exv4w12









    Exhibit
    4.12



 




    NII
    CAPITAL CORP.




    Offer to Exchange




    8.875% SENIOR NOTES DUE
    2019




    that have been registered under
    the Securities Act of 1933




    for any and all




    8.875% SENIOR NOTES DUE
    2019



 











    The exchange offer will expire
    at 5:00 p.m., New York City time,
    on          ,
    2010, unless sooner terminated or extended. Outstanding notes
    tendered in the exchange offer may be withdrawn at any time
    prior to 5:00 p.m., New York City time, on the expiration
    date, but not thereafter.





 


 



    To Our Clients:



 



    We are enclosing with this letter a prospectus
    dated          ,
    2010 of NII Capital Corp., or NII Capital, and the related
    letter of transmittal. These two documents together constitute
    NII Capital’ offer to exchange its 8.875% Senior Notes due
    2019 (the “8.875% Exchange Notes”), the issuance of
    which has been registered under the Securities Act of 1933, for
    a like principal amount of its issued and outstanding
    unregistered 8.875% Senior Notes due 2019 (the “8.875% Old
    Notes”). The exchange offer is not conditioned upon any
    minimum aggregate principal amount of 8.875% Old Notes being
    tendered for exchange.



 



    We are the holder of record of 8.875% Old Notes held by us for
    your own account. A tender of your 8.875% Old Notes held by us
    can be made only by us as the record holder according to your
    instructions. The letter of transmittal is furnished to you for
    your information only and cannot be used by you to tender 8.875%
    Old Notes held by us for your account.



 



    We request that you provide written instructions to us, in the
    form attached hereto, as to whether you wish to tender any or
    all of the 8.875% Old Notes held by us for your account under
    the terms and conditions of the exchange offer. We also request
    that you confirm that we may, on your behalf, make the
    representations contained in the letter of transmittal.



 



    Pursuant to the letter of transmittal, each holder of 8.875% Old
    Notes will represent to NII Capital, among other things, that:



 


			
	 	    • 
	
    any 8.875% Exchange Notes received are being acquired in the
    ordinary course of business of the person receiving such 8.875%
    Exchange Notes;

	 
	 	    • 
	
    such person does not have an arrangement or understanding with
    any person to participate in the distribution of the 8.875% Old
    Notes or the 8.875% Exchange Notes within the meaning of the
    Securities Act;

	 
	 	    • 
	
    such person is not an “affiliate,” as defined in
    Rule 405 under the Securities Act, of NII Capital or any
    Guarantor, or if it is such an affiliate, it will comply with
    the registration and prospectus delivery requirements of the
    Securities Act to the extent applicable;

	 
	 	    • 
	
    if such person is not a broker-dealer, it is not engaged in, and
    does not intend to engage in, a distribution of 8.875% Exchange
    Notes;

	 
	 	    • 
	
    if such person is a broker-dealer, it will receive 8.875%
    Exchange Notes in exchange for 8.875% Old Notes that were
    acquired for its own account as a result of market-making
    activities or other trading activities, and it will deliver a
    prospectus in connection with any resale of such 8.875% Exchange
    Notes; however, by so















 






			
	 	
	
    acknowledging and by delivering a prospectus, it will not be
    deemed to admit that it is an “underwriter” within the
    meaning of the Securities Act;




 


			
	 	    • 
	
    if such person is a broker-dealer, it did not purchase the
    8.875% Old Notes to be exchanged for the 8.875% Exchange Notes
    from NII Capital; and

	 
	 	    • 
	
    such person is not acting on behalf of any person who could not
    truthfully and completely make the foregoing representations.




 



    The exchange offer is not being made to (nor will the surrender
    of 8.875% Old Notes be accepted from or on behalf of) holders in
    any jurisdiction in which the making or acceptance of the offer
    would not be in compliance with the laws of such jurisdiction.



 



    No person has been authorized to give any information with
    respect to the exchange offer, or to make any representation in
    connection therewith, other than those contained in the
    prospectus and the letter of transmittal. If made or given, such
    recommendation or any such information or representation must
    not be relied on as having been authorized by NII Capital or any
    Guarantor.



 



    Very truly yours,





    

    2








 







    Please return your instructions to us in the enclosed
    envelope within ample time to permit us to submit a tender on
    your behalf prior to the expiration date of the exchange
    offer.



 




    INSTRUCTION TO
    DTC PARTICIPANT



 



    To Participant of The Depository Trust Company:



 



    The undersigned hereby acknowledges receipt and review of the
    prospectus
    dated          ,
    2010 of NII Capital Corp., or NII Capital, and the related
    letter of transmittal. These two documents together constitute
    NII Capital’s offer to exchange its 8.875% Senior Notes due
    2019 (the “8.875% Exchange Notes”), the issuance of
    which has been registered under the Securities Act of 1933, for
    a like principal amount of its issued and outstanding
    unregistered 8.875% Senior Notes due 2019 (the “8.875% Old
    Notes”).



 



    This will instruct you, the registered holder and DTC
    participant, as to the action to be taken by you relating to the
    exchange offer for the 8.875% Old Notes held by you for the
    account of the undersigned.



 



    The aggregate principal amount of the 8.875% Old Notes held by
    you for the account of the undersigned is (fill in
    amount):$          .



 



    With respect to the exchange offer, the undersigned hereby
    instructs you (check appropriate box):



 


			
	 	    o 
	
    To TENDER all 8.875% Old Notes held by you for the account of
    the undersigned.

	 
	 	    o 
	
    To TENDER the following amount of 8.875% Old Notes held by
    you for the account of the undersigned:
    $          .

	 
	 	    o 
	
    NOT to TENDER any 8.875% Old Notes held by you for the
    account of the undersigned.




 



    If no box is checked, a signed and returned Instruction to
    DTC Participant will be deemed to instruct you to tender all
    8.875% Old Notes held by you for the account of the
    undersigned.



 



    If the undersigned instructs you to tender the 8.875% Old Notes
    held by you for the account of the undersigned, it is understood
    that you are authorized to make, on behalf of the undersigned
    (and the undersigned, by its signature below, hereby makes to
    you), the representations contained in the letter of transmittal
    that are to be made with respect to the undersigned as a
    beneficial owner, including, but not limited to, the
    representations that:



 


			
	 	    • 
	
    any 8.875% Exchange Notes received are being acquired in the
    ordinary course of business of the undersigned;

	 
	 	    • 
	
    the undersigned does not have an arrangement or understanding
    with any person to participate in the distribution of the 8.875%
    Old Notes or the 8.875% Exchange Notes within the meaning of the
    Securities Act;

	 
	 	    • 
	
    the undersigned is not an “affiliate,” as defined in
    Rule 405 under the Securities Act, of NII Capital or any
    Guarantor, or if it is such an affiliate, it will comply with
    the registration and prospectus delivery requirements of the
    Securities Act to the extent applicable;

	 
	 	    • 
	
    if the undersigned is not a broker-dealer, it is not engaged in,
    and does not intend to engage in, a distribution of 8.875%
    Exchange Notes;

	 
	 	    • 
	
    if the undersigned is a broker-dealer, it will receive 8.875%
    Exchange Notes in exchange for 8.875% Old Notes that were
    acquired for its own account as a result of market-making
    activities or other trading activities, and it will deliver a
    prospectus in connection with any resale of such 8.875% Exchange
    Notes; however, by so acknowledging and by delivering a
    prospectus, the undersigned will not be deemed to admit that it
    is an “underwriter” within the meaning of the
    Securities Act;

	 
	 	    • 
	
    if the undersigned is a broker-dealer, it did not purchase the
    8.875% Old Notes to be exchanged for the 8.875% Exchange Notes
    from NII Capital; and

	 
	 	    • 
	
    the undersigned is not acting on behalf of any person who could
    not truthfully and completely make the foregoing representations.






    

    3








 







 




    SIGN
    HERE



 


				
	 	    Name of beneficial owner(s): 

	
    

	 



 


				
	 	    Signature(s): 

	
    

	 



 


				
	 	    Name(s) (please print): 

	
    

	 



 


				
	 	    Address: 
	
    

	 



 


				
	 	    Telephone Number: 

	
    

	 



 


				
	 	    Taxpayer Identification or Social Security
    Number: 

	
    

	 



 


				
	 	    Date: 
	
    

	 








    

    4