exv4w14







 




    Exhibit 4.14



 




    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



 



    This form, or one substantially equivalent hereto, must be used
    by a holder to accept the Exchange Offer of NII Capital Corp.
    (the “Issuer”) to tender outstanding unregistered
    8.875% Senior Notes due 2019 (the “8.875% Old
    Notes”) to The Bank of New York Trust Company, N.A.,
    as exchange agent (the “Exchange Agent”), pursuant to
    the guaranteed delivery procedures described in “The
    Exchange Offer — Procedures for Tendering Old
    Notes — Guaranteed Delivery” of the Issuer’s
    prospectus
    dated          ,
    2010 (the “Prospectus”) and in Instruction 2 to
    the related letter of transmittal. Any holder who wishes to
    tender 8.875% Old Notes pursuant to such guaranteed delivery
    procedures must ensure that the Exchange Agent receives this
    notice of guaranteed delivery, properly completed and duly
    executed, prior to the Expiration Date (as defined below) of the
    Exchange Offer. Capitalized terms used but not defined in this
    letter have the meanings given to them in the letter of
    transmittal.



 


 









    The Exchange Offer will expire
    at 5:00 p.m., New York City time,
    on          ,
    2010, unless sooner terminated or extended (the “Expiration
    Date”). 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    may be withdrawn at any time prior to 5:00 p.m., New York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.





 



    Wilmington
    Trust Company



 



    By Overnight Delivery, Courier or Mail




    (overnight delivery or courier recommended;




    if by mail, registered or certified mail
    recommended):




    Wilmington Trust Company




    Rodney Square North




    1100 N. Market St.




    Wilmington, DE
    19890-1615




    Attn: Sam Hamed



 



    Registered or Certified Mail:




    Wilmington Trust Company




    Rodney Square North




    1100 N. Market St.




    Wilmington, DE
    19890-1615




    Attn: Sam Hamed



 



    By Facsimile Transmission (eligible institutions
    only):




    (302) 636-4139




    Attn: Exchanges



 



    Telephone Inquiries:




    (302) 636-6470



 



    Delivery of this instrument to an address other than as set
    forth above or transmission via facsimile to a number other than
    the one listed above will not constitute a valid delivery. The
    instructions accompanying this notice of guaranteed delivery
    should be read carefully before the notice of guaranteed
    delivery is completed.














 







    This notice of guaranteed delivery is not to be used to
    guarantee signatures. If a signature on a letter of transmittal
    is required to be guaranteed by an “Eligible
    Institution” under the instructions thereto, that signature
    guarantee must appear in the applicable space in the box
    provided on the letter of transmittal for guarantee of
    signatures.



 



    Ladies and Gentlemen:



 



    The undersigned hereby tenders to the Issuer, in accordance with
    its offer, upon the terms and subject to the conditions set
    forth in the Prospectus and the related letter of transmittal,
    receipt of which is hereby acknowledged, the principal amount of
    8.875% Old Notes set forth below pursuant to the guaranteed
    delivery procedures set forth in the Prospectus under the
    caption “The Exchange Offer — Procedures for
    Tendering Old Notes — Guaranteed Delivery” and in
    Instruction 2 of the letter of transmittal.



 



    The undersigned hereby tenders the 8.875% Old Notes listed below:



 


	 	 	 	 	 	 	 
	
    Certificate Number(s)

    
	
 
	
 
	
 
	
 
	
 
	
 

	
    (If known) of 8.875% Old Notes

    
	
 
	
 
	
    Aggregate Principal

    
	
 
	
 
	
    Aggregate Principal

    

	
    or Account Number at DTC
	
 
	
 
	
    Amount Represented
	
 
	
 
	
    Amount Tendered*

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 









 




    PLEASE
    SIGN AND COMPLETE



 


 





 





 



    Names of Registered Holder(s)



 





 





 



    Address



 





 





 





 



    Signature(s) of Registered Holder(s) or




    Authorized Signatory



 



    Dated: ­
    ­



 



    Area Code and Telephone Number(s)



 





 


			
	
    * 		
    All tenders must be in minimum denominations of $2,000 and in
    integral multiples of $1,000 in excess thereof.





    

    2








 









 




    This notice of guaranteed delivery must be signed by the
    registered holder(s) of the tendered 8.875% Old Notes exactly as
    the name(s) of such person(s) appear(s) on certificates for the
    8.875% Old Notes or on a security position listing as the owner
    of the 8.875% Old Notes, or by person(s) authorized to become
    holder(s) by endorsements and documents transmitted with this
    notice of guaranteed delivery. If signature is by a trustee,
    executor, administrator, guardian, attorney-in-fact, officer of
    a corporation or other person acting in a fiduciary or
    representative capacity, such person must provide the following
    information:



 




    Please
    print name(s) and address(es)



 


		
	    Name(s): 	
    





 


		
	           
	    


	 
	           
	    





 


		
	    Capacity: 	
    





 


		
	    Address(es): 	
    





 


		
	           	
    





 




    GUARANTEE



 




    (not to
    be used for signature guarantee)



 



    The undersigned, a firm that is a member of a registered
    national securities exchange or of the National Association of
    Securities Dealers, Inc., a commercial bank or trust company
    having an office or correspondent in the United States, or an
    “eligible guarantor institution” within the meaning of
    Rule 17Ad-15
    under the Securities Exchange Act of 1934, as amended (in each
    case that is a participant in the Securities Transfer
    Agents’ Medallion Program, the New York Stock Exchange
    Medallion Program or the Stock Exchanges’ Medallion Program
    approved by the Securities Transfer Association Inc.), hereby
    guarantees deposit with the Exchange Agent of the letter of
    transmittal (or facsimile thereof or agent’s message in
    lieu thereof), together with the 8.875% Old Notes tendered
    hereby in proper form for transfer (or confirmation of the
    book-entry transfer of such 8.875% Old Notes into the Exchange
    Agent’s account at DTC described in the Prospectus under
    the caption “The Exchange Offer — Procedures for
    Tendering Old Notes — Book Entry Delivery
    Procedures” and in the letter of transmittal) and any other
    required documents, all by 5:00 p.m., New York City time,
    within three New York Stock Exchange trading days following the
    Expiration Date.



 


	 	 	 
	

    Name of
    Firm: ­
    ­


	
 
	
     ­
    ­

	
 
	
 
	
    (Authorized Signature)

	
 
	
 
	
 

	

    Address: ­
    ­


	
 
	
    Name: ­
    ­

	

    (Include ZIP Code)


	
 
	
 

	
 
	
 
	
 

	

    Area Code and Telephone
    Number:          


	
 
	
    Title: ­
    ­

	
 
	
 
	
    (Please Type or Print)

	
 
	
 
	
 

	
    

	
 
	
 

	
 
	
 
	
    Date: ­
    ­









 



    Do not send 8.875% Old Notes with this form. Actual surrender
    of 8.875% Old Notes must be made pursuant to, and be accompanied
    by, a properly completed and duly executed letter of transmittal
    (or agent’s message in lieu thereof) and any other required
    documents.







    

    3








 









 




    INSTRUCTIONS FOR
    NOTICE OF GUARANTEED DELIVERY



 



    1. Delivery of this Notice of Guaranteed
    Delivery.  A properly completed and duly executed
    copy of this notice of guaranteed delivery (or facsimile hereof
    or an agent’s message and notice of guaranteed delivery in
    lieu hereof) and any other documents required by this notice of
    guaranteed delivery with respect to the 8.875% Old Notes must be
    received by the Exchange Agent at its address set forth herein
    prior to the Expiration Date. Delivery of such notice of
    guaranteed delivery may be made by facsimile transmission, mail,
    courier or overnight delivery. The method of delivery of this
    notice of guaranteed delivery and any other required documents
    to the Exchange Agent is at the election and sole risk of the
    holder, and the delivery will be deemed made only when actually
    received by the Exchange Agent. If delivery is by mail,
    registered mail with return receipt requested, properly insured,
    is recommended. As an alternative to delivery by mail, holders
    may wish to consider using an overnight or courier service. In
    all cases, sufficient time should be allowed to assure timely
    delivery. For a description of the guaranteed delivery
    procedures, see Instruction 2 of the letter of transmittal.



 



    2. Signatures on this Notice of Guaranteed
    Delivery.  If this notice of guaranteed delivery
    (or facsimile hereof) is signed by the registered holder(s) of
    the 8.875% Old Notes referred to herein, the signature(s) must
    correspond exactly with the name(s) written on the face of the
    8.875% Old Notes without alteration, enlargement or any change
    whatsoever. If this notice of guaranteed delivery (or facsimile
    hereof) is signed by a participant in DTC whose name appears on
    a security position listing as the owner of the 8.875% Old
    Notes, the signature must correspond with the name as it appears
    on the security position listing as the owner of the 8.875% Old
    Notes.



 



    If this notice of guaranteed delivery (or facsimile hereof) is
    signed by a person other than the registered holder(s) of any
    8.875% Old Notes listed or a participant of DTC, this notice of
    guaranteed delivery must be accompanied by appropriate bond
    powers, signed as the name(s) of the registered holder(s)
    appear(s) on the 8.875% Old Notes or signed as the name(s) of
    the participant appears on DTC’s security position listing.



 



    If this notice of guaranteed delivery (or facsimile hereof) is
    signed by a trustee, executor, administrator, guardian,
    attorney-in-fact, officer of a corporation or other person
    acting in a fiduciary or representative capacity, such person
    should so indicate when signing and submit herewith evidence
    satisfactory to the Exchange Agent of such person’s
    authority to so act.



 



    3. Requests for Assistance or Additional
    Copies.  Questions and requests for assistance and
    requests for additional copies of the Prospectus and this notice
    of guaranteed delivery may be directed to the Exchange Agent at
    the address or telephone number set forth on the cover page
    hereof. Holders may also contact their broker, dealer,
    commercial bank, trust company or other nominee for assistance
    concerning the Exchange Offer.





    

    4