exv4w9










 




    Exhibit
    4.9



 




    NII
    CAPITAL CORP.




    Offer to Exchange




    10% SENIOR NOTES DUE
    2016




    that have been registered under
    the Securities Act of 1933




    for any and all




    10% SENIOR NOTES DUE
    2016



 











    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    tendered in the exchange offer may be withdrawn at any time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 The Depository Trust Company Participants:



 



    We are enclosing with this letter the materials listed below
    relating to the offer by NII Capital Corp., or NII Capital, to
    exchange its 10% Senior Notes due 2016 (the “10% 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 10% Senior Notes due 2016
    (the “10% Old Notes”), upon the terms and subject to
    the conditions set forth in NII Capital’s prospectus
    dated          
    , 2010 and the related letter of transmittal.



 



    We are enclosing copies of the following documents:



 



    1. Prospectus
    dated          ,
    2010;



 



    2. Letter of Transmittal, together with accompanying
    Substitute
    Form W-9
    Guidelines;



 



    3. Notice of Guaranteed Delivery; and



 



    4. Letter to Clients that may be sent to your clients for
    whose account you hold 10% Old Notes in your name or in the name
    of your nominee, with space provided for obtaining that
    client’s instruction with regard to the exchange offer.



 



    We urge you to contact your clients promptly. Please note that
    the exchange offer will expire at 5:00 p.m., New York
    City time,
    on          ,
    2010, unless sooner terminated or extended.



 



    The exchange offer is not conditioned upon any minimum aggregate
    principal amount of 10% Old Notes being tendered for exchange.



 



    Pursuant to the letter of transmittal, each holder of 10% Old
    Notes will represent to NII Capital, among other things, that:



 


			
	 	    • 
	
    any 10% Exchange Notes received are being acquired in the
    ordinary course of business of the person receiving such 10%
    Exchange Notes;

	 
	 	    • 
	
    such person does not have an arrangement or understanding with
    any person to participate in the distribution of the 10% Old
    Notes or the 10% 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 10% Exchange
    Notes;















 






 


			
	 	    • 
	
    if such person is a broker-dealer, it will receive 10% Exchange
    Notes in exchange for 10% 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 10% 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 10%
    Old Notes to be exchanged for the 10% 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 enclosed Letter to Clients contains an authorization by the
    beneficial owners of the 10% Old Notes for you to make the
    foregoing representations and the other representations
    contained in the letter of transmittal.



 



    NII Capital will not pay any fee or commission to any broker or
    dealer or to any other person (other than the exchange agent) in
    connection with the solicitation of tenders of 10% Old Notes
    under the exchange offer. NII Capital will pay or cause to be
    paid any transfer taxes payable on the transfer of 10% Old Notes
    to it, except as otherwise provided in Instruction 7 of the
    enclosed letter of transmittal.



 



    The exchange offer is not being made to (nor will the surrender
    of 10% 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.



 



    Additional copies of the enclosed materials may be obtained from
    us upon request.



 



    Very truly yours,



 



    NII CAPITAL CORP.





    

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