exv10w2



 






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT dated as of August 15, 2005 (this “Agreement”) between NII
Holdings, Inc., a Delaware corporation (the “Company”) and Goldman, Sachs & Co. (the “Initial
Purchaser”) pursuant to the Purchase Agreement dated August 10, 2005 (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 15 and August 15, 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.



 









 





     “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 August 15, 2005, 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 August 15, 2005.



     “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 2.75% Convertible Senior Notes Due 2025 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 August 10, 2005 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 February 1 immediately preceding a Damages
Payment Date occurring on a February 15, and on the August 1 immediately preceding a Damages
Payment Date occurring on a August 15.



     “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



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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 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.



          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



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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 August 10, 2005.



     (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 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



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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;




     (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:


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	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





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




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	 	(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 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.



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          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
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.



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



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     (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 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



10









 







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 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



11









 







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, 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. Upon the registration of the Registrable Securities
pursuant to Section 2 hereof, the Company shall indemnify and hold harmless each Notice Holder and
each underwriter, selling agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers and directors and each
person who controls such Notice Holder, underwriter, selling agent or other securities professional
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such
person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages
or liabilities, joint or several, to which such Indemnified Person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act, or any Prospectus contained therein or
furnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, and the
Company hereby agrees to reimburse such Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such action or



12









 







claim as such expenses are incurred; provided, however, that the Company shall not be liable
to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such Shelf Registration Statement or Prospectus, or amendment
or supplement, in reliance upon and in conformity with written information furnished to the Company
by such Indemnified Person expressly for use therein.



     (b) Indemnification by the Notice Holders and any Agents and Underwriters. Each Notice Holder
agrees, as a consequence of the inclusion of any of such Notice Holder’s Registrable Securities in
such Shelf Registration Statement, and each underwriter, selling agent or other securities
professional, if any, which facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities, severally and not jointly,
to (i) indemnify and hold harmless the Company, its directors, officers who sign any Shelf
Registration Statement 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, against any losses,
claims, damages or liabilities to which the Company or such other persons may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such Shelf Registration Statement or Prospectus, or any amendment
or supplement, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Notice Holder, underwriter,
selling agent or other securities professional expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are incurred.



     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party under this Section 6, notify
such indemnifying party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to any indemnified
party otherwise than under the indemnification provisions of or contemplated by subsection (a) or
(b) above. In case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall not be liable to
such indemnified party under this Section 6 for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party.



13









 





     (d) Contribution. If the indemnification provided for in this Section 6 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations including, but not limited to, the timeliness of the notice given as
required by Section 6(c). The relative fault of such indemnifying party and indemnified party
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. 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 (even if the
Notice Holders or any underwriters, selling agents or other securities professionals or all of them
were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 6(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. 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. The obligations of the Notice Holders and
any underwriters, selling agents or other securities professionals in this Section 6(d) to
contribute shall be several in proportion to the percentage of principal amount of Registrable
Securities registered or underwritten, as the case may be, by them and not joint.



     (e) Notwithstanding any other provision of this Section 6, in no event will any (i) Notice
Holder be required to undertake liability to any person under this Section 6 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from the sale of such
Holder’s Registrable Securities (after deducting any fees, discounts and commissions applicable
thereto) pursuant to any Shelf Registration Statement under which such Registrable Securities are
to be registered under the Securities Act and (ii) underwriter, selling agent or other securities
professional be required to undertake liability to any person hereunder for any amounts in excess
of the discount, commission or other compensation payable to such underwriter, selling agent or
other securities professional with respect to the Registrable Securities underwritten by it and
distributed to the public.



     (f) The obligations of the Company under this Section 6 shall be in addition to any liability
which the Company may otherwise have to any Indemnified Person and the obligations of any
Indemnified Person under this Section 6 shall be in addition to any liability which such
Indemnified Person may otherwise have to the Company. The remedies provided 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.



          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



14









 







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 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 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.



15









 





     (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 Purchaser, to:


Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: Registration Department

Fax: (212) 902-3000


with a copy to:


Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attention: Andrew 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 Purchaser or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of



16









 







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
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.



17









 





     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:




GOLDMAN, SACHS & CO.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

(Goldman, Sachs & Co.)