FORM OF REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT between NII HOLDINGS, INC. as Issuer, and BANC OF AMERICA SECURITIES LLC as Initial Purchaser Dated as of January 27, 2004Registration Rights Agreement • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of January 27, 2004 between NII Holdings, Inc., a Delaware corporation (the “Company”) and Banc of America Securities LLC (the “Initial Purchaser”) pursuant to the Purchase Agreement dated January 27, 2004 (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.
FORM OF INDENTURE]Indenture • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications • New York
INDENTURE dated as of January 30, 2004 between NII Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
FORM OF SUBSCRIBER UNIT PURCHASE AGREEMENT FOR NEXTEL TELECOMUNCAOES LTDA] SUBSCRIBER UNIT PURCHASE AGREEMENT FOR NEXTEL TELECOMUNCAOES LTDAUnit Purchase Agreement • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications • Illinois
This Agreement is entered into between Motorola Industrial LTDA, by and through its iDEN Subscriber Group, having a place of business at Rodovia SP-340, KM 128, 7-A 13820-000, Jaguariuna, Sao Paulo, Brazil (hereinafter “Seller” or “MOTOROLA”) and Nextel Telecomunicaoes LTDA , a company formed under the laws of Brazil, with a place of business at Av. Maria Coelho Aguiar, 215 — Bloco D — 7th Andar, CENESP Santo Amaro- Jd. Sao Luis SP 05805-000 Sao Paulo Brazil (hereinafter, together with any wholly-owned subsidiary previously accepted by the Seller, collectively known as “Buyer”).
FORM OF SECOND AMENDMENT TO THE MASTER EQUIPMENT FINANCING AGREEMENT]Master Equipment Financing Agreement • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications
Reference is made to that certain Master Equipment Financing Agreement, dated as of November 12, 2002 (as hereafter amended, supplemented or modified, from time to time including, but not limited to, that certain First Amendment to the Master Equipment Financing Agreement dated July 29, 2003 (the “First MEFA Amendment”)), between and among NII Holdings (Cayman), Ltd.; Nextel del Peru, S.A.; and Teletransportes Integrales, S.A. de C.V. (collectively, the “Borrowers”); the Lenders named therein, Motorola Credit Corporation (“MCC”) as the “Administrative Agent” and the “Lender”; and Citibank, N.A. (the “Collateral Agent”) (as so amended, the “Agreement”.)
FORM OF BUILT-TO-SUIT AGREEMENT RESTRUCTURING] Built-to-Suit Agreement RestructuringNii Holdings Inc • March 12th, 2004 • Radiotelephone communications
1With respect to the 137 Existing Towers identified by ATC for purchase in Brazil on its letter dated November 28, 2003, ATC may only purchase any of these 137 Sites under the original economic terms (for Purchase Price and Base Rent) if there is at least one third party tenant collocating on any such Site until the earlier to occur of (i) the collocation of at least one third party tenant on 75% of these 137 Sites, and (ii) November 28, 2005.
FORM OF MODIFICATION AGREEMENT] MODIFICATION AGREEMENTModification Agreement • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications • New York
THIS MODIFICATION AGREEMENT (as it may be amended from time to time, this “Agreement”), effective as of the 26th day of September, 2003, by and between NII HOLDINGS, INC., a Delaware corporation (the “Creditor”) and NEXTEL TELECOMMUNICAÇÕES, LTDA., a Brazilian limited liability company (the “Borrower”), recites and provides as follows:
FORM OF SUBSCRIBER UNIT PURCHASE AGREEMENT FOR MULTIFON S.A. DE C.V.] SUBSCRIBER UNIT PURCHASE AGREEMENT FOR MULTIFON S.A. DE C.V.Subscriber Unit Purchase Agreement • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications • Illinois
This Agreement is entered into between Motorola Inc., by and through its iDEN Subscriber Group, having a place of business at 8000 West Sunrise Boulevard, Fort Lauderdale, Florida, 33322 (hereinafter “Seller” or “MOTOROLA”) and Multifon S.A. de C.V., a company formed under the laws of Mexico, with a place of business at Boulevard Manuel Avila Camacho# 36 piso 9, Col, Loamas de Chapultepec, Mexico DF MX 11000 (hereinafter, together with any wholly-owned subsidiary previously accepted by the Seller, collectively known as “Buyer”).
FORM OF AMENDMENT NO. 004 TO iDEN INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT] AMENDMENT NO. 004 TO iDEN INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT BETWEEN COMMUNICACIONES NEXTEL DE MEXICO, S. A. DE C. V., NII HOLDING, INC. (f.k.a. NEXTEL INTERNATIONAL,...Nii Holdings Inc • March 12th, 2004 • Radiotelephone communications
This Amendment No. 004, dated as of the 30th day of December, 2003, is between on the one hand, Motorola, Inc., a Delaware corporation, by and through its Global Telecom Solutions Sector, with offices at 1421 West Shure Drive, Arlington Heights, Illinois, 60004 (“Motorola”), and, on the other, Communicaciones Nextel de Mexico, S. A. de C. V., a company with offices at Blvd. Manuel Avila Camacho No. 36, Piso 9, Colonia Lomas de Chapultepec, Mexico 11000, D.F., and NII Holdings, Inc. (formerly known as Nextel International, Inc.), a Delaware corporation, with offices located at 10700 Parkridge Boulevard, Suite 600, Reston, VA 20191 (collectively, “NII”; NII and Motorola to be collectively referred to as the “Parties”), and amends the iDEN Infrastructure Equipment Supply Agreement (“Agreement”) dated as of June 30, 2000, as heretofore amended, modified, supplemented, or otherwise revised. Capitalized terms used herein but not otherwise defined herein shall have the same meanings given to
FORM OF LOAN ASSIGNMENT AGREEMENT] LOAN ASSIGNMENT AGREEMENTLoan Assignment Agreement • March 12th, 2004 • Nii Holdings Inc • Radiotelephone communications • New York
THIS LOAN ASSIGNMENT AGREEMENT (this “Agreement”), dated as of the 26th day of September, 2003, by and between MOTOROLA CREDIT CORPORATION, a Delaware corporation (the “Seller”), NII HOLDINGS, INC., a Delaware corporation (the “Purchaser”) and NEXTEL TELECOMUNICAÇÕES LTDA., a Brazilian limited company (the “Borrower”) recites and provides as follows:
