exv10w19



 




Exhibit 10.19



NII HOLDINGS, INC.


REGISTRATION RIGHTS AGREEMENT


November 12, 2002


 






 


TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	Page
	1. Registration Rights
	 	 	1	 
	 	1.1 Definitions
	 	 	1	 
	 	1.2 Shelf Registration.
	 	 	3	 
	 	1.3 Demand Registrations.
	 	 	4	 
	 	1.4 Company Registrations.
	 	 	5	 
	 	1.5 Form S-3 Registration
	 	 	6	 
	 	1.6 Obligations of the Company
	 	 	7	 
	 	1.7 Blackouts
	 	 	9	 
	 	1.8 Information from Holder
	 	 	9	 
	 	1.9 Expenses of Registration
	 	 	9	 
	 	1.10 Delay of Registration
	 	 	10	 
	 	1.11 Indemnification
	 	 	10	 
	 	1.12 Reports Under Securities Exchange Act of 1934
	 	 	12	 
	 	1.13 Assignment of Registration Rights
	 	 	13	 
	 	1.14 Termination of Registration Rights
	 	 	13	 
	 	1.15 NCI Distribution
	 	 	13	 
	2. Miscellaneous.
	 	 	13	 
	 	2.1 Successors and Assigns
	 	 	13	 
	 	2.2 Governing Law
	 	 	13	 
	 	2.3 Counterparts
	 	 	13	 
	 	2.4 Titles and Subtitles
	 	 	14	 
	 	2.5 Notices
	 	 	14	 
	 	2.6 Entire Agreement: Amendments and Waivers
	 	 	14	 
	 	2.7 Severability
	 	 	14	 
	 	2.8 Specific Performance
	 	 	14	 
	 	2.9 Waivers and Further Agreements
	 	 	14	 
	 	2.10 Intended Beneficiaries
	 	 	15	 



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REGISTRATION RIGHTS AGREEMENT



          This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of
November 12, 2002, by and among NII Holdings, Inc., a Delaware corporation
(“NII”) and each of its subsidiaries and affiliates that are signatories hereto
(the “NII Entities”), and the Holders (as defined below).


RECITALS


          This Agreement is made pursuant to the Joint Plan of Reorganization and
Disclosure Statement, dated June 14, 2002, of NII and NII Holdings (Delaware),
Inc., as approved by the United States Bankruptcy Court for the District of
Delaware pursuant to the Confirmation Order entered on October 29, 2002 (as
amended, the “Plan”).


          In connection with the Plan, NII and the NII Entities have agreed to
register for sale, by the Holders, the shares of Common Stock and the Notes to
be received by the Holders from NII and the NII Entities.


          NOW THEREFORE, in consideration of the foregoing, and to implement the
terms of the Plan, the parties hereby agree as follows:


1.     Registration Rights. The Company covenants and agrees as follows:


     1.1Definitions. For purposes of this Agreement:


          “1934 Act” means the Securities Exchange Act of 1934, as amended.


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


          “Common Stock” means the Common Stock of NII, par value $0.01 per share.


          “Company” means (i) with respect to registrations of Common Stock only,
NII, and (ii) with respect to all other registrations, NII and each NII Entity,
jointly and not severally.


          “Effective Date” has the meaning assigned to it in the Plan.


          “Effectiveness Period” has the meaning assigned to it in Section
1.2(a).


          “Form S-1” means such form under the Act as in effect on the date hereof
or any registration form under the Act subsequently adopted by the SEC that
does not permit inclusion or incorporation of substantial information by
reference to other documents filed with the SEC.


          “Form S-2” means such form under the Act as in effect on the date hereof
or any registration form under the Act subsequently adopted by the SEC that
permits inclusion or incorporation of substantial information by reference to
other documents filed with the SEC.


 






 


          “Form S-3” means such form under the Act as in effect on the date hereof
or any registration form under the Act subsequently adopted by the SEC that
permits inclusion or incorporation of substantial information by reference to
other documents filed with the SEC.


          “Holders” means (i) the parties that are listed on Schedule A
hereto and (ii) the successors and permitted assigns of the foregoing. A
“Holder” is any one of the foregoing.


          “Indemnified Person” has the meaning assigned to it in Section
1.11(a).


          “Initial Shelf Registration” has the meaning assigned to it in Section
1.2(a).


          “Initiating Holder(s)” has the meaning assigned to it in Section
1.3.


          “NCI” means Nextel Communications, Inc., a Delaware corporation.


          “NII” has the meaning assigned to it in the forepart to this Agreement.


          “Notes” means the 13% Senior Secured Notes due 2009 of NII Holdings
(Cayman), Ltd., a corporation organized under the laws of the Cayman Islands.


          “Other Holder” means each Holder other than NCI.


          “Plan” has the meaning assigned to it in the recitals to this Agreement.


          “Prospectus” means the prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance upon Rule 430A
promulgated under the Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement, and all other
amendments and supplements to the Prospectus, including those contained in
post-effective amendments to the Registration Statement, and all material
incorporated by reference or deemed to be incorporated by reference in such
Prospectus.


          “Registrable Securities” means the shares of Common Stock and the Notes at
any time issued to a Holder until (i) a Registration Statement covering such
securities has been declared effective by the SEC and such securities have been
disposed of in accordance with such effective Registration Statement, (ii) such
securities are sold in compliance with Rule 144 or (iii) such securities cease
to be outstanding.


          “Registration Statement” means any registration statement of the Company
filed under the Act that covers any of the Registrable Securities pursuant to
the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement and Prospectus, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.


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          “Rule 144” means Rule 144 under the Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or regulation
hereafter adopted by the SEC.


          “Rule 415” means Rule 415 under the Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.


          “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document
in compliance with the Act, and the declaration or ordering of effectiveness of
such registration statement or document.


          “SEC” means the Securities and Exchange Commission.


          “Shelf Registration” has the meaning assigned to it in Section
1.2(c).


          “Short Form Registration” has the meaning assigned to it in Section
1.2(b).


          “Violation” has the meaning assigned to it in Section 1.9(a).


     1.2 Shelf Registration.


          (a) Initial Shelf Registration. The Company shall carefully
prepare and file with the SEC, as soon as practicable following the Effective
Date (but no later than 60 days from the Effective Date), a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Securities then outstanding (the “Initial Shelf
Registration”). The Initial Shelf Registration shall be on Form S-1 or another
appropriate form permitting registration of such Registrable Securities for
resale by the Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Company shall not
permit any securities other than the Registrable Securities to be included in
any Shelf Registration. The Company shall use its best efforts to cause the
Initial Shelf Registration to be declared effective under the Act as soon as
practical after the Effective Date and to keep the Initial Shelf Registration
continuously effective under the Act until the fifth anniversary of the
Effective Date (the “Effectiveness Period”), or such shorter period ending on
the earlier of the date on which (i) all Registrable Securities covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration, (ii) a Short Form Registration
covering all of the Registrable Securities has been declared effective under
the Act or (iii) all Registrable Securities may be immediately sold pursuant to
Rule 144(k), provided that the Company has obtained an opinion to such effect
from counsel reasonably acceptable to such Holder.


          (b) Short Form Registration. If, during the Effectiveness Period,
the Company becomes eligible to utilize SEC Form S-2 or Form S-3 for offers and
sales by Holders of Registrable Securities, then the Company may, in its
discretion, terminate the Initial Shelf Registration at any time after a
Registration Statement on Form S-2 or Form S-3 pursuant to Rule 415 covering
all of the Registrable Securities required to have been included in the Initial
Shelf Registration (a “Short Form Registration”) shall have been filed with and
declared effective by the SEC.


3






 


          (c) Effectiveness of Shelf Registrations. Subject to Section
1.7, if the Initial Shelf Registration or any Short Form Registration
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because of the sale of all of the securities registered
thereunder), including as a result an order suspending effectiveness thereof,
the Company shall use its best efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and amend the Shelf Registration in
a manner reasonably expected to obtain the withdrawal of the order suspending
the effectiveness thereof. As used herein, the term “Shelf Registration” means
the Initial Shelf Registration (as it may be amended from time to time in
accordance with this Agreement) and any Short Form Registration (as it may be
amended from time to time in accordance with this Agreement).


          (d) Supplements and Amendments. Subject to Section 1.7, the
Company shall promptly supplement and amend the Shelf Registration if required
by the rules, regulations or instructions applicable to the registration form
used for such Shelf Registration, if required by the Act, or if requested by
the holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Registration Statement or by any underwriter of such
Registrable Securities.


     1.3 Demand Registrations.


          (a) Subject to the conditions of this Section 1.3 and Section
1.7, if the Company shall receive at any time after the twelve-month
anniversary of the Effective Date a written request from either NCI or Other
Holders holding more than 30% of the Registrable Securities then held by all
Other Holders (the “Initiating Holder(s)”) that the Company file a Registration
Statement under the Act on the appropriate form covering the sale of all or any
portion of the Registrable Securities held by NCI or such Initiating Holder(s)
by means of an underwriting, then the Company shall:


               (i) within ten days of the receipt thereof, give written notice of the
proposed registration to all other Holders of Registrable Securities, and


               (ii) subject to the limitations of this Section 1.3, use its best
efforts to effect, as soon as practicable, such registration and all
qualifications or compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of NCI’s or such
Initiating Holder(s)’s Registrable Securities as specified in such request,
together with all or such portion of the Registrable Securities of any other
Holders joining in such request as are specified in a written request given
within twenty days after receipt of such written notice from the Company;


provided, however, that NCI shall only be permitted to request
one registration pursuant to this Section 1.3(a) and the Other Holders,
taken as a group, shall only be permitted to request one registration pursuant
to this Section 1.3(a).


          (b) All Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by NCI or the
Initiating Holder(s) (which underwriter or underwriters shall be reasonably
acceptable to the Board of Directors of the


4






 




 Company and the other Holders proposing to include their Registrable
Securities in such underwriting). Notwithstanding any other provision of this
Section 1.3, if the underwriter advises the Company that marketing
factors require a limitation of the number of securities underwritten, then the
Company shall so advise all Holders of Registrable Securities that have elected
to participate in the offering, and the number of Registrable Securities that
may be included in the underwriting shall be allocated to the Holders of the
Registrable Securities on a pro rata basis based on the number of Registrable
Securities requested to be included by each such Holder who has elected to
participate (including NCI and/or the Initiating Holder(s)), provided,
however, that so that such allocations shall not operate to reduce the
aggregate number of Registrable Securities to be included in such registration,
if any Holder who has elected to participate in the offering does not request
inclusion of the maximum number of shares of Registrable Securities allocated
to such Holder pursuant to the above-described procedure, the remaining portion
of his allocation shall be reallocated among those participating Holders whose
pro rata allocations have not satisfied their requests to participate in the
offering, with such re-allocation based on the number of Registrable Securities
that are held by such Holders, and this procedure shall be repeated until all
of the Registrable Securities that may be included in the registration on
behalf of the Holders have been so allocated. Any Registrable Securities
excluded or withdrawn from such underwriting shall be withdrawn from the
registration.


          (c) The Company shall not be obligated to effect any such registration
pursuant to this Section 1.3:


               (i) after the Company has effected an aggregate of two (2) registrations
pursuant to this Section 1.3, and such registrations have been declared
or ordered effective, and have remained effective for at least the period of
time provided in Section 1.6(a) hereof, provided that no stop order
shall have been issued with respect thereto; or


               (ii) if the Company shall have furnished to the Holders a certificate
signed by the Chief Executive Officer or Chairman of the Board of Directors of
NII stating that NII intends within ninety (90) days to register any of its
capital stock or other securities under the Act in connection with a public
offering of such securities for cash (excluding a registration relating solely
to the sale of securities to participants in a Company compensatory stock
plan), provided that the Company may not exercise its rights under this
clause (ii) more than once in any twelve-month period.


     1.4 Company Registrations.


          (a) Piggyback Rights. If (but without any obligation to do so) at
any time the Company proposes to register (including for this purpose a
registration effected by the Company for stockholders other than the Holders)
any of its capital stock or other securities under the Act in connection with
the public offering of such securities (excluding a registration relating
solely to the sale of securities to participants in a Company compensatory
stock plan or a registration statement relating to a corporate reorganization
or other transaction under Rule 145 of the Act), the Company shall, at such
time, give each Holder written notice of such registration at least thirty (30)
days prior to filing any Registration Statement under the Act. Upon the
written request of each Holder given within twenty (20) days of such notice by
the Company, the Company shall, subject to the provisions of Sections
1.4(b) and 1.4(c), use all reasonable efforts


5






 




 to cause to be registered under the Act all of the Registrable Securities
that each such Holder has requested to be registered.


          (b) Right to Terminate Registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 1.4 prior to the effectiveness of such Registration Statement
whether or not any Holder has elected to include securities in such
registration.


          (c) Underwriting Requirements. In connection with any offering
involving an underwriting, the Company shall not be required under this
Section 1.4 to include any securities of a Holder in such underwriting
unless the Holder accepts the terms of the underwriting as agreed upon between
the Company and the underwriters selected by it (or by other persons entitled
to select the underwriters) and enters into an underwriting agreement in
customary form, and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Company. If the total amount of securities, including Registrable Securities,
requested to be included in such offering exceeds the amount of securities that
the underwriters determine in their sole discretion is compatible with the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities,
that the underwriters determine in their sole discretion will not jeopardize
the success of the offering (the securities so included to be allocated first,
to the Company, second, pro rata among the selling Holders according to the
total amount of securities entitled to be included therein by each selling
Holder or in such other proportions as shall mutually be agreed by such selling
Holders and third, pro rata among the other selling security holders of the
Company, if any, according to the total amount of securities entitled to be
included therein owned by each such selling security holder).



      1.5 Form S-3 Registration. (a) Subject to the conditions of this
Section 1.5 and Section 1.7, if the Company shall receive from
NCI or the Initiating Holder(s) a written request that the Company effect a
registration under the Act and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company shall:



               (i) within ten (10) days give written notice of the proposed registration,
and any related qualification or compliance, to all Holders of Registrable
Securities; and


               (ii) use its reasonable best efforts to effect, as soon as practicable,
such registration and all such qualifications and compliances as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of NCI’s or such Initiating Holder(s)’s Registrable Securities as
are specified in such request, together with all or such portion of the
Registrable Securities of any other Holders joining in such request as are
specified in a written request given within twenty (20) days after receipt of
such written notice from the Company, provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this
Section 1.5:


                    (A) at any time during the Effectiveness Period;


6






 


                    (B) if Form S-3 is not available for such offering by the Holders (other
than due to the Company’s failure to timely file any report required to be
filed under the 1934 Act in which case the Company will be required to effect
(at its expense) the registration contemplated by this Section  by using
a Form S-1 or other appropriate form); or


                    (C) if the Company has, within the six (6) month period preceding the date
of such request, already effected one registration on Form S-3 for the Holders
pursuant to this Section 1.5, or if the Company has, within the twelve
month period preceding the date of such request, already effected two
registrations on Form S-3 for the Holders pursuant to this Section 1.5.


          (b) Subject to the foregoing, the Company shall file a Form S-3 covering
the Registrable Securities so requested to be registered pursuant to this
Section as soon as practicable (but no later than 30 days) after receipt of the
request of the Holders.


     1.6 Obligations of the Company. Subject to Section 1.7, Whenever
required under this Section 1 to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:


          (a) prepare and file with the SEC a Registration Statement on an
appropriate form under the Act, which form (i) shall be selected by the Company
and (ii) shall be available for the sale of the Registrable Securities by the
selling Holders thereof and (iii) shall comply as to form in all material
respects with the requirements of the applicable form, and, in the case of a
registration other than a Shelf Registration, keep such Registration Statement
effective until the earlier of 180 days or the completion of the distribution
contemplated in the Registration Statement;


          (b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective until the Registrable Securities have been
sold and cause each Prospectus to be supplemented by any required prospectus
supplement and cause any supplement to be filed pursuant to Rule 424 under the
Act;


          (c) furnish to the Holders such numbers of copies of a Prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;


          (d) use its reasonable best efforts to register and qualify the securities
covered by such Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business where it would not otherwise be
required to qualify or to file a general consent to service of process in any
such states or jurisdictions;


7






 


          (e) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering, include in the Prospectus
such information as the managing
underwriter may reasonably request (even if such information could be
incorporated by reference) and take such other actions as are customary in
connection with underwritten offerings;


          (f) promptly notify each Holder of Registrable Securities, counsel for the
Holders and, if requested by any such Holder or counsel, confirm such advice in
writing (i) when the Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective, (ii) of
any request by the SEC or any state securities authority for amendments and
supplements to the Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, or of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, and in any
such case, the Company shall make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of the Registration
Statement and provide immediate notice to each Holder of the withdrawal of any
such order;


          (g) furnish to each Holder, without charge, at least one conformed copy of
the Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto);


          (h) upon the occurrence of any event that makes any statement made in the
Registration Statement or the related Prospectus untrue in any material respect
or that requires the making of any changes in the Registration Statement or
Prospectus so that they will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, the Company shall
immediately notify each Holder and use its reasonable best efforts to prepare
and file with the SEC a supplement or post-effective amendment to the
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


          (i) make available all financial and other records, pertinent corporate
documents and properties of the Company for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other
agent retained by any such seller or underwriter, and cause the Company’s
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement, in each
case subject to the requirement that recipients execute appropriate
confidentiality agreements; and


8






 


          (j) provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such
registration.


          (k) use its reasonable best efforts to cause the Registrable Securities to
be listed on (i) any securities exchange on which the Registrable Securities
are then qualified or listed, (ii) if not so qualified or listed on a
securities exchange, the Nasdaq National Market or (iii) if not so qualified or
listed on a securities exchange and not so eligible for listing on the Nasdaq
National Market, on any other Nasdaq Market.


     1.7 Blackouts. Notwithstanding any provision of this Agreement, the
Company shall not be required to prepare or file any Registration Statement,
any amendment or post-effective amendment thereto or Prospectus supplement or
to supplement or amend a Registration Statement or otherwise facilitate the
resale of Registrable Securities, if the Company shall furnish to the Holders a
certificate signed by the Chief Executive Officer or Chairman of the Board of
Directors of NII stating that in the good faith judgment of the Board of
Directors of NII, it would have a material adverse effect on any proposal or
plan by the Company or any of its subsidiaries to engage in any acquisition of
assets, sale of assets or any merger, consolidation, tender offer or other
significant transaction, provided the Company shall have the right to defer the
filing of a Registration Statement and/or compliance with Section 1.6
with respect to a Registration Statement on up to two occasions in any
twelve-month period for a period of not more than one hundred five (105) days
in the aggregate in any twelve-month period after furnishing such certificate;
provided, however, that following any such deferral or permitted non-compliance
period, the Company shall notify each Holder of the termination of such
deferral or permitted non-compliance period and use its best efforts to comply
with the provisions of this Agreement; and provided, further, that in the case
of a Shelf Registration, the Effectiveness Period shall be extended for the
number of days such Shelf Registration ceased to be effective, and in all other
cases, the period of effectiveness contemplated by Section 1.6 shall be
extended for the number of days such Registration Statement ceased to be
effective. Each Holder participating or requesting to participate in any
registration subject of such deferral or permitted non-compliance agrees that,
upon receipt of a notice from NII pursuant to this Section 1.7 regarding
an effective Registration Statement, such Holder shall forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
until the earlier of (x) the expiration of such deferral or permitted
non-compliance period in accordance with the terms hereof and (y) the
termination of such deferral or permitted non-compliance period by notice from
NII to the Holders delivered pursuant to this Section 1.7.


     1.8 Information from Holder. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such
Holder’s Registrable Securities.


     1.9 Expenses of Registration. All expenses (other than underwriting
discounts and commissions) incurred in connection with registrations, filings
or qualifications pursuant to Sections 1.2 through 1.5,
including, without limitation, all registration, filing and qualification fees,
printing expenses, escrow fees and accounting fees, fees and disbursements of
counsel for


9






 




the Company, the reasonable fees and disbursements of one counsel
for the selling Holders, Blue Sky fees and expenses, fees and disbursements of
all independent certified public accountants of the Company (including, without
limitation, the expenses of any special audit and, in connection with any
underwritten offering, “cold comfort” letters required by or incident to such
performance), fees and expenses incurred in connection with the listing of the
securities to be registered on each securities exchange on which securities of
the same class are then listed or the qualification for trading of the
securities to be registered in each inter-dealer quotation system in which
securities of the same class are then traded, and fees and expenses associated
with any filing with the National Association of Securities Dealers, Inc.
required to be made in connection with such registration, shall be borne by the
Company. Notwithstanding the foregoing, the Company shall not be required to
pay for any expenses of any registration begun pursuant to Section 1.3
if the registration request is subsequently withdrawn at the request of NCI or
the Initiating Holder(s) who initiated the request (in which case all
participating Holders shall bear such expenses pro rata based upon the number
of Registrable Securities that were to be requested in the withdrawn
registration), unless, in the case of a registration requested under Section
1.3, NCI or the Initiating Holder(s), as the case may be, agree to forfeit
its right to request one registration pursuant to Section 1.3,
provided, however, that if at the time of such withdrawal, NCI or
the Initiating Holder(s), as the case may be, have learned of a material
adverse change in the condition, business, or prospects of the Company from
that known to NCI or the Initiating Holder(s) at the time of their request and
has withdrawn the request with reasonable promptness following disclosure by
the Company of such material adverse change, then the Holders shall not be
required to pay any of such expenses and shall retain their rights pursuant to
Section 1.3.


     1.10 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.


     1.11 Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Section 1:


          (a) The Company will indemnify and hold harmless each Holder, the partners
or officers, directors and stockholders of each Holder, legal counsel and
accountants for each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the 1934 Act (each an “Indemnified Person”), against
any losses, claims, damages or liabilities (joint or several) or expenses to
which they may become subject under the Act, the 1934 Act or any state
securities laws, or other federal or state law insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) or expenses arise out
of or are based upon any of the following statements, omissions or violations
(each, a “Violation”): (i) any untrue statement or alleged untrue statement of
a material fact contained in a Registration Statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or (iii) any violation or alleged violation
by the Company of the Act, the 1934 Act, any federal or state securities laws
or any rule or regulation promulgated under the Act, the 1934 Act or any
federal or state securities laws or other federal or state laws; and the
Company will reimburse each Indemnified Person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with


10






 




investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section
l.11(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld or
delayed) except as set forth in the next sentence, nor shall the Company
be liable in any such case to an Indemnified Person for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based
upon a Violation that occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
such Indemnified Person; provided further, however, that
the foregoing indemnity agreement with respect to any preliminary Prospectus
shall not inure to the benefit of any Indemnified Person, from whom the person
asserting any such losses, claims, damages or liabilities purchased shares in
the offering, if a copy of the Prospectus (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Holder or underwriter to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Registrable Securities to such person, and if
the Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim, damage or liability. No indemnifying party
shall, without the prior written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which such
Indemnified Person is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (i)
includes an unconditional release of such Indemnified Person from all liability
on claims that are the subject matter of such proceeding; provided that such
unconditional release may be subject to a parallel release of a claimant or
plaintiff by such Indemnified Person from all liability in respect of claims or
counterclaims asserted by such Indemnified Person, and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


          (b) Each selling Holder will indemnify and hold harmless the Company, each
of its directors, each of its officers who signed the Registration Statement,
each person, if any, who controls the Company within the meaning of the Act,
legal counsel and accountants for the Company, any underwriter, any other
Holder selling securities in such Registration Statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages or liabilities (joint or several) or expenses to which any of the
foregoing persons may become subject, under the Act, the 1934 Act or any
federal or state securities laws or any other federal or state laws, insofar as
such losses, claims, damages or liabilities (or actions in respect thereto) or
expenses arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and each such Holder will reimburse
any person intended to be indemnified pursuant to this Section l.11(b),
for any legal or other expenses reasonably incurred by such person, as
incurred, in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the
indemnity agreement contained in this Section l.11(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder (which consent
shall not be unreasonably withheld or delayed), provided that in no event shall
any indemnity under this Section l.11(b) exceed the net proceeds from
the offering received by such Holder in the registered offering out of which
such Violation arises.


11






 


          (c) Promptly after receipt by an indemnified party under this Section
1.11 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party
under this Section 1.11, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel to be determined by the Holders in the case of
indemnification under Section 1.11(a) and by the Company in the case of
indemnification under Section 1.11(b); provided, however, that an
indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.


          (d) If the indemnification provided for in this Section 1.11 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the Violation that resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations,
provided, however, that in no event shall any contribution under this
Section 1.11(d) by any Holder exceed the net proceeds from the offering
received by such Holder in the registered offering out of which such Violation
arises. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.


          (e) The obligations of the Company and Holders under this Section
1.11 shall survive the completion of any offering of Registrable Securities
in a Registration Statement under this Section 1, and otherwise.


     1.12 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:


          (a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after the effective date of
the Initial Shelf Registration;


          (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and


12






 


          (c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Act and the
1934 Act, or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after it
so qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC that permits the selling of any such
securities without registration or pursuant to such form.


     1.13 Assignment of Registration Rights. The rights to cause the Company
to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities that (i) is (A) a subsidiary, parent, affiliate,
partner, member or beneficiary of such Holder; (B) a spouse, child, parent or
beneficiary of the estate of such Holder or a trust for the benefit of such
persons, or (C) controlling, controlled by or under common control with a
Holder, or (ii) (A) shall have been transferred all of the Registrable
Securities held by such transferring Holder or (B) shall have been transferred
Registrable Securities constituting not less than 5% of the outstanding Common
Stock of the Company, provided: (a) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of
this Agreement, including without limitation the provisions of Section
1.14 below.


     1.14 Termination of Registration Rights. No Holder shall be entitled to
exercise any right provided for in this Section 1 after the date which
is one year following the Effectiveness Period.


     1.15 NCI Distribution. In the event that NCI notifies NII that it
intends to distribute NII Common Stock to NCI’s stockholders, NII agrees that
it will take any action reasonably requested by NCI to facilitate such
distribution, including, without limitation, the filing and/or dissemination of
a registration statement or information statement or similar filings and
disclosures under the Act and the 1934 Act.


2.      Miscellaneous.


     2.1 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any Registrable Securities). Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


     2.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware as applied to agreements among Delaware
residents entered into and to be performed entirely within Delaware.


13






 


     2.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


     2.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


     2.5 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
delivery by confirmed facsimile transmission, nationally recognized overnight
courier service, or three days after deposit with the United States Post
Office, by registered or certified mail, postage prepaid and addressed to the
party to be notified at the address indicated for such party on the signature
page hereof, or at such other address as such party may designate by ten (10)
days’ advance written notice to the other parties. Any notice to be delivered
to the NII Entities shall be considered properly delivered if delivered to NII
in accordance with this Section 2.5.


     2.6 Entire Agreement: Amendments and Waivers. This Agreement
constitutes the full and entire understanding and agreement among the parties
with regard to the subjects hereof. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company, NCI and Other
Holders holding not less than 51% of the Registrable Securities held by all
Other Holders, provided, however, that no amendment or waiver may
have a disproportionately adverse effect on any Holder of Registrable
Securities in relation to the other Holders of Registrable Securities without
consent of such disproportionately affected Holder.


     2.7 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.


     2.8 Specific Performance. The Company recognizes that the rights of the
Holders under this Agreement are unique and, accordingly, the Holders shall, in
addition to such other remedies as may be available to any of them at law or in
equity, have the right to enforce their rights hereunder by actions for
injunctive relief and specific performance to the extent permitted by law. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate. This Agreement is not intended to
limit or abridge any rights of the Holders that may exist apart from this
Agreement.


     2.9 Waivers and Further Agreements. Any waiver of any term or condition
of this Agreement or of any breach of any such term or condition shall not
operate as a waiver of any other term or condition or breach thereof, nor shall
any failure to enforce any provision hereof operate as a waiver of such
provision or of any other provision hereof; provided, however, that no such
waiver shall be construed to effect a continuing waiver of the provision being
waived


14






 




and no such waiver shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such waiver
is claimed to require full compliance with such provision in all other
instances or for all other purposes, unless such waiver by its own terms
explicitly provides to the contrary. Each of the parties hereto agrees to
execute all such
further instruments and documents and to take all such further action as the
other parties may reasonably require in order to effectuate the terms and
purposes of this Agreement.


     2.10 Intended Beneficiaries. This Agreement is expressly intended to
benefit all Holders, whether or not they are parties hereto.


15






 


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.




	 	NII
	 	NII HOLDINGS, INC.

NII HOLDINGS (CAYMAN), LTD.


NEXTEL INTERNATIONAL (SERVICES) LTD.


NEXTEL INTERNATIONAL INVESTMENT COMPANY


MCCAW INTERNATIONAL (BRAZIL) LTD.


AIRFONE HOLDINGS, INC.


NEXTEL INTERNATIONAL (MEXICO) LTD.


NEXTEL INTERNATIONAL (PERU) LLC


NEXTEL INTERNATIONAL (INDONESIA) LLC


NEXTEL INTERNATIONAL (URUGUAY), INC.




By: /s/ Robert J. Gilker             

Name: Robert J. Gilker

Title: Vice President





	 	NEXTEL DEL PERU, S.A.


TRANSNET DEL PERU, S.R.L.


COMUNICACIONES NEXTEL DE MEXICO, S.A. DE C.V.


SISTEMAS DE COMUNICACIONES TRONCALES, S.A. DE C.V.


RADIOPHONE, S.A. DE C.V.


PRESTADORA DE SERVICIOS DE RADIOCOMUNICACION, S.A. DE C.V.


FONOTRANSPORTES NACIONALES S.A. DE C.V.


SERVICIOS PROTEL, S.A. DE C.V.


NEXTEL DE MEXICO, S.A. DE C.V.


TELETRANSPORTES INTEGRALES S.A. DE C.V.


SERVICIOS DE RADIOCOMUNICACION MOVIL DE MEXICO, S.A. DE C.V.


MULIFON, S.A. DE C.V.




By: /s/ Robert J. Gilker

Name: Robert J. Gilker

Title: Authorized Signatory





 






 


NII ENTITIES:



	 	NEXTEL S.A.

NEXTEL TELECOMUNICACOES


PROMOBILE TELECOMUNICACOES LTDA.


TELEMOBILE TELECOMUNICACOES LTDA.


MASTER-TEC TELECOMUNICACOES 

   INDUSTRIA E. COMERCIO DE PRODUTOS

   ELECTRONICOS LTDA.


TELECOMUNICAOES BRASTEL LTDA.




By: /s/ Robert J. Gilker             

Name: Robert J. Gilker

Title: Authorized Signatory





By: /s/ Mercedes M. Barreras             

Name: Mercedes M. Barreras

Title: Authorized Signatory




 






 


HOLDERS:



	 	NEXTEL COMMUNICATIONS, INC.




	 	By: /s/ Leonard J. Kennedy
      

Name: Leonard J. Kennedy

Title: Senior Vice President and General Counsel



 






 



	 	THOSE CERTAIN FUNDS AND

ACCOUNTS SET FORTH ON SCHEDULE

A UNDER THE HEADING “MACKAY

ENTITIES”




	 	By: MacKay Shields LLC

By: /s/ Donald E. Morgan III

Name: Donald E. Morgan III

Title: Senior Managing Director



 






 



	 	THE CAMBRIDGE CONTRIBUTORY

RETIREMENT – HIGH YIELD




	 	By: /s/ B. Daniel Evans      

Name: B. Daniel Evans

Title: Authorized Signatory



 






 



	 	EMPLOYEES RETIREMENT SYSTEM

CITY OF FORT WORTH




	 	By: /s/ B. Daniel Evans       

Name: B. Daniel Evans

Title: Authorized Signatory



 






 



	 	PENNSYLVANIA PUBLIC SCHOOLS

EMPLOYEES’ RETIREMENT SYSTEM




	 	By: /s/ B. Daniel Evans       

Name: B. Daniel Evans

Title: Authorized Signatory



 






 



	 	SCOTTISH WIDOWS’ FUND AND LIFE

ASSURANCE SOCIETY




	 	By: /s/ B. Daniel Evans       

Name: B. Daniel Evans

Title: Authorized Signatory



 






 



	 	STICHTING BEDRIJFSPENSIOENFONDS

VOOR DE METAAL EN TECHNISCHE

BEDRIJFSTAKKEN




	 	By: /s/ B. Daniel Evans       

Name: B. Daniel Evans

Title: Authorized Signatory



 






 



	 	MERRILL LYNCH SERIES FUND, INC. –

   HIGH YIELD PORTFOLIO

MERRILL LYNCH WORLD INCOME

   FUND, INC.

MERRILL LYNCH VARIABLE SERIES

   FUNDS, INC.- HIGH CURRENT INCOME

   V.I. FUND

MERRILL LYNCH BOND FUND, INC. –

   HIGH INCOME PORTFOLIO

MASTER U.S. HIGH YIELD TRUST

CORPORATE HIGH YIELD FUND, INC.

CORPORATE HIGH YIELD FUND II, INC.

CORPORATE HIGH YIELD FUND III, INC.

CORPORATE HIGH YIELD FUND IV, INC.

CORPORATE HIGH YIELD FUND V, INC.

MERRILL LYNCH INTERNATIONAL

   INVESTMENT FUND — U.S. HIGH YIELD

   BOND




	 	By: /s/ B. Daniel Evans       

Name: B. Daniel Evans

Title: Authorized Signatory



 






 


Schedule A


Schedule of Holders


Merrill Lynch Series Fund, Inc. – High Yield Portfolio

Merrill Lynch World Income Fund, Inc.

Merrill Lynch Variable Series Funds, Inc.

-High Current Income V.I. Fund

Merrill Lynch Bond Fund, Inc. – High Income Portfolio

Master U.S. High Yield Trust

Corporate High Yield Fund, Inc.

Corporate High Yield Fund II, Inc.

Corporate High Yield Fund III, Inc.

Corporate High Yield Fund IV, Inc.

Corporate High Yield Fund V, Inc.

Merrill Lynch International Investment Fund

-U.S. High Yield Bond


Nextel Communications, Inc.


The Cambridge Contributory Retirement – High Yield


Employees Retirement System City of Fort Worth


Pennsylvania Public Schools Employees’ Retirement System


Scottish Widows’ Fund and Life Assurance Society


Stichting Bedrijfspensioenfonds Voor De Metaal En Technische Bedrijfstakken


“MacKay Entities"

401K Savings Plan of The Chase Manhattan Bank High Yield Bond Fund

Arkansas Public Employees Retirement High Yield

Anschutz Foundation

Board of Fire and Police Commissioners of the City of Los Angeles

Briggs & Stratton Corporation Retirement Plan – Mackay Shields

Carnegie Mellon High Yield

Chubb Federal Insurance Company High Yield

EA/Cayman Unit Trust—EA /Mackay High Yield Cayman Unit Trust

Fairfax County Employees’ Retirement System

Fondation Lucie

Hong Kong Hospital Authority High Yield

Illinois Municipal Retirement Fund High Yield

Mackay Shields Cayman Trust High Yield

Mackay Shields Long/Short Fund, LP

Mackay Shields Statutory Trust


 






 


Mainstay Funds, Inc., on behalf of its High Yield Corporate Bond Fund Series

Mainstay Funds, Inc., on behalf of its Strategic Income Fund

Mainstay Funds, Inc., on behalf of its Strategic Value Fund

Mainstay VP Series Fund, Inc., on behalf of its High Yield Corporate Bond Portfolio

MLG-NYL US High Yield Fund

Nations Annuity Fund

Nations Master Investment Trust

New York Life Insurance Company – Separate Account #38 – Core Bond Plus

Nisource Corp. Services Company

NY District Council of Carpenters Pension Fund

Ohio Police & Fire Pension Fund High Yield

Oshkosh Truck Corp High Yield

Police Officers Pension System of the City of Houston

Policemen’s and Firefighters’ Retirement Fund of Lexington-Fayette Urban County Government

Riyad Bank HYB

San Antonio Fireman & Police Pension Fund

Stichting Philips Pensioenfonds

Teachers’ Retirement System of Louisiana

The 1199 Health Care Employees Pension Fund

The City of Memphis Retirement System

The Pension Plan of Constellation Energy Group Inc. High Yield

Tennessee Valley Authority

Vulcan Materials High Yield