exv4w1



 



Exhibit 4.1


INDENTURE


dated as of November 12, 2002


among


NII HOLDINGS (CAYMAN), LTD.,


A COMPANY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS,


THE GUARANTORS SIGNATORY HERETO


and


WILMINGTON TRUST COMPANY, A DELAWARE CORPORATION,


as TRUSTEE


 






 



	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE ONE	

	 	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	2	 
	 	 	
SECTION 1.01
	 	 	 	Definitions
	 	 	2	 
	 	 	
SECTION 1.02
	 	 	 	Incorporation by Reference to Trust Indenture Act
	 	 	23	 
	 	 	
SECTION 1.03
	 	 	 	Rules of Construction
	 	 	23	 
	ARTICLE TWO	 	THE NOTES
	 	 	 	 	23	 
	 	 	
SECTION 2.01
	 	 	 	Form and Dating
	 	 	23	 
	 	 	
SECTION 2.02
	 	 	 	Restrictive Legends
	 	 	24	 
	 	 	
SECTION 2.03
	 	 	 	Execution, Authentication and Denominations
	 	 	24	 
	 	 	
SECTION 2.04
	 	 	 	Registrar and Paying Agent
	 	 	25	 
	 	 	
SECTION 2.05
	 	 	 	Paying Agent to Hold Money in Trust
	 	 	25	 
	 	 	
SECTION 2.06
	 	 	 	Transfer and Exchange
	 	 	26	 
	 	 	
SECTION 2.07
	 	 	 	Book-Entry Provisions for Global Notes
	 	 	27	 
	 	 	
SECTION 2.08
	 	 	 	Intentionally Deleted
	 	 	27	 
	 	 	
SECTION 2.09
	 	 	 	Replacement Notes
	 	 	27	 
	 	 	
SECTION 2.10
	 	 	 	Outstanding Notes
	 	 	28	 
	 	 	
SECTION 2.11
	 	 	 	Temporary Notes
	 	 	28	 
	 	 	
SECTION 2.12
	 	 	 	Cancellation
	 	 	28	 
	 	 	
SECTION 2.13
	 	 	 	CUSIP Numbers
	 	 	29	 
	 	 	
SECTION 2.14
	 	 	 	Defaulted Interest
	 	 	29	 
	ARTICLE THREE	 	REDEMPTION
	 	 	 	 	29	 
	 	 	
SECTION 3.01
	 	 	 	Right of Redemption
	 	 	29	 
	 	 	
SECTION 3.02
	 	 	 	Notices to Trustee
	 	 	30	 
	 	 	
SECTION 3.03
	 	 	 	Selection of Notes to Be Redeemed
	 	 	30	 
	 	 	
SECTION 3.04
	 	 	 	Notice of Redemption
	 	 	30	 
	 	 	
SECTION 3.05
	 	 	 	Effect of Notice of Redemption
	 	 	31	 
	 	 	
SECTION 3.06
	 	 	 	Deposit of Redemption Price
	 	 	31	 
	 	 	
SECTION 3.07
	 	 	 	Payment of Notes Called for Redemption
	 	 	31	 
	 	 	
SECTION 3.08
	 	 	 	Notes Redeemed in Part
	 	 	32	 
	ARTICLE FOUR	 	COVENANTS
	 	 	 	 	32	 
	 	 	
SECTION 4.01
	 	 	 	Payment of Notes
	 	 	32	 
	 	 	
SECTION 4.02
	 	 	 	Maintenance of Office or Agency
	 	 	32	 
	 	 	
SECTION 4.03
	 	 	 	Limitation on Indebtedness
	 	 	32	 
	 	 	
SECTION 4.04
	 	 	 	Limitation on Restricted Payments
	 	 	35	 



ii






 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	
SECTION 4.05
	 	 	 	Limitation on Dividends and Other Payments to Restricted
Group Members
	 	 	37	 
	 	 	
SECTION 4.06
	 	 	 	Limitation on the Issuance and Sale of Capital Stock of
Restricted Group Members
	 	 	38	 
	 	 	
SECTION 4.07
	 	 	 	Limitation on Guarantees by Restricted Group Members
	 	 	38	 
	 	 	
SECTION 4.08
	 	 	 	Limitation on Transactions with Affiliates
	 	 	39	 
	 	 	
SECTION 4.09
	 	 	 	Limitation on Liens
	 	 	40	 
	 	 	
SECTION 4.10
	 	 	 	Limitation on Asset Sales
	 	 	41	 
	 	 	
SECTION 4.11
	 	 	 	Repurchase of Notes upon a Change of Control
	 	 	42	 
	 	 	
SECTION 4.12
	 	 	 	Existence
	 	 	43	 
	 	 	
SECTION 4.13
	 	 	 	Payment of Taxes and Other Claims
	 	 	44	 
	 	 	
SECTION 4.14
	 	 	 	Maintenance of Properties and Insurance; Books and Records;
Compliance with Law
	 	 	44	 
	 	 	
SECTION 4.15
	 	 	 	Notice of Defaults
	 	 	45	 
	 	 	
SECTION 4.16
	 	 	 	Compliance Certificates
	 	 	45	 
	 	 	
SECTION 4.17
	 	 	 	Commission Reports and Reports to Holders
	 	 	46	 
	 	 	
SECTION 4.18
	 	 	 	Waiver of Stay, Extension or Usury Laws
	 	 	46	 
	 	 	
SECTION 4.19
	 	 	 	Limitation on Sale-Leaseback Transactions
	 	 	46	 
	 	 	
SECTION 4.20
	 	 	 	Additional Note Guarantees
	 	 	47	 
	 	 	
SECTION 4.21
	 	 	 	Advances to Excluded Entities
	 	 	47	 
	 	 	
SECTION 4.22
	 	 	 	Designation of Affiliates and Subsidiaries
	 	 	47	 
	ARTICLE FIVE	 	SUCCESSOR CORPORATION
	 	 	49	 
	 	 	
SECTION 5.01
	 	 	 	When Company May Merge, Etc.
	 	 	49	 
	 	 	
SECTION 5.02
	 	 	 	Successor Substituted
	 	 	50	 
	ARTICLE SIX	 	DEFAULT AND REMEDIES
	 	 	50	 
	 	 	
SECTION 6.01
	 	 	 	Events of Default
	 	 	50	 
	 	 	
SECTION 6.02
	 	 	 	Acceleration
	 	 	52	 
	 	 	
SECTION 6.03
	 	 	 	Other Remedies
	 	 	53	 
	 	 	
SECTION 6.04
	 	 	 	Waiver of Past Defaults
	 	 	53	 
	 	 	
SECTION 6.05
	 	 	 	Control by Majority
	 	 	53	 
	 	 	
SECTION 6.06
	 	 	 	Limitation on Suits
	 	 	53	 
	 	 	
SECTION 6.07
	 	 	 	Rights of Holders to Receive Payment
	 	 	54	 
	 	 	
SECTION 6.08
	 	 	 	Collection Suit by Trustee
	 	 	54	 



iii

 






 



	 	 	 	 	 	 	 	 	 	 	 
	 	 	
SECTION 6.09
	 	 	 	Trustee May File Proofs of Claim
	 	 	54	 
	 	 	
SECTION 6.10
	 	 	 	Priorities
	 	 	55	 
	 	 	
SECTION 6.11
	 	 	 	Undertaking for Costs
	 	 	55	 
	 	 	
SECTION 6.12
	 	 	 	Restoration of Rights and Remedies
	 	 	55	 
	 	 	
SECTION 6.13
	 	 	 	Rights and Remedies Cumulative
	 	 	56	 
	 	 	
SECTION 6.14
	 	 	 	Delay or Omission Not Waiver
	 	 	56	 
	ARTICLE SEVEN
	 	TRUSTEE
	 	 	 	 	56	 
	 	 	
SECTION 7.01
	 	 	 	General
	 	 	56	 
	 	 	
SECTION 7.02
	 	 	 	Certain Rights of Trustee
	 	 	57	 
	 	 	
SECTION 7.03
	 	 	 	Individual Rights of Trustee
	 	 	58	 
	 	 	
SECTION 7.04
	 	 	 	Trustee’s Disclaimer
	 	 	58	 
	 	 	
SECTION 7.05
	 	 	 	Notice of Default
	 	 	58	 
	 	 	
SECTION 7.06
	 	 	 	Reports by Trustee to Holders
	 	 	59	 
	 	 	
SECTION 7.07
	 	 	 	Compensation and Indemnity
	 	 	59	 
	 	 	
SECTION 7.08
	 	 	 	Replacement of Trustee
	 	 	60	 
	 	 	
SECTION 7.09
	 	 	 	Successor Trustee by Merger, Etc.
	 	 	60	 
	 	 	
SECTION 7.10
	 	 	 	Eligibility
	 	 	60	 
	 	 	
SECTION 7.11
	 	 	 	Money Held in Trust
	 	 	61	 
	 	 	
SECTION 7.12
	 	 	 	Withholding Taxes
	 	 	61	 
	 	 	
SECTION 7.13
	 	 	 	Engagement of Non-United States Counsel and Certain
Waivers by the Trustee
	 	 	61	 
	 	 	
SECTION 7.14
	 	 	 	New Liens	 	 	62	 
	ARTICLE EIGHT	 	COLLATERAL AND SECURITY	 	 	62	 
	 	 	
SECTION 8.01
	 	 	 	Collateral Documents
	 	 	62	 
	 	 	
SECTION 8.02
	 	 	 	Recording and Opinions
	 	 	63	 
	 	 	
SECTION 8.03
	 	 	 	Release of Collateral
	 	 	63	 
	 	 	
SECTION 8.04
	 	 	 	Certificates of the Company
	 	 	64	 
	 	 	
SECTION 8.05
	 	 	 	Certificates of the Trustee
	 	 	64	 
	 	 	
SECTION 8.06
	 	 	 	Authorization of Actions to Be Taken by the Trustee Under the
Collateral Documents
	 	 	64	 
	 	 	
SECTION 8.07
	 	 	 	Authorization of Receipt of Funds by the Trustee Under the
Collateral Documents
	 	 	64	 
	 	 	
SECTION 8.08
	 	 	 	Termination of Security Interest
	 	 	65	 



iv

 






 



	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE NINE	 	NOTE GUARANTEES
	 	 	65	 
	 	 	
SECTION 9.01
	 	 	 	Guarantee
	 	 	65	 
	 	 	
SECTION 9.02
	 	 	 	Limitation on Guarantor Liability
	 	 	66	 
	 	 	
SECTION 9.03
	 	 	 	Execution and Delivery of Note Guarantee
	 	 	66	 
	 	 	
SECTION 9.04
	 	 	 	Guarantors May Consolidate, etc., on Certain Terms
	 	 	67	 
	 	 	
SECTION 9.05
	 	 	 	Releases Following Sale of Assets
	 	 	67	 
	 	 	
SECTION 9.06
	 	 	 	Intercreditor Agreement
	 	 	68	 
	ARTICLE TEN	 	DISCHARGE OF INDENTURE
	 	 	68	 
	 	 	
SECTION 10.01
	 	 	 	Termination of Company’s Obligations
	 	 	68	 
	 	 	
SECTION 10.02
	 	 	 	Defeasance and Discharge of Indenture
	 	 	69	 
	 	 	
SECTION 10.03
	 	 	 	Defeasance of Certain Obligations
	 	 	71	 
	 	 	
SECTION 10.04
	 	 	 	Application of Trust Money; Miscellaneous
	 	 	72	 
	 	 	
SECTION 10.05
	 	 	 	Repayment to Company
	 	 	72	 
	 	 	
SECTION 10.06
	 	 	 	Reinstatement
	 	 	73	 
	ARTICLE ELEVEN	 	AMENDMENTS, SUPPLEMENTS AND WAIVERS
	 	 	73	 
	 	 	
SECTION 11.01
	 	 	 	Without Consent of Holders
	 	 	73	 
	 	 	
SECTION 11.02
	 	 	 	With Consent of Holders
	 	 	73	 
	 	 	
SECTION 11.03
	 	 	 	Revocation and Effect of Consent
	 	 	75	 
	 	 	
SECTION 11.04
	 	 	 	Notation on or Exchange of Notes
	 	 	75	 
	 	 	
SECTION 11.05
	 	 	 	Trustee to Sign Amendments, Etc.
	 	 	75	 
	 	 	
SECTION 11.06
	 	 	 	Conformity with Trust Indenture Act
	 	 	76	 
	ARTICLE TWELVE	 	MISCELLANEOUS
	 	 	 	 	76	 
	 	 	
SECTION 12.01
	 	 	 	Table of Contents, Headings, Etc.
	 	 	76	 
	 	 	
SECTION 12.02
	 	 	 	Notices
	 	 	76	 
	 	 	
SECTION 12.03
	 	 	 	Certificate and Opinion as to Conditions Precedent
	 	 	77	 
	 	 	
SECTION 12.04
	 	 	 	Statements Required in Certificate or Opinion
	 	 	77	 
	 	 	
SECTION 12.05
	 	 	 	Rules by Trustee, Paying Agent or Registrar
	 	 	77	 
	 	 	
SECTION 12.06
	 	 	 	Payment Date Other Than a Business Day
	 	 	77	 
	 	 	
SECTION 12.07
	 	 	 	Governing Law
	 	 	77	 
	 	 	
SECTION 12.08
	 	 	 	No Adverse Interpretation of Other Agreements
	 	 	78	 
	 	 	
SECTION 12.09
	 	 	 	Venue and Jurisdiction
	 	 	78	 
	 	 	
SECTION 12.10
	 	 	 	Successors
	 	 	78	 
	 	 	
SECTION 12.11
	 	 	 	Duplicate Originals
	 	 	78	 



v

 






 



	 	 	 	 	 	 	 
	
SECTION 12.12
	 	Separability
	 	 	78	 
	SECTION 12.13	 	
Trust Indenture Act Controls
	 	 	79	 
	SECTION 12.14	 	
Communication Among Holders
	 	 	79	 
	SECTION 12.15	 	
Acts of Holders
	 	 	79	 



vi

 






 


     INDENTURE,
dated as of November 12, 2002 (“Indenture”), among NII Holdings
(Cayman), Ltd., a company incorporated under the laws of the Cayman Islands
(the “Company”), the Guarantors signatory hereto and Wilmington Trust Company,
a Delaware corporation (the “Trustee”).


RECITALS OF THE COMPANY



     WHEREAS, on May 24, 2002 (the “Petition Date”), Nextel International,
Inc., a Delaware corporation (“Old NII”), and NII Holdings (Delaware), Inc., a
Delaware corporation (together with Old NII, the “Debtors”), jointly filed a
voluntary petition for relief (collectively, the “Cases”) under Chapter 11 of
the Bankruptcy Code with the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”);


     WHEREAS, on June 14, 2002, the Debtors filed the Plan of Reorganization
(as hereinafter defined) with the Bankruptcy Court;


     WHEREAS, on October 28, 2002, the Bankruptcy Court entered an order
pursuant to Section 1129 of the United States Bankruptcy Code confirming the
Debtors’ Revised Third Amended Joint Plan of Reorganization (the “Plan of
Reorganization”);


     WHEREAS, the Debtors have been merged to form NII Holdings, Inc., a
Delaware corporation (“NII”), pursuant to the Plan of Reorganization;


     WHEREAS, the Company is a Wholly Owned Subsidiary of NII;


     WHEREAS, the Plan of Reorganization authorizes the Company to issue up to
$180,820,855 in principal amount at maturity of its 13% Senior Secured Discount
Notes Due 2009 (the “Notes”) to those Persons who participate in the Rights
Offering (as defined in the Plan of Reorganization) (the “Rights Offering”);


     WHEREAS, the Rights Offering has been fully subscribed, and all other
things necessary to make this Indenture a valid agreement of the Company in
accordance with its terms have been done, and the Company has done all things
necessary to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee hereunder, the valid obligations of the Company; and


     WHEREAS, each of the Guarantors has agreed to guarantee the obligations of
the Company hereunder, and each of the Company and the Guarantors has agreed,
subject to the terms and conditions of the Intercreditor Agreement (as
hereinafter defined), to secure its obligations to the Holders hereunder, by
inter alia granting security interests in and Liens (as hereinafter defined) on
substantially all of its property and assets, whether real or personal,
tangible or intangible, now existing or hereafter acquired or arising, all as
more fully provided herein and in the Collateral Documents (as hereinafter
defined);


     NOW, THEREFORE, the Company, the Guarantors and the Trustee hereby agree
as follows for the equal and ratable benefit of the holders of the Notes:

1






 




     This Indenture is subject to, and shall be governed by, the provisions of
the TIA (as hereinafter defined) that are required to be a part of and to
govern indentures qualified under the TIA.


ARTICLE ONE


DEFINITIONS AND INCORPORATION BY REFERENCE


     SECTION 1.01 Definitions.


     “Accreted Value” means (i) as of any date prior to November 1, 2004, an
amount per $1,000 principal amount at maturity of the Notes that is equal to
the sum of (a) the Issue Price ($774.25 per $1,000 principal amount at maturity
of the Notes) of such Notes and (b) the portion of the excess of the principal
amount of such Notes over such Issue Price which shall have been accreted
through such date, such amount to be so accreted on a daily basis and
compounded quarterly on February 1, May 1, August 1 and November 1 of each year
at the rate of 13% per annum from the Effective Date through the date of
determination computed on the basis of a 360-day year of twelve 30-day months,
and (ii) as of any date on or after November 1, 2004, the principal amount at
maturity of such Notes.


     “Acquired Debt” means Indebtedness of a Person existing at the time such
Person is merged with or into any Restricted Group Member or becomes a
Restricted Group Member; provided, that Indebtedness of such other Person that
is redeemed, defeased, retired or otherwise repaid at the time, or immediately
upon consummation, of the transaction by which such other Person is merged with
or into a Restricted Group Member or becomes a Restricted Group Member shall
not be Acquired Debt.


     “Adjusted Consolidated Net Income” means, for any period, the aggregate
net income (or loss) of NII and the other Restricted Group Members for such
period determined on a consolidated basis in conformity with GAAP; provided,
that the following items shall be excluded in computing Adjusted Consolidated
Net Income (without duplication):


     (1)  the net income (or loss) of any Unrestricted Subsidiary or
Unrestricted Affiliate, except (x) with respect to net income, to the extent of
the amount of dividends or other distributions actually paid to any Restricted
Group Member by such Unrestricted Subsidiary or Unrestricted Affiliate during
such period, and (y) with respect to net losses, to the extent of the amount of
cash contributed by any Restricted Group Member to such Unrestricted Subsidiary
or Unrestricted Affiliate during such period;


     (2)  the net income of any Restricted Group Member to the extent that the
declaration or payment of dividends or similar distributions by such Restricted
Group Member of such net income is not at the time permitted by the operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such Restricted
Group Member; provided, that in the case of restrictions imposed in connection
with outstanding Indebtedness, the amount of net income excluded during any
period shall not exceed the aggregate amount of such Indebtedness that would
need to be repaid to enable such Restricted Group Member to declare and pay
dividends or similar distributions of such net income;

2






 


     (3)  any gains or losses (on an after-tax basis) attributable to Asset
Sales;


     (4)  all extraordinary gains and extraordinary losses; and


     (5)  to the extent not otherwise excluded in accordance with GAAP, the net
income (or loss) of any Restricted Group Member in a percentage amount that
corresponds to the percentage ownership interest in the income of such
Restricted Group Member not owned on the last day of such period, directly or
indirectly, by NII.


     “Affiliate” means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as applied to any Person, 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 the
ownership of voting securities, by contract or otherwise.


     “Agent” means any Registrar, Paying Agent, authenticating agent or
co-Registrar.


     “Annualized” means in respect of any amount: (a) at any time after the
date on which internal financial statements are available for the first fiscal
quarter of NII ending following the Effective Date until the date on which
internal financial statements are available for the second fiscal quarter
following the Effective Date, such amount for such first fiscal quarter
multiplied by four (4); (b) at any time after the date on which internal financial
statements are available for the second fiscal quarter of NII ending following the
Effective Date until the date on which internal financial statements are
available for the third fiscal quarter following the Effective Date, such
amount for such second fiscal quarter, together with the immediately preceding
fiscal quarter, multiplied by two (2); (c) at any time after the date on which
internal financial statements are available for the third fiscal
quarter of NII ending
following the Effective Date until the date on which internal financial
statements are available for the fourth fiscal quarter following the Effective
Date, such amount for such third fiscal quarter, together with the immediately
preceding two fiscal quarters, multiplied by four-thirds (4/3); and (d) after
the date on which internal financial statements are available for the fourth
fiscal quarter of NII ending after the Effective Date, such amount for the latest fiscal
quarter for which internal financial statements are available, together with
the three immediately preceding fiscal quarters.


     “Asset Acquisition” means (1) an investment by any Restricted Group Member
in any other Person pursuant to which such Person becomes a Restricted Group
Member or is merged into or consolidated with any Restricted Group Member; provided, that such Person’s primary business is related, ancillary or
complementary to the businesses of the Restricted Group Members on the date of
such investment or (2) an acquisition by any Restricted Group Member of the
property and assets of any Person other than the Company or any other
Restricted Group Member that constitute substantially all of a division or line
of business of such Person; provided, that the property and assets acquired are
related, ancillary or complementary to the businesses of the Restricted Group
Members on the date of such acquisition.


3






 


     “Asset Disposition” means the sale or other disposition by any Restricted
Group Member (other than to another Restricted Group Member) of (1) all or
substantially all of the Capital Stock of any Restricted Group Member or (2)
all or substantially all of the assets that constitute a division or line of
business of any Restricted Group Member.


     “Asset Sale” means any sale, lease, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in
one transaction or a series of related transactions by any Restricted Group
Member to any Person other than a Restricted Group Member of:


     (1)  all or any of the Capital Stock of a Restricted Group Member, other
than in respect of director’s qualifying shares or investments by foreign
nationals mandated by applicable law;


     (2)  all or substantially all of the property and assets of an operating
unit or business of any Restricted Group Member; or


     (3)  any other property and assets of any Restricted Group Member outside
the ordinary course of business of such Restricted Group Member;


     provided, that “Asset Sale” does not include:



		
	 	     (a) sales or other dispositions of inventory, receivables and other
assets in the ordinary course of business;
	 
	 	     (b) sales or other dispositions of obsolete equipment;
	 
	 	     (c) sales or other dispositions of the Capital Stock of an Unrestricted
Subsidiary or an Unrestricted Affiliate;
	 
	 	     (d) sales or other distributions of assets (in one transaction or a
series of related transactions) having an aggregate fair market value (as
certified in an Officers’ Certificate delivered to the Trustee) not in
excess of $1 million;
	 
	 	     (e) Permitted Tower Transactions;
	 
	 	     (f) any Restricted Payment permitted by Section 4.04 or transaction
permitted by Section 5.01; or
	 
	 	     (g) sales of any assets or stock of NII Philippines.



     “Authorized Agent” has the meaning set forth in Section 12.09.


     “Average Life” means, at any date of determination with respect to any
debt security, the quotient obtained by dividing (1) the sum of the products of
(a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (2) the sum of all such principal payments.


4






 


     “Bankruptcy Law” means Title 11 of the United States Code, as amended, or
any similar federal, state or foreign law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.


     “Board of Directors” means, unless otherwise stated, the Board of
Directors of the Company or any committee of such Board of Directors duly
authorized to act under this Indenture.


     “Board Resolution” means a copy of a resolution, certified by the
Secretary of the Company or NII, as the case may be, to have been duly adopted
by the Board of Directors of the Company or NII, as the case may be, and to be
in full force and effect on the date of such certification, and delivered to
the Trustee.


     “Business Day” means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized by law to close.


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


     “Capitalized Lease” means, as applied to any Person, any lease of property
(whether real, personal or mixed) that in conformity with GAAP is required to
be shown as an asset on that Person’s balance sheet.


     “Capitalized Lease Obligations” means the discounted present value of the
rental obligations under a Capitalized Lease.


     “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether now outstanding or
issued after the Effective Date, including, without limitation, all Common
Stock and Preferred Stock.


     “Cash Equivalents” means (i) obligations issued by the United States of
America or any agency or instrumentality thereof, or obligations fully and
unconditionally guaranteed by the United States of America or any agency or
instrumentality thereof; (ii) time deposits and certificates of deposit and
commercial paper issued by the parent corporation of any domestic commercial
bank of recognized standing having capital and surplus in excess of
$500,000,000 (or the foreign currency equivalent thereof) and commercial paper
issued by others rated at least A-1 or the equivalent thereof by S&P or at
least P-1 or the equivalent thereof by Moody’s, or, in each case, such
equivalent rating or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) and in
each case maturing within 180 days after the date of acquisition; and (iii)
investments in money market funds substantially all of whose assets comprise
securities of the types described in clauses (i) and (ii) above.


5






 


     “Change of Control” means the occurrence of any of the following events:


     (1)  the transfer (in one transaction or a series of transactions) of all
or substantially all of NII’s assets to any “Person” or “Group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act);


     (2)  the liquidation or dissolution of NII or the adoption of a plan by the
stockholders of NII relating to the dissolution or liquidation of NII;


     (3)  the acquisition by any “Person” or “Group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) of beneficial ownership, directly
or indirectly, of 50% or more of the aggregate ordinary voting power of the
total outstanding Voting Stock of NII; or


     (4)  at any time, Continuing Directors cease for any reason to constitute a
majority of the Board of Directors of NII then still in office.


     For purposes of this definition, “Continuing Directors” means at any time, (i)
individuals who, prior to such time, were directors of NII; (ii) any director
whose election by the Board of Directors of NII or whose nomination for
election by the stockholders of NII was approved by a majority of the
Continuing Directors then in office; and (iii) any directors designated by the
holder of the Special Director Preferred Stock; provided, however, under no
circumstances will any officer, director or employee of Nextel or its
Affiliates constitute a “Continuing Director.”


     “Collateral” has the meaning given to it in the Intercreditor Agreement.


     “Collateral Agent” means Citibank, N.A., not in its individual capacity
but solely as the initial “Collateral Agent” under the Collateral Documents,
and any successor “Collateral Agent” designated and appointed under the
Collateral Documents.


     “Collateral Documents” has the meaning given to it in the Intercreditor
Agreement.


     “Commission” means the Securities and Exchange Commission, as from time to
time constituted, or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under the TIA, then the body performing such duties at such time.


     “Common Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person’s common equity, whether now outstanding
or issued after the date of this Indenture, including, without limitation, all
series and classes of such common equity.


     “Company” means the party named as such in the preamble of this Indenture
until a successor replaces it pursuant to Article Five of this Indenture and
thereafter means such successor.


     “Company Order” means a written request or order signed in the name of the
Company (i) by its President or a Vice President and (ii) by its Treasurer, its
Secretary or an Assistant Secretary and delivered to the Trustee; provided,
however, that such written request or order may


6






 




be signed by any two of the officers or directors listed in clause (i) above in
lieu of being signed by one of such officers or directors listed in such clause
(i) and one of the officers listed in clause (ii) above.


     “Consolidated EBITDA” means, for any period, the sum of the amounts for
such period of:


     (1)  Adjusted Consolidated Net Income;


     (2)  Consolidated Interest Expense, to the extent deducted in calculating
Adjusted Consolidated Net Income;


     (3)  income taxes, to the extent deducted in calculating Adjusted
Consolidated Net Income (other than income taxes (either positive or negative)
attributable to extraordinary and non-recurring gains or losses or sales of
assets);


     (4)  depreciation expense as determined in conformity with GAAP, to the
extent deducted in calculating Adjusted Consolidated Net Income;


     (5)  amortization expense as determined in conformity with GAAP, to the
extent deducted in calculating Adjusted Consolidated Net Income; and


     (6)  all other non-cash items to the extent reducing Adjusted Consolidated
Net Income (other than items that will require cash payments and for which an
accrual or reserve is, or is required by GAAP to be, made), less all non-cash
items to the extent increasing Adjusted Consolidated Net Income, as determined
in conformity with GAAP.


     “Consolidated Interest Expense” means, for any period, the aggregate
amount of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers’ acceptance
financing; the net costs associated with Interest Rate Agreements; and interest
in respect of any Indebtedness that is Guaranteed or secured by a Restricted
Group Member) and all but the principal component of rentals in respect of
Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be
accrued by Restricted Group Members during such period; excluding, however, (1)
any amount of such interest of any Restricted Group Member if the net income of
such Restricted Group Member is excluded in the calculation of Adjusted
Consolidated Net Income pursuant to clause (2) or (5) of the definition thereof
(but only in the same proportion as the net income of such Restricted Group
Member is excluded from the calculation of Adjusted Consolidated Net Income
pursuant to clause (2) or (5) of the definition thereof) and (2) any premiums,
fees and expenses (and any amortization thereof) payable in connection with the
offering of the Notes, all as determined (without taking into account
Unrestricted Subsidiaries or Unrestricted Affiliates) in conformity with GAAP.


     “Consolidated Leverage Ratio” means, on any Transaction Date, the ratio
of:

7






 



     (1)  the aggregate amount of Indebtedness of the Restricted Group Members
as at such Transaction Date to


     (2)  the aggregate amount of Annualized Consolidated EBITDA;


     provided, however, that:



		
	 	     (i) pro forma effect shall be given to (x) any Indebtedness Incurred
from the beginning of the four-quarter period through the Transaction
Date (the “Reference Period”), to the extent such Indebtedness is
outstanding on the Transaction Date and (y) any Indebtedness that was
outstanding during such Reference Period but that is not outstanding or
is to be repaid on the Transaction Date;
	 
	 	     (ii) pro forma effect shall be given to Asset Dispositions and Asset
Acquisitions (including giving pro forma effect to the application of
proceeds of any Asset Disposition) that occur during such Reference
Period, as if they had occurred and such proceeds had been applied on the
first day of such Reference Period; and
	 
	 	     (iii) pro forma effect shall be given to asset dispositions and
asset acquisitions (including giving pro forma effect to the application
of proceeds of any asset disposition) that have been made by any Person
that has become a Restricted Group Member or has been merged with or into
the Company or any Restricted Group Member during such Reference Period
and that would have constituted Asset Dispositions or Asset Acquisitions
had such transactions occurred when such Person was a Restricted Group
Member as if such asset dispositions or asset acquisitions were Asset
Dispositions or Asset Acquisitions that occurred on the first day of such
Reference Period;



provided further, that to the extent that clause (ii) or (iii) of this sentence
requires that pro forma effect be given to an Asset Acquisition or Asset
Disposition, such Asset Acquisition or Asset Disposition shall be treated as if
the same had occurred at the beginning of the applicable Reference Period.


     “Consolidated Net Worth” means, at any date of determination,
stockholders’ equity as set forth on the most recently available quarterly or
annual consolidated balance sheet of the Company and its Restricted Group
Members (which shall be as of a date not more than 90 days prior to the date of
such computation, and which shall not take into account Unrestricted
Subsidiaries or Unrestricted Affiliates), less any amounts of such
stockholders’ equity attributable to Redeemable Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of
the Capital Stock of any Restricted Group Member, each item to be determined in
conformity with GAAP.


     “Corporate Trust Office” means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 520 Madison Avenue, 33rd Floor, New York, New York 10022.


8






 


     “Currency Agreement” means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.


     “Default” means any event that is, or after notice or passage of time or
both would be, an Event of Default.


     “Depositary” means The Depository Trust Company, its nominees and their
respective successors.


     “EFA Collateral” has the meaning given to it in the Intercreditor
Agreement.



     “EFA
Obligations” has the meaning given to it in the Intercreditor
Agreement.




     “Effective
Date” means November 12, 2002.


     “Equity Interests” means Capital Stock or warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


     “Event of Default” has the meaning provided in Section 6.01.


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


     “Excluded
Entity” means each entity that is listed on Exhibit D hereto and
each entity that becomes a Restricted Group Member after the Effective Date, so
long as in the opinion of outside counsel to NII such entity would be required
to file separate financial statements with the Commission as a result of not
meeting the requirements of Rule 3-10(d) of Regulation S-X notwithstanding any
request for no action relief from the Commission with respect to such filing
requirement.


     “fair market value” means the price that would be paid in an arm’s-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Board of Directors of NII, whose determination shall be
conclusive if evidenced by a Board Resolution of NII.


     “GAAP” means generally accepted accounting principles in the United States
of America as in effect from time to time, including, without limitation, those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. Except as specifically provided, all ratios and
computations contained or referred to in this Indenture shall be computed in
conformity with GAAP applied on a consistent basis.


     “Global Notes” has the meaning given to it in Section 2.01(b).


     “Guarantee” means any obligation, contingent or otherwise (including.
without limitation, letters of credit and reimbursement agreements), of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct
or indirect, contingent or otherwise, of such Person (1) to


9






 




purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services (unless such purchase arrangements are on
arm’s-length terms and are entered into in the ordinary course of such Person’s
business), to take-or-pay, or to maintain financial statement conditions or
otherwise) or (2) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided, that the term
“Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business. The term “Guarantee” used as a verb has a
corresponding meaning.


     “guaranteed indebtedness” has the meaning provided in Section 4.07.


     “Guarantors” means the Persons listed as Guarantors on the signature pages
to this Indenture and any other Persons who become Guarantors pursuant to
Section 4.20.


     “Holder” or “Noteholder” means the registered holder of any Note.


     “Incur” means, with respect to any Indebtedness, to incur, create, issue,
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness,
including an “Incurrence” of Indebtedness by reason of a Person becoming a
Restricted Group Member; provided, that neither the accrual of interest nor the
accretion of original issue discount shall be considered an Incurrence of
Indebtedness.


     “Indebtedness” means, with respect to any Person at any date of
determination (without duplication):


     (1)  all liabilities or obligations, contingent or otherwise, of such
Person for borrowed money, including Acquired Debt;


     (2)  all liabilities or obligations, contingent or otherwise, of such
Person evidenced by bonds, debentures, notes or other similar instruments;


     (3)  all liabilities or obligations, contingent or otherwise, of such
Person in respect of letters of credit, banker’s acceptances or other similar
instruments (including reimbursement obligations with respect thereto);


     (4)  all liabilities or obligations, contingent or otherwise, of such
Person to pay the deferred and unpaid purchase price of property or services,
except Trade Payables;


     (5)  all liabilities or obligations, contingent or otherwise, of such
Person as lessee under Capitalized Leases;


     (6)  all liabilities or obligations, contingent or otherwise, of other
Persons secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person; provided, that the amount of such
Indebtedness shall be the lesser of (A) the fair market value of such assets at
such date of determination and (B) the amount of such Indebtedness;

10






 




     (7)  all liabilities or obligations, contingent or otherwise, of other
Persons Guaranteed by such Person to the extent such liabilities or obligations
are Guaranteed by such Person; and


     (8)  to the extent not otherwise included in this definition, all
liabilities or obligations, contingent or otherwise, under Currency Agreements
and Interest Rate Agreements.


     The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation, provided, that (A)
the amount outstanding at any time of any Indebtedness issued with original
issue discount shall be the face amount of such Indebtedness less the
unamortized portion of the original issue discount of such Indebtedness at the
time of its issuance as determined in conformity with GAAP, (B) Indebtedness
shall not include any liability for federal, state, local or other taxes; and
(C) Indebtedness shall not include lease payments owed in respect of any
so-called “build-to-suit” Permitted Tower Transaction.


     “Indenture” means this Indenture as originally executed or as it may be
amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable
provisions of this Indenture.


     “Intercreditor Agreement” means the Intercreditor Agreement, dated
November 12, 2002, by and among the Trustee, the Collateral Agent, Motorola
Credit Corporation, the Company, NII, the Guarantors and certain other
subsidiaries of NII.


     “Interest Payment Date” means the Stated Maturity of each quarterly
interest payment on the Notes.


     “Interest Rate Agreement” means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement or other similar agreement or arrangement.


     “Investment” in any Person means any direct or indirect advance, loan or
other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement) or capital contribution to (by means of any transfer of
cash or other property to others), or any purchase or acquisition of Equity
Interests, bonds, notes, debentures or other similar instruments issued by,
such Person.


     “Involuntary Event” has the meaning specified in the definition of
“Permitted Investments.”


     “Issue Price” means with respect to the Notes, the aggregate issue price
of such Notes, which equals $140,000,000.


     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any option or
other agreement to give any security interest); provided, that the amount of
assets of a Restricted Group Member subject to a Lien shall be


11






 




reduced by an amount that corresponds to the percentage ownership interest in
the assets of such Restricted Group Member not owned on the date of
determination, directly or indirectly, by NII.



     “MEFA Collateral” has the meaning given to it in the Intercreditor
Agreement.


     “MEFA
Obligations” has the meaning given to it in the Intercreditor
Agreement.




     “Minority Owned Affiliate” of any specified Person, means any other Person
(other than a direct or indirect Subsidiary of such specified Person) in which
an Investment in the Capital Stock of such Person has been made by such
specified Person.


     “Moody’s” means Moody’s Investors Service, Inc. and its successors.


     “Net Cash Proceeds” means:


     (1)  with respect to any Asset Sale, the proceeds of such Asset Sale in the
form of cash or Cash Equivalents, including payments in respect of deferred
payment obligations (to the extent corresponding to the principal, but not
interest, component thereof) when received in the form of cash or Cash
Equivalents (except to the extent such obligations are financed or sold with
recourse to the Restricted Group Member) and proceeds from the conversion of
other property received when converted to cash or Cash Equivalents, net of (a)
reasonable and customary brokerage commissions and other fees and expenses
(including fees and expenses of counsel and investment bankers) related to such
Asset Sale, other than fees and expenses paid or payable to an Affiliate of the
Company, (b) provisions for all taxes (paid or payable) as a result of such
Asset Sale without regard to the consolidated results of operations of the
Restricted Group Members, taken as a whole, (c) payments made to repay
Indebtedness or any other obligation outstanding at the time of such Asset Sale
that either (x) is secured by a Lien on the property or assets sold or (y) is
required to be paid as a result of such sale, and (d) appropriate amounts to be
provided by any Restricted Group Member as a reserve against any liabilities
associated with such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as determined in conformity with GAAP and reflected on an
Officers’ Certificate delivered to the Trustee; provided, that with respect to
any Asset Sale by a Restricted Group Member, Net Cash Proceeds shall be reduced
by a percentage amount that corresponds to the percentage ownership interest in
the assets of such Restricted Group Member not owned on the date of such Asset
Sale, directly or indirectly, by NII; and


     (2)  with respect to any capital contribution or issuance or sale of
Capital Stock, the proceeds of such capital contribution or issuance or sale in
the form of cash or Cash Equivalents, including payments in respect of deferred
payment obligations (to the extent corresponding to the principal, but not
interest, component thereof) when received in the form of cash or Cash
Equivalents (except to the extent such obligations are financed or sold with
recourse to the Restricted Group Member) and proceeds from the conversion of
other property received when converted to cash or Cash Equivalents, net of
reasonable attorney’s fees, accountants’ fees, underwriters’ or placement
agents’ fees, discounts or commissions and brokerage, consultant and other fees
incurred in connection with such capital contribution or issuance or sale and
net of taxes paid or payable as a result thereof.


     “New EFA” has the meaning given to it in the Intercreditor Agreement.


     “New MEFA” has the meaning given to it in the Intercreditor Agreement.


12






 


     “Nextel” means Nextel Communications, Inc., a Delaware corporation, and
any successor thereto.


     “NII” means the company named in the fourth recital of this Indenture.


     “NII Argentina” means, collectively, Nextel International (Argentina)
Ltd., a limited liability company formed under the laws of the Cayman Islands, Nextel
Communications Argentina S.A., a sociedad anónima
formed under the laws of
Argentina, and any other Subsidiary or Minority Owned Affiliate of NII
incorporated or otherwise formed under the laws of Argentina or doing business
in Argentina on or after the Effective Date.


     “NII Brazil” means, collectively: (1) McCaw International (Brazil), Ltd.,
organized under the laws of Virginia, and any successor thereto and any
Subsidiary or Minority Owned Affiliate of McCaw International (Brazil), Ltd.,
(2) Airfone Holdings, Inc., a corporation organized under the laws of Delaware,
Nextel S.A., a corporation organized under the laws of Brazil, Nextel
Telecomunicacoes Ltda., a limited company organized under the laws of Brazil,
H-Telecom Ltda., a limited company organized under the laws of Brazil,
Promobile Telecomunicacoes Ltda., a limited company organized under the laws of
Brazil, Telemobile Telecomunicacoes Ltda., a limited company organized under
the laws of Brazil, Master-Tec Telecomunicacoes Industria e Comercio de Produtos Electronicos
Ltda., a limited company organized under the laws of Brazil, and
Telecomunicacoes Brastel S/C Ltda., a limited company organized under the laws of
Brazil, and (3) any other Subsidiary or Minority Owned Affiliate of NII
incorporated or otherwise formed under the laws of Brazil or doing business in
Brazil on or after the Effective Date.


     “NII Philippines” means, collectively, Nextel International (Philippines)
LLC, a limited liability company incorporated under the laws of the Cayman
Islands, Top Mega Enterprises, Limited, a limited company organized under the
laws of Hong Kong, Gamboa Holdings, Inc., a corporation organized under the
laws of the Philippines, Joyce Link Holdings, Ltd., a limited liability company
organized under the laws of the British Virgin Islands, Nextel Communications
Philippines, Inc., a corporation organized under the laws of the Philippines,
East Holdings Limited, a limited company organized under the laws of Hong Kong,
Emerald Investments, Inc., a corporation organized under the laws of the
Philippines, and Foodcamp Industries and Marketing, Inc., a corporation
organized under the laws of the Philippines.


     “Note Guarantee” means the guarantee of a Guarantor set forth in (i) Article 9
(ii) a Guarantor Accession Agreement in the form of Exhibit B hereto to be executed and delivered by such Guarantor from time to time pursuant to
Section 4.2 or (iii) other documents executed by such Guarantor guaranteeing and securing the obligations of the Company under the Indenture, evidence
of which is delivered to the Trustee pursuant to Section 4.20.


     “Note Register” has the meaning provided in Section 2.04.


     “Notes” means any of the securities, as defined in the recitals hereof,
that are authenticated and delivered under this Indenture. For all purposes of
this Indenture, the term “Notes” shall include the Notes initially issued on
the Effective Date and any other Notes issued after the Effective Date under
this Indenture. For purposes of this Indenture, all Notes shall vote together
as one series of Notes under this Indenture.


13






 


     “Offer to Purchase” means an offer by the Company to purchase Notes from
the Holders commenced by mailing a notice to the Trustee and each Holder at its
last registered address which shall state such disclosures as are required by law and:


     (1)  the covenant pursuant to which the offer is being made and that all
Notes validly tendered will be accepted for payment on a pro rata basis;


     (2)  the purchase price and the date of purchase (which shall be a Business
Day no earlier than 30 days nor later than 60 days from the date such notice is
mailed) (the “Payment Date”);


     (3)  that any Note not tendered will continue to amortize original issue
discount or accrue interest, as the case may be, pursuant to its terms;


     (4)  that, unless the Company defaults in the payment of the purchase
price, any Note accepted for payment pursuant to the Offer to Purchase shall
cease to amortize original issue discount or accrue interest on and after the
Payment Date;


     (5)  that Holders electing to have a Note purchased pursuant to the Offer
to Purchase will be required to surrender such Note to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Payment
Date, together with a completed and executed copy of the form entitled “Option of the Holder
to Elect Purchase” on the reverse side of the Note;


     (6)  that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the second Business Day
immediately preceding the Payment Date, a telegram, facsimile transmission or
letter setting forth the name of such Holder, the Accreted Value of Notes
delivered for purchase and a statement that such Holder is withdrawing such
Holder’s election to have such Notes purchased;


     (7)  that Holders whose Notes are being purchased only in part will be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered; provided, that each Note purchased and each new Note issued
shall be in a principal amount of $1.00 or integral multiples thereof; and


     (8)  the instructions Holders must follow to properly tender their Notes.


     “Officer” means, with respect to the Company or NII, as the case may be,
the following of its officers: (i) the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer; and (ii) the Treasurer or any Assistant Treasurer, or the Secretary or
any Assistant Secretary.



14






 


     “Officers’ Certificate” means a certificate of the Company or, if so
stated herein, NII, signed by one Officer listed in clause (i) of the
definition thereof and one Officer listed in clause (ii) of the definition
thereof. Each Officers’ Certificate (other than certificates provided pursuant
to TIA Section 314(a)(4)) shall include the statements provided for in TIA
Section 314(e).


     “Opinion of Counsel” means a written opinion signed by legal counsel
reasonably acceptable to the Trustee, which counsel may be an employee of or
counsel to the Company. Each such Opinion of Counsel shall include the
statements provided for in TIA Section 314(e).


     “Overhead Services Agreement” means the Amended and Restated Overhead
Services Agreement, entered into as of the Effective Date, between NII and
Nextel and any amendment or successor agreement thereto.


     “Paying Agent” has the meaning provided in Section 2.04, except that, for
the purposes of Article Ten, the Paying Agent shall not be the Company or an
Affiliate of the Company. The term “Paying Agent” includes any additional
Paying Agent.


     “Permitted Amounts” means, at any date of determination, an amount equal
to:


     (1)  Net Cash Proceeds of all sales of Equity Interests in NII subsequent
to the Effective Date; plus


     (2)  Ten percent (10%) of the Consolidated EBITDA during the period from
the Effective Date through December 31, 2004, plus


     (3)  Twenty percent (20%) of the remainder of (i) Consolidated EBITDA less
(ii) cumulative Capex of the Restricted Group Members, in each case, during the
period from January 1, 2005 through such date of determination.


     “Permitted Consolidated Leverage Ratio(s)” has the meaning set forth in
Section 4.03(a).


     “Permitted Investment” means any Investment:


     (1)  in a Restricted Group Member other than a Restricted Affiliate (or a
Person that will, upon the making of such Investment, become a Restricted Group
Member other than a Restricted Affiliate or be merged or consolidated with or
into or transfer or convey all or substantially all its assets to, any
Restricted Group Member, provided, that such Person’s primary business is
related, ancillary or complementary to the businesses of the Restricted Group
Members other than a Restricted Affiliate on the date of such Investment);


     (2)  in a Restricted Affiliate (or a Person that will, upon the making of
such Investment, become a Restricted Affiliate or be merged or consolidated
with or into or transfer or convey all or substantially all its assets to, a
Restricted Affiliate; provided, that such Person’s primary business is related,
ancillary or complementary to the businesses of the Restricted Group Members on
the date of such Investment), provided, that any such Investment shall cease to
be a Permitted Investment if such Restricted Affiliate ceases to be a
Restricted Affiliate or ceases to observe any of the provisions of the
covenants that are applicable to such Restricted Affiliate, provided further,
that if such Restricted Affiliate ceases to be a Restricted Affiliate or such
Restricted Affiliate ceases to observe any of the provisions of the covenants
applicable to it solely as a result of circumstances, developments or
conditions beyond the control of NII (such failure to be a Restricted Affiliate
or failure to observe a covenant as a result of any such circumstance,
development or condition, being an “Involuntary Event”) any such Investment


15






 




 previously made in such Restricted Affiliate will not cease to be a
Permitted Investment unless such Involuntary Event continues for 90 days;


     (3)  in Cash Equivalents;


     (4)  in payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses in
accordance with GAAP;


     (5)  in stocks, obligations or securities received in satisfaction of
judgments or as part of or in connection with the bankruptcy, winding up or
liquidation of a Person, except if such stocks, obligations or securities are
received in consideration for an Investment made in such Person in connection
with or anticipation of such bankruptcy, winding up or liquidation;


     (6)  made pursuant to, or payments made in satisfaction of, Permitted Tower
Transactions;


     (7)  in inventory and accounts receivable made in the ordinary course of
business; and



     (8)  received as consideration in an Asset Sale made in compliance with
Section 4.10; and



     (a) 
in any guaranty by NII of Permitted Handset Obligations (as defined
in the New MEFA and the New EFA).



     Notwithstanding the foregoing, the term “Permitted Investment” excludes any
Investment in NII Brazil, other than (A) pursuant to clause (6) above or (B) an
Investment in any entity referred to in the definition of NII Brazil made
solely by one or more other entities referred to in the definition of NII
Brazil.


     “Permitted Liens” means:


     (1)  Liens for taxes, assessments, governmental charges or claims that are
not yet due or that are being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made;


     (2)  statutory and common law Liens of landlords and carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
Liens arising in the ordinary course of business and with respect to amounts
not yet delinquent or being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made;


     (3)  Liens incurred or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types
of social security;


     (4)  Liens incurred or deposits made to secure the performance of tenders,
bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety
and appeal bonds provided in the ordinary course of business, government
contracts, performance and return-of-money bonds and other obligations of a
similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money);



16






 




     (5)  easements, rights-of-way, municipal and zoning ordinances and similar
charges, encumbrances, title defects or other irregularities that do not
materially interfere with the ordinary course of business of any Restricted
Group Member;


     (6)  Liens (including extensions and renewals thereof) upon real or
personal property acquired after the Effective Date; provided, that (a) such
Lien is created solely for the purpose of securing Indebtedness Incurred in
accordance with Section 4.03 (i) to finance the cost (including the cost of
design, development, construction, improvement, installation or integration) of
the items of property or assets subject thereto and such Lien is created prior
to, at the time of or within six months after the later of the acquisition, the
completion of construction or the commencement of full operation of such
property, or (ii) to refinance any Indebtedness previously so secured, (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of the cost of that property and (c) any such Lien shall not extend to or cover
any property or assets other than such items of property or assets and any
improvements on such items;


     (7)  leases or subleases granted to others that do not materially interfere
with the ordinary course of business of the Restricted Group Members, taken as
a whole;


     (8)  Liens encumbering property or assets under construction arising from
progress or partial payments by a customer of a Restricted Group Member
relating to such property or assets;


     (9)  any interest or title of a lessor in the property subject to any
Capitalized Lease or operating lease;


     (10)  Liens arising from filing Uniform Commercial Code financing
statements (or substantially equivalent filings outside the United States)
regarding leases other than Capitalized Leases;


     (11)  Liens on property of, or on shares of Capital Stock or Indebtedness
of, any Person existing at the time such Person is acquired by, merged into or
consolidated with any Restricted Group Member; so long as such Liens were not
created in contemplation of such acquisition, merger or consolidation and do
not extend to or cover any property or assets of any Restricted Group Member
other than the property or assets acquired;


     (12)  Liens in favor of any Restricted Group Member;


     (13)  Liens arising from the rendering of a final judgment or order against
any Restricted Group Member that does not give rise to an Event of Default;


     (14)  Liens securing reimbursement obligations with respect to letters of
credit that encumber documents and other property relating to such letters of
credit and the products and proceeds thereof;


     (15)  Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation
of goods;

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     (16)  Liens encumbering customary initial deposits and margin deposits, and
other Liens that are either within the general parameters customary in the
industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Interest Rate Agreements and Currency Agreements
and forward contracts, options, future contracts, futures options or similar
agreements or arrangements designed solely to protect any Restricted Group
Member from fluctuations in interest rates, currencies or the price of
commodities;


     (17)  Liens arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods entered into by any Restricted
Group Member in the ordinary course of business in accordance with the past
practices of the Restricted Group Members prior to the Effective Date;


     (18)  Liens on or sales of receivables;


     (19)  Liens on the Capital Stock of Unrestricted Subsidiaries and
Unrestricted Affiliates; and


     (20)  Liens securing the Notes, the New MEFA, the New EFA and Guarantees of
any of the foregoing.


     Notwithstanding the foregoing, except with respect to Liens under clause
(20) above, the term “Permitted Lien” shall not include any Lien to the extent
such Lien was created (or increased) after the Effective Date if such Lien
secures Indebtedness or other obligations of one or more Unrestricted
Subsidiaries and encumbers assets (other than Capital Stock of an Unrestricted
Subsidiary) of a Restricted Group Member.


     “Permitted Tower Transaction” means (i) a payment or other Investment by
NII or a Restricted Group Member in a Subsidiary of NII or any Restricted Group
Member, and (ii) the sale-leaseback of assets or properties (whether now owned
or hereafter acquired) by a Restricted Group Member, made to enable such
Subsidiary or Restricted Group Member to comply with obligations and
commitments under a sale-leaseback tower transaction (including, without
limitation, any build-to suit arrangement entered into in connection with such
sale leaseback) entered into by or on behalf of any one or more of NII’s
Subsidiaries or Restricted Group Members, which transaction has been determined
to be in the best interests of NII by its Board of Directors, as evidenced by a
resolution of the Board of Directors and an Officers’ Certificate of NII.


     “Person” means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.


     “Physical Notes” has the meaning provided in Section 2.01.


     “Plan of Reorganization” has the meaning set forth in the third recital to
this Indenture.


     “Preferred Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person’s preferred or preference stock, whether
now outstanding or issued after the date of this



18










 



Indenture, including, without limitation, all series and classes of such
preferred or preference stock.


     “principal” of a debt security, including the Notes, means the principal
amount due on the Stated Maturity of such debt security.


     “Redeemable Stock” means any class or series of Equity Interest of any
Person that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or otherwise is or upon the
happening of an event could be:


     (1)  required to be redeemed or repurchased prior to the one year
anniversary of the Stated Maturity of the principal of the Notes;


     (2)  redeemable at the option of the holder of such class or series of
Capital Stock at any time prior to such one year anniversary of the Stated
Maturity of the principal of the Notes; or


     (3)  convertible into or exchangeable for Capital Stock referred to in
clause (1) or (2) above or Indebtedness having a scheduled maturity prior to
such one year anniversary of the Stated Maturity of the principal of the Notes;


provided, that any Capital Stock that would not constitute Redeemable Stock but
for provisions thereof giving holders thereof the right to require such Person
to repurchase or redeem such Capital Stock upon the occurrence of an “asset
sale” or “change of control” occurring prior to the one year anniversary of the
Stated Maturity of the principal of the Notes shall not constitute Redeemable
Stock if the “asset sale” or “change of control” provisions applicable to such
Capital Stock are no more favorable to the holders of such Capital Stock than
the provisions contained in Section 4.10 and Section 4.11 and such Capital
Stock specifically provides that such Person will not repurchase or redeem any
such stock pursuant to such provision prior to the Company’s repurchase of such
Notes as are required to be repurchased pursuant to Section 4.10 and Section
4.11.


     “Redemption Date”, when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.


     “Redemption Price”, when used with respect to any Note to be redeemed,
means the price at which such Note is to be redeemed pursuant to this
Indenture.


     “Registrar” has the meaning provided in Section 2.04.


     “Regular Record Date” has the meaning set forth in Exhibit A hereto.


     “Regulation S-X” means Regulation S-X promulgated under the Exchange Act,
as amended.


     “Required Consent” means, except as otherwise expressly provided in this
Indenture with respect to matters requiring the consent of each Holder of Notes
affected thereby, the


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consent of Holders of not less than a majority in aggregate Accreted Value of
the outstanding Notes.


     “Responsible Officer” means any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer
or assistant trust officer, the controller or any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his or her knowledge of and familiarity with the
particular subject.


     “Restricted Affiliate” means any direct or indirect Minority Owned
Affiliate of NII that is listed as such on Exhibit C hereto or has been
designated by the Board of Directors of NII as a
Restricted Affiliate based upon a good faith determination by such Board of
Directors that NII has, directly or indirectly, the requisite control over such
Minority Owned Affiliate to prevent it from Incurring Indebtedness, or taking
any other action at any time, in contravention of any of the provisions of this
Indenture that are applicable to Restricted Affiliates; provided, that
immediately after giving effect to such designation (x) the Liens and
Indebtedness of such Minority Owned Affiliate outstanding immediately after
such designation would, if Incurred at such time, have been permitted to be
Incurred for all purposes of this Indenture and (y) no Default or Event of
Default shall exist. NII will be required to deliver an Officers’ Certificate
of NII to the Trustee certifying the foregoing upon designating any Minority Owned Affiliate as a
Restricted Affiliate. The Restricted Affiliates, as of the Effective Date, are
identified on Exhibit C hereto.


     “Restricted Group Members” means collectively, the Company, NII, each
Restricted Subsidiary of the Company or NII, each Restricted Affiliate and each
Restricted Subsidiary of such Restricted Affiliate. The Restricted Group
Members, as of the Effective Date, are identified on Exhibit C hereto.


     “Restricted Payments” has the meaning provided in Section 4.04(a).


     “Restricted Subsidiary” means any Subsidiary of the Company or NII other
than an Unrestricted Subsidiary. The Restricted Subsidiaries, as of the
Effective Date, are identified on Exhibit C hereto.


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


     “Significant Group Member” means, at any date of determination, any
Restricted Group Member that (a) together with its Restricted Subsidiaries and
Restricted Affiliates (1) for the most recent fiscal year of NII, accounted for
more than 10% of the consolidated revenues of the Restricted Group Members, (2)
as of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Restricted Group Members, all as set forth on the
most recently available consolidated financial statements of the Company for
such fiscal year, or (3) for such fiscal year accounted for more than 10% of
Consolidated EBITDA, or (b) is an obligor under the New MEFA, the New EFA or
any other Indebtedness having an outstanding principal amount of $10 million or
more in the aggregate.


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     “S&P” means Standard & Poor’s Credit Market Services, a division of The
McGraw Hill Companies, Inc., and its successors.


     “Special Director Preferred Stock” means NII’s Special Director Preferred
Stock, par value one dollar ($1.00) per share.


     “Spectrum Sharing Agreement” means the Spectrum Use and Build Out
Agreement by and among NII, Servicios de Radiocomunicación Móvil de México S.A.
de C.V., Sistemas de Comunicaciones Troncales S.A. de C.V., Nextel of
California, Inc. and Nextel License Holdings 2, Inc.


     “Standstill Agreement” means the Standstill Agreement by and among NII,
Nextel and certain other holders of NII Common Stock after the Effective Date.


     “Stated Maturity” means, with respect to any debt security, (1) the date
specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable, and (2) with
respect to any scheduled installment of principal or interest on any debt
security, the date specified in such debt security as the fixed date on which
any scheduled installment of principal of or interest is due and payable.


     “Subsidiary” means, with respect to any Person, (i) any company,
corporation, association or other business entity of which more than 50% of the
voting power of the outstanding Voting Stock is owned, directly or indirectly,
by such Person and one or more other Subsidiaries of such Person, and (ii) any
other Person (other than a corporation), including, without limitation, a joint
venture, in which such Person or one or more Subsidiaries thereof, directly or
indirectly, at the date of determination thereof, has at least majority
ownership interest entitled to vote in the election of directors, managers or
trustees thereof (or other Person performing similar functions). For purposes
of this definition, any directors’ qualifying shares or investments by foreign
nationals mandated by applicable law shall be disregarded in determining the
ownership of a Subsidiary.


     “TIA” or “Trust Indenture Act” means the United States Trust Indenture Act
of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the
date this Indenture was executed.


     “Trademark License Agreement” means that certain Third Amended and
Restated Trademark License Agreement between NII and Nextel, dated on or about
the Effective Date.


     “Trade Payables” means, with respect to any Person, (i) the deferred and
unpaid purchase price of subscriber units so long as the purchase price is due
no later than 365 days after taking delivery and title thereto, and (ii) any
accounts payable or any other indebtedness or monetary obligation to trade
creditors not more than 45 days past due, created, assumed or Guaranteed by
such Person or any of its Subsidiaries arising in the ordinary course of
business in connection with the acquisition of goods or services.


     “Transaction Date” means, with respect to the Incurrence of any
Indebtedness by any Restricted Group Member, the date such Indebtedness is to
be Incurred and, with respect to any Restricted Payment, the date such
Restricted Payment is to be made.


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     “Trustee” means Wilmington Trust Company, until a successor replaces it (or
any previous successor) in accordance with the provisions of this Indenture and
thereafter means such successor.


     “U.S. Government Obligations” means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof at any time
prior to the Stated Maturity of the principal of the Notes, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific payment of
interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided, that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.


     “United States Bankruptcy Code” means the Bankruptcy Reform Act of 1978,
as amended and as codified in Title 11 of the United States Code, as amended
from time to time hereafter, or any successor federal bankruptcy law.


     “Unrestricted Affiliate” means any Minority Owned Affiliate of NII other
than a Restricted Affiliate. Unrestricted Affiliates, as of the Effective
Date, are identified on Exhibit E hereto.


     “Unrestricted Subsidiary” means (1) the entities listed on Exhibit E
hereto as Unrestricted Subsidiaries, (2) any Subsidiary of NII that at the time
of determination is designated as an Unrestricted Subsidiary by the Board of
Directors of NII in the manner provided in Section 4.22, and (3) any Subsidiary
of an Unrestricted Subsidiary. Unrestricted Subsidiaries, as of the Effective
Date, are identified on Exhibit E hereto.


     “Voting Stock” means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.


     “Wholly Owned” means, with respect to any Subsidiary of any Person, the
ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director’s qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.


     SECTION 1.02 Incorporation by Reference to Trust Indenture Act.


     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings: “indenture notes”
means the Notes; “indenture note holder” means a Holder or a Noteholder;
“indenture to be qualified” means this Indenture; “indenture


22






 




trustee” or “institutional trustee” means the Trustee; and “obligor” on
the indenture securities means the Company or any other obligor on the Notes.
All other TIA terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by a rule of the Commission and
not otherwise defined herein have the meanings assigned to them therein.


     SECTION 1.03 Rules of Construction.


     Unless the context otherwise requires: (1) a term has the meaning assigned
to it; (2) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP; (3) “or” is not exclusive; (4) words in the
singular include the plural, and words in the plural include the singular; (5)
provisions apply to successive events and transactions; (6) “herein,” “hereof”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision; (7) all ratios and
computations based on GAAP contained in this Indenture shall be computed in
accordance with the definition of GAAP set forth in Section 1.01; (8) all
references to Sections or Articles refer to Sections or Articles of this
Indenture unless otherwise indicated; and (9) all references to “$” or to
“dollars” shall mean currency of the United States of America.


ARTICLE TWO

THE NOTES



     SECTION 2.01 Form and Dating.


     (a)  The Company has authorized the issuance of Notes of up to a maximum
principal amount at maturity of $180,820,855. The Notes are senior secured
obligations of the Company. The Notes and the Trustee’s certificate of
authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange or securities
depository agreements to which the Company is subject. The Company shall
approve the form of the Notes and any notation, legend or endorsement on the
Notes. Each Note shall be dated the date of its authentication. The terms and
provisions contained in the form of the Notes annexed hereto as Exhibit A shall
constitute, and are hereby expressly made, a part of this Indenture. To the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.


     (b) Notes issued in reliance upon 11 U.S.C. Section 1145 which are freely
tradable by the Holder thereof after issuance shall be issued as one or more
global notes in registered form substantially in the form of Exhibit A, bearing
the legend set forth in Section 2.02(a) (collectively, “Global Notes”) or, at
the request of such a Holder, as certificated notes in registered form
substantially in the form set forth on Exhibit A (the “Physical Notes”). The
aggregate principal amount of the Global Notes may be increased or decreased
from time to time by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.


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     (c)  The Notes shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.


     SECTION 2.02 Restrictive Legends.


     Each Global Note shall bear the following legend on the face thereof:



	 
	
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE
OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

	 

	UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO NII HOLDINGS
(CAYMAN), LTD. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE




     SECTION 2.03 Execution, Authentication and Denominations.


     The Notes shall be executed by two Officers of the Company. The signature
of any Officer on the Notes may be by facsimile or manual signature in the name
and on behalf of the Company. If any Officer whose signature is on a Note no
longer holds that office at the time the Trustee or authenticating agent
authenticates the Note, the Note shall be valid nevertheless. A Note shall not
be valid until the Trustee or authenticating agent manually signs the
certificate of authentication on the Note. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture. At any
time and from time to time after the execution of this Indenture, the Trustee
or an authenticating agent shall, upon receipt of a Company Order, authenticate
for original issue Notes in the aggregate principal amount specified in such
Company Order up to a maximum principal amount at maturity of $180,820,855;
provided, that the Trustee shall be entitled to receive an Officers’
Certificate and an Opinion of Counsel of the Company in connection with such
authentication of Notes. The Trustee may appoint an authenticating agent to
authenticate Notes. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such authenticating agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the
Company.


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     SECTION 2.04 Registrar and Paying Agent.


     (a)  The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (the “Registrar”), an
office or agency where Notes may be presented for payment (the “Paying Agent”)
and an office or agency where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served, which shall be in the
Borough of Manhattan, The City of New York. The Company shall cause the
Registrar to keep a register of the Notes and of their transfer and exchange
(the “Note Register”). The Company may have one or more co-Registrars and one
or more additional Paying Agents. The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent.
The Company shall give prompt written notice to the Trustee of the name and
address of any such Agent and any change in the address of such Agent. If the
Company fails to maintain a Registrar, Paying Agent and/or agent for service of
notices and demands, the Trustee shall act as such Registrar, Paying Agent
and/or agent for service of notices and demands, and shall be entitled to
appropriate compensation in accordance with Section 7.07.


     (b)  The Company may remove any Agent upon 30 days written notice to such
Agent and the Trustee; provided, that no such removal shall become effective
until (i) the acceptance of an appointment by a successor Agent to such Agent
as evidenced by an appropriate agency agreement entered into by the Company and
such successor Agent and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso. The Company,
any Subsidiary of the Company, or any Affiliate of any of them may act as
Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and
demands.


     (c)  The Company initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands. If, at any
time, the Trustee is not the Registrar, the Registrar shall make available to
the Trustee at least ten (10) Business Days before each Interest Payment Date
and at such other times as the Trustee may reasonably request, the names and
addresses of the Holders as they appear in the Note Register, which list may
conclusively be relied upon by the Trustee. The Trustee shall comply with the
requirements of Section 312 of the Trust Indenture Act.


     SECTION 2.05 Paying Agent to Hold Money in Trust.


     Not later than each due date of the Accreted Value, premium, if any, and
interest on any Notes, the Company shall deposit with the Paying Agent money in
immediately available funds sufficient to pay such Accreted Value, premium, if
any, and interest so becoming due in a timely manner that permits the Paying
Agent to remit payment to the Holders on such due date. The Company shall
require each Paying Agent other than the Trustee to agree in writing that such
Paying Agent shall hold in trust for the benefit of the Holders or the Trustee
all money held by the Paying Agent for the payment of Accreted Value of,
premium, if any, and interest on the Notes (whether such money has been paid to
it by the Company or any other obligor on the Notes), and such Paying Agent
shall promptly notify the Trustee of any default by the Company (or any other
obligor on the Notes) in making any such payment. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and account
for any funds


25






 




disbursed, and the Trustee may at any time during the continuance of any
Event of Default under Section 6.01(a) or (b), upon written request to a Paying
Agent, require such Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed. Upon doing so, the Paying Agent shall have
no further liability for the money so paid over to the Trustee. If the Company
or any Subsidiary of the Company or any Affiliate of any of them acts as Paying
Agent, it will, on or before each due date of any principal of, premium, if
any, or interest on the Notes, segregate and hold in a separate trust fund for
the benefit of the Holders a sum of money sufficient to pay such Accreted
Value, premium, if any, or interest so becoming due until such sum of money
shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee of its action or failure to
act.


     SECTION 2.06 Transfer and Exchange.


     (a)  The Notes are issuable only in registered form. A Holder may transfer
a Note only by written application to the Registrar stating the name of the
proposed transferee and otherwise complying with the terms of this Indenture.
No such transfer shall be effected until, and such transferee shall succeed to
the rights of a Holder only upon, final acceptance and registration of the
transfer by the Registrar in the Note Register. Prior to the registration of
any transfer by a Holder as provided herein, the Company, the Trustee, and any
agent of the Company shall treat the Person in whose name the Note is
registered as the owner thereof for all purposes whether or not the Note shall
be overdue, and neither the Company, the Trustee, nor any such agent shall be
affected by notice to the contrary. Furthermore, any Holder of a Global Note
shall, by acceptance of such Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only through a book entry system
maintained by the Holder of such Global Note (or its agent) and that ownership
of a beneficial interest in the Note shall be required to be reflected in a
book entry.


     (b)  When Notes are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Notes at the
Registrar’s request. No service charge shall be made for any registration of
transfer or exchange or redemption of the Notes, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
other similar governmental charge payable upon exchanges pursuant to Section
2.11, 3.08 or 11.04). The Registrar shall not be required (i) to issue,
register the transfer of or exchange any Note during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Notes selected for redemption under Section 3.03 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.


     SECTION 2.07 Book-Entry Provisions for Global Notes.


     (a)  The Global Notes initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for such Depositary


26






 




and (iii) bear legends as set forth in Section 2.02(a). Members of, or
participants in, the Depositary (“Agent Members") shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the
Depositary, or the Trustee as its custodian, or under the Global Note, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any Note.


     (b)  The registered holder of a Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.


     (c)  Global Notes and interests therein may not be exchanged for Physical
Notes, whether in whole or in part, unless (i) the Depositary (x) notifies the
Company that it is unwilling or unable to continue as depositary for the Global
Notes and the Company thereupon fails to appoint a successor depositary within
90 days or (y) has ceased to be a clearing agency registered under the Exchange
Act, (ii) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of Physical Notes, (iii) any beneficial owner of
interests in a Global Note so requests or (iv) a Default or an Event of Default
exists and the Trustee requests the issuance of Physical Notes. In any such
case, the Company will notify the Trustee in writing that, upon surrender by
the beneficial owners of their interests in such Global Notes, Physical Notes
will be issued to each Person that such direct and indirect participants in the
Depositary identify as being the beneficial owner of the related Notes.


     SECTION 2.08 Intentionally Deleted.


     SECTION 2.09 Replacement Notes.


     If a mutilated Note is surrendered to the Trustee or if the Holder claims
that the Note has been lost, destroyed or wrongfully taken, the Company shall
issue and the Trustee shall authenticate a replacement Note of like tenor and
amount and bearing a number not contemporaneously outstanding; provided, that
the requirements of this Section 2.09 are met. If required by the Trustee or
the Company, an indemnity bond must be furnished that is sufficient in the
judgment of both the Trustee and the Company to protect the Company, the
Trustee or any Agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge such Holder for its reasonable expenses and
the expenses of the Trustee in replacing a Note. If any such mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay such Note instead of issuing a
new Note in replacement thereof. Every replacement Note is an additional
obligation of the Company and shall be entitled to the benefits of this
Indenture.


27






 


     SECTION 2.10 Outstanding Notes.


     Notes outstanding at any time are all Notes that have been authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.10 as not outstanding. If a
Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless
and until the Trustee and the Company receive proof satisfactory to them that
the replaced Note is held by a bona fide purchaser. If the Paying Agent (other
than the Company or an Affiliate of the Company) holds on the maturity date
money sufficient to pay Notes payable on that date and is not prohibited from
paying such cash pursuant to the terms of this Indenture, then on and after
that date such Notes cease to be outstanding and interest on them shall cease
to accrue. A Note does not cease to be outstanding because the Company or one
of its Affiliates holds such Note; provided, however, that, in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any other obligor upon the
Notes or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or of such other obligor.


     SECTION 2.11 Temporary Notes.


     Until definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have insertions,
substitutions, omissions and other variations determined to be appropriate by
the Officers executing the temporary Notes, as evidenced by their execution of
such temporary Notes. If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 4.02, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall be
entitled to the same benefits under this Indenture as definitive Notes.


     SECTION 2.12 Cancellation.


     The Company at any time may deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee for
cancellation any Notes previously authenticated hereunder that the Company has
not issued and sold. Such delivery shall be accompanied by a Company Order.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for transfer, exchange or payment. The Trustee, or at the


28






 




direction of the Trustee, the Registrar or the Paying Agent (other than
the Company or an Affiliate thereof) shall cancel all Notes surrendered for
transfer, exchange, payment or cancellation in accordance with its normal
procedure. Subject to Section 2.09, the Company shall not issue new Notes to
replace Notes that it has paid or delivered to the Trustee for cancellation.


     SECTION 2.13 CUSIP Numbers.


     The Company in issuing the Notes may use “CUSIP,” “CINS” or “ISIN” numbers
(if then generally in use), and the Trustee shall use CUSIP, CINS or ISIN
numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders; provided, that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of redemption or exchange and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company shall promptly notify the Trustee of any change in any of
such numbers.


     SECTION 2.14 Defaulted Interest.


     If the Company defaults in a payment of interest on the Notes, it shall
pay, or shall deposit with the Paying Agent money in immediately available
funds sufficient to pay the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date. A special record date, as used in this Section
2.14 with respect to the payment of any defaulted interest, shall mean the 15th
day next preceding the date fixed by the Company for the payment of defaulted
interest, whether or not such day is a Business Day. At least 15 days before
the subsequent special record date, the Company shall mail to each Holder and
to the Trustee a notice that states the subsequent special record date, the
payment date and the amount of defaulted interest to be paid.


ARTICLE THREE

REDEMPTION



     SECTION 3.01 Right of Redemption.


     The Notes may be redeemed, at the Company’s option, in whole or in part,
at any time or from time to time, on or after January 1, 2006, and prior to
maturity, at the following Redemption Prices (expressed in percentages of
Accreted Value), plus accrued and unpaid interest, to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
that is on or prior to the Redemption Date to receive interest due on an
Interest Payment Date), if redeemed during the 12-month period commencing
January 1 of the years set forth below:



	 	 	 	 	 
	Year
	 


        	 	Redemption Price
	2006
	 	 	106.50	%
	2007
	 	 	103.25	%
	2008 and thereafter
	 	 	100.00	%




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     SECTION 3.02 Notices to Trustee.


     If the Company elects to redeem Notes pursuant to Section 3.01, it shall
notify the Trustee in writing of the Redemption Date and the principal amount
of Notes to be redeemed. The Company shall give each notice provided for in
this Section 3.02 in an Officers’ Certificate at least 45 days before the
Redemption Date (unless a shorter period shall be satisfactory to the Trustee).


     SECTION 3.03 Selection of Notes to Be Redeemed.


     If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed in compliance with the requirements, as
certified to it by the Company, of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not listed on a
national securities exchange, on a pro rata basis, by lot or by such other
method as the Trustee in its sole discretion shall deem fair and appropriate;
provided, that no Notes of $1.00 in principal amount or less shall be redeemed
in part. The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption. Notes in denominations of $1.00 in
principal amount may only be redeemed in whole. The Trustee may select for
redemption portions (equal to $1.00 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1.00 in
principal amount. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.


     SECTION 3.04 Notice of Redemption.


     With respect to any redemption of Notes pursuant to Section 3.01, at least
30 days but not more than 60 days before a Redemption Date, the Company shall
mail a notice of redemption by first class mail to each Holder whose Notes are
to be redeemed at such Holder’s last address as it appears in the Note
Register. The notice shall identify the Notes (including CUSIP, CINS or ISIN
number(s)) to be redeemed and shall state: (1) the Redemption Date; (2) the
Redemption Price, including the amount of accrued interest to the paid; (3) the
name and address of the Paying Agent; (4) that Notes called for redemption must
be surrendered to the Paying Agent in order to collect the Redemption Price;
(5) that, unless the Company defaults in making the redemption payment,
interest on Notes called for redemption ceases to accrue (and the Accreted
Value of the Notes called for redemption ceases to increase) on and after the
Redemption Date and the only remaining right of the Holders is to receive
payment of the Redemption Price plus accrued interest to the Redemption Date
upon surrender of the Notes to the Paying Agent; (6) that, if any Note is being
redeemed in part, the portion of the principal amount (equal to $1.00 in
principal amount or any integral multiple thereof) of such Note to be redeemed
and that, on and after the Redemption Date, upon surrender for cancellation of
such Note to the Paying Agent, a new Note or Notes in principal amount equal to
the unredeemed portion thereof will be reissued without charge to the Holder;
and (7) that, if any Note contains a CUSIP, CINS or ISIN number as provided in
Section 2.13, no representation is being made as to the correctness of the
CUSIP, CINS or ISIN number either as printed on the Notes or as contained in
the notice of redemption and that reliance may be placed only on the other
identification numbers printed on the Notes. At the Company’s request (which
request may be revoked by the Company at any


30






 




time prior to the time at which the Trustee shall have given such notice
to the Holders), made in writing to the Trustee at least 30 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders, the Company shall concurrently deliver to the Trustee an Officers’
Certificate stating that such notice has been given.


     SECTION 3.05 Effect of Notice of Redemption.


     Once notice of redemption is mailed, Notes called for redemption become
due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Notes shall be paid at the Redemption
Price, plus accrued interest to the Redemption Date. Notice of redemption
shall be deemed to be given when properly mailed pursuant to Section 3.04,
whether or not the Holder receives the notice. In any event, failure to give
such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of Notes held by Holders to whom such notice was
properly given.


     SECTION 3.06 Deposit of Redemption Price.


     On or prior to any Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company is acting as its own Paying Agent, shall
segregate and hold in trust as provided in Section 2.05) money in immediately
available funds sufficient to pay the Redemption Price of and accrued interest
on all Notes or portions thereof to be redeemed on that date other than Notes
or portions thereof called for redemption on that date that have been delivered
by the Company to the Trustee for cancellation. The Paying Agent shall promptly
return to the Company any money deposited with the Paying Agent by the Company
in excess of the amounts necessary to pay the Redemption Price of, and accrued
and unpaid interest on, all Notes to be redeemed.



     SECTION 3.07 Payment of Notes Called for Redemption.



     If notice of redemption has been given in the manner provided above, the
Notes or portion of Notes specified in such notice to be redeemed shall become
due and payable on the Redemption Date at the Redemption Price stated therein,
together with accrued interest to such Redemption Date, and on and after such
date (unless the Company shall default in the payment of such Notes at the
Redemption Price and accrued interest to the Redemption Date, in which case the
principal, until paid, shall bear interest from the Redemption Date at the rate
prescribed in the Notes), such Notes shall cease to accrue interest. Upon
surrender of any Note for redemption in accordance with a notice of redemption,
such Note shall be paid and redeemed by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders registered as such at the close of
business on the relevant Regular Record Date.


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     SECTION 3.08 Notes Redeemed in Part.


     Upon surrender of any Note that is redeemed in part, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder without
charge a new Note of equal Accreted Value to the unredeemed portion of such
surrendered Note.


ARTICLE FOUR

COVENANTS



     SECTION 4.01 Payment of Notes.


     The Company shall pay or cause to be paid the Accreted Value of, premium,
if any, and interest on the Notes on the dates and in the manner provided in
the Notes and this Indenture. An installment of Accreted Value, premium, if
any, or interest shall be considered paid on the date due if the Trustee or
Paying Agent (other than the Company, a Subsidiary of the Company, or any
Affiliate of any of them) holds on that date money designated for and
sufficient to pay the installment in a timely manner and is not prohibited from
paying such money to the Holders of the Notes pursuant to the terms of this
Indenture. The Company will pay interest on overdue Accreted Value at the rate
and in the manner provided in the Notes; it shall pay interest on overdue
installments of interest at the same rate and in the same manner, to the extent
lawful.


     SECTION 4.02 Maintenance of Office or Agency.


     The Company will maintain in the Borough of Manhattan, the City of New
York an office or agency where Notes may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 12.02 or at the address of the Trustee’s designee.
The Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. The Company hereby
initially designates the Corporate Trust Office of the Trustee, located in the
Borough of Manhattan, the City of New York, as such office of the Company in
accordance with this Section 4.02 and Section 2.04.


     SECTION 4.03 Limitation on Indebtedness.


     (a)  No Restricted Group Member shall (i) Incur any Indebtedness (other
than the Notes, the New MEFA, the New EFA, Guarantees of the Notes, the New
MEFA or the New EFA and other Indebtedness existing on the Effective Date); or
(ii) issue any Redeemable Stock; provided, that, after the first anniversary of
the Effective Date, the Restricted Group Members


32






 




may Incur Indebtedness, if, after giving effect to the Incurrence of such
Indebtedness and the receipt and application of the proceeds therefrom on a pro
forma basis, the Consolidated Leverage Ratio would not be greater than: (A) 5
to 1 during the period from the day after the first anniversary of the
Effective Date through the day of the second anniversary of the Effective Date;
(B) 4.5 to 1 during the period from the day after the second anniversary of the
Effective Date through the day of the third anniversary of the Effective Date;
(C) 4 to 1 during the period from the day after the third anniversary of the
Effective Date through the day of the fourth anniversary of the Effective Date;
and (D) 3.5 to 1 on any day after the fourth anniversary of the Effective Date
(the foregoing permitted ratios for the applicable period specified being
referred to in this Indenture, collectively, as the “Permitted Consolidated
Leverage Ratios” and each as a “Permitted Consolidated Leverage Ratio”).


     (b)  Notwithstanding the provisions of Section 4.03(a), the Restricted
Group Members (except as specified below) may Incur each and all of the
following at any time:



		
	 	        (1) Indebtedness outstanding at any time in an aggregate principal
amount not to exceed $50 million for all Restricted Group Members (other
than NII Brazil), collectively, less any amount of such Indebtedness
permanently repaid as provided under Section 4.10;
	 
	 	        (2) Indebtedness (other than Indebtness of NII Brazil) (A) to the
Company or NII evidenced by an unsubordinated promissory note or (B) to
any other Restricted Group Member; provided, that any event that results
in any such Restricted Group Member ceasing to be a Restricted Group
Member or any subsequent transfer of such Indebtedness (other than to the
Company or another Restricted Group Member) shall be deemed, in each
case, to constitute an Incurrence of such Indebtedness not permitted by
this clause (2);
	 
	 	        (3) Indebtedness issued in exchange for, or the net proceeds of
which are used to refinance or refund, then outstanding Indebtedness
(other than Indebtedness Incurred under clause (1), (2), (4), (5), (6) or
(7) of this Section 4.03(b)) or any refinancings thereof in an amount not
to exceed the amount so refinanced or refunded (plus required premiums,
accrued interest, and fees and expenses paid to Persons who are not
Affiliates of the Company); provided that Indebtedness, the proceeds of
which are used to refinance or refund the Notes or Indebtedness that is
pari passu with, or subordinated in right of payment to the Notes, shall
only be permitted under this clause (3) if (a) if the Notes are
refinanced in part or the Indebtedness to be refinanced is pari passu
with the Notes, such new Indebtedness, by its terms or by the terms of
any agreement or instrument pursuant to which such new Indebtedness is
outstanding, is expressly made pari passu with, or subordinate in right
of payment to, the remaining Notes, (b) if the Indebtedness to be
refinanced is subordinated in right of payment to the Notes, such new
Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such new Indebtedness is issued or remains outstanding,
is expressly made subordinate in right of payment to the Notes at least
to the extent that the Indebtedness to be refinanced is subordinated to
the Notes and (c) such new Indebtedness, determined as of the date of
Incurrence of such new Indebtedness, does not mature prior to the Stated
Maturity of the Indebtedness to be refinanced or refunded, and the
Average Life of such new



33






 





		
	 	Indebtedness is at least equal to the remaining Average Life of the
Indebtedness to be refinanced or refunded; provided further, that in no
event may Indebtedness of the Company or NII be refinanced by means of
any Indebtedness of any other Restricted Group Member pursuant to this
clause (3);




		
	 	        (4) Indebtedness (a) in respect of performance, surety or appeal
bonds provided in the ordinary course of business, (b) under Currency
Agreements and Interest Rate Agreements; provided, that such agreements
(x) are designed solely to protect any Restricted Group Member
against fluctuations in foreign currency exchange rates or interest rates
and (y) do not increase the Indebtedness of the obligor outstanding at
any time other than as a result of fluctuations in foreign currency
exchange rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder; or (c) arising from agreements providing
for indemnification, adjustment of purchase price or similar obligations,
or from Guarantees or letters of credit, surety bonds or performance
bonds securing any obligations of any Restricted Group Member pursuant to
such agreements, in any case Incurred in connection with the disposition
of any business, assets or Equity Interests in any Restricted Group
Member (other than Guarantees of Indebtedness Incurred by any Person
acquiring all or any portion of such business, assets or Equity Interests
for the purpose of financing such acquisition), in a principal amount not
to exceed the gross proceeds actually received by the Restricted Group
Members Incurring such Indebtedness in connection with such disposition;
	 
	 	        (5) Indebtedness to the extent the net proceeds thereof are promptly
(a) used to purchase Notes tendered in an Offer to Purchase made as a
result of a Change in Control or (b) deposited to defease the Notes as
set forth in Article Ten;
	 
	 	        (6) Guarantees of the Notes, the New MEFA and the New EFA;
Guarantees by NII of Permited Tower Transactions; Guarantees of
Indebtedness Incurred under Section 4.03(b)(1); and Guarantees of other
Indebtedness of the Company or NII by any Restricted Group Member,
provided, that the Guarantee of such Indebtedness is permitted by and
made in accordance with Section 4.07; and
	 
	 	        (7) Indebtedness Incurred as part of a Permitted Tower Transaction.



     (c)  Notwithstanding any other provision of this Section 4.03, the maximum
amount of Indebtedness that the Restricted Group Members may Incur pursuant to
this Section 4.03 shall be deemed not to have been exceeded, with respect to
any outstanding Indebtedness, due solely to the result of fluctuations in the
exchange rates of currencies.


     (d) For purposes of determining any particular amount of Indebtedness
under this Section 4.03, Guarantees of, Liens securing or other obligations
with respect to letters of credit supporting Indebtedness otherwise included in
the determination of such particular amount shall not be included. For
purposes of determining compliance with this Section 4.03, if an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described above, the Company, in its sole discretion, shall classify such item
of Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses and may reclassify the Indebtedness from
time to time.


34






 


     SECTION 4.04 Limitation on Restricted Payments.


     (a)  No Restricted Group Member may, directly or indirectly:



		
	 	        (1) declare or pay any dividend or make any distribution on or with
respect to its Equity Interests (other than (x) dividends or
distributions payable solely in shares of its Capital Stock (other than
Redeemable Stock) or in options, warrants or other rights to acquire
shares of such Capital Stock and (y) pro rata dividends or distributions
on its Capital Stock held by Persons other than another Restricted Group
Member, provided, that any Restricted Group Member holding shares of
Capital Stock of such dividend-or distribution-paying Restricted Group
Member shall receive such pro rata dividends or distributions as may be
due to such Restricted Group Member at or prior to the payment of such
pro rata dividends or distributions to such other Persons); provided,
that no such dividend or distribution may be declared, paid or made to an
entity referred to in the definition of NII Brazil other than by another
entity referred to in the definition of NII Brazil;
	 
	 	        (2) purchase, redeem, retire or otherwise acquire for value any
Equity Interest in (a) a Restricted Group Member, which Equity Interest
is held by (i) NII Brazil, (ii) any Affiliate of the Company that is not
a Restricted Group Member (other than NII Brazil), or (iii) any holder
(or any Affiliate of such holder) of 5% or more of the Capital Stock of
NII, or (b) NII, any Unrestricted Subsidiary or any Unrestricted
Affiliate;
	 
	 	        (3) make any principal payment, or redemption, repurchase,
defeasance, or other acquisition or retirement for value prior to the
scheduled dates of payment, of Indebtedness of any Restricted Group
Member that is subordinated in right of payment to the Notes (other than
the purchase, repurchase or the acquisition of Indebtedness in
anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in any case due within one year of the
date of purchase, repurchase or acquisition);
	 
	 	        (4) make any Investment in NII Brazil (other than a Permitted
Investment) unless, at the time of, and after giving effect to, the
proposed Investment:




		
	 	        (A) no Default or Event of Default would exist; and
	 
	 	        (B) such Investment, together with the aggregate amount of all
other Investments governed by this clause (4) together with those
governed by clause (5) below made after the Effective Date would
not exceed the Permitted Amounts. The amount of any such Investment
if other than cash shall be its fair market value; or




		
	 	        (5) make any Investment (other than a Permitted Investment) in any
Person other than NII Brazil (such payments and any other actions
described in this clause (5) or in any of clauses (1) through (4) above
being collectively referred to as “Restricted Payments”) unless, at the
time of, and after giving effect to, the proposed Investment:




		
	 	        (A) no Default or an Event of Default would exist;



35






 






		
	 	        (B) the Consolidated Leverage Ratio would not be greater than
the applicable Permitted Consolidated Leverage Ratio; provided,
however, that no Restricted Group Member may make any such
Investment before the date on which internal financial statements
are available for the first fiscal quarter of NII ending following
the Effective Date, and provided further, that with respect to any
such Investment made on or before the first anniversary of the
Effective Date, the applicable Permitted Consolidated Leverage
Ratio will be deemed to be 5 to 1; and
	 
	 	        (C) such Investment, together with the aggregate amount of all
other Investments governed by this clause (5) or clause (4) above
(other than Permitted Investments) made after the Effective Date
would not exceed the Permitted Amounts. The amount of any such
Investment, if other than cash, shall be its fair market value.



     (b)  This Section 4.04 shall not be violated by reason of:



		
	 	        (1) the payment of any dividend within 60 days after the date of
declaration thereof if, at said date of declaration, such payment would
comply with this Section 4.04;
	 
	 	        (2) the redemption, repurchase, defeasance or other acquisition or
retirement for value of Indebtedness, other than Indebtedness of NII
Brazil, that is subordinated in right of payment to the Notes including
premium, if any, and accrued and unpaid interest, with the proceeds of,
or in exchange for, Indebtedness Incurred in accordance with Section
4.03(b)(3) or a substantially concurrent offering of shares of Capital
Stock (other than Redeemable Stock) of NII;
	 
	 	        (3) the repurchase, redemption or other acquisition of Capital Stock
of NII (or options, warrants or other rights to acquire such Capital
Stock) in exchange for, or out of the proceeds of a substantially
concurrent offering of, shares of Capital Stock (other than Redeemable
Stock) of NII;
	 
	 	        (4) the making of any principal payment or the repurchase,
redemption, retirement, defeasance or other acquisition for value of
Indebtedness of NII which is subordinated in right of payment to the
Notes in exchange for, or out of the proceeds of, a substantially
concurrent offering of, shares of the Capital Stock of NII (other than
Redeemable Stock);
	 
	 	        (5) payments or distributions, to dissenting stockholders pursuant
to applicable law and in connection with a consolidation, merger or
transfer of assets that complies with Article Five of this Indenture;
	 
	 	        (6) Investments acquired as a capital contribution to NII, or in
exchange for Capital Stock (other than Redeemable Stock) of NII;
	 
	 	        (7) the repurchase, redemption or other acquisition for value of
Capital Stock of a Restricted Group Member to the extent necessary to
prevent the loss or secure the



36






 





		
	 	renewal or reinstatement of any material license or franchise held
by such Restricted Group Member from any governmental agency; or
	 
	 	        (8) Investments in a Person (other than NII Brazil) which has ceased
to be a Restricted Affiliate, or ceases to observe a covenant provision
applicable to it, as a result of an Involuntary Event; provided, that (x)
such Investment is made with the proceeds of a substantially concurrent
capital contribution to, or sale of Capital Stock (other than Redeemable
Stock) of, the Company or NII and (y) after such Investment such
Involuntary Event shall no longer continue and such Person shall be a
Restricted Affiliate;



provided, that, except in the case of clauses (1) and (3) of this Section
4.04(b), no Default or Event of Default shall exist.


     (c)  Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment is permitted under this Section 4.04 and setting forth the
basis upon which the calculations required by this Section 4.04 were computed,
which calculations may be based upon NII’s latest available financial
statements.


     SECTION 4.05 Limitation on Dividends and Other Payments to Restricted
Group Members.


     (a)  No Restricted Group Member shall, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Restricted Group
Member to (a) pay dividends or make any other distributions permitted by
applicable law on any Capital Stock of such Restricted Group Member owned by
any other Restricted Group Member, (b) pay any Indebtedness owed to the Company
or any other Restricted Group Member, (c) make loans or advances to the Company
or any other Restricted Group Member, (d) transfer any of its property or
assets to the Company or any other Restricted Group Member, or (e) Guarantee
any Indebtedness of the Company or any other Restricted Group Member. The
foregoing provisions shall not restrict any encumbrances or restrictions:



		
	 	        (1) existing on the Effective Date in this Indenture or any other
agreements in effect on the Effective Date, and any extensions,
refinancings, renewals or replacements of such agreements permitted under
this Indenture; provided, that the encumbrances and restrictions in any
such extensions, refinancings, renewals or replacements are no less
favorable in any material respect to the Holders than those encumbrances
or restrictions that are then in effect and that are being extended,
refinanced, renewed or replaced;
	 
	 	        (2) existing under or by reason of applicable law;
	 
	 	        (3) existing with respect to any Person or the property or assets of
such Person acquired by any Restricted Group Member, existing at the time
of such acquisition and not incurred in contemplation thereof, which
encumbrances or restrictions are not applicable to any Person or the
property or assets of any Person other than such Person or the property
or assets of such Person so acquired;



37






 






		
	 	        (4) in the case of clause (d) of the first paragraph of this Section
4.05(a), (A) that restrict in a customary manner the subletting,
assignment or transfer of any property or asset that is a lease, license,
conveyance or contract or similar property or asset, (B) existing by
virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of any Restricted Group
Member not otherwise prohibited by this Indenture or (C) arising or
agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract
from the value of property or assets of any Restricted Group Member in
any manner material to any Restricted Group Member; or
	 
	 	        (5) with respect to a Restricted Group Member and imposed pursuant
to an agreement that has been entered into for the sale or disposition of
all or substantially all of the Capital Stock of, or property and assets
of, such Restricted Group Member.



     (b)  Nothing contained in this Section 4.05 shall prevent any Restricted
Group Member from (1) creating, incurring, assuming or suffering to exist any
Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other
disposition of property or assets of any Restricted Group Member that secures
Indebtedness of any Restricted Group Member.


     SECTION 4.06 Limitation on the Issuance and Sale of Capital Stock of
Restricted Group Members.


     No Restricted Group Member will, directly or indirectly, issue or sell or
otherwise transfer any shares of Capital Stock of a Restricted Group Member
other than NII (including options, warrants or other rights to purchase shares
of such Capital Stock), except:



		
	 	        (1) to NII or a Wholly Owned Restricted Subsidiary of NII;
	 
	 	        (2) issuances of director’s qualifying shares or sales to foreign
nationals of shares of Capital Stock of a foreign Restricted Group
Member, to the extent required by applicable law; and
	 
	 	        (3) if, immediately after giving effect to such issuance, sale or
transfer such Restricted Group Member would no longer constitute a
Restricted Group Member, provided, that any Investment in such Person
remaining after giving effect to such issuance, sale or transfer would
have been permitted to be made under Section 4.04 if made immediately
after such issuance, sale or transfer, and provided, that the Net Cash
Proceeds, if any, of such sale are applied in accordance with Section
4.10 or such sales are excluded from the definition of “Asset Sale.”



     SECTION 4.07 Limitation on Guarantees by Restricted Group Members.


     (a)  Other than NII’s Guarantee of Permitted Tower Transactions, Guarantees
of Indebtedness Incurred under Section 4.03(b)(1), Guarantees of the New MEFA
and the New EFA and the Note Guarantees, no Restricted Group Member shall,
directly or indirectly, Guarantee any Indebtedness that is pari passu with or
subordinate in right of payment to the Notes (“guaranteed indebtedness”),
unless:


38






 



		
	 	        (1) such Restricted Group Member is or simultaneously becomes a
Guarantor (or is the Company); and
	 
	 	        (2) such Restricted Group Member waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against any
other Restricted Group Member as a result of any payment by such
Restricted Group Member under its Note Guarantee; provided, that this
paragraph shall not be applicable to (x) any Guarantee of any Restricted
Group Member that existed at the time such Person became a Restricted
Group Member and was not Incurred in connection with, or in contemplation
of, such Person becoming a Restricted Group Member or (y) any Guarantee
of any Restricted Group Member of Indebtedness Incurred under a revolving
credit, vendor financing, working capital facility or other credit
facility permitted by Section 4.03. If the guaranteed indebtedness is
(A) pari passu with the Notes, then the guarantee of such guaranteed
indebtedness shall be pari passu with, or subordinated to, the Note
Guarantee or (B) subordinated to the Notes, then the Guarantee of such
guaranteed indebtedness shall be subordinated to the Note Guarantee at
least to the extent that the guaranteed indebtedness is subordinated to
the Notes. Notwithstanding the foregoing, any Note Guarantee by a
Restricted Group Member other than NII may provide by its terms that it
shall be automatically and unconditionally released and discharged upon
(1) any sale, exchange or transfer to any Person not an Affiliate of the
Company, of all of each Restricted Group Member’s Capital Stock in, or
all or substantially all the assets of, such Restricted Group Member
(which sale, exchange or transfer is not prohibited by this Indenture) or
(2) the release or discharge of the guarantee that resulted in the
creation of such Note Guarantee, except a discharge or release by or as a
result of payment under such guarantee.



     (b)  Notwithstanding the provisions of Section 4.07(a), no Restricted Group
Member may Guarantee Indebtedness of NII Brazil other than Guarantees of the
New EFA and Guarantees of Permitted Tower Transactions and NII in respect of Permitted Handset Obligations (as defined in the New MEFA and the New EFA).


     SECTION 4.08 Limitation on Transactions with Affiliates.


     (a)  No Restricted Group Member shall, directly or indirectly, enter into,
renew or extend any transaction (including, without limitation, the purchase,
sale, lease or exchange of property or assets, or the rendering of any service)
with any holder (or any Person known by the Company or NII to be an Affiliate
of such holder) of 5% or more of any class of Capital Stock of NII or with any
Affiliate of any Restricted Group Member, except upon fair and reasonable terms
no less favorable to such Restricted Group Member than could be obtained, at
the time of such transaction or, if such transaction is pursuant to a written
agreement, at the time of the execution of the agreement providing therefor, in
a comparable arm’s-length transaction with a Person that is not such a holder
or an Affiliate; provided, that the foregoing limitation does not limit, and
shall not apply to:



		
	 	        (1) transactions (A) approved by a majority of the disinterested
members of the Board of Directors of NII as evidenced by a Board
Resolution of NII, or (B) for which a Restricted Group Member delivers to
the Trustee a written opinion of a nationally



39






 





		
	 	recognized investment banking firm stating that the transaction is
fair to such Restricted Group Members from a financial point of view;




		
	 	        (2) any transaction solely between NII and any of its Wholly Owned
Restricted Subsidiaries or solely between Wholly Owned Restricted
Subsidiaries of NII, other than transactions involving NII Brazil;
	 
	 	        (3) any transaction solely between the entities comprising NII
Brazil;
	 
	 	        (4) the payment of fees to, and the provision of reasonable and
customary indemnity on behalf of, directors of the Company, NII and NII’s
Restricted Subsidiaries in respect of their capacity as such;
	 
	 	        (5) any Restricted Payment permitted by Section 4.04;
	 
	 	        (6) payments and other transactions contemplated by the Overhead
Services Agreement, the Spectrum Sharing Agreement, the Standstill
Agreement, or the Trademark License Agreement, each case as in effect on
the Effective Date; or
	 
	 	        (7) any transaction between any Restricted Group Member and Nextel
or any Subsidiary of Nextel; provided, that such transaction is on an
arm’s-length basis and in the ordinary course of business.



     (b)  Notwithstanding the foregoing, any transaction or series of related
transactions permitted by Section 4.08(a) and not covered by clauses (2)
through (6) of Section 4.08(a) and involving aggregate consideration which
exceeds $10 million, must be approved or determined to be fair in the manner
provided in clauses (A) and (B) of Section 4.08(a)(1).


     SECTION 4.09 Limitation on Liens.


     No Restricted Group Member shall, directly or indirectly, create, incur,
assume or suffer to exist any Lien on any of its assets or properties of any
character, or any shares of Capital Stock or Indebtedness of any Restricted
Group Member. The foregoing limitation shall not apply to:



		
	 	        (1) Liens existing on the Effective Date;
	 
	 	        (2) Liens created in favor or for the benefit of the Holders;
	 
	 	        (3) Liens with respect to the assets of a Restricted Group Member
granted by such Restricted Group Member to NII or a Wholly Owned
Restricted Subsidiary of NII to secure Indebtedness owing to NII or such
Wholly Owned Restricted Subsidiary;
	 
	 	        (4) Liens securing Indebtedness of up to $50 million Incurred
pursuant to Section 4.03(b)(1) or Guarantees of such Indebtedness; and
	 
	 	        (5) Permitted Liens.



40






 





     SECTION 4.10 Limitation on Asset Sales.


     (a)  Other than Asset Sales of the assets of NII Philippines (which Asset
Sales shall not count against the $5 million threshold referred to in the
proviso to this Section 4.10(a)), no Restricted Group Member shall consummate
any Asset Sale, unless:



		
	 	        (1) such Restricted Group Member receives consideration at the time
of such Asset Sale at least equal to the fair market value (as evidenced
by an Officers’ Certificate) of the assets subject to such Asset Sale;
	 
	 	        (2) at least 75% of the consideration received by such Restricted
Group Member in respect of such Asset Sale is in the form of (a) cash or
Cash Equivalents or (b) liabilities of a Restricted Group Member (other
than liabilities that are by their terms subordinated to the Notes or any
Note Guarantee) that are assumed by the transferee of such assets if,
following such Asset Sale, there is no further recourse to any Restricted
Group Member with respect to such liabilities; and
	 
	 	        (3) within 12 months of such Asset Sale, the Net Cash Proceeds
thereof, at NII’s election, are (a) invested in assets related to the
business of NII and its Restricted Subsidiaries in a manner permitted
under Section 4.04 or (b)(i) with respect to Net Cash
Proceeds from the sale of MEFA Collateral (A) used to repay and permanently reduce Indebtedness
under the New MEFA, Indebtedness Incurred pursuant to
Section 4.03(b)(3) (as long as the proceeds of Indebtedness
Incurred pursuant to Section 4.03(b)(3) are used to refinance and
replace the Indebtedness under the New MEFA) or Indebtedness Incurred pursuant to Section
4.03(b)(1) or (B) to the extent not used as provided in
clause (b)(i)(A), (such unused funds being hereinafter
referred to as “Excess Proceeds”) applied on a pro
rata basis to pay Indebtedness under the New EFA and to make an offer to purchase
Notes as described below (an “Excess Proceeds
Offer”), and (ii) with respect to Net Cash Proceeds from the
sale of EFA Collateral (A) used to repay and permanently reduce
Indebtedness under the New EFA, Indebtedness Incurred pursuant to Section
4.03(b)(3) (as long as the proceeds of Indebtedness Incurred pursuant
to Section 4.03(b)(3) are used to refinance and replace the
Indebtedness under the New EFA) or Indebtedness Incurred pursuant to
Section 4.03(b)(1) or (B) to the extent not used as provided in
clause (b)(ii)(A), (such unused funds being hereinafter referred to
as “Excess Proceeds”) applied on a pro rata basis to pay
Indebtedness under the New MEFA and to make an Excess Proceeds Offer;



provided, that the Company will not be required to make an Excess Proceeds
Offer at any time unless the aggregate amount of Net Cash Proceeds from all
Asset Sales shall exceed $5 million. Pending the final application of any such
Net Cash Proceeds, the selling Restricted Group Member, the Company or NII may
temporarily invest such Net Cash Proceeds in Cash Equivalents.


     (b)  Notwithstanding the provisions of Section 4.10(a), to the extent that
any or all of the Net Cash Proceeds from any Asset Sale involving assets
located outside the Cayman Islands are prohibited or delayed by applicable
local law from being repatriated to the Cayman Islands and such Net Cash
Proceeds are not actually applied in accordance with the foregoing paragraph,
the Company shall not be required to apply the portion of such Net Cash
Proceeds so affected and may permit such Restricted Group Member to retain such
portion of such Net Cash Proceeds so long, but only so long, as the applicable
local law will not permit repatriation to the Cayman Islands. The applicable
Restricted Group Member shall promptly take all actions required by the
applicable local law to permit such repatriation and once such repatriation is
permitted, such repatriation will be immediately effected and such repatriated
Net Cash Proceeds will be promptly applied in the manner set forth in this
covenant as if the Asset Sale had occurred on such date above; provided that to
the extent the Company determines in good faith that repatriation of any or all
of the Net Cash Proceeds of such Asset Sale would have a material


41






 




adverse tax consequence, such Net Cash Proceeds may be retained by the
applicable Restricted Group Member for so long as such material adverse tax
event would continue, provided, that no Default or Event of Default exists.


     (c)  If the Company elects, or becomes obligated to make, an Excess
Proceeds Offer, the Company will, within 30 days, make an Offer to Purchase
Notes having an aggregate Accreted Value of Notes equal to the Excess Proceeds
at a purchase price equal to 100% of the aggregate Accreted Value plus accrued
and unpaid interest, if any, to the payment date stated in the Offer to
Purchase. If the aggregate purchase price for the Notes tendered pursuant to
the Excess Proceeds Offer is less than the Excess Proceeds, NII and its
Restricted Subsidiaries may use the portion of the Excess Proceeds remaining
after payment of such purchase price for general corporate purposes.


     (d)  Each Excess Proceeds Offer will remain open for a period of at least
20 business days. On the Payment Date, the Company shall, to the extent lawful
(A) accept for payment on a pro rata basis Notes or portions thereof tendered
pursuant to the Offer to Purchase; (B) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
tendered and accepted; and (C) deliver, or cause to be delivered, to the
Trustee all Notes or portions thereof so accepted, together with an Officers’
Certificate specifying the Notes or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail to such Holders a new Note equal in
Accreted Value to any unpurchased portion of the Note surrendered; provided,
that each Note purchased and each new Note issued shall be in a principal
amount of $1.00 or integral multiples thereof. The Company will publicly
announce the results of an Offer to Purchase as soon as practicable after the
Payment Date. The Trustee shall act as the Paying Agent for an Offer to
Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and
any other securities laws and regulations to the extent such laws and
regulations are applicable.


     (e)  To the extent that the provisions of any securities laws or
regulations conflict with the “Asset Sale” provisions of this Indenture, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the “Asset Sale”
provisions of this Indenture by virtue thereof.


     SECTION 4.11 Repurchase of Notes upon a Change of Control.


     The Company must commence, within 30 days, and consummate within 60 days,
of the occurrence of a Change of Control, an Offer to Purchase for all Notes
then outstanding at a purchase price equal to 101% of the Accreted Value
thereof plus accrued interest to the Payment Date stated in the Offer to
Purchase. On the Payment Date, the Company shall, to the extent lawful (a)
accept for payment on a pro rata basis Notes or portions thereof tendered
pursuant to the Offer to Purchase; (b) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
tendered and accepted; and (c) deliver, or cause to be delivered, to the
Trustee all Notes or portions thereof so accepted together with an Officers’
Certificate specifying the Notes or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail to such Holders



42










 



a new Note equal in Accreted Value to any unpurchased portion of the Note
surrendered; provided, that each Note purchased and each new Note issued shall
be in a principal amount of $1.00 or integral multiples thereof. The Company
will publicly announce the results of an Offer to Purchase as soon as
practicable after the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with Rule 14e-1 under the
Exchange Act and any other securities laws and regulations to the extent such
laws and regulations are applicable. To the extent that any securities laws or
regulations conflict with the foregoing provisions of this Section 4.11, the
Company shall comply with such laws and regulations and shall not be deemed to
have breached its obligations under this Section 4.11 by virtue thereof.


     SECTION 4.12 Existence.


     Subject to Articles Four and Five of this Indenture, the Restricted Group
Members will do or cause to be done all things necessary to preserve and keep
in full force and effect its existence and the existence of the Company, NII
and each other Significant Group Member in accordance with their respective
organizational documents, and the rights (whether pursuant to charter,
partnership certificate, agreement, statute or otherwise), material licenses
and franchises of the Company, NII and each other Significant Group Member;
provided, that the Restricted Group Members shall not be required to preserve
any such right, license or franchise, or the existence of the Company, NII or
any other Significant Group Member if (a) the maintenance or preservation
thereof is no longer desirable in the conduct of the business of the Restricted
Group Members taken as a whole, or (b) the loss thereof is not materially
adverse to either the Restricted Group Members, taken as a whole, or the
ability of the Company to otherwise satisfy its obligations hereunder.


     SECTION 4.13 Payment of Taxes and Other Claims.


     Each Restricted Group Member shall pay or discharge, or cause to be paid
or discharged, before the same shall become delinquent (a) all material taxes,
assessments and governmental charges levied or imposed upon (1) it, (2) the
income or profits of any such Restricted Group Member which is a corporation or
which any Restricted Group Member is legally obligated to pay or discharge or
(3) the property of any such Restricted Group Member and (b) all material
lawful claims for labor, materials and supplies that, if unpaid, might by law
become a lien upon the property of any Restricted Group Member; provided, that
no Restricted Group Member shall be required to pay or discharge, or cause to
be paid or discharged, any such tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
have been established.


     SECTION 4.14 Maintenance of Properties and Insurance; Books and Records;
Compliance with Law.


     (a)  Each Restricted Group Member shall cause its respective properties
used or useful in the conduct of its respective business to be maintained and
kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
such Restricted Group Member may be necessary so that the business carried on
in connection


43






 




therewith may be properly conducted at all times; provided, that nothing
in this Section 4.14 shall prevent any Restricted Group Member from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the
judgment of such Restricted Group Member, desirable in the conduct of the
business of such Restricted Group Member. The Company will provide or cause to
be provided, for itself and the other Restricted Group Members, insurance
(including appropriate self-insurance) against loss or damage of the kinds
customarily insured against by Persons similarly situated and owning like
properties, with reputable insurers or with the government of the United States
of America, or an agency or instrumentality thereof, in such amounts, with such
deductibles and by such methods as shall be customary for Persons similarly
situated in the industry in which the Company or such Restricted Group Member,
as the case may be, is then conducting business.


     (b)  Each Restricted Group Member shall keep proper books of record and
account, in which full and correct entries shall be made of all business and
financial transactions of the Restricted Group Members and reflect on its
financial statements adequate accruals and appropriations to reserves, all in
accordance with GAAP consistently applied to the Restricted Group Members,
taken as a whole.


     (c)  Each Restricted Group Member shall comply with all statutes, laws,
ordinances, or government rules and regulations to which it is subject,
non-compliance with which would be materially adverse to either (i) the
Restricted Group Members, taken as a whole or (ii) to the ability of the
Company to otherwise satisfy its obligations hereunder.


     SECTION 4.15 Notice of Defaults.


     In the event that the Company becomes aware of any Default or Event of
Default the Company, promptly after it becomes aware thereof, will give written
notice thereof to the Trustee.


     SECTION 4.16 Compliance Certificates.


     (a) The Company shall deliver to the Trustee, within 45 days after the end
of each of its first three fiscal quarters of each of its fiscal years, and 90
days after the end of the last fiscal quarter of each fiscal year, an Officers’
Certificate stating whether or not the signers know of any Default or Event of
Default that occurred during such fiscal quarter. In the case of the Officers’
Certificate delivered within 90 days of the end of the Company’s fiscal year,
such certificate shall contain a certification from the principal executive
officer, principal financial officer or principal accounting officer that a
review has been conducted of the activities of the Restricted Group Members and
the Restricted Group Members’ performance under this Indenture and that, to the
knowledge of such Officers, the Restricted Group Members have complied with all
conditions and covenants under this Indenture. For purposes of this Section
4.16, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. If the signers of any
such Officers’ Certificate know of a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.16(a) shall
be for the first fiscal quarter of NII beginning after the execution of this
Indenture.


44






 


     (b)  So long as (and to the extent) not prohibited by the then current
recommendations of the American Institute of Certified Public Accountants, the
Company shall deliver to the Trustee, within 90 days after the end of the
Company’s fiscal year, a certificate signed by the Company’s independent
certified public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Notes as they relate
to financial matters, (ii) that they have read the most recent Officers’
Certificate delivered to the Trustee pursuant to paragraph (a) of this Section
4.16 and (iii) whether, in connection with their audit examination, anything
came to their attention that caused them to believe that the Company was not in
compliance with any of the provisions of Articles Four or Five of this
Indenture as they pertain to financial matters and, if any Default or Event of
Default has come to their attention, specifying the nature and period of
existence thereof; provided, that such independent certified public accountants
shall not be liable in respect of such statement by reason of any failure to
obtain knowledge of any such Default or Event of Default that would not be
disclosed in the course of an audit examination conducted in accordance with
generally accepted auditing standards in effect at the date of such
examination.


     (c)  Within 90 days of the end of each of the Company’s fiscal years, the
Company shall deliver to the Trustee a list of all Significant Group Members.
The Trustee shall have no duty with respect to any such list except to keep it
on file and available for inspection by the Holders.


     SECTION 4.17 Commission Reports and Reports to Holders.


     Whether or not the Company is required to file reports with the
Commission, for so long as any Notes are outstanding the Company shall file
with the Commission all such reports and other information as it would be
required to file with the Commission by Sections 13 and 15 under the Securities
Exchange Act of 1934 if it were subject thereto. Within 15 days of such
required filings, the Company shall supply the Trustee and each Holder or shall
supply to the Trustee for forwarding to each such Holder, without cost to such
Holder, copies of such reports and other information. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the compliance by each Restricted Group Member with any of
the covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). The Company also shall comply with the
other provisions of TIA Section 314(a). For as long as any of the Notes remain
outstanding and constitute “restricted securities” under Rule 144 under the
Securities Act, the Company shall provide the Trustee and the Holders with any
information required to be delivered pursuant to Rule 144(d)(4) under the
Securities Act.


     SECTION 4.18 Waiver of Stay, Extension or Usury Laws.


     The Restricted Group Members covenant (to the extent that they may
lawfully do so) that they will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive any
of them from paying all or any portion of the Accreted Value of, premium, if
any, or interest on the Notes as contemplated herein, wherever enacted, now or
at any time hereafter in force, or that may affect the covenants or the
performance of this Indenture;


45






 




and (to the extent that it may lawfully do so) the Restricted Group
Members hereby expressly waive all benefit or advantage of any such law and
covenants that they will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


     SECTION 4.19 Limitation on Sale-Leaseback Transactions.


     (a)  No Restricted Group Member shall enter into any sale-leaseback
transaction involving any of its assets or properties whether now owned or
hereafter acquired, whereby a Restricted Group Member sells or transfers such
assets or properties and then or thereafter leases such assets or properties or
any part thereof or any other assets or properties which a Restricted Group
Member, as the case may be, intends to use for substantially the same purpose
or purposes as the assets or properties sold or transferred.


     (b)  The restriction contained in Section 4.19(a) does not apply to any
sale-leaseback transaction for which:



		
	 	        (1) the lease is for a period, including renewal rights, of three
years or less;
	 
	 	        (2) the lease secures or relates to industrial revenue or pollution
control bonds;
	 
	 	        (3) the transaction is solely between NII and any Wholly Owned
Restricted Subsidiary of NII or solely between Wholly Owned Restricted
Subsidiaries of NII, other than any transaction involving NII Brazil;
	 
	 	        (4) such Restricted Group Member, within twelve months after the
sale or transfer of any assets or properties is completed, applies an
amount not less than the Net Cash Proceeds received from such sale in
accordance with Section 4.10; or
	 
	 	        (5) the transaction is a Permitted Tower Transaction.



     SECTION 4.20 Additional Note Guarantees.


     Other than the Company and Excluded Entities, each entity that is a
Restricted Group Member on the Effective Date shall execute and deliver to the
Trustee a Note Guarantee as of the Effective Date. Other than the Company and
Excluded Entities, each entity that becomes a Restricted Group Member after the
Effective Date, promptly upon such entity becoming a Restricted Group Member,
shall either (i) execute and deliver to the Trustee a Guarantor Accession Agreement in the
form of Exhibit B hereto or (ii) deliver evidence to the
Trustee that such entity has executed documents, or amendments to
existing documents, such that the obligations of the Company under
the Indenture have been guaranteed and secured as though such entity
were originally a Guarantor.


     SECTION 4.21 Advances to Excluded Entities.


     (a)  All advances to Excluded Entities made by the Company or any Guarantor
(other than (i) equity contributions and (ii) advances to a Restricted Group
Member with a maturity date of less than 90 days from the date of such advance
not to exceed, together with all advances to Excluded Entities, $5 million in
the aggregate) shall be evidenced by intercompany notes in favor of the Company
or Guarantor, as appropriate. Each such intercompany note must, to the extent
practicable, be secured by all assets of the applicable Excluded Entity.
Intercompany


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notes in favor of the Company shall be pledged pursuant to the Collateral
Documents to the Collateral Agent as Collateral to secure the Notes and the New EFA and the New MEFA. Each intercompany
note shall be payable upon demand and will bear interest at a rate equal to the
then current fair market interest rate.


     (b)  If an intercompany advance to an Excluded Entity is evidenced by an
intercompany note, and if the applicable Excluded Entity proposes to remit
monies to the holder of such intercompany note, such holder shall cause that
Excluded Entity to distribute such monies to the holder, directly or
indirectly, by means of a dividend or other manner and not as a repayment of
the Indebtedness evidenced by the applicable intercompany note; provided,
however, notwithstanding the foregoing, the Excluded Entity may at its
discretion (i) pay accrued interest on any intercompany note, and (ii) repay up
to 20% of the original principal balance of any intercompany note.


     SECTION 4.22 Designation of Affiliates and Subsidiaries.


     (a)  The Board of Directors of NII may designate any Restricted Affiliate
to be an Unrestricted Affiliate; provided, that a Minority Owned Affiliate that
is a Restricted Affiliate may not be designated as an “Unrestricted Affiliate”
unless (i) such Minority Owned Affiliate does not own any Capital Stock of, or
own or hold any Lien on any property of, any Restricted Group Member; (ii)
immediately after giving effect to such designation on a pro forma basis, the
Consolidated Leverage Ratio would not be greater than the applicable Permitted
Consolidated Leverage Ratio, and (iii) the creditors of such Minority Owned
Affiliate have no direct or indirect recourse (including, without limitation,
recourse with respect to the payment of principal or interest on Indebtedness
of such Minority Owned Affiliate) to the assets of any Restricted Group Member;
and provided further, that: (A) any Guarantee by any Restricted Group Member of
any Indebtedness of the Minority Owned Affiliate being so designated shall be
deemed an “Incurrence” of such Indebtedness and an “Investment” by such
Restricted Group Member in such Minority Owned Affiliate at the time of such
designation; (B) either (x) the Minority Owned Affiliate to be so designated
has total assets of $1,000 or less or (y) if such Minority Owned Affiliate has
assets greater than $1,000, such designation would be permitted under Section
4.04; (C) if applicable, the Incurrence of Indebtedness and the Investment
referred to in clause (A) of this proviso would be permitted under Sections
4.03 and 4.04; (D) the Investment resulting from operation of Section 4.22(f)
shall be permitted under Section 4.04; and (E) no Default or Event of Default
would exist.


     (b)  The Board of Directors of NII may designate any Minority Owned
Affiliate to be an Unrestricted Affiliate only if immediately after giving
effect to such designation (i) the liens and indebtedness of such Minority
Owned Affiliate outstanding immediately after such designation would, if
Incurred at such time, have been permitted to be Incurred for all purposes of
this Indenture, (ii) no Default or Event of Default would exist, and (iii)
immediately after giving effect to such designation, on a pro forma basis, the
Consolidated Leverage Ratio would not be greater than the applicable Permitted
Consolidated Leverage Ratio.


     (c)  The Board of Directors of NII may designate any Subsidiary as an
Unrestricted Subsidiary; provided, that a Subsidiary may not be designated as
an “Unrestricted Subsidiary” unless (i) such Subsidiary does not own any
Capital Stock of, or own or hold any Lien on any property of, any Restricted
Group Member, (ii) immediately after giving effect to such


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designation on a pro forma basis, the Consolidated Leverage Ratio would
not be greater than the applicable Permitted Consolidated Leverage Ratio, and
(iii) the creditors of such Subsidiary have no direct or indirect recourse
(including without limitation, recourse with respect to the payment of
principal or interest on Indebtedness of such Subsidiary) to the assets of any
Restricted Group Member; and provided further, that (A) any Guarantee by any
Restricted Group Member of any Indebtedness of the Subsidiary being so
designated shall be deemed an “Incurrence” of such Indebtedness and an
“Investment” by such Restricted Group Member in such Subsidiary at the time of
such designation; (B) either (x) the Subsidiary to be so designated has total
assets of $1,000 or less or (y) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under Section 4.04; (C) if
applicable, the Incurrence of Indebtedness and the Investment referred to in
clause (A) of this proviso would be permitted under Sections 4.03 and 4.04; (D)
the Investment resulting from operation of Section 4.22(g) shall be permitted
under Section 4.04; and (E) no Default or Event of Default would exist.


     (d)  The Board of Directors of NII may designate any Unrestricted
Subsidiary other than NII Argentina to be a Restricted Subsidiary only if
immediately after giving effect to such designation (i) the Liens and
Indebtedness of such Unrestricted Subsidiary outstanding immediately after such
designation would, if Incurred at such time, have been permitted to be Incurred
for all purposes of this Indenture, (ii) no Default or Event of Default would
exist, and (iii) immediately after giving effect to such designation, on a pro
forma basis, the Consolidated Leverage Ratio would not be greater than the
applicable Permitted Consolidated Leverage Ratio.


     (e)  Any designation by the Board of Directors of NII under Section
4.22(a)-(d) must be evidenced to the Trustee by promptly filing with the
Trustee a copy of the Board Resolution of NII giving effect to such designation
and an Officers’ Certificate of NII certifying that such designation complied
with the foregoing provisions.


     (f)  The Company shall be deemed to make an Investment in each Minority
Owned Affiliate designated as an “Unrestricted Affiliate” immediately following
such designation in an amount equal to the Investment in such Affiliate and its
subsidiaries immediately prior to such designation; provided, that if such
Affiliate is subsequently redesignated as a Restricted Affiliate the amount of
such Investment shall be deemed to be reduced (but not below zero) by the fair
market value of the net consolidated assets of such Affiliate on the date of
such redesignation.


     (g)  The Company shall be deemed to make an Investment in each Subsidiary
designated as an “Unrestricted Subsidiary” immediately following such
designation in an amount equal to the Investment in such Subsidiary and its
subsidiaries immediately prior to such designation; provided, that if such
Subsidiary is subsequently redesignated as a Restricted Subsidiary, the amount
of such Investment shall be deemed to be reduced (but not below zero) by the
fair market value of the net consolidated assets of such Subsidiary on the date
of such redesignation.


     (h) Notwithstanding the foregoing, NII may not take any action permitted
under Section 4.22 (a)-(d) before the date on which internal financial
statements are available for the first fiscal quarter of NII ending following
the Effective Date.


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     (i)  With respect to any designation permitted under Section 4.22 (a)-(d)
made on or before the first anniversary of the Effective Date, the applicable
Permitted Consolidated Leverage Ratio will be deemed to be 5 to 1.


ARTICLE FIVE

SUCCESSOR CORPORATION



     SECTION 5.01 When Company May Merge, Etc.


     Neither the Company nor NII shall consolidate with, merge with or into, or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (determined on a consolidated
basis for its Restricted Group Members), in one transaction or a series of
related transactions, to any Person or permit any Person to merge with or into
the Company or NII unless:



		
	 	        (1) the Company or NII shall be the continuing Person, or the Person
(if other than the Company or NII) formed by such consolidation or into
which the Company or NII is merged or that acquired or leased such
property and assets of the Company or NII shall expressly assume, all of
the obligations of the Company or NII (as the case may be) on all of the
Notes and under this Indenture and the Collateral Documents;
	 
	 	        (2) immediately after giving effect to such transaction, no Default
or Event of Default shall exist;
	 
	 	        (3) immediately after giving effect to such transaction, the Company
or any Person becoming the successor obligor of the Notes shall have a
Consolidated Net Worth equal to or greater than the Consolidated Net
Worth of NII immediately prior to such transaction;
	 
	 	        (4) immediately after giving effect to such transaction, the
Consolidated Leverage Ratio would not be greater than the applicable
Permitted Consolidated Leverage Ratio; provided, however, that no such
transaction will be permitted before the date on which internal financial
statements are available for the first fiscal quarter of NII ending
following the Effective Date; and provided further, that with respect to
any such transaction consummated before the first anniversary of the
Effective Date, the applicable Permitted Consolidated Leverage Ratio will
be deemed to be 5 to 1; and
	 
	 	        (5) the Company delivers to the Trustee an Officers’ Certificate
(attaching the arithmetic computations (which the Trustee shall have no
obligation whatsoever to verify) to demonstrate compliance with clauses
(3) and (4)) above and an Opinion of Counsel, in each case stating that
such consolidation, merger or transfer and such supplemental indenture
complies with this provision, that all conditions precedent provided for
herein relating to such transaction have been complied with and, in the
event that the continuing Person is organized under the laws of any
jurisdiction other than the United States of America or any jurisdiction
thereof, that this Indenture, the Notes and each of the Collateral
Documents constitute legal, valid and binding obligations of the
continuing Person, enforceable in accordance with their terms.



49






 





     SECTION 5.02 Successor Substituted.


     Upon any consolidation or merger, or any sale, conveyance, transfer, lease
or other disposition of all or substantially all of the property and assets of
the Company or NII in accordance with Section 5.01 of this Indenture, the
successor Person formed by such consolidation or into which the Company or NII
is merged or to which such sale, conveyance, transfer, lease or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or NII, as applicable, under this
Indenture with the same effect as if such successor Person had been named as
the Company or NII herein and thereafter the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Notes;
provided, that the Company shall not be released from its obligation to pay the
principal of, premium, if any, or interest on the Notes in the case of a lease
of all or substantially all of its property and assets.


ARTICLE SIX

DEFAULT AND REMEDIES



     SECTION 6.01 Events of Default.


     An “Event of Default” shall exist with respect to the Notes if any of the
following occurs and is continuing:


     (a)  the Company defaults in the payment of Accreted Value of (or premium,
if any, on) any Note when the same becomes due and payable, at Stated Maturity,
upon acceleration, redemption, required purchase or otherwise;


     (b)  the Company defaults in the payment of interest on any Note when the
same becomes due and payable, and such default continues for a period of 30
days;


     (c)  the Company fails to make or consummate a required Excess Proceeds
Offer in accordance with Section 4.10 or a required Offer to Purchase in
accordance with Section 4.11, or defaults in the observance of any material
provision of Section 5.01;


     (d)  any Restricted Group Member defaults in the performance of or breaches
any other covenant or agreement applicable to it contained in this Indenture or
the Notes (other than a default specified in clause (a), (b) or (c) above), any
Note Guarantee, or any Collateral Document that secures the Notes, and such
default or breach continues for a period of 30 consecutive days after written
notice shall have been given (i) by the Trustee to the Company or (ii) to the
Trustee and the Company by the Holders of 25% or more in aggregate Accreted
Value amount of the Notes;


     (e)  there occurs with respect to the New MEFA: (i) an event of default
that permits the lender(s) under the New MEFA to declare the New MEFA to be due
and payable prior to its Stated Maturity and the failure of the obligor to cure
or receive a waiver with respect to the event of default within 30 days after
its occurrence; (ii) an event of default and the declaration by the lender(s)
under the New MEFA that the New MEFA is due and payable prior to its Stated
Maturity; or (iii) an event of default and the request for payment by the

lender(s) under the New MEFA on any guarantee securing the New MEFA; provided,
however, that if an Event of


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Default occurs under clause (i), no Event of Default has occurred under
clauses (ii) or (iii) and the lender(s) under the New MEFA subsequently
waive(s) the event of default under the New MEFA, then the Event of Default
under clause (i) will also be waived without any further action of the
Noteholders or the Trustee;


     (f)  there occurs with respect to the New EFA an event of default and the
request for payment by the lender(s) under the New EFA on any Guarantee
securing the New EFA;


     (g)  there occurs with respect to Indebtedness (other than the New MEFA or
the New EFA) of any Restricted Group Member having an outstanding principal
amount of $10 million or more in the aggregate an event of default that permits
any holder thereof to declare such Indebtedness to be due and payable prior to
its Stated Maturity;


     (h)  any final judgment or order (not fully covered by insurance) for the
payment of money in excess of $10 million, individually or in the aggregate for
all such final judgments or orders against all such Persons (treating any
deductibles, self-insurance or retention as not so covered), shall be rendered
against any Restricted Group Member, and shall not be paid or discharged for
any period of 30 consecutive days, unless a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall be in
effect;


     (i)  a court having jurisdiction enters a decree or order for (A) relief in
respect of the Company or any Significant Group Member in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or any
Significant Group Member or for all or substantially all of the property and
assets of the Company or any Significant Group Member or (C) the winding up or
liquidation of the affairs of the Company or any Significant Group Member and,
in each case, such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days;


     (j)  the Company or any Significant Group Member (A) commences a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Group Member
or for all or substantially all of the property and assets of the Company or
any Significant Group Member or (C) effects any general assignment for the
benefit of creditors; or


     (k)  actual invalidity (or the assertion hereof by any Restricted Group
Member) of any Note Guarantee, Lien, priority status or the benefits of
subordination of other claims in respect of the Notes resulting from acts or
omissions of any Restricted Group Member, other than in accordance with the
terms hereof or thereof.


     SECTION 6.02 Acceleration.


     If an Event of Default (other than an Event of Default specified in clause
(i) or (j) of Section 6.01 above that occurs with respect to the Company or any
Significant Group Member) exists under this Indenture, the Trustee or the
Holders of at least 25% in aggregate Accreted Value amount of the Notes, then
outstanding, by written notice to the Company (and to the


51






 




Trustee if such notice is given by the Holders), may, and the Trustee at
the request of such Holders shall, declare the Accreted Value of, premium, if
any, and accrued interest on the Notes to be immediately due and payable. Upon
such a declaration of acceleration, such Accreted Value of, premium, if any,
and accrued interest shall be immediately due and payable. If an Event of
Default set forth in clause (e) above exists, such Event of Default shall be
automatically rescinded and annulled if, prior to acceleration of the Notes
under this Section 6.02, the event of default triggering such Event of Default
pursuant to clause (e) shall be cured by the relevant Restricted Group Member
or waived by the requisite holders of the relevant Indebtedness within 60 days
after the occurrence thereof. If an Event of Default specified in clause (i)
or (j) above exists with respect to the Company, or Indebtedness under the New
MEFA or New EFA shall have been accelerated prior to its Stated Maturity, the
Accreted Value of, premium, if any, and accrued interest on the Notes then
outstanding shall automatically become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
At any time after such a declaration of acceleration, but before a judgment or
decree for the payment of the money due has been obtained by the Trustee, the
Holders of at least a majority in Accreted Value amount of the outstanding
Notes by written notice to the Company and to the Trustee, may waive all past
Defaults and rescind and annul such declaration of acceleration and its
consequences if (i) all existing Events of Default, other than the non-payment
of the Accreted Value of, premium, if any, and accrued interest on the Notes
that have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.04 or the third sentence of this
paragraph and (ii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction.


     SECTION 6.03 Other Remedies.


     If an Event of Default exists, subject to the terms of the Intercreditor
Agreement, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of Accreted Value of, premium, if any, or
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture. The Trustee may maintain a proceeding or claim even
if it does not possess any of the Notes or does not produce any of them in the
proceeding.


     SECTION 6.04 Waiver of Past Defaults.


     Subject to Sections 6.02, and 6.07 and 11.01, the Holders, by the Required
Consent, by written notice to the Company and the Trustee, may waive an
existing Default or Event of Default and its consequences, except a Default in
the payment of Accreted Value of, premium, if any, or interest on any Note as
specified in clause (a), (b) or (c) of Section 6.01 or in respect of a covenant
or provision of this Indenture that cannot be modified or amended without the
consent of the holder of each outstanding Note affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.


52






 


     SECTION 6.05 Control by Majority.


     The Holders, by the Required Consent, may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in personal liability, unless the Trustee has been
provided reasonable indemnity against any loss of expense caused by its
following such direction or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders not joining in the giving of such
direction and may take any other action it deems proper that is not
inconsistent with any such direction received from Holders.


     SECTION 6.06 Limitation on Suits.


     A Holder may not institute any proceeding, judicial or otherwise, with
respect to this Indenture or the Notes, or for the appointment of a receiver or
trustee, or for any other remedy hereunder unless:




	(i) such Holder has previously given the Trustee written notice of a
continuing Event of Default;
	 
	(ii) the Holders of at least 25% in aggregate Accreted Value of
outstanding Notes have made a written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as
Trustee hereunder;
	 
	(iii) such Holder or Holders have offered the Trustee indemnity
reasonably satisfactory to the Trustee against any costs, liabilities or
expenses to be incurred in compliance with such request;
	 
	(iv) the Trustee does not comply with the request within 45 days after
receipt of the request and the offer of indemnity and has failed to
institute any such proceeding; and
	 
	(v) during such 45-day period, the Holders of a majority in aggregate
Accreted Value of the outstanding Notes do not give the Trustee a
direction that is inconsistent with such written request




     For purposes of Section 6.05 of this Indenture and this Section 6.06, the
Trustee shall comply with TIA Section 316(a) in making any determination of
whether the Holders of the required aggregate Accreted Value of outstanding
Notes have concurred in any request or direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture
or the Notes or otherwise under the law. A Holder may not use this Indenture
to prejudice the rights of another Holder or to obtain a preference or priority
over such other Holder.


     SECTION 6.07 Rights of Holders to Receive Payment.


     Notwithstanding any other provision of this Indenture, including Section
6.06, the right of any Holder of a Note to receive payment of the Accreted
Value of, premium, if any, or interest on, such Note or to bring suit for the
enforcement of any such payment, on or after the Stated


53






 




Maturity therefor, is absolute and unconditional and shall not be impaired
or affected without the consent of such Holder.


     SECTION 6.08 Collection Suit by Trustee.


     If an Event of Default in payment of Accreted Value, premium, if any, or
interest specified in clause (a), (b) or (c) of Section 6.01 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company or any other obligor of the Notes for the
whole amount of Accreted Value, premium, if any, and accrued interest remaining
unpaid, together with interest on overdue Accreted Value, premium, if any, and,
to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate specified in the Notes, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


     SECTION 6.09 Trustee May File Proofs of Claim.


     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07) and the Holders allowed in any judicial proceedings
relative to the Company or any other obligor of the Notes, their creditors or
their property and shall be entitled and empowered to collect and receive any
monies, securities or other property payable or deliverable upon conversion or
exchange of the Notes or upon any such claims and to distribute the same, and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and if the Trustee consents to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.07. Nothing herein contained shall be deemed to
empower the Trustee to authorize or consent to, or accept or adopt on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.


     SECTION 6.10 Priorities.


     If the Trustee collects any money pursuant to this Article Six and the Intercreditor Agreement, it shall
pay out the money in the following order: First: to the Trustee for all amounts
due under Section 7.07; Second: if the Holders are forced to proceed against
any Restricted Group Member without the Trustee, to the Holders for their costs
in so doing; Third: to the Holders for interest accrued on the Notes, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for interest; Fourth: to the Holders for Accreted Value
(including any premium) owing under the Notes, ratably without preference or
priority of any kind according to the amounts due and payable on the Notes for
Accreted Value, and all applicable premium and Fifth: to the Company or any
other obligors of the Notes, as their interests may appear, or as a court of


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competent jurisdiction may direct. The Trustee, upon prior written notice
to the Company, may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.


     SECTION 6.11 Undertaking for Costs.


     In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of the suit, and the court may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the
suit having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 of this Indenture, or a
suit by Holders of more than 10% in aggregate Accreted Value of the outstanding
Notes.


     SECTION 6.12 Restoration of Rights and Remedies.


     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then, and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Company, Trustee and the Holders shall continue
as though no such proceeding had been instituted.


     SECTION 6.13 Rights and Remedies Cumulative.


     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or wrongfully taken Notes in Section 2.09, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


     SECTION 6.14 Delay or Omission Not Waiver.


     No delay or omission of the Trustee or of any Holder to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this indenture or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


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ARTICLE SEVEN

TRUSTEE



     SECTION 7.01 General.


     (a)  The duties and responsibilities of the Trustee shall be as provided by
the TIA and as set forth herein. Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Article Seven.


     (b)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent
Person would exercise or use under the circumstances in the conduct of such
Person’s own affairs.


     (c)  Except during the continuance of an Event of Default, (1) the Trustee
need perform only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and (2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the trust of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but if any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether they conform to the
requirements of this Indenture.


     (d)  No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act, its own bad faith or its own willful misconduct,
except that: (1) this paragraph does not limit the effect of paragraph (c) of
this Section 7.01; (2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee
shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section
6.05.


     SECTION 7.02 Certain Rights of Trustee.


     Subject to TIA Sections 315(a) through (d):



		
	 	        (1) the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document;



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	 	        (2) before the Trustee acts or refrains from acting, it may require
an Officers’ Certificate or an Opinion of Counsel, which shall conform to
Sections 12.03 and 12.04. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such certificate
or opinion;
	 
	 	        (3) the Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent
appointed with due care; the Trustee shall not be liable to any person
for special, indirect, consequential or punitive damages for any lost
profits;
	 
	 	        (4) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or
direction of any of the Holders, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with
such request or direction; any permissive right or power available to the
Trustee under this Indenture shall not be construed to be a mandatory
duty or obligation;
	 
	 	        (5) the Trustee shall not be liable for any action it takes or omits
to take in good faith that it reasonably believes to be authorized or
within its rights or powers or for any action it takes or omits to take
in accordance with the direction of the Holders of a majority in
principal amount of the outstanding Notes relating to the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture, provided, that the Trustee’s conduct does not
constitute negligence or bad faith;
	 
	 	        (6) the Trustee may consult with counsel, and the written advice of
such counsel as evidenced by an Opinion of Counsel will be full and
complete authrorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and reliance thereon;
and
	 
	 	        (7) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company personally or by agent or attorney.



     SECTION 7.03 Individual Rights of Trustee.


     The Trustee, in its individual or any other capacity, may become the owner
or pledgee of Notes and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not the Trustee. Any Agent may
do the same with like rights. However, the Trustee is subject to and shall
comply with TIA Sections 310(b) and 311. The terms “cash transaction” and
“self-liquidating paper” have the meanings given to them in Rule 11b-4 and
11b-6, respectively, promulgated under the TIA.


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     SECTION 7.04 Trustee’s Disclaimer.


     The Trustee (i) makes no representation as to the validity or adequacy of
this Indenture or the Notes, (ii) shall not be accountable for the Company’s
use or application of the proceeds from the Notes and (iii) shall not be
responsible for any statement in the Notes other than its certificate of
authentication.


     SECTION 7.05 Notice of Default.


     (a)  If any Default or any Event of Default occurs and is continuing and if
such Default or Event of Default is known to the Trustee, the Trustee shall
mail to each Holder of record in the manner and to the extent provided in TIA
Section 313(c): (i) notice of the Default or Event of Default within 30 days
after it occurs, unless such Default or Event of Default has been cured; (ii)
prompt notice of any declaration of acceleration or any other remedy pursued by
the Trustee with respect to the Default or Event of Default; and (iii) prompt
notice of any other consequences known to the Trustee of the Default of Event
of Default. Notwithstanding the foregoing, except in the case of a default in
the payment of the Accreted Value of, premium, if any, or interest on any Note,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.


     (b)  The Trustee shall not be deemed to have notice of any Default unless
an officer of the Trustee has actual knowledge thereof, or unless written
notice of any event which is in fact such a Default is received by the Trustee,
and such notice references the Notes and this Indenture.


     (c)  Notices under this Section 7.05 will be given (i) to Holders as of a
record date chosen by the Trustee with respect to the Event of Default and (ii)
in the manner and to the extent provided in TIA Section 313(c).


     SECTION 7.06 Reports by Trustee to Holders.


     (a)  Within 60 days after each November 1, beginning with November 1, 2003,
the Trustee shall mail to each Holder as provided in TIA Section 313(c) a brief
report dated as of such November 1, 2003, if required by TIA Section 313(a).


     (b)  A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed with the Commission and each securities
exchange, if any, on which the Notes are listed. The Company shall notify the
Trustee in writing if the Notes become listed on any securities exchange.


     SECTION 7.07 Compensation and Indemnity.


     The Company shall pay to the Trustee compensation as agreed in writing for
its services. The compensation of the Trustee shall not be limited by any law
on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses and advances
incurred or made by the Trustee, including costs and expenses


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related to the Collateral. Such expenses shall include the reasonable
compensation and expenses of the Trustee’s agents and counsel. The Company
shall indemnify the Trustee for, and hold it harmless against, any loss or
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the overall income of the Trustee) incurred by it without
negligence or bad faith on its part in connection with the acceptance or
administration of this Indenture and its rights and duties under this Indenture
and the Notes, including the costs and expenses of defending itself against any
claim or liability and of complying with any process served upon it or any of
its officers in connection with the exercise or performance of any of its
powers or duties under this Indenture and the Notes. The Trustee shall notify
the Company promptly of any claim asserted against the Trustee for which it may
seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its prior written consent.
The Company need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee through its negligence, bad
faith or willful misconduct. To secure the Company’s payment obligations in
this Section 7.07, the Trustee shall have a Lien prior to the Notes on all
money or property held or collected by the Trustee, in its capacity as Trustee,
except money or property held in trust to pay Accreted Value of, premium, if
any, and interest on particular Notes. If the Trustee incurs expenses or
renders services in connection with an Event of Default specified in clause (i)
or (j) of Section 6.01, the expenses and the compensation for the services will
be intended to constitute expenses of administration under any Bankruptcy Law.
The provisions of this Section 7.07 shall survive the resignation or removal of
any Trustee, the discharge of the Company’s obligations pursuant to Article
Ten, and termination of this Indenture.


     SECTION 7.08 Replacement of Trustee.


     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08. The Trustee may resign at any
time by so notifying the Company in writing at least 30 days prior to the date
of the proposed resignation. The Holders of a majority in Accreted Value of
the outstanding Notes may remove the Trustee by so notifying the Trustee in
writing and may appoint a successor Trustee with the consent of the Company.
The Company may remove the Trustee if: (a) the Trustee fails to comply with
Section 7.10; (b) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (c) a receiver or other public officer takes charge of the Trustee or its
property; or (d) the Trustee becomes incapable of acting. If a vacancy exists
in the office of Trustee for any reason, the Company shall promptly notify each
Holder of such event and appoint a successor Trustee. Within one year after
the successor Trustee takes office, the Holders of a majority in Accreted Value
of the outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company. If the successor Trustee does not
deliver its written acceptance required by the next sentence of this Section
7.08 within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of at least 10% in Accreted Value
of the outstanding Notes may petition, at the expense of the Company, any court
of competent jurisdiction for the appointment of a successor Trustee. A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after the delivery of such
written acceptance, subject to the


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Lien provided in Section 7.07, (i) the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee, (ii) the resignation
or removal of the retiring Trustee shall become effective and (iii) the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession
to each Holder. If the Trustee is no longer eligible under Section 7.10, any
Holder who satisfies the requirements of TIA Section 310(b) may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. The Company shall give prompt notice of
any resignation and any removal of the Trustee and each appointment of a
successor Trustee to all Holders. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company’s obligation under Section 7.07 shall continue for the benefit of the
retiring Trustee.


     SECTION 7.09 Successor Trustee by Merger, Etc.


     If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall, if such Person is otherwise eligible hereunder, be the successor Trustee
with the same effect as if the successor Trustee had been named as the Trustee
herein.


     SECTION 7.10 Eligibility.


     This Indenture shall always have a Trustee that satisfies the requirements
of subsections (1), (2) and (5) of TIA Section 310(a). The Trustee must be a
corporation or national banking association organized and doing business under
the laws of the United States or any State thereof, and shall have a combined
capital and surplus of at least $500,000,000 as set forth in its most recent
published annual report of condition.


     SECTION 7.11 Money Held in Trust.


     The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Company All moneys
received by the Trustee pursuant hereto shall, until used or applied as herein
provided, be held in trust by the Trustee, but need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article Ten of this Indenture.


     SECTION 7.12 Withholding Taxes.


     The Trustee, as agent for the Company, shall exclude and withhold from
each payment of principal and interest and other amounts due hereunder or under
the Notes any and all withholding taxes applicable thereto as required by law.
The Trustee agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar charges are required
to be withheld with respect to any amounts payable in respect of the Notes, to
withhold such amounts and timely pay the same to the appropriate authority in
the name of and on behalf of the Holders, that it will file any necessary
withholding tax returns or statements when due. The Company or the Trustee
shall, as promptly as possible after the payment of the taxes described above,
deliver to each Holder appropriate documentation showing the payment


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thereof, together with such additional documentary evidence as such
holders may reasonably request from time to time.


     SECTION 7.13 Engagement of Non-United States Counsel and Certain Waivers
by the Trustee.


     Each Holder of Notes, by its acceptance thereof, consents and agrees to
the Trustee entering into certain engagement letters with non-United States.
counsel in connection with the Collateral Documents and other matters related
to the Collateral pursuant to which engagement letters the Trustee
acknowledges, agrees and waives any conflict of interest that currently exists
by virtue of such counsel’s representation of the Trustee, on the one hand, and
Motorola Credit Corporation and its parent, on the other, and further agrees
that Motorola Credit Corporation and its parent will not be prevented from
exclusively retaining such counsel in the future with respect to legal issues
arising out of the restructuring of Old NII pursuant to the Plan of
Reorganization (including, but not limited to, potential litigation or disputes
arising between Motorola Credit Corporation and its parent, on the one hand,
and the Trustee or any of the Holders, on the other) and that such counsel will
be allowed and authorized by the Trustee to accept any such engagement without
requiring the Trustee’s or any Holder’s further consent or prior notice and
without incurring any liability in doing so. Notwithstanding the foregoing,
such engagement letters shall not constitute a waiver by the Trustee or the
Holders of any claim or cause of action (whether at law or in equity) against,
or other release by the Trustee or the Holders from any liability of, such
non-United States counsel, whether now existing or hereafter arising.
Additionally, such engagement letter shall not permit the use by such
non-United States counsel of any confidential information concerning the
Trustee or the Holders acquired by such non-United States counsel in the course
of its engagement by the Trustee in connection with the Collateral Documents
and other matters related to the Collateral (and not otherwise available from
public sources) in any manner which would be adverse to the interest of the
Trustee or the Holders with respect to any dispute arising between Motorola
Credit Corporation and its parent, on the one hand, and the Trustee or any of
the Holders, on the other; provided, however, that such prohibition shall not
apply to information contained in any documents prepared in connection with the
engagement of such non-United States counsel by the Trustee or any information
acquired by such non-United States counsel by way of three-way communications
among non-United States counsel, Motorola Credit Corporation and the Trustee or
any of the Holders.



     SECTION 7.14 New
Liens.



     If one or more Restricted Group Members Incurs
Liens (“New Liens”) pursuant to Section 4.09(4) in
connection with Guarantees or Indebtedness Incurred pursuant to and
in accordance with Sections 4.03(b)(1), 4.03(b)(6) and 4.07(a) and the
Company requests that the Trustee enter into an amendment to the
Intercreditor Agreement to permit such New Liens to be treated no
more favorable than on parity in all respects with (i) in the case of
all or any portion of the New Liens Incurred with respect to the MEFA
Collateral, the MEFA Obligations, and (ii) in case of all or any
portion of the New Liens Incurred with respect to the EFA Collateral,
the EFA Obligations, the Trustee shall enter into such amendment, and
each Holder of Notes, by its acceptance thereof, consents and agrees
to any such amendment to the Intercreditor Agreement entered into by
the Trustee.


ARTICLE EIGHT

COLLATERAL AND SECURITY



     SECTION 8.01 Collateral Documents.


     The due and punctual payment of the Accreted Value of, premium if any, and
interest on the Notes when and as the same shall be due and payable, whether on
an Interest Payment Date, at maturity, by acceleration, repurchase, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes and performance of all other obligations of the Company and the
Guarantors, as the case may be, to the Holders or the Trustee under this
Indenture, the


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Notes and the Note Guarantees, according to the terms hereunder or
thereunder, shall be secured, subject to the Intercreditor Agreement, as
provided in the Collateral Documents. Each Holder of Notes, by its acceptance
thereof, consents and agrees to the terms of the Collateral Documents and the
Intercreditor Agreement (including, without limitation, the provisions
providing for foreclosure and release of Collateral) as the same may be in
effect or may be amended from time to time in accordance with its terms,
initially appoints Citibank, N.A. (not in its individual capacity but solely as
Collateral Agent) to act as the “Collateral Agent” thereunder and authorizes
and directs the Collateral Agent to enter into the Collateral Documents and the
Trustee to enter into the Intercreditor Agreement on the terms set forth in the
Collateral Documents and Intercreditor Agreement. The Company shall do or
cause to be done all such acts and things as may be necessary or proper, or as
may be required by the provisions of the Collateral Documents and the
Intercreditor Agreement, to assure and confirm to the Collateral Agent the
security interest in the Collateral contemplated hereby, by the Collateral
Documents or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of
the Notes secured hereby, according to the intent and purposes herein
expressed, subject to the Intercreditor Agreement. The Company shall take, or
shall cause the Guarantors to take, any and all actions reasonably required to
cause the Collateral Documents to create and maintain, as security for the
obligations of the Company and Guarantors hereunder, a valid and enforceable
perfected Lien in and on all the Collateral, in favor of the Collateral Agent,
subject to the terms set forth in the Intercreditor Agreement, superior to and
prior to the rights of all third Persons other than as set forth in the
Intercreditor Agreement and Liens permitted under Section 4.09(4). In the
event of a conflict between this Indenture and the Intercreditor Agreement, the
Intercreditor Agreement shall govern.


     SECTION 8.02 Recording and Opinions.


     (a)  The Company
shall furnish to the Collateral Agent and the Trustee promptly after
the Effective Date and on each anniversary of the Effective Date, an Opinion of
Counsel, dated as of such date, either (i) (A) stating that, in the opinion of
such counsel, action has been taken with respect to the recording, registering,
filing, re-recording, re-registering and re-filing of all supplemental
indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Lien created by the
Collateral Documents and reciting with respect to the security interests in the
Collateral the details of such action or referring to prior Opinions of Counsel
in which such details are given, (B) stating that, based on relevant laws as in
effect on the date of such Opinion of Counsel, all financing statements and
continuation statements have been executed and filed that are necessary as of
such date and during the succeeding 12 months fully to preserve and protect, to
the extent such protection and preservation are possible by filing, the rights
of the Holders and the Collateral Agent and the Trustee hereunder and under the
Collateral Documents with respect to the security interests in the Collateral,
or (ii) stating that, in the opinion of such counsel, no such action is
necessary to maintain such Lien and assignment.


     (b) The Company and Guarantors shall otherwise comply with the provisions
of TIA Section 314(b).


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     SECTION 8.03 Release of Collateral.


     (a)  The Collateral Agent may release Collateral from the Lien and security
interest created by the Collateral Documents at any time or from time to time
in accordance with the provisions of the Collateral Documents and the
Intercreditor Agreement.


     (b)  To the extent applicable, the Company shall cause TIA Section 313(b),
relating to reports, and TIA Section 314(d), relating to the release of
property or securities from the Lien and security interest created by the
Collateral Documents and relating to the substitution therefor of any property
or securities to be subjected to the Lien and security interest created by the
Collateral Documents, to be complied with. Any certificate or opinion required
by TIA Section 314(d) may be made by an Officer of the Company except in cases
where TIA Section 314(d) requires that such certificate or opinion be made by
an independent Person, which Person shall be an independent engineer, appraiser
or other expert selected or approved by the Trustee and the Collateral Agent in
the exercise of reasonable care.


     SECTION 8.04 Certificates of the Company.


     If the Company desires release of any Collateral, the Company shall
furnish to the Trustee and the Collateral Agent, prior to each such proposed
release of Collateral pursuant to the Collateral Documents, (i) all documents
required by TIA Section 314(d) and (ii) an Opinion of Counsel, which may be
rendered by internal counsel to the Company, to the effect that such
accompanying documents constitute all documents required by TIA Section 314(d).
The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof,
accept as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such documents and such Opinion of Counsel.


     SECTION 8.05 Certificates of the Trustee.


     If the Company desires to release Collateral in accordance with the
Collateral Documents and the Intercreditor Agreement and has delivered or
caused to be delivered the certificates and documents required by the
Collateral Documents and the Intercreditor Agreement and Sections 8.03 and 8.04
hereof, the Trustee shall, upon receipt of such documentation and based on the
Opinion of Counsel delivered pursuant to Section 8.02, deliver a certificate to
the Collateral Agent confirming receipt of such documentation and Opinion of
Counsel; provided, however, that if the Trustee is the Collateral Agent, the
requirement that the Trustee deliver a certificate to the Collateral Agent
shall not be applicable.


     SECTION 8.06 Authorization of Actions to Be Taken by the Trustee Under the
Collateral Documents.


     Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee
may, in its sole discretion and without the consent of the Holders, and shall,
upon Required Consent from the Holders, direct the Collateral Agent to take all
actions it deems necessary or appropriate to (a) enforce any of the terms of
the Collateral Documents and (b) collect, receive and distribute any and all
amounts payable in respect of the obligations of the Company and the Guarantors
hereunder, subject to the terms of the Intercreditor Agreement. The Trustee
shall have power to institute and maintain such suits and proceedings as it may
deem expedient to prevent any


63






 




impairment of the Collateral by any acts that may be unlawful or in
violation of the Collateral Documents or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral (including power
to institute and maintain suits or proceedings to restrain the enforcement of
or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or of the
Trustee).


     SECTION 8.07 Authorization of Receipt of Funds by the Trustee Under the
Collateral Documents.


     The Trustee is authorized to receive any funds for the benefit of the
Holders and to make further distributions of such funds to the Holders
according to the provisions of this Indenture.


     SECTION 8.08 Termination of Security Interest.


     If the Trustee is not the Collateral Agent, upon the cash payment in full
of all obligations of the Company and Guarantors under this Indenture, the
Notes and Note Guarantees, or upon defeasance in accordance with this
Indenture, the Trustee shall, at the request of the Company deliver a
certificate to the Collateral Agent stating that such obligations have been
paid in full, and instruct the Collateral Agent to release the Liens securing
the obligations of the Company and Guarantors hereunder pursuant to this
Indenture and the Collateral Documents.


ARTICLE NINE

NOTE GUARANTEES



     SECTION 9.01 Guarantee.


     (a)  Subject to the provisions of this Article 9, each of the Guarantors
hereby, jointly and severally, unconditionally guarantees to the Collateral Agent on behalf of each Holder of
Notes and to the Trustee, irrespective of the validity and enforceability of
this Indenture, the Collateral Documents, the Notes or the obligations of the
Company hereunder or thereunder, that: (a) the principal of, premium, if any,
and interest on the Notes shall be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or
thereunder shall be promptly paid in full or performed, all in accordance with
the terms hereof and in accordance with the terms and conditions of the Intercreditor Agreement; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately or perform the same
immediately, as the case may be. Each Guarantor agrees that this is a
guarantee of payment and performance and not merely a guarantee of collection.


     (b)  The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this


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Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance that might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenant that this Note Guarantee shall not be discharged except by complete
payment and performance of the obligations contained in the Notes and this
Indenture.


     (c)  If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.


     (d)  Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment and performance in full of all obligations guaranteed
hereby. Each Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article
6 hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Note Guarantees.


     SECTION 9.02 Limitation on Guarantor Liability.


     Each Guarantor, and by its acceptance of Notes each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
United States Uniform Fraudulent Transfer Act or any similar law of any
jurisdiction to the extent applicable to any Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of each Guarantor hereunder shall (after
giving effect to all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 9) not exceed the lowest amount which would cause such Guarantor’s
Note Guarantee to be a fraudulent transfer or conveyance.


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     SECTION 9.03 Execution and Delivery of Note Guarantee.


     (a)  If an Officer whose signature is on this Indenture no longer holds
that office at the time the Trustee authenticates the Note on which a Note
Guarantee is endorsed, the Note Guarantee shall be valid nevertheless.


     (b)  The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set
forth in this Indenture on behalf of the Guarantors.


     (c)  Each Restricted Group Member other than the Company and Excluded
Entities shall execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.20 hereof and this Article 9, to the
extent applicable and execute the Collateral Documents and such other documents
and instruments in connection with the Collateral Documents and the Collateral
as the Trustee or the Collateral Agent shall reasonably request or as are
otherwise required by any such documents.


     SECTION 9.04 Guarantors May Consolidate, etc., on Certain Terms.


     (a)  Except as otherwise provided in Section 9.05 and Article 5, no
Guarantor may consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person) or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its assets
to, another Person (other than the Company or a Guarantor) whether or not
affiliated with such Guarantor unless:



	(i) subject to Section 9.05 hereof, the Person formed by or surviving any
such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory
to the Trustee, under the Notes and the Indenture;
	 
	(ii) immediately after giving effect to such transaction, on a pro forma
basis (and treating any Indebtedness that becomes an obligation of the
resulting, surviving or transferee Person as a result of such transaction
as having been issued by such Person at the time of such transaction) no
Default or Event of Default exists; and
	 
	(iii) the Company delivers to the Trustee an Officers’ Certificate
stating that such consolidation, merger or transfer and its Note
Guarantee, if any, complies with this Indenture.




     (b)  In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental Indenture or Note
Guarantee, executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the Note Guarantee, and the due and punctual performance of all
of the covenants and conditions of this Indenture and the Notes to be performed
by the Guarantor, such successor Person shall succeed to and be substituted for
the Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor Person thereupon may cause to be signed any or all
of the Note Guarantees or supplemental indentures in respect thereof. All the
Note Guarantees so issued shall in all


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respects have the same legal rank and benefit under this Indenture as the
Note Guarantees theretofore and thereafter issued in accordance with the terms
of this Indenture as though all of such Note Guarantees had been issued at the
date of the execution hereof.


     (c)  Except as set forth in Article 4 and Article 5 hereof, and
notwithstanding Sections 9.04(a)(i) and (a)(ii) above, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Guarantor with or into the Company or another Guarantor, or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.


     SECTION 9.05 Releases Following Sale of Assets.


     (a)  In the event of a sale or other disposition of all or substantially
all of the assets of any Guarantor other than NII, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the
Capital Stock of any Guarantor other than NII, in each case to a Person that is
not (either before or after giving effect to such transactions) the Company or
another Guarantor and in each case subject to compliance with the provisions of
this Indenture, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the
Capital Stock of such Guarantor) or the Person acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets
of such Guarantor) shall be released and relieved of any obligations under its
Note Guaranty. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made in accordance with the provisions of this Indenture
(including without limitation Section 4.10 hereof), the Trustee shall execute
any documents reasonably required to evidence the release of any Guarantor from
its obligations under its Note Guarantee.


     (b)  Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of Accreted Value of,
premium, if any, and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article 9.


     SECTION 9.06 Intercreditor Agreement.


     Notwithstanding anything to the contrary contained herein, the Note
Guarantees are subject to the provisions of the Intercreditor Agreement, and,
in the event of a conflict between the provisions of the Note Guarantees and
the Intercreditor Agreement, the Intercreditor Agreement shall govern.


ARTICLE TEN

DISCHARGE OF INDENTURE



     SECTION 10.01 Termination of Company’s Obligations.


     Except as otherwise provided in this Section 10.01, this Indenture will be
discharged and will cease to have any force or effect as to the Notes when:

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	 	        (1) all Notes previously authenticated and delivered (other than
destroyed, lost or stolen Notes that have been replaced or Notes that are
paid pursuant to Section 4.01 or Notes for whose payment money or
securities have theretofore been held in trust and thereafter repaid to
the Company, as provided in Section 10.05) have been delivered to the
Trustee for cancellation and the Company has paid all sums payable by it
hereunder; or
	 
	 	        (2) (A) the Notes mature within one year or all of them are to be
called for redemption within one year under arrangements satisfactory to
the Trustee for giving the notice of redemption, (B) the Company
irrevocably deposits in trust with the Trustee during such one-year
period, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds solely for the
benefit of the Holders for that purpose, money or U.S. Government
Obligations sufficient (in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee), without consideration of any
reinvestment of any interest thereon, to pay principal, premium, if, any,
and interest on the Notes to maturity or redemption, as the case may be,
and to pay all other sums payable by it hereunder, (C) no Default or
Event of Default with respect to the Notes shall exist on the date of
such deposit, (D) such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound and
(E) the Company has delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, in each case stating that all conditions precedent
provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with.
	 
	 	        (3) With respect to the foregoing clause (1), the Company’s
obligations under Section 7.07 shall survive.With respect to the
foregoing clause (2), the Company’s obligations in Sections 2.02, 2.03,
2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 10.04,
10.05 and 10.06 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company’s obligations in Sections 7.07, 10.05 and
10.06 shall survive. After any such irrevocable deposit, the Trustee
upon request shall acknowledge in writing the discharge of the Company’s
obligations under the Notes and this Indenture except for those surviving
obligations specified above.



     SECTION 10.02 Defeasance and Discharge of Indenture.


     The Company will be deemed to have paid and will be discharged from any
and all obligations in respect of the Notes on the 123rd day after the date of
the deposit referred to in clause (A) of this Section 10.02, and the provisions
of this Indenture will no longer be in effect with respect to the Notes, and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same, except as to (i) rights of registration of transfer and
exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost
or stolen Notes, (iii) rights of Holders to receive payments of principal
thereof and interest thereon, (iv) the Company’s obligations under Section
4.02, (v) the rights, obligations and immunities of the Trustee hereunder and
(vi) the rights of the Holders as beneficiaries of this Indenture with respect
to the property so deposited with the Trustee payable to all or any of them;
provided, that the following conditions shall have been satisfied: (A) with
reference to this Section 10.02, the


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Company has irrevocably deposited or caused to be irrevocably deposited
with the Trustee (or another trustee satisfying the requirements of Section
7.10 of this Indenture) and conveyed all right, title and interest for the
benefit of the Holders, under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee as trust funds in trust,
specifically pledged to the Trustee for the benefit of the Holders as security
for payment of the Accreted Value of, premium, if any, and interest, if any, on
the Notes, and dedicated solely to, the benefit of the Holders, in and to (1)
money in an amount, (2) U.S. Government Obligations that, through the payment
of interest, premium, if any, and principal in respect thereof in accordance
with their terms, will provide, not later than one day before the due date of
any payment referred to in this clause (A), money in an amount or (3) a
combination thereof in an amount sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, without
consideration of the reinvestment of such interest and after payment of all
federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee, the Accreted Value of, premium, if any, and
accrued interest on the outstanding Notes at the Stated Maturity of such
principal or interest; provided, that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such U.S. Government
Obligations to the payment of such principal, premium, if any, and interest
with respect to the Notes; (B) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is
bound; (C) immediately after giving effect to such deposit on a pro forma
basis, no Default or Event of Default shall exist on the date of such deposit
or during the period ending on the 123rd day after such date of deposit; (D)
the Company shall have delivered to the Trustee (1) either (x) a ruling
directed to the Trustee received from the United States Internal Revenue
Service to the effect that the Holders will not recognize income, gain or loss
for federal income tax purposes as a result of the Company’s exercise of its
option under this Section 10.02 and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such option had not been exercised or (y) an Opinion of Counsel to
the same effect as the ruling described in clause (x) above accompanied by a
ruling to that effect published by the United States Internal Revenue Service,
unless there has been a change in the applicable federal income tax law since
the date of this Indenture such that a ruling from the United States Internal
Revenue Service is no longer required and (2) an Opinion of Counsel to the
effect that (x) the creation of the defeasance trust does not violate the
United States Investment Company Act of 1940 and (y) after the passage of 123
days following the deposit (except, with respect to any trust funds for the
account of any Holder who may be deemed to be an “insider” for purposes of the
United States Bankruptcy Code, after one year following the deposit), the trust
funds will not be subject to the effect of Section 547 of the United States
Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case
commenced by or against the Company under either such statute, and either (I)
the trust funds will no longer remain the property of the Company (and
therefore will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally) or (II) if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Company, (a) assuming
such trust funds remained in the possession of the Trustee prior to such court
ruling to the extent not paid to the Holders, the Trustee will hold, for the
benefit of the Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise except for the effect of
Section 552(b) of the United States Bankruptcy


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Code on interest on the trust funds accruing after the commencement of a
case under such statute and (b) the Holders will be entitled to receive
adequate protection of their interests in such trust funds if such trust funds
are used in such case or proceeding; (E) if the Notes are then listed on a
national securities exchange, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that such deposit defeasance and discharge
will not cause the Notes to be delisted; and (F) the Company has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case
stating that all conditions precedent provided for herein relating to the
defeasance contemplated by this Section 10.02 have been complied with.
Notwithstanding the foregoing, prior to the end of the 123-day (or one year)
period referred to in clause (D)(2)(y) of this Section 10.02, none of the
Company’s obligations under this Indenture shall be discharged. Subsequent to
the end of such 123-day (or one year) period with respect to this Section
10.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 10.05 and 10.06 shall survive
until the Notes are no longer outstanding. Thereafter, only the Company’s
obligations in Sections 7.07, 10.05 and 10.06 shall survive. If and when a
ruling from the United States Internal Revenue Service or an Opinion of Counsel
referred to in clause (D)(1) of this Section 10.02 is able to be provided
specifically without regard to, and not in reliance upon, the continuance of
the Company’s obligations under Section 4.01, then the Company’s obligations
under such Section 4.01 shall cease upon delivery to the Trustee of such ruling
or Opinion of Counsel and compliance with the other conditions precedent
provided for herein relating to the defeasance contemplated by this Section
10.02. After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company’s obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.


     SECTION 10.03 Defeasance of Certain Obligations.


     The Company may omit to comply with any term, provision or condition set
forth in clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17
and Section 4.19, clauses (c) and (d) under Section 6.01 with respect to such
clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and
Section 4.19, and clauses (e) and (f) under Section 6.01 shall be deemed not to
be Events of Default, in each case with respect to the outstanding Notes if:
(1) with reference to this Section 10.03, the Company has irrevocably deposited
or caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Section 7.10) and conveyed all right, title and
interest to the Trustee for the benefit of the Holders, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee
as trust funds in trust, specifically pledged to the Trustee for the benefit of
the Holders as security for payment of the Accreted Value of, premium, if any,
and interest, if any, on the Notes, and dedicated solely to, the benefit of the
Holders, in and to (A) money in an amount, (B) U.S. Government Obligations
that, through the payment of interest and principal in respect thereof in
accordance with their terms, will provide, not later than one day before the
due date of any payment referred to in this clause (1), money in an amount or
(C) a combination thereof in an amount sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
without consideration of the reinvestment of such interest and after payment of
all federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee, the principal of, premium, if any, and interest
on the outstanding Notes on the Stated Maturity of such Accreted Value or
interest; provided, that the Trustee shall have been


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irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of such principal, premium, if any, and
interest with respect to the Notes; (2) such deposit will not result in a
breach or violation of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is
bound; (3) no Default or Event of Default shall exist on the date of such
deposit; (4) the Company has delivered to the Trustee an Opinion of Counsel to
the effect that (A) the creation of the defeasance trust does not violate the
United States Investment Company Act of 1940, (B) the Holders have a valid
first-priority security interest in the trust funds, (C) the Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance of certain obligations and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred and (D) after the passage of 123 days following the deposit (except,
with respect to any trust funds for the account of any Holder who may be deemed
to be an “insider” for purposes of the United States Bankruptcy Code, after one
year following the deposit), the trust funds will not be subject to the effect
of Section 547 of the United States Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law in a case commenced by or against the Company
under either such statute, and either (1) the trust funds will no longer remain
the property of the Company (and therefore will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally) or (2) if a court were to rule under any such law
in any case or proceeding that the trust funds remained property of the
Company, (x) assuming such trust funds remained in the possession of the
Trustee prior to such court ruling to the extent not paid to the Holders, the
Trustee will hold, for the benefit of the Holders, a valid and perfected
security interest in such trust funds that is not avoidable in bankruptcy or
otherwise (except for the effect of Section 552(b) of the United States
Bankruptcy Code on interest on the trust funds accruing after the commencement
of a case under such statute), (y) the Holders will be entitled to receive
adequate protection of their interests in such trust funds if such trust funds
are used in such case or proceeding and (z) no property, rights in property or
other interests granted to the Trustee or the Holders in exchange for, or with
respect to, such trust funds will be subject to any prior rights of holders of
other Indebtedness of the Company or any of its Subsidiaries; (5) if the Notes
are then listed on a national securities exchange, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that such deposit
defeasance and discharge will not cause the Notes to be delisted; and (6) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, in each case stating that all conditions precedent provided for herein
relating to the defeasance contemplated by this Section 10.03 have been
complied with.


     SECTION 10.04 Application of Trust Money; Miscellaneous.


     Subject to Section 10.06, the Trustee or Paying Agent shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to Section
10.01, 10.02 or 10.03, as the case may be, and shall apply the deposited money
and the money from U.S. Government Obligations in accordance with the Notes and
this Indenture to the payment of Accreted Value of, premium, if any, and
interest on the Notes; but such money need not be segregated from other funds
except to the extent required by law. The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 10.01, 10.02 or 10.03
or the principal and interest received in


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respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of outstanding Notes.


     SECTION 10.05 Repayment to Company.


     Subject to Sections 7.07, 10.01, 10.02 and 10.03, the Trustee and the
Paying Agent shall promptly pay to the Company upon request set forth in an
Officers’ Certificate any excess money held by them at any time and thereupon
shall be relieved from all liability with respect to such money. The Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of Accreted Value, premium, if any, or interest
that remains unclaimed for two years; provided, that the Trustee or such Paying
Agent before being required to make any payment may cause to be published at
the expense of the Company once in a newspaper of general circulation in the
City of New York or mail to each Holder entitled to such money at such Holder’s
address (as set forth in the Note Register) notice that such money remains
unclaimed and that after a date specified therein (which shall be at least 30
days from the date of such publication or mailing) any unclaimed balance of
such money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.


     SECTION 10.06 Reinstatement.


     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 10.01, 10.02 or 10.03, as the
case may be, by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 10.01, 10.02 or 10.03, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 10.01, 10.02 or
10.03, as the case may be; provided, that, if the Company has made any payment
of Accreted Value of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


ARTICLE ELEVEN

AMENDMENTS, SUPPLEMENTS AND WAIVERS



     SECTION 11.01 Without Consent of Holders.


     The Company, when authorized by a resolution of its Board of Directors,
and the Trustee may amend or supplement this Indenture or the Notes without
notice to or the consent of any Holder:



		
	 	        (1) to cure any ambiguity, defect or inconsistency in this
Indenture; provided, that such amendments or supplements shall not
adversely affect the interests of the Holders in any material respect;



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	 	        (2) to comply with Article Five;
	 
	 	        (3) to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA;
	 
	 	        (4) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or
	 
	 	        (5) to make any change that, in the good faith opinion of the Board
of Directors of NII as evidenced by a Board Resolution of NII, does not
adversely affect the rights of any Holder.



     SECTION 11.02 With Consent of Holders.


     Subject to Sections 6.04 and 6.07, the Company, when authorized by its
Board of Directors (as evidenced by a Board Resolution of the Company), and the
Trustee may amend this Indenture and the Notes with the Required Consent.
Notwithstanding the provisions of this Section 11.02, without the consent of
each Holder affected, an amendment or waiver, including a waiver pursuant to
Section 6.04, may not:



		
	 	        (1) change the Stated Maturity of the principal of, or any
installment of interest on, any Note or alter the redemption provisions
with respect thereto;
	 
	 	        (2) reduce the Accreted Value of, or premium, if any, or interest
on, any Note;
	 
	 	        (3) change the place or currency of payment of Accreted Value of, or
premium, if any, or interest on, any Note or adversely affect any right
of repayment at the option of any Holder of any Note;
	 
	 	        (4) impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of a redemption,
on or after the Redemption Date) of any Note;
	 
	 	        (5) reduce the above-stated percentage of outstanding Notes the
consent of whose Holders is necessary to modify or amend this Indenture;
	 
	 	        (6) waive a Default in the payment of Accreted Value of, premium, if
any, or interest on the Notes;
	 
	 	        (7) modify any of the provisions of this Section 11.02, Section 6.04
or Section 6.07, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Note
affected thereby;
	 
	 	        (8) reduce the percentage or aggregate Accreted Value amount of
outstanding Notes the consent of whose Holders is necessary for waiver of
compliance with provisions of this Indenture or for waiver of certain
defaults;



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	 	        (9) amend, alter, change or modify the obligation of the Company to
make and consummate an Offer to Purchase in the event of a Change of
Control or Asset Sale or modify any of the provisions or definitions with
respect thereto;
	 
	 	        (10) impair the right to institute suit for the enforcement of any
payment on or with respect to the Notes;
	 
	 	        (11) release all or substantially all Guarantors and other
guarantors, if any, from guarantees of the Indebtedness evidenced by the
Notes; or
	 
	 	        (12) release all or substantially all Collateral.



     It shall not be necessary for the consent of the Holders under this
Section 11.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof. After an amendment, supplement or waiver under this Section
11.02 becomes effective, the Company shall mail to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. The Company
will mail supplemental indentures to Holders upon request. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.


     SECTION 11.03 Revocation and Effect of Consent.


     Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by such Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the Note
of the consenting Holder, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as
to such Holder’s Note or portion of Holder’s Note. Such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver shall become effective on receipt by the Trustee of
written consents from the Holders of the requisite percentage in Accreted Value
amount of the outstanding Notes. The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to
consent to any amendment, supplement or waiver. If a record date is fixed,
then, notwithstanding the second and third sentences of this paragraph, those
Persons who were Holders at such record date (or their duly designated proxies)
and only those Persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date.
After an amendment, supplement or waiver becomes effective, it shall bind every
Holder unless it is of the type described in any of clauses (1) through (12) of
Section 11.02. In case of an amendment or waiver of the type described in
clauses (1) through (12) of Section 11.02, the amendment or waiver shall bind
each Holder who has consented to it and every subsequent Holder of a Note that
evidences the same indebtedness as the Note of the consenting Holder.


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     SECTION 11.04 Notation on or Exchange of Notes.


     If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Note about the changed terms and return it
to the Holder and the Trustee may place an appropriate notation on any Note
thereafter authenticated. Alternatively, if the Company or the Trustee so
determines, the Company, in exchange for the Note, shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.


     SECTION 11.05 Trustee to Sign Amendments, Etc.


     The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment, supplement or waiver if the same does not adversely
affect the rights of the Trustee. The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver that adversely affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


     SECTION 11.06 Conformity with Trust Indenture Act.


     Every amendment of or supplemental indenture or waiver executed pursuant
to this Indenture shall conform to the requirements of the TIA as then in
effect.


ARTICLE TWELVE

MISCELLANEOUS



     SECTION 12.01 Table of Contents, Headings, Etc.


     The Table of Contents, Cross Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms and provisions hereof.


     SECTION 12.02 Notices.


     Any notice or communication shall be sufficiently given if in writing and
delivered in Person or mailed by first class mail, postage prepaid, addressed
as follows:



		
	 	        (1) if to any Restricted Group Member or any Guarantor: NII
Holdings, Inc., 10700 Parkridge Boulevard Suite 600, Reston, Virginia
20191 Attention: President, copy to Chief Financial Officer; and
	 
	 	        (2) if to the Trustee: Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Kristin Long, Fax: 302-636-4143.



     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications. Any notice or
communication mailed to a


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Holder shall be mailed to such Holder at such Person’s address as it
appears on the Note Register by first class mail, postage pre-paid, and shall
be sufficiently given to such Person if so mailed within the time prescribed.
Copies of any such communication or notice to a Holder shall also be mailed to
the Trustee and each Agent at the same time. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. Except for a notice to the Trustee, which is
deemed given only when received, and except as otherwise provided in this
Indenture, if a notice or communication is mailed in the manner provided in
this Section 12.02, it is duly given, whether or not the addressee receives it.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder.


     SECTION 12.03 Certificate and Opinion as to Conditions Precedent.


     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee: (1) an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and (2) an Opinion of Counsel stating
that, in the opinion of such Counsel, all such conditions precedent have been
complied with.


     SECTION 12.04 Statements Required in Certificate or Opinion.


     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:



		
	 	        (1) a statement that each Person signing such certificate or opinion
has read such covenant or condition and the definitions herein relating
thereto;
	 
	 	        (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statement or opinion contained in such
certificate or opinion is based;
	 
	 	        (3) a statement that, in the opinion of each such Person, he or she
has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant
or condition has been complied with; and
	 
	 	        (4) a statement as to whether, in the opinion of each such Person,
such condition or covenant has been complied with; provided, however,
that, with respect to matters of fact, an Opinion of Counsel may rely on
an Officers’ Certificate or certificates of public officials.



76






 





     SECTION 12.05 Rules by Trustee, Paying Agent or Registrar.


     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Paying Agent or Registrar may make reasonable rules for its
functions.


     SECTION 12.06 Payment Date Other Than a Business Day.


     If an Interest Payment Date, Redemption Date, Payment Date, Stated
Maturity or date of maturity of any Note shall not be a Business Day, then
payment of Accreted Value of, premium, if any, or interest on such Note, as the
case may be, need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Payment Date, or Redemption Date, or at the Stated
Maturity or date of maturity of such Note; provided, that, if such payment is
duly and timely made, no interest shall accrue for the period from and after
such Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or
date of maturity, as the case may be.


     SECTION 12.07 Governing Law.


     The laws of the State of New York shall govern this Indenture and the
Notes. The Trustee, the Company and the Holders agree to submit to the
jurisdiction of the courts of (or federal courts located in) the State of New
York in any action or proceeding arising out of or relating to this Indenture
or the Notes.


     SECTION 12.08 No Adverse Interpretation of Other Agreements.


     This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


     SECTION 12.09 Venue and Jurisdiction.


     Each of the Company and the Guarantors irrevocably (a) agrees that any
legal suit, action or proceeding arising out of or based upon this Indenture,
the Notes issued hereunder or the Note Guarantees may be instituted in any
federal or state court located in the City of New York, (b) waives, to the
fullest extent it may effectively do so, any objection that it may now or
hereafter have to the laying of venue of any such proceeding, and (c) submits
to the nonexclusive jurisdiction of such courts in any such suit, action or
proceeding. The Company and the Guarantors have appointed CT Corporation
System, 111th 8th Avenue, New York, New York, 10011, as their authorized agent
(the “Authorized Agent”) upon whom process may be served in any suit, action or
proceeding arising out of or based on this Indenture, the Notes or the Note
Guarantees that may be instituted in any federal or state court located in the
City of New York, expressly consents to the jurisdiction of any such court in
respect of any suit, action or proceeding, and waives any other requirements of
or objections to personal jurisdiction with respect thereto. Such appointment
shall be irrevocable. The Company and the Guarantors agree to take any and all
action, including the filing of any and all documents and instruments, that may
be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent and written notice of
such service to the Company shall be deemed, in every respect, effective
service of process upon the Company and the Guarantors.


77






 


     SECTION 12.10 Successors.


     All agreements of the Company and the Subsidiary Guarantors contained in
this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.


     SECTION 12.11 Duplicate Originals.


     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.


     SECTION 12.12 Separability.


     If any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


     SECTION 12.13 Trust Indenture Act Controls.


     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.


     SECTION 12.14 Communication Among Holders.


     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c).


     SECTION 12.15 Acts of Holders.


     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by the Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company and the
Guarantors. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustee, the
Company and the Guarantors, if made in the manner provided in this Section
12.15.


     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of


78






 




authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.


     (c)  Except as set forth in Section 7.05, if the Company shall solicit from
the Holders of the Notes any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
a resolution of its Board of Directors, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so. Notwithstanding TIA Section 316(c), such record date
shall be the record date specified in or pursuant to such resolution, which
shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith or the date of the
most recent list of Holders forwarded to the Trustee prior to such solicitation
and not later than the date such solicitation is completed. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of the then outstanding Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the then outstanding Notes shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.


     (d)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the Holder of every Note issued upon the registration or transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.


     (e)  Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Note may do so itself with
regard to all or any part of the principal amount of such Note or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.




79










 



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.



[Remainder of the page intentionally left blank, Signatures to follow]



80






 



	 	 	 	 
	Trustee:	 	WILMINGTON TRUST COMPANY	 
	 
	 	 	By: /s/ Michael Diaz
	 
	 	 	Name: Michael Diaz	 
	 	 	Title: Authorized Signer	 
	 	 	 	 







81






 

	 	 	 	 
	 	
NII HOLDINGS (CAYMAN), LTD.	 
	 	 	
NII HOLDINGS, INC.	 
	 	 	
NEXTEL INTERNATIONAL (SERVICES), LTD.	 
	 	 	
NEXTEL INTERNATIONAL INVESTMENT COMPANY	 
	 	 	
MCCAW INTERNATIONAL (BRAZIL), LTD.	 
	 	 	
AIRFONE HOLDINGS, INC.	 
	 	 	
NEXTEL INTERNATIONAL (MEXICO), LTD.	 
	 	 	
NEXTEL INTERNATIONAL (URUGUAY), LTD.	 
	 	 	
NEXTEL INTERNATIONAL (INDONESIA) LLC	 
	 	 	
NEXTEL INTERNATIONAL (PERU) LLC	 
	 
	 	 	By: /s/ Robert J.
Gilker
	 
	 	 	      ROBERT J.
GILKER	 
	 	 	      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.	 
	 	 	
PRESTADORA DE SERVICIOS DE RADIOCOMUNICACION, S.A. DE C.V.	 
	 	 	
RADOIPHONE, 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.	 
	 	 	
MULTIFON, S.A. DE C.V.	 
	 
	 	 	By: /s/ Robert J. Gilker
	 
	 	 	      ROBERT J.
GILKER	 
	 	 	      ATTORNEY IN FACT	 
	 	 	 	 





82






 

	 	 	 	 
	 	 	
NEXTEL S.A.	 
	 	 	
  NEXTEL TELECOMUNICACOES LTDA.	 
	 	 	
  PROMOBILE TELECOMUNICACOES LTDA.	 
	 	 	
  TELEMOBILE TELECOMUNICACOES LTDA.	 
	 	 	
  MASTER-TEC TELECOMUNICACOES INDUSTRIA COMERCIO DE	 
	 	 	    PRODUTOS ELETRONICOS LTDA.	 
	 	 	
  TELECOMUNICACOES BRASTEL S/C LTDA.	 
	 
	 	 	By: /s/ Robert J.
Gilker
	 
	 	 	      ROBERT J.
GILKER	 
	 	 	      ATTORNEY IN FACT	 
	 	 	 	 
	 
	 	 	By: /s/ Mercedes M.
Barreras
	 
	 	 	      MERCEDES M. BARRERAS	 
	 	 	      ATTORNEY IN FACT	 
	 	 	 	 





83






 



EXHIBIT A




	 
	[FACE OF NOTE]



NII Holdings (Cayman), Ltd.



13% Senior Secured Discount Note Due 2009



     CUSIP


     No. G6520PAA3                                                                                                                                                        $______


     NII Holdings (Cayman), Ltd., a company incorporated under the laws of the
Cayman Islands (the “Company”), for value received, promises to pay to ______,
or its registered assigns, the principal sum of one hundred eighty million,
eight hundred twenty thousand, eight hundred fifty-five dollars ($180,820,855)
on November 1, 2009.


     Interest Payment Dates: each February 1, May 1, August 1 and November 1,
beginning February 1, 2005


     Regular Record Dates: January 15, April 15, July 15 and October 15.


     Trustee: Wilmington Trust Company


     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. This Note is issued pursuant to,
and subject to the terms of, the Indenture, dated as of
November 12, 2002, among the
Company, the Trustee and the Guarantors signatory thereto.


     IN WITNESS WHEREOF, the Company has caused this Note to be signed by its
duly authorized officers.



	NII Holdings (Cayman), Ltd.
	 
	 
	By: ______________________________
	Name:
	Title:
	 
	By: ______________________________
	Name:
	Title:




1






 



(Trustee’s Certificate of Authentication)


     This is one of the 13% Senior Secured Discount Notes due 2009 described in
the within-mentioned Indenture.



	Date:
	 
	WILMINGTON TRUST COMPANY,
	as Trustee
	 
	By: ______________________________
	Authorized Signatory




     This Note has been issued with original issue discount for United States
federal income tax purposes. For further information, please contact Catherine E.
Neel, Assistant Treasurer, NII Holdings, Inc., at (703) 390-5100.


[REVERSE SIDE OF NOTE]



     NII Holdings (Cayman), Ltd. 13% Senior Secured Discount Notes due 2009
(the “Notes”).


     [Insert the legend set forth in Section 2.02, if applicable pursuant to
the provisions of the Indenture]



	 	1.	 	Accretion, Principal and Interest.



     The Company will pay the principal of this Note on November 1, 2009.


     This Note will accrete at a rate of 13% per annum, compounded quarterly on
February 1, May 1, August 1 and November 1 of each year to but not including
November 1, 2004, from an initial principal amount of $774.25 per $1,000
Accreted Value at maturity on the Issue Date to $1,000 principal amount per
$1,000 Accreted Value at maturity on November 1, 2004. The Company promises to
pay interest on the Accreted Value of this Note at a rate of 13% per annum from
November 1, 2004, or from the most recent Interest Payment Date (defined below)
thereafter to which interest has been paid quarterly in arrears on February 1,
May 1, August 1 and November 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”), commencing on February 1, 2005; provided, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
Regular Record Date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided further, that the first Interest Payment Date shall be
February 1, 2005. Beginning February 1, 2005, cash interest will be payable on
each Interest Payment Date to the Holders of record at the close of business on
the Regular Record Date immediately preceding such Interest Payment Date. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at


2






 




a rate that is 2% per annum in excess of the rate then in effect, and it
shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on installments of interest that are not paid when
initially due and payable (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



	 	2.	 	Method of Payment.



     The Company will pay interest (except defaulted interest) on the principal
amount of this Note as provided above, in each case, even if this Note is
cancelled on registration of transfer or registration of exchange after the
record date in respect of such payment; provided, that, with respect to the
payment of Accreted Value, the Company will make payment to the Holder that
surrenders this Note to a Paying Agent on or after the maturity date.


     The Company will pay Accreted Value, premium, if any, and as provided
above, interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Company may
pay Accreted Value, premium, if any, and interest by its check payable in such
money. It may mail an interest check to a Holder’s registered address (as
reflected in the Note Register). If a payment date is not a Business Day,
payment may be made on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period.



	 	3.	 	Paying Agent and Registrar.



     Initially, the Trustee will act as authenticating agent, Paying Agent and
Registrar. The Company may change any authenticating agent, Paying Agent or
Registrar without notice. The Company, any Subsidiary or any Affiliate of any
of them may act as Paying Agent, Registrar or co-Registrar.



	 	4.	 	Indenture; Limitations.



     The Company issued
the Notes under an Indenture dated as of November 12,
2002 (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), among the Company, Wilmington Trust
Company (the “Trustee”) and
the Guarantors signatory thereto. Capitalized terms herein are used as defined
in the Indenture unless otherwise indicated. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act. The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.


     The Notes are senior secured obligations of the Company entitled to the
benefits of the Indenture and the Collateral Documents.



	 	5.	 	Optional Redemption.



     The Notes will be redeemable, at the Company’s option, in whole or in
part, at any time on or after January 1, 2006 and prior to maturity at the
following Redemption Prices (expressed


3






 




in percentages of their Accreted Value), plus accrued and unpaid interest
to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date) if redeemed during the
12-month period commencing on January 1 of the applicable year set forth below:



	 	 	 	 	 
	Year
	 	 	Redemption Price
	2006
	 	 	106.50	%
	2007
	 	 	103.25	%
	2008 and thereafter
	 	 	100.00	%



     Notice of any optional redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at his or her last address as it appears in the Note Register. On and
after the Redemption Date, interest ceases to accrue on Notes or portions of
Notes called for redemption, and the Accreted Value of the Notes called for
redemption ceases to increase, unless the Company defaults in the payment of
the Redemption Price.



	 	6.	 	Repurchase upon Change of Control.



     Upon the occurrence of any Change of Control, each Holder shall have the
right to require the repurchase of its Notes by the Company in cash pursuant to
the offer described in the Indenture at a purchase price equal to 101% of the
Accreted Value thereof plus accrued interest to the Payment Date stated in the
Offer to Purchase (the “Change of Control Payment”).


     A notice of such Change of Control will be mailed within 30 days after any
Change of Control occurs to each Holder at its last address as it appears in
the Note Register. Notes in original denominations larger than $1.00 may be
sold to the Company in part. On and after the Payment Date, interest ceases to
accrue (or original issue discount shall cease to amortize) on Notes or
portions of Notes surrendered for purchase by the Company, unless the Company
defaults in the payment of the Change of Control Payment.



	 	7.	 	Denominations; Transfer; Exchange.



     The Notes are in registered form without coupons in denominations of $1.00
of principal amount and multiples of $1.00 in excess thereof. A Holder may
register the transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the
transfer or exchange of any Notes selected for redemption. Also, it need not
register the transfer or exchange of any Notes for a period of 15 days before
the mailing of a notice of redemption of Notes to be redeemed is made.



	 	8.	 	Persons Deemed Owners.



     Prior to registration of a transfer by a Holder of a Note as provided for
in the Indenture, a Holder shall be treated as the owner of a Note for all
purposes.


4






 



	 	9.	 	Discharge Prior to Redemption or Maturity.



     If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding Accreted Value of, premium,
if any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except in certain
circumstances for certain sections thereof, and (b) to the Stated Maturity, the
Company will be discharged from certain covenants set forth in the Indenture.



	 	10.	 	Amendment; Supplement; Waiver.



     Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the Required Consent, and any existing default, or
compliance with any provision, may be waived with the consent of the Holders of
at least a majority in Accreted Value amount of the Notes then outstanding.
Without notice to or the consent of any Holder, the parties thereto may amend
or supplement the Indenture or the Notes to, among other things, cure
ambiguity, defect or inconsistency and make any change that does not adversely
affect the rights of any Holder.


     “Required Consent” means, except as otherwise expressly provided in this
Indenture with respect to matters requiring the consent of each Holder of Notes
affected thereby, the consent of Holders of not less than a majority in
aggregate Accreted Value amount of the Notes outstanding at the time of such
consent.



	 	11.	 	Restrictive Covenants.



     The Indenture imposes certain limitations on the ability of each of the Restricted
Group Members, among other things, to Incur additional Indebtedness, make
Restricted Payments, use the proceeds from Asset Sales, engage in transactions
with Affiliates or merge, consolidate or transfer substantially all of its
assets. Within 45 days after the end of each of the Company’s first three
fiscal quarters of each of its fiscal years and 90 days after the end of the
last fiscal quarter of each year, the Company must report to the Trustee on
compliance with such limitations.



	 	12.	 	Successor Persons.



     When a successor Person or other entity assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor Person will be
released from those obligations.



	 	13.	 	Defaults and Remedies.



     An “Event of Default” shall exist with respect to the Notes if any of the
following occurs and is continuing:


     (a)  the Company defaults in the payment of Accreted Value of (or premium,
if any, on) any Note when the same becomes due and payable, at Stated Maturity,
upon acceleration, redemption, required purchase or otherwise;

5






 



     (b)  the Company defaults in the payment of interest on any Note when the
same becomes due and payable, and such default continues for a period of 30
days;


     (c)  the Company fails to make or consummate a required Excess Proceeds
Offer in accordance with Section 4.10 of the Indenture or a required Offer to Purchase in
accordance with Section 4.11 of the Indenture, or defaults in the observance of any material
provision of Section 5.01 of the Indenture;


     (d)  any Restricted Group Member defaults in the performance of or breaches
any other covenant or agreement applicable to it contained in the Indenture or
the Notes (other than a default specified in clause (a), (b) or (c) above), any
Note Guarantee, or any Collateral Document that secures the Notes, and such
default or breach continues for a period of 30 consecutive days after written
notice shall have been given (i) by the Trustee to the Company or (ii) to the
Trustee and the Company by the Holders of 25% or more in aggregate Accreted
Value amount of the Notes;


     (e)  there occurs with respect to the New MEFA: (i) an event of default
that permits the lender(s) under the New MEFA to declare the New MEFA to be due
and payable prior to its Stated Maturity and the failure of the obligor to cure
or receive a waiver with respect to the event of default within 30 days after
its occurrence; (ii) an event of default and the declaration by the lender(s)
under the New MEFA that the New MEFA is due and payable prior to its Stated
Maturity; or (iii) an event of default and the request for payment by the
lender(s) under the New MEFA on any guarantee securing the New MEFA; provided,
however, that if an Event of Default occurs under clause (i), no Event of
Default has occurred under clauses (ii) or (iii) and the lender(s) under the
New MEFA subsequently waive(s) the event of default under the New MEFA, then
the Event of Default under clause (i) will also be waived without any further
action of the Noteholders or the Trustee;


     (f)  there occurs with respect to the New EFA an event of default and the
request for payment by the lender(s) under the New EFA on any Guarantee
securing the New EFA;


     (g)  there occurs with respect to Indebtedness (other than the New MEFA or
the New EFA) of any Restricted Group Member having an outstanding principal
amount of $10 million or more in the aggregate an event of default that permits
any holder thereof to declare such Indebtedness to be due and payable prior to
its Stated Maturity;


     (h)  any final judgment or order (not fully covered by insurance) for the
payment of money in excess of $10 million, individually or in the aggregate for
all such final judgments or orders against all such Persons (treating any
deductibles, self-insurance or retention as not so covered), shall be rendered
against any Restricted Group Member, and shall not be paid or discharged for
any period of 30 consecutive days, unless a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall be in
effect;


     (i)  a court having jurisdiction enters a decree or order for (A) relief in
respect of the Company or any Significant Group Member in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or any
Significant Group Member or for all or substantially all of the property and
assets of the


6






 




Company or any Significant Group Member or (C) the winding up or
liquidation of the affairs of the Company or any Significant Group Member and,
in each case, such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days;


     (j)  the Company or any Significant Group Member (A) commences a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Group Member
or for all or substantially all of the property and assets of the Company or
any Significant Group Member or (C) effects any general assignment for the
benefit of creditors; or


     (k)  actual invalidity (or the assertion hereof by any Restricted Group
Member) of any Note Guarantee, Lien, priority status or the benefits of
subordination of other claims in respect of the Notes resulting from acts or
omissions of any Restricted Group Member, other than in accordance with the
terms hereof or thereof.


If an Event of Default, as defined in the Indenture, occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate Accreted Value amount
of the Notes may declare all the Accreted Value of, premium, if any, and
accrued interest on the Notes to be immediately due and payable. If a
bankruptcy or insolvency default with respect to the Company occurs and is
continuing, or Indebtedness under the New MEFA or New EFA shall have been
accelerated prior to its Stated Maturity, the Accreted Value of, premium, if
any, and accrued interest on the Notes shall automatically be immediately due
and payable. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Notes. Subject to certain
limitations, Holders of at least a majority in principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power.



	 	14.	 	Trustee Dealings with Company.



     The Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from and perform services for the Company or
its Affiliates and may otherwise deal with the Company or its Affiliates as if
it were not the Trustee.



	 	15.	 	Authentication.



     This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.



	 	16.	 	Abbreviations.



     Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).


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     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to NII Holdings, Inc.,
10700 Parkridge Boulevard Suite 600, Reston, Virginia 20191, Attention:
President, copy to: Chief Financial Officer.



	 	17.	 	Guarantee.



This Note is guaranteed by certain Affiliates of the Company pursuant to
Article 9 and Section 4.20 of the Indenture.


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[FORM OF TRANSFER NOTICE]


     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto


     Insert Taxpayer Identification No. ___________________________________________________________________________


     Please print or typewrite name and address including zip code of assignee
____________________________the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
____________________________attorney to transfer such Note
on the books of the Company with full power of substitution in the premises.



	 	 	 
	Date: _________	 	
___________________________________________________
	 
	 	 	
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within-mentioned
instrument in every particular, without
alteration or any change whatsoever.




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OPTION OF HOLDER TO ELECT PURCHASE


     If you wish to have this Note purchased by the Company pursuant to Section
4.11 of the Indenture, check the Box:


     If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.11 of the Indenture, state the principal amount:
$__________________.


     Date:


     Your Signature: ______________________________


		
	 	        (Sign exactly as your name appears on the other side of this Note)



     Signature Guarantee: __________________


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EXHIBIT B



GUARANTOR ACCESSION AGREEMENT



__, 20__



To Wilmington Trust Company and each of the Holders

(as defined in the Indenture hereinafter referred to)


Ladies and Gentlemen:


     Reference is made to the 13% Senior Secured Notes of NII Holdings
(Cayman), Ltd. in principal amount at maturity of $180,820,855 (the “Notes”)
issued under an indenture, dated as of November 12, 2002 (as amended, restated
or otherwise modified from time to time, the “Indenture”), by and among the
Trustee, NII Holdings (Cayman), Ltd., a company incorporated under the laws of
the Cayman Islands, and each Person that becomes or has become a guarantor of
the Notes pursuant to Article 9 of the Indenture (collectively, the
“Guarantors”). Capitalized terms used herein and not otherwise defined have
the meanings ascribed to such terms in the Indenture.


     [____________________________________], a [________________________] [corporation] (the
“New Guarantor”), hereby agrees with you as follows:


     1.     Guarantee. The New Guarantor hereby unconditionally agrees to assume
and become liable for, and by execution and delivery of this Agreement does
assume and become liable for, each and every obligation of a Guarantor under
the Indenture, the intent of the New Guarantor being that, upon execution and
delivery of their instrument to the Trustee, the rights and obligations of the
New Guarantor shall be the same as if the New Guarantor had been an original
party to the Indenture.


     2.     Further Assurances. The New Guarantor agrees to cooperate with the
Holders and execute such further instruments and documents as the Holders
shall reasonably request to effect, to the reasonable satisfaction of the
Holders, the purposes of this Agreement.


     3.     Binding Effect. This Agreement shall be binding upon the New Guarantor
and shall inure to the benefit of the Holders and their respective successors
and assigns.


     4.     Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.



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     IN WITNESS WHEREOF, the New Guarantor has caused this Agreement to be
executed on its behalf by one of its duly authorized officers.



	 
	[NAME OF NEW GUARANTOR]
	 
	 
	By______________________________

Name:
	Title:
	[Address]




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EXHIBIT C



RESTRICTED GROUP MEMBERS




	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name	 	of Formation	 	Status
	

	NII Holdings, Inc.	 	
Delaware
	 	Restricted Group Member
	NII Holdings (Cayman), Ltd.	 	
Cayman Islands
	 	Borrower
	Nextel International (Services), Ltd.	 	
Delaware
	 	Restricted Subsidiary
	Nextel International Investment Company	 	
Delaware
	 	Restricted Subsidiary
	McCaw International (Brazil), Ltd.	 	
Virginia
	 	Restricted Subsidiary
	Airfone Holdings, Inc.	 	
Delaware
	 	Restricted Subsidiary
	Nextel International (Mexico), Ltd.	 	
Delaware
	 	Restricted Subsidiary
	Nextel International (Peru) LLC	 	
Cayman Islands
	 	Restricted Subsidiary
	Nextel International (Indonesia) LLC	 	
Cayman Islands
	 	Restricted Subsidiary
	Nextel International (Uruguay), Inc.	 	
Delaware
	 	Restricted Subsidiary
	Nextel del Peru, S.A.	 	
Peru
	 	Restricted Subsidiary
	Transnet del Peru, S.R.L	 	
Peru
	 	Restricted Subsidiary
	Comunicaciones Nextel de Mexico, S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Sistemas de Comunicaciones Troncales, S.A. De C.V.	 	
Mexico
	 	Restricted Subsidiary
	Radiophone, S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Prestadora de Servicios de Radiocomunicacion, S.A.
de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Fonotransportes Nacionales, S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Servicios Protel, S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Nextel de Mexico, S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Teletransportes Integrales, S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Servicios de Radiocomunicacion Movil de Mexico,
S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Multifone S.A. de C.V.	 	
Mexico
	 	Restricted Subsidiary
	Nextel, S.A.	 	
Brazil
	 	Restricted Subsidiary
	Nextel Telecomunicaçoes Ltda.	 	
Brazil
	 	Restricted Subsidiary
	Promobile Telecomunicaçoes Ltda.	 	
Brazil
	 	Restricted Subsidiary
	Telemobile Telecomunicaçoes Ltda.	 	
Brazil
	 	Restricted Subsidiary
	Master-Tec Telecomunicaçoes Industria e Comercio de Produtos
Electronicos Ltda.	 	
Brazil
	 	Restricted Subsidiary
	Telecomunicaçoes Brastel S/C Ltda.	 	
Brazil
	 	Restricted Subsidiary
	Inversiones Nextel de Mexico, S.A. de C.V.	 	
Mexico
	 	Restricted Affiliate



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EXHIBIT D



EXCLUDED ENTITIES




	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name	 	of Formation	 	Status
	

	Inversiones Nextel de Mexico, S.A. de C.V.	 	
Mexico
	 	Restricted Affiliate



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EXHIBIT E



UNRESTRICTED SUBSIDIARIES AND UNRESTRICTED AFFILIATES




	 	 	 	 	 
	 	 	Jurisdiction	 	 
	Name	 	of Formation	 	Status
	

	Nextel International (Argentina), Ltd.	 	
Cayman Islands
	 	Unrestricted Subsidiary
	Nextel Communications Argentina, S.A.	 	
Argentina
	 	Unrestricted Subsidiary
	Centennial Cayman Corp.	 	
Cayman Islands
	 	Unrestricted Subsidiary
	Centennial Cayman Corp. Chile S.A.	 	
Chile
	 	Unrestricted Subsidiary
	Multikom S.A.	 	
Chile
	 	Unrestricted Subsidiary
	Nextel International (Philippines) LLC	 	
Cayman Islands
	 	Unrestricted Subsidiary
	Nextel International Asia Holdings Limited	 	
Hong Kong
	 	Unrestricted Subsidiary
	East Holdings Limited	 	
Hong Kong
	 	Unrestricted Subsidiary
	Emerald Investments, Inc.	 	
Philippines
	 	Unrestricted Subsidiary
	Foodcamp Industries and Marketing, Inc.	 	
Philippines
	 	Unrestricted Subsidiary
	Top Mega Enterprises Limited	 	
Hong Kong
	 	Unrestricted Subsidiary
	Joyce Link Holdings, Ltd.	 	
Hong Kong
	 	Unrestricted Subsidiary
	Nextel Communications Philippines, Inc.	 	
Philippines
	 	Unrestricted Subsidiary
	Gamboa Holdings, Inc.	 	
Philippines
	 	Unrestricted Subsidiary
	Nextel International (Japan), Ltd.	 	
Delaware
	 	Unrestricted Subsidiary
	Holding Protel S.A. de C.V.	 	
Mexico
	 	Unrestricted Affiliate
	H-Telecom Ltda	 	
Brazil
	 	Unrestricted Affiliate



1