13D Filing: Aurelius Capital Management and NII Holdings, Inc. (NIHD)

This Amendment No. 2 amends the statement on
Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC“) on July 6, 2015 (the “Original
Schedule 13D“, as amended, the “Schedule 13D“) with respect to the common stock, $0.001 par value (the
“Common Stock“), of NII Holdings, Inc. a Delaware corporation (the “Issuer“). Capitalized terms
used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13D. This Amendment
No. 2 amends Item 5(a)-(c) and (e) as set forth below.

Items 5(a)-(c) and (e) of Item 5 of the Schedule
13D are hereby amended and restated in their entirety as follows:

(a),(b) The information set forth in Rows 7
through 13 of the cover page hereto for each Reporting Person is incorporated herein by reference. The percentage amount set forth
in Row 13 for all cover pages filed herewith is calculated based on 100,566,040 shares of Common Stock outstanding as of May 5,
2017 as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 10, 2017.

(c) Information concerning transactions in the
Common Stock by the Reporting Persons effected during the past sixty days is set forth in Annex I hereto and is incorporated
herein by reference. Other than as set forth in Item 5(e) below, Aurelius Capital Master, Ltd. and Aurelius Convergence Master,
Ltd. are the only Reporting Persons to have effected transactions in the Common Stock in the past sixty days.

(e) Effective April 1, 2017, the shares
of Common Stock held by ACP Master, Ltd. were transferred to Aurelius Capital Master, Ltd. in an internal restructuring.
Accordingly, ACP Master, Ltd. is no longer a Reporting Person on this Schedule 13D.