exv10w24



 






Exhibit 10.24



[FORM OF REGISTRATION RIGHTS AGREEMENT]


REGISTRATION RIGHTS AGREEMENT




between




NII HOLDINGS, INC.




as Issuer,




and




BANC OF AMERICA
SECURITIES LLC




as Initial Purchaser




Dated as of
January 27, 2004











 








     REGISTRATION RIGHTS AGREEMENT dated as of January 27, 2004 between NII
Holdings, Inc., a Delaware corporation (the “Company”) and Banc of America
Securities LLC (the “Initial Purchaser”) pursuant to the Purchase Agreement
dated January 27, 2004 (the “Purchase Agreement”), between the Company and the
Initial Purchaser. In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement.



     The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Notes (as defined herein) and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Notes (each of the foregoing a
“Holder” and together the “Holders”), as follows:



          SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:



     “Amendment Effectiveness Deadline Date” has the meaning set forth in
Section 2(d) hereof.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.



     “Common Stock” means the shares of common stock, par value $.001 per
share, of the Company and any other shares of common stock as may constitute
“Common Stock” for purposes of the Indenture, including the Underlying Common
Stock.



     “Company” has the meaning set forth in the preamble hereof.



     “Conversion Price” has the meaning assigned to such term in the
Indenture.



     “Damages Accrual Period” has the meaning set forth in
Section 2(e) hereof.



     “Damages Payment Date” means each February 1 and August 1, except as
provided in Section 2(e)(B)(i).



     “Deferral Notice” has the meaning set forth in Section 3(h)
hereof.



     “Deferral Period” has the meaning set forth in Section
3(h) hereof.



     “Effectiveness Deadline Date” has the meaning set
forth in Section 2(a) hereof.



     “Effectiveness Period” means the period commencing on the date hereof and
ending on the date that all Registrable Securities have ceased to be
Registrable Securities.



     “Event” has the meaning set forth in Section 2(e) hereof.



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     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.



     “Filing Deadline Date” has the meaning set forth in Section 2(a)
hereof.



     “Holder” has the meaning set forth in the second
paragraph of this Agreement.



     “Indenture” means the Indenture, dated as of January 30, 2004, between the
Company and Wilmington Trust Company, as trustee, pursuant to which the Notes
are being issued.



     “Initial Purchaser” has the meaning set forth in the preamble hereof.



     “Initial Shelf Registration Statement” has the meaning set forth in
Section 2(a) hereof.



     “Issue Date” means January 30, 2004.



     “Liquidated Damages Amount” has the meaning set forth in Section 2(e)
hereof.



     “Material Event” has the meaning set forth in Section 3(h)
hereof.



     “Notes” means the 2 7/8% Convertible Senior Notes Due 2034 of the
Company to be purchased pursuant to the Purchase Agreement.



     “Notice and Questionnaire” means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated January 27, 2004 relating to the Notes.



     “Notice Holder” means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.



     “Purchase Agreement” has the meaning set forth in the preamble hereof.



     “Prospectus” means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.



     “Record Holder” means, with respect to any Damages Payment Date relating
to any Notes or Underlying Common Stock as to which any Liquidated Damages
Amount has accrued, the registered holder of such Note or Underlying Common
Stock on the January 15 immediately preceding a Damages Payment Date occurring
on a February 1, and on the July 15 immediately preceding a Damages Payment
Date occurring on a August 1.



     “Registrable Securities” means the Notes until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such



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conversion, the Underlying Common Stock and any securities into or for which
such Underlying Common Stock has been converted or exchanged, and any security
issued with respect thereto upon any stock dividend, split or similar event
until, in the case of any such security, (A) the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that
would be applicable thereto, under Rule 144(k) or (iii) its sale to the public
pursuant to Rule 144 (or any similar provision then in force, but not Rule
144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be. Throughout this Agreement, for purposes of
determining the holders of a majority of Registrable Securities, Registrable
Securities shall be the shares of Underlying Common Stock and Holders of Notes
shall be deemed to be the Holders of the number of shares of Underlying Common
Stock into which such Notes are or would be convertible as of the date the
consent is requested.




     “Registration Statement” means any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.



     “Rule 144” means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.



     “Rule 144A” means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.



     “Shelf Registration Statement” has the meaning set forth in Section 2(a)
hereof.



     “Special Counsel” means Davis Polk & Wardwell or one such other successor
counsel as shall be specified by the Holders of a majority of all Registrable
Securities, but which may, with the written consent of the Initial Purchaser
(which shall not be unreasonably withheld), be another nationally recognized
law firm experienced in securities law matters designated by the Company, the
reasonable fees and expenses of which will be paid by the Company pursuant to
Section 5 hereof.



     “Subsequent Shelf Registration Statement” has the meaning set forth in
Section 2(b) hereof.



     “Trustee” means Wilmington Trust Company, the trustee under the
Indenture.



     “Underlying Common Stock” means the Common Stock into which the Notes are
convertible or issued upon any such conversion.



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          SECTION 2. Shelf Registration (a)The Company shall prepare and file or
cause to be prepared and filed with the SEC, as soon as practicable but in any
event by the date (the “Filing Deadline Date”) ninety (90) days after the Issue
Date, a Registration Statement for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf
Registration Statement”) registering the resale from time to time by Holders
thereof of all of the Registrable Securities (the “Initial Shelf Registration
Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting registration of such Registrable Securities
for resale by such Holders in accordance with the methods of distribution
elected by the Holders and set forth in the Initial Shelf Registration
Statement. The Company shall use its reasonable best efforts to cause the
Initial Shelf Registration Statement to be declared effective under the
Securities Act as promptly as is practicable but in any event by the date (the
“Effectiveness Deadline Date”) that is one hundred eighty (180) days after the
Issue Date, and, except as otherwise provided herein, to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is
declared effective, each Holder that became a Notice Holder on or prior to the
date ten (10) Business Days prior to such time of effectiveness shall be named
as a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with
applicable law. None of the Company’s security holders (other than the Holders
of Registrable Securities) shall have the right to include any of the Company’s
securities in the Shelf Registration Statement, except as may be described in
the Offering Memorandum of the Company dated January 27, 2004.



     (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period (other
than because all Registrable Securities registered thereunder shall have
been resold pursuant
thereto or shall have otherwise ceased to be Registrable Securities), the
Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness
thereof, and in any event shall within thirty (30) days of such cessation
of effectiveness amend
the Shelf Registration Statement in a manner reasonably expected to obtain
the withdrawal of the
order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement (a
“Subsequent Shelf Registration Statement”) covering all of the securities
that as of the date of
such filing are Registrable Securities. If a Subsequent Shelf Registration
Statement is filed, the
Company shall use its reasonable best efforts to cause the Subsequent
Shelf Registration
Statement to become effective as promptly as is practicable after such
filing and to keep such
Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until
the expiration of the Effectiveness Period.



     (c) The Company shall supplement and amend the Shelf Registration
Statement if
required by the rules, regulations or instructions applicable to the
registration form used by the
Company for such Shelf Registration Statement or as otherwise required by
the Securities Act or
as necessary to name a Notice Holder as a selling securityholder pursuant
to Section 2(d) below.



     (d) Each Holder agrees that if such Holder wishes to sell Registrable
Securities
pursuant to a Shelf Registration Statement and related Prospectus, it
will do so only in
accordance with this Section 2(d) and Section 3(h). Following the date
that the Initial Shelf



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Registration Statement is declared effective, each Holder wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
three (3) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. Each Holder who elects to
sell Registrable Securities pursuant to a Shelf Registration Statement agrees,
by submitting a Notice and Questionnaire to the Company, it will be bound by
the terms and conditions of the Notice and Questionnaire and this Agreement.
From and after the date the Initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as practicable after the date a
Notice and Questionnaire is delivered pursuant to Section 9(c) hereof, and in
any event upon the later of (x) seven (7) Business Days after such date or (y)
seven (7) Business Days after the expiration of any Deferral Period that is in
effect when the Notice and Questionnaire is delivered or that is put into
effect within seven (7) Business Days of such delivery date:





          (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare
and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated
therein by reference or file any other required document so that the
Holder delivering such Notice and Questionnaire is named as a selling
securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment
to the Shelf Registration Statement, use its reasonable best efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the
date (the “Amendment Effectiveness Deadline Date”) that is sixty (60)
days after the date such post-effective amendment is required by this
clause to be filed; and




          (ii) provide such Holder copies of any documents filed pursuant
to Section 2(d)(i); provided that if such Notice and Questionnaire is
delivered during a Deferral Period, the Company shall so inform the
Holder delivering such Notice and Questionnaire. The Company shall notify
such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section
2(d)(i). Notwithstanding anything contained herein to the contrary, (i)
the Company shall be under no obligation to name any Holder that is not a
Notice Holder as a selling securityholder in any Registration Statement
or related Prospectus and (ii) the Amendment Effectiveness Deadline Date
shall be extended by up to seven (7) Business Days from the expiration of
a Deferral Period (and the Company shall incur no obligation to pay
Liquidated Damages during such extension or during such Deferral Period)
if such Deferral Period shall be in effect on the Amendment Effectiveness
Deadline Date.



     (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if, other than as permitted hereunder:




          (i) the Initial Shelf Registration Statement has not been
filed on or prior to the Filing Deadline Date;



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          (ii) the Initial Shelf Registration Statement has not been
declared effective under the Securities Act on or prior to the
Effectiveness Deadline Date;




          (iii) the Company has failed to perform its obligations set
forth in Section 2(d)(i) within the time period required therein;




          (iv) any post-effective amendment to a Shelf Registration
Statement filed pursuant to Section 2(d)(i) has not become effective
under the Securities Act on or prior to the Amendment Effectiveness
Deadline Date; or




          (v) the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted in respect of such
periods pursuant to Section 3(h) hereof.


Each event described in any of the foregoing clauses (i) through (v) is
individually referred to herein as an “Event.” For purposes of this
Agreement, each Event set forth above shall begin and end on the dates set
forth in the table below:




	 	 	 	 	 
	Type of	 	 	 	 
	Event by	 	Beginning	 	Ending
	Clause
	 	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 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







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For purposes of this Agreement, Events shall begin on the dates set forth in
the table above and shall continue until the ending dates set forth in the
table above.




     Commencing on (and including) any date that an Event has begun and ending
on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a “Damages Accrual Period”), the Company shall pay
interest (“Liquidated Damages Amount”), as liquidated damages and not as a
penalty, to Record Holders of Registrable Securities, or shall issue additional
shares of Common Stock, as applicable, as set forth below:




	(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 3% 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 that in the case of a Damages Accrual Period that is in effect solely
as a result of an Event of the type described in clause (iii) or (iv) of the
preceding paragraph, such Liquidated Damages Amount shall be paid only to the
Holders (as set forth in the succeeding paragraph) that have delivered Notices
and Questionnaires that caused the Company to incur the obligations set forth
in Section 2(d) the non-performance of which is the basis of such Event.
Notwithstanding the foregoing, no Liquidated Damages Amount shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events.




     The Liquidated Damages Amount shall accrue from the first day of the
applicable Damages Accrual Period, and shall be payable on each Damages Payment
Date during the Damage Accrual Period (and on the Damages Payment Date next
succeeding the end of the Damages Accrual Period if the Damage Accrual Period
does not end on a Damages Payment Date) to the Record Holders of the
Registrable Securities entitled thereto; provided that any Liquidated Damages
Amount accrued with respect to any Note or portion thereof redeemed by the
Company on a redemption date or converted into Underlying Common Stock on a
conversion



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date prior to the Damages Payment Date, shall, in any such event, be paid
instead to the Holder who submitted such Note or portion thereof for redemption
or conversion on the applicable redemption date or settlement date with respect
to such conversion, as the case may be, on such date (such settlement date
promptly following the conversion date, in the case of conversion); provided
further that, in the case of an Event of the type described in clause (iii) or
(iv) of the first paragraph of this Section 2(e), such Liquidated Damages
Amount shall be paid only to the Holders entitled thereto pursuant to such
first paragraph by check mailed to the address set forth in the Notice and
Questionnaire delivered by such Holder. Any shares of Underlying Common Stock
that are payable pursuant to Section 2(e)(B)(ii) herein will be payable on the
date on which other shares of Underlying Common Stock otherwise deliverable are
required to be delivered by the Company pursuant to Section 14.02 of the
Indenture. The Trustee shall be entitled, on behalf of registered holders of
Notes or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement in
accordance with applicable law.




     All of the Company’s obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 9(k)).



     The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.



          SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, during the Effectiveness
Period, the Company shall:



     (a) Prepare and file with the SEC a Registration Statement or Registration
Statements
on any appropriate form under the Securities Act available for the sale of
the Registrable Securities by the Holders thereof in accordance with the intended method
or methods of
distribution thereof, and use its reasonable best efforts to cause each
such Registration Statement
to become effective and remain effective as provided herein; provided that
before filing any
Registration Statement or Prospectus or any amendments or supplements
thereto with the SEC
(but excluding reports filed with the SEC under the Exchange Act), furnish
to the Initial
Purchaser and the Special Counsel, if any, copies of all such documents
proposed to be filed at
least three (3) Business Days prior to the filing of such Registration
Statement or amendment
thereto or Prospectus or supplement thereto.



     (b) Subject to Section 3(h), prepare and file with the SEC such amendments
and post-
effective amendments to each Registration Statement as may be necessary to
keep such



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Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use its reasonable best efforts to comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.




     (c) As promptly as practicable give notice to the Notice Holders, the
Initial Purchaser
and the Special Counsel, if any (i) when any Prospectus, prospectus
supplement, Registration
Statement or post-effective amendment to a Registration Statement has been
filed with the SEC
and, with respect to a Registration Statement or any post-effective
amendment, when the same
has been declared effective, (ii) of any request, following the
effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other
federal or state
governmental authority for amendments or supplements to any Registration
Statement or related
Prospectus or for additional information relating to the Shelf
Registration Statement, (iii) of the
issuance by the SEC or any other federal or state governmental authority
of any stop order
suspending the effectiveness of any Registration Statement or the
initiation or threatening of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect
to the suspension of the qualification or exemption from qualification of
any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such
purpose, (v) of the occurrence of, but not the nature of or details
concerning, a Material Event
and (vi) of the determination by the Company that a post-effective
amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion
of the Company (or as
required pursuant to Section 3(h)), state that it constitutes a Deferral
Notice, in which event the
provisions of Section 3(h) shall apply.



     (d) Use its reasonable best efforts to obtain the withdrawal of any order
suspending the
effectiveness of a Registration Statement or the lifting of any suspension
of the qualification (or
exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction in
which they have been qualified for sale, in either case at the earliest
possible moment, and
provide immediate notice to each Notice Holder and the Initial Purchaser
of the withdrawal of
any such order.



     (e) As promptly as practicable furnish to each Notice Holder, the Special
Counsel, if
any, and the Initial Purchaser, upon request and without charge, at least
one (1) conformed copy
of the Registration Statement and any amendment thereto, including
exhibits and, if requested,
all documents incorporated or deemed to be incorporated therein by
reference.



     (f) Deliver to each Notice Holder, the Special Counsel, if any, and the
Initial
Purchaser, in connection with any sale of Registrable Securities pursuant
to a Registration
Statement, without charge, as many copies of the Prospectus relating to
such Registrable
Securities (including each preliminary prospectus) and any amendment or
supplement thereto as
such persons may reasonably request; and the Company hereby consents
(except during such
periods that a Deferral Notice is outstanding and has not been revoked) to
the use of such
Prospectus or each amendment or supplement thereto by each Notice Holder
in connection with



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any offering and sale of the Registrable Securities covered by such Prospectus
or any amendment or supplement thereto in the manner set forth therein.




     (g) Prior to any public offering of the Registrable Securities pursuant
to a Registration Statement, use its reasonable best efforts to register or
qualify or cooperate with the Notice Holders and the Special Counsel, if any,
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Notice Holder reasonably requests in writing (which
request may be included in the Notice and Questionnaire); prior to any public
offering of the Registrable Securities pursuant to the Registration Statement,
use its reasonable best efforts to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period in
connection with such Notice Holder’s offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of such Registrable Securities in the
manner set forth in the relevant Registration Statement and the related
Prospectus; provided that the Company will not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Agreement or (ii) take
any action that would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.



     (h) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of any Registration Statement or the initiation of proceedings
with respect to any Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact (a
“Material Event”) as a result of which any Registration Statement shall contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the reasonable discretion of the
Company, makes it appropriate to suspend the availability of any Registration
Statement and the related Prospectus:




               (i) in the case of clause (B) above, subject to the
next sentence, as promptly as practicable prepare and file, if
necessary pursuant to applicable law, a post-effective amendment to
such Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that
such Registration Statement does not contain any untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, as thereafter delivered to the purchasers of
the Registrable Securities being sold thereunder, and, in the case
of a post-effective amendment to a Registration Statement, subject
to the next sentence, use



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its reasonable best efforts to cause it to be declared effective
as promptly as is practicable, and




               (ii) give notice to the Notice Holders and the Special
Counsel, if any, that the availability of the Shelf Registration
Statement is suspended (a “Deferral Notice”) and, upon receipt of
any Deferral Notice, each Notice Holder agrees not to sell any
Registrable Securities pursuant to the Registration Statement until
such Notice Holder’s receipt of copies of the supplemented or
amended Prospectus provided for in clause (i) above, or until it is
advised in writing by the Company that the Prospectus may be used,
and has received copies of any additional or supplemental filings
that are incorporated or deemed incorporated by reference in such
Prospectus.




The Company will use its reasonable best efforts to ensure that the use of
the Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, (y) in the case of clause (B) above, as soon
as, in the sole judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of
the Company or, if necessary to avoid unreasonable burden or expense, as
soon as practicable thereafter, and (z) in the case of clause (C) above,
as soon as, in the reasonable discretion of the Company, such suspension
is no longer appropriate. The Company shall be entitled to exercise its
right under this Section 3(h) to suspend the availability of any
Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(e) (the
“Deferral Period”); provided that the aggregate duration of any Deferral
Periods shall not exceed 30 days in any three month period (or 60 days in
any three month period in the event of a Material Event pursuant to which
the Company has delivered a second notice as required below) or 90 days in
any twelve (12) month period; provided that in the case of a Material
Event relating to an acquisition or a probable acquisition or financing,
recapitalization, business combination or other similar transaction, the
Company may, without incurring any obligation to pay liquidated damages
pursuant to Section 2(e), deliver to Notice Holders a second notice to the
effect set forth above, which shall have the effect of extending the
Deferral Period by up to an additional 30 days, or such shorter period of
time as is specified in such second notice.



     (i) If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement,
make reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, underwriters, attorneys and accountants retained by such Notice
Holders, and any attorneys or other agents retained by a broker-dealer or
underwriter engaged by such Notice Holders, all relevant financial and other
records and pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the appropriate officers, directors and employees of
the Company and its subsidiaries to make reasonably available for inspection
during normal business hours on reasonable notice all relevant information
reasonably requested by such representative for the Notice Holders, or any such
broker-dealers, underwriters, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence”
examinations; provided that such persons shall first agree in writing with the
Company that any information that is reasonably designated by the Company as
confidential



12









 




at the time of delivery of such information shall be kept confidential by such
persons and shall be used solely for the purposes of exercising rights under
this Agreement, unless (i) disclosure of such information is required by court
or administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law (including
any disclosure requirements pursuant to federal securities laws in connection
with the filing of any Registration Statement or the use of any Prospectus
referred to in this Agreement), (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to
safeguard by any such person or (iv) such information becomes available to any
such person from a source other than the Company and such source is not bound
by a confidentiality agreement; and provided further that the foregoing
inspection and information gathering shall, to the greatest extent possible, be
coordinated on behalf of all the Notice Holders and the other parties entitled
thereto by Special Counsel, if any, or another representative selected by a
majority of Registrable Securities being sold by such Holders pursuant to such
Registration Statement. Any person legally compelled or required by
administrative or court order or by a regulatory authority to disclose any such
confidential information made available for inspection shall provide the
Company with prompt prior written notice of such requirement so that the
Company may seek a protective order or other appropriate remedy.




     (j) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements (which need
not be audited) satisfying the provisions of Section 1l(a) of the Securities
Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act) for a 12-month period commencing on the first day of the first
fiscal quarter of the Company commencing after the effective date of a
Registration Statement, which statements shall be made available no later than
45 days after the end of the 12-month period or 90 days if the 12-month period
coincides with the fiscal year of the Company.



     (k) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold or to be sold pursuant to a Registration Statement, which certificates
shall not bear any restrictive legends, and cause such Registrable Securities
to be in such denominations as are permitted by the Indenture and registered in
such names as such Notice Holder may request in writing at least two (2)
Business Days prior to any sale of such Registrable Securities.



     (l) Provide a CUSIP number for all Registrable Securities covered by
each Registration Statement not later than the effective date of such
Registration Statement and, if requested, provide the Trustee and the transfer
agent for the Common Stock with printed certificates for the Registrable
Securities that are in a form eligible for deposit with The Depository Trust
Company.



     (m) Cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.



     (n) In the case of a Registration Statement involving an underwritten
offering, the Company shall enter into such customary agreements (including, if
requested, an underwriting agreement in reasonably customary form) and take all
such other action, if any, as Holders of a majority of the Registrable
Securities being sold or any managing underwriters reasonably shall request in
order to facilitate any disposition of Notes and Underlying Common Stock
pursuant to such Registration Statement, including, without limitation, (i)
using its reasonable best efforts to



13









 




cause its counsel to deliver an opinion or opinions in reasonably customary
form, (ii) using its reasonable best efforts to cause its officers to execute
and deliver all customary documents and certificates and (iii) using its
reasonable best efforts to cause its independent public accountants to provide
a comfort letter or letters in reasonably customary form.




     (o) Upon (i) the filing of the Initial Shelf Registration Statement
and (ii) the effectiveness of the Initial Shelf Registration Statement,
announce the same, in each case by release to Reuters Economic Services and
Bloomberg Business News.



          SECTION 4. Holder’s Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of
such Registrable Securities pursuant to a Registration Statement or to receive
a Prospectus relating thereto unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as the
Company may from time to time reasonably request. Any sale of any Registrable
Securities by any Holder shall constitute a representation and warranty by such
Holder that the information relating to such Holder and its plan of
distribution is as set forth in the Prospectus delivered by such Holder in
connection with such disposition, that such Prospectus does not as of the time
of such sale contain any untrue statement of a material fact relating to or
provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.



          SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to
be made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel,
if any, in connection with Blue Sky qualifications of the Registrable
Securities under the laws of such jurisdictions as Notice Holders of a majority
of the Registrable Securities being sold pursuant to a Registration Statement
may designate)), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company), (iii) duplication expenses
relating to copies of any Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with any Registration Statement, (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock and (vi) any Securities Act liability insurance
obtained by the Company in its sole discretion. In addition, the Company shall
pay the internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting
duties), the expense of any annual audit,



14









 




the fees and expenses incurred in connection with the listing by the Company of
the Registrable Securities on any securities exchange on which similar
securities of the Company are then listed and the fees and expenses of any
person, including special experts, retained by the Company. Notwithstanding the
provisions of this Section 5, each seller of Registrable Securities shall pay
selling expenses, including any underwriting discount and commissions, all
registration expenses to the extent required by applicable law and, except as
otherwise provided herein, fees and expenses of counsel to such seller.




          SECTION 6. Indemnification and Contribution



     (a) Indemnification by the Company. The Company agrees to indemnify and
hold
harmless each Notice Holder and each person, if any, who controls any
Notice Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and
against any and all losses, claims, damages and liabilities (including,
without limitation, any
legal or other expenses reasonably incurred in connection with defending
or investigating any
such action or claim) caused by any untrue statement or alleged untrue
statement of a material
fact contained in any Registration Statement or any amendment thereof, any
preliminary
prospectus or the Prospectus (as amended or supplemented if the Company
shall have furnished
any amendments or supplements thereto), caused by any omission or alleged
omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein
not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission
based upon
information relating to any Holder furnished to the Company in writing by
or on behalf of such
Holder expressly for use therein. In connection with any underwritten
offering pursuant to
Section 8, the Company will also indemnify the underwriters, if any, their
officers and directors
and each person who controls such underwriters (within the meaning of the
Securities Act and
the Exchange Act) to the same extent as provided herein with respect to
the indemnification of
the Holders, if requested in connection with any Registration Statement.



     (b) Indemnification by Holders. Each Holder agrees severally and not
jointly to
indemnify and hold harmless the Company and its directors, its officers
and each person, if any,
who controls the Company (within the meaning of either Section 15 of the
Securities Act or
Section 20 of the Exchange Act) or any other Holder, to the same extent as
the foregoing
indemnity from the Company to such Holder, but only with reference to
information relating to
such Holder furnished to the Company in writing by or on behalf of such
Holder expressly for
use in such Registration Statement or Prospectus or amendment or
supplement thereto. In no
event shall the liability of any Holder hereunder be greater in amount
than the dollar amount of
the proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the
Registration Statement giving rise to such indemnification obligation. In
connection with any
underwritten offering pursuant to Section 8, each Holder will also
indemnify the underwriters, if
any, their officers and directors and each person who controls such
underwriters (within the
meaning of the Securities Act and the Exchange Act) to the same extent as
provided herein with
respect to the indemnification of the Company, if requested in connection
with any Registration
Statement.



     (c) Conduct of Indemnification Proceedings. In case any proceeding
(including any
governmental investigation) shall be instituted involving any person in
respect of which



15









 




indemnity may be sought pursuant to Section 6(a) or 6(b) hereof, such person
(the “indemnified party”) shall promptly notify the person against whom such
indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the reasonable fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by, in the case of
parties indemnified pursuant to Section 6(a), the Holders of a majority of the
Registrable Securities covered by the Registration Statement held by Holders
that are indemnified parties pursuant to Section 6(a) and, in the case of
parties indemnified pursuant to Section 6(b), the Company. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final,
non-appealable judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.




     (d) Contribution. To the extent that the indemnification provided for
in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities referred to therein,
then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company shall be deemed
to be equal to the total net proceeds from the initial sale of the Notes
pursuant to the Purchase Agreement (before deducting expenses) of the
Registrable Securities to which such losses, claims, damages or liabilities
relate. The relative benefits received by any Holder shall be deemed to be
equal to the value of receiving Registrable Securities that are registered
under the Securities Act. The relative fault of



16









 




the Holders on the one hand and the Company on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Holders or by the
Company, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders’
respective obligations to contribute pursuant to this Section 6 are several in
proportion to the respective number of Registrable Securities they have sold
pursuant to a Registration Statement, and not joint.




     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding this Section 6, no indemnifying party that is a
selling Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities sold by it
and distributed to the public were offered to the public exceeds the amount of
any damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11 (f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.



     (e) The remedies provided for in this Section 6 are not exclusive and
shall not limit any
rights or remedies which may otherwise be available to an indemnified
party at law or in equity,
hereunder, under the Purchase Agreement or otherwise.



     (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any
investigation made by or on behalf of any Holder, any person controlling
any Holder or any
affiliate of any Holder or by or on behalf of the Company, its officers or
directors or any person
controlling the Company and (iii) the sale of any Registrable Securities
by any Holder.



          SECTION 7. Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period the Company is not subject
to the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon
the written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company’s most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this



17









 




Section 7 shall be deemed to require the Company to register any of its
securities (other than the Common Stock) under any section of the Exchange Act.




          SECTION 8. Underwritten Registrations. The Holders of Registrable
Securities covered by a Shelf Registration Statement who desire to do so may
sell such Registrable Securities to an underwriter in an underwritten offering
for reoffering to the public. If any of the Registrable Securities covered by
any Shelf Registration Statement are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority of such
Registrable Securities included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld or delayed), and such Holders
shall be responsible for all underwriting commissions and discounts and any
transfer taxes in connection therewith. No person may participate in any
underwritten registration hereunder unless such person (i) agrees to sell such
person’s Registrable Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.



          SECTION 9. Miscellaneous



     (a) No Conflicting Agreements. The Company is not, as of the date hereof,
a party to,
nor shall it, on or after the date of this Agreement, enter into, any
agreement with respect to its
securities that conflicts with the rights granted to the Holders in this
Agreement. The Company
represents and warrants that the rights granted to the Holders hereunder
do not in any way
conflict with the rights granted to the holders of the Company’s
securities under any other
agreements.



     (b) Amendments and Waivers. The provisions of this Agreement, including
the
provisions of this sentence, may not be amended, modified or supplemented,
and waivers or
consents to departures from the provisions hereof may not be given, unless
the Company has
obtained the written consent of Holders of a majority of Registrable
Securities. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter
that relates exclusively to the rights of Holders whose securities are
being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders
may be given by Holders of at least a majority of the Registrable
Securities being sold by such
Holders pursuant to such Registration Statement; provided that the
provisions of this sentence
may not be amended, modified or supplemented except in accordance with the
provisions of the
immediately preceding sentence. Notwithstanding the foregoing, this
Agreement may be
amended by written agreement signed by the Company and the Initial
Purchaser, without the
consent of the Holders of Registrable Securities, to cure any ambiguity or
to correct or
supplement any provision contained herein that may be defective or
inconsistent with any other
provision contained herein, or to make such other provisions in regard to
matters or questions
arising under this Agreement that shall not adversely affect the interests
of the Holders of
Registrable Securities. Each Holder of Registrable Securities outstanding
at the time of any such
amendment, modification, supplement, waiver or consent or thereafter shall
be bound by any
such amendment, modification, supplement, waiver or consent effected
pursuant to this Section



18









 




9(b), whether or not any notice, writing or marking indicating such amendment,
modification, supplement, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.




     (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:




       (i) if to a Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any
amendment thereto;






	 	 	 
	 
	(ii)	if to the Company, to:
	 
	 	 
	 
	 	NII Holdings, Inc
	

	 	10700 Parkridge Boulevard, Suite 600
	

	 	Reston, Virginia 20191
	

	 	Attention: General Counsel
	

	 	Fax: (703) 390-5191
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	Williams Mullen
	

	 	A Professional Corporation
	

	 	1021 East Cary Street
	

	 	Richmond, Virginia 23219
	

	 	Attention: William L. Pitman, Esq.
	

	 	Fax: (804) 783-6507











	 	 	 
	

	(iii)	if to the Initial Purchaser, to:
	 
	 	 
	

	 	Banc of America Securities LLC
	

	 	9 West 57th Street
	

	 	New York, New York 10019
	

	 	Attention: Equity Capital Markets
	

	 	Fax: (212) 933-2217
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	Davis Polk & Wardwell
	

	 	450 Lexington Avenue
	

	 	New York, New York 10017
	

	 	Attention: Winthrop Conrad, Esq.
	

	 	Fax: (212) 450-3890







19









 





or to such other address as such person may have furnished to the other persons
identified in this Section 9(c) in writing in accordance herewith.




     (d) Approval of Holders. Whenever the consent or approval of Holders of a
specified
percentage of Registrable Securities is required hereunder, Registrable
Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) (other
than the Initial Purchaser or subsequent Holders if such subsequent
Holders are deemed to be
such affiliates solely by reason of their holdings of such Registrable
Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such
required percentage.



     (e) Successors and Assigns. Any person who purchases any Registrable
Securities
from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of
the Initial Purchaser. This Agreement shall inure to the benefit of and be
binding upon the
successors and assigns of each of the parties and shall inure to the
benefit of and be binding upon
each Holder of any Registrable Securities, provided that nothing herein
shall be deemed to
permit any assignment, transfer or other disposition of Registrable
Securities in violation of the
terms of the Indenture. If any transferee of any Holder shall acquire
Registrable Securities, in
any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding
such Registrable
Securities, such person shall be conclusively deemed to have agreed to be
bound by and to
perform all of the terms and provisions of this Agreement and such person
shall be entitled to
receive the benefits hereof.



     (f) Counterparts. This Agreement may be executed in any number of
counterparts and
by the parties hereto in separate counterparts, each of which when so
executed shall be deemed
to be original and all of which taken together shall constitute one and
the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of
reference only
and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     (i) Severability. If any term provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their reasonable best
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.



     (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as



20









 




provided in the Purchase Agreement, the Indenture and the Notes, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company with respect to the Registrable Securities. This Agreement supersedes
all prior agreements and undertakings among the parties with respect to such
registration rights. No party hereto shall have any rights, duties or
obligations other than those specifically set forth in this Agreement, the
Indenture and the Notes.




     (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under
Section 2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.





21









 












     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


	 	 	 	 	 
	 	NII HOLDINGS, INC

 

 	 
	 	By:  	 	 
	 	 	Name:  	Robert J. Gilker 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 




Confirmed and accepted as
of

the date first above written:



	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

 	 
	By:  	 	 
	 	Name:  	Trevor Ganshaw 	 
	 	Title:  	Managing
Director 	 




22