) in connection with any Materials of
Environmental Concern used, generated, treated, stored, recycled, disposed of,
handled, discharged or otherwise located or released in, on, under or from the
System, Telecommunications Business, Collateral or property, except to the
extent resulting from such Indemnitee’s grossly negligent act or willful
misconduct with respect to such Materials of Environmental Concern.


     (c)  Nothing contained in this Section 4.02 shall in any way diminish any
of the Borrower’s rights or the Vendor’s obligations under the iDEN Equipment
and Services Agreements.



     SECTION 5. GUARANTEES



     Section 5.01. Guarantees. The due payment and performance of the
Obligations shall be guaranteed to the Collateral Agent by NII, the Company and
each Person listed on Schedule 5.01 (and will include all after acquired,
hereafter formed or hereafter designated Persons), for 100% of the aggregate
Obligations, by the execution and delivery to the Collateral Agent, prior to or
simultaneously with the execution and delivery of this Agreement, by each of
NII, the Company, and each Person listed on Schedule 5.01 of a guaranty
substantially in the form of Exhibit C attached hereto (or the functional
equivalent of a guaranty with respect to any non-United States entity) (each a
“Guarantee” and collectively, the “Guarantees”). Except as otherwise indicated
therein, the Guarantee executed by the Borrower and the Guarantees by NII, the
Company and all other Persons listed on Schedule 5.01 will also guaranty the
obligations of the borrowers under the MEFA and NII Holdings (Cayman), Ltd. in
respect of the New Senior Notes. The Persons executing a Guarantee (or the
functional equivalent thereof) and the proper name of the document as discussed
in this Section 5.01 are listed on Schedule 5.01.



     Section 5.02. Execution of documents by Collateral Agent. To the extent
necessary to give effect to the terms and conditions of the Intercreditor
Agreement, all of the documents in this Section 5 shall have the Collateral
Agent as a signatory or as an attorney in fact of the Creditor and the Other
Credit Parties.



     SECTION 6. SECURITY



     Section 6.01. Security.


     (a)  In order to secure the due payment and performance by the Borrower of
the Obligations and the Borrower Guaranty Obligations, prior to or
simultaneously with the execution and delivery of this Agreement and as a
condition precedent to the effectiveness of this Agreement:



		
	 	     (i) The Borrower shall have:




		
	 	     (A) Granted to the Collateral Agent a Lien on all
of the Borrower’s personal properties and assets
whether now owned or hereafter acquired, tangible and
intangible by the execution and delivery to the
Collateral Agent of a security agreement substantially
in the form of Exhibit J hereto (a “Security
Agreement”), and a security deposit agreement
substantially in the



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	 	form of Exhibit E hereto (a “Security Deposit
Agreement”), and to the extent necessary, a bank
account control agreement substantially in the form of
Exhibit K hereto (a “Bank Account Control Agreement”)
and the execution and delivery of all related
documents necessary to give effect thereto;




		
	 	     (B) Granted to the Collateral Agent a Lien on and
pledge with the Collateral Agent, all of the issued
and outstanding quotas or shares, as the case may be,
of its Subsidiaries (now existing or formed in the
future) owned by it, by the execution and delivery to
the Collateral Agent of a quota pledge agreement
substantially in the form of Exhibit L hereto (a
“Quota Pledge Agreement”), a voting agreement
substantially in the form of Exhibit M hereto (a
“Quota Voting Agreement”) and any power of attorney
related thereto and the execution and delivery of all
related documents necessary to give effect thereto;




		
	 	     (C) Granted to Motorola, Inc. (for the benefit of
the Benefited Parties (as defined in the Intercreditor
Agreement)) a trademark assignment agreement
substantially in the form of Exhibit N hereto (a
“Trademark Assignment Agreement”) and any power of
attorney related thereto and the execution and
delivery of all related documents necessary to give
effect thereto;




		
	 	     (D) Granted to the Collateral Agent a Lien on all
of the Borrower’s real properties whether now owned or
hereafter acquired, by the execution and delivery to
the Collateral Agent of a mortgage substantially in
the form of Exhibit O hereto (a “Mortgage”) and any
power of attorney related thereto and the execution
and delivery of all related documents necessary to
give effect thereto; and




		
	 	     (E) Executed and delivered or caused to be
executed and delivered such other agreements,
instruments and documents as the Collateral Agent or
the Creditor may reasonably require in order to effect
the purposes of a Security Agreement, a Pledge
Agreement, a Security Deposit Agreement, a Quota
Pledge Agreement, a Quota Voting Agreement, a
Mortgage, a Trademark Assignment Agreement, any other
document listed on Schedule 6.01 applicable to the
Borrower, this subsection 6.01(a) and this Agreement.



     (b)  In order to secure the due payment and performance by the Company, NII
and the Persons listed on Schedule 6.01 of all of the Indebtedness, liabilities
and obligations of the Company, NII and all such Persons on Schedule 6.01 to
the Collateral Agent, whether now existing or hereafter arising, whether or not
currently contemplated, including, without limitation, those arising under
their respective Guarantee and this Agreement will, prior to or simultaneously
with the execution and delivery of this Agreement, and as a condition precedent


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 to the effectiveness of this Agreement, each of the Company, NII and the
other Persons on Schedule 6.01 shall have:



		
	 	     (i) Granted to the Collateral Agent a Lien on all of such
Person’s personal properties and assets (excluding Restricted
Assets), whether now owned or hereafter acquired, tangible and
intangible by the execution and delivery to the Collateral Agent
of a Security Agreement (or its functional equivalent for any
non-United States entity), a Security Deposit Agreement (or its
functional equivalent for any non-United States entity), to the
extent necessary or reasonably deemed advisable by the Collateral
Agent or a Benefited Party, a Bank Account Control Agreement (or
its functional equivalent for any non-United States entity), the
Company shall have endorsed the Conditional Sale Notes in favor of
the Creditor, any power of attorney related thereto and the
execution and delivery of all related documents necessary to give
effect thereto;




		
	 	     (ii) Granted to the Collateral Agent a Lien on and pledge
with the Collateral Agent, all of the issued and outstanding
quotas or shares, as the case may be, of such Person’s
Subsidiaries (including, without limitation, Nextel S.A. and all
other Foreign Affiliates) owned by such Person, by the execution
and delivery to the Collateral Agent of a share pledge agreement
(a “Share Pledge Agreement”) (or its functional equivalent)
substantially in the form of Exhibit I hereto or a Quota Pledge
Agreement (or its functional equivalent) and a Quota Voting
Agreement (or its functional equivalent) or a share voting
agreement (a “Share Voting Agreement”) (or its functional
equivalent), and any power of attorney related thereto and
execution and delivery of all related documents necessary to give
effect thereto;




		
	 	     (iii) Granted to Motorola, Inc. (for the benefit of the
Benefited Parties (as defined in the Intercreditor Agreement)) a
Trademark Assignment Agreement and any power of attorney related
thereto and the execution and delivery of all related documents
necessary to give effect thereto;




		
	 	     (iv) Granted to the Collateral Agent a Lien on all of such
Person’s real properties whether now owned or hereafter acquired,
by the execution and delivery to the Collateral Agent of a
Mortgage, and any power of attorney related thereto and the
execution and delivery of all related documents necessary to give
effect thereto; and




		
	 	     (v) Executed and delivered or cause to be executed and
delivered such other agreements, instruments and documents as the
Collateral Agent or Creditor may reasonably require in order to
effect the purposes of the Guarantees, a Mortgage, to the extent
necessary or reasonably deemed advisable by the Collateral Agent
or a Benefited Party, a Bank Account Control Agreement, a Security
Agreement, a Security Deposit Agreement, a Quota Pledge Agreement
or a Share Pledge Agreement, a Quota Voting Agreement or a Share
Voting Agreement, any other document listed on Schedule 6.01 with
respect to each



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	 	Person, this subsection 6.01(b), and this Agreement
including, but not limited to, the Consents to Assignment.



     (c)  Attached hereto as Schedule 6.01 is a list of all non-borrowing
Persons with a corresponding list of all documents and agreements that will be
executed by such Person to give effect to the security interests contemplated
under this Section 6.


     (d)  Notwithstanding anything in this Agreement to the contrary, upon
request to the Creditor from the Borrower, the Company, any Other Credit Party
or any Foreign Affiliate, the Creditor will release, or cause to be released,
any and all Liens granted in its favor with respect to any assets that become
subject to a Permitted Sale-Leaseback Transaction, and will execute and
deliver, or cause to be executed and delivered, any and all agreements,
instruments and documents as may be reasonably required to effect any such
release, (including, without limitation, termination statements under the
Uniform Commercial Code and any similar declarations under the laws of any
foreign jurisdiction). Any such assets so released will be deemed excluded
from: (i) the definition of Collateral; and (ii) any requirement that such
assets be subject to the Liens created by the Security Documents.


     (e)  To the extent that local laws so require or the Benefited Parties
collectively otherwise require, the security interests to be granted in favor
of the Collateral Agent under this Section 6 shall, notwithstanding anything
else herein, be granted directly to the Benefited Parties.



     Section 6.02. Execution of documents by Collateral Agent. To the extent
necessary to give effect to the terms and conditions of the Intercreditor
Agreement the Collateral Agent (or such other appropriate party) shall be a
party to and shall execute and deliver all of the necessary documents to
effectuate the security interests contemplated under this Section 6.



     Section 6.03. The Collateral Agent. In acting under of by virtue of this
Agreement, the Collateral Agent shall be entitled to all the rights, authority,
privileges, and immunities provided in the Intercreditor Agreement, all of
which provisions of said Intercreditor Agreement are incorporated by reference
herein with the same force and effect as if set forth herein in their entirety.
The Collateral Agent hereby disclaims any representations or warranty to the
other Secured Parties or any other holders of the Obligations concerning the
perfection of the liens and security interests granted hereunder or in the
value of any of the Collateral.



     SECTION 7. REPRESENTATIONS AND WARRANTIES


     Each of the Borrower, the Company and NII makes the representations and
warranties attributed to it, as a Credit Party, in this Section 7 and each of
the Borrower, the Company and NII makes, on behalf of the Foreign Affiliates,
the representations and warranties attributable to such Foreign Affiliate as a
Credit Party, in this Section 7. Where a representation and warranty is not
attributed to any particular Credit Party, it shall be deemed made by and on
behalf of the Borrower, the Company, NII and each Foreign Affiliate as to the
Borrower, the Company, NII, and each Foreign Affiliate respectively.


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     Section 7.01. Organization.


     (a)  Each Credit Party is duly organized or incorporated and validly
existing under the laws of its state or jurisdiction of organization or
incorporation. Schedule 7.01(a) hereto accurately and completely lists, as to
such Credit Party: (i) the state of incorporation or organization of each such
entity, and the type of legal entity that each of them is, (ii) as to each of
them that is a corporation, the classes and number of authorized and
outstanding shares of capital stock of each such corporation, and the owners of
such outstanding shares of capital stock, (iii) as to each of them that is a
legal entity other than a corporation (but not a natural Person), the type and
amount of equity interests authorized and outstanding of each such entity, and
the owners of such equity interests, and (iv) the business in which each of
such entities is engaged. All of the foregoing shares or other equity
interests that are issued and outstanding have been duly and validly issued and
are fully paid and non-assessable, and are owned by the Persons referred to on
Schedule 7.01(a) hereto, free and clear of any Lien except those stock options
in favor of the Company referred to on Schedule 7.01(a) hereto, Permitted Liens
and as otherwise provided for herein. Except as set forth on Schedule 7.01(a)
hereto, there are no outstanding warrants, options, contracts or commitments of
any kind entitling any Person to purchase or otherwise acquire any shares of
capital stock or other equity interests of such Credit Party nor are there
outstanding any securities that are convertible into or exchangeable for any
shares of capital stock or other equity interests of such Credit Party. Except
as set forth on Schedule 7.01(a) hereto, such Credit Party has no Subsidiaries.
The Company and the Borrower have no Subsidiaries other than those listed on
Schedule 1.01(a) hereof and Subsidiaries acquired or created after the Original
Closing Date to the extent permitted hereunder.


     (b)  Each Credit Party is in good standing (to the extent that such
jurisdiction recognizes the legal concept of good standing) in its state or
jurisdiction of organization and in each state or jurisdiction in which it is
qualified to do business. There are no jurisdictions other than as set forth
on Schedule 7.01(b) hereto in which the character of the properties owned or
proposed to be owned by any Credit Party or in which the transaction of the
business of such Credit Party as now conducted or as proposed to be conducted
requires or will require such Credit Party to qualify to do business and as to
which failure so to qualify could reasonably be expected to have a Material
Adverse Effect.



     Section 7.02. Power; Authority.


     (a)  Each Credit Party has full legal right, power and authority to carry
on its respective present business, to own its respective properties and
assets, to incur the obligations thereunder, to execute and deliver each
Operative Document to which it is a party, and, to the extent it is a party
thereto, to perform and observe the terms and conditions thereof.


     (b)  All appropriate and necessary corporate, partnership and legal actions
have been taken by each Credit Party to authorize the execution, delivery and
performance of each Operative Document to which it is a party, and each Credit
Party is duly authorized to execute and deliver and to perform its obligations
under each of the Operative Documents to which it is a party.


-35-








 



     Section 7.03. Governmental Approvals; Licenses.


     (a)  All Governmental Approvals that are necessary under all applicable
Governmental Rules in connection with (i) the due execution, delivery and
performance by each Credit Party of its obligations, and the exercise of its
rights, under the Operative Documents, (ii) the construction, completion,
ownership, operation and maintenance of the System in the Major Market Areas
(except such Governmental Approvals which are ministerial in nature or which
the failure to obtain such could not reasonably be expected to have a Material
Adverse Effect on the ability of the Borrower, the Company and the Foreign
Affiliates taken as a whole to achieve the Approved Business Plan with respect
to any such Major Market Area), (iii) the Telecommunications Business currently
engaged in, and (iv) the grant by the Credit Parties of the assignments and
security interests granted by the Security Documents and the validity and
enforceability thereof and for the perfection of and the exercise by the
Creditor of its rights and remedies thereunder are identified on Schedule
7.03(a) hereto (which Schedule sets forth: the applicant; the issuing
Governmental agency (or agencies); the date of application (or, if not yet
applied for, when it will be necessary to obtain such Governmental Approval to
achieve the Approved Business Plan and the date the application is expected to
be submitted); the term of the expected (or granted) approval, and if not yet
granted, when approval is necessary to achieve the Approved Business Plan and
when approval is expected; any appeal periods which are pending; and a brief
description of the matters governed by such approval. All Governmental
Approvals identified on Part I of each of Sections A and B of Schedule 7.03(a)
hereto have been duly obtained on or before the Original Closing Date and are
final, in full force and effect and all administrative appeal periods with
respect thereto have terminated and are all that are necessary to conduct the
business as presently being conducted. Those Governmental Approvals set forth
on Part II of each of Sections A and B of Schedule 7.03(a) are expected to be
obtained in due course. There is no proceeding pending or (to the Company’s or
Borrower’s knowledge after due inquiry) threatened, that could reasonably be
expected to rescind, terminate, modify or suspend any Governmental Approval
listed in Part II of Sections A and B of Schedule 7.03(a) hereto, and no such
disclosed matter could reasonably be expected to have a Material Adverse Effect
on the Company and its Subsidiaries taken as a whole. None of NII, the
Borrower, the Company or Nextel S.A., respectively, has any knowledge that the
information set forth in each application submitted by the relevant Credit
Party in connection with each such Governmental Approval is not accurate or
complete in all respects as of the date submitted and as of the Original
Closing Date and true and complete copies of such Governmental Approvals have
been delivered to the Creditor. Except for those Governmental Approvals set
forth on Schedule 7.03(a) hereto and the Licenses set forth on Schedule 7.03(b)
hereto, no other consent, approval or authorization of, or declaration or
filing with, any other Person is required in connection with (i) the
construction, ownership, operation or maintenance by the Company of the System
in the Major Market Areas (except such Governmental Approvals which are
ministerial in nature or which the failure to obtain such Governmental
Approvals or Licenses could not reasonably be expected to have a material
adverse effect on the ability of the Company and the Foreign Affiliates taken
as a whole to achieve the Approved Business Plan with respect to any such Major
Market Area), (ii) the Telecommunications Business currently engaged in, or
(iii) as to such Credit Party and, to the Company’s or Borrower’s knowledge
after due inquiry, as to Persons affiliated with any Credit Party, with the
execution, delivery, performance, validity or enforceability of this Agreement
or any other Operative Document. Section C of Schedule 7.03(a) hereto sets
forth the Governmental Approvals necessary for the grant by the Credit Parties
of the assignments and


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 security interests granted by the Security Documents and the validity and
enforceability thereof and for the perfection of and the exercise by the
Creditor of its rights and remedies all of which will be obtained by the
registration or filing of the Security Documents in the locations indicated on
Schedule 7.03 hereto.


     (b)  Schedule 7.03(b) sets forth all Licenses that are necessary for (i)
the ownership, operation or maintenance of the System in the Major Market Areas
(except such Licenses which are ministerial in nature or which the failure to
obtain such License could not reasonably be expected to have a Material Adverse
Effect on the Borrower, the Company and the Foreign Affiliates taken as a whole
to achieve the Approved Business Plan in the Major Market Areas) as is
contemplated by the Approved Business Plan, and (ii) the Telecommunications
Business currently engaged in. Except to the extent expressly set forth in
Schedule 7.03(b) hereof, each such License is in full force and effect. Those
Licenses set forth in Part II of Schedule 7.03(b) hereof are expected to be
obtained in due course. No default has occurred which is continuing under or
in respect of any of the provisions of any License except for defaults
resulting from the failure to meet certain milestones set forth in such
Licenses which failure could not reasonably be expected to have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole. No
authorization, approval, application, filing, registration, consent or other
action of any local, state or federal authority is required to enable the
Borrower, the Company or any Foreign Affiliate to operate under its respective
License (except such Licenses which are ministerial in nature or which the
failure to obtain such License could not reasonably be expected to have a
Material Adverse Effect on the Borrower, the Company and the Foreign Affiliates
taken as a whole to achieve the Approved Business Plan in the Major Market
Areas) other than those filings made and referred to on Schedule 7.03(b)
hereto. There is no proceeding pending, or to the knowledge of the Borrower,
the Company after due inquiry, threatened, which could rescind, terminate,
modify or suspend any such approval, filing, registration or consent, and no
such disclosed proceeding could reasonably be expected to have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole. None of
NII, the Borrower, the Company or Nextel S.A., respectively, has any knowledge
that the information set forth in each application submitted by the Borrower,
the Company and any Foreign Affiliate in connection with each such approval,
filing, registration or consent is not accurate or complete in any material
respect.



     Section 7.04. Execution, Enforceability, Violation of Law and Agreements.
Each of the Operative Documents to which a Credit Party is a party has been
duly executed and delivered by such Credit Party and constitutes, the legal,
valid and binding contract, agreement and obligation of such Credit Party
enforceable in accordance with its terms except as (x) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws relating or
affecting creditors’ rights generally, (y) the availability of equitable
remedies, and (z) rights to indemnification and contribution as they may be
limited by public policy; provided, however, that such laws shall not
materially interfere with the practical realization of the benefits of the
Security Documents or the Liens created thereby, except for (i) possible delay,
(ii) situations that may arise under Chapter 11 of the Bankruptcy Code, and
(iii) equitable orders of the Bankruptcy Court. The execution, delivery and
performance of the terms of each of the Operative Documents by each Credit
Party and the payment by such Credit Party of all amounts due on the dates and
in the currency provided for therein (i) will not, except as is set forth on
Schedule 7.04 hereto, violate or contravene any Governmental Rule or other
provision of law or other Governmental directive, whether or not having the
force of law, which is applicable to such Credit Party, which set forth


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 violation or contravention thereof individually and in the aggregate could
not reasonably be expected to have a Material Adverse Effect on the Company and
its Subsidiaries taken as a whole; (ii) will not, except as is set forth on
Schedule 7.04 hereto, contravene any governmental guideline or policy statement
applicable to such Credit Party but not having the force of law, which set
forth violation or contravention thereof individually and in the aggregate
could not reasonably be expected to have a Material Adverse Effect on the
Company and its Subsidiaries taken as a whole; (iii) will not conflict with,
violate or breach the Articles of Incorporation or By-laws (or any other
organizational documents, as the case may be, of such Credit Party; (iv) will
not conflict with or result in the breach of any provision of, or result in the
creation or imposition of any Lien or other preferential arrangement under, any
other indenture, agreement, mortgage, contract or other undertaking or
instrument to which such Credit Party is a party or by which it or any of its
properties or assets is bound other than the Credit Documents; (v) will not
constitute a default or an event that, with the giving of notice or the passing
of time, or both, would constitute a default under any such agreement or
instrument, and (vi) except for the approvals, consents and registrations
described in subsection 10.01(j) hereof (all those described in clause (i)
thereof have been obtained on or prior to the Initial Funding Date and are and
will remain in full force and effect and no further action is needed with
respect thereto) do not require any governmental consent, registration or
approval. To the extent the representations and warranties contained in this
Section 7.04 relate to any law, Governmental Rule, governmental directive or
other matter related to an “employee benefit plan,” within the meaning of
Section 3(3) of ERISA, or a “plan,” within the meaning of Section 4975(e)(1) of
the Code, such representations and warranties are made assuming that no part of
the funds used by the Creditor to make or hold the Advances constitutes,
directly and indirectly, the assets of an “employee benefit plan,” within the
meaning of Section 3(3) of ERISA, or a “plan,” within the meaning of Section
4975(e)(1) of the Code.



     Section 7.05. Financial Statements; Business Plan.


     (a)  The consolidated audited balance sheets of NII and its Subsidiaries
and consolidated statements of operations, changes in stockholders’ equity and
cash flows of NII and its Subsidiaries each as of December 31, 2001, and all
other information and data heretofore furnished by the Company, NII or any
agent of the Company or NII on behalf of NII to the Creditor, including the
quarterly (each as at June 30, 2002) consolidated balance sheets and
consolidated statements of operations, changes in stockholders’ equity and cash
flows are complete and correct have been prepared in accordance with GAAP and
fairly represent the condition and results of operations of NII and its
Subsidiaries as of such dates or for such periods. Except as disclosed on
Schedule 7.05(a), since December 31, 2001, no event that could reasonably be
expected to have a Material Adverse Effect on the Company and its Subsidiaries
taken as a whole has occurred. None of NII or any of its Subsidiaries has
contingent obligations, liabilities for taxes or other outstanding financial
obligations which are material either individually or in the aggregate.


     (b)  The consolidated audited balance sheets of the Company and its
Subsidiaries and consolidated statements of operations, stockholders’ equity
and cash flows of the Company and the Subsidiaries, each as at December 31,
2001, and all other information and data heretofore furnished by the Company or
any agent of the Company on behalf of the Company to the Creditor, including
the quarterly (each as at June 30, 2002) consolidated balance sheets and


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 statements of operations, stockholders’ equity and cash flows of the
Company and its Subsidiaries are complete and correct, have been prepared in
accordance with GAAP and fairly represent the condition and results of
operations of the Company and its Subsidiaries as of such dates or for such
periods. Since December 31, 2001, no event that could reasonably be expected
to have a Material Adverse Effect has occurred with respect to the Company and
its Subsidiaries. None of the Company or any of its Subsidiaries has
contingent obligations, liabilities for taxes or other outstanding financial
obligations which are material either individually or in the aggregate, except
as disclosed in the above-referenced financials or on Schedule 7.05(b) hereto.


     (c)  The financial and business projections for the System contained in the
Approved Business Plan submitted to the Creditor were prepared in good faith
and represent the Company’s best estimate (as of the date of such Approved
Business Plan) of performance for the forecast period.



     Section 7.06. Taxes. Each Credit Party has timely paid all required
taxes, duties, fees and assessments of any kind with respect to, or in
connection with, its respective income, business, properties and certificates
of stock and each is current with all the tax returns required to be filed by
it except such taxes, if any, as are being contested in good faith and by
proper proceedings and as to which either (x) adequate reserves have been
established in accordance with GAAP on the books of such Credit Party or (y)
the aggregate amount of such taxes, duties, fees and assessments is less than
two and one half million dollars ($2,500,000) and the non-payment of which
could not reasonably be expected to have a Material Adverse Effect under such
circumstances. There are no tax liens against such Credit Parties or any of
their respective properties other than those Permitted Liens for taxes as
described in the Letter Agreement defined in clause (i) of the definition of
“Permitted Liens”. Such Credit Party is not party to any action or proceeding
by any Governmental Authority for the assessment or collection of taxes, nor
has any claim for assessment or collection of taxes been asserted against such
Credit Party or any of its respective properties except as disclosed in the
Letter Agreement referred to in clause (i) of the definition of “Permitted
Liens”.



     Section 7.07. Properties. All property and assets owned by each Credit
Party, including, without limitation, contracts, Governmental Approvals
currently held by such Credit Party, entitlements and other rights, titles or
interest of such Credit Party relating or incidental to the System or the
Telecommunications Business are owned by it free and clear of all Liens other
than Permitted Liens. Each Credit Party has good title in and to all of the
Collateral, the Immaterial Assets and the Restricted Assets now owned by it,
and with respect to leased property a valid and subsisting leasehold estate in
and to such property, in each case free and clear of all Liens other than
Permitted Liens. No mortgage or financing statement or other instrument or
recordation or registration covering all or any part of the Collateral, the
Immaterial Assets or the Restricted Assets is on file in any recording office
other than in connection with the Liens granted under the Security Documents.
Each Credit Party has been granted (or reasonably expects to be granted) and
has good leasehold right or title (or reasonably expects to have a good
leasehold right or title) to all easements, rights-of-way, licenses and other
real property rights reasonably required for access to, and construction or
operation of, the System and the Telecommunications Business, free and clear of
any Lien other than Permitted Liens.


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     Section 7.08. Compliance with Laws.


     (a)  Each Credit Party complies and has complied in all material respects
with all applicable Governmental Rules, and any such non-compliance cannot,
individually or in the aggregate, be reasonably expected to have a Material
Adverse Effect on the Company and its Subsidiaries taken as a whole. To the
extent the representations and warranties contained in the preceding sentence
relate to any Governmental Rule related to an “employee benefit plan,” within
the meaning of Section 3(3) of ERISA, or a “plan,” within the meaning of
Section 4975(e)(1) of the Code, such representations and warranties are made
assuming that no part of the funds used by the Creditor to make or hold the
Advances constitutes, directly and indirectly, the assets of an “employee
benefit plan,” within the meaning of Section 3(3) of ERISA, or a “plan,” within
the meaning of Section 4975(e)(1) of the Code. Except as previously disclosed
to the Creditor in writing, no such Credit Party has received any communication
of which the Borrower or the Company have not made the Creditor aware in
writing promptly after the Borrower or the Company becoming aware thereof, from
a Governmental Authority that alleges that such Credit Party is not in full
compliance in all material respects with all applicable Governmental Rules, and
to the Borrower’s and the Company’s knowledge, after due inquiry, there are no
circumstances that may prevent or interfere with such full compliance in all
material respects in the future.


     (b)  Each Credit Party is in compliance in all material respects with all
applicable laws relating to the employment of labor, wages, hours and
conditions of work, collective bargaining, withholding tax and the payment of
social security contributions and other labor-related taxes, and any
non-compliance cannot, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect on the Company and its Subsidiaries taken as
a whole. Such Credit Party is not liable for any arrears in wages,
compensation, benefits, premiums, taxes or penalties for failure to comply with
any of the foregoing laws except to the extent that the same are being
contested in good faith and by proper proceedings and as to which either (x)
adequate reserves have been established in accordance with GAAP on the books of
such Credit Party or (y) nonpayment of which could not have a Material Adverse
Effect on the Company and its Subsidiaries taken as a whole under such
circumstances and could not result in an aggregate liability in excess of
$1,000,000. To the extent the representations and warranties contained in this
Section 7.08(b) relate to any law related to an “employee benefit plan,” within
the meaning of Section 3(3) of ERISA, or a “plan,” within the meaning of
Section 4975(e)(1) of the Code, such representations and warranties are made
assuming that no part of the funds used by the Creditor to make or hold the
Advances constitutes, directly and indirectly, the assets of an “employee
benefit plan,” within the meaning of Section 3(3) of ERISA, or a “plan,” within
the meaning of Section 4975(e)(1) of the Code.


     (c)  The operations of each Credit Party comply in all material aspects
with all applicable Environmental Laws.


     (d)  There are no claims, investigations, litigation, administrative
proceedings, whether pending or threatened, or judgments or orders, relating to
any Materials of Environmental Concern or alleging the violation of any
Environmental Laws (collectively “Environmental Matters”) relating in any way
to any property or to the operations of such Credit Party.


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     (e)  No Materials of Environmental Concern are presently stored or
otherwise located on, in or under real estate owned or leased by such Credit
Party except in compliance in all material respects with the Environmental
Laws, and, no part of such real estate or adjacent parcels of real estate,
including the groundwater located thereon, is to the knowledge of the Borrower
and the Company after due inquiry, presently contaminated by any Materials of
Environmental Concern in any material respect.


     (f)  Such Credit Party has no material contingent liability in connection
with any release of any Materials of Environmental Concern into the
environment.



     Section 7.09. Intellectual Property. Each of the Credit Parties owns, or
is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business (the “Intellectual Property”),
and the use thereof by the Credit Parties does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect on the Company and its Subsidiaries taken as a whole. All material fees
which are due in respect of the Intellectual Property have been paid. All
Intellectual Property owned by such Credit Party, together with any pending
applications therefor is listed on Schedule 7.09 hereto.



     Section 7.10. Burdensome Documents; Agreements with Affiliates; Other
Agreements.


     (a)  Except as set forth on Schedule 7.10 hereto, no Credit Party is a
party to or bound by, nor are any of the properties or assets owned by such
Credit Party used in the conduct of its businesses (with respect to NII only,
its Brazilian businesses) affected by, any agreement, bond, note, indenture,
order or judgment, including, without limitation, any of the foregoing relating
to any Environmental Matter, that a violation thereof could reasonably be
expected to have a Material Adverse Effect on the Company and its Subsidiaries
taken as a whole.


     (b)  Such Credit Party is not a party to any agreement with any
Arm’s-Length Affiliate or any of the officers, directors or stockholders of
such Arm’s-Length Affiliate except the Management Agreements and agreements
made in the ordinary course of business and on arm’s length, on commercially
reasonable or more advantageous terms; provided, further, that the foregoing
representation does not apply to any transaction entered into by NII with any
Affiliate which is an Arm’s-Length Affiliate so long as such transaction could
not reasonably be expected to have a Material Adverse Effect.


     (c)  Such Credit Party is not a party to nor is any of its respective
property subject to or bound by any lease, forward purchase contract or futures
contract, covenant not to compete, or other agreement which restricts such
Credit Party’s ability to conduct its respective business as presently
conducted, or could reasonably be expected to have a Material Adverse Effect on
the Company and its Subsidiaries taken as a whole.


     (d)  No material purchase or other commitment (other than pursuant to the
Operative Documents, the Management Agreements, and the Intercompany Services
Agreement, dated February 1, 1997 (the “Nextel S.A. Intercompany Services
Agreement”), between Nextel S.A. and NII)of such Credit Party is in excess of
the normal ordinary and usual requirements of its respective business, or was
made at any price in excess of the then current market price, or


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 contains terms and conditions more onerous than those usual and customary
in the applicable industry.



     Section 7.11. Security Documents. The Security Documents create in favor
of the Collateral Agent (or the Creditor and the Indenture Trustee) legal,
valid and, upon proper recording, registration or filing for those documents or
instruments that require such filing, registration or recording, and possession
for those security interests perfected by possession, perfected first security
interests in the real and personal property of the Credit Parties other than
(i) the Restricted Assets, and (ii) the Immaterial Assets. All filings,
recordations, registrations and other actions necessary to perfect and protect
such security interests have been duly effected or taken, and a perfected Lien
on the Collateral other than the Restricted Assets and Immaterial Assets, prior
and superior to all other Liens (except for Permitted Liens) has been created
in favor of the Collateral Agent.



     Section 7.12. Judgments, Actions, Proceedings. Except as set forth on
Schedule 7.12 hereto, there are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge
of any of the Credit Parties after due inquiry, threatened against or affecting
any of the Credit Parties (i) as to which an adverse determination could
reasonably be expected and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect
on the Company and its Subsidiaries taken as a whole or (ii) that involve any
of the Operative Documents or the transactions contemplated thereby nor is
there any reasonable basis for the institution of any such action or
proceeding. There is no proceeding pending, or to the best of the Borrower’s,
the Company’s or NII’s knowledge after due inquiry, threatened, which could
rescind, terminate, modify or suspend any License in a Major Market Area which
could reasonably be expected to have a material adverse effect on the ability
of the Borrower, the Company and the Foreign Affiliates to achieve the Approved
Business Plan for such Major Market Area.



     Section 7.13. No Defaults. No Default or Event of Default has occurred
and is continuing. No Credit Party is in default under or with respect to (i)
the iDEN Equipment and Services Agreements or any other System Document or (ii)
any other agreement, lease or instrument to which any Credit Party is a party
or by which it or its properties or assets may be bound which in the case of
clause (ii) could reasonably be expected to have a Material Adverse Effect on
the Company and its Subsidiaries taken as a whole.



     Section 7.14. Strikes. There are no strikes, work stoppages or
controversies pending or threatened between any Credit Party and its employees,
other than employee grievances; arising in the ordinary course of business
which could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on the Company and its Subsidiaries taken as a
whole.



     Section 7.15. Sufficiency of System Documents. The services to be
performed, the materials to be supplied and the property interests, easements
(if any) and other rights granted to the Credit Parties pursuant to the System
Documents or otherwise anticipated to be obtained by the Credit Parties in the
ordinary course of business:


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	 	     (i) will comprise all of the property interests necessary to
secure any such right that is material to the construction,
operation and maintenance of the System in the Major Market Areas
in accordance with all Governmental Rules, the Licenses and as
contemplated by the Operative Documents; and




		
	 	     (ii) will provide adequate ingress and egress to the real
estate necessary in connection with the construction and operation
of the System in the Major Market Areas.



     There are no services, materials or rights required for the construction,
ownership and operation of the System in the Major Market Areas by the
Borrower, the Company and the Foreign Affiliates in accordance with the
Operative Documents other than (A) those granted by, or to be provided to the
Credit Parties pursuant to, the Operative Documents or (B) those that can be
reasonably expected to be commercially available.



     Section 7.16. Delivery of System Documents and Licenses. There has been
delivered to the Creditor by NII a true and complete copy of each System
Document (including all exhibits, schedules and documents referred to therein
or delivered pursuant thereto, if any), each Governmental Approval granted in
favor of the Borrower, the Company and each Foreign Affiliate and each License.
Except as identified in the definition applicable to such System Document,
none of the System Documents have been amended, modified or terminated, and all
of the System Documents are in full force and effect.



     Section 7.17. Accuracy of Information. Each of the foregoing
representations and warranties attributed to the Borrower, the Company, NII and
each Foreign Affiliate and all information heretofore furnished by the
Borrower, the Company, NII and each Foreign Affiliate to the Creditor for
purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all such information hereafter furnished by the
Borrower, the Company, NII and each Foreign Affiliate to the Creditor will be,
true and accurate in all respects on the date of this Agreement, and as of the
date on which such information is stated or certified; provided that, with
respect to projected financial information, NII and the Company represent only
that such information was prepared in good faith and based upon assumptions
believed to be reasonable at the time. Each of NII, the Borrower, the Company
and each Foreign Affiliate has disclosed to the Creditor in writing any and all
facts which have or could reasonably be expected to have a Material Adverse
Effect on the Company and its Subsidiaries taken as a whole.


     No representation or warranty of the Borrower, the Company or NII herein,
and no certification, document or statement furnished or to be furnished to
Creditor contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements of fact contained
herein not misleading.



     Section 7.18. Business. None of the Borrower, the Company or any Foreign
Affiliate has (i) on and after February 1, 1997, conducted any business other
than relating to the development, financing, construction, ownership and
maintenance of the System or the Telecommunications Business, or (ii) prior to
February 1, 1997, conducted any business which


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 could reasonably be expected to have a Material Adverse Effect on the
Collateral owned by the Company or its Subsidiaries.



     Section 7.19. Survival of Representations and Warranties. Each of the
representations and warranties set forth in Section 7 hereof (subject, in the
case of NII, to the provisions of Section 12.11 hereof) shall be deemed
repeated on (a) the date of each Advance, (b) the first day of each Interest
Period, and (c) each date upon which the audited or unaudited (as applicable)
financial statements of the Borrower, the Company and NII are delivered to the
Creditor pursuant to Section 8.02 or 8.03 (as applicable) (or, if earlier, such
date upon which such statements are required to be delivered under which
sections), as fully as if made on each such date with respect to the
circumstances of the relevant Credit Party existing at such time; provided that
the representations and warranties set forth in subsections 7.05(a), (b) and
(c) hereof as to the financial statements of the Borrower, the Company and NII
shall be deemed a reference to the audited and unaudited financial statements
of the Borrower, the Company and NII most recently delivered to the Creditor
pursuant to Sections 8.02 and 8.03 hereof.



     Section 7.20. ERISA.


     (a)  No Credit Party is a participating employer in: (i) any Plan under
which more than one unrelated employer makes contributions as described in
Section 4063 and 4064 of ERISA, or (ii) a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.


     (b)  Subject to the first paragraph of Section 7, all references to a
Credit Party in this Section 7.20 or in any other Section of this Agreement
relating to ERISA (other than references relating to the knowledge or awareness
of the Borrower, the Company, NII and Nextel S.A.) shall be deemed to refer to
such Credit Party and all other entities that are part of a Controlled Group as
of the relevant date.



     Section 7.21. Regulation. As a result of the Creditor’s participation in
the transaction contemplated by this Agreement and the other Credit Documents
(but without consideration of any of the Creditor’s other activities,
including, without limitation, the Creditor’s execution and delivery of, and
performance of its obligations under, the Credit Documents and enforcement of
its rights and remedies thereunder:



		
	 	     (a) The Creditor will not be subject to regulation under any
Governmental Authority in Brazil.




		
	 	     (b) The Creditor will not be subject to regulation as a
“bank” by any Governmental Authority in the United States of
America.




     Section 7.22. Use of Proceeds. No part of the proceeds received by any
Credit Party from the Advances will be used directly or indirectly for (a) any
purpose other than as is set forth in Section 2.06 hereof, or (b) the purpose
of purchasing or carrying, or for payment in full or in part of Indebtedness
that was incurred for the purposes of purchasing or carrying, any margin stock
(within the meaning of Regulation U or X of the Board of Governors of the
Federal Reserve System).


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     Section 7.23. Investment Company. Neither the Borrower, the Company nor
NII is an “Investment Company” within the meaning of the Investment Company Act
of 1935.



     Section 7.24. Bank Accounts. Schedule 7.24 hereto is a complete and
accurate list of all bank accounts maintained by the Borrower, the Company and
each of the Foreign Affiliates with any bank or financial institution.



     Section 7.25. Inactive Foreign Affiliates. None of the Majority-Owned
Foreign Affiliates own assets having a value in excess of $25,000, other than
Nextel S.A. and the Borrower. For purposes of this Section 7.25, value shall
be determined by using the lesser of (x) book value and (y) fair market value.



     Section 7.26. Construction of the System. The Company has constructed the
System in Rio de Janeiro and São Paulo as required and permitted pursuant to
the Licenses.



     Section 7.27. Guarantees and Security Documents The Borrower represents
and warrants on behalf of the Persons listed on Schedules 5.01 and 6.01 for the
purposes of the Guarantees and the other agreements executed pursuant to
Section 6 by such Persons, the representations and warranties attributable to
such Person contained in Section 7.02(a), 7.02(b), 7.03(a)(i), 7.03(a)(iv),
7.03(b), 7.04 and 7.11 are true and correct.



     Section 7.28. Lease Agreements. Schedule 7.28 hereto lists all Leases
of the Borrower and all Lease Assignment Agreements with respect to such Leases
in effect as of the date hereof.



     SECTION 8. AFFIRMATIVE COVENANTS


     Until the payment in full of the Advances, any interest due thereon and
all other amounts due hereunder, and so long as this Agreement remains in
effect, each Credit Party covenants and agrees that, unless the Creditor shall
otherwise consent in writing, it shall comply in all respects with each of the
following covenants and agreements attributed to it.


     In addition, each of the Borrower, NII and the Company agrees to cause
each Foreign Affiliate to comply in all respects with each covenant and
agreement set forth below and attributed to such Foreign Affiliate.



     Section 8.01. Performance of Obligations.


     (a)  Each of the Borrower, the Company, NII and the Foreign Affiliates
shall punctually pay all amounts due by it under each of the Credit Documents
relating to the Obligations at the times, on the dates and in the places
specified therein, and shall timely perform all of its other obligations,
undertakings and covenants under each of the Credit Documents to the extent
relating to the Obligations.


     (b)  Each of the Borrower, NII, the Company and the Foreign Affiliates
shall punctually pay all its respective Indebtedness and shall perform all its
respective contractual obligations (except those being diligently contested in
good faith by appropriate proceedings) promptly pursuant to agreements to which
it is a party or by which it is bound at all times during the term of this
Agreement.


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     (c)  Each of the Borrower, NII, the Company and the Foreign Affiliates
shall pay and discharge all taxes, assessments and governmental charges levied
upon it or against any of its respective properties or assets prior to the date
after which penalties attach for failure to pay, except for such taxes,
assessments and governmental charges that are being contested in good faith and
so long as such Credit Party has established adequate reserves therefor on the
books of such Credit Party in accordance with GAAP or as to which the aggregate
amount of such taxes, assessments and governmental charges is less than two and
one half million dollars ($2,500,000) (or seven and one half million dollars
($7,500,000 in the aggregate in the case of NII, the Company, the Borrower and
the Foreign Affiliates) and the nonpayment of which could not reasonably be
expected to have a Material Adverse Effect under the circumstances. Each of
the Borrower, NII, the Company and the Foreign Affiliates shall make timely
filings of all tax returns and material governmental reports required to be
filed or submitted by any of them under any applicable laws or regulations. If
any such Person pays any tax or charge as provided herein or makes any
deductions or withholdings from amounts paid hereunder, the Borrower, the
Company or NII shall promptly forward to the Creditor official receipts or
other evidence acceptable to the Creditor establishing payment of such amounts.



     Section 8.02. Annual Financial Statements.


     (a)  As soon as available, but not later than 120 days after the end of its
fiscal year, the Company shall deliver to the Creditor a copy of the
consolidated annual financial statements of the Company and its Subsidiaries
(including, without limitation, its balance sheet, statement of income,
statement of changes in stockholders’ equity and statement of cash flows and
related earnings for such fiscal year with related notes specifying significant
accounting practices and their impact on such financial statements and with
related schedules) as at and for the fiscal year then ended, audited and
certified by Deloitte & Touche LLP or other internationally recognized
independent certified public accountants of recognized standing selected by the
Company, without material exception or qualification and prepared in accordance
with GAAP. In addition, the principal financial officers of the Borrower, the
Company and of NII shall jointly deliver a certificate stating that at the date
of such certificate (i) in respect of NII, the Borrower, the Company and the
Foreign Affiliates, no Default or Event of Default has occurred and is
continuing, or if such Default or an Event of Default has occurred and is
continuing, with a reasonably detailed description thereof and the actions the
Borrower or the Company is taking with respect thereto, and (ii) there is no
litigation, initiated or filed by or against NII, the Borrower, the Company or
the Foreign Affiliates, and, except for Permitted Liens, no Lien against any of
the Collateral has been created, voluntarily or by operation of law, or if
there is any such litigation or Lien, a description thereof and the actions the
Borrower or the Company or any such other Credit Party, as the case may be, is
taking with respect thereto. In addition, the foregoing certificate shall set
forth in reasonable detail the calculations required to establish that the
financial covenants set forth in Section 8.15 hereof have been complied with.
In addition, the chief financial officer of NII shall deliver an updated
Invested Capital Schedule in the form of Exhibit D hereto reflecting updated
figures for acquisition costs, capital expenditures and working capital
advances made by NII or any equity investor on behalf of the Borrower, the
Company or any Majority-Owned Foreign Affiliates and working capital advances
made by NII to the Borrower, the Company or Nextel S.A. to the extent permitted
hereunder.


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     (b)  As soon as available, but not later than 120 days after the end of
NII’s fiscal year, the Company shall deliver to the Creditor a copy of the
consolidated annual financial statements of NII, the Company and its
Subsidiaries including, at least, NII’s, the Company’s and its Subsidiaries’
consolidated balance sheet, consolidated statement of income, statement of
changes in stockholders’ equity and statement of cash flows and retained
earnings for the fiscal year then ended of NII with related notes specifying
significant accounting practices and their impact on such financial statements
and with related schedules as at and for the fiscal year then ended, audited
and certified by Deloitte & Touche LLP or other internationally recognized
independent certified public accountants of recognized standing selected by
NII, without material exception or qualification and prepared in accordance
with GAAP. The foregoing financial statements shall be accompanied by a
certificate of the Company’s or NII’s principal financial officer setting forth
in reasonable detail each of the calculations required to establish compliance
with the financial covenants set forth in Section 8.15 hereto, which
certificate shall include a representation that each such calculation
(including, without limitation, any such calculations made pursuant to any
Schedule to this Agreement) (i) has been made in accordance with GAAP, (ii) is
consistent with all relevant definitions set forth in this Agreement, and (iii)
is consistent with the Company’s preparation of the Approved Business Plan.



     Section 8.03. Quarterly Financial Statements.


     (a)  As soon as available but not later than 60 days after the end of each
fiscal quarter occurring within its fiscal year (other than the fourth fiscal
quarter), the Company shall deliver to the Creditor a copy of consolidated
unaudited financial statements of the Company and its Subsidiaries for such
quarterly period (including, without limitation, its balance sheet, statement
of income, statement of changes in stockholders’ equity and statement of cash
flows and related earnings, for such quarter) which shall be certified as
having been prepared in accordance with GAAP by the principal financial officer
of the Company. In addition, the chief financial officers of each of the
Borrower, NII and the Company shall jointly deliver a certificate stating that
at the date of such certificate (i) in respect of NII, the Borrower, the
Company and any Foreign Affiliate, no Default or Event of Default has occurred
and is continuing, or if such Default or an Event of Default has occurred and
is continuing, with a reasonably detailed description thereof and the actions
being undertaken by the Company with respect thereto, and (ii) there is no
litigation initiated or filed by or against the Borrower, NII, the Company or
any Foreign Affiliate, and except for Permitted Liens, no Lien against any of
the Collateral has been created, voluntarily or by operation of law, or if
there is any such litigation or Lien, a description thereof and the actions the
Borrower, the Company or any other such Credit Party as the case may be, is
taking with respect thereto. In addition, the foregoing certificate shall set
forth in reasonable detail the calculations required to establish that the
financial covenants set forth in Section 8.15 hereof have been satisfied. In
addition, the chief financial officer of NII shall deliver an updated Invested
Capital Schedule in the form of Exhibit D hereto reflecting updated figures for
acquisition costs, capital expenditures and working capital advances made by
NII or any equity investor on behalf of the Borrower, the Company or any
Majority-Owned Foreign Affiliates and working capital advances made by NII to
the Borrower, the Company, Nextel S.A. to the extent permitted hereunder.


     (b)  As soon as available but not later than 60 days after the end of each
fiscal quarter occurring within its fiscal year (other than the fourth fiscal
quarter), the Company shall deliver to


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 the Creditor a copy of consolidated unaudited financial statements of NII
and the Subsidiaries for such quarterly period (including, without limitation,
its consolidated balance sheet, consolidated statement of income, statement of
changes in stockholders’ equity and statement of cash flows and related
earnings, for such quarter) which shall be certified as having been prepared in
accordance with GAAP by the principal financial officer of NII. The foregoing
financial statements shall be accompanied by a certificate of the Company’s or
NII’s principal financial officer setting forth in reasonable detail each of
the calculations required to establish compliance with the financial covenants
set forth in Section 8.15 hereto, which certificate shall include a
representation that each such calculation (including, without limitation, any
such calculations made pursuant to any Schedule to this Agreement) (i) has been
made in accordance with GAAP, (ii) is consistent with all relevant definitions
set forth in this Agreement, and (iii) is consistent with the Company’s
preparation of the Approved Business Plan.



     Section 8.04. Other Information.


     (a)  Promptly upon their becoming available, the Company and NII shall
deliver to the Creditor copies of all material notices or material documents
given or received by any Credit Party pursuant to any of the System Documents.


     (b)  From time to time, the Borrower, the Company and NII shall deliver to
the Creditor, such other information regarding the business of the Borrower,
the Company, NII, the Foreign Affiliates, the System or the Telecommunications
Business as the Creditor may reasonably request.


     (c)  As soon as available, but, in any event, within sixty (60) days after
the end of each fiscal quarter of the Company and the Borrower, a copy of a
management report, which shall contain to the extent pertinent for such period
(i) statistical information regarding Subscriber load and number of Subscribers
lost (including, without limitation, average Subscriber load for each
applicable quarter and Subscriber load as of the end of such quarter), (ii)
revenue per Subscriber and usage (including, without limitation, dispatch,
interconnect and other minutes billed, and basic charges), (iii) management and
marketing fees billed, (iv) any changes and updates from the last management
report delivered to the Creditor under Section 8.04(c) of the First Amended EFA
regarding (A) the network installation progress including, without limitation,
cities in Brazil served by the iDEN network, and a list specifying each new
License, the channels which such License controls (and in which cities), any
modification to any License, and the expiration date of such License and the
renewal dates as provided by applicable telecommunications law), and (B) the
iDEN network operation benchmarks (as prepared by the management of the
Company), such management report to be certified by an Authorized Officer of
the Company and the Borrower.


     (d)  The Company and the Borrower shall, (i) no less than ten (10) days in
advance of the beginning of each calendar year of the Company and the Borrower,
adopt and deliver to the Creditor a preliminary Approved Business Plan setting
forth in detail an annual budget for the ensuing year and (ii) by February 28th
of each year, an Approved Business Plan setting forth in detail an annual
budget for such year which shall include the foreign exchange rate to be
utilized in such year’s covenant calculations. If for any reason the Company
or the Borrower shall not have adopted a preliminary Approved Business Plan for
the ensuing year before the beginning of


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 the fiscal year or fails to deliver such new Approved Business Plan at
least ten (10) days in advance of the beginning of such fiscal year, the
Approved Business Plan for the preceding year shall, until ten (10) days after
delivery of such preliminary Approved Business Plan for the ensuing year to the
Creditor, be deemed to be in full force and effect as the Approved Business
Plan. If for any reason the Company or the Borrower shall not have adopted a
final Approved Business Plan for the then current year before February 15th of
such year, the Approved Business Plan for the preceding year shall, until ten
(10) days after delivery of such final Approved Business Plan for such year to
the Creditor, be deemed to be in full force and effect as the Approved Business
Plan. Thereafter (but not more frequently than quarterly in any calendar year),
if there is a breach by the Company or the Borrower of any of the financial
covenants set forth in Section 8.15 of this Agreement or at the request of the
Creditor when an Event of Default has occurred and is continuing, the Company
or the Borrower shall promptly adopt and deliver to the Creditor an amended
Approved Business Plan. Each such Approved Business Plan shall identify the
quarterly expenditures and investments for the following major matters: ongoing
development, operations, maintenance, financing, acquisition and expansion of
System and the Telecommunications Business. Each Approved Business Plan shall
be accompanied by a statement of the chief financial officer of the Company to
the effect that the items set forth therein are reasonable estimates for the
period covered thereby.


     (e)  Promptly upon the execution and delivery thereof, copies of all
interconnect agreements with local exchange carriers and long distance carriers
of each city in Brazil in which any Credit Party currently provides, or in the
future will provide, services.


     (f)  The Company and the Borrower shall provide, or shall cause to be
provided to, the Creditor a monthly report summarizing the balance in the
Foreign Resident Account and each of the accounts referred to in the Security
Deposit Agreements including a description of all deposits and disbursements
therefrom. The Company and the Borrower shall provide, or shall cause to be
provided to, the Creditor a quarterly report summarizing the balance of each of
the Borrower’s and the Foreign Affiliates’ respective bank accounts including a
description of all deposits and disbursements therefrom.


     (g)  From time to time, the Company, the Borrower and NII shall deliver to
each Political Risk Insurer, such information regarding the Conditional Sale
Agreements and the transactions contemplated thereby and such other information
regarding the business of the Company, the Foreign Affiliates, the System or
the Telecommunications Business as such Political Risk Insurer may reasonably
request.


     (h)  Together with each report required under Section 8.02(a) or Section
8.03(a), the principal financial officer of each of the Borrower, the Company
and NII shall jointly execute and deliver an updated Collateral Report.


     (i)  The Company, NII and the Borrower shall inform the Creditor of any
assessment, lawsuit or claim with any administrative or judicial court or judge
involving Nextel S.A. or the Borrower pursuant to which the offering of
guaranty or deposit of funds is or may be required, as well as of any other
matter of legal action that may represent a potential bankruptcy claim
(provided such bankruptcy claim is in excess of $100,000 United States dollars)
of any third party or that may represent the failure of the Borrower or Nextel
S.A. to obtain tax certificates


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 required for the Borrower or Nextel S.A. to do business with any
government entity, within 10 business days counted from the date of receipt by
Nextel S.A. or the Borrower of any initial notice regarding said lawsuit or
claim or assessment;


     (j)  Together with each report required under Section 8.02 or Section 8.03,
the Borrower and Nextel S.A. shall deliver to the Creditor an officer’s
certificate signed by the Authorized Officers and the general counsel of the
Borrower and Nextel S.A. stating that (i) there exists no lawsuit or claim
before any administrative or judicial court or judge (whether or not involving
tax matters) involving the Borrower or Nextel S.A. where the obligation to
provide a guaranty or to deposit funds is not fully complied with and (ii) the
Borrower and Nextel S.A. and their Affiliates all have tax certificates
required for them to do business with any government entity; and (iii) the
Borrower and Nextel S.A. shall further make available to the Creditor and its
advisors, the reports from outside counsel and auditors of the Borrower and
Nextel S.A. related to the information contained in such statement.


     (k)  NII Cayman shall furnish to the Collateral Agent, ninety days after
the date hereof and on each anniversary of the date hereof, one or more
opinions of counsel addressing the granting and perfection of security
interests, in forms substantially similar to the forms of opinions delivered on
the date hereof, but updated to the date of delivery of such opinion.



     Section 8.05. Access to Books; Inspections.


     (a)  Each of the Borrower, the Company and NII (with respect to its
Brazilian operations) shall permit the Creditor and each of the Political Risk
Insurers and their respective representatives, at all reasonable times, but
prior to an Event of Default at the Creditor’s or such Political Risk Insurer’s
(as appropriate) own expense and with prior written notice to the Company and
the relevant other Credit Parties, and after an Event of Default at the expense
of the Borrower, the Company and NII and each Foreign Affiliate, to inspect the
facilities, activities, books of account and records of the Borrower, the
Company and the other Credit Parties and make copies thereof, and shall cause
its representatives, employees and accountants to give their full cooperation
and assistance in connection with any such visits of inspection or any
financial conferences called by the Creditor or such Political Risk Insurer.
The Company shall promptly supply to the Creditor or a Political Risk Insurer
(as appropriate) copies of any reports on its or the Borrower’s or NII’s (with
respect to its Brazilian operations) or any Foreign Affiliate’s business and
activities which are publicly distributed, and will give notice of and make
available to the Creditor or a Political Risk Insurer (as appropriate) copies
of any other reports on its or the Borrower’s or NII’s (with respect to its
Brazilian operations) or any Foreign Affiliate activities and reports made to
the government, or any governmental agency or council as the Creditor or such
Political Risk Insurer may from time to time reasonably request. Each of the
Company and NII shall also make available such further information concerning
its, the Borrower’s NII’s or any other Foreign Affiliate’s business and affairs
in Brazil as the Creditor or any Political Risk Insurer may from time to time
reasonably request.


     (b)  Each Credit Party shall maintain an adequate accounting system,
including books, accounts and records, prepare all financial statements
required hereunder in accordance with GAAP, consistently applied, and in
compliance with the regulations of any governmental regulatory body having
jurisdiction thereof.


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     Section 8.06. Governmental Approvals. Each of the Borrower, NII, the
Company and the Foreign Affiliates shall promptly from time to time obtain or
cause to be obtained all Governmental Approvals as shall now or hereafter be
necessary (i) to import the equipment pursuant to the Conditional Sale
Agreements including, without limitation, the registration of the Conditional
Sale Agreements with the Brazilian Central Bank and any other registration
required by the Brazilian Central Bank, (ii) as is customary for the
construction, ownership, completion, operation and maintenance of the System
and the Telecommunications Business and as contemplated by the System Documents
(except where failure to obtain could not reasonably be expected to have a
Material Adverse Effect), and (iii) for the grant of the assignments and
security interests granted by the Security Documents or the validity and
enforceability thereof or for the perfection of or the exercise by the Creditor
of its rights and remedies thereunder. Such Person shall promptly furnish to
the Creditor copies of all such Governmental Approvals.



     Section 8.07. Insurance.


     (a)  Business Insurance. The Borrower shall (i) maintain or cause to be
maintained, to the extent available on commercially reasonable terms, in full
force and effect at all times on and after the Original Closing Date and
continuing until the Maturity Date, with responsible insurance companies having
a Best Insurance Reports rating of “A-” or better and a financial size category
of “IX” or higher (and other companies reasonably acceptable to the Creditor)
such insurance on such of its properties, in such amounts and against such
risks and with such deductibles and other terms as is set forth on Schedule
8.07(a) hereto, (ii) file with the Creditor no more than 7 days after each
policy anniversary, certificates of all insurance then in effect, stating the
names of the insurance companies, the amounts of the insurance, the dates of
the expiration thereof and the properties and risks covered thereby and
specifically listing the special provisions enumerated for such insurance
required by this Section 8.07 and indicating the Collateral Agent or sub
collateral agent, on behalf of the Creditor and the Indenture Trustee as an
additional insureds under the policies, and (iii) obtain such additional
insurance, to the extent available on commercially reasonable terms, as the
Creditor may reasonably request to cover risks not foreseen prior to the
Original Closing Date. The certificates of insurance referred to in clause
(ii) hereof shall be executed by an authorized representative of each insurer.
Upon request, the Borrower will promptly furnish the Creditor with evidence of
such insurance relating to the System and the Telecommunications Business.


     (b)  Political Risk Insurance. The Company shall maintain or cause to be
maintained with OPIC and AIG (or any other Political Risk Insurer reasonably
acceptable to the Creditor) Political Risk Insurance in the amounts set forth
on Schedule 8.07(b) hereto. The Company shall pay all costs and premiums in
connection with the Political Risk Insurance.



     Section 8.08. Continuance of Business. Each of the Borrower, NII, the
Company and the Foreign Affiliates shall maintain their respective corporate
existence, rights, licenses and privileges in good standing under and in
compliance with all applicable laws and regulations, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect and shall maintain, subject to the provisions of
Section 9.05 hereof, the present character of its respective business. Each of
the Borrower, the Company and the Foreign Affiliates shall conduct its
respective business substantially within the scope provided in the Licenses (or
as otherwise contemplated in the Approved Business Plan)


-51-








 




 and in material compliance with applicable laws and regulations binding on
it or its operations or assets except those laws and regulations that are being
contested in good faith by appropriate proceedings and as to which such
noncompliance could not reasonably be expected to have a Material Adverse
Effect.



     Section 8.09. Maintenance and Repairs. Each of the Borrower, the Company
and the Foreign Affiliates shall conduct its respective business in a manner
consistent with prudent industry standards, keep all its respective material
assets and properties in good working order and condition, and from time to
time make all needful and proper repairs, renewals, replacements and
improvements thereof so that the business carried on in connection therewith
may be properly and prudently conducted at all times.



     Section 8.10. Compliance with Law.


     (a)  Each of the Borrower, NII, the Company and the Foreign Affiliates
shall comply with the requirements of all applicable Governmental Rules except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect. In particular, and without application of any materiality
standard, each such Person agrees that its activities in connection with the
System and the Telecommunications Business shall be conducted in full
compliance under the United States Foreign Corrupt Practices Act and any other
applicable law dealing with improper or illegal payments, gifts or gratuities.
Promptly upon request, but no later than 15 days after such request, each of
the Borrower, the Company and NII shall provide the Creditor with certification
to the effect that neither it nor any of its Subsidiaries has made any
payments, directly or indirectly, in violation of the foregoing agreement.
Notwithstanding the foregoing, the covenants contained in this Section 8.10
shall not be deemed to have been violated to the extent any failure to comply
with any Governmental Rules or any other requirement of this Section 8.10 is
attributable to the assumption that no part of the funds used by the Creditor
to make or hold the Advances constitutes, directly and indirectly, the assets
of an “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or
a “plan,” within the meaning of Section 4975(e)(1) of the Code being false or
incorrect. Each Credit Party warrants and represents that since the merger
with Wireless it has not taken any action, or failed to take any action, with
respect to the System or the Telecommunications Business if that act or failure
to act would have violated this Section 8.10. NII and the Company warrant and
represent that prior to the merger with Wireless, NII and the Company conducted
reasonable due diligence of Wireless and its Subsidiaries and in connection
therewith nothing came to their attention or led them to believe that the
activities of Wireless or any officers, directors or agents thereof could be
construed as violations of the United States Foreign Corrupt Practices Act of
Wireless and its Subsidiaries if they had been wholly owned Subsidiaries of NII
at the time of such activities. To the extent the warranties and
representations contained in this Section 8.10(a) relate to any Governmental
Rule, including, but not limited to, the United States Foreign Corrupt
Practices Act, related to an “employee benefit plan,” within the meaning of
Section 3(3) of ERISA, or a “plan,” within the meaning of Section 4975(e)(1) of
the Code, such warranties and representations are made assuming that no part of
the funds used by the Creditor to make or hold the Advances constitutes,
directly and indirectly, the assets of an “employee benefit plan,” within the
meaning of Section 3(3) of ERISA, or a “plan,” within the meaning of Section
4975(e)(1) of the Code.


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     (b)  Notwithstanding anything in the foregoing paragraph (a) or in this
Agreement to the contrary, the Company and NII shall keep the System and the
assets of the Telecommunications Business free of any Lien imposed pursuant to
any Environmental Law, and will pay or cause to be paid when due any and all
costs in connection with the foregoing (except where the same are being
contested in good faith by proper procedures and as to which either (x)
adequate reserves have been established in accordance with GAAP on the books of
such Person or (y) nonpayment of which could not reasonably be expected to
result in liability in excess of $100,000 and could not reasonably be expected
to have a Material Adverse Effect), including without limitation the cost of
identifying the nature and extent of the presence of any Materials of
Environmental Concern in, on or from the System and the assets of the
Telecommunications Business or on any real property owned or leased by the
Borrower, the Company or any Foreign Affiliate or any real property which is
subject to any mortgage securing directly or indirectly all or any part of the
Advances, and the cost of delineation, removal, treatment and disposal of any
such Materials of Environmental Concern. If the Company or NII fails to do any
of the foregoing, then (i) after the occurrence of an Event of Default related
thereto which is continuing under this Agreement or (ii) in the event the
Creditor sustains any liability, loss, cost, damage or expense (including
reasonable attorneys’ fees and expenses) arising out of the presence of
Materials of Environmental Concern in, on or about, or resulting from, the
System, the assets of the Telecommunications Business or the Collateral, the
Creditor may cause the System, the assets of the Telecommunications Business or
the Collateral to be freed (by removal or otherwise) from such Materials of
Environmental Concern, and the cost of such action (including reasonable
attorneys, consultants’ and laboratories’ fees and expenses) shall be added to
the Obligations of the Borrower pursuant to this Agreement and secured by the
Security Documents. The Borrower, NII, the Company and each Foreign Affiliate
will give to the Creditor and its agents and employees reasonable access to the
System, the assets of the Telecommunications Business and the Collateral to
effect the foregoing, including, without limitation, following such failure the
periodic conduct of an environmental audit, the cost of such audit to be paid
by the Borrower, to ensure compliance with this Section 8.10.


     (c)  None of the Company, the Borrower or the Foreign Affiliates shall use
the System, the Telecommunications Business or any of their real property to
generate, manufacture, refine, produce, treat, store, handle, dispose of,
transfer, process or transport Materials of Environmental Concern other than in
compliance with Environmental Laws.


     (d)  Each of the Company, the Borrower and the Foreign Affiliates will
notify the Creditor promptly upon its receipt of any notice or advice from any
Governmental Authority or in writing from any other source with respect to
Materials of Environmental Concern on, from or affecting the System or the
Telecommunications Business. Each such Person will also make available for
inspection by the Creditor and its agents and employees, accurate and complete
records of all investigations, studies, sampling and testing conducted, and any
and all remedial actions taken, by the Company, the Borrower and any Foreign
Affiliate or, to the knowledge of and to the extent obtained by, the Company,
the Borrower or NII, any Governmental Authority or other Person in respect of
Materials of Environmental Concern on or affecting the System or the
Telecommunications Business.


     (e)  Neither the Company, Nextel S.A. nor the Borrower shall take any
action to prevent its employees from lawfully exercising their right of free
association and their right to organize


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 and bargain collectively. The Company, Nextel S.A. and the Borrower
further agree to observe applicable laws relating to a minimum age for
employment of children, acceptable conditions of work with respect to minimum
wages, hours of work and occupational health and safety, and not to use forced
labor. Additionally, the Company, Nextel S.A. and the Borrower agree to take
action to assure that employees shall be permitted to remove themselves from
dangerous work situations without jeopardy to their continued employment, and
that no children under the age of fifteen (15) years of age will be employed
for the System or the Telecommunications Business. The Company, Nextel S.A.
and the Borrower are not responsible under this Section 8.10 for the actions of
a Governmental Authority.



     Section 8.11. Notices. Each of the Borrower, the Company and NII (as
applicable) shall promptly, but in no event later ten (10) Business Days
(unless otherwise indicated below) after the occurrence of the following
events, give notice to the Creditor of the occurrence of any of the following:



		
	 	     (a) a Default or an Event of Default;




		
	 	     (b) a default by NII, the Company, the Borrower or any
Foreign Affiliate under any System Document, together with a
statement of action proposed to be taken by such Credit Party to
cure such default;




		
	 	     (c) any (i) written claim, litigation, investigation or
proceeding which arises at any time involving the Licenses in the
Major Market Areas; (ii) written claim, litigation, investigation
or proceeding which arises at any time involving any Credit Party
which could reasonably be expected to have a Material Adverse
Effect; (iii) the issuance by any court or governmental agency or
authority of any injunction order, decision or other restraint
prohibiting, or having the effect of prohibiting, the making of
Advances hereunder, or invalidating, or having the effect of
invalidating, any provision of this Agreement or any of the other
Credit Documents, including but not limited to, provisions
regarding the granting of security interests in the Collateral or
the priority of such security interests, or the initiation of any
litigation or similar proceeding seeking any such injunction,
order, decision or other restraint; or (iv) any written challenge
to the Licenses by any third party in the Major Market Areas;




		
	 	     (d) any development in the business or affairs of any of NII,
the Borrower, the Company or any Foreign Affiliate which has
resulted in or could reasonably be expected to result in a
Material Adverse Effect;




		
	 	     (e) with thirty (30) days prior written notice thereof, the
movement of any of the iDEN equipment outside of Brazil after
delivery from a Motorola Entity;




		
	 	     (f) with thirty (30) days prior written notice thereof, the
movement of the Company’s, the Borrower’s or any Foreign
Affiliate’s principal place of business to any location other than
as set forth in the Security Documents executed by such Person;



-54-








 








		
	 	     (g) within thirty (30) days of receipt thereof, any notice
received by any of NII, the Company, the Borrower or any Foreign
Affiliate from any other Governmental Authority regarding events
which, if determined adversely, could reasonably be expected to
have a Material Adverse Effect, including, without limitation, the
rejection, termination or revocation or any License or
Governmental Approval;




		
	 	     (h) any fire, explosion, accident, strike, lockout or other
labor dispute, drought, storm, hail, earthquake, embargo, act of
God or of the public enemy or other casualty (whether or not
covered by insurance) or other event of Force Majeure (as defined
under Article 1058, first paragraph of Brazilian Code) which could
reasonably be expected to have a Material Adverse Effect; and




		
	 	     (i) promptly, upon their becoming available (and the Company
and NII becoming aware of their existence), copies of: (i) all
correspondence with any representative of PBGC, the Secretary of
Labor or the IRS with respect to any Plan, relating to an actual
or threatened change or development that could reasonably be
expected to have a Material Adverse Effect; and (ii) copies of any
notices of Plan termination filed by any Plan Administrator (as
those terms are used in ERISA) with the PBGC and of any notices
from the PBGC to the Company with respect to the intent of the
PBGC to institute involuntary termination proceedings where such
termination could reasonably be expected to have a Material
Adverse Effect.



     Each notice shall be accompanied by a statement of the principal financial
officer of the Borrower or the Company (as applicable) setting forth details of
the occurrence referred to therein and stating what action the Borrower and the
Company propose to take with respect thereto.



     Section 8.12. Further Assurances.


     (a)  Each of NII, the Company, the Borrower and the Foreign Affiliates
shall register or record each of the Credit Documents to which it is a party
(or a copy thereof) required to be registered or recorded and execute and file
and cause to be filed in such offices as shall be required or appropriate under
any applicable Uniform Commercial Code or mortgage recording or other statute
in any state or jurisdiction, and, in each such case, in such manner and form
as the Creditor may reasonably require or as may be necessary under applicable
governmental laws, any financing statement, registration, mortgage or other
instrument that may be necessary, or that the Creditor may reasonably request,
in order to create, perfect, preserve, validate or satisfy the Liens granted to
the Creditor pursuant to the Security Documents and shall pay (except to the
extent resulting solely from an act or omission of the Creditor) all costs,
charges and expenses of and incidental to the registration and recordation of
the Credit Documents and the filing or recording of such financing statements,
mortgages or other instruments; provided, that the foregoing obligations in
this clause (a) shall not apply with respect to Liens on Immaterial Assets.


-55-








 


     (b)  To the extent and at such times as real estate is acquired by any of
NII, the Borrower, the Company or any Foreign Affiliate, such Person shall
promptly cause such real estate to be subjected to a Lien in favor of the
Creditor and such Person will execute, deliver and register the necessary
mortgages. The Borrower hereby agrees to mortgage the real property described
in Schedule 8.12(b) attached hereto within 10 (ten) Business Days following the
date the Borrower registers ownership of such property before a competent Real
Estate Public Registry.


     (c)  To the extent and at such times as additional easements and
rights-of-way are obtained by any of NII, the Borrower, the Company or any
Foreign Affiliate, such Person shall promptly use good faith and commercially
reasonable efforts to cause such easements and rights-of-way to be subjected to
the Lien of the Security Documents, and such Person will cause the necessary
amendments to be made in respect thereto.


     (d)  Each of NII, the Borrower, the Company and the Foreign Affiliates
shall at all times and at such Person’s cost, warrant and defend its title in
and to the Collateral attributed to it.


     (e)  To the extent and at such times as Leases are entered into from and
after the Original Closing Date (other than Leases entered into in connection
with Permitted Sale-Leaseback Transactions) by any of NII, the Borrower, the
Company or any Foreign Affiliate, such Person shall, to the extent that such
Lease may be assigned (provided that NII, the Borrower, the Company or such
Foreign Affiliate shall have used good faith and commercially reasonable
efforts to allow such Lease to be assigned), execute and deliver a Lease
Assignment Agreement in the form of Exhibit M-2 to the Original EFA
(incorporated herein by reference) in respect of such Lease in favor of the
Creditor and register such Lease and the Lease Assignment Agreement. No Lease
shall contain a provision that would result in a termination of such Lease or a
modification of any material right or obligation thereunder upon a change in
control of the lessee (including without limitation a change of control
effectuated through any of the Security Documents). Each Credit Party agrees
to give the Creditor notice of any non-compliance or default under any Lease
within 10 Business Days of any such non-compliance or default and each Credit
Party acknowledges its obligations to comply with all Leases as set forth in
Section 8.01(b).


     Notwithstanding the foregoing, with respect to all Leases constituting
Additional System Documents, either (x) (i) the language set forth on Exhibit G
to the Original EFA (incorporated herein by reference) must be included in all
such Leases, and (ii) a Lease Assignment Agreement in the form of Exhibit M-2
to the Original EFA (incorporated herein by reference) in respect of such Lease
must be executed by the parties to such Lease in favor of the Creditor and such
Lease Assignment Agreement must be properly registered (it being understood
that, notwithstanding Section 9.14, no Consent to Assignments shall be required
with respect to such Leases), or (y) (i) the Lease shall include a purchase
option entitling the lessee to purchase all of the property subject to the
Lease within one (1) year from the date such Lease was first entered into, (ii)
the lessee shall exercise such purchase option as soon as such option is
exercisable, and (iii) the property subject to such Lease shall be purchased by
the lessee no later than one (1) year from the date such Lease was first
entered into, and mortgaged to the Creditor as required under Section 8.12(b).
Failure to comply with the foregoing within 15 Business Days following a
written request by the Creditor (including compliance with the above provisions
with respect to


-56-








 




 any Lease Assignment Agreements for existing Leases on the date hereof)
shall be considered an Event of Default.


     (f)  To the extent and at such times Intellectual Property is acquired by
the Borrower, the Company or any Foreign Affiliate, such Person shall execute
and deliver to the Creditor a trademark assignment agreement in the form of
Exhibit R to the Original EFA (incorporated herein by reference) and register
such agreement.


     (g)  To the extent any Foreign Affiliate owns assets in excess of $10,000
or conducts any business operation, such Foreign Affiliate shall execute and
deliver a Foreign Affiliate Security Agreement or amend existing agreements and
take all actions required to create and perfect a first priority lien on the
assets of such Foreign Affiliate to the extent any such assets had not been
previously included as security pursuant to a Security Agreement.


     (h)  To the extent permitted by applicable law and at such times the
Borrower, the Company or any Foreign Affiliate acquires or leases any phone
lines after October 31, 1997 which interconnect with the land lines operated by
Telebras, any other Governmental Authority or other phone company which phone
lines are essential to the phone/interconnect operation of the System, the
Company, the Borrower or such Foreign Affiliate shall cause such phone lines to
be subjected to the Lien of the Security Documents and assign its interest in
such interconnect agreement and such Person will cause the necessary amendments
to be made in respect thereto. Section 8.13 hereof shall apply to all other
phone lines owned or leased by the Company, the Borrower and the Foreign
Affiliates.


     (i)  From time to time and at all times hereafter upon the reasonable
request of the Creditor and (except to the extent are caused solely by a change
in circumstance related to the Creditor) at the cost of the Borrower, the
Borrower, the Company and NII shall execute and cause to be done and executed
all such acts, deeds and assurances to perfect, preserve or protect the rights
of the Creditor with respect to the Collateral as the Creditor may reasonably
request.


     (j)  Each Person that is or becomes a Majority-Owned Foreign Affiliate
shall have executed and delivered, or promptly after becoming a Majority-Owned
Foreign Affiliate shall execute and deliver, a power of attorney to the
Creditor, in form and substance reasonably satisfactory to Creditor, covering
all Leases, System Documents, interconnect agreements and any other agreement
that such Credit Party is or may in the future become a party to that relates
to the System or Telecommunications Business (the “Covered Documents”). Such
power of attorney shall grant the Creditor irrevocable authority upon the
occurrence and continuation of an Event of Default to act on behalf of the
applicable Credit Party with respect to any matter arising under any Covered
Documents, including without limitation effectuating an assignment of any of
the Covered Documents.



     Section 8.13. Restricted Assets. If during the term of this Agreement it
becomes permissible and commercially practicable in the Creditor’s reasonable
determination under applicable Governmental Rule to grant a lien on any
Restricted Asset, the Borrower, the Company and NII will, and will cause each
Foreign Affiliate (at their expense), to take all actions required to create
and perfect a first priority lien on such Restricted Assets in favor
of the


-57-






 



Creditor and deliver opinions relating to the security interests in such
assets in form and substance satisfactory to the Creditor.



     Section 8.14. Maintenance of Licenses. Except to the extent loss of a
License could not reasonably be expected to have a Material Adverse Effect,
each of NII, the Borrower, the Company and the Foreign Affiliates shall: (i)
comply with all the terms and conditions of the Licenses, preserve and maintain
each License in full force and effect and shall not permit or suffer to exist
any default under the Licenses; (ii) enforce and maintain all of its respective
rights under such Licenses; and (iii) not permit or consent to the modification
or waiver of any provision of the Licenses.



     Section 8.15. Financial Covenants. The Company and its Subsidiaries shall
have or maintain, on a consolidated basis, at all times:



		
	 	     (a) a Fixed Charge Coverage Ratio (measured at the end of
each fiscal quarter) of not less than 1.00:1.00 (the components of
such Fixed Charge Coverage Ratio being calculated on a rolling
four quarter basis as of such quarter end date; provided that for
the fiscal quarters ending 03/31/03, 06/30/03, and 09/30/03, the
components shall be measured for the periods commencing 01/01/03
and ending on such dates and such measurement shall be multiplied
by four (in the case of the fiscal quarter ending 03/31/03), by
two (in the case of the fiscal quarter ending 06/30/03) and by
four thirds (in the case of fiscal quarter ending 09/30/03));




		
	 	     (b) EBITDA, measured at the end of each fiscal quarter period
then ended (calculated on a rolling four quarter basis as of such
quarter end date; provided that for the fiscal quarters ending
03/31/03, 06/30/03 and 09/30/03, EBITDA shall be measured for the
periods commencing 01/01/03 and ending on such dates and such
measurement shall be multiplied by four (in the case of the fiscal
quarter ending 03/31/03), by two (in the case of the fiscal
quarter ending 06/30/03) and by four thirds (in the case of fiscal
quarter ending 09/30/03):)), of not less than the respective
amounts set forth opposite each such date:




	 	 	 	 	 
	Date	 	EBITDA
	
	 	

	 	 	(Figures in '000s)
	March 31, 2003
	 	$	13,000	 
	June 30, 2003
	 	$	14,000	 
	September 30, 2003
	 	$	15,000	 
	December 31, 2003
	 	$	16,000	 
	March 31, 2004
	 	$	17,000	 
	June 30, 2004
	 	$	18,000	 
	September 30, 2004
	 	$	20,000	 
	December 31, 2004
	 	$	21,000	 
	March 31, 2005
	 	$	24,000	 
	June 30, 2005
	 	$	26,000	 
	September 30, 2005
	 	$	28,000	 




-58-






 




	 	 	 	 	 
	December 31, 2005
	 	$	30,000	 
	March 31, 2006
	 	$	32,000	 
	June 30, 2006
	 	$	35,000	 
	September 30, 2006
	 	$	37,000	 
	December 31, 2006
	 	$	40,000	 
	March 31, 2007
	 	$	41,000	 
	June 30, 2007
	 	$	42,000	 
	September 30, 2007
	 	$	44,000	 
	December 31, 2007
	 	$	46,000	 
	March 31, 2008
	 	$	48,000	 
	June 30, 2008
	 	$	50,000	 
	September 30, 2008
	 	$	53,000	 
	December 31, 2008
	 	$	56,000	 
	March 31, 2009
	 	$	60,000	 
	June 30, 2009
	 	$	63,000	 
	September 30, 2009
	 	$	67,000	 
	December 31, 2009
	 	$	71,000	 




		
	 	     (c) a ratio of Indebtedness to EBITDA as of the end of each
quarterly period then ended of not greater than the ratios set
forth opposite each such date (the components of such ratio of
Indebtedness to EBITDA being calculated on a rolling four quarter
basis as of such quarter end date; provided that for the fiscal
quarters ending 03/31/03, 06/30/03 and 09/30/03, the components
shall be measured for the periods commencing 01/01/03 and ending
on such dates and such measurement shall be multiplied by four (in
the case of the fiscal quarter ending 03/31/03), by two (in the
case of the fiscal quarter ending 06/30/03) and by four thirds (in
the case of fiscal quarter ending 09/30/03)) and it further being
understood that for purposes of this ratio, Financing Method
Obligations and Permitted Handset Obligations shall not be
considered Indebtedness nor will any interest in respect thereof
be added to determine EBITDA:




	 	 	 	 	 
	 	 	Indebtedness to
	Date	 	EBITDA
	
	 	

	March 31, 2003
	 	 	7.69x	 
	June 30, 2003
	 	 	7.14x	 
	September 30, 2003
	 	 	6.67x	 
	December 31, 2003
	 	 	8.75x	 
	March 31, 2004
	 	 	8.24x	 
	June 30, 2004
	 	 	7.78x	 
	September 30, 2004
	 	 	7.00x	 
	December 31, 2004
	 	 	6.67x	 
	March 31, 2005
	 	 	5.83x	 
	June 30, 2005
	 	 	5.38x	 
	September 30, 2005
	 	 	5.00x	 
	December 31, 2005
	 	 	4.67x	 
	March 31, 2006
	 	 	4.38x	 



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	June 30, 2006
	 	 	3.66x	 
	September 30, 2006
	 	 	3.46x	 
	December 31, 2006
	 	 	2.88x	 
	March 31, 2007
	 	 	2.80x	 
	June 30, 2007
	 	 	2.45x	 
	September 30, 2007
	 	 	2.34x	 
	December 31, 2007
	 	 	1.96x	 
	March 31, 2008
	 	 	1.88x	 
	June 30, 2008
	 	 	1.56x	 
	September 30, 2008
	 	 	1.47x	 
	December 31, 2008
	 	 	1.16x	 
	March 31, 2009
	 	 	1.08x	 
	June 30, 2009
	 	 	0.84x	 
	September 30, 2009
	 	 	0.79x	 
	December 31, 2009
	 	 	0.56x	 




		
	 	     (d) minimum Recurring Revenues as of the end of each
quarterly period then ended and shall be not less than the
respective amounts set forth opposite each such date (calculated
on a rolling four quarter basis as of such quarter end date;
provided that for the fiscal quarters ending 03/31/03, 06/30/03
and 09/30/03, Recurring Revenues shall be measured for the periods
commencing 01/01/03 and ending on such dates and such measurement
shall be multiplied by four (in the case of the fiscal quarter
ending 03/31/03), by two (in the case of the fiscal quarter ending
06/30/03) and by four thirds (in the case of fiscal quarter ending
09/30/03)):




	 	 	 	 	 
	 	 	Recurring Revenues
	Date	 	(Less Bad Debt)
	
	 	

	 	 	(Figures in '000s)
	March 31, 2003
	 	$	134,000	 
	June 30, 2003
	 	$	138,000	 
	September 30, 2003
	 	$	140,000	 
	December 31, 2003
	 	$	145,000	 
	March 31, 2004
	 	$	147,000	 
	June 30, 2004
	 	$	149,000	 
	September 30, 2004
	 	$	151,000	 
	December 31, 2004
	 	$	153,000	 
	March 31, 2005
	 	$	156,000	 
	June 30, 2005
	 	$	158,000	 
	September 30, 2005
	 	$	160,000	 
	December 31, 2005
	 	$	163,000	 
	March 31, 2006
	 	$	165,000	 
	June 30, 2006
	 	$	168,000	 
	September 30, 2006
	 	$	171,000	 
	December 31, 2006
	 	$	173,000	 



-60-






 




	 	 	 	 	 
	March 31, 2007
	 	$	176,000	 
	June 30, 2007
	 	$	180,000	 
	September 30, 2007
	 	$	184,000	 
	December 31, 2007
	 	$	188,000	 
	March 31, 2008
	 	$	193,000	 
	June 30, 2008
	 	$	199,000	 
	September 30, 2008
	 	$	204,000	 
	December 31, 2008
	 	$	210,000	 
	March 31, 2009
	 	$	217,000	 
	June 30, 2009
	 	$	224,000	 
	September 30, 2009
	 	$	231,000	 
	December 31, 2009
	 	$	239,000	 




		
	 	     (e) a minimum number of Subscribers, as at the end of each
quarterly period then ended, of not less than the number of
Subscribers set forth opposite each such date:




	 	 	 	 	 
	Date	 	Subscribers
	
	 	

	December 31, 2002
	 	 	365,000	 
	March 31, 2003
	 	 	359,000	 
	June 30, 2003
	 	 	360,000	 
	September 30, 2003
	 	 	362,000	 
	December 31, 2003
	 	 	363,000	 
	March 31, 2004
	 	 	364,000	 
	June 30, 2004
	 	 	367,000	 
	September 30, 2004
	 	 	371,000	 
	December 31, 2004
	 	 	374,000	 
	March 31, 2005
	 	 	377,000	 
	June 30, 2005
	 	 	381,000	 
	September 30, 2005
	 	 	384,000	 
	December 31, 2005
	 	 	387,000	 
	March 31, 2006
	 	 	390,000	 
	June 30, 2006
	 	 	395,000	 
	September 30, 2006
	 	 	399,000	 
	December 31, 2006
	 	 	403,000	 
	March 31, 2007
	 	 	406,000	 
	June 30, 2007
	 	 	415,000	 
	September 30, 2007
	 	 	424,000	 
	December 31, 2007
	 	 	432,000	 
	March 31, 2008
	 	 	439,000	 
	June 30, 2008
	 	 	452,000	 
	September 30, 2008
	 	 	463,000	 
	December 31, 2008
	 	 	474,000	 
	March 31, 2009
	 	 	484,000	 
	June 30, 2009
	 	 	499,000	 



-61-






 




	 	 	 	 	 
	September 30, 2009
	 	 	514,000	 
	December 31,2009
	 	 	527,000	 




		
	 	     (f) Compliance with all Financial Covenants shall be based
upon the fixed foreign exchange rate as utilized in the most
current version of the Approved Business Plan at the time of
measurement.




		
	 	     (g) All Financial Covenants described in this Section 8.15 are
subject to amendment and revision as may be contemplated by any
revisions or amendments to the Approved Business Plan.




     Section 8.16. Adult Content. None of the Borrower, the Company, Nextel
S.A. and the Foreign Affiliates shall enter into any arrangement, contractual
or otherwise permitting the use of the assets of the System for the provision
of services marketed as telecommunications offering sexually explicit adult
content.



     Section 8.17. Translation and Registration. The Borrower shall, at its
exclusive expense, translate this Agreement into Portuguese and carry out the
registration of this Agreement at the proper register of deeds and documents
within 20 days from the date of execution. The Creditor shall be entitled to
comment on the translation prior to registration and in case of inconsistency
of the translation with the English version, the parties shall interpret the
translation based upon the English version.



     Section 8.18. Foreign Resident Account. The Company shall continue to
maintain the credits of the Foreign Resident Account pledged for the benefit of
the Creditor subject to the Security Agreement executed by the Company and
shall have granted the Creditor continuing control of such account in a manner
reasonably acceptable to the Creditor, including the execution of a Bank
Account Control Agreement for such account.



     Section 8.19. Update of Security Documents. Concurrently with the
delivery by the Company of the quarterly financial statements pursuant to
Section 8.03 (or, in the case of the fourth fiscal quarter, the delivery by the
Company of the annual financial statements under Section 8.02), the following
actions shall be taken:



		
	 	     (i) an Authorized Officer of each of the Borrower, the
Company and the Majority-Owned Foreign Affiliates shall deliver a
list of all of the assets of such Credit Party along with a
certificate of an Authorized Officer of such Credit Party
certifying as to the completeness and accuracy thereof;




		
	 	     (ii) an Authorized Officer of NII shall provide a list of the
shareholdings or quotaholdings of record of the Borrower, the
Company and the Foreign Affiliates;




		
	 	     (iii) each of the Borrower, the Company, NII (in connection
with its Pledge Agreement and Security Agreement) and the
Majority-Owned Foreign Affiliates shall have amended its
respective Security Documents or execute additional documents or
agreements as may be requested by the Collateral Agent (or
sub-collateral agent) as necessary to cover all personal and real
property and



-62-






 





		
	 	fixtures or credits or any other assets acquired since the
Original Closing Date (to the extent the same is not already
covered by the Security Documents) and shall have made all
necessary registrations, filings and recordings in order to create
a first priority Lien in favor of the Collateral Agent (or of the
Creditor for the Security Documents subject to Brazilian law) in
such after acquired property, assets or rights, all in accordance
with the provisions of the Security Documents (except as otherwise
expressly provided herein) and the Intercreditor Agreement and
each such Person shall deliver to the Creditor copies of all such
amendments made to its Security Documents in respect of after
acquired property, or shall execute additional agreements or
documents as may be requested in writing by the Collateral Agent
(or sub-collateral agent) in order to perfect the Liens on any
such assets, properties, credits and rights, regardless of whether
any such Liens were created or perfected prior to such date.




     Section 8.20. NII Covenants under MEFA. NII shall comply with all the
covenants applicable to it under Section 9 of the MEFA as in effect on the
Closing Date.



     Section 8.21. Trademark Agreement. The Company shall comply with the
terms and conditions of the Trademark Agreement.



     Section 8.22. Disposition of Certain Assets. The following entities will
be sold by November 30, 2002 or dissolved within 90 (ninety) days following the
Closing Date hereof:


Nextel International (Philippines), LLC

Nextel International (Japan), Ltd.

Nextel International Asia Holdings Limited

East Holdings Limited

Emerald Investments, Inc.

Top Mega Enterprises, Limited

Gamboa Holdings, Inc.

Joyce Link Holdings, Ltd.

Nextel Communications Philippines, Inc.

Foodcamp Industries and Marketing, Inc.; and

Comercializadora Troncales


     To the extent any of the above entities have not been sold by November 30,
2002 or dissolved within 90 (ninety) days following the Closing Date, such
entity (other than H — Telecom Ltda.) shall pledge all of its assets as
additional security for this Agreement and the EFA in the same manner as the
Persons listed on Schedule 6.1 including all supporting legal opinions to give
effect thereto.


     Additionally, Nextel Chile shall have until 07/31/03 to close on a
proposed joint venture with a Chilean telecommunications services provider. To
the extent the joint venture is not closed by such date, Nextel Chile shall
pledge all of its assets as additional security for this Agreement and the EFA
in the same manner as the Persons listed on Schedule 6.1 including all
supporting legal opinions to give effect thereto.


-63-







 



     Section 8.23. Bank Account Control Agreements. On or before the Closing
Date, those Persons indicated on Schedule 6.01 responsible for executing Bank
Account Control Agreements will have executed such agreements with the
appropriate banking institution; provided that for the non-United States of
America Persons on Schedule 6.1, such agreements shall be executed within 90
days of the Closing Date. After such 90 day period, it shall be an Event of
Default hereunder if such Bank Account Control Agreements have not been
completed with the appropriate banking institution. There shall be an
additional 45 day cure period with respect to such Event of Default.



     Section 8.24. Location of Pledged Assets. Within 270 days following the
Closing Date, the Borrower shall provide to the Creditor a list indicating the
location in Brazil of each of the assets subject to the Security Agreement, and
such list shall be updated quarterly together with additional quarterly reports
provided hereunder.



     Section 8.25. Share Voting Agreements. Each of the Company and Airfone
Holdings shall renew in writing the powers of attorney granted pursuant to
terms of the Share Voting Agreements to which they are parties, every 350 days
following the Closing Date until termination of this Agreement, the new MEFA
and the Indenture, in a manner satisfactory to the Benefited Parties.



     SECTION 9.  NEGATIVE COVENANTS


     Until the payment in full of the Advances, any interest due thereon and
all other amounts due hereunder, and so long as this Agreement remains in
effect, each signatory Credit Party covenants and agrees that, unless the
Creditor shall otherwise consent to it in writing, it shall comply in all
respects with each of the following covenants and agreements attributed to it.
In addition, each of NII, the Borrower and the Company agrees to cause each
Foreign Affiliate to comply in all respects with each covenant and agreement
set forth below and attributed to such Foreign Affiliate.



     Section 9.01. Indebtedness. None of the Borrower, the Company or any
Foreign Affiliate shall, at any time, incur, create, assume or suffer to exist
any Indebtedness (howsoever incurred, created, assumed or existing, directly or
indirectly) other than Permitted Indebtedness.



     Section 9.02. Guarantees. None of the Borrower, the Company or any
Foreign Affiliate shall assume, endorse, be or become liable for, or guarantee,
the obligations of any Person (other than the Guarantees, and the Guarantee
executed by the Borrower for the obligations of the MEFA and the New Senior
Notes), except (i) by the endorsement of negotiable instruments for deposit or
collection in the ordinary course of business, and (ii) in respect of the
Permitted Indebtedness of the Borrower, the Company and the Majority-Owned
Foreign Affiliates. For the purposes hereof, the term “guarantee” shall
include any agreement, whether such agreement is on a contingency or otherwise,
to purchase, repurchase or otherwise acquire Indebtedness of any other Person,
or to purchase, sell or lease, as lessee or lessor, property or services, in
any such case primarily for the purpose of enabling another Person to make
payment of Indebtedness, or to make any payment (whether as an advance, capital
contribution, purchase of any equity interest or otherwise) to assure a minimum
equity, asset base, working capital or other balance sheet or financial
condition in connection with the Indebtedness of another Person, or to supply


-64-






 




funds to or in any manner invest in another Person in connection with such
Person’s Indebtedness.



     Section 9.03. Transfer. Except pursuant to a Permitted Sale-Leaseback
Transaction or Section 8.22, none of the Borrower, the Company or any Foreign
Affiliate shall, without the prior written consent of the Creditor, sell,
lease, transfer, assign or otherwise dispose of (whether in one transaction or
in a series of related transactions) all or any material part of its assets
(except (x) in the ordinary course of business, and (y) if the value of the
asset is less than 1% of the total assets of the Company and its Subsidiaries
as listed on the most recent balance sheet delivered in accordance with
subsections 8.02(a) or 8.03(a) hereof, as the case may be, or the aggregate
value of assets disposed of in any year does not exceed 5% of the total assets
of the Company and its Subsidiaries as listed on the most recent balance sheet
delivered in accordance with subsections 8.02(a) and 8.03(a) hereof, as the
case may be, or such disposition is for the replacement of obsolete, worn or
defective equipment for which such Credit Party shall have received adequate
and fair consideration), whether now owned or hereafter acquired.



     Section 9.04. Liens. None of the Borrower, the Company, NII or any
Foreign Affiliate shall create or suffer to exist any Lien upon or with respect
to any of such Credit Party’s assets constituting the Collateral or the
Restricted Assets, whether now owned or hereafter acquired other than Permitted
Liens (it being understood that solely with respect to NII, Permitted Liens
shall include “Permitted Liens” as defined in the MEFA.).



     Section 9.05. Mergers; Acquisitions.


     (a)  None of the Borrower, the Company or any Foreign Affiliate shall merge
or consolidate with any Person (whether or not such Credit Party is the
surviving entity), or, except as permitted by Section 9.12 hereof, acquire all
or substantially all of the assets of any of the capital stock or the
partnership interests of any Person, except that such Credit Parties may
consummate the Proposed Consolidation provided that simultaneously therewith:



		
	 	     (i) the consummation thereof could not reasonably be expected
to have a Material Adverse Effect upon the Credit Parties affected
thereby considered as a whole;




		
	 	     (ii) (x) after consummation thereof the surviving Credit
Party or Parties and the Consolidated Entity shall be in
compliance with all Governmental Rules and (y) the consummation
thereof shall have no adverse effect upon (1) the Collateral, the
Guarantees or the NII Guaranty or the Creditor’s rights therein,
and (2) all Governmental Rules relating to the Proposed
Consolidation shall be in full force and effect and
administratively non-appealable and the Credit Parties shall have
delivered to the Creditor a clean opinion to such effects of
counsel selected by them and reasonably acceptable to the
Creditor; and




		
	 	     (iii) this Agreement and the other Credit Documents shall
have been amended, in form and substance reasonably acceptable to
the Creditor, to preserve the Creditor’s rights hereunder and in
the Collateral.



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     (b)  In addition, NII shall not merge or consolidate with any Person unless
(i) at the time thereof, and after giving effect thereto, no Default shall have
occurred and be continuing, (ii) either (x) NII shall be the continuing and
surviving entity or (y) the continuing or surviving entity shall have assumed
all of the obligations of NII hereunder and under the NII Guaranty and the
other Credit Documents pursuant to an instrument in form and substance
satisfactory to the Creditor and delivered such proof of corporate action,
incumbency of officers, opinions of counsel and other documents, as is
consistent with those delivered pursuant to Section 10.01 hereto, on the
Initial Funding Date or as the Creditor may request, and (iii) the Net Worth
(determined on a consolidated basis in accordance with GAAP) of the continuing
or surviving entity immediately after giving effect thereto shall be greater
than or equal to the Net Worth of NII prior to giving effect thereto.



     Section 9.06. Distributions; Redemptions.


     (a)  None of the Company, the Borrower or any Foreign Affiliate shall
declare or pay any dividends or make any distribution of any kind on such
Credit Party’s outstanding stock, or set aside any sum for such purposes (all
of the foregoing, “Distributions”).


     (b)  None of the Company, the Borrower or any Foreign Affiliate shall
purchase, redeem, retire or otherwise acquire, directly or indirectly, or make
any sinking fund payment or prepayment with respect to, (i) any shares of any
class of stock of any Credit Party now or hereafter outstanding or set apart
any sum for any such purpose or (ii) any of the New Senior Notes (except to
extent proceeds are to be applied to the New Senior Notes in accordance with
the Intercreditor Agreement.).



     Section 9.07. Stock Issuance. None of the Company, the Borrower or any
Foreign Affiliate shall issue any additional shares or any right or option to
acquire any shares, or any security convertible into any shares, of the capital
stock of any Credit Party unless such options and such shares upon issuance,
become pledged to the Creditor and subject to the other agreements referred to
herein to which the existing shares of such Credit Party are subject prior to
such issuance, and provided that, in any event, after (or as a result of) any
such issuance there shall not have occurred any Event of Default of the type
referred to in subsections 11.01(w), (x) and (y) hereof.



     Section 9.08. Amendment of Documents and Organization.


     (a)  None of the Company, the Borrower or any Foreign Affiliate shall (i)
amend, waive or modify, or agree to any amendment, waiver, supplement or
modification of, or fail to perform its Obligations under any System Document
to which it is a party or any other agreement, contract or instrument, the
result of which could reasonably be expected to have a Material Adverse Effect,
(ii) cancel or terminate, or agree to any cancellation, termination or
assignment of any such System Document the cancellation or termination of which
could reasonably be expected to have a Material Adverse Effect, or grant
consents with respect to any material obligation thereunder, (iii) exercise any
options or remedies or make any elections under any such System Document which
exercise or election could reasonably be expected to have a Material Adverse
Effect, (iv) fail to exercise promptly and diligently each and every material
right which it may have under a System Document (other than any right of
termination) the result


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of which could reasonably be expected to have a Material Adverse Effect,
(v) enter into any Additional System Documents unless (x) such Additional
System Document is in connection with the ordinary and routine furnishing of
goods or services to the System or the Telecommunications Business, or (y) such
Additional System Document is provided for in the Approved Business Plan, or
(z) the dollar value of work to be performed pursuant to such Additional System
Document does not exceed $1,000,000 in any calendar year and the aggregate
dollar value of work to be performed pursuant to all Additional System
Documents shall not exceed $10,000,000 in any calendar year, or (vi) amend,
waive, modify, cancel, terminate, or agree to any amendment, waiver, supplement
or modification, cancellation or termination of any of the Conditional Sale
Agreements. The Company, the Borrower and the Foreign Affiliates shall
promptly furnish to the Creditor true and correct copies of all material
amendments, modifications, waivers, options, elections and with respect to the
System Documents.


     (b)  None of NII, the Borrower, the Company or any Foreign Affiliate shall
amend, supplement, or otherwise modify or waive compliance with any of the
provisions of its respective articles of incorporation or by-laws or
shareholders agreement (or any other constitutive documents) except for
amendments, supplements, modifications or waivers that could not reasonably be
expected to have a Material Adverse Effect or could not otherwise materially
and adversely affect the Company’s or any such other Credit Party’s ability to
perform its obligations under the Credit Documents.



     Section 9.09. Loans; Advances; Investments. None of the Borrower, the
Company or any Foreign Affiliate shall make any guarantee, loan or advance or
Investment to or in any Person except as follows:



		
	 	     (a) Guarantees to the extent permitted by Section 9.02
hereof;
	 
	 	     (b) Investments to the extent permitted by Section 9.12
hereof;
	 
	 	     (c) Permitted Investments;
	 
	 	     (d) loans or advances among or between the Company, the
Borrower and the Majority-Owned Foreign Affiliates; and
	 
	 	     (e) additional guarantees, loans or advances, in an aggregate
amount outstanding at any time not in excess of $1,000,000.




     Section 9.10. Use of Funds. The Company, the Borrower and the Foreign
Affiliates shall not make expenditures which are not contemplated by the then
current Approved Business Plan; provided that the Company, the Borrower and the
Foreign Affiliates may make expenditures and investments in the development,
operation, maintenance, financing, acquisition and expansion of its System and
Telecommunications Business as well as investments to increase the Company’s
equity in Nextel S.A.



     Section 9.11. Transactions with Affiliates. None of the Company, the
Borrower NII or any Foreign Affiliate shall, except for the transactions
contemplated by the Conditional Sale Agreements and the Management Agreements
and except as expressly permitted by the Credit Documents, transfer, sell,
assign or otherwise dispose of, directly or indirectly, any Collateral or


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other assets to any Affiliate other than a Majority-Owned Foreign
Affiliate (any such Affiliate, an “Arms-Length Affiliate”), or enter into any
transaction directly or indirectly with or for the benefit of any Arm’s-Length
Affiliate; provided, that the Company, the Borrower or any other Foreign
Affiliate may enter into transactions with an Arm’s-Length Affiliate so long as
the monetary or business consideration arising therefrom would be as
advantageous to the Company, the Borrower or Foreign Affiliate as the monetary
or business consideration which the Company, the Borrower or Foreign Affiliate
would obtain in a comparable arm’s length transaction with a Person not an
Affiliate; provided, further, that the restrictions of this Section 9.11 shall
not apply to any transaction entered into by NII with any Affiliate which is
not a Credit Party so long as such transaction could not reasonably be expected
to have a Material Adverse Effect on NII.



     Section 9.12. Changes in Business.


     (a)  None of the Company, the Borrower or any Foreign Affiliate shall enter
into or engage in any business other than the ownership and operation of the
System; provided that, such Persons may (x) continue to engage in a
Telecommunications Business in which it is engaged on the Original Closing Date
and (y) enter into or engage in a Telecommunications Business (including by way
of purchase of assets or stock by merger or consolidation) other than ownership
and operation of the System if with respect to a new Telecommunications
Business:



		
	 	     (i) the entering into thereof could not reasonably be
expected to have a Material Adverse Effect;
	 
	 	     (ii) all property associated with such business (including
stock of any new companies owned wholly or in part by any such
Credit Party) shall, to the maximum extent permitted by law,
become part of the Collateral and the Company and the Foreign
Affiliates shall take all required actions required by the
Creditor in accordance with Section 8.12 hereof; and
	 
	 	     (iii) the Credit Documents shall be amended simultaneously
with the entering into of such business to accomplish the matters
referred to in the foregoing clause (ii) and to add any new
“Credit Parties.”



     (b)  None of the Company, the Borrower and the Foreign Affiliates shall (i)
make any material change in its business or the System in the Major Market
Areas, or (ii) wind-up or liquidate or dissolve itself (or suffer any
liquidation or dissolution) or discontinue its business, except (x) with
respect to a Foreign Affiliate, the winding-up, liquidation or dissolution of
which could not reasonably be expected to have a Material Adverse Effect and
(y) pursuant to the Proposed Consolidation.



     Section 9.13. Prepayments. None of the Company, the Borrower or any
Foreign Affiliate shall make any voluntary or optional prepayment of any
Indebtedness for borrowed money incurred or permitted to exist under the terms
of this Agreement, other than the Indebtedness evidenced by the Financing Note
and Permitted Handset Financing.



     Section 9.14. Additional System Documents. No Credit Party shall enter
into any Additional System Document unless in connection therewith, the
relevant Credit Party or Parties


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shall have delivered a Consent to Assignment substantially in the form of
Exhibit B to the Original EFA (incorporated herein by reference).



     Section 9.15. ERISA Obligations. No Credit Party shall do, agree to do,
or permit to be done, any of the following with respect to any Plan:



		
	 	     (a) be or become obligated to the PBGC in excess of
$1,000,000 other than in respect of timely paid annual premium
payments; or
	 
	 	     (b) be or become obligated to the IRS or the Secretary of
Labor in excess of $1,000,000 with respect to excise taxes or
other penalties provided for in Sections 4971 through 4980B of the
Code or Section 502 of ERISA.




     Section 9.16. Sale and Leaseback Transactions. Except for Permitted
Sale-Leaseback Transactions and Permitted Sale-Leaseback Obligations, none of
the Company, the Borrower or any Foreign Affiliate shall, directly or
indirectly, enter into any sale and leaseback transaction or any other
arrangement with any Person providing for the Company, the Borrower and/or any
Foreign Affiliate to lease or rent property that any such Credit Party has sold
or will sell or otherwise transfer to the Company, the Borrower and/or any
Foreign Affiliate. At least five (5) Business Days prior to entering into any
particular Permitted Sale-Leaseback Transaction or incurring any Financing
Method Obligations, the Company will: (i) provide Creditor with copies of
drafts of the material agreements, instruments, and documents pursuant to which
such Permitted Sale-Leaseback Transaction or Financing Method Obligations, as
the case may be, will be consummated or incurred, as the case may be; and (ii)
advise Creditor of the Company’s then current intentions, if any, regarding the
manner in which they plan to utilize the proceeds received in such Permitted
Sale-Leaseback Transaction (with it being agreed that the Company reserves the
right to change and/or modify the manner in which they plan to utilize such
proceeds at any time for any reason).



     Section 9.17. New Subsidiaries. None of the Company, the Borrower or any
Foreign Affiliate shall, directly or indirectly, organize, create, acquire or
permit to exist any Subsidiary other than those Subsidiaries in existence on
the Original Closing Date and listed on Schedule 7.01(a) hereof and those
Subsidiaries permitted by Section 9.05 and subsection 9.12(a) hereof.



     Section 9.18. Restricted Assets. Subject to Section 8.13 hereof, none of
the Company, the Borrower or any Foreign Affiliate shall grant any Lien upon
any Restricted Assets to anyone other than the Collateral Agent (or such other
appropriate party) in all cases subject to the Intercreditor Agreement.



     Section 9.19. Bank Accounts. The Company and the Borrower shall not
create or have any bank accounts other than those permitted under the Bank
Account Control Agreement and the Security Deposit Agreement. In addition, the
other Foreign Affiliates shall not create or have any bank accounts other than
those listed on Schedule 7.24 hereto unless such additional bank account shall
be subject to a security deposit agreement in form satisfactory to the
Creditor.



     Section 9.20. Bankruptcy. Neither the Company, the Borrower nor any
Foreign Affiliate shall file a petition for bankruptcy. Each of the Company,
the Borrower and NII shall cure any event which may trigger an Event of Default
under subsections 11.01(l), (m) and (n) hereto.


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     SECTION 10. CONDITIONS PRECEDENT; CLOSING DELIVERIES




     Section 10.01. Conditions to Effectiveness of Amendment and Restatement.
The amendment and restatement of the First Amended EFA under this Agreement
shall be subject to the fulfillment of the following conditions precedent to
the satisfaction of the Creditor and Collateral Agent on or prior to the
Effective Date:



		
	 	     (a) The New Senior Notes Indenture shall have been duly
executed by all the parties thereto;
	 
	 	     (b) Motorola Credit Corporation shall have received a cash
payment equal to (i) all principal and interest due on the SLA
through the Effective Date, (ii) all accrued but unpaid interest
on the First Amended EFA up to May 24, 2002, and (iii) all accrued
but unpaid interest on the MEFA through the Effective Date;
	 
	 	     (c) NII Cayman shall have received the $140,000,000 in
proceeds from the Rights Offering; and
	 
	 	     (d) the Intercreditor Agreement shall have been duly executed
by all the parties and all of the necessary Credit Documents shall
have been delivered and executed by the Collateral Agent.




     Section 10.02. Closing Date Deliveries. On or before the Closing Date,
the following actions shall have been taken (and, to the extent taken before
the Closing Date, shall remain effective):



		
	 	     (a) Borrower Documents. The Borrower:




		
	 	     (i) shall have executed and delivered to the
Creditor and the Collateral Agent this Agreement and
all other documents to the extent necessary or
reasonably deemed advisable by the Collateral Agent or
a Benefited Party attributed to the Borrower as listed
on Schedule 6.01 hereto;
	 
	 	     (ii) shall have delivered acknowledgment copies
of UCC-1 Financing Statements (or such other
equivalent documents for non-United States
jurisdictions) necessary to perfect a first priority
security interest in the Collateral and evidence
thereof;
	 
	 	     (iii) shall have made all registrations
applicable under Brazilian law relating to or
necessary under the Security Documents to which it is
a party, including those necessary to perfect a first
priority security interest in so much of the
Collateral as is attributed to it and evidence
thereof;
	 
	 	     (iv) shall have paid all documentary taxes and
registration fees payable on the Security Documents
attributed to it under the Central Bank registration;



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	 	     (v) shall have delivered to the Creditor and
Collateral Agent: (1) copies of, or certificates of
the issuing companies with respect to, policies of
insurance owned by the Borrower complying with the
provisions of Section 8.07, together with endorsements
thereto complying with the terms of the Security
Agreement executed by the Borrower naming the
Collateral Agent (where applicable), in its capacity
as such, as additional insured as its interests may
appear; (2) evidence of the Borrower’s liability
insurance policies; and (3) evidence of such insurance
being in full force and effect; and
	 
	 	     (vi) shall have otherwise duly complied with all
of the terms and conditions of the Security Documents
executed or to be executed by it.




		
	 	     (b) Company Documents. The Company:




		
	 	     (i) shall have executed and delivered to Creditor
and the Collateral Agent this Agreement, a Guarantee
and all other documents to the extent necessary or
reasonably deemed advisable by the Collateral Agent or
a Benefited Party attributed to the Company as listed
on Schedule 6.01;
	 
	 	     (ii) shall have endorsed the Conditional Sale
Notes in favor of the Creditor;
	 
	 	     (iii) shall have executed and delivered the
Conditional Sale Agreements;
	 
	 	     (iv) shall have delivered acknowledgment copies
of UCC-1 Financing Statements (or such other
equivalent documents for non-United States
jurisdictions) necessary to perfect a first priority
security interest in the Collateral and evidence
thereof;
	 
	 	     (v) shall have delivered to the Creditor and the
Collateral Agent: (1) copies of, or certificates of
the issuing companies with respect to, policies of
insurance owned by the Company complying with the
provisions of Section 8.07, together with endorsements
thereto complying with the terms of the Security
Agreement executed by the Company naming the
Collateral Agent (where applicable), in its capacity
as such, as additional insured as its interests may
appear; (2) evidence of the Company’s liability
insurance policies; and (3) evidence of such insurance
being in full force and effect; and
	 
	 	     (vi) shall have otherwise duly complied with all
of the terms and conditions of the Security Documents
executed or to be executed by it.



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	 	     (c) NII Documents. NII:




		
	 	     (i) shall have executed and delivered to the
Creditor and the Collateral Agent this Agreement, a
Guarantee and all other documents to the extent
necessary or reasonably deemed advisable by the
Collateral Agent or a Benefited Party attributable to
NII as listed on Schedule 6.01 hereto;
	 
	 	     (ii) shall have delivered acknowledgment copies
of UCC-1 Financing Statements (or such other
equivalent documents for non-United States
jurisdictions) necessary to perfect a first priority
security interest in the Collateral and evidence
thereof;
	 
	 	     (iii) shall have delivered to the Creditor and
the Collateral Agent: (1) copies of, or certificates
of the issuing companies with respect to, policies of
insurance owned by NII complying with the provisions
of Section 8.07, together with endorsements thereto
complying with the terms of the Security Agreement
executed by NII naming the Collateral Agent (where
applicable), in its capacity as such, as additional
insured as its interests may appear; (2) evidence of
NII’s liability insurance policies; and (3) evidence
of such insurance being in full force and effect; and
	 
	 	     (iv) shall have otherwise duly complied with all
of the terms and conditions of the Security Documents
executed or to be executed by it.




		
	 	     (d) Nextel S.A. Documents. Nextel S.A:




		
	 	     (i) shall have executed and delivered to the
Creditor and the Collateral Agent this Agreement, a
Guarantee and all other documents to the extent
necessary or reasonably deemed advisable by the
Collateral Agent or a Benefited Party attributable to
it as listed on Schedule 6.01 hereto;
	 
	 	     (ii) shall have delivered acknowledgment copies
of UCC-1 Financing Statements (or such other
equivalent documents for non-United States
jurisdictions) necessary to perfect a first priority
security interest in the Collateral and evidence
thereof;
	 
	 	     (iii) shall have made all registrations
applicable under Brazilian law relating to or
necessary under the Security Documents to which it is
a party, including those necessary to perfect a first
priority security interest in so much of the
Collateral as is attributed to Nextel S.A. and
evidence thereof;



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	 	     (iv) shall have paid all documentary taxes and
registration fees payable on the Security Documents
attributed to it under the Central Bank registration;
and
	 
	 	     (v) shall otherwise have duly complied with all
of the terms and conditions of the Security Documents
executed by it.




		
	 	     (e) Majority-Owned Foreign Affiliate Documents. Each of the
Majority-Owned Foreign Affiliates:




		
	 	     (i) shall have executed and delivered to the
Creditor and the Collateral Agent this Agreement, a
Guarantee and all other documents to the extent
necessary or reasonably deemed advisable by the
Collateral Agent or a Benefited Party attributed to
such Foreign Affiliate as listed on Schedule 6.01
hereto;
	 
	 	     (ii) shall have delivered acknowledgment copies
of UCC-1 Financing Statements (or such other
equivalent documents for non-United States
jurisdictions) necessary to perfect a first priority
security interest in the Collateral and evidence
thereof;
	 
	 	     (iii) shall have made all registrations under
Brazilian law, including those necessary to perfect a
first priority security interest in so much of the
Collateral as is attributed to such Foreign Affiliate
and provided evidence thereof;
	 
	 	     (iv) shall have paid all documentary taxes and
registration fees payable on the Security Documents
attributed to such Foreign Affiliate;
	 
	 	     (v) shall have delivered to the Creditor and the
Collateral Agent: (A) copies of, or certificates of
the issuing companies with respect to, policies of
insurance owned by such Foreign Affiliate complying
with the provisions of Section 8.07, together with
endorsements thereto complying with the terms of such
Security Agreement executed by the Foreign Affiliate
naming the Collateral Agent (where applicable), in its
capacity as such, as additional insured as its
interests may appear; (B) evidence of such insurance
being in full force and effect, and (C) certificates
and summaries of such Foreign Affiliate’s liability
insurance policies; and
	 
	 	     (vi) shall otherwise have duly complied with all
of the terms and conditions of the Security Documents
executed by it.




		
	 	     (f) Other Credit Parties Documents. Each of the Other Credit
Parties shall have delivered to the Creditor:



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	 	     (i) shall have executed and delivered to the
Creditor and the Collateral Agent this Agreement, a
Guarantee and all other documents to the extent
necessary or reasonably deemed advisable by the
Collateral Agent or a Benefited Party attributed to
the Other Credit Party as listed on Schedule 6.01
hereto;
	 
	 	     (ii) shall have delivered acknowledgment copies
of UCC-1 Financing Statements (or such other
equivalent documents for non-United States
jurisdictions) necessary to perfect a first priority
security interest in the Collateral and evidence
thereof;
	 
	 	     (iii) shall have made all registrations
applicable under Brazilian law relating to or
necessary under the Security Documents to which it is
a party, including those necessary to perfect a first
priority security interest in so much of the
Collateral as is attributed to it and evidence
thereof;
	 
	 	     (iv) shall have paid all documentary taxes and
registration fees payable on the Security Documents
attributed to it under the Central Bank registration;
	 
	 	     (v) shall have otherwise duly complied with all
of the terms and conditions of the Security Documents
executed or to be executed by it.




		
	 	     (g) The Creditor and the Collateral Agent shall have received
the following documents (except as waived in writing by the
Creditor):




		
	 	     (i) copies of each System Document (other than
any Additional System Document) duly executed and
delivered by each of the parties thereto, each
certified by the Borrower to be true, complete, in
full force and effect with no defaults existing
thereunder, and executed copies of the Consents to
Assignment in respect of each System Document other
than the System Documents in respect of the Option
Companies (as defined in the Original EFA) and the
Leases;
	 
	 	     (ii) with respect to each Person that is
executing one or more Credit Documents in connection
with this Agreement, copies, certified by an
Authorized Officer of such Person, of the Articles of
Incorporation (including amendments thereto reflecting
the pledge of stock or quotas) and By-Laws of such
Person (or other organizational documents), each as
amended to the Effective Date, along with evidence
with respect to such Person establishing the existence
and good standing (where applicable) of such Person
sufficiently close in the reasonable determination of
the Creditor to the Effective Date;



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	 	     (iii) certificates of an Authorized Officer of
each applicable Credit Party certifying (i) the
resolutions of the Board of Directors or other
governing body of such Person or other action of such
Person authorizing the execution, delivery and
performance of any Credit Documents which it is
executing in connection with this Agreement, and (ii)
the authority, name, title and specimen signature of
each individual authorized to execute the Credit
Documents which it is executing in connection with
this Agreement;
	 
	 	     (iv) a copy of the Company’s and NII’s most
recent audited and unaudited financial statements in
conformity with Sections 8.02 and 8.03;
	 
	 	     (v) the Management Agreements having been amended
and in form and substance satisfactory to the Creditor
and side letters with respect thereto having been
executed and delivered and in form and substance
satisfactory to the Creditor in its sole discretion;
	 
	 	     (vi) the Brazilian Central Bank having approved
OPIC providing insurance in respect of the scheduled
payments under the Conditional Sale Agreements;
	 
	 	     (vii) the Creditor’s receipt of a post closing
agreement in form and substance satisfactory to the
Creditor in its sole discretion;
	 
	 	     (viii) the letter in respect of subrogation
rights in favor of OPIC having been executed and
delivered;
	 
	 	     (ix) [Reserved].
	 
	 	     (x) the Creditor having received from the
Borrower, the Company, each Majority Owned Foreign
Affiliate, and each Other Credit Party a list of all
the assets of such Person and a certificate from an
Authorized Officer of such Person certifying to the
accuracy and completeness of such list;
	 
	 	     (xi) copies, certified by the Corporate Secretary
of the Borrower of each Governmental Approval
necessary or advisable in connection with the
execution, delivery, performance or enforceability of
each of the Credit Documents being executed in
connection with this Agreement, together with any
application with respect thereto;
	 
	 	     (xii) the opinion of Brazilian counsel to the
Borrower and each Credit Party and the opinion of
special United States counsel



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	 	to the Company and each other Credit Party, each
dated as of the date hereof and addressed to the
Creditor and the Collateral Agent, in the forms
attached hereto as Exhibits G-1 and G-2, respectively;
	 
	 	     (xiii) the opinion of counsel to NII, the
Borrower and the Company, dated as of the Effective
Date and addressed to the Creditor and in form and
substance satisfactory to the Creditor in the
Creditor’s sole discretion;
	 
	 	     (xiv) with respect to the Borrower and each
Majority-Owned Foreign Affiliate, copies of tax
clearance certificates (i.e., “INSS”, “FGTS” and
Brazilian federal taxes) and court certificates
showing no lien on assets of such party, except for
Permitted Liens.




		
	 	     (h) The Creditor shall have received a certified copy of the
most current Approved Business Plan.
	 
	 	     (i) The Creditor shall have received (i) a copy of each
Governmental Approval set forth on Part I of Schedule 7.03(a) and
each License referred to in Schedule 7.03(b), certified by an
Authorized Officer of the Company to be true, complete, in full
force and effect, and administratively non-appealable as of such
date, together with (ii) a copy of each application referred to on
Part II of Schedule 7.03(a) submitted to any Governmental
Authority.
	 
	 	     (j) The Creditor shall have received a certificate of an
Authorized Officer certifying that the Company had obtained, or
will obtain in due course when needed, all easements, licenses,
rights-of-way and any other rights expected to be necessary for
the construction and operation of the System in the Major Market
Areas.
	 
	 	     (k) All fees payable in connection with the transactions
contemplated by this Agreement shall have been satisfied.
	 
	 	     (l) The Political Risk Insurance required hereunder shall be
in full force and effect and all premiums and other costs
associated therewith shall have been paid.
	 
	 	     (m) On and as of the Effective Date, (i) no Default, Event of
Default or default under any Credit Document or any System
Document shall have occurred and be continuing, (ii) there shall
have been no adverse change in the financial condition, assets or
operations of the Borrower, the Company or any other Credit Party
which individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect, (iii) no fire,
explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by
insurance) shall have occurred affecting the business or
properties of the Borrower, the Company or any other Credit Party
which could reasonably be expected to have a Material



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	 	Adverse Effect, (iv) there shall have been no change in the
status of the matters disclosed on Schedule 7.12 that individually
or in the aggregate could reasonably have been expected to have a
Material Adverse Effect, and (v) the Creditor shall have received
a certificate of a duly Authorized Officer of the Company
certifying as to the foregoing matters.
	 
	 	     (n) None of the following events shall have occurred: (i)
Brazil or any Governmental Authority in Brazil having declared a
moratorium on the payment of indebtedness by Brazil or any
Governmental Authority in Brazil or corporations therein; (ii)
Brazil having ceased to be a member in good standing of the
International Monetary Fund or having ceased to be eligible to
utilize the resources of the International Monetary Fund under the
Articles of Agreement thereof; or (iii) the international monetary
reserves of Brazil having become subject to any lien.
	 
	 	     (o) If necessary and only to the extent that the same has not
already occurred, each Credit Party shall have amended its
Security Documents as necessary to cover all personal property and
fixtures acquired since the Original Closing Date and executed and
delivered mortgages with respect to real property interests
acquired since the Original Closing Date, and shall have made all
necessary registrations filings and recordings in order to create
a first priority Lien in favor of the Collateral Agent in such
after acquired property and shall have paid all costs, charges and
expenses incidental thereto.
	 
	 	     (p) Creditor shall have received a certificate jointly
executed by the Chief financial officers of each of NII and the
Company regarding (A) the network installation progress for the
Company including, without limitation, cities in Brazil served by
the iDEN network, and a list specifying each new License, the
channels which such License controls (and in which cities), any
modification to any License, and the expiration date of such
License and the renewal dates as provided by applicable
telecommunications law), and (B) the iDEN network operation
benchmarks (as prepared by the management of the Company).
	 
	 	     (q) NII shall have executed and delivered an assumption and
reaffirmation agreement covering all of its guaranties in respect
of the Permitted Handset Obligations.




     SECTION 11. EVENTS OF DEFAULT



     Section 11.01. Events of Default. Each of the following events shall
constitute an Event of Default hereunder:



		
	 	     (a) The Borrower shall have defaulted in the payment of
principal of any of the Advances payable under any of Credit
Documents when and as the same shall become due and payable.
	 
	 	     (b) The Borrower shall have defaulted in the payment of any
interest on any of the Advances or any other amount (other than an
amount referred to in



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	 	clause (a) of this Section 11.01) payable under this
Agreement, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of three or
more Business Days.
	 
	 	     (c) Any written representation or warranty made by the
Borrower, Other Credit Parties or any other Credit Party herein or
in any other Credit Document relating solely to the Obligations or
otherwise in connection herewith or therewith shall prove to have
been incorrect or misleading in any material respect as of the
time it was made or deemed to have been made or any certificate or
opinion furnished pursuant to any of the Credit Documents proves
to have been false or misleading in any material respect as of its
date (including without limitation the representations and
warranties in Section 7 hereof each of which shall be made or
deemed to be made on each of the date hereof and the Effective
Date).
	 
	 	     (d) The Borrower shall, without the prior written consent of
the Creditor, have used the proceeds of any of the Advances for a
purpose other than that specified in Section 2.06 hereof.
	 
	 	     (e) (i) NII, the Borrower, the Company or any Foreign
Affiliate shall fail to observe or perform any covenant, condition
or agreement covered in Sections 7.06, 8.01(c), 8.04(h), 8.06,
8.08, 8.11, 8.14, 8.15 or 8.21 or Section 9 of this Agreement,
(ii) the Company shall fail to observe or perform any covenant,
condition or agreement covered in Sections 1, 2, 3 and 8 of its
Security Deposit Agreement, and (iii) the Borrower shall fail to
observe or perform any covenant, condition or agreement contained
in Sections 1, 2, 3 and 8 of its Security Deposit Agreement.
There shall be a ten (10) day cure period with respect to a
failure to observe or perform the covenant contained in Section
8.04(h) ), and such default shall not become an Event of Default
until the expiration of ten days following written notice to the
Borrower by the Creditor. There shall be a thirty (30) day cure
period to remedy any asserted default under Section 8.21 and it
shall not be a breach of such covenant so long as any asserted
default under the Trademark Agreement does not constitute a
Material Adverse Effect as determined in the sole discretion of
the Lenders. There shall be no cure period for a failure of any
other covenant (other than Sections 8.04(h) and 8.21) listed
above.
	 
	 	     (f) The Borrower or any other Credit Party shall have failed
to perform or comply with any other term, obligation or covenant
contained in any of the Credit Documents to which it is a party
(other than those specified above) which is applicable to it and
such failure shall have continued unremedied for thirty (30) days
after written notice thereof has been given by the Creditor;
provided, however, that to the extent such failure to perform or
comply is pursuant to Section 8.01(a) or 8.01(b), the right to
declare the Event of Default is subject to Section 11.01(j) below.
	 
	 	     (g) Any Governmental Approval (including, without limitation,
registration with the Brazilian Central Bank) necessary to enable
the Borrower or any other Credit Party to comply with its
obligations under the Operative



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	 	Documents shall have been revoked, suspended, withdrawn,
withheld, terminated, modified or restricted and such revocation,
termination withdrawal, suspension, modification, withholding or
cessation could reasonably be expected to have a Material Adverse
Effect, or any proceeding which could reasonably be expected to
have a Material Adverse Effect shall have been commenced by or
before any Governmental Authority for the purpose of so revoking,
terminating, withdrawing, suspending, modifying or withholding any
such Governmental Approval and such proceeding shall not have been
contested within ten (10) Business days by proper proceedings and
dismissed or stayed within thirty (30) days, or notice shall have
been given by such Governmental Authority for such purpose and
shall have remained uncontested for ten (10) Business Days.
	 
	 	     (h) Any License granted in favor of the Borrower, the Company
or the Foreign Affiliates, or any license or concession part
thereof which, in the reasonable opinion of the Creditor, shall
have been terminated, revoked, suspended, withdrawn, withheld, or
adversely modified or restricted which termination, revocation,
suspension or such other action could reasonably be expected to
have a Material Adverse Effect or a proceeding shall have been
initiated by or before, or any action shall have been taken by a
court of competent jurisdiction, or other Governmental Authority
which in the reasonable opinion of the Creditor, is likely to
result in the cancellation, non-renewal or adverse modification of
any one or more Licenses, radio channels authorized under the
Licenses or Governmental Approvals held by the Borrower, the
Company or any of the Foreign Affiliates which cancellation,
non-renewal or adverse modification could reasonably be expected
to have a Material Adverse Effect.
	 
	 	     (i) It shall have become unlawful for the Borrower to perform
any payment obligation under the Credit Documents or NII to
perform its obligations under the NII Guaranty or any
Majority-Owned Foreign Affiliate to perform its obligations under
its Guaranty.
	 
	 	     (j) Any of the Borrower, the Company, NII or any Foreign
Affiliate shall have failed to pay money due under any other
agreement or document evidencing, securing, guarantying or
otherwise relating to Indebtedness of such Credit Party
outstanding (other than the Indebtedness under the MEFA) in the
aggregate principal amount to or greater than $1,000,000 in the
case of the Company, the Borrower or any Foreign Affiliate, or
$10,000,000 in the case of NII, or there shall have occurred any
other event of default or breach on the part of such Credit Party
under any such agreement or document, the effect of which is to
accelerate or to permit the acceleration of the maturity of such
Indebtedness; provided, however, that to the extent an event of
default under the New Senior Notes is predicated upon an Event of
Default under the EFA or MEFA, such event of default shall not
constitute an Event of Default hereunder unless the New Senior
Notes are accelerated. Notwithstanding the foregoing, to the
extent NII fails after demand to make payment under the NII
guaranty of the MEFA, such failure shall not constitute an Event
of Default hereunder unless the New Senior Notes have been
accelerated.



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	 	     (k) The issuance of any final arbitration award, judgment or
decree which is not subject to appeal, or any award, judgment or
decree shall not have been appealed within thirty (30) days from
the date thereof, or a fine or penalty aggregating in excess of
$1,000,000 or its equivalent in any currency shall have been
entered against the Borrower and not paid and discharged,
dismissed or stayed within 30 days.
	 
	 	     (l) Any of NII, the Borrower, the Company or the Foreign
Affiliates shall have made an assignment for the benefit of the
creditors, filed a petition in bankruptcy, been adjudicated
insolvent, petitioned or applied to any tribunal for the
appointment of a receiver, custodian, or any trustee for it or a
substantial part of its assets, or shall have commenced any
proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect, or such
Credit Party shall have taken any corporate action to authorize
any of the foregoing actions, or there shall have been filed any
such petition or application, or any such proceeding shall have
been commenced against it, that remains undismissed for a period
of sixty (60) days or more; or any order for relief shall have
been entered in any such proceeding; or any such Credit Party, by
any act or omission, shall have indicated its consent to, approval
of or acquiescence in any such petition, application or
proceeding; or the appointment of a custodian, receiver or any
trustee for it or any substantial part of any of its properties,
or shall have suffered any custodianship, receivership or
trusteeship to continue undischarged for a period of sixty (60)
days or more;
	 
	 	     (m) Any of NII, the Borrower, the Company or the Foreign
Affiliates shall become unable, admit in writing or fail generally
to pay its debts as they become due;
	 
	 	     (n) Any of NII, the Borrower, the Company or the Foreign
Affiliates shall have concealed, removed or permitted to be
concealed or removed, any part of its property, with intent to
hinder, delay or defraud its creditors or any of them or made or
suffered a transfer of any of its property that may be fraudulent
under any bankruptcy, fraudulent conveyance or similar law; or
shall have made any transfer of its property to or for the benefit
of a creditor at a time when other creditors similarly situated
have not been paid; or shall have suffered or permitted, while
insolvent, any creditor to obtain a Lien upon any of its property
through legal proceedings or distraint that is not vacated within
sixty (60) days from the date thereof.
	 
	 	     (o) Any Governmental Authority shall have taken any action to
condemn, seize, requisition, nationalize or otherwise appropriate
any portion of the properties or assets of any Credit Party
(without payment of adequate compensation), or shall have taken
any action to dispute the management of such Credit Party or to
curtail such Credit Party’s authority to conduct its business,
which prevents any Credit Party from fulfilling its obligations
under any of the Credit Documents.



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	 	     (p) The Collateral Agent shall fail at any time to have a
valid and perfected Lien on, subject to no prior or equal Liens
other than Permitted Liens (to the extent expressed in the
definition to be permitted to be equal to the Liens securing the
Obligations), any portion of the Collateral securing the
Obligations and the obligations under the MEFA.
	 
	 	     (q) There is an actual or threatened claim by any Person
other than any Motorola Entity which would have the effect of
creating a Lien over the Collateral, other than Permitted Liens.
	 
	 	     (r) The Political Risk Insurance ceases to be in full force
and effect for whatever reason and the Company shall fail to
remedy the situation for a period of thirty or more days.
	 
	 	     (s) The termination of any Plan or the institution by the
PBGC of proceedings for the involuntary termination of any Plan,
that, in either case, could reasonably be expected to result in a
liability on the part of the Company to the PBGC in excess of
$1,000,000.
	 
	 	     (t) The occurrence of any event or condition that results or
could reasonably be expected to result in a material “accumulated
funding deficiency” under Section 412 of the Code with respect to
any Plan.
	 
	 	     (u) The failure by any Credit Party to make required
contributions, in accordance with the applicable provisions of
ERISA, to each of the Plans maintained or hereafter established or
assumed by it where such failure could reasonably be expected to
have a Material Adverse Effect.
	 
	 	     (v) There shall have occurred an Event of Abandonment.
	 
	 	     (w) NII shall have ceased to own, free of any liens (other
than Liens arising under the Credit Documents), and maintain,
directly or indirectly, 100% of the outstanding capital stock of
the Company.
	 
	 	     (x) The Company shall have ceased to own, directly or
indirectly, 100% of each of Nextel S.A., the Borrower, and their
Subsidiaries or the Company shall have ceased to own, directly or
indirectly, a controlling interest in any of the other Foreign
Affiliates.
	 
	 	     (y) NII shall have ceased to have and to exercise actual
control of the day to day operations of the Borrower, the Company
and the Foreign Affiliates.
	 
	 	     (z) This Agreement, the Financing Note, the NII Guaranty, the
Guaranties, the Security Documents, or any other Credit Document
shall, at any time after their respective execution and delivery,
and for any reason, shall be declared null and void, or be revoked
or terminated, or the validity or enforceability thereof or hereof
shall be contested by any Credit Party or any



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	 	Credit Party shall deny that it has any or further liability
thereunder or hereunder as the case may be.
	 
	 	     (aa) The failure of any of the Closing Date deliveries to be
made on the Closing Date as required by Section 10.02 (unless such
delivery requirement shall have been expressly waived in writing
by the Creditor.)
	 
	 	     (bb) The occurrence of an event of default in Clause (ii) of
the definition of “Event of Default” contained in the
Intercreditor Agreement.




     Section 11.02. Remedies.


     (a)  Except as described in the immediately succeeding sentence, if an
Event of Default described in subsections 11.01(l), (m) and (n) hereof with
respect to the Borrower, NII, the Company or any such other Credit Party shall
have occurred, then the entire unpaid principal amount of the Advances
hereunder shall automatically and immediately become due and payable together
with all interest accrued and unpaid thereon and all other amounts payable
hereunder to be forthwith due and payable without presentment, demand, test or
further notice of any kind, all of which are hereby expressly waived by the
Borrower. If any other Event of Default shall have occurred, then at any time
thereafter, if any such event shall then be continuing, the Creditor may, to
the extent permitted under the Intercreditor Agreement, otherwise by the
Collateral Agent pursuant to the terms of the Intercreditor Agreement, by
written notice to the Borrower, declare the entire unpaid principal amount of
the Advances, all interest accrued and unpaid thereon and all other amounts
payable hereunder to be forthwith due and payable without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower. Upon the occurrence of any Event of Default, the Creditor
shall have, in addition to any other rights and remedies contained in this
Agreement and the other Credit Documents and Intercreditor Agreement, all of
the rights and remedies of a secured party under the laws of the United States
and the laws of Brazil or other applicable laws, all of which rights and
remedies shall be cumulative and non-exclusive, to the extent permitted by law.


     (b)  In addition to such remedies as are provided for in this Agreement,
the Intercreditor Agreement and the other Credit Documents, the Creditor’s
remedies upon the occurrence and during the continuance of an Event of Default
shall include (i) a right to apply or require the Borrower to apply for any
necessary orders or licenses in connection with the operation or abandonment of
the System, the Telecommunications Business or any part thereof, and (ii) to
the extent permitted by law, a right to have a receiver appointed by a court of
competent jurisdiction in order to manage, protect and preserve the System, the
Telecommunications Business and all other equipment, property and other
collateral and to continue the operation of the business of the Borrower, and
to collect the revenues and profits thereof and apply the same to the payment
of all expenses and other charges of such receivership until the sale or other
final disposition of the Collateral, including without limitation, the System,
the Telecommunications Business and such equipment, property and assets
mortgaged or pledged to the Creditor.


     (c)  The Borrower agrees, in case an Event of Default shall be existing and
upon the Collateral Agent’s request to the extent permitted under the
Intercreditor Agreement, to assemble, at its expense, all equipment
constituting a part of the Collateral at a convenient place acceptable


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to the Collateral Agent and to pay all the Collateral Agent’s costs of
collection of all amounts due, and enforcement of all rights hereunder,
including reasonable attorney’s fees and legal expenses, and expenses of any
repairs to any realty or other property to which any of such equipment may be
affixed or be part. Upon an Event of Default, the Collateral Agent may, only
to the extent permitted under the Intercreditor Agreement, to the fullest
extent permitted by applicable law, without notice, advertisement, hearing or
process of law of any kind (i) to the extent permitted by law, enter upon any
premises where any of the equipment constituting part of the Collateral may be
located and take possession of and remove such equipment, (ii) sell any or all
of such equipment, free of all rights and claims of the Borrower therein and
thereto, at any public or private sale, and (iii) to the extent permitted by
law, bid for and purchase any or all of such equipment at any such sale.


     (d)  The Collateral Agent may, only to the extent permitted under the
Intercreditor Agreement, upon the occurrence and during the continuance of an
Event of Default, without demand and without advertisement or notice, all of
which the Borrower waives at any time or times, sell and deliver, any or all
Collateral held by or for it at public or private sale, for cash, upon credit,
or otherwise, at such prices and upon such terms as the Collateral Agent deems
advisable, in its sole discretion and/or collect or enforce the collection of,
the Collateral; provided, however that method, manner, time, place and terms of
any sale must be commercially reasonable and the Collateral Agent shall make a
reasonable attempt to receive fair market value for any Collateral subject to
such sale. In addition to all other sums due to the Collateral Agent, the
Borrower shall pay the Collateral Agent all reasonable costs and expenses
incurred by the Collateral Agent including attorney’s fees and court costs, to
obtain, liquidate and/or enforce payment of Collateral obligations, or in the
prosecution or defense of any action or proceeding against the Creditor
concerning any matter arising out of or connected with the Credit Documents or
the Collateral.


     (e)  In connection with the enforcement by the Collateral Agent of any
remedies available to it as a result of any Event of Default, the Borrower, the
Company and NII shall join and cooperate fully with the Creditor and the
Collateral Agent and with any receiver referred to above and with the
successful bidder or bidders at any foreclosure sale when any of these entities
files an application (including the furnishing of any additional information
that may be required in connection with such application), with any necessary
Governmental Authorities, requesting their prior approval of (i) the operation
or abandonment of all or any portion of the System or the Telecommunications
Business and (ii) the assignment or transfer to such entity of all licenses,
authorizations and permits issued to the Borrower or any other Credit Party by
such Governmental Authorities with respect to the System, the
Telecommunications Business and the operation thereof.


     (f)  In connection with the foregoing remedies, the Borrower, the Company
and NII shall take such further actions and execute all such instruments as the
Collateral Agent deems necessary. The Borrower agrees that the Collateral
Agent may enforce any obligation of the Borrower as set forth in this Agreement
by an action for specific performance.


     (g)  The Creditor may (but shall not be obligated to) make advances to
preserve, protect or obtain any of the Collateral, including advances to pay
taxes, insurance and the like, and all such advances shall become part of the
obligations owing to the Creditor hereunder and shall be


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repayable to the Creditor with interest thereon from the date of such
advance until paid at the Post-Default Rate.


     (h)  The Creditor shall be deemed to have exercised reasonable care in the
custody and preservation of any of the Collateral in its possession if it takes
such action for that purpose as the Borrower requests in writing, but failure
of the Creditor to comply with any such request shall not of itself be deemed a
failure to exercise reasonable care, and no failure of the Creditor to preserve
or protect any rights with respect to such Collateral against prior parties, or
to do any act with respect to the preservation of such Collateral not so
requested by the Borrower, shall be deemed a failure to exercise reasonable
care in the custody or preservation of such Collateral.


     (i)  All moneys received by the Collateral Agent pursuant to any right
given or action taken under Section 11 of this Agreement shall be applied in
accordance with the Intercreditor Agreement.


     (j)  In addition to its rights with respect to the Collateral hereunder,
upon the occurrence of an Event of Default, the Creditor may seek payment of
the outstanding obligations from NII, the Company, the Foreign Affiliates or
Other Credit Parties in accordance with the Intercreditor Agreement. The
Collateral Agent shall not, however, proceed to liquidate the Collateral
hereunder and under the Guaranties in excess of the amount which the Creditor
reasonably determines will be necessary to satisfy the outstanding obligations
which have become due and payable, provided, that the Collateral Agent may
continue so to liquidate until all outstanding obligations which have become
due and payable have been satisfied in full.


     (k)  The Creditor may exercise any and all of its remedies under the
Security Documents or the Guaranties contemporaneously or separately from the
exercise of any other remedies hereunder or with respect to any Collateral in
accordance with the Intercreditor Agreement.



     Section 11.03. Cumulative Rights. No failure or delay on the part of the
Creditor in exercising any right, power or remedy accruing to it upon any
breach or default of the Borrower under any of the Credit Documents shall
impair any such right, power or remedy nor shall it be construed as a waiver of
any such breach or default thereafter occurring, nor shall a waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring, nor shall any single or partial exercise
of any such right or power preclude any other or further exercise thereof or
the exercise of any other right or power hereunder. To the fullest extent
permitted by law, all remedies, either under the Credit Documents or by law
otherwise afforded the Creditor shall be cumulative and not alternative.



     Section 11.04. Waiver of Demand. DEMAND, PRESENTMENT, PROTEST AND NOTICE
OF DEMAND, PRESENTMENT, PROTEST AND NONPAYMENT ARE HEREBY WAIVED TO THE EXTENT
PERMITTED BY LAW BY THE BORROWER. THE BORROWER ALSO WAIVES THE BENEFIT OF ALL
VALUATION, APPRAISAL AND EXEMPTION LAWS TO THE EXTENT PERMITTED BY LAW.



     Section 11.05. Waiver of Notice. IN THE EVENT OF AN EVENT OF DEFAULT, THE
BORROWER HEREBY WAIVES TO THE EXTENT PERMITTED BY LAW ALL RIGHTS TO NOTICE AND
HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE


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CREDITOR OF ITS RIGHTS TO REPOSSESS ANY COLLATERAL WITHOUT JUDICIAL
PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON ANY COLLATERAL WITHOUT PRIOR NOTICE
OR HEARING. THE BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF
ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS AGREEMENT.



     Section 11.06. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR
INDIRECTLY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT
DOCUMENTS.



     SECTION 12. MISCELLANEOUS



     Section 12.01. Waiver of Sovereign Immunity. To the extent that the
Borrower, the Company, NII, the Foreign Affiliates or any of their respective
assets has or hereafter may acquire any right to immunity from suit, set-off,
legal proceedings generally, attachment prior to judgment, attachment in aid of
execution or other attachment or execution of judgment on the grounds of
sovereignty or otherwise, each of the Company, the Borrower and NII hereby
irrevocably waives such rights to immunity for itself and its assets in respect
of its obligations arising under or relating to any of the Credit Documents or
any related documentation.



     Section 12.02. Venue for Suit. Each of the Borrower and NII irrevocably
hereby expressly waives all right to object to jurisdiction or execution in any
legal action or proceeding relating to this Agreement, the Financing Note or
any other Credit Document which it may now or hereafter have by reason of its
domicile or by reason of any subsequent or other domicile and hereby
irrevocably consents that any legal action, suit or proceeding arising out of
or relating to any of the Credit Documents and any other document or instrument
required to be executed in relation thereto may be instituted exclusively in
the federal courts of the United States District Court of the Southern District
of New York and the courts of the State of New York, unless the Creditor
otherwise elects, and by execution and delivery of this Agreement, each of the
Borrower and NII submits to and accepts and consents with regard to any such
action or proceeding for itself and in respect of its properties and assets,
generally and unconditionally, the jurisdiction of any such court. Each of the
Borrower and NII hereby waives any objection it may now or hereafter have to
the laying of the venue of any such action, suit or proceeding, and further
waives any claim that any such action, suit or proceeding brought in any of the
aforesaid courts has been brought in any inconvenient forum.


     Each of the Borrower and NII hereby irrevocably designates, appoints and
empowers CT Corporation System with offices at 1633 Broadway, New York, New
York 10019, and successors as the designee, appointee and agent of such Credit
Party to receive, accept and acknowledge, for and on behalf of such Credit
Party and its properties, service of any and all legal process, summons,
notices and documents which may be served in such action, suit or proceeding
relating to the Financing Note or this Agreement or any other Credit Document
in the case of the courts of the United States District Court of the Southern
District of New York or of the courts of the State of New York, which service
may be made on any such designee, appointee and agent in accordance with legal
procedures prescribed for such courts. Each of the


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Borrower and NII agrees to take any and all action necessary to continue
such designation in full force and effect and should such designee, appointee
and agent become unavailable for this purpose for any reason, the Borrower or
NII (as appropriate) will forthwith irrevocably designate a new designee,
appointee and agent with offices in New York, New York, which shall irrevocably
agree to act as such, with the powers and for purposes specified in this
Section 12.02. Each of the Borrower and NII further irrevocably consents and
agrees to service of any and all legal process, summons, notices and documents
out of any of the aforesaid courts in any such action, suit or proceeding
relating to the Financing Note or this Agreement or any other Credit Document
delivered to the Borrower or NII (as appropriate) in accordance with this
Section 12.02 or to its then designee, appointee or agent for service. If
service is made upon such designee, appointee and agent, a copy of such
process, summons, notice or document shall also be provided to the Borrower or
NII (as appropriate), by registered or certified mail, or overnight express air
courier, provided that failure to provide such copy to the Borrower or NII (as
appropriate) shall not impair or affect in any way the validity of such service
or any judgment rendered in such action or proceedings. Each of the Borrower
and NII agrees that service upon the Borrower or NII (as appropriate) or any
such designee, appointee and agent as provided for herein shall constitute
valid and effective personal service upon the Borrower or NII (as appropriate)
with respect to matters contemplated in this Section 12.02 and that the failure
of any such designee, appointee and agent to give any notice of such service to
the Borrower or NII (as appropriate) shall not impair or affect in any way the
validity of such service or any judgment rendered in any action or proceeding
based thereon. Nothing herein shall limit or be construed to limit the rights
of the Creditor to commence proceedings against the Borrower or NII (as
appropriate) in any other venue where assets of the Borrower or NII (as
appropriate) may be found.



     Section 12.03. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EXCLUDING ALL OTHER
CHOICE-OF-LAW AND CONFLICTS-OF-LAWS RULES). THE FINANCING NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE FEDERATIVE
REPUBLIC OF BRAZIL.



     Section 12.04. Severability of Provisions. If any one or more of the
provisions contained in this Agreement or any documents executed in connections
herewith shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired.



     Section 12.05. Binding Effect; Assignment. This Agreement shall be
binding upon and shall inure to the benefit of the Borrower, the Creditor and
their respective successors and assigns, provided, that the Borrower shall not
have the right to assign or transfer its rights or obligations hereunder except
with the prior written consent of the Creditor.


     The Creditor may assign its rights and obligations under this Agreement
(including all or a portion of the Advances at the time owing to it without the
consent of the Borrower (the “Syndication”). The Creditor may request the
Borrower and NII to assist in the Syndication as contemplated by this Section.


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     In addition to and without limiting the foregoing, the Creditor may,
without the consent of the Borrower, sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of the Creditor’s
rights and obligations under this Agreement (including all or a portion of the
Advances owing to it); provided that (i) the Creditor’s obligations under this
Agreement shall remain unchanged, (ii) the Creditor shall remain solely
responsible to the other parties hereto for the performance of such
obligations, and (iii) the Borrower shall continue to deal solely and directly
with the Creditor in connection with the Creditor’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which the
Creditor sells such a participation shall provide that the Creditor shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement.


     Each of the Borrower and NII agrees to cooperate with the Creditor in
connection with any Syndication. Such cooperation will include, if requested
by the Creditor, (i) making senior officers of the Borrower and NII available
for a meeting with prospective assignees, the Creditor and its agents, and (ii)
providing such other assistance as may be reasonably requested by the Creditor
and such agents (including providing information to and responding to questions
from prospective assignees with respect to the operations, business plans and
other matters relating to the Borrower’s and each other Credit Party’s business
on a timely basis and in any manner reasonably requested by the Creditor).



     Section 12.06. Entire Agreement; Amendments. This Agreement, the
documents referred to herein and those signed contemporaneously herewith
constitute the entire agreement of the parties with respect to the subject
matter hereof and shall supersede any prior expressions of intent or
understanding with respect to this transaction. Any amendment to this
Agreement shall be in writing signed by or on behalf of the party to be bound
or burdened thereby.



     Section 12.07. Notices. All communications and notices provided for
hereunder shall be in writing and shall be personally delivered or transmitted
by postage prepared registered mail (airmail if international) or by telefax as
follows:



	 	 	 
	To the Borrower:	 	
Nextel Telecomunicações Ltda.
	 	 	
Ave. Maria Coelho Aguiar-215
	 	 	
Bloco D – 7o Andar
	 	 	
Attention: Legal Department
	 	 	
Fax No.: 55 11 3748 1215
	 
	with copies to:	 	
NII Holdings, Inc.
	 	 	
10700 Parkridge Blvd., Suite 600
	 	 	
Reston, Virginia 20191
	 	 	
Attention: Chief Financial Officer
	 	 	
Fax No.: 703-390-5111
	 
	To the Company:	 	
McCaw International (Brazil), Ltd.
	 	 	
c/o NII Holdings, Inc.
	 	 	
10700 Parkridge Blvd., Suite 600
	 	 	
Reston, Virginia 20191
	 	 	
Attention: Chief Financial Officer




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Fax No.: 703-390-5111
	 
	with copies to:	 	
NII Holdings, Inc.
	 	 	
10700 Parkridge Blvd., Suite 600
	 	 	
Reston, Virginia 20191
	 	 	
Attention: Chief Financial Officer
	 	 	
Fax No.: 703-390-5111
	 
	and:	 	
Nextel S.A.
	 	 	
Ave. Maria Coelho Aguiar-215
	 	 	
Bloco D — 7o Andar
	 	 	
5808-900 Sao Paulo, SP, 5808-901 Brasil
	 	 	
Attention: Legal Department
	 	 	
Fax No.: 55 11 3748 1215
	 
	To the Creditor	 	
Motorola Credit Corporation
	 	 	
21440 W. Lake Cook Road
	 	 	
Deer Park, Illinois 60010
	 	 	
Attention: Gary B. Tatje
	 	 	
Fax No.: (847) 862-8111
	 
	with a copy to:	 	
Motorola Inc.
	 	 	
Law Department
	 	 	
1303 East Algonquin Road
	 	 	
IL-01, 11th Floor
	 	 	
Schaumburg, Illinois 60196-1079
	 	 	
Attention: Robert J. Patton, Esq.
	 	 	
Fax No.: (847) 538-3775
	 
	To the Vendor:	 	
Motorola, Inc.
	 	 	
21440 W. Lake Cook Road
	 	 	
Deer Park, Illinois 60010
	 	 	
Attention: Ed Jacobs
	 	 	
Fax No.: (847) 862-2090



     Except as otherwise specified herein, all notices shall be deemed duly given on
the date of receipt, if personally delivered or transmitted by telefax, and the
date 15 days after posting if mailed.



     Section 12.08. Right of Set-Off. The Creditor shall, to the fullest
extent permitted by applicable law, have the right to apply and all amounts on
deposit or on account with it or with any of its branches, Subsidiaries or
affiliates (general or special, time or demand, matured or unmatured, in
whatever currency) in reduction of amounts past due (whether such amounts
became due at schedule maturity, by acceleration or otherwise) under the Credit
Documents.



     Section 12.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one


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instrument. Each counterpart may consist of a number of copies thereof,
each signed by less than all, but together signed by all, of the parties
hereto.



     Section 12.10. Proposed Consolidation. The Creditor and the Company agree
that the Proposed Consolidation may be consummated, so long as such
consummation is in full compliance with the conditions set forth in Section
9.05 hereof.



     Section 12.11. Confidentiality. Each of the Borrower, the Company, NII
and the Creditor hereby agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its Affiliates, directors, officers, employees and agents, accountants, legal
counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to the execution
and delivery of an agreement containing provisions substantially the same as
those of this Section 12.11, to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the other parties hereto, or (h)
to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section 12.11 or (ii) becomes available to such
party on a non-confidential basis from a source other than the other parties
hereto.


     For the purposes of this Section 12.11, “Information” means all
information received from any of the parties hereto relating to any of the
Credit Parties, the Creditor or their respective businesses, other than any
such information that is available to the parties hereto on a non-confidential
basis prior to disclosure by any party hereto; provided that in the case of
information received from any party hereto after October 31, 1997, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section 12.11 shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.



     Section 12.12. Term of Agreement. This Agreement shall continue in full
force and effect, and be binding upon the Borrower, until all of the
Obligations have been fully and indefeasibly paid and performed whereupon this
Agreement shall terminate. Notwithstanding the foregoing, all the
indemnification provisions shall survive and all other provisions which, by
their terms, survive termination shall so survive.



     Section 12.13. MEFA Termination. To the extent the MEFA is terminated
prior to the payment in full of the Obligations under this Agreement, the
representations, covenants and events of default under Sections 7, 8, 9 and 11
of the MEFA (and the defined terms used therein) shall be incorporated into
this Agreement, solely with respect to the Other Credit Parties, mutatis
mutandi (notwithstanding the termination of the MEFA); provided that, to the
extent at the time of termination of the MEFA an event has occurred or a
circumstance exists with respect to an


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Other Credit Party which event or circumstance creates a “Default” or
Event of Default” under (and as defined in) the MEFA at such time, such event
or circumstance shall not create or form the basis for an Event of Default
hereunder; provided further that, regardless of whether the “Restricted
Affiliates” under (and as defined in the MEFA) are Credit Parties hereunder,
the existence of an event or circumstance which would constitute an “Event of
Default” under (and as defined in) the MEFA shall (except with respect to
events or circumstances addressed in the immediately preceding proviso),
constitute an Event of Default hereunder.


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized signatories as of the day and year
first written above.




	 	 	 	 	 	 
	Borrower:	 	
NEXTEL TELECOMUNICAÇÕES LTDA.
	 
	 	 	By:	 	/s/ Robert J. Gilker
	 	 	 	 	


	 	 	 	 	Name: Robert J. Gilker
	 	 	 	 	
Title:  Attorney-in-Fact
	 
	 
	 	 	By: 	 	/s/ Mercedes M. Barreras
	 	 	 	 	


	 	 	 	 	
Name: Mercedes M. Barreras
	 	 	 	 	
Title:  Attorney-in-Fact
	 
	Creditor:	 	
MOTOROLA CREDIT CORPORATION
	 
	 	 	By:	 	/s/ Eric M. Haldiman
	 	 	 	 	


	 	 	 	 	
Name: Eric M. Haldiman

Title:  Attorney-in-Fact
	 
	Company:	 	
MCCAW INTERNATIONAL (BRAZIL), LTD.
	 
	 	 	By:	 	/s/ Robert J. Gilker
	 	 	 	 	


	 	 	 	 	Name: Robert J. Gilker
	 	 	 	 	Title: Vice President
	 	 	 	 	 	 
	 
	Collateral Agent:	 	
CITIBANK, N.A.
	 
	 	 	By:	 	/s/ Donna Marie White
	 	 	 	 	


	 	 	 	 	Name: Donna Marie White
	 	 	 	 	Title:  Assistant Vice President
	 	 	 	 	 	 



[Signatures of Guarantors on Separate Page Attached Hereto]



Acknowledged and agreed:


NII HOLDINGS, INC.


By: /s/ Robert J. Gilker




           Name:  Robert J. Gilker

           Title:    Vice President and General Counsel


[Signature Page to Equipment Financing Agreement]










 




ANNEX A



ASSETS EXCLUDED FROM PERMITTED

SALE-LEASEBACK TRANSACTIONS




	1.	 	The transmission tower steel structure.
	 
	2.	 	Tower obstruction lighting.
	 
	3.	 	Lighting controls.
	 
	4.	 	Lighting power cables.
	 
	5.	 	Lighting rods and related cable necessary to bond the tower grounding system.
	 
	6.	 	Climbing ladders and climbing devices.
	 
	7.	 	Tower grounding system (including grounding rods).
	 
	8.	 	Tower foundation.
	 
	9.	 	Generators, diesel tanks, and shelters, and their respective foundations.
	 
	10.	 	Fences.
	 
	11.	 	Access doors.
	 
	12.	 	Third party agreements: All rights, benefits, obligations, and interests
that are held by the owner of the tower assets in agreements with third
parties with respect to a tower.
	 
	13.	 	Licenses. All authorizations, licenses, permits, consents, certificates of
compliance, franchise approvals, or other similar authorizations granted by
any governmental authority (other than licenses, permits, consents,
certificates of compliance, franchise approvals, or similar authorizations
granted by any telecommunications regulatory body or any other governmental
authority relating to the use of one or more trunked or conventional
specialized mobile radio communications frequencies or channels or other
radio spectrum, including any such use in providing wireless communications
services or operating analog or digital mobile radio communications systems)
that are necessary for, or were otherwise obtained in connection with, the
construction, use, or operation of a telecommunications tower or the related
site.
	 
	14.	 	Other related tower assets. With respect to any telecommunications tower,
(A) all rights to any warranties (B) all rights under any authorizations or
licenses (as more fully described in 13. above).
	 
	15.	 	Documents and records pertaining to the telecommunications towers or the
related sites.



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ANNEX B



PERMITTED SALE-LEASEBACK TRANSACTION

GENERAL TERMS AND CONDITIONS




	 	 	 
	Conditions of Sale	 	
The asset purchase agreement (“APA”) to be entered into in
connection with a Permitted Sale-Leaseback Transaction will
provide for the sale of certain wireless telecommunications
towers owned by NII Holdings, Inc. and/or any of its
affiliates (hereinafter referred to collectively as “NII”),
related real property interests (including, without
limitation, ground leases), and related assets of the type
set forth on Annex A (each such tower and related real
property and assets are referred to herein as a “Site,” and
all such assets collectively are referred to herein as the
“Tower Assets”). Upon the closing of the APA, NII will
transfer to the purchaser (“Acquirer”) all rights of
ownership to the Tower Assets.
	 
	Leaseback Agreement	 	
Concurrently with the closing of the APA, NII and Acquirer
will enter into a lease agreement (the “Master Lease
Agreement”) which will provide for, among other things: (i)
the lease of the Tower Assets transferred by NII to Acquirer
pursuant to the APA; and/or (ii) the lease of new towers to
be built by Acquirer pursuant to the BTS (as defined below).
The term of such lease agreement will vary.
	 
	Rent Payments	 	
For existing Towers Assets, NII will pay to Acquirer monthly
rent (the “Rent Payment”). The lease will be a triple net
lease (including, without limitation, a requirement that NII
pay all ground lease costs associated with each Tower Asset
or Build-to-Suit Site).
	 
	Rent Payment

Obligation

Continuation	 	
For any Tower Asset acquired by Acquirer without all material
Site permits which are not properly disclosed by NII prior to
closing, and following the transfer of such Site the related
Tower Asset must be removed, dismantled or otherwise becomes
unusable because the applicable Site permits were not
obtained prior to closing, Acquirer shall still purchase the
Site and NII shall continue to be responsible for the rent
payments throughout the initial term of the lease provided
for under the Master Lease Agreement (“Rent Payment
Continuation Obligation”); provided, however, that following
the transfer of any such Site to Acquirer, (a) Acquirer shall
continue to use its reasonable best efforts to obtain and
maintain all applicable Site permits and, when applicable,
cure such lack of permits and (b) if ATC makes any
improvements or alterations to the Site after closing which
result in a governmental entity requiring the Tower Asset to
be removed, dismantled or otherwise is, rendered unusable,
NII’s Rent Payment Continuation Obligation shall be
discontinued until such Site’s permit is reinstated by
Acquirer.



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	Legal, Financial
and Regulatory
Liabilities	 	
Subject to Acquirer’s right to exclude Tower Assets under the
APA, Acquirer will assume the legal, financial and regulatory
risks related to the Tower Assets, provided those risks were
fully disclosed in the due diligence process or in the APA
and are not a result of NII’s negligence or willful acts in
managing or owning the Tower Assets. Prior and after each
relevant closing under the APA, NII will make its reasonable
best efforts to work together with Acquirer in order to
obtain all missing permits and licenses related to the Tower
Assets acquired by Acquirer.
	 
	Ground Lease
Assignment and
Sublease Consent	 	
It will be a condition to Acquirer’s obligation to acquire a
Tower Asset located on a leased property that NII obtains any
necessary ground landlord’s consent to the assignment of the
ground lease to Acquirer, provided that if such consent
cannot be obtained, Acquirer and NII will use good faith
efforts to structure the transaction with respect to such
Tower Asset in a manner which does not require such consent
and which affords the parties in all material respects the
rights and benefits contemplated by the proposed transaction.
Such efforts may include the execution of: (i) a sublease: agreement, (ii) an administration agreement, or (iii) any
other similar agreement or understanding under which Acquirer
may have all lessees’ benefits under the ground lease.
Acquirer will develop and deliver a process to effectively
manage this activity.
	 
	Acquirer’s Security	 	
Subject to obligations, covenants or commitments undertaken
by NII under existing agreements, and subject to specific
terms and conditions to be provided by NII, Acquirer may
secure all receivables due to it by NII, as well as
Acquirer’s interest in the Tower Assets, as collateral for
institutional debt.
	 
	Damages to NII’s
Equipment	 	
Acquirer will be responsible for damages caused to NII’s
equipment directly by Acquirer’s acts or omissions, as well
as for those caused by third party tenants in the Tower
Assets, unless such damages were caused by the negligence or
willful acts of NII. NII will have a corresponding
responsibility for damages caused to Acquirer’s or third
party tenants’ equipment caused directly by NII’s acts or
omissions.



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	Build-to-Suit	 	
Concurrently with the execution of the APA and the Master
Lease Agreement, NII and Acquirer may enter into a
Build-to-Suit Agreement (the “BTS”) pursuant to which NII
will grant Acquirer with the exclusive right to buy and/or
build, maintain and manage future telecommunications towers
built and/or required to be built by NII (“Build-to Suit
Site”) within a certain period after the execution of the
BTS. Acquirer may acquire all Build-to-Suit Sites that
comply with Acquirer’s mutually agreeable requirements
defined by the parties prior to the completion of the BTS.
If the offered Build-to-Suit Sites do not meet such mutually
agreed requirements, Acquirer may elect to acquire those non
complying sites at a purchase price to be negotiated and
agreed upon prior to the completion of the BTS Site. The
purchase price will be based on the condition and capacity of
the delivered tower.
	 
	 	 	
NII will commit to sell to or request the Acquirer to build a
specific number of Build-to-Suit Sites which shall constitute
all Build-to-Suit Sites developed for or by NII for a
specified period.
	 
	 	 	
Acquirer will pay NII, as purchase price for each acquired
Build-to-Suit Site, an amount equal to NII’s invoiced cost,
as defined in the pricing schedule to be included in the BTS,
for the construction of that specific Build-to-Suit Site plus
a specified percentage (the “BTS Purchase Price”).
	 
	 	 	
If NII exceeds its annual commitments for a specific year
(the “Additional Sites”), NII will offer such Additional
Sites to Acquirer for acquisition. Acquirer may acquire such
Additional Sites provided: (i) the Additional Sites comply
with Acquirer’s minimum requirements as delivered to NII; and
(ii) the total number of Additional Sites do not exceed a
specified percentage of NII’s commitment for that specific
year. Acquirer will pay to, NII the BTS Purchase Price for
each Additional Site acquired by Acquirer at the moment of
delivery of such Additional Site.
	 
	 	 	
Build-to-Suit Sites will be owned by Acquirer and will be
developed, at a minimum, in accordance with NII’s technical
specifications, engineering and location requirements.
Acquirer shall be solely responsible for: (i) all costs
associated with the development of the Build-to-Suit Site,
(ii) all governmental authorizations and permits, and (iii)
costs associated with upgrades of the Build-to-Suit Site for
the maximization of the Build-to-Suit Site’s co-location
capacity, except when such improvements are a result of NII’s
change of orders for Build-to-Suit Sites. Improvements might
include, without limitation, increments in loading capacity,
structural integrity testing and improvements, site
adaptations, technical tests (such as RF and power
interference tests). Such improvements will not interfere
with NII’s operations and telecommunication services.



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NII may request Acquirer to improve a specific Build-to-Suit
Site provided: (i) it gives Acquirer the appropriate
information to effectuate such improvements, (ii) such
improvements do not damage the Tower Asset, (iii) the
proposed improvement do not adversely affect Acquirer’s
co-location activities and (iv) NII assumes -all costs
related to such improvement, including costs related to
changes of work orders.
	 
	 	 	
Acquirer shall be responsible for the good and proper
maintenance of the Tower Assets and Build-to-Suit Sites in
accordance with industry standards and usual practices.
	 
	Tower Improvements	 	
Acquirer will notify NII that Acquirer is willing to improve
the Tower Asset in order to add additional site capacity for
future co-location tenants, at which time, NII will have a
specified time period after receipt of such notification to
request Acquirer to add additional space to such improvement
for NII future needs. Acquirer may elect to build such
additional tower space provided: (i) NII commits to lease
such additional tower space within a specified time period
after completion of the improvement at market rate, (ii) such
additional improvement does not interfere or delay Acquirer’s
co-location activities and (iii) NII’s request is
economically and technically feasible. In any event, all
tower space resulting from Acquirer’s improvements will not
be subject to NII’s Right of First Refusal. Monthly tower
space rent resulting from Acquirer’s improvements will be
subject to market rates.
	 
	Representations,
Warranties and
Covenants	 	
The APA, Master Lease Agreement and BTS will contain
representations, warranties, covenants, schedules, conditions
to closing, non-competition agreements, adjustments,
indemnities and other clauses in form and substance
satisfactory to the Parties. The representations, warranties
and covenants shall include, but not be limited to, matters
such as title and condition of assets, financial information
and liabilities, contracts, permits, compliance with laws,
receivables, relations with affiliates, absence of material
adverse changes, absence of liens, absence of litigation,
proper maintenance to NII’s equipment, non-interference with
Site Landlord’s rights/activities, non-use of hazardous
materials and commitments. The conditions to closing shall
include, but not be limited to, relevant corporate
authorizations, the absence of any material adverse change in
the business, assets, liabilities, condition (financial or
otherwise) or prospects of the parties and the parties’
activities being in compliance with all applicable laws.
	 
	Defaults and
Cures	 	
The Master Lease may contain defaults, not more onerous than
those set forth below, and corresponding cures for breach or
failure to perform any representations, warranties, covenants
or obligations thereunder.



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The defaults must include the following opportunities to cure:
	 	 	
•    A five business days or longer period to cure breach of
monetary obligations.
	 	 	
•    A thirty days or longer period to cure breach of
non-monetary obligations.
	 	 	
•    Cross-default (if any) for a continuing breach of not less
than 25% of monetary or
      non-monetary obligations with respect
to the Sites.
	 
	Remedies for Default	 	
The Master Lease may also provide the following remedies in
the event of termination for default of the Master Lease with
respect to a specific Site or in the event of a continued
uncured default, but may not contain more onerous remedies:
	 	 	
•    The Rent Payment Continuation Obligation, or
	 	 	
•    Payment of a lump-sum of the then present value (discounted
according to a mutually
      agreeable interest rate) of the
unearned rents which would have been payable by NII during

      the balance of the respective lease.
	 
	Indemnification	 	
NII shall provide Acquirer with customary indemnification
relating to such transaction.



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ANNEX C



FINANCIAL METHOD OBLIGATIONS

GENERAL TERMS AND CONDITIONS




	 	 	 
	Build-to-Suit	 	
NII Holdings, Inc. and/or any of its
affiliates (hereinafter referred to
collectively as “NII”) and the
developer and operator (the “Site
Landlord”) of wireless
telecommunications towers shall
enter into a build-to-suit agreement
(the “BTS”) pursuant to which NII
will grant Site Landlord the
exclusive right to build, maintain
and manage all future
telecommunications towers required
to be built by NII (“Build-to Suit
Site”) within a specified period
after the execution of the BTS.
	 
	 	 	
Within a specified period after the
execution of the BTS, NII will
commit to request the Site Landlord
to build a specific number of
Build-to-Suit Sites which shall
constitute all Build-to-Suit Sites
developed for or by NII for a
specified period.
	 
	 	 	
Build-to-Suit Sites will be owned by
Site Landlord and will be developed,
at a minimum, in accordance with
NII’s technical specifications,
engineering and location
requirements. Site Landlord shall
be solely responsible for: (i) all
costs associated with the
development of the Build-to-Suit
Site, (ii) all governmental
authorizations and permits, and
(iii) costs associated with upgrades
of the Build-to-Suit Site for the
maximization of the Build-to-Suit
Site’s co-location capacity, except
when such improvements are a result
of NII’s change of orders for
Build-to-Suit Sites. Improvements
might include, without limitation,
increments in loading capacity,
structural integrity testing and
improvements, site adaptations,
technical tests (such as RF and
power interference tests). Such
improvements will not interfere with
NII’s operations and
telecommunication services. NII may
request Site Landlord to improve a
specific Build-to-Suit Site
provided: (i) it gives Site
Landlord the appropriate information
to effectuate such improvements,
(ii) such improvements do not damage
the Tower Asset, (iii) the proposed
improvement do not adversely affect
Site Landlord’s co-location
activities, and (iv) NII assumes all
costs related to such improvement,
including costs related to changes
of work orders.
	 
	 	 	
Site Landlord shall be responsible
for the good and proper maintenance
of the Tower Assets and
Build-to-Suit Sites in accordance
with industry standards and usual
practices.
	 
	Master Lease Agreement	 	
Concurrently with the execution of
the BTS, NII and Site Landlord will
enter into a lease agreement (the
“Master Lease Agreement”) which will
provide for the lease of new towers
to be built by Site Landlord
pursuant to the BTS. The terms of
such Master Lease Agreement will be
substantially similar to the Master
Lease Agreement described on Annex B
hereto.



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	Tower Improvements	 	
Site Landlord will notify NII that
Site Landlord is willing to improve
the Tower Asset in order to add
additional site capacity for future
co-location tenants, at which time,
NII will have a specified period
after receipt of such notification
to request Site Landlord to add
additional space to such improvement
for NII future needs. Site Landlord
may elect to build such additional
tower space provided (i) NII commits
to lease such additional tower space
within a specified period after
completion of the improvement at
market rate, (ii) such additional
improvement does not interfere or
delay Site Landlord’s co-location
activities and (iii) NII’s request
is economically and technically
feasible. Monthly tower space rent
resulting from Site Landlord’s
improvements will be subject to
market rates.
	 
	Representations and Warranties	 	
The BTS will contain
representations, warranties,
covenants, schedules, conditions to
closing, non-competition agreements,
adjustments, indemnities and other
clauses in form and substance
satisfactory to the Parties. The
representations, warranties and
covenants shall include, but not be
limited to, matters such as title
and condition of assets, financial
information and liabilities,
contracts, permits, compliance with
laws, receivables, relations with
affiliates, absence of material
adverse changes, absence of liens,
absence of litigation, and
commitments. The conditions to
closing shall include, but not be
limited to, relevant corporate
authorizations, the absence of any
material adverse change in the
business, assets, liabilities,
condition (financial or otherwise)
or prospects of the parties and the
parties’ activities being in
compliance with all applicable laws.




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