NII Capital Corp. Underwriting AgreementUnderwriting Agreement • December 8th, 2011 • Nii Holdings Inc • Radiotelephone communications • New York
NII Capital Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $700,000,000 principal amount of the Notes of the Company, specified above (the “Notes”). The Notes will be jointly and severally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on a senior unsecured basis by NII Holdings, Inc. (the “Parent) and the entities listed on Schedule III hereto (collectively, with the Parent, the “Guarantors”). The Securities will be issued pursuant to an indenture, dated as of March 29, 2011 (the “Existing Indenture”), among the Company, the Guarantors, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of December 8, 2011 (the “First Supplemental Indenture,” and together with the Existing Indenture, the “Indenture”) among the Company, the Guarant
NII CAPITAL CORP. and the Guarantors from time to time parties hereto, as Guarantors and WILMINGTON TRUST COMPANY, as TrusteeFirst Supplemental Indenture • December 8th, 2011 • Nii Holdings Inc • Radiotelephone communications • New York
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”).
