0000950133-05-005081 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2005 • Nii Holdings Inc • Radiotelephone communications • New York

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.

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NII HOLDINGS, INC. as Issuer, and WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of August 15, 2005 2.75% Convertible Notes due 2025
Indenture • November 9th, 2005 • Nii Holdings Inc • Radiotelephone communications • New York

INDENTURE dated as of August 15, 2005 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”).

PURCHASE AGREEMENT
Registration Rights Agreement • November 9th, 2005 • Nii Holdings Inc • Radiotelephone communications • New York
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