exv4w2



 



Exhibit 4.2



REGISTRATION RIGHTS AGREEMENT



between



NII HOLDINGS, INC.



as Issuer,



and



MORGAN STANLEY & CO. INCORPORATED



and



BANC OF AMERICA SECURITIES LLC



and



CREDIT SUISSE FIRST BOSTON LLC



and



UBS SECURITIES LLC



as Initial Purchasers



 



 



 



Dated as of September 16, 2003




 







 




               REGISTRATION RIGHTS AGREEMENT dated as of September 16, 2003 among NII
Holdings, Inc., a Delaware corporation (the “Company”), and Morgan Stanley &
Co. Incorporated, Banc of America Securities LLC, Credit Suisse First Boston
LLC and UBS Securities LLC (collectively, the “Initial Purchasers”) pursuant to
the Purchase Agreement dated September 10, 2003 (the “Purchase Agreement”),
between the Company and the Initial Purchasers. In order to induce the Initial
Purchasers 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 Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) 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 such term in the Indenture.


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


               “Damages Payment Date” means each March 15 and September 15.


               “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 September 16, 2003, between
the Company and Wilmington Trust Company, as trustee, pursuant to which the
Notes are being issued.


               “Initial Purchasers” 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 September 16, 2003.


               “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 31/2% Convertible Senior Notes Due 2033 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 September 10, 2003 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 March 1 immediately preceding a Damages Payment Date occurring on
a March 15, and on the September 1 immediately preceding a Damages Payment Date
occurring on a September 15.


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               “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 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 Shearman & Sterling LLP 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
Purchasers (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.


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


               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 September 10, 2003.


               (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.


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               (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 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) five (5) Business
Days after such date or (y) five (5) 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 five (5) 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 five (5) 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:


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


                    (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 set forth 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
        	 	the date the applicable
	 
	 	 Deadline Date 	 	post-effective amendment
	 
	 	 	 	to a Shelf Registration
	 
	 	 	 	Statement becomes
	 
	 	 	 	effective under the
	 
	 	 	 	Securities Act
	 
	 	 	 	 
	(v)
	 	 the date on which the aggregate
        duration of Deferral 	 	termination of the Deferral
        Period that caused the limit
	 
	 	  	 	 





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	Type of	 	 	 	 
	Event by	 	
Beginning
	 	Ending
	Clause	 	
Date
	 	Date






  	
	 	 	 	 
	 
	 	 Periods in any period exceeds
        the number of days permitted by Section 3(h)	 	on the aggregate duration of
        Deferral Periods to be exceeded
	 
	 	  	 	  





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, as liquidated damages and not as a penalty, to Record Holders of
Registrable Securities an amount (the “Liquidated Damages Amount”) accruing,
for each day in the Damages Accrual Period, (i) in respect of any Note that is
a Registrable Security, at a rate per annum equal to 0.5% of the principal
amount of such Note and (ii) in respect of each share of Underlying Common
Stock that is a Registrable Security, at a rate per annum equal to 0.5% of the
Conversion Price on such date, as the case may be; 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. In calculating the
Liquidated Damages Amount on any date on which no Notes are outstanding, the
Conversion Price, and thus the Liquidated Damages Amount, payable with respect
to shares of Common Stock which are Registrable Securities shall be calculated
as if the Notes were still outstanding. 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 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 conversion date, as the case may be, on such date (or 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


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such Holder. 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
Morgan Stanley & Co. Incorporated, on behalf of itself and the other
Initial Purchasers, 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 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.


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          (c) As promptly as practicable give notice to the Notice Holders,
Morgan Stanley & Co. Incorporated, on behalf of itself and the other
Initial Purchasers, 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 Morgan Stanley & Co. Incorporated, on behalf of itself
and the other Initial Purchasers, 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 Purchasers, 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 Purchasers, 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 any offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in the manner set forth
therein.


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          (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-


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effective amendment to a
Registration Statement, subject to the next sentence, use 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


12







 


Company as confidential
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 11(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


13







 


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 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


14







 


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, 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


15







 


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 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


16







 


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 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


17







 


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 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 Morgan Stanley & Co. Incorporated, on behalf of itself and the
other Initial Purchasers, without the consent of the Holders of Registrable
Securities, to cure any ambiguity or to correct or supplement any provision
contained


18







 


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 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:
        Robert E. Spicer, Jr., Esq.
 Fax: (804) 783-6507





                              (iii) if to the Initial Purchasers, to:



  	 	 
	 	Morgan Stanley & Co. Incorporated 1585
        Broadway 
New York, New York 10036
 Attention: Equity Capital Markets
 Fax:
        (212) 761-0538






  	 
	with a copy to:






  	 	 
	 	Shearman & Sterling LLP






19







 





  	 	 
	 	599 Lexington Avenue

        New York, New York 10022

        Attention: Andrew R. Schleider, Esq.

        Fax: (212) 848-7179





 


               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 Purchasers 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 Purchasers shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchasers. 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




20







 


     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
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: 	/s/ Robert J. Gilker
	 	 	

	 	 	 Name:
	 	 	 Title:





Confirmed and accepted as of

the date first above written:


MORGAN STANLEY & CO. INCORPORATED

BANC OF AMERICA SECURITIES LLC

CREDIT SUISSE FIRST BOSTON LLC

UBS SECURITIES LLC


By: MORGAN STANLEY & CO. INCORPORATED

	 	 	 
	By:	/s/ Kenneth G. Pott	 
	 	
	 
	Name:	Kenneth G. Pott	 
	Title:	Managing Director