exv4w10









    Exhibit
    4.10



 




    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    tendered in the exchange offer may be withdrawn at any time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 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 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”), 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 8.875% 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 8.875% Old Notes being tendered for exchange.



 



    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 enclosed Letter to Clients contains an authorization by the
    beneficial owners of the 8.875% 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 8.875% Old Notes
    under the exchange offer. NII Capital will pay or cause to be
    paid any transfer taxes payable on the transfer of 8.875% 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 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.



 



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



 



    Very truly yours,



 



    NII CAPITAL CORP.





    

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