ex4-2.htm



Exhibit 4.2


 















 









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 DECEMBER 8, 2011








 






















 































  





  











  








FIRST SUPPLEMENTAL INDENTURE dated as of December 8, 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 $700,000,000 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 $700,000,000 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 December 8, 2011.


 


ARTICLE II


 


ADDITIONAL ISSUANCE OF ADDITIONAL 7.625% NOTES.


 


Additional 7.625% Notes in the aggregate principal amount equal to $700,000,000 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.]






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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:

	
/s/ Gary D. Begeman

	  
	  	  	
Name:  Gary D. Begeman

	  
	  	  	
Title:  Executive VP, General Counsel and Secretary


	  	  
	  	
NII HOLDINGS, INC.


	  	  	  	  
	  	
By:

	
/s/ Gary D. Begeman

	  
	  	  	
Name:  Gary D. Begeman

	  
	  	  	
Title:  Executive VP,  General Counsel


	  	  	
and Secretary


	  	  
	  	
NEXTEL INTERNATIONAL (SERVICES), LTD.


	  	  	  	  
	  	
By:

	/s/ Gary D. Begeman  	  
	  	  	
Name:  Gary D. Begeman


	  	  	
Title:  VP and Secretary


	  	  
	  	
NII FUNDING CORP.


	  	  	  	  
	  	
By:

	/s/ Gary D. Begeman	  
	  	  	
Name:  Gary D. Begeman

	  
	  	  	
Title:  VP and Secretary


	  	  
	  	
NII AVIATION, INC.


	  	  	  	  
	  	
By:

	/s/ Gary D. Begeman 	  
	  	  	
Name:  Gary D. Begeman

	  
	  	  	
Title:  VP and Secretary


	  	  	  	  
	  	
NII GLOBAL HOLDINGS, INC.


	  	  	  	  
	  	
By:

	/s/ Gary D. Begeman	  
	  	  	
Name:  Gary D. Begeman

	  
	  	  	
Title:  VP and Secretary












 







 







Supplemental Indenture




  





  











  













 



	  	
WILMINGTON TRUST COMPANY,


	  	  	
as Trustee

	  
	  	  	  	  
	  	
By:

	/s/ Joshua C. Jones	  
	  	  	
Name:  Joshua C. Jones

	  
	  	  	
Title:  Financial Services Officer







 


 


 


 


 


 


 


 




 


 



Supplemental Indenture