NII INTERNATIONAL TELECOM S.C.A. 11.375% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTNii Holdings Inc • February 19th, 2013 • Radiotelephone communications • New York
Each broker-dealer that receives exchange securities for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. NII International Telecom S.C.A. has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distr
ESCROW AND SECURITY AGREEMENT between NII INTERNATIONAL TELECOM S.C.A. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Escrow Agent Dated as of February 19, 2013Escrow and Security Agreement • February 19th, 2013 • Nii Holdings Inc • Radiotelephone communications • New York
