Exhibit 4.13
NII CAPITAL CORP.
Offer to Exchange
10% SENIOR NOTES DUE 2016
that have been registered under the Securities Act of 1933
for any and all
10% SENIOR NOTES DUE 2016
This form, or one substantially equivalent hereto, must be used by a holder to accept the Exchange Offer of NII Capital Corp. (the “Issuer”) to tender outstanding unregistered 10% Senior Notes due 2016 (the “10% Old Notes”) to The Bank of New York Trust Company, N.A., as exchange agent (the “Exchange Agent”), pursuant to the guaranteed delivery procedures described in “The Exchange Offer — Procedures for Tendering Old Notes — Guaranteed Delivery” of the Issuer’s prospectus dated , 2010 (the “Prospectus”) and in Instruction 2 to the related letter of transmittal. Any holder who wishes to tender 10% Old Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this notice of guaranteed delivery, properly completed and duly executed, prior to the Expiration Date (as defined below) of the Exchange Offer. Capitalized terms used but not defined in this letter have the meanings given to them in the letter of transmittal.
The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2010, unless sooner terminated or extended (the “Expiration Date”). Outstanding notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter.
Wilmington Trust Company
By Overnight Delivery, Courier or Mail
(overnight delivery or courier recommended;
if by mail, registered or certified mail recommended):
Wilmington Trust Company
Rodney Square North
1100 N. Market St.
Wilmington, DE19890-1615
Attn: Sam Hamed
Registered or Certified Mail:
Wilmington Trust Company
Rodney Square North
1100 N. Market St.
Wilmington, DE19890-1615
Attn: Sam Hamed
By Facsimile Transmission (eligible institutions only):
(302) 636-4139
Attn: Exchanges
Telephone Inquiries:
(302) 636-6470
Delivery of this instrument to an address other than as set forth above or transmission via facsimile to a number other than the one listed above will not constitute a valid delivery. The instructions accompanying this notice of guaranteed delivery should be read carefully before the notice of guaranteed delivery is completed.
This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, that signature guarantee must appear in the applicable space in the box provided on the letter of transmittal for guarantee of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, in accordance with its offer, upon the terms and subject to the conditions set forth in the Prospectus and the related letter of transmittal, receipt of which is hereby acknowledged, the principal amount of 10% Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes — Guaranteed Delivery” and in Instruction 2 of the letter of transmittal.
The undersigned hereby tenders the 10% Old Notes listed below:
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Certificate Number(s)
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(If known) of 10% Old Notes
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| or Account Number at DTC | | | Amount Represented | | | Amount Tendered* |
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PLEASE SIGN AND COMPLETE
Names of Registered Holder(s)
Address
Signature(s) of Registered Holder(s) or
Authorized Signatory
Dated:
Area Code and Telephone Number(s)
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| * | | All tenders must be in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. |
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This notice of guaranteed delivery must be signed by the registered holder(s) of the tendered 10% Old Notes exactly as the name(s) of such person(s) appear(s) on certificates for the 10% Old Notes or on a security position listing as the owner of the 10% Old Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es)
GUARANTEE
(not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning ofRule 17Ad-15 under the Securities Exchange Act of 1934, as amended (in each case that is a participant in the Securities Transfer Agents’ Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges’ Medallion Program approved by the Securities Transfer Association Inc.), hereby guarantees deposit with the Exchange Agent of the letter of transmittal (or facsimile thereof or agent’s message in lieu thereof), together with the 10% Old Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such 10% Old Notes into the Exchange Agent’s account at DTC described in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes — Book Entry Delivery Procedures” and in the letter of transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days following the Expiration Date.
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Name of Firm: | | |
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Address: | | Name: |
(Include ZIP Code) | | |
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| Area Code and Telephone Number: | | Title: |
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| | | Date: |
Do not send 10% Old Notes with this form. Actual surrender of 10% Old Notes must be made pursuant to, and be accompanied by, a properly completed and duly executed letter of transmittal (or agent’s message in lieu thereof) and any other required documents.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this notice of guaranteed delivery (or facsimile hereof or an agent’s message and notice of guaranteed delivery in lieu hereof) and any other documents required by this notice of guaranteed delivery with respect to the 10% Old Notes must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. Delivery of such notice of guaranteed delivery may be made by facsimile transmission, mail, courier or overnight delivery.The method of delivery of this notice of guaranteed delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent.If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, holders may wish to consider using an overnight or courier service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the letter of transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this notice of guaranteed delivery (or facsimile hereof) is signed by the registered holder(s) of the 10% Old Notes referred to herein, the signature(s) must correspond exactly with the name(s) written on the face of the 10% Old Notes without alteration, enlargement or any change whatsoever. If this notice of guaranteed delivery (or facsimile hereof) is signed by a participant in DTC whose name appears on a security position listing as the owner of the 10% Old Notes, the signature must correspond with the name as it appears on the security position listing as the owner of the 10% Old Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a person other than the registered holder(s) of any 10% Old Notes listed or a participant of DTC, this notice of guaranteed delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the 10% Old Notes or signed as the name(s) of the participant appears on DTC’s security position listing.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit herewith evidence satisfactory to the Exchange Agent of such person’s authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus and this notice of guaranteed delivery may be directed to the Exchange Agent at the address or telephone number set forth on the cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
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