8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2013

___________

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-32421 (Commission File Number)		91-1671412 (IRS Employer Identification No.)
1875 Explorer Street, Suite 1000 Reston, Virginia  (Address of principal executive offices)		20190 (Zip Code)

Registrant's telephone number, including area code: (703) 390-5100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 13, 2013, Steven M. Shindler, Chairman and Chief Executive Officer of NII Holdings, Inc. (the “Company”), executed a letter agreement waiving his right to receive excise tax gross-up payments under the Company's Change of Control Severance Plan (the “Waiver Letter”). The preceding summary is qualified in its entirety by reference to the Waiver Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 (d)  Exhibits.

Exhibit No.	Description
10.1	Waiver Letter dated May 13, 2013 from Steven M. Shindler

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NII HOLDINGS, INC.
	(Registrant)
Dated: May 13, 2013	By: /s/ SHANA C. SMITH
	Shana C. Smith
	Vice President and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Waiver Letter dated May 13, 2013 from Steven M. Shindler

EX-10.1

Exhibit 10.1

May 13, 2013

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190

Re: NII Holdings, Inc. Change of Control Severance Plan

Dear Sirs:

Pursuant to an Offer Letter (the “Offer Letter”) from NII Holdings, Inc. (the “Company”) dated April 30, 2013, I am eligible to receive certain benefits as a “Covered Employee” under the Company's Change of Control Severance Plan (the “Plan”).

This letter sets forth my agreement, effective as of the date hereof, to irrevocably waive my right to receive any gross-up payments pursuant to Section 5(f) of the Plan, which provides for gross-up payments if any excise taxes are imposed under Section 4999 of the Internal Revenue Code. This waiver is voluntary and, except as provided herein, all other terms and rights under the Offer Letter and the Plan will remain in full force and effect.

Very truly yours,

/s/ Steven M. Shindler        

Steven M. Shindler

Chairman and Chief Executive Officer

Agreed and Accepted,

/s/ Gary D. Begeman        

Gary D. Begeman

Executive Vice President, General Counsel

And Secretary