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Exhibit 4.3


[FORM OF FIRST SUPPLEMENTAL INDENTURE]



FIRST SUPPLEMENTAL INDENTURE




among




 




NII HOLDINGS (CAYMAN), LTD.,




A COMPANY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS,




THE GUARANTORS SIGNATORY HERETO




and




WILMINGTON TRUST COMPANY, A DELAWARE CORPORATION,




as TRUSTEE




 




Dated as of




February 18, 2004




 




A SUPPLEMENTAL INDENTURE

REGARDING




13% Senior Secured Discount Notes due 2009




 









 








FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE dated as of February 18, 2004, among NII
Holdings (Cayman), Ltd., a company incorporated under the laws of the Cayman
Islands (the “Company”), each of the Guarantors (as defined in the Original
Indenture, as defined herein), and Wilmington Trust Company, a Delaware
corporation, as trustee (the “Trustee”);



     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture dated as of November 12, 2002 (the “Original Indenture”) to
provide for the issuance of its 13% Senior Secured Discount Notes due 2009 (the
“Notes”) (all terms used herein which are defined in the Original Indenture
shall have the meanings assigned to them in the Original Indenture); and



     WHEREAS, Section 11.02 of the Original Indenture provides, among other
things, that, with the consent of the Holders of not less than a majority in
aggregate Accreted Value of the Notes then outstanding, the Company and the
Trustee may enter into indentures supplemental to the Original Indenture for
the purpose of amending any provision of the Original Indenture or the Notes
(other than as provided in Section 11.02 of the Original Indenture); and



     WHEREAS, the Company desires to amend and delete certain provisions of the
Original Indenture and the Notes; and



     WHEREAS, all action on the part of the Company necessary to authorize its
execution, delivery and performance of the Original Indenture, as further
supplemented by this First Supplemental Indenture, has been duly taken; and



     WHEREAS, the Company has solicited the consent of the Holders of the Notes
to certain amendments to the Indenture (the “Amendments”) pursuant to that
certain Offer to Purchase and Consent Solicitation dated February 4, 2004 (the
“Offer to Purchase”); and



     WHEREAS, the Company has delivered to the Trustee the written consents of
the holders of a majority of Accreted Value of the Notes outstanding, given in
compliance with Section 12.15 of the Original Indenture and received pursuant
to the terms of such tender offer, to the amendments contained herein; and



     WHEREAS, the Company has delivered to the Trustee the written opinion of
Williams Mullen, counsel to the Company, conforming to the requirements
therefor in the Original Indenture, upon which the Trustee is relying pursuant
to Section 11.05 of the Original Indenture, to the effect that the Trustee’s
execution of this First Supplemental Indenture is authorized or permitted by
the Original Indenture and that this First Supplemental Indenture conforms to
the requirements of the Trust Indenture Act of 1939, as amended; and



     WHEREAS, the Company has delivered to the Trustee the Officers’
Certificate and the Opinion of Counsel (in the form of the written opinion of
Williams Mullen, counsel to the Company) required by Section 12.03 of the
Original Indenture, upon which the Trustee is relying pursuant to Section 11.05
of the Original Indenture, each to the effect that, in the opinion of the
person or counsel signing such instrument, all conditions precedent to the
Trustee’s execution of this First Supplemental Indenture have been complied
with; and



     WHEREAS, the Company desires and has requested the Trustee to join in the
execution and delivery of this First Supplemental Indenture for the purpose of
amending the Original Indenture and the Notes; and



     WHEREAS, each of the Guarantors has agreed to enter into this First
Supplemental Indenture to indicate its consent to the amendments and
modifications of the Original Indenture and the Notes made herein and to ratify
and confirm its obligations under the Original Indenture.



     NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, it is mutually covenanted and agreed for the equal and
ratable benefit of all Holders of the Notes as follows, effective upon
execution hereof by the Trustee:



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ARTICLE ONE




DEFINITION




     Section 1.1 Definition. When used herein, “Tender Offer Completion
Event” shall mean such time as each of the following events shall have
occurred: (i) the Company shall have completed a tender offer in accordance
with the terms and conditions set forth in the Offer to Purchase, and (ii) each
holder of the Notes that has tendered its Notes pursuant to the tender offer
shall have received payment for any Notes purchased pursuant to the tender
offer.



ARTICLE TWO




AMENDMENTS TO ORIGINAL INDENTURE AND NOTES




     Section 2.1 Deleted Definitions. Upon the occurrence of the Tender Offer
Completion Event,




	 	(a)	 	Section 1.01 of the Original Indenture shall be amended by
deleting the definition of each term that is used in the Original
Indenture only in the Sections or subsections thereof that are
deleted pursuant to Section 2.2. hereof; and
	 
	 	(b)	 	The definition of any term that is determined by reference to
any section of or definition contained in the Original Indenture
which has been deleted by this First Supplemental Indenture shall
continue to be determined by reference to the provisions of such
Section or definition as it existed immediately prior to the
effective date of this First Supplemental Indenture.





     Section 2.2 Deleted Covenants. Upon the occurrence of the Tender Offer
Completion Event, the text of each of the following Sections or subsections of
the Original Indenture shall be deleted in its entirety and replaced, in each
case, by the words “Intentionally Omitted:”



     Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.12, 4.13, 4.14, 4.15,
4.18, 4.19 and 4.21;


provided, however, that insofar as the provisions of any Section deleted hereby
are referred to for purposes of determining compliance by the Company with the
provisions of any remaining Section or provision of the Original Indenture as
amended and supplemented hereby, such Section shall be deemed to remain as part
of the Original Indenture, as amended and supplemented hereby, solely for such
purposes.




     Section 2.3 Amended Default Provisions. Upon the occurrence of the
Tender Offer Completion Event, Section 6.01 of the Original Indenture shall be
amended by deleting subsections (e), (f), (g), (h), (i), (j) and (k), the
phrase “, or defaults in the observance of any material provision of Section
5.01” in subsection (c), and all references to such deleted subsections in the
Original Indenture.



     Section 2.4 Amendments to Original Indenture. Upon the occurrence of the
Tender Offer Completion Event,




	 	(a)	 	Section 5.01 of the Original Indenture is amended in its
entirety to read as follows:





     Neither the Company nor NII shall consolidate with, merge with or into, or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (determined on a consolidated
basis for its Restricted Group Members), in one transaction or a series of
related transactions, to any Person or permit any Person to merge with or into
the Company or NII unless:




	 	(1)	 	the Company or NII shall be the continuing
Person, or the Person (if other than the Company or NII)
formed by such consolidation or into which the Company or NII
is merged or that acquired or leased such property and assets
of the Company or NII shall expressly assume, all of the
obligations of the Company or NII (as the case may be) on all
of the Notes and under this Indenture and the Collateral
Documents;




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	 	(2)	 	immediately after giving effect to such
transaction, no Default or Event of Default shall exist; and
	 
	 	(3)	 	the Company delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating
that such consolidation, merger or transfer and such
supplemental indenture complies with this provision, that all
conditions precedent provided for herein relating to such
transaction have been complied with and, in the event that the
continuing Person is organized under the laws of any
jurisdiction other than the United States of America or any
jurisdiction thereof, that this Indenture, the Notes and each
of the Collateral Documents constitute legal, valid and
binding obligations of the continuing Person, enforceable in
accordance with their terms.






Provided, however, that solely for the purpose of interpreting and
applying clause (f) of the definition of “Asset Sale,” Section 5.01 shall
be deemed to be read as it existed immediately prior to the effective
date of this First Supplemental Indenture.





	 	(b)	 	Section 7.14 of the Original Indenture is amended in its
entirety to read as follows:






If one or more Restricted Group Members incurs any mortgage, pledge,
security interest, encumbrance, lien or charge of any kind (including,
without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof or any option or other agreement
to give any security interest) (“New Liens”) which would have constituted
a “New Lien” under the terms of the Original Indenture as they existed
prior to the amendments thereto caused by the First Supplemental
Indenture, and the Company requests that the Trustee enter into an
amendment to the Intercreditor Agreement to permit such New Liens to be
treated no more favorably than on parity in all respects with (i) in the
case of all or any portion of the New Liens incurred with respect to the
MEFA Collateral, the MEFA Obligations, and (ii) in case of all or any
portion of the New Liens incurred with respect to the EFA Collateral, the
EFA Obligations, the Trustee shall enter into such amendment, and each
Holder of Notes, by its acceptance thereof, consents and agrees to any
such amendment to the Intercreditor Agreement entered into by the
Trustee.




(c)       Section 10.03 shall be amended by (i) replacing the phrase “clauses
(3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section
4.19” in two places with the phrase “Sections 4.10, 4.11, 4.16 and 4.17”,
(ii) inserting “and” after the first appearance of the foregoing phrase,
and (iii) deleting the phrase, “and clauses (e) and (f) under Section
6.01”.



     Section 2.5 Amendment of Notes. Upon the occurrence of the Tender Offer
Completion Event, each of the Notes is hereby amended as follows:




	 	(a)	 	Section 11 is deleted in its entirety and the following is
substituted as Section 11:






	 	11.	 	Reports.






          The Indenture imposes certain limitations on the ability of
each of the Restricted Group Members, among other things, to use
the proceeds from Asset Sales or merge, consolidate or transfer
substantially all of its assets. Within 45 days’ after the end of
each of the Company’s first three fiscal quarters of each of its
fiscal years and 90 days after the end of the last fiscal quarter
of each year, the Company must report to the Trustee on compliance
with such limitations.




	 	(b)	 	Subsections (e), (f), (g), (h), (i), (j) and (k) of Section
13, “Defaults and Remedies,” are deleted.




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ARTICLE THREE




MISCELLANEOUS PROVISIONS




     Section 3.1 Execution as Supplemental Indenture. This First Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture and, as provided in the Original Indenture, this First
Supplemental Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Original
Indenture.



     Section 3.2 Responsibility for Recitals, etc. The recitals herein shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture.



     Section 3.3 Provisions Binding on Company’s Successors. All of the
covenants, stipulations, promises and agreements made in this First
Supplemental Indenture by the Company shall bind its successors and assigns
whether so expressed or not.



     Section 3.4 Ratification of Indenture and Notes. As supplemented and
amended hereby, the Original Indenture and the Notes are in all respects
ratified and confirmed by the Company and by each of the Guarantors, and the
Original Indenture as so supplemented and amended hereby shall be read, taken
and construed as one and the same instrument.



     Section 3.5 Governing Law. This First Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York and, for
all purposes, shall be construed in accordance with the laws of said State.



     Section 3.6 Execution and Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.



     Section 3.7 Trust Indenture Act to Control. If and to the extent that
any provision of this First Supplemental Indenture limits, qualifies, or
conflicts with another provision included in the Original Indenture or in this
First Supplemental Indenture which is required to be included in or is or is
deemed to be applicable to this First Supplemental Indenture by any of Sections
310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended, such
required or other applicable provision shall control.



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Trustee:	 	WILMINGTON TRUST COMPANY
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	


	 	 	 	 	 	 	Name:

Title:    Authorized Signer
	NII Holdings (Cayman), Ltd.

NII Holdings, Inc.

Nextel International (Services), Ltd.

NII Funding Corp. (formerly Nextel International

    Investment Company)

McCaw International (Brazil), Ltd.

Airfone Holdings, Inc.

Nextel International (Mexico), Ltd.

Nextel International (Uruguay), Inc.

Nextel International (Indonesia) LLC	 	 	 	 	 	 







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	Nextel International (Peru) LLC	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	


Robert J. Gilker

Vice President	 	 	 	 	 	 
	Nextel del Peru, S.A.

Transnet del Peru S.R.L.

Comunicaciones Nextel de Mexico, S.A. de C.V.

Sistemas de Comunicaciones Troncales, S.A. de C. V.

Prestadora de Servicios de Radiocomunicacion, S.A. de C.V.

Radiophone, S.A. de C.V.

Fonotransportes Nacionales, S.A. de C.V.

Servicios Protel, S.A. de C.V.

Nextel de Mexico, S.A. de C.V.

Teletransportes Integrales, S.A. de C.V.

Servicios de Radiocomunicacion Movil de Mexico, S.A. de C.V.

Multifon, S.A. de C.V.	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	


Robert J. Gilker

Attorney in Fact	 	 	 	 	 	 
	Nextel S.A.

Nextel Telecommunicaçoes, Ltda.

Promobile Telecommunicaçoes, Ltda.

Telemobile Telecommunicaçoes, Ltda.

Master-Tec Telecommunicaçoes Industria e Comercio de Productos

    Electronicos Ltda.

Telecommunicaçoes Brastel S/C Ltda.	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	


Robert J. Gilker

Attorney in Fact	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	


Mercedes M. Barreras

Attorney in Fact	 	 	 	 	 	 






 



 



 





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