Bylaws - NII HOLDINGS INC - 4-2-2001 by NIHD-Agreements

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									EXHIBIT 3.2 NEXTEL INTERNATIONAL, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1.1 The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.1 All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2.2 Annual meetings of stockholders shall be held in each year on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote or by written ballot a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.3 Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 2.4 Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 2.5 Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 2.6 The holders of a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Section 2.7 When a quorum is present at any meeting, the vote of the holders of a majority of the entire capital

Section 2.3 Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 2.4 Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 2.5 Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 2.6 The holders of a majority of the entire capital stock of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Section 2.7 When a quorum is present at any meeting, the vote of the holders of a majority of the entire capital stock of the Corporation having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. 2

Section 2.8 Except as otherwise provided in the certificate of incorporation, each outstanding share of Class B Common Stock shall be entitled to ten votes per share, and each other outstanding share of capital stock entitled to vote shall be entitled to one vote per share, with respect to a matter submitted to a vote of stockholders. Every reference in these bylaws to a majority or other proportion of the entire capital stock of the Corporation shall refer to such majority or other proportion of the votes entitled to be cast by such capital stock. ARTICLE III DIRECTORS Section 3.1 The board of directors shall consist of not less than one nor more than ten members as shall be determined by resolution of the board of directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until the next annual election and until his successor is elected and qualified. Directors need not be stockholders. At each succeeding annual meeting of the stockholders of the Corporation, the successor of any director shall be elected by plurality vote of all votes entitled to elect such director and cast at such meeting. Section 3.2 Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. Section 3.3 The business and affairs of the Corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done

Section 2.8 Except as otherwise provided in the certificate of incorporation, each outstanding share of Class B Common Stock shall be entitled to ten votes per share, and each other outstanding share of capital stock entitled to vote shall be entitled to one vote per share, with respect to a matter submitted to a vote of stockholders. Every reference in these bylaws to a majority or other proportion of the entire capital stock of the Corporation shall refer to such majority or other proportion of the votes entitled to be cast by such capital stock. ARTICLE III DIRECTORS Section 3.1 The board of directors shall consist of not less than one nor more than ten members as shall be determined by resolution of the board of directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until the next annual election and until his successor is elected and qualified. Directors need not be stockholders. At each succeeding annual meeting of the stockholders of the Corporation, the successor of any director shall be elected by plurality vote of all votes entitled to elect such director and cast at such meeting. Section 3.2 Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. Section 3.3 The business and affairs of the Corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. 3

Section 3.4 The board of directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 3.5 Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 3.6 Special meetings of the board may be called by the chairman of the board or by the president on one day's notice to each director, either personally, by mail, by telegram or by electronic transmission; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 3.7 At all meetings of the board a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. Section 3.8 Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings, or, if the consent action is taken by electronic transmission, paper reproductions of such electronic transmission or transmissions, are filed with the minutes or proceedings of the board or committee. Section 3.9 Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board

Section 3.4 The board of directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 3.5 Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 3.6 Special meetings of the board may be called by the chairman of the board or by the president on one day's notice to each director, either personally, by mail, by telegram or by electronic transmission; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 3.7 At all meetings of the board a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. Section 3.8 Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings, or, if the consent action is taken by electronic transmission, paper reproductions of such electronic transmission or transmissions, are filed with the minutes or proceedings of the board or committee. Section 3.9 Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 4

Section 3.10 The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power of authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 3.11 Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. ARTICLE IV NOTICES Section 4.1 Whenever, under the provisions of the Delaware General Corporation Law or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be

Section 3.10 The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power of authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 3.11 Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. ARTICLE IV NOTICES Section 4.1 Whenever, under the provisions of the Delaware General Corporation Law or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, by telephone or by electronic transmission. Section 4.2 Whenever any notice is required to be given under the provisions of the Delaware General Corporation Law or of the certificate of incorporation or of these bylaws, a 5

waiver thereof in writing, signed by the person or persons entitled to said notice or, in the case of a director, a waiver by electronic transmission by the director entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 5.1 The officers of the Corporation shall be chosen by the board of directors and shall be a president, secretary, general counsel, treasurer and controller. The board of directors may also choose a chairman of the board of directors, a chief executive officer, one or more vice presidents, one or more assistant secretaries, one or more assistant general counsels and one or more assistant treasurers and assistant controllers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 5.2 The compensation of all officers and agents of the Corporation that are also directors of the Corporation shall be fixed by the board of directors. The board of directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation. Section 5.3 The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the Corporation shall be filled by the board of directors.

waiver thereof in writing, signed by the person or persons entitled to said notice or, in the case of a director, a waiver by electronic transmission by the director entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 5.1 The officers of the Corporation shall be chosen by the board of directors and shall be a president, secretary, general counsel, treasurer and controller. The board of directors may also choose a chairman of the board of directors, a chief executive officer, one or more vice presidents, one or more assistant secretaries, one or more assistant general counsels and one or more assistant treasurers and assistant controllers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 5.2 The compensation of all officers and agents of the Corporation that are also directors of the Corporation shall be fixed by the board of directors. The board of directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation. Section 5.3 The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the Corporation shall be filled by the board of directors. Section 5.4 The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the board of directors regardless of whether such authority and duties are customarily incident to such office. 6

ARTICLE VI CERTIFICATES OF STOCK Section 6.1 Every holder of stock in the Corporation shall be entitled to have a certificate, signed by or in the name of the Corporation by the president or a vice-president and the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation. Section 6.2 Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 7.1 Each person that is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) (collectively, an "Agent") shall be indemnified by the Corporation to the full extent permitted or authorized by the General Corporation Law of the State of Delaware. The Corporation may, but shall not be obligated to, maintain insurance, at its expense, for its benefit in respect of such indemnification and that of any such person whether or not the Corporation would otherwise have the power to indemnify such person. Section 7.2 Expenses incurred by a person in defending a civil or criminal action, suit or proceeding by reason of the fact that he or she is or was an Agent, for which such Agent may be entitled to indemnification either under these bylaws and/or the certificate of incorporation,

ARTICLE VI CERTIFICATES OF STOCK Section 6.1 Every holder of stock in the Corporation shall be entitled to have a certificate, signed by or in the name of the Corporation by the president or a vice-president and the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation. Section 6.2 Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 7.1 Each person that is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) (collectively, an "Agent") shall be indemnified by the Corporation to the full extent permitted or authorized by the General Corporation Law of the State of Delaware. The Corporation may, but shall not be obligated to, maintain insurance, at its expense, for its benefit in respect of such indemnification and that of any such person whether or not the Corporation would otherwise have the power to indemnify such person. Section 7.2 Expenses incurred by a person in defending a civil or criminal action, suit or proceeding by reason of the fact that he or she is or was an Agent, for which such Agent may be entitled to indemnification either under these bylaws and/or the certificate of incorporation, 7

shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such Agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized by relevant Delaware law (statutory or nonstatutory), provided, however, that the Corporation shall not be required to advance such expenses to such Agent in connection with any action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such Agent, disclosure of confidential information in violation of such Agent's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such Agent's duty to the corporation or its stockholders. ARTICLE VIII GENERAL PROVISIONS Section 8.1 Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of the incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 8.2 Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 8.3 All checks or demands for money and notes of the Corporation shall be signed by such officer or

shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such Agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized by relevant Delaware law (statutory or nonstatutory), provided, however, that the Corporation shall not be required to advance such expenses to such Agent in connection with any action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such Agent, disclosure of confidential information in violation of such Agent's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such Agent's duty to the corporation or its stockholders. ARTICLE VIII GENERAL PROVISIONS Section 8.1 Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of the incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 8.2 Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 8.3 All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the board of directors may 8

from time to time designate. Section 8.4 The fiscal year of the Corporation shall be fixed by resolution of the board of directors. Section 8.5 The board of directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 9.1 These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors. 9

Exhibit 4.3 WARRANT REGISTRATION RIGHTS AGREEMENT between MCCAW INTERNATIONAL, LTD. and

from time to time designate. Section 8.4 The fiscal year of the Corporation shall be fixed by resolution of the board of directors. Section 8.5 The board of directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 9.1 These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors. 9

Exhibit 4.3 WARRANT REGISTRATION RIGHTS AGREEMENT between MCCAW INTERNATIONAL, LTD. and THE BANK OF NEW YORK, as Warrant Agent Dated as of March 3, 1997

WARRANT REGISTRATION RIGHTS AGREEMENT WARRANT REGISTRATION RIGHTS AGREEMENT, dated as of March 3, 1997 (this "Agreement"), between MCCAW INTERNATIONAL, LTD., a Washington corporation (the "Company"), and THE BANK OF NEW YORK, as warrant agent (the "Warrant Agent"). Pursuant to the terms of a Placement Agreement dated March 3, 1997 (the "Placement Agreement"), among the Company and Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as manager (the "Manager"), for itself and the other placement agents named therein (collectively with the Manager, the "Placement Agents"), the Company has agreed to issue and sell to the Placement Agents an aggregate of 951,463 warrants (each, a "Warrant"), each Warrant initially entitling the holder thereof to purchase 0.10616 shares of Common Stock (as defined below) of the Company at an exercise price of $36.45 per Common Share, as part of 951,463 units (the "Units"), each Unit consisting of one 13% Senior Discount Note due 2007 of the Company (each a "Note" and collectively, the "Notes") to be issued pursuant to the provisions of an Indenture dated as of the date hereof (the "Indenture") between the Company, as issuer, and The Bank of New York, as trustee, and one Warrant. The Note and the Warrant included in each Unit will become separately transferable at the close of business upon the earliest to occur of (i) the date that is six months after the Closing Date (as defined below), (ii) the commencement of an exchange offer with respect to the Notes undertaken pursuant to the Notes Registration Rights Agreement (as defined below), (iii) the effectiveness of a shelf registration statement with respect to resales of the Notes or (iv) the commencement of an offer to purchase the Notes pursuant to the Indenture. In consideration of the foregoing and of the mutual agreements contained herein and in the Placement Agreement, the Company and the Warrant Agent hereby agree as follows:

Exhibit 4.3 WARRANT REGISTRATION RIGHTS AGREEMENT between MCCAW INTERNATIONAL, LTD. and THE BANK OF NEW YORK, as Warrant Agent Dated as of March 3, 1997

WARRANT REGISTRATION RIGHTS AGREEMENT WARRANT REGISTRATION RIGHTS AGREEMENT, dated as of March 3, 1997 (this "Agreement"), between MCCAW INTERNATIONAL, LTD., a Washington corporation (the "Company"), and THE BANK OF NEW YORK, as warrant agent (the "Warrant Agent"). Pursuant to the terms of a Placement Agreement dated March 3, 1997 (the "Placement Agreement"), among the Company and Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as manager (the "Manager"), for itself and the other placement agents named therein (collectively with the Manager, the "Placement Agents"), the Company has agreed to issue and sell to the Placement Agents an aggregate of 951,463 warrants (each, a "Warrant"), each Warrant initially entitling the holder thereof to purchase 0.10616 shares of Common Stock (as defined below) of the Company at an exercise price of $36.45 per Common Share, as part of 951,463 units (the "Units"), each Unit consisting of one 13% Senior Discount Note due 2007 of the Company (each a "Note" and collectively, the "Notes") to be issued pursuant to the provisions of an Indenture dated as of the date hereof (the "Indenture") between the Company, as issuer, and The Bank of New York, as trustee, and one Warrant. The Note and the Warrant included in each Unit will become separately transferable at the close of business upon the earliest to occur of (i) the date that is six months after the Closing Date (as defined below), (ii) the commencement of an exchange offer with respect to the Notes undertaken pursuant to the Notes Registration Rights Agreement (as defined below), (iii) the effectiveness of a shelf registration statement with respect to resales of the Notes or (iv) the commencement of an offer to purchase the Notes pursuant to the Indenture. In consideration of the foregoing and of the mutual agreements contained herein and in the Placement Agreement, the Company and the Warrant Agent hereby agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Auditors" means, at any time, the independent auditors of the Company at such time. "Board" means the board of directors of the Company from time to time. "Closing Date" means the date hereof. "Comfort Letter" has the meaning specified in Section 3 hereof. "Commission" means the United States Securities and Exchange Commission.

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WARRANT REGISTRATION RIGHTS AGREEMENT WARRANT REGISTRATION RIGHTS AGREEMENT, dated as of March 3, 1997 (this "Agreement"), between MCCAW INTERNATIONAL, LTD., a Washington corporation (the "Company"), and THE BANK OF NEW YORK, as warrant agent (the "Warrant Agent"). Pursuant to the terms of a Placement Agreement dated March 3, 1997 (the "Placement Agreement"), among the Company and Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as manager (the "Manager"), for itself and the other placement agents named therein (collectively with the Manager, the "Placement Agents"), the Company has agreed to issue and sell to the Placement Agents an aggregate of 951,463 warrants (each, a "Warrant"), each Warrant initially entitling the holder thereof to purchase 0.10616 shares of Common Stock (as defined below) of the Company at an exercise price of $36.45 per Common Share, as part of 951,463 units (the "Units"), each Unit consisting of one 13% Senior Discount Note due 2007 of the Company (each a "Note" and collectively, the "Notes") to be issued pursuant to the provisions of an Indenture dated as of the date hereof (the "Indenture") between the Company, as issuer, and The Bank of New York, as trustee, and one Warrant. The Note and the Warrant included in each Unit will become separately transferable at the close of business upon the earliest to occur of (i) the date that is six months after the Closing Date (as defined below), (ii) the commencement of an exchange offer with respect to the Notes undertaken pursuant to the Notes Registration Rights Agreement (as defined below), (iii) the effectiveness of a shelf registration statement with respect to resales of the Notes or (iv) the commencement of an offer to purchase the Notes pursuant to the Indenture. In consideration of the foregoing and of the mutual agreements contained herein and in the Placement Agreement, the Company and the Warrant Agent hereby agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Auditors" means, at any time, the independent auditors of the Company at such time. "Board" means the board of directors of the Company from time to time. "Closing Date" means the date hereof. "Comfort Letter" has the meaning specified in Section 3 hereof. "Commission" means the United States Securities and Exchange Commission.

2 "Common Stock" means the common stock, without par value, of the Company. "Common Shares" means the shares of the Common Stock of the Company. "Company" means McCaw International, Ltd., a Washington corporation. "Company IPO Shares" has the meaning specified in Section 2 hereof. "Cutback Notice" has the meaning specified in Section 2 hereof. "Expiration Date" means the tenth anniversary of the date hereof. "Holders" means the record holders of the Warrants and the holders of Common Shares (or other securities) received upon exercise thereof. "Includible Secondary Shares" has the meaning specified in Section 2 hereof.

2 "Common Stock" means the common stock, without par value, of the Company. "Common Shares" means the shares of the Common Stock of the Company. "Company" means McCaw International, Ltd., a Washington corporation. "Company IPO Shares" has the meaning specified in Section 2 hereof. "Cutback Notice" has the meaning specified in Section 2 hereof. "Expiration Date" means the tenth anniversary of the date hereof. "Holders" means the record holders of the Warrants and the holders of Common Shares (or other securities) received upon exercise thereof. "Includible Secondary Shares" has the meaning specified in Section 2 hereof. "Indenture" has the meaning specified in the recitals to this Agreement. "Manager" has the meaning specified in the recitals to this Agreement. "managing underwriter" has the meaning specified in Section 2 hereto. "Morgan Stanley" has the meaning specified in the recitals to this Agreement. "Notes" has the meaning specified in the recitals to this Agreement. "Opinion" has the meaning specified in Section 3 hereof. "Other IPO Shares" has the meaning specified in Section 2 hereof. "Piggy-back Registration Rights" has the meaning specified in Section 2 hereof. "Placement Agents" has the meaning specified in the recitals to this Agreement. "Placement Agreement" has the meaning specified in the recitals to this Agreement. "Registration Statement" has the meaning specified in Section 2 hereof. "Resale Shelf" has the meaning specified in Section 3 hereof.

3 "Securities Act" means the United States Securities Act of 1933, as amended. "Underlying Securities" shall mean the Common Shares issuable upon exercise of the Warrants or such other securities as shall be issuable upon the exercise of the Warrants, pursuant to the Warrant Agreement. "Units" has the meaning specified in the recitals to this Agreement. "Warrant" has the meaning specified in the recitals to this Agreement. "Warrant Agent" has the meaning specified in the preamble to this Agreement.

3 "Securities Act" means the United States Securities Act of 1933, as amended. "Underlying Securities" shall mean the Common Shares issuable upon exercise of the Warrants or such other securities as shall be issuable upon the exercise of the Warrants, pursuant to the Warrant Agreement. "Units" has the meaning specified in the recitals to this Agreement. "Warrant" has the meaning specified in the recitals to this Agreement. "Warrant Agent" has the meaning specified in the preamble to this Agreement. "Warrant Agreement" means the Warrant Agreement dated the date hereof between the Company and the Warrant Agent. "Warrant Shares" has the meaning specified in Section 2 hereof. "Warrant Registration Statement" has the meaning specified in Section 3 hereof. 2. Piggy-Back Registration Rights. (a) If the Company proposes to file a Registration Statement with the Commission respecting an offering of any shares of Common Stock (or other securities) issuable upon exercise of the Warrants (other than an offering registered solely on Form S-4 or S-8 or any successor form thereto and other than the initial public offering of shares of Common Stock (or other securities) issuable upon exercise of the Warrants if no shareholder of the Company participates therein), the Company shall give prompt written notice to all the Holders of Warrants or Common Shares or such other securities received upon exercise thereof at least 30 days prior to the initial filing of the registration statement relating to such offering (the "Registration Statement"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, ("Warrant Shares") in such Registration Statement ("Piggy-back Registration Rights"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering.

4 (b) If a proposed public offering includes both securities to be offered for the account of the Company ("Company IPO Shares") and shares to be sold by shareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares that selling shareholders propose to sell therein, whether or not such selling shareholders have the right to include shares therein (the "Other IPO Shares"), plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company IPO Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company IPO Shares. Such maximum number of shares that may be so sold, excluding the Company IPO Shares, are referred to as the "Includible Shares." If the managing underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company IPO Shares in the public offering and each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares and in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included.

4 (b) If a proposed public offering includes both securities to be offered for the account of the Company ("Company IPO Shares") and shares to be sold by shareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares that selling shareholders propose to sell therein, whether or not such selling shareholders have the right to include shares therein (the "Other IPO Shares"), plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company IPO Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company IPO Shares. Such maximum number of shares that may be so sold, excluding the Company IPO Shares, are referred to as the "Includible Shares." If the managing underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company IPO Shares in the public offering and each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares and in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of Warrant Shares and Other IPO Shares proposed to be sold therein exceeds the maximum number of shares (the "Includible Secondary Shares") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or selling shareholders, as the case may be. 3. Shelf Registration. (a) If only the Company sells Common Shares in an initial public offering or all of the Warrant Shares have not been sold in a public offering, the Company shall use its best

5 efforts to cause to be filed pursuant to Rule 415 under the Securities Act a shelf registration statement on the appropriate form (the "Warrant Registration Statement") covering the issuance of the Warrant Shares upon exercise of the Warrants and shall use its best efforts to cause the Warrant Registration Statement to become effective under the Securities Act within 180 days after the closing date of the initial public offering; provided, however, that (1) in no event may the Warrant Registration Statement be declared effective prior to the first anniversary of the Closing Date and (2) if the Commission shall request that the Company register the resale of the Warrant Shares instead of the issuance thereof, the Warrant Registration Statement shall register such resale as opposed to such issuance. The Company shall use reasonable efforts to keep the Warrant Registration Statement continuously effective until such time as all Warrants have been exercised or in the case of clause (2), until such time as all Warrant Shares have been resold. Prior to filing the Warrant Registration Statement or any amendment thereto, the Company shall provide a copy thereof to Morgan Stanley and its counsel and afford them a reasonable time to comment thereon. (b) If the Warrant Registration Statement shall register the sale of the Warrant Shares (a "Resale Shelf") as provided in Section 3(a)(2) above, the Company agrees to:

5 efforts to cause to be filed pursuant to Rule 415 under the Securities Act a shelf registration statement on the appropriate form (the "Warrant Registration Statement") covering the issuance of the Warrant Shares upon exercise of the Warrants and shall use its best efforts to cause the Warrant Registration Statement to become effective under the Securities Act within 180 days after the closing date of the initial public offering; provided, however, that (1) in no event may the Warrant Registration Statement be declared effective prior to the first anniversary of the Closing Date and (2) if the Commission shall request that the Company register the resale of the Warrant Shares instead of the issuance thereof, the Warrant Registration Statement shall register such resale as opposed to such issuance. The Company shall use reasonable efforts to keep the Warrant Registration Statement continuously effective until such time as all Warrants have been exercised or in the case of clause (2), until such time as all Warrant Shares have been resold. Prior to filing the Warrant Registration Statement or any amendment thereto, the Company shall provide a copy thereof to Morgan Stanley and its counsel and afford them a reasonable time to comment thereon. (b) If the Warrant Registration Statement shall register the sale of the Warrant Shares (a "Resale Shelf") as provided in Section 3(a)(2) above, the Company agrees to: (i) make available for inspection by a representative of the Holders, any underwriter participating in any disposition pursuant to such Resale Shelf and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, financial and other records, documents and properties of the Company that are pertinent to the conduct of due diligence customary for an underwritten offering, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with a Resale Shelf; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons, unless and to the extent that disclosure of such information is required by law or such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person; (ii) use its best efforts to cause all Warrant Shares sold under a Resale Shelf to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of Warrant Shares representing a majority of the Warrants originally issued, to the extent such Warrant Shares satisfy applicable listing requirements; (iii) provide a reasonable number of copies of the prospectus included in such Resale Shelf to Holders that are selling Warrant Shares pursuant to such Resale Shelf;

6 (iv) cause to be provided to the Warrant Agent, on behalf of the Holders and beneficial owners of Warrant Shares, upon the effectiveness of such Resale Shelf, a customary "10b-5" opinion of independent counsel (an "Opinion") and a customary "cold comfort" letter of independent auditors (a "Comfort Letter"); (v) cause to be provided to Holders and beneficial owners of Warrant Shares an Opinion and Comfort Letter with respect to each Form 10-K and Form 10- Q, including any amendments thereto, that is incorporated by reference in such Resale Shelf; and (vi) notify the Warrant Agent, for distribution to the Holders, (A) when the Resale Shelf has become effective and when any post-effective amendment thereto has been filed and becomes effective, (B) of any request by the Commission or any state securities authority for amendments and supplements to the Resale Shelf or of any material request by the Commission or any state securities authority for additional information after the Resale Shelf has become effective, (C) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Resale Shelf or the initiation of any proceedings for that purpose, (D) if, between the effective date of the Resale Shelf and the closing of any sale of Warrant Shares covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, including this Agreement, relating to disclosure cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the

6 (iv) cause to be provided to the Warrant Agent, on behalf of the Holders and beneficial owners of Warrant Shares, upon the effectiveness of such Resale Shelf, a customary "10b-5" opinion of independent counsel (an "Opinion") and a customary "cold comfort" letter of independent auditors (a "Comfort Letter"); (v) cause to be provided to Holders and beneficial owners of Warrant Shares an Opinion and Comfort Letter with respect to each Form 10-K and Form 10- Q, including any amendments thereto, that is incorporated by reference in such Resale Shelf; and (vi) notify the Warrant Agent, for distribution to the Holders, (A) when the Resale Shelf has become effective and when any post-effective amendment thereto has been filed and becomes effective, (B) of any request by the Commission or any state securities authority for amendments and supplements to the Resale Shelf or of any material request by the Commission or any state securities authority for additional information after the Resale Shelf has become effective, (C) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Resale Shelf or the initiation of any proceedings for that purpose, (D) if, between the effective date of the Resale Shelf and the closing of any sale of Warrant Shares covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, including this Agreement, relating to disclosure cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Warrant Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (E) of the happening of any event during the period the Resale Shelf is effective such that such Resale Shelf or the related prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make statements therein not misleading and (F) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate. The Holders hereby agree to suspend use of the prospectus contained in a Resale Shelf upon receipt of such notice under clause (E) or (F) above until the Company has amended or supplemented such prospectus to correct such misstatement or omission. 4. Suspension. Notwithstanding the foregoing, during any consecutive 365-day period, the Company shall have the privilege to suspend availability of the Warrant Registration Statement and the related prospectus for up to two 30consecutive-day periods, except for the 30 days immediately prior to the Expiration Date, if the Board determines in good faith that there is a valid purpose for such suspension. Notice of such suspension shall be given promptly to the Warrant Agent.

7 5. Blue Sky. The Company shall use its reasonable best efforts to register or qualify the Underlying Securities proposed to be sold or issued pursuant to the Registration Statement or the Warrant Registration Statement under all applicable securities or "blue sky" laws of all jurisdictions in the United States in which any Holder of Warrants may or may be deemed to purchase Underlying Securities upon the exercise of Warrants or resale of the Warrant Shares, as the case may be, and shall use its reasonable best efforts to maintain such registration or qualification through the earlier of (A) the date upon which all Warrants have been exercised or all Warrant Shares have been resold, as the case may be, under the Warrant Shelf Registration Statement and (B) the Expiration Date; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a broker or a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 5, (ii) file any general consent to service of process or (iii) subject itself to taxation in any jurisdiction if it is not otherwise so subject. 6. Accuracy of Disclosure. The Company (and its successors) represents and warrants to each Holder (and each beneficial owner of a Warrant or Warrant Share) and agrees for the benefit of each Holder (and each beneficial owner of a Warrant or Warrant Share) that, except during any period in which the availability of the Warrant Registration Statement has

7 5. Blue Sky. The Company shall use its reasonable best efforts to register or qualify the Underlying Securities proposed to be sold or issued pursuant to the Registration Statement or the Warrant Registration Statement under all applicable securities or "blue sky" laws of all jurisdictions in the United States in which any Holder of Warrants may or may be deemed to purchase Underlying Securities upon the exercise of Warrants or resale of the Warrant Shares, as the case may be, and shall use its reasonable best efforts to maintain such registration or qualification through the earlier of (A) the date upon which all Warrants have been exercised or all Warrant Shares have been resold, as the case may be, under the Warrant Shelf Registration Statement and (B) the Expiration Date; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a broker or a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 5, (ii) file any general consent to service of process or (iii) subject itself to taxation in any jurisdiction if it is not otherwise so subject. 6. Accuracy of Disclosure. The Company (and its successors) represents and warrants to each Holder (and each beneficial owner of a Warrant or Warrant Share) and agrees for the benefit of each Holder (and each beneficial owner of a Warrant or Warrant Share) that, except during any period in which the availability of the Warrant Registration Statement has been suspended, (i) the Warrant Registration Statement and the documents incorporated by reference therein will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; and (ii) the prospectus delivered to such Holder upon its exercise of Warrants or pursuant to which such Holder sells its Warrant Shares, as the case may be, and the documents incorporated by reference therein will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 7. Indemnity. The Company hereby agrees to indemnify each beneficial owner of a Warrant and each person, if any, who controls any beneficial owner of a Warrant within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act"), or is under common control with, or is controlled by, any beneficial owner of a Warrant (whether or not it is, at the time the indemnity provided for in this Section 7 is sought, such a beneficial owner), from and against all losses, damages or liabilities which such beneficial owner or any such controlling or affiliated person suffers as a result of any breach, on the date of any exercise of a Warrant by such beneficial owner or the resale of any Warrant Share by such Holder, in either case pursuant to the Warrant Registration Statement, of the representations, warranties or agreements contained in Section 6. Each beneficial owner of a Warrant Share sold

8 pursuant to a Resale Shelf, by accepting its beneficial ownership of a Warrant, hereby (i) agrees to provide the Company with information with respect to it that the Company reasonably requests in connection with any Resale Shelf and (ii) agrees, severally and not jointly, to indemnify the Company, its directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any liability incurred by it or such controlling person as a result of any misstatement of information provided by such beneficial owner to the Company in writing expressly for inclusion in the Resale Shelf. 8. Expenses. All expenses incident to the Company's performance of or compliance with its obligations under this Agreement will be borne by the Company, regardless of whether a Registration Statement or Warrant Registration Statement becomes effective, including without limitation (i) all Commission or National Association of Securities Dealers, Inc. registration and filing fees,

8 pursuant to a Resale Shelf, by accepting its beneficial ownership of a Warrant, hereby (i) agrees to provide the Company with information with respect to it that the Company reasonably requests in connection with any Resale Shelf and (ii) agrees, severally and not jointly, to indemnify the Company, its directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any liability incurred by it or such controlling person as a result of any misstatement of information provided by such beneficial owner to the Company in writing expressly for inclusion in the Resale Shelf. 8. Expenses. All expenses incident to the Company's performance of or compliance with its obligations under this Agreement will be borne by the Company, regardless of whether a Registration Statement or Warrant Registration Statement becomes effective, including without limitation (i) all Commission or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all reasonable fees and expenses incurred in connection with compliance with state securities or "blue sky" laws, (iii) all reasonable expenses of any persons incurred by or on behalf of the Company in preparing or assisting in preparing, word processing, printing and distributing any registration statement, any prospectus, any amendments or supplements thereto and other documents relating to the performance of and compliance with this Agreement, (iv) the reasonable fees (including legal fees and expenses) and disbursements of the Warrant Agent, (v) the reasonable fees and disbursements of counsel for the Company and (vi) the fees and disbursements, if any, of the Auditors but excluding (x) fees and disbursements of counsel retained by the participating Holders and (y) the Holder's share of underwriting discounts and commissions. 9. Miscellaneous. (a) No Inconsistent Agreements. Each of the Company and the Warrant Agent represent to the other that it has not entered into, and agrees that on or after the date of this Agreement it will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Warrants or Warrant Shares in this Agreement or otherwise conflicts with the provisions hereof. The Company represents that the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any agreements. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Warrant Agent have obtained the written consent of Holders of at least a majority of the outstanding Warrants affected by such amendment, modification, supplement, waiver or consent;

9 provided that any amendment, modification or supplement to this Agreement which, in the good faith opinion of the Board of Directors of the Company (and evidenced by a resolution of such board), does not adversely affect any Holder, shall not be subject to such requirement for written consent. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 9(c); (ii) if to the Company, initially at the Company's address set forth in the Indenture and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 9(c); and (iii) if to the Warrant Agent, initially at the Warrant Agent address set forth in the Indenture and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 9(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if

9 provided that any amendment, modification or supplement to this Agreement which, in the good faith opinion of the Board of Directors of the Company (and evidenced by a resolution of such board), does not adversely affect any Holder, shall not be subject to such requirement for written consent. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 9(c); (ii) if to the Company, initially at the Company's address set forth in the Indenture and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 9(c); and (iii) if to the Warrant Agent, initially at the Warrant Agent address set forth in the Indenture and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 9(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery. (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Warrants in violation of the terms of the Placement Agreement or the Warrant Agreement. If any transferee of any Holder shall acquire Warrants, in any manner, whether by operation of law or otherwise, such Warrants shall be held subject to all of the terms of this Agreement and the Warrant Agreement, and by taking and holding such Warrants such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement or the Warrant Agreement and such person shall be entitled to receive the benefits hereof. (e) Purchases and Sales of Warrants. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the Securities Act) not to, purchase and then resell or otherwise transfer any Warrants other than Warrants acquired and cancelled. (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Warrant Agent, and each Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

10 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by the laws of the State of New York. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgement, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of their obligations under this Agreement to the fullest extent

10 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by the laws of the State of New York. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgement, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of their obligations under this Agreement to the fullest extent permitted by law. (l) Initial Public Offering. Notwithstanding anything to the contrary herein contained, if the Company conducts an initial public offering of equity securities (other than nonconvertible preferred shares), the Company will give the Holders the opportunity to convert such Warrants into warrants to purchase such equity securities (other than nonconvertible preferred shares) and such Warrant Shares into such equity securities (other than nonconvertible preferred shares). Such conversion opportunity will be on terms and conditions determined to be fair and reasonable by the Company's Board of Directors.

11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MCCAW INTERNATIONAL, LTD.
By /s/ Keith D. Grinstein ______________________________ Name: Keith D. Grinstein Title: President & CEO

THE BANK OF NEW YORK
By /s/ Vivian Georges ______________________________ Name: Vivian Georges Title: Assistant Vice President

Exhibit 10.26 NEXTEL COMMUNICATIONS INC. 1505 Farm Credit Drive, McLean, VA 22102 703 394-3000 [NEXTEL LOGO]

11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MCCAW INTERNATIONAL, LTD.
By /s/ Keith D. Grinstein ______________________________ Name: Keith D. Grinstein Title: President & CEO

THE BANK OF NEW YORK
By /s/ Vivian Georges ______________________________ Name: Vivian Georges Title: Assistant Vice President

Exhibit 10.26 NEXTEL COMMUNICATIONS INC. 1505 Farm Credit Drive, McLean, VA 22102 703 394-3000 [NEXTEL LOGO] May 7, 1999 Mr. Jose Felipe 711 Seaview Drive Juno Beach, Florida 33408 Dear Jose: On behalf of Nextel International, Inc., it is my pleasure to confirm our offer of employment to you for the position of President of the Mercosur Region of Latin America, supporting the projects in Brazil and Argentina and future projects in the other Mercosur countries. The following information provides detail and establishes the basis for mutual expectations regarding the terms and conditions of employment, benefits, provisions, and expatriation/repatriation assistance applying to your employment with Nextel International, Inc., ("Nextel International" or the "Company"). Outlined below are the specific terms and conditions regarding your employment relationship with the Company during the period of expatriation:
1. 2. 3. 4. 5. Title: Reporting to: Effective Date: Location: Term of Assignment: President, Mercosur President and Chief Operating Officer, Nextel International April 1, 1999 Assignment based in Buenos Aires, Argentina Your employment with the Company will be of indefinite duration, terminable at will by either party, without cause. This means that you may elect to terminate your employment with the

Exhibit 10.26 NEXTEL COMMUNICATIONS INC. 1505 Farm Credit Drive, McLean, VA 22102 703 394-3000 [NEXTEL LOGO] May 7, 1999 Mr. Jose Felipe 711 Seaview Drive Juno Beach, Florida 33408 Dear Jose: On behalf of Nextel International, Inc., it is my pleasure to confirm our offer of employment to you for the position of President of the Mercosur Region of Latin America, supporting the projects in Brazil and Argentina and future projects in the other Mercosur countries. The following information provides detail and establishes the basis for mutual expectations regarding the terms and conditions of employment, benefits, provisions, and expatriation/repatriation assistance applying to your employment with Nextel International, Inc., ("Nextel International" or the "Company"). Outlined below are the specific terms and conditions regarding your employment relationship with the Company during the period of expatriation:
1. 2. 3. 4. 5. Title: Reporting to: Effective Date: Location: Term of Assignment: President, Mercosur President and Chief Operating Officer, Nextel International April 1, 1999 Assignment based in Buenos Aires, Argentina Your employment with the Company will be of indefinite duration, terminable at will by either party, without cause. This means that you may elect to terminate your employment with the Company at any time after such date, and the Company retains the same rights. This "employment at-will" paragraph operates notwithstanding any other provision of this letter, (except as defined in this paragraph below) and no officer or employee of the Company is authorized to offer any employment relationship other than the "at-will" relationship provided for in this paragraph. However, as a condition of your taking this assignment, if for any reason, other than cause, your employment is terminated by the Company while in this position, the Company agrees to continue your then current salary for a period of one year from notice of termination. In addition, you will be eligible to receive 100% of the targeted cash bonus for that year, prorated for the months worked in that year and payable in the first quarter of the following year. After such notice, the Company will repatriate you to the US within a reasonable time, and after repatriation will be responsible only for the portion of compensation which is U.S. based. During the period of salary contribution, your benefits will continue and you will continue to vest for purposes of the stock options. Forced change of

May 7, 1999 Page 2
locations, title or reporting relationships will be considered termination for these purposes. After this Agreement is fully terminated, except for COBRA benefits and repatriation, all rights and liabilities hereunder will cease. You and the Company agree that the terms of your employment will be governed by the laws of the State of Florida, not by the laws of any other state or foreign country. 6. Base Salary U.S. $250,000 per year, paid bi-monthly in the United States and subject to U.S. taxes. A foreign assignment differential will be paid to compensate you for the higher costs of goods and services in the assignment location as compared with the United States. We have agreed to pay you a services differential of $120,000 per year, payable in 24 bi-monthly installments with your local paycheck, during the term of this assignment. Your performance and your position with the Company will be reviewed on an annual basis by your supervisor who shall report the results of such review to the Board of Directors of the Company, at which time you will be eligible for a merit increase in your base annual compensation. Any such increase shall be based on a positive review of your performance and commensurate with your duties and responsibilities. Your base annual compensation will first be eligible for a merit increase as of April 1, 2000. You will be eligible to receive up to U.S. $150,000 paid in the U.S. as an incentive bonus for the achievement of specific objectives to be mutually determined by you and your supervisor. Pay out is expected to occur during the first quarter of each year. It is the Company's policy that personnel stationed abroad will not suffer financially from an excessive tax liability as a consequence of having to pay more income taxes than they would have paid in the United States. In order to implement this policy, an expatriate will be reimbursed for US and foreign taxes incurred on the total compensation in excess of the US tax that would have been incurred on the base salary had the expatriate remained in the United States. You agree to restructure the relationship with the Company in a manner which will minimize your overall tax liability, so long as you are not adversely impacted. It is understood that all benefits granted in Argentina will be tax equalized, and you will not be responsible for any foreign or U.S. taxes from those benefits, including the cost of living differential and rent allowances. In the event the Company overpays tax with respect to Company-earned income, a refund may be received payable to you. You agree to reimburse the Company that amount relating to

7. Foreign Assignment Differential and Per Diem

8. Performance Review:

9. Incentive Bonus:

10. Tax Equalization:

May 7, 1999 Page 2
locations, title or reporting relationships will be considered termination for these purposes. After this Agreement is fully terminated, except for COBRA benefits and repatriation, all rights and liabilities hereunder will cease. You and the Company agree that the terms of your employment will be governed by the laws of the State of Florida, not by the laws of any other state or foreign country. 6. Base Salary U.S. $250,000 per year, paid bi-monthly in the United States and subject to U.S. taxes. A foreign assignment differential will be paid to compensate you for the higher costs of goods and services in the assignment location as compared with the United States. We have agreed to pay you a services differential of $120,000 per year, payable in 24 bi-monthly installments with your local paycheck, during the term of this assignment. Your performance and your position with the Company will be reviewed on an annual basis by your supervisor who shall report the results of such review to the Board of Directors of the Company, at which time you will be eligible for a merit increase in your base annual compensation. Any such increase shall be based on a positive review of your performance and commensurate with your duties and responsibilities. Your base annual compensation will first be eligible for a merit increase as of April 1, 2000. You will be eligible to receive up to U.S. $150,000 paid in the U.S. as an incentive bonus for the achievement of specific objectives to be mutually determined by you and your supervisor. Pay out is expected to occur during the first quarter of each year. It is the Company's policy that personnel stationed abroad will not suffer financially from an excessive tax liability as a consequence of having to pay more income taxes than they would have paid in the United States. In order to implement this policy, an expatriate will be reimbursed for US and foreign taxes incurred on the total compensation in excess of the US tax that would have been incurred on the base salary had the expatriate remained in the United States. You agree to restructure the relationship with the Company in a manner which will minimize your overall tax liability, so long as you are not adversely impacted. It is understood that all benefits granted in Argentina will be tax equalized, and you will not be responsible for any foreign or U.S. taxes from those benefits, including the cost of living differential and rent allowances. In the event the Company overpays tax with respect to Company-earned income, a refund may be received payable to you. You agree to reimburse the Company that amount relating to Company-earned income and benefits.

7. Foreign Assignment Differential and Per Diem

8. Performance Review:

9. Incentive Bonus:

10. Tax Equalization:

11. Tax Counseling:

To ensure that tax is paid as and when required, the Company has retained international tax consultants to assist in the preparation and filing of US federal and state (if applicable) income tax returns. They will also provide assistance for your income tax return in your foreign assignment location. Only the consultants designated may be used. The extent of this tax consultant service to you is as

follows:

May 7, 1999 Page 3
Up to two consultations with a representative of the firm prior to your departure to your foreign assignment location, if appropriate; Consultation with the tax consultant service while in your foreign assignment location to assist you in the preparation of annual returns; Up to two consultations upon final return, if appropriate.

-

-

Penalties and interest owing or the preparation of amended returns, together with incremental consultant fees, that result from failure to comply with the established procedure, may result in the Company charging you with these amounts. Similarly, the Company will take measures as are required to ensure you do not suffer, if upon final return and through no fault of your own, you find you have been charged with double taxation on your Company-earned income and benefits while assigned to the foreign assignment location. 12. Housing: The Company will pay your actual cost of rental housing in the foreign assignment location, including all utilities, except telephone, up to an aggregate maximum per month of U.S. $10,000. However, this amount will be paid as part of the local salary covered in Argentina. In your expatriate assignment, you will be provided with use of a company car commensurate with your position, a chauffeur and appropriate security. You are entitled to 6 round trip business class tickets to the US to be used by you or your family, per year, during the duration of the assignment. Round trip is defined as passage between your country of foreign residence and your residence in the United States. Time taken for travel to the US will be considered part of the annual vacation time indicated in Item #15 of this Agreement. You will receive four weeks vacation per calendar year prorated for any partial years of employment. The observation of holidays will be determined by local customs and traditions in your foreign assignment location.

13.

Company Car:

14.

Travel to the US:

15.

Vacation:

16.

Holidays:

May 7, 1999 Page 3
Up to two consultations with a representative of the firm prior to your departure to your foreign assignment location, if appropriate; Consultation with the tax consultant service while in your foreign assignment location to assist you in the preparation of annual returns; Up to two consultations upon final return, if appropriate.

-

-

Penalties and interest owing or the preparation of amended returns, together with incremental consultant fees, that result from failure to comply with the established procedure, may result in the Company charging you with these amounts. Similarly, the Company will take measures as are required to ensure you do not suffer, if upon final return and through no fault of your own, you find you have been charged with double taxation on your Company-earned income and benefits while assigned to the foreign assignment location. 12. Housing: The Company will pay your actual cost of rental housing in the foreign assignment location, including all utilities, except telephone, up to an aggregate maximum per month of U.S. $10,000. However, this amount will be paid as part of the local salary covered in Argentina. In your expatriate assignment, you will be provided with use of a company car commensurate with your position, a chauffeur and appropriate security. You are entitled to 6 round trip business class tickets to the US to be used by you or your family, per year, during the duration of the assignment. Round trip is defined as passage between your country of foreign residence and your residence in the United States. Time taken for travel to the US will be considered part of the annual vacation time indicated in Item #15 of this Agreement. You will receive four weeks vacation per calendar year prorated for any partial years of employment. The observation of holidays will be determined by local customs and traditions in your foreign assignment location. You will be eligible for the standard Nextel Communications, Inc. (parent of Nextel International, Inc.) standard insurance and benefit plan (to include 401(k) and employee stock purchase plan) commensurate with your position and your compensation. Information concerning these plans will be provided to you. You will be provided with membership in an emergency medical plan and medical clinic in your foreign assignment location. In addition, the Company will pay emergency medical transportation and lodging costs to offset costs that the medical insurance does not cover.

13.

Company Car:

14.

Travel to the US:

15.

Vacation:

16.

Holidays:

17.

Insurance & Benefits:

18.

Expenses:

Any expenses that you incur on behalf of the Company which are directly related to your work will be reimbursed based on properly completed documentation and prior approvals.

May 7, 1999 Page 4
19. Nextel International (Services), Ltd.: We may structure your employee relationship for international tax planning purposes as an employee of Nextel International (Services), Ltd., which is a wholly-owned subsidiary of the Company. If this is the case, please be assured that this structure will not affect benefits you would otherwise receive if you had been an employee of the Company, nor your seniority. Except as specifically provided in this Agreement, you will be responsible for all financial obligations incurred by you during the term of this assignment. You agree that during the term of your employment, you will not (a) become involved as an employee, consultant, independent contractor, advisor, director, partner, owner or otherwise in any business in your foreign assignment location which competes directly with any business in which the Company is then engaged or is planning to become engaged, or (b) solicit the employment or services of any of the Company's employees, consultants, independent contractors, advisors, directors, or other representatives. You will agree that at all times during your employment and after termination of your employment you will not, without written permission of the Company's then current Chief Executive Officer, disclose to any party or use or permit to be used in a manner adverse to the Company any confidential or other proprietary information of the Company, including, without limitation, trade secrets. 22. Stock Options: -- You will not forfeit Nextel Communications, Inc.'s options granted to date (options for 70,000 shares). -- You will not forfeit Nextel International options granted to date for the purchase of 75,000 shares. -- You have been recommended to receive, and have been approved to receive, contingent on your acceptance of this offer, options for 75,000 shares of Nextel International at a $900,000 valuation of the Company, vesting as follows: 17,500 immediately upon grant and the rest 1/48 a month. -- You will be recommended to receive for 1999, options for an additional 75,000 shares of Nextel International and 25,000 shares of Nextel Communications, Inc. based on meeting specific objectives established by your supervisor. To assist you with your moving and settling costs, the Company will pay the associated, eligible costs up to U.S. $25,000, with appropriate taxes to be paid by the Company. The Company will pay also all reasonable costs of relocation at the conclusion of

20. Financial Responsibility:

21. Non-competition, etc.:

23. Moving allowance:

May 7, 1999 Page 4
19. Nextel International (Services), Ltd.: We may structure your employee relationship for international tax planning purposes as an employee of Nextel International (Services), Ltd., which is a wholly-owned subsidiary of the Company. If this is the case, please be assured that this structure will not affect benefits you would otherwise receive if you had been an employee of the Company, nor your seniority. Except as specifically provided in this Agreement, you will be responsible for all financial obligations incurred by you during the term of this assignment. You agree that during the term of your employment, you will not (a) become involved as an employee, consultant, independent contractor, advisor, director, partner, owner or otherwise in any business in your foreign assignment location which competes directly with any business in which the Company is then engaged or is planning to become engaged, or (b) solicit the employment or services of any of the Company's employees, consultants, independent contractors, advisors, directors, or other representatives. You will agree that at all times during your employment and after termination of your employment you will not, without written permission of the Company's then current Chief Executive Officer, disclose to any party or use or permit to be used in a manner adverse to the Company any confidential or other proprietary information of the Company, including, without limitation, trade secrets. 22. Stock Options: -- You will not forfeit Nextel Communications, Inc.'s options granted to date (options for 70,000 shares). -- You will not forfeit Nextel International options granted to date for the purchase of 75,000 shares. -- You have been recommended to receive, and have been approved to receive, contingent on your acceptance of this offer, options for 75,000 shares of Nextel International at a $900,000 valuation of the Company, vesting as follows: 17,500 immediately upon grant and the rest 1/48 a month. -- You will be recommended to receive for 1999, options for an additional 75,000 shares of Nextel International and 25,000 shares of Nextel Communications, Inc. based on meeting specific objectives established by your supervisor. To assist you with your moving and settling costs, the Company will pay the associated, eligible costs up to U.S. $25,000, with appropriate taxes to be paid by the Company. The Company will pay also all reasonable costs of relocation at the conclusion of this assignment.

20. Financial Responsibility:

21. Non-competition, etc.:

23. Moving allowance:

This Agreement supersedes any and all prior written or oral agreements or understandings concerning such subject matter.

May 7, 1999 Page 5 Please do not hesitate to contact me of Steve if you have any questions or require additional information. Please sign below where indicated and return this to me to evidence your agreement as to the above terms. The copy is for your records. Sincerely,
/s/ Timothy M. Donahue Timothy M. Donahue President and Chief Operating Officer Nextel Communications, Inc.

I have read and understand the terms and conditions contained in this Agreement and hereby accept and agree to them as partial conditions of my employment with Nextel International, Inc.
/s/ Jose Felipe ---------------------------------------Jose Felipe

Date:

5/10/99 ----------------------

EXHIBIT 21.1 Nextel International (Delaware), Ltd. (Delaware) Nextel International (Services), Ltd. (Delaware) Nextel International (Japan), Ltd. (Delaware) McCaw International (Brazil), Ltd. (Virginia) Nextel International Investment Company (Delaware) Nextel International (Mexico), Ltd. (Delaware) Airfone Holdings, Inc. (Delaware) Nextel International (Holdings), Ltd. (Cayman Islands) Nextel International (Philippines) LLC (Cayman Islands) Nextel International (Argentina) LLC (Cayman Islands) Nextel International (Peru) LLC (Cayman Islands) Nextel International (Argentina) Ltd. (Cayman Islands) Nextel International (Chile) LLC (Cayman Islands) Nextel del Peru, SA (Peru) Nextel Argentina S.R.L. (Argentina) Orient Holdings Limited (Hong Kong) Emerald Investments, Inc. (Philippines) Nextel International Asia Holdings Limited (Hong Kong) Comunicaciones Nextel de Mexico S.A. de CV (Mexico) Butler George International Corp. (British Virgin Islands)
Art Consult International S/A (British Virgin Islands) Nextel S.A. (Brazil) Nextel Telecomunicacoes Ltda. (Brazil) Promobile Telecomunicacoes Ltda. (Brazil) Telemobile Telecomunicacoes Ltda. (Brazil) Nextel SME Ltda. (Brazil) Master-Tec Industria e Comercio de Produtos Electronicos Ltda. (Brazil) Telecomunicacoes Brastel Ltda. (Brazil) Sistemas de Comunicaciones Troncales S.A. de C.V. (Mexico) Multifon S.A. de CV (Mexico) Comunicacion Integral San Luis S.A. de C.V. (Mexico) Radiophone S.A. de C.V. (Mexico) Servicios Protel S.A. de C.V. (Mexico) Nextel de Mexico, S.A. de C.V. (Mexico) Servicios de Radiocomunicacion Movil de Mexico, S.A. de C.V. (Mexico) Inversiones Nextel de Mexico, S.A. de C.V. (Mexico)

EXHIBIT 21.1 Nextel International (Delaware), Ltd. (Delaware) Nextel International (Services), Ltd. (Delaware) Nextel International (Japan), Ltd. (Delaware) McCaw International (Brazil), Ltd. (Virginia) Nextel International Investment Company (Delaware) Nextel International (Mexico), Ltd. (Delaware) Airfone Holdings, Inc. (Delaware) Nextel International (Holdings), Ltd. (Cayman Islands) Nextel International (Philippines) LLC (Cayman Islands) Nextel International (Argentina) LLC (Cayman Islands) Nextel International (Peru) LLC (Cayman Islands) Nextel International (Argentina) Ltd. (Cayman Islands) Nextel International (Chile) LLC (Cayman Islands) Nextel del Peru, SA (Peru) Nextel Argentina S.R.L. (Argentina) Orient Holdings Limited (Hong Kong) Emerald Investments, Inc. (Philippines) Nextel International Asia Holdings Limited (Hong Kong) Comunicaciones Nextel de Mexico S.A. de CV (Mexico) Butler George International Corp. (British Virgin Islands)
Art Consult International S/A (British Virgin Islands) Nextel S.A. (Brazil) Nextel Telecomunicacoes Ltda. (Brazil) Promobile Telecomunicacoes Ltda. (Brazil) Telemobile Telecomunicacoes Ltda. (Brazil) Nextel SME Ltda. (Brazil) Master-Tec Industria e Comercio de Produtos Electronicos Ltda. (Brazil) Telecomunicacoes Brastel Ltda. (Brazil) Sistemas de Comunicaciones Troncales S.A. de C.V. (Mexico) Multifon S.A. de CV (Mexico) Comunicacion Integral San Luis S.A. de C.V. (Mexico) Radiophone S.A. de C.V. (Mexico) Servicios Protel S.A. de C.V. (Mexico) Nextel de Mexico, S.A. de C.V. (Mexico) Servicios de Radiocomunicacion Movil de Mexico, S.A. de C.V. (Mexico) Inversiones Nextel de Mexico, S.A. de C.V. (Mexico) Comercializadora Protel S.A. de C.V. (Mexico) Fonotransportes Nacionales S.A. de C.V. (Mexico) Arrendadora de Equipos Para Telecomunicaciones, S.A. de C.V. (Mexico) Teletransportes Integrales, S.A. de C.V. (Mexico) Latin Holding I (Cayman Islands) Latin Holding II (Cayman Islands) Latin Holding III (Cayman Islands) Latin Holding IV (Cayman Islands) Comunicaciones Multikom Limitada (Chile) Distribuidora Multitek Limitada (Chile) Comunicaciones Multitrunking Limitada (Chile) Top Mega Enterprises, Limited (Hong Kong) Joyce Link Holdings, Ltd. (Hong Kong) Foodcamp Industries and Marketing, Inc. (Philippines) SMR Direct Cayman Corp. (Cayman Islands) Centennial Cayman Corp. (Cayman Islands) CCC Holdings Peru S.R.L. (Peru) Centennial Cayman Corp. Chile Ltda. (Chile) Andean Cayman Corp. (Cayman Islands) SMR Direct Peru S.R.L. (Peru) C-Comunica S.R.L. (Peru) Transnet del Peru S.R.L (Peru) SMR Direct Cayman Corp. Chile Ltda. (Chile) Telecomunicaciones y Servicios S.A. (Chile) Trunking S.A. (Chile) Dial Page S.A. (Chile) Mobile S.A. (Chile) Nextel Communications Philippines, Inc. (Philippines)

EXHIBIT 23.1

EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-56280 of Nextel International, Inc. on Form S-8 and Registration Statement No. 333-56282 of Nextel International, Inc. on Form S-8 of our report dated February 15, 2001 (February 20, 2001 as to Note 7), which includes an explanatory paragraph relating to the adoption of Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," appearing in this Annual Report on Form 10-K of Nextel International, Inc. for the year ended December 31, 2000. McLean, Virginia April 2, 2001

DIRECTOR AND/OR OFFICER OF NEXTEL INTERNATIONAL, INC. REGISTRATION STATEMENT POWER OF ATTORNEY By signing below, I hereby constitute and appoint Steven M. Shindler, Byron R. Siliezar, Robert J. Gilker, J. Vincente Rios and Robert N. Shanks, and each of them, as my true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments in my name and behalf in my capacities as director and/or officer of Nextel International, Inc., a Delaware corporation (the "Company"), which said attorney and agent may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1934, as amended (the "Exchange Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with an Annual Report on Form 10-K (or any other appropriate form) including specifically, but without limiting the generality of the foregoing, the power and authority to sign for me, in my name and behalf in my capacities as director and/or officer of the Company (individually or on behalf of the Company), such Annual Report, and any and all amendments and supplements thereto, and to file the same, with all exhibits thereto and other instruments or documents in connection therewith, with the Securities and Exchange Commission, and I hereby ratify and confirm all that said attorney and agents, or any of them and any substitute or substitutes, may do or cause to be done by virtue hereof. EXECUTED as of the 2nd day of April, 2001.
/s/ DANIEL F. AKERSON -------------------------------------Daniel F. Akerson /s/ STEVEN P. DUSSEK -----------------------------------Steven P. Dussek

/s/ STEVEN M. SHINDLER -------------------------------------Steven M. Shindler

/s/ C. JAMES JUDSON -----------------------------------C. James Judson

/s/BYRON R. SILIEZAR -------------------------------------Byron R. Siliezar

/s/ THOMAS LYNCH -----------------------------------Thomas Lynch

/s/ KEITH D. GRINSTEIN -------------------------------------Keith D. Grinstein

/s/ DENNIS M. WEIBLING -----------------------------------Dennis M. Weibling

/s/ WILLIAM E. CONWAY, JR. -------------------------------------William E. Conway, Jr.

/s/ J. VINCENTE RIOS -----------------------------------J. Vicente Rios

DIRECTOR AND/OR OFFICER OF NEXTEL INTERNATIONAL, INC. REGISTRATION STATEMENT POWER OF ATTORNEY By signing below, I hereby constitute and appoint Steven M. Shindler, Byron R. Siliezar, Robert J. Gilker, J. Vincente Rios and Robert N. Shanks, and each of them, as my true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments in my name and behalf in my capacities as director and/or officer of Nextel International, Inc., a Delaware corporation (the "Company"), which said attorney and agent may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1934, as amended (the "Exchange Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with an Annual Report on Form 10-K (or any other appropriate form) including specifically, but without limiting the generality of the foregoing, the power and authority to sign for me, in my name and behalf in my capacities as director and/or officer of the Company (individually or on behalf of the Company), such Annual Report, and any and all amendments and supplements thereto, and to file the same, with all exhibits thereto and other instruments or documents in connection therewith, with the Securities and Exchange Commission, and I hereby ratify and confirm all that said attorney and agents, or any of them and any substitute or substitutes, may do or cause to be done by virtue hereof. EXECUTED as of the 2nd day of April, 2001.
/s/ DANIEL F. AKERSON -------------------------------------Daniel F. Akerson /s/ STEVEN P. DUSSEK -----------------------------------Steven P. Dussek

/s/ STEVEN M. SHINDLER -------------------------------------Steven M. Shindler

/s/ C. JAMES JUDSON -----------------------------------C. James Judson

/s/BYRON R. SILIEZAR -------------------------------------Byron R. Siliezar

/s/ THOMAS LYNCH -----------------------------------Thomas Lynch

/s/ KEITH D. GRINSTEIN -------------------------------------Keith D. Grinstein

/s/ DENNIS M. WEIBLING -----------------------------------Dennis M. Weibling

/s/ WILLIAM E. CONWAY, JR. -------------------------------------William E. Conway, Jr.

/s/ J. VINCENTE RIOS -----------------------------------J. Vicente Rios

/s/ TIMOTHY M. DONAHUE -------------------------------------Timothy M. Donahue


								
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