· shares Virgin Mobile USA, Inc. Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
On the date hereof, the business of the Company is conducted through Virgin Mobile USA, LLC, a Delaware limited liability company (“VMU LLC”) which shall as part of the Reorganization, referred below, convert into Virgin Mobile USA, L.P., a Delaware limited partnership (the “Operating Partnership”). In connection with the offering contemplated by this Agreement, the Company will enter into a series of reorganization transactions (the “Reorganization”) as described in the most recent Preliminary Prospectus (defined hereinafter) pursuant to the Reorganization and Unit Purchase Agreement, among [ , and ] dated as of [ ], 2007 (the “Reorganization Agreement”). The Reorganization will be consummated simultaneously with the purchase and sale of the Firm Stock pursuant to this Agreement. Following the Reorganization and the consummation of the transactions contemplated by this Agreement, the Company will be a holding company and will hold all outstanding limited liability company interests in
AMENDED AND RESTATED CREDIT AGREEMENT among VIRGIN MOBILE USA, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 19, 2006, among, VIRGIN MOBILE USA, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as defined below), MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED, as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and J.P. MORGAN SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint lead arrangers and joint bookrunners (in such capacity, the “Arrangers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 16, 2007, is by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Corvina Holdings Limited, a company incorporated in the British Virgin Islands, (“Corvina”), Cortaire Limited, a company incorporated in the British Virgin Islands (“Cortaire” and together with Corvina, “Virgin”), Sprint Ventures, Inc., a Kansas corporation (“Sprint”), Best Buy Co., Inc., a Minnesota corporation (“Best Buy”) and Freedom Wireless, Inc., a Nevada corporation (“Freedom Wireless”). Virgin, Sprint, Best Buy and Freedom Wireless, together with each Person who becomes a party hereto pursuant to Section 11(c), are referred to individually as a “Shareholder” and together as the “Shareholders”.
VOTING AGREEMENTVoting Agreement • December 11th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of December 9, 2008, by and between Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), and the Person executing this Agreement as “Stockholder” on the signature page hereto (the “Stockholder”).
TAX RECEIVABLE AGREEMENT dated as of October 16, 2007Tax Receivable Agreement • October 17th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 16, 2007, is hereby entered into by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Corporation”) and Corvina Holdings Limited, a company incorporated in the British Virgin Islands (“Virgin”),
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of VIRGIN MOBILE USA, INC. by and among VIRGIN MOBILE USA, INC., CORVINA HOLDINGS LIMITED, CORTAIRE LIMITED, SK TELECOM USA HOLDINGS, INC. and SPRINT VENTURES, INC. Dated as of August 22, 2008Stockholders’ Agreement • August 28th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered as of August 22, 2008, by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Corvina Holdings Limited, a company incorporated in the British Virgin Islands (“Corvina”), Cortaire Limited, a company incorporated in the British Virgin Islands (“Cortaire” and together with Corvina, “Virgin”), SK Telecom USA Holdings, Inc., a Delaware corporation (“SK Telecom”), and Sprint Ventures, Inc., a Kansas corporation (“Sprint”). Virgin, SK Telecom and Sprint, together with each Person who becomes a party hereto pursuant to Section 3.1, are referred to individually as a “Stockholder” and together as the “Stockholders”.
TAX RECEIVABLE AGREEMENT dated as of October 16, 2007Tax Receivable Agreement • October 17th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 16, 2007, is hereby entered into by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Corporation”), Virgin Mobile USA, L.P., a Delaware limited partnership (the “Partnership”) and Sprint Ventures, Inc., a Kansas corporation (“Sprint” or the “Limited Partner”).
LIMITED PARTNERSHIP AGREEMENT OF VIRGIN MOBILE USA, L.P. Dated as of October 16, 2007Limited Partnership Agreement • October 17th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Virgin Mobile USA, L.P. (the “Partnership”) is made as of the 16th day of October, 2007, by and among VMU GP I, LLC, a limited liability company organized under the laws of the State of Delaware, as general partner, Bluebottle USA Holdings L.P., a limited partnership formed under the laws of the State of Delaware, as a Limited Partner (as defined herein) of the Partnership, Virgin Mobile USA, Inc., a Delaware corporation, as a Limited Partner of the Partnership and the other Limited Partners of the Partnership admitted in accordance with this Agreement.
Seventh Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.Virgin Mobile USA, Inc. • March 13th, 2009 • Radiotelephone communications
This Seventh Amendment (“Seventh Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). Capitalized terms not defined in this Seventh Amendment are defined in the PCS Services Agreement.
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTNondisclosure Agreement • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
This Nondisclosure Agreement (this “Agreement”) is dated as of ___ , 200__, between Virgin Mobile USA, LLC, a Delaware limited liability company (“VMU”), and , a licensee of Virgin Enterprises Ltd., and a ___ corporation (the “Company”).
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTNondisclosure Agreement • October 17th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
SPRINT MASTER SERVICES AGREEMENTSprint Master Service Agreement • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
ContractVirgin Mobile USA, Inc. • July 3rd, 2008 • Radiotelephone communications • New York
SECOND AMENDMENT AND CONSENT, dated as of June 27, 2008 (this “Amendment”), to the Subordinated Credit Agreement, dated as of July 19, 2006 (as amended by the First Amendment and Consent, dated as of September 21, 2007 (the “First Amendment”), and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Virgin Mobile USA, L.P. (formerly known as Virgin Mobile USA, LLC), a Delaware limited partnership (the “Borrower”), and Virgin Entertainment Holdings, Inc., a Delaware corporation (the “Existing Lender”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • January 28th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • New Jersey
This Agreement and General Release (“Agreement”) is between Howard Handler (“Employee” or “you”) and Virgin Mobile USA, L.P. (the “Company”).
TRANSACTION AGREEMENT by and among VIRGIN MOBILE USA, INC. VIRGIN MOBILE USA, L.P. HELIO, INC. HELIO LLC SK TELECOM USA HOLDINGS, INC. EARTHLINK, INC. and CORVINA HOLDINGS LIMITED Dated as of June 27, 2008Transaction Agreement • July 3rd, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
TRANSACTION AGREEMENT, dated as of June 27, 2008 (this “Agreement”), by and among Virgin Mobile USA, Inc., a Delaware corporation (“Parent”), Virgin Mobile USA, L.P., a Delaware limited partnership and wholly-owned subsidiary of Parent (“Virgin Opco”), Helio, Inc., a Delaware corporation (“Helio”), Helio LLC, a Delaware limited liability company (the “Company”), SK Telecom USA Holdings, Inc., a Delaware corporation (“SKT”), EarthLink, Inc., a Delaware corporation (“EarthLink”, and together with Helio and SKT, the “Sellers”), and Corvina Holdings Limited, a British Virgin Islands company (“Virgin Group”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENT between VIRGIN MOBILE USA, LLC and SPRINT SPECTRUM L.P.Distribution Agreement • June 29th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
This Amended and Restated Distribution Agreement (“Agreement”) is entered into as of July 29, 2003 (“Effective Date”) between Sprint Spectrum L.P. (“Sprint”) and Virgin Mobile USA, LLC (“VMU”).
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTLicense Agreement • July 20th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT among VIRGIN MOBILE USA, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as...Patent Security Agreement • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 19, 2006, among, VIRGIN MOBILE USA, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as defined below), MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED, as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and J.P. MORGAN SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint lead arrangers and joint bookrunners (in such capacity, the “Arrangers”).
SUBORDINATED CREDIT AGREEMENT among VIRGIN MOBILE USA, LLC, as Borrower, and VIRGIN ENTERTAINMENT HOLDINGS, INC. and SPRINT SPECTRUM L.P., as Lenders Dated as of July 19, 2006Subordinated Credit Agreement • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
SUBORDINATED CREDIT AGREEMENT (this “Agreement”), dated as of July 19, 2006, among VIRGIN MOBILE USA, LLC, a Delaware limited liability company (the “Borrower”), and VIRGIN ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“Virgin”), and SPRINT SPECTRUM L.P., a Delaware limited partnership (“Sprint Spectrum”; together with Virgin and their respective successors and permitted assigns in accordance with Section 8.6, the “Lenders”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
THIS AMENDMENT NO. 1 (“Amendment”) to the Amended and Restated Employment Agreement (“Employment Agreement”) by and between Virgin Mobile USA, Inc. (the “Company”) and Daniel H. Schulman (the “Executive”) dated as of January 1, 2008, is entered into by the Company and the Executive on, and to be effective as of December 12, 2008. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
This AMENDMENT NO. 1 (this “Amendment”), dated as of August 22, 2008, amends the Registration Rights Agreement, dated as of October 16, 2007 (the “Registration Rights Agreement”), by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Corvina Holdings Limited, a company incorporated in the British Virgin Islands, (“Corvina”), Cortaire Limited, a company incorporated in the British Virgin Islands (“Cortaire” and together with Corvina, “Virgin”), Sprint Ventures, Inc., a Kansas corporation (“Sprint”), Best Buy Co., Inc., a Minnesota corporation, and Freedom Wireless, Inc., a Nevada corporation.
ContractAnd • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
FIRST AMENDMENT AND CONSENT, dated as of September 21, 2007 (this “Amendment”), to the Subordinated Credit Agreement, dated as of July 19, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Virgin Mobile USA, LLC, a Delaware limited liability company (the “Borrower”) and Virgin Entertainment Holdings, Inc., a Delaware corporation (“Virgin”) and Sprint Spectrum L.P., a Delaware limited partnership (“Sprint Spectrum”, together with Virgin, the “Lenders”).
ContractAssumption Agreement • August 28th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
ASSUMPTION AGREEMENT, dated as of August 22, 2008, made by Helio LLC, a Delaware limited liability company (the “Additional Grantor”), in favor of Virgin Entertainment Holdings, Inc. and SK Telecom USA Holdings, Inc. (the “Lenders”).
Third Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.Services Agreement • May 13th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
This Third Amendment (“Third Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). Capitalized terms not defined in this Third Amendment are defined in the PCS Services Agreement.
ContractAnd • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
FIRST AMENDMENT AND CONSENT, dated as of September 21, 2007 (this “Amendment”), to (i) the Amended and Restated Credit Agreement, dated as of July 19, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Virgin Mobile USA, LLC, a Delaware limited liability company (the “Borrower”), the Lenders thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the other agents named therein and the several banks and other financial institutions or entities from time to time parties thereto, and (ii) the other Loan Documents (as defined in the Credit Agreement).
Second Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.Services Agreement • March 17th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
This Second Amendment (“Second Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended (the “PCS Services Agreement”). Capitalized terms not defined in this Second Amendment are defined in the PCS Services Agreement.
ContractLetter Agreement • November 23rd, 2009 • Virgin Mobile USA, Inc. • Radiotelephone communications
Note: Certain portions have been omitted from this Letter Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. Omitted information has been replaced with an asterisk. Omitted information has been filed separately with the Securities and Exchange Commission.
AGREEMENT AND PLAN OF MERGER among SPRINT NEXTEL CORPORATION, SPRINT MOZART, INC. and VIRGIN MOBILE USA, INC. Dated as of July 27, 2009Agreement and Plan of Merger • July 31st, 2009 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2009 (this “Agreement”), among Sprint Nextel Corporation, a Kansas corporation (“Parent”), Sprint Mozart, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Virgin Mobile USA, Inc., a Delaware corporation (the “Company”).
FORM OF AMENDED AND RESTATED PCS SERVICES AGREEMENT BETWEEN SPRINT SPECTRUM L.P. AND VIRGIN MOBILE USA, LLCPCS Services Agreement • June 29th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
Fifth Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.Services Agreement • August 14th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
This Fifth Amendment (“Fifth Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). The following modified and added terms and conditions are made a part of the Agreement commencing on the Acquisition Closing Date, as defined in the Recitals below (“Fifth Amendment Commencement Date”). Capitalized terms not defined in this Amendment are defined in the PCS Services Agreement.
MASTER SERVICES AGREEMENT BETWEEN VIRGIN MOBILE USA, L.P. AND INTERNATIONAL BUSINESS MACHINES CORPORATION EFFECTIVE: May 15, 2008Master Services Agreement • August 14th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
This Master Services Agreement, effective as of May 15, 2008 (“Reference Date”), is entered into between Virgin Mobile USA, L.P. (“VMU”), a Delaware limited partnership, and International Business Machines Corporation, a New York corporation.
Form of First Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, LLCServices Agreement • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications
This First Amendment (“First Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, LLC (“VMU”) dated (the “PCS Services Agreement”). Capitalized terms not defined in this First Amendment are defined in the PCS Services Agreement.
Sixth Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.Services Agreement • December 23rd, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
This Sixth Amendment (“Sixth Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). Capitalized terms not defined in this Sixth Amendment are defined in the PCS Services Agreement.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VIRGIN MOBILE USA, L.P. Dated as of August 22, 2008Limited Partnership Agreement • August 28th, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Virgin Mobile USA, L.P. (the “Partnership”) is made as of the 22nd day of August, 2008, by and among VMU GP I, LLC, a limited liability company organized under the laws of the State of Delaware, as General Partner (as defined herein) of the Partnership, Bluebottle USA Holdings L.P., a limited partnership formed under the laws of the State of Delaware, as a Limited Partner (as defined herein) of the Partnership, Virgin Mobile USA, Inc., a Delaware corporation, as a Limited Partner of the Partnership (the “Ultimate Parent”), Sprint Ventures, Inc., a Delaware corporation, as a Limited Partner of the Partnership, and the other Limited Partners of the Partnership admitted in accordance with this Agreement.
Seventh Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.Services Agreement • December 23rd, 2008 • Virgin Mobile USA, Inc. • Radiotelephone communications
This Seventh Amendment (“Seventh Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). Capitalized terms not defined in this Seventh Amendment are defined in the PCS Services Agreement.
