exv10w19



 




Exhibit 10.19


[FORM OF SECOND AMENDMENT TO THE MASTER EQUIPMENT FINANCING AGREEMENT]






[MOTOROLA CREDIT CORPORATION LOGO]




January 16, 2004



NII HOLDINGS, INC.

10700 Parkridge Boulevard, Suite 600

Reston, VA 20191

Attention: Byron Siliezar

Facsimile No.: (703) 547-5289



RE: Letter Agreement in connection with the

Master Equipment Financing Agreement




     Reference is made to that certain Master Equipment Financing Agreement,
dated as of November 12, 2002 (as hereafter amended, supplemented or modified,
from time to time including, but not limited to, that certain First Amendment
to the Master Equipment Financing Agreement dated July 29, 2003 (the “First
MEFA Amendment”)), between and among NII Holdings (Cayman), Ltd.; Nextel del
Peru, S.A.; and Teletransportes Integrales, S.A. de C.V.
(collectively, the “Borrowers”); the Lenders named therein, Motorola Credit Corporation (“MCC”) as the
“Administrative Agent” and the “Lender”; and Citibank, N.A. (the “Collateral
Agent”) (as so amended, the “Agreement”.)



     Capitalized terms used herein but not otherwise defined herein shall have
the same meanings given to such terms in the Agreement.



     In consideration of mutual promises, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the Borrowers and MCC, the Parties hereto agree as follows:


The 30 days term referred to in the Agreement in: (i) Clause (f) of the
definition of “Permitted Indebtedness” set forth in Section 1.1; (ii) the
definition of “Permitted Senior Note Refinancing Indebtedness” under Section
1.1; (iii) clause (ii) of Section 2.5(a); (iv) clause (a) of Section 8.15; and
(v) Section 9.6(b), is hereby substituted with 60 days.




     Except
as set forth in this letter, the agreements set forth above shall in
no way limit or waive any other rights, power, obligations or remedies that
MCC, on the one hand, and the Borrowers, on the other hand, have with respect
to the Agreement.



     This letter may be executed in counterparts, each of which shall be an
original and shall constitute the same agreement. This letter shall become
effective as of the date first above written when and if counterparts of this
letter shall have been executed by each of the parties hereto.



     This letter shall, for purposes of Section 13 of the Agreement, be deemed
to be a Credit Document.















 





Letter Waiver

August 29, 2003

Page 2



     If
the foregoing accurately reflects our agreement, please sign this
letter agreement in
the space indicated below.



     Very truly yours,



    	 	 	 
	MOTOROLA
            CREDIT CORPORATION
	 	 
	 
	 	 
	By: _____________________
	 	 
	Name:
            Gary B. Tatje
	 	 
	Title:
            Vice President
	 	 
	 
	 	 
	 
	 	 
	Agreed
            and Accepted
	 	 
	by:
	 	 
	 
	 	 
	 
	 	 
	 
	 	NII HOLDINGS (CAYMAN), LTD. 
	NII HOLDINGS,
            INC. 
	 	 
	 
	 	 
	 
	 	 
	By: _____________________
	 	By: _____________________
	Name:
	 	Name:
	Title:
	 	Title:
	 
	 	 
	 
	 	 
	 
	 	 
	NEXTEL
            DEL PERU, S.A. 
	 	TELETRANSPORTES INTEGRALES, S.A. DE C.V.
	 
	 	 
	 
	 	 
	By: _____________________
	 	By: _____________________
	Name:
          
	 	Name:
	Title:
          
	 	Title:
	 	 	 
	 
	 	 
	Only to
            acknowledge receipt
	 	 
	CITIBANK,
            N.A.
	 	 
	as Collateral
            Agent
	 	 
	 
	 	 
	 
	 	 
	By: _____________________
	 	 
	Name:
	 	 
	Title: