0000950133-07-003247 Sample Contracts

NII HOLDINGS, INC. as Issuer, and WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of June 5, 2007 3.125% Convertible Notes due 2012
Indenture • August 6th, 2007 • Nii Holdings Inc • Radiotelephone communications • New York

INDENTURE dated as of June 5, 2007 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2007 • Nii Holdings Inc • Radiotelephone communications • New York

REGISTRATION RIGHTS AGREEMENT dated as of June 5, 2007 (this “Agreement”) between NII Holdings, Inc., a Delaware corporation (the “Company”) and the several parties named in Schedule I hereto (the “Initial Purchasers”) pursuant to the Purchase Agreement dated May 30, 2007 (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.

PURCHASE AGREEMENT
Purchase Agreement • August 6th, 2007 • Nii Holdings Inc • Radiotelephone communications • New York
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