Form of First Supplemental Indenture



 Exhibit 4.1 
  

 
 NII CAPITAL CORP. 

and the Guarantors from time to time parties hereto, 
 as Guarantors 
 and 
 WILMINGTON TRUST COMPANY, 
 as Trustee 

 
  

FIRST SUPPLEMENTAL INDENTURE 
 DATED
AS OF [•], 2011 
  
  

 
  







 FIRST SUPPLEMENTAL INDENTURE dated as of [•], 2011 (this “First Supplemental
Indenture”), among NII Capital Corp., a corporation organized under the laws of the State of Delaware, (the “Company”), the guarantors listed on the signature pages hereto (the
“Guarantors”) and Wilmington Trust Company, a Delaware chartered trust company, as trustee (the “Trustee”). 
 WHEREAS, the Company, the Guarantors and the Trustee have entered into an Indenture dated as of March 29, 2011 (the “Indenture”) in connection with the issuance of $750,000,000 of the
Company’s 7.625% Senior Notes due 2021 (the “Outstanding 7.625% Notes”) (capitalized terms used herein without definition have the meanings given such terms in the Indenture); 

WHEREAS, the Company and the Guarantors desire and have requested that the Trustee join them in the execution and delivery of this First
Supplemental Indenture in order to establish and provide for the issuance by the Company of an additional $[•] aggregate principal amount of 7.625% Senior Notes due 2021 (the “Additional 7.625% Notes”); 

WHEREAS, Section 2.02 of the Indenture provides for the issuance of Additional Notes and Section 9.01(viii) of the
Indenture permits the Indenture to be amended or supplemented without the consent of any Holders to provide for the issuance of Additional Notes; 
 WHEREAS, the Additional 7.625% Notes shall constitute Additional Notes pursuant to the Indenture; 

WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this First Supplemental Indenture have been complied with; and

 WHEREAS, all things necessary to make this First Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and
the terms of the Indenture have been done. 
 NOW, THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 GENERAL TERMS
AND CONDITIONS OF THE ADDITIONAL 7.625% NOTES. 
 SECTION 1.01.    DESIGNATION OF NOTES. 

Pursuant to this First Supplemental Indenture, there is hereby designated an additional $[•] aggregate principal amount of Additional Notes
under the Indenture. 
 SECTION 1.02.    OTHER TERMS OF THE NOTES. 

(a)        The terms of the Additional 7.625% Notes shall be identical to the terms of the Outstanding
7.625% Notes. The Additional 7.625% Notes shall initially be evidenced by a Global Note substantially in the form of Exhibit A to the Indenture and shall accrue interest from October 1, 2011 and have the same terms, including without
limitation, the same maturity date, interest rate, redemption and other provisions and interest payment dates as the Outstanding 7.625% Notes, and will be part of the same series as the Outstanding 7.625% Notes. 







 (b)        The Additional 7.625% Notes shall be issued on
[•], 2011. 
 ARTICLE II 
 ADDITIONAL ISSUANCE OF ADDITIONAL 7.625% NOTES. 
 Additional 7.625% Notes in the aggregate
principal amount equal to $[•] may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery
such Additional 7.625% Notes pursuant to Section 2.02 of the Indenture and Section 1.02 of this First Supplemental Indenture. 
 ARTICLE III 
 MISCELLANEOUS. 

SECTION 3.01.    LEGENDS 
 Each Global Note representing Additional 7.625% Notes shall bear the legends set forth in Section 2.01(b) of the Indenture applicable to such Global Note. 

SECTION 3.02.    GOVERNING LAW 
 THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES. 
 SECTION 3.03.    COUNTERPART ORIGINALS 
 The parties may sign any number of
copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 SECTION 3.04.    HEADINGS 
 The Headings of the Articles and
Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions
hereof. 
 [Signature pages follow.] 

  
 - 2 - 








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

			
	NII CAPITAL CORP.
		
	By:	 	 
		 	 Name: Gary D. Begeman

		 	 Title: VP and Secretary



  

			
	NII HOLDINGS, INC.
		
	By:	 	 
		 	 Name: Gary D. Begeman

		 	Title: Executive VP, General Counsel and Secretary


  

			
	NEXTEL INTERNATIONAL (SERVICES), LTD.
		
	By:	 	 
		 	 Name: Gary D. Begeman

		 	 Title: VP and Secretary



  

			
	NII FUNDING CORP.
		
	By:	 	 
		 	 Name: Gary D. Begeman

		 	 Title: VP and Secretary



  

			
	NII AVIATION, INC.
		
	By:	 	 
		 	 Name: Gary D. Begeman

		 	 Title: VP and Secretary










 
			
	NII GLOBAL HOLDINGS, INC.
		
	By:	 	 
		 	 Name: Gary D. Begeman

		 	 Title: VP and Secretary










 
			
	 WILMINGTON TRUST COMPANY,
as Trustee

		
	By:	 	 
		 	 Name: Joshua C. Jones

		 	 Title: Financial Services Officer