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Exhibit 10.1
 PURCHASE AGREEMENT
  
  Company Initial Purchasers Firm Securities Indenture Trustee Additional Securities Securities Underlying Securities
 Securities Act
 Registration Rights Agreement
 Preliminary Memorandum Final
Memorandum Additional Written Offering Communication Time of Sale Memorandum Applicable Time supplement amendment amend Commission




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Exchange Act
 Representations and Warranties
   Subsidiary Subsidiaries Material Adverse Effect
  2




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3




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U.S.
GAAP
   Environmental Laws
    4




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Intellectual Property
    5




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Affiliate
 TIA
 6




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Agreements to Sell and Purchase Purchase Price
 Option Closing Date
 Common Stock
 Terms of the Offering
 Payment and Delivery
 7




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Closing Date
   Conditions to the Initial Purchasers Obligations
      8




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provided
      Covenants of the Company
  9




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10




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Offering of Securities; Restrictions on Transfer QIB
 11




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Indemnity and Contribution provided however
   12




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13




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Termination
 Effectiveness
  Counterparts
 Applicable Law
 Headings
 Absence of Fiduciary Relationship
 14




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Entire Agreement
 Waiver of Jury Trial
 15




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Very truly yours, 
NII HOLDINGS, INC.By:
    /s/Name:
    Gary D. BegemanTitle:
    Vice President and General Counsel 
 
 BY: DEUTSCHE BANK SECURITIES INC.By:
    /s/(Deutsche Bank Securities Inc.)By:
    /s/(Deutsche Bank Securities Inc.)




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SCHEDULE I
 Principal Amount of InitialInitial Purchasers
    
    Securities to be PurchasedDeutsche Bank Securities Inc
    
    $
    750,000,000Bear, Stearns & Co. Inc
    
    $
    125,000,000Goldman, Sachs & Co
    
    $
    125,000,000Total
    
    $
    1,000,000,000
 I-1




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SCHEDULE II
 Subsidiaries
 
 II-1




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SCHEDULE III
 a)      Additional Written Offering Communications included in the Time of Sale Memorandum:
  b)      Other Additional Written Offering Communications:
  III-1




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SCHEDULE IV
 List of Persons Subject to Lock-Up Agreements
    IV-1




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EXHIBIT A
 
  U.S.
Subsidiary U.S. Subsidiaries
      A-1




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A-2




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Excluded Information
     A-3




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EXHIBIT B-1
 
 Nextel Argentina
 RMD
   provided however that B-1-1
       B-1-2
       EXHIBIT B-2
 
 Nextel Brazil sociedade por quotas de responsabilidade limitada Brazil NTLD
 sociedade por quotas de responsabilidade limitada
 Nextel S.A. sociedade por ações
   B-2-1




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B-2-2




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EXHIBIT B-3
 
 Operating Companies
      B-3-1




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B-3-2




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EXHIBIT B-4
 
 Nextel Mexico
     B-4-1




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B-4-2




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EXHIBIT B-5
 
 Nextel Peru
    B-5-1




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EXHIBIT C
 FORM OF LOCK-UP AGREEMENT
  
  Initial Purchasers Purchase Agreement Company Offering Notes Common Stock
 Offering Memorandum Lock-Up Period
  (A)
    
    the issuance by the Company of shares of Common Stock upon the
exercise of an option or warrant or the conversion of a security outstanding on
the date hereof;(B)
    
    the granting of any options, deferred shares or other equity
awards under the Companys equity incentive plans, so long as such options do
not vest and become exercisable or such deferred shares or other awards do not
vest, in each case, in the absence of extraordinary events or occurrences
beyond the control of the grantee or recipient, until after the expiration of
such 90-day period;
 C-1




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(C)
    
    transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market purchases
after the completion of the offering of the Notes pursuant to the Purchase
Agreement;(D)
    
    transfers to immediate family members or to a trust of which
the transferor or the transferee family members is a beneficiary; transfers as
a bona fide gift; or distributions or transfers to partners, members or
controlled affiliates of the transferor, providedthat, in each case, the
transferee, donee or distributee agrees to be bound by the terms hereof;(E)
    
    transfers effected by the undersigned or the undersigneds
personal representative in the event that the undersigned dies or becomes
permanently disabled; and(F)
    
    transfers pursuant to the terms and conditions of any existing
Rule 10b5-1 plans as in effect as of the date hereof.
     C-2




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Very truly yours,(Name)(Address)
 C-3




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EXHIBIT D
 FORM OF REGISTRATION RIGHTS AGREEMENT
 D-1