[Signature page follows]

NII Mercosur Telecom, S.L.U.

NII Mercosur Móviles, S.L.U.

NII Holdings, Inc.
1875 Explorer Street
Reston, VA 20190
USA

Re.: Binding Offer # 2015/075/NXT

Dear Sirs:

The parties hereto agree to negotiate in good faith in a reasonably and timely fashion to finalize any additional documentation reasonably required to implement and consummate the transactions set forth in this Binding Offer, including, without limitation, an agreement setting forth the necessary procedures to permit the Buyer to exercise the rights set forth in Exhibit A to Annex A-1, and delivering certificates and instruments and consents as may be deemed reasonably necessary or appropriate.

The Buyer assumes the risk associated with the Regulatory Approval relating to the acquisition of the 49% Equity Interest and the 51% Equity Interest, including any impairment or loss of licenses.

Very truly yours,

Tacuarí 1846, 4to. Piso
Ciudad de Buenos Aires (1139)
Argentina

Dear Sirs,

Sincerely,

Tacuarí 1846, 4to. Piso
Ciudad de Buenos Aires (1139)
Argentina

Dear Sirs,

Sincerely,

3.1.    Survival.

The Buyer makes the representations and warranties set forth in Article IV of Annex D as of the Initial Closing Date.

This undertaking (this “Undertaking”) supplements and forms an integral part of the Binding Terms to which it has been annexed and is referred to therein as the 49% Sale and the 51% Call Option. Unless otherwise defined herein, defined terms shall have the meaning set forth in the Binding Terms (including its other annexes and exhibits).

1.Undertakings.

(a)    Equity Sale and Call Option; Consideration. The Sellers hereby undertake to sell to the Buyer all of the issued and outstanding ownership interests (participaciones sociales) (the “Equity Interests”) in the Target, free and clear of all Liens (other than those arising under the Binding Offer or by virtue of the transactions contemplated hereby or the agreements referenced therein), in two tranches as provided in Sections 1(b) and 1(c) below for an aggregate purchase price of US$ 165,000,000 (as adjusted pursuant to Section 5, the “Aggregate Purchase Price”) to be paid in accordance with the Binding Terms and as further detailed in Section 1(d) below.

(b)    49% Sale. On the Initial Closing Date, the Sellers shall unconditionally and irrevocably sell to the Buyer the 49% Equity Interest, in the form of the Initial Equity Units (as defined below), and the Note (issued by NII Mercosur Telecom, S.L.U.), each free and clear of all Liens (other than those arising under the Binding Offer or by virtue of the transactions contemplated hereby or the agreements referenced therein), in exchange for the payment contemplated in Section 1(d)(i). The Sellers shall sell the 49% Equity Interest to the Buyer as follows:

(i)    Sell to the Buyer the 136,862,160 ownership interests (participaciones sociales) in the Target held by NII Mercosur Móviles, S.L.U. as of the Initial Closing Date (the “Móviles Equity Units”), which, as of the Initial Closing Date, represent all of the Equity Interests held by NII Mercosur Móviles, S.L.U.; and

(ii)    Sell to the Buyer the 260,153,715 ownership interests (participaciones sociales) in the Target held by NII Mercosur Telecom, S.L.U. (the “Initial Telecom Equity Units” and, together with the Móviles Equity Units, the “Initial Equity Units”).

(c)    51% Call Option. Commencing on the date that Regulatory Approval is obtained (the “Regulatory Approval Date”) and continuing until the date that is 10 Business Days immediately following the Regulatory Approval Date (the “Definitive Closing Date” and for the time period beginning on the Regulatory Approval Date and ending on the Definitive Closing Date, the “51% Call Option Period”), the Sellers hereby unconditionally and irrevocably undertake to sell to the Buyer, at Buyer’s option, the 51% Equity Interest, in the form of the 413,220,605 ownership interests (participaciones sociales) in the Target held by NII Mercosur Telecom, S.L.U. (the “Final Equity Units”), free and clear of all Liens (other than those arising under the Binding Offer or by virtue of the transactions contemplated hereby or the agreements referenced therein) in exchange for the payment or assignment, as applicable, contemplated in Section 1(d)(iii); provided, that, if the Buyer has not exercised the 51% Call Option prior to the Definitive Closing Date, (A) the 51% Call Option shall be deemed automatically exercised and payable in full on the Definitive Closing Date without any further action by the Parties, (B) the Note (if any) will be immediately assigned by the Buyer to the Sellers free and clear of all Liens (other than those arising under the Binding Offer or by virtue of the transactions contemplated hereby or the agreements referenced therein), without the payment of any consideration or amount and (C) the Sellers will transfer the 51% Equity Interest, in the form of the Final Equity Units, free and clear of all Liens to the Buyer. Notwithstanding anything to the contrary herein, the 51% Call Option may only be exercised in accordance with this Section 1(c) once the Buyer has paid to the Seller any Additional Amount (as defined below) due under Section 5(e)(2).

(d)    Procedures; Call Option Purchase Price.

(i)    No later than 4:00 P.M. New York City time on the Initial Closing Date the Sellers (each as specified herein) will (1) deliver to the Buyer the 49% Equity Interest, in the form of the Initial Equity Units (as defined below), and the Note, each free and clear of all Liens (other than those arising under the Binding Offer or by virtue of the transactions contemplated hereby or the agreements referenced therein), (2) deliver any and all documents in form and substance satisfactory to the Buyer that are required to be filed with the Argentine Inspección General de Justicia for the registration of the transfer of the 49% Equity Interest to the Buyer and for the registration of the 51% Equity Interest Pledge (including, without limitation, giving all required notices to the Target or its management and providing all required certificados de inhibición or equivalent document of the Sellers), (3) as promptly as practicable, hold a meeting of members or Equity Interest holders of Target to acknowledge, accept and record the 51% Equity Interest Pledge and to provide the Buyer with the governance rights set forth in Exhibit A hereto, and (4) execute and deliver to the Buyer such instruments of conveyance as the Buyer may reasonably request, and the Buyer will pay to the Sellers US$ 165,000,000 (as adjusted pursuant to the terms set forth in Section 5) (as adjusted, the “Purchase Price”) as follows: (A) US$ 80,000,000 in cash paid by wire transfer of immediately available funds available outside of Argentina to the Sellers’ Accounts (the “49% Transfer Payment”), and (B) US$ 85,000,000 in cash paid by wire transfer of immediately available funds available outside of Argentina to the Sellers’ Accounts against issuance by the Sellers and delivery to the Buyer of the Note; provided, however, that if the Indemnification Escrow Account has not been established prior to such date, the Buyer will withhold US$ 6,000,000 and cause such amount to be transferred to the Indemnification Escrow Account promptly after it has been established or in accordance with Section 3.9 of Annex D.

(ii)    If the Buyer elects to exercise the 51% Call Option pursuant to Section 1(c), the Buyer will deliver to the Sellers a written notice (the “Call Exercise Notice”) exercising the 51% Call Option, and the Buyer and the Sellers will consummate the transactions contemplated by the 51% Call Option within three Business Days after the Sellers’ receipt of the Call Exercise Notice; provided, however, that in any event the 51% Call Option shall be automatically exercised, with or without delivery of a Call Exercise Notice, on the Definitive Closing Date.

(iii)    Promptly, and in no event later than three Business Days, after the date that the Buyer exercises the 51% Call Option (including, for the avoidance of doubt, if automatically exercised on the Definitive Closing Date), (A) the Sellers will (1) deliver to the Buyer the 51% Equity Interest, in the form of the Final Equity Units, free and clear of any and all Liens (other than those arising under the Binding Offer or by virtue of the transactions contemplated hereby or the agreements referenced therein), (2) file with the Argentine Inspección General de Justicia all documents required for the registration of the transfer of the 51% Equity Interest to the Buyer, (3) deliver to the Buyer written resignations of all the directors and statutory auditors (síndicos) of the Target appointed by the Sellers, and (4) execute and deliver to the Buyer such instruments of conveyance as the Buyer may reasonably request, and (B) the Buyer will assign the Note to the Sellers, without the payment of any consideration or amount other than delivery of the 51% Equity Interest as contemplated above.

(e)    Cooperation. The Parties will take all actions as may be reasonably necessary to consummate the sales contemplated by this Section 1, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

(f)    Assignment of 51% Call Option and Note. During the Regulatory Approval Period (as defined below) and the Additional One Year Period (as defined below), the Buyer may assign the 51% Call Option and/or the Note to any third party.

(g)    Pledges. The Sellers have pledged in favor of the Buyer 51% of the Equity Interests to secure the Sellers’ obligations under the 51% Call Option.

2.    Regulatory Approval.

(a)    Notwithstanding anything to the contrary herein, the Parties acknowledge that the exercise of the 51% Call Option is subject to the receipt of the Regulatory Approval.

(b)    During the period beginning on the Effective Date and ending on March 31, 2019 (the “Regulatory Approval Period”), each of the Parties will (and the Sellers will cause the Target to) use its commercially reasonable efforts to:

(i)    (A) make or cause to be made all filings or applications required of each of them or their respective Affiliates to obtain any necessary Governmental Approvals, including the Regulatory Approval (but excluding the Antitrust Approval), and (B) cooperate with each other in connection with any such filing or applications and in connection with resolving any investigation or other inquiry of any relevant Governmental Authority with respect to any such filing or application; provided that the Sellers shall not make, and shall cause the Target not to make, any filing or application or engage in any communication with any Governmental Authority with respect to the Regulatory Approval without the prior written approval of the Buyer (such approval not to be unreasonably withheld, conditioned or delayed);

(ii)    furnish to each other all information required for any other application or filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Undertaking; and

(iii)    take such action as may be reasonably required to obtain any necessary Governmental Approvals, including the Regulatory Approval (but excluding the Antitrust Approval), as promptly as possible after the execution of this Undertaking and to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Undertaking; provided that the Sellers shall not make, and shall cause the Target not to make, any filing or application without the prior written approval of the Buyer (such approval not to be unreasonably withheld, conditioned or delayed).

(c)    If the Regulatory Approval has not been obtained prior to September 30, 2018, the Buyer may require the Sellers, at the Buyer’s sole discretion, to extend the Regulatory Approval Period until March 31, 2020 (the “Additional One Year Period”), provided that no additional extensions may be required following the Additional One Year Period without the mutual written agreement by the Parties. In the event that either (1) the Regulatory Approval Period has been extended by the Buyer as provided herein and the Regulatory Approval has not been obtained on or prior to the expiration of the Additional One Year Period or (2) the Buyer has not extended the Regulatory Approval Period as provided herein, then the Sellers shall and shall cause the Target, in exchange only for the assignment of the Note to the Sellers and no additional consideration:

(i)    (A) Sell, assign and transfer to the Buyer all of Target’s properties, assets and rights, free and clear of all encumbrances, except for the Target’s Telecommunication Licenses; and (B) execute and deliver to the Buyer such instruments of conveyance as the Buyer may reasonably request;

(ii)    (A) Cancel, terminate or otherwise forfeit all of the Target’s Telecommunication Licenses and any and all rights associated with the Target’s Telecommunication Licenses; and (B) provide reasonably satisfactory evidence to the Buyer of such cancellation, termination or forfeiture; and

(iii)    Only after the actions contemplated in each of clause (i) and (ii) have been fully consummated, liquidate the Target and transfer any and all proceeds to the Buyer.

(d)    The Buyer agrees that the Sellers will have no liability whatsoever to the Buyer as regards the obligation to obtain the Regulatory Approval other than as set forth in the Binding Terms (including this Undertaking), and the Buyer will not, and will cause its Affiliates and representatives not to, make any claim whatsoever, other than for enforcement of the Binding Terms (including this Undertaking and the Note) against the Sellers in connection with the failure to obtain the Regulatory Approval or any action commenced by the Argentine Autoridad Federal de Tecnologías de la Información y las Comunicaciones or CNC or any other Governmental Authority against any of the Buyer, the Sellers, Affiliates of the Sellers or the Target, all of which claims are hereby forever discharged and the Sellers are released of any and all losses in connection therewith.

(e)    The Buyer assumes any and all risk associated with, arising from, relating to or in connection with the Regulatory Approval pursuant to the transactions contemplated in the Binding Terms (including this Undertaking), including Legal Proceedings relating to the process of obtaining or the failure to obtain the Regulatory Approval, or any impairment or loss of licenses.

3.    Antitrust Approval.

(a)    The Buyer and the Sellers will: (i) no later than seven days following the date on which the Buyer determines that a filing is required under the Argentine Antitrust Statutes, make such filings (including filing the Argentine Form F1); (ii) comply with applicable Argentine Antitrust Statutes in relation to the making of any filings in connection with the Antitrust Approval and at the earliest practicable date with any request for additional information from the CNDC or any other competent Governmental Authority pursuant to the Argentine Antitrust Statutes; and (iii) use reasonable best efforts to obtain the Antitrust Approval. Notwithstanding anything to the contrary herein, (i) no Party will be obligated to pay any amounts to any Governmental Authority in connection with the Antitrust Approval other than customary application and filing fees to be paid by the Buyer and (ii) the Buyer shall not under any circumstances be required to, vis-à-vis the Sellers in connection with obtaining the Antitrust Approval, take any measure other than disposing of the Equity Interests for fair market value.

(b)    The Buyer and the Sellers acknowledge and agree that the Buyer will prepare all drafts of any submissions or material communications with the CNDC or any other competent Governmental Authority in connection with the Argentine Antitrust Statutes and provide such drafts in a timely manner to the Sellers, allowing sufficient time to comment, with such comments to be reasonably considered by the Buyer in connection with the preparation of such submissions or material communications. The Sellers shall cause the Target to provide the Buyer with information reasonably requested by the Buyer regarding the Target and the Target’s industry and competitors reasonably required or necessary to obtain the Antitrust Approval.

(c)    The Buyer and the Sellers will each use commercially reasonable efforts to assist and cooperate with one another in good faith in connection with the application for the Antitrust Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by or related to this Undertaking, commenced by the CNDC or any other competent Governmental Authority.

(d)    Notwithstanding anything to the contrary in this Undertaking, the Buyer hereby irrevocably waives any right to rescission of this Undertaking or to recover any or all of the Purchase Price, any right to indemnification against the Sellers or any of its Affiliates or any losses to the Buyer or the Target, in each case, as a result of any failure to obtain the Antitrust Approval after the Closing, except to the extent such failure is the result of the Sellers’ gross negligence or willful misconduct.

(e)    The Buyer assumes any and all risk associated with, arising from, relating to or in connection with the Antitrust Approval pursuant to the transactions contemplated in the Binding Terms (including this Undertaking), including legal proceedings relating to the process of obtaining or the failure to obtain the Antitrust Approval.

4.    Conduct of the Business.

(a)    From the Effective Date until the Definitive Closing Date, except (i) as required by applicable Law, any Governmental Authority or the Telecommunication Licenses (in which case, the Sellers will promptly notify the Buyer of any such condition), (ii) as otherwise expressly provided by the Binding Terms, or (iii) with the prior written consent of the Buyer (which consent will not be unreasonably withheld, delayed or conditioned), the Sellers will and will cause the Target to (A) conduct the business of the Target in the Ordinary Course of Business; (B) terminate any existing Contract with NII Holdings, Inc. and any Affiliate of NII Holdings, Inc. or of the Sellers that is not a Subsidiary of the Target, including, for the avoidance of doubt, any existing Contract with Fundación Nextel para la Acción Comunitaria (other than the Transition Services Agreement) and as the Buyer may otherwise elect); (C) abstain from terminating employees of the Target other than for cause or otherwise as part of the Ordinary Course of Business; (D) use commercially reasonable efforts to give all notices to, and obtain all consents from, all Persons required pursuant to the Contracts set forth in Schedule 1.3(a) of Annex D to the Binding Terms; and (E) take all reasonably necessary actions to promptly provide the Buyer with any information and documents reasonably requested by the Buyer in order to maintain the validity of the 51% Equity Interest Pledge.

(b)    Without limitation to the generality of the foregoing Section 4(a), from the Effective Date until the Definitive Closing Date the Sellers will not, except with the prior written consent of the Buyer, permit the Target to do any of the following:

(i)    declare, set aside, make or pay any dividend or other distribution in respect of the Equity Interests or other ownership interest in the Target or repurchase, redeem or otherwise acquire any outstanding Equity Interests or other securities of, or other ownership interests in the Target;

(ii)    transfer, issue, sell or dispose of, in each case, directly or indirectly, any of the Equity Interests or other participations in or securities of the Target or grant options, warrants, calls or other rights to purchase or otherwise acquire the Equity Interests or other securities of the Target;

(iii)    effect any recapitalization, reclassification or like change in its capitalization;

(iv)    amend its certificate of incorporation or by-laws or other organizational documents;

(v)    enter into or agree to enter into any spin-off, merger or consolidation with any corporation or other entity, file a petition in bankruptcy under any provisions of applicable bankruptcy Law or consent to the filing of any bankruptcy petition against the Target under any applicable bankruptcy Law or acquire the securities of any other Person;

(vi)    create any Subsidiary or make any Investment;

(vii)    except in the Ordinary Course of Business, (A) accelerate, terminate, cancel, renew, amend, grant a waiver under or otherwise modify any Material Contract or (B) enter into any Contract that would constitute a Material Contract if in effect as of the Effective Date;

(viii)    incur, assume or guarantee any indebtedness or liability of any other Person other than in the Ordinary Course of Business;

(ix)    sell, assign, transfer, convey, lease or otherwise dispose of, or place any encumbrances on the property, plant or equipment of the Target reflected in the Target’s audited annual financial statements as of December 31, 2014;

(x)    enter into a new line of business or discontinue any existing line of business;

(xi)    enter into any contract with an Affiliate of NII Holdings, Inc. or of the Sellers that is not a Subsidiary of the Target; or

(xii)    agree in writing to do anything prohibited by this Section 4.

(e)    The Buyer will establish a due diligence committee comprised of four members (the “Members”) to direct and coordinate the Buyer’s due diligence activities. From the Initial Closing Date until the Definitive Closing Date, except as required by applicable Law, the Sellers will and will cause the Target to provide:

(i)    reasonable office space for Members and their consultants, attorneys, accountants and other advisors (the “Advisors”), which office space will be located near the senior management of the Target;

(ii)    each Member and its representatives reasonable access to key personnel of the Target and, if requested by a Member, to the Target’s external Advisors during normal business hours, which access will not affect the operations or management of the Target; and

(iii)    each Member reasonable access to all contracts, books and records and other documents, data and information, including the Target’s systems and databases;

provided that all access and investigation shall be conducted in such a manner as not to unreasonably interfere in any material respects with the conduct of the business of the Target.

(f)    Within 15 days of the Initial Closing Date, the Sellers shall deliver to the Buyer a certificate issued by an internationally recognized certified public accountant, in form reasonably acceptable to the Buyer, certifying the accuracy of the information set forth in Schedule 1.13(b) of Annex D to the Binding Offer.

(g)    Notwithstanding anything to the contrary in this Section 4, the Buyer and the Sellers hereby agree that from time to time after the Final Target Net Cash Balance (as defined below) has been determined in accordance with Section 5 below and for a period not to exceed 10 Business Days, (i) the Target shall be permitted to declare and/or pay Permitted Payments and (ii) the Sellers shall be permitted to exchange Permitted Payments for Dollars or Dollar investments solely for the purpose of effecting a distribution in Dollars to Sellers (each such transaction in clauses (i) and (ii), a “Permitted Transaction”). The Parties hereby agree that the Sellers and the Target shall be permitted to enter into any agreements and/or take any other actions reasonably required to permit the consummation of any Permitted Transactions; provided, however, that, for the avoidance of doubt, Target shall not be permitted to sell any of its assets or incur into any indebtedness to permit the consummation of any Permitted Transactions.

5.    Purchase Price Adjustment.

(a)    [Intentionally Omitted].

(b)    [Intentionally Omitted].

(c)    As promptly as practicable, but in no event later than 15 days after the Initial Closing Date, the Buyer will, in good faith, prepare and deliver to the Sellers a statement (the “Initial Closing Target Net Cash Statement”) setting forth the Buyer’s good faith calculation of the consolidated amount of the Target Net Cash Balance as of the Initial Closing Date (the “Actual Target Net Cash Balance”), along with reasonable supporting detail to evidence the calculation of such amounts. The Initial Closing Target Net Cash Statement shall be prepared in good faith, and shall entirely disregard (i) any and all effects on the assets or liabilities of the Target as a result of any financing or refinancing arrangements entered into at any time by the Buyer or by the Target after the Initial Closing Date or any other transaction entered into by the Buyer or by the Target after the Initial Closing Date in connection with the consummation of the transactions contemplated by this Undertaking and (ii) any of the plans, transactions or changes which the Buyer intends to initiate or make or cause to be initiated or made after the Initial Closing Date with respect to the Target or its business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilities.

(d)    The Sellers will have five Business Days after receipt of the Initial Closing Target Net Cash Statement to review the Initial Closing Target Net Cash Statement (the “Review Period”). If the Sellers object to any aspect of the Initial Closing Target Net Cash Statement, the Sellers will deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period, setting forth in reasonable detail the basis for any such objection. If the Sellers deliver an Objection Notice to the Buyer prior to the expiration of the Review Period, the Parties will, for a period of five Business Days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters contained therein, and any written resolution signed by each of the Parties as to such matter will be final, binding and conclusive and nonappealable for all purposes hereunder. In the event that the Sellers do not deliver an Objection Notice to the Buyer prior to the expiration of the Review Period, the Sellers will be deemed to have agreed to the Initial Closing Target Net Cash Statement, which Initial Closing Target Net Cash Statement, or undisputed portions thereof in the event the Sellers send an objection notice (as the case may be), will be final, binding, conclusive and nonappealable for all purposes hereunder. If at the conclusion of the Resolution Period, the Sellers and the Buyer have not reached an agreement with respect to all disputed matters contained in the Objection Notice, then within five Business Days thereafter, the Parties will submit for resolution those matters remaining in dispute to the Independent Accounting Firm. The Independent Accounting Firm will act as an arbitrator to resolve (based solely on the written and oral presentations of the Buyer and the Sellers and not by independent review) only those matters submitted to it in accordance with this Section 5(d). The Buyer and the Sellers will direct the Independent Accounting Firm to render a resolution of all such disputed matters as promptly as practicable and, in any event, within 10 Business Days after its engagement or such other period agreed upon in writing by the Buyer and the Sellers. With respect to each disputed matter, the Independent Accounting Firm’s determination, if not in accordance with the position of either the Buyer or the Sellers, will not be in excess of the higher, nor less than the lower, of the amounts set forth by the Buyer in the Initial Closing Target Net Cash Statement or by the Sellers in the Objection Notice, as applicable. The resolution of the Independent Accounting Firm will be set forth in a written statement delivered to each of the Parties and will be final, binding, conclusive and nonappealable for all purposes hereunder. The Actual Target Net Cash Balance, once modified and/or agreed to in accordance with this Section 5(d), will become the “Final Target Net Cash Balance”. The fees, expenses and costs of the Independent Accounting Firm shall be borne in the same proportion as the aggregate amount of the disputed items that are unsuccessfully disputed by each (as determined by the Independent Accounting Firm) bear to the total amount of the disputed items submitted to the Independent Accounting Firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute under this Section 5(d) will be borne by the Party incurring such cost or expense.

(e)    Any amounts payable pursuant to the determination of the Final Target Net Cash Balance, will be paid as follows, in each case by wire transfer of immediately available funds available outside of Argentina to an account or accounts designated by the recipient within five Business Days after such determination:

(i)    if the Final Target Net Cash Balance is less than the Minimum Target Net Cash Balance, the Seller will pay the Buyer an amount equal to the amount by which the Minimum Target Net Cash Balance exceeds the Final Target Net Cash Balance (the “Target Net Cash Deficiency Amount”); and

(ii)    if the Final Target Net Cash Balance exceeds the Minimum Target Net Cash Balance (such difference, the “Excess Cash”), (A) the Buyer will pay the Seller an amount equal to the Excess Cash (such amount, the “Additional Amount”), provided that the Additional Amount payable, if any, shall not be greater than US$ 12,877,748 minus the aggregate amount of Permitted Payments received by the Sellers following the date of determination of the Final Target Net Cash Balance and the date of payment pursuant to this Section 5.

(f)    For purposes of all calculations under this Section 5, the exchange rate used for calculating the amount in dollars of any cash held in Argentine pesos will be the Implied Valuation in effect on the Business Day before the Initial Closing Date.

6.    Representations and Warranties.

(a)    Each of the Sellers makes the representations and warranties set forth in Annex D to the Binding Terms as of the dates specified therein.

(b)    The Buyer makes the representations and warranties set forth in Annex D to the Binding Terms as of the dates specified therein.

7.    Definitions. Capitalized terms used herein but not otherwise defined have the meanings set forth below:

(a)    “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(b)    “Antitrust Approval” means the definitive, final and conclusive written authorization pursuant to the Argentine Antitrust Statutes issued by the Argentine Secretaría de Comercio del Interior, or any Governmental Authority that may replace it in the future, in connection with the transactions contemplated by this Undertaking.

(c)    “Argentine Antitrust Statutes” means the Argentine Antitrust Act (Law 25,156, as amended, modified or supplemented from time to time) and its related decrees, resolutions and statutes.

(d)    “Business Day” means any day of the year that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are authorized or required by Law to be closed in the City of New York, New York or Buenos Aires, Argentina.

(e)    “Cash” means, as of any date of determination, the unencumbered cash and Cash Equivalents held by the Target on such date minus the sum of (x) the aggregate principal amount of any financial debt of the Target outstanding on such date and (y) all accrued and unpaid interest on such financial debt as of such date.

(f)    “Cash Equivalents” means (i) cash, including Argentine pesos or U.S. Dollars; (ii) investments in money market funds or in short-term deposits in banks maturing in one year or less than one year from the date of deposit, including, but not limited to, investments in bank fixed deposits and other bank instruments; (iii) U.S. treasury bills and securities issued by the government of Argentina; and (iv) investments in any investments listed on Exhibit B, held by the Target as of the Initial Closing Date; provided that, for purposes of any calculation under this Undertaking, (a) any Cash Equivalent other than cash will be valued at the last reported market price on the Business Day prior to such calculation and (b) any Cash Equivalent held or denominated in Argentine pesos (including, for the avoidance of doubt, U.S. Dollar-linked securities) will be converted into U.S. Dollars using the Implied Valuation in effect on the Business Day prior to such calculation.

(g)    “CNC” means the Argentine Comisión Nacional de Comunicaciones.

(h)    “CNDC” means the Argentine Comisión Nacional de Defensa de la Competencia or any Governmental Authority that may replace it in the future.

(i)    “Governmental Approval” means any consent, approval (or deemed approval after the expiry of all appropriate waiting periods), authorization, notice, permission or waiver of a Governmental Authority.

(j)    “Implied Valuation” means the implicit exchange rate resulting from dividing (i) the last price in Argentine pesos of dollar-denominated Argentine Sovereign Bonds named BONAR 2017 (AA17) quoted at closing of the activities on the calculation date at Bolsa de Comercio de Buenos Aires on its webpage Bolsar https://www.bolsar.com/VistasDL/PaginaIntradiarioEspecies.aspx?Especie=AA17&Vto=4 by (ii) the average between the last bid price and ask price for the same securities quoted in the over-the-counter market in New York City, New York at closing of activities on the same calculation date, as set forth in the Bloomberg screen of JP Morgan Argentina, Corporate, Currency, Government, Preferred, under screenname “JARG”.

(k)    “Independent Accounting Firm” shall mean PwC Argentina, Deloitte Argentina, Grant Thornton Argentina or such other internationally recognized certified public accountant satisfactory to the Buyer and the Sellers; provided, that if the Buyer and the Sellers do not appoint an Independent Accounting Firm within ten days after either the Buyer or the Sellers give notice to the other of a request therefor, either of them may request the American Arbitration Association to appoint as the Independent Accounting Firm a partner in the Buenos Aires office of a nationally or internationally recognized independent registered public accounting firm based on its determination that the partner of such firm who shall be responsible for the services to be provided by the Independent Accounting Firm has had no material relationships with the parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the parties and their respective Affiliates, and such appointment shall be final, binding and conclusive on the Buyer and the Sellers.

(l)    “Investment” means any capital contribution, advance or other investment, whether in the form of debt or equity, in any Person.

(m)    “Minimum Target Net Cash Balance” means, on the date of determination, US$ 110,000,000 (or its equivalent in Argentine pesos determined by reference to the Implied Valuation).

(n)    “Party” means either the Sellers or the Buyer as the context requires and “Parties” means collectively the Buyer and the Sellers.

(o)    “Permitted Payments” means the dividends (valued at fair market value, if in-kind) paid by the Target to the Sellers or any dividend payments made by the Target to NII Holdings, Inc., Sellers or their Affiliates between the Effective Date and the Initial Closing Date in an aggregate amount not to exceed US$ 12,877,748 (to the extent paid in Argentine pesos, converted using the Implied Valuation on the date of payment).

(p)    “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

(q)    “Target Net Cash Balance” means, as of any date of determination, the unencumbered Cash held by the Target on such date minus the sum of (x) the aggregate principal amount of any financial debt of the Target outstanding on such date and (y) all accrued and unpaid interest on such financial debt as of such date.

(r)    “Transition Services Agreement” means the Transition Services Agreement dated April 30, 2015 by and among Comunicaciones Nextel de Mexico, S.A. de C.V., NII Holdings, Inc., Nextel Argentina S.R.L. and Nextel Telecomunicacoes Ltda.

8.    Other Definitional and Interpretive Matters. The following rules of interpretation will apply:

(a)    When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Undertaking, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day.

(b)    Any reference in this Undertaking to (A) “US$”, “dollars” or “Dollars” will mean U.S. dollars, the legal tender of the United States of America, pursuant to Section 5103 of Title 31 of the United States Code and (B) “Pesos”, “ARS” or “AR$” means Argentine pesos, as the case may be.

(c)    The Schedules and Exhibits to this Undertaking are hereby incorporated and made a part hereof and are an integral part of this Undertaking.

(d)    Any reference in this Undertaking to gender will include all genders, and words imparting the singular number only will include the plural and vice versa.

(e)    The division of this Undertaking into Sections and other subdivisions and the insertion of headings are for convenience of reference only and will not affect or be utilized in construing or interpreting this Undertaking.

(f)    All references in this Undertaking to any “Section” are to the corresponding Section (as the case may be) of this Undertaking unless otherwise specified.

(g)    The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Undertaking as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

(h)    The word “including” or any variation thereof means “including, without limitation” and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(i)    An item arising with respect to a specific representation or warranty will be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item underlying a number that are individualized, expressly or specifically on such balance sheet or financial statements that are related to the subject matter of such representation, (B) such item is specifically set forth on the balance sheet or financial statements or (C) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

(j)    The Parties have participated jointly in the negotiation and drafting of this Undertaking and, in the event an ambiguity or question of intent or interpretation arises, this Undertaking will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Undertaking.

9.    Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated in the Binding Offer (for the Buyer) and the acceptance thereof in the case of the Sellers.

(a)Amendment of the By Laws of the Target;

(b)The Target’s engagement in transactions or operations in any line of business other than the core business of the Target;

(c)Authorization of the assumption, incurrence, or amendment of the terms of financial debt that exceeds 5% of the amounts authorized in the annual budget of the Target;

(d)Other in the Ordinary Course of Business, granting of guarantees, liens or encumbrances on the Target’s assets or indemnities with respect to liabilities that exceed 5% of the amounts authorized in the annual budget of the Target;

(e)Other in the Ordinary Course of Business, sale, transfer, lease, or other disposition of assets of the Target with a fair market value in excess of US$1,000,000 (or the equivalent thereof) in the aggregate per calendar year;

(f)Other than in the Ordinary Course of Business, entering into, and material modifications, or early termination of any agreement (i) with strategic clients or providers, or (ii) that would require the payment or collection of amounts, assets or liabilities exceeding US$2,000,000 in the aggregate per calendar year;

(g)Acquisition or investment in, or sale of, equity interests of any person or entity or the entry into or termination of any partnerships or joint ventures, involving payment in excess of US$2,000,000;

(h)Approval or modification of the dividend policy of the Target;

(i)Any decision to submit or withdraw from a securities public offering, listing or registration regime (such as a registered offering of securities or termination of a registration statement);

(j)Issuance or placement of any debt or equity securities, with or without voting rights, in the domestic or international capital markets;

(k)Any capital increase or capital contribution to the Target by any person or entity or the granting of any option to subscribe or to otherwise acquire participations or equity interests in the Target;

(l)Granting of loans to any person or entity except for advances in the ordinary course of business to providers of goods and services to the Target;

(m)Voluntary filing in any insolvency procedure or the initiation of any out-of-court reorganization proceeding (including, without limitation, any acuerdo preventivo extrajudicial) or any kind of debt restructuring;

(n)Spin-off, merger, consolidation, transformation, dissolution or liquidation of the Target or the reorganization or transfer of one or more business units (or fondos de comercio) of the Target;

(o)Capital reductions, amortization, repurchases or reimbursements of equity interests in the Target or any other repayment of capital contributions in the Target or distributions to equity holders; and