NII HOLDINGS, INC.

REGISTRATION RIGHTS AGREEMENT

November 12, 2002

TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

          This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is made as of November 12, 2002, by and among NII Holdings, Inc., a Delaware corporation (?NII?) and each of its subsidiaries and affiliates that are signatories hereto (the ?NII Entities?), and the Holders (as defined below).

RECITALS

          This Agreement is made pursuant to the Joint Plan of Reorganization and Disclosure Statement, dated June 14, 2002, of NII and NII Holdings (Delaware), Inc., as approved by the United States Bankruptcy Court for the District of Delaware pursuant to the Confirmation Order entered on October 29, 2002 (as amended, the ?Plan?).

          In connection with the Plan, NII and the NII Entities have agreed to register for sale, by the Holders, the shares of Common Stock and the Notes to be received by the Holders from NII and the NII Entities.

          NOW THEREFORE, in consideration of the foregoing, and to implement the terms of the Plan, the parties hereby agree as follows:

1.     Registration Rights. The Company covenants and agrees as follows:

     1.1Definitions. For purposes of this Agreement:

          ?1934 Act? means the Securities Exchange Act of 1934, as amended.

          ?Act? means the Securities Act of 1933, as amended.

          ?Common Stock? means the Common Stock of NII, par value $0.01 per share.

          ?Company? means (i) with respect to registrations of Common Stock only, NII, and (ii) with respect to all other registrations, NII and each NII Entity, jointly and not severally.

          ?Effective Date? has the meaning assigned to it in the Plan.

          ?Effectiveness Period? has the meaning assigned to it in Section 1.2(a).

          ?Form S-1? means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that does not permit inclusion or incorporation of substantial information by reference to other documents filed with the SEC.

          ?Form S-2? means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed with the SEC.

          ?Form S-3? means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed with the SEC.

          ?Holders? means (i) the parties that are listed on Schedule A hereto and (ii) the successors and permitted assigns of the foregoing. A ?Holder? is any one of the foregoing.

          ?Indemnified Person? has the meaning assigned to it in Section 1.11(a).

          ?Initial Shelf Registration? has the meaning assigned to it in Section 1.2(a).

          ?Initiating Holder(s)? has the meaning assigned to it in Section 1.3.

          ?NCI? means Nextel Communications, Inc., a Delaware corporation.

          ?NII? has the meaning assigned to it in the forepart to this Agreement.

          ?Notes? means the 13% Senior Secured Notes due 2009 of NII Holdings (Cayman), Ltd., a corporation organized under the laws of the Cayman Islands.

          ?Other Holder? means each Holder other than NCI.

          ?Plan? has the meaning assigned to it in the recitals to this Agreement.

          ?Prospectus? means the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including those contained in post-effective amendments to the Registration Statement, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

          ?Registrable Securities? means the shares of Common Stock and the Notes at any time issued to a Holder until (i) a Registration Statement covering such securities has been declared effective by the SEC and such securities have been disposed of in accordance with such effective Registration Statement, (ii) such securities are sold in compliance with Rule 144 or (iii) such securities cease to be outstanding.

          ?Registration Statement? means any registration statement of the Company filed under the Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement and Prospectus, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
 

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