##### 



Exhibit 10.2
  
EXECUTION VERSION
 REGISTRATION RIGHTS AGREEMENT
 Agreement Company Initial Purchasers Purchase Agreement
 Holder Holders
 Definitions
 Amendment Effectiveness Deadline Date
 Business Day
 Common Stock
 Company
 Conversion Price
 Damages Accrual Period
 Damages Payment Date
 Deferral Notice
 Deferral Period
 Effectiveness Deadline Date
 Effectiveness Period
 Event




---



##### 



Exchange Act
 Filing Deadline Date
 Holder
 Indenture
 Initial Purchasers
 Initial Shelf Registration Statement
 Issue Date
 Liquidated Damages Amount
 Material Event
 Notes
 Notice and Questionnaire
 Notice Holder
 Purchase Agreement
 Prospectus
 Record Holder
 Registrable Securities
 2




---



##### 



Registration Statement
 Rule 144
 Rule 144A
 SEC
 Securities Act
 Shelf Registration Statement
 Special Counsel
 Subsequent Shelf Registration Statement
 Trustee
 Underlying Common Stock
 Well-Known Seasoned Issuer WKSI
 WKSI Shelf Registration Statement
 3




---



##### 



Shelf Registration Filing Deadline Date Shelf Registration Statement Initial Shelf Registration Statement provided, however, Effectiveness Deadline Date
 Subsequent Shelf Registration Statement
   4




---



##### 



Amendment Effectiveness Deadline Date
 provided
     5




---



##### 



Event
 Type ofEvent by
    
    Beginning
    
    EndingClause
    
    Date
    
    Date(i)
    
    Filing Deadline Date
    
    the date the Initial
Shelf Registration
Statement is filed(ii)
    
    Effectiveness Deadline Date
    
    the date the Initial
Shelf Registration
Statement becomes or
is declared effective
under the Securities
Act(iii)
    
    the date by which the Company
is required to perform its
obligations under Section
2(d)
    
    the date the Company
performs its
obligations set forth
in Section 2(d)(iv)
    
    the Amendment Effectiveness
Deadline Date
    
    the date the
applicable
post-effective
amendment to a Shelf
Registration Statement
becomes effective
under the Securities
Act(v)
    
    the date on which the
aggregate duration of
Deferral Periods in any
period exceeds the number of
days permitted by Section
3(h)
    
    termination of the
Deferral Period that
caused the limit on
the aggregate duration
of Deferral Periods to
be exceeded
  Damages
Accrual Period Liquidated Damages Amount
 6




---



##### 



(A)
    
    in respect of any Note that is a Registrable Security, the Company agrees to
pay interest accruing for each day in the Damages Accrual Period at a rate per annum
equal to 0.5% of the principal amount of such Note;(B)
    
    in respect of any Note that is a Registrable Security and is submitted by a
Holder for conversion into Underlying Common Stock during a Damages Accrual Period, the
Company agrees (i) to pay on the settlement date in respect to such conversion,
interest accruing for each day commencing on (and including) the first day of such
Damages Accrual Period and ending on (but excluding) such settlement date at a rate per
annum equal to 0.5% of the principal amount of such Note and (ii) to issue and deliver
in respect of each $1,000 principal amount of Notes submitted for conversion,
additional shares of Underlying Common Stock equal to 1% of the Applicable Conversion
Rate (as defined in the Indenture) (except to the extent the Company elects to deliver
cash upon conversion in accordance with terms of the Indenture); and(C)
    
    in respect of Common Stock, each Holder of such Common Stock will not be
entitled to any Liquidated Damages Amount;
 provided
  7




---



##### 



Registration Procedures
 provided
   8




---



##### 



provided
 Material Event
  9




---



##### 



Deferral Notice
 Deferral Period provided provided
 provided
 10




---



##### 



provided further
      11




---



##### 



Holders Obligations
 12




---



##### 



Registration Expenses
 Indemnification and Contribution
 Indemnification by the Company. Indemnified Person provided however
 Indemnification by the Notice Holders and any Agents and Underwriters.
 13




---



##### 



Notices of Claims, Etc.
 Contribution.
 14




---



##### 



Information Requirements
 Underwritten Registrations 15
        Miscellaneous
 No Conflicting Agreements
 Amendments and Waivers provided
 Notices
   16




---



##### 



Approval of Holders
 Successors and Assigns provided
 17




---



##### 



Counterparts
 Headings
 Governing Law
 Severability
 Entire Agreement
 Termination
 18




---



##### 



NII HOLDINGS, INC.By:

/s/Name:Title: Confirmed and accepted as
of the date first above written:
DEUTSCHE BANK SECURITIES INC.
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
BY: DEUTSCHE BANK SECURITIES INC.By:

/s/(Deutsche Bank Securities Inc.)By:

/s/(Deutsche Bank Securities Inc.)




---



##### 



SCHEDULE I
 Initial Purchasers