0000950133-03-004231 Sample Contracts

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 • December 5th, 2003 • Nii Holdings Inc • Radiotelephone communications • New York

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.

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