Brazil Credit Agreement Amendments and Waiver of Covenants

On February 24, 2017, Nextel Brazil entered into amendments to
its credit agreements with each of Caixa Econmica Federal and
Banco do Brasil, S.A. (together, the Amendments) for an amendment
fee of 3.7 million Brazilian reais, or about $1.2 million based
on the exchange rate in effect on February 24, 2017.

The Amendments provide, among other things, that effective March
2, 2017, no amortization payments will be required with respect
to the loan with Caixa Econmica Federal until July 8, 2017 and
with respect to Banco do Brasil until July 31, 2017 (the
Standstill Period), at which time Nextel Brazil will have to make
a principal payment in the amount of the foregone amortization;
provided, however, that if certain events occur during the
Standstill Period, including Nextel Brazils early repayment of
other debt obligations, reinforcement or alteration of personal
guarantees with respect to other debt, or execution of agreements
with terms and conditions more favorable to other creditors than
to Caixa Econmica Federal or Banco do Brasil, respectively, and
Nextel Brazil does not remedy such events within a certain period
of time, a mandatory early payment in the applicable amount
described in the Amendments will be triggered. The Amendments
also provide Nextel Brazil with the ability to grant as
guarantees in the ordinary course of business to creditors other
than financial institutions up to Brazilian reais 5 million, and
to grant judicial guarantees and judicial deposits up to
Brazilian reais 310 million, with certain exceptions and
limitations.

Concurrently, on February 24, 2017, Nextel Brazil obtained
waivers of certain covenants from each of Caixa Econmica Federal
and Banco do Brasil (together, the Waivers). The Waivers provide
for a waiver of non-compliance with respect to the net debt
financial covenant and certain other covenants of the relevant
credit agreements as of December 31, 2016. The Waivers also
provide for a covenant holiday inclusive of the June 30, 2017
testing period, during which time no compliance will be required
with respect to the net debt financial covenant. Additionally, in
connection with the Waivers, the parties have agreed to take
commercially reasonable efforts to negotiate long-term
modifications of the financing arrangements during the applicable
Standstill Period.

The description of the Amendments and the Waivers contained in
this Form 8-K is qualified in its entirety by reference to the
complete text of the Amendments and the Waivers. Copies of
English translations of the Amendments and the Waivers are filed
as Exhibits 10.1, 10.2, 10.3 and 10.4 to this report,
respectively, and incorporated herein by reference.

Nextel Brazils credit agreements with Caixa Econmica Federal and
Banco do Brasil, including amendments thereto, are attached as
Exhibits 99.5 and 99.5 to the Annual Report on Form 10-K filed on
February 28, 2014, and Exhibits 10.6, 10.7, 10.8 and 10.9 to the
Current Report on Form 8-K filed June 30, 2015, and incorporated
herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 1, 2017, the Company issued a press release announcing
the amendments and waivers to the credit agreements with Caixa
Econmica Federal and Banco do Brasil. A copy of the press release
is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No. Description

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