Seventh Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.

Exhibit 10.2

Note: Certain portions have been omitted from this Seventh Amendment to the Amended and Restated PCS Services 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.

Seventh Amendment to Amended and Restated PCS Services Agreement

Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.

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.

1.	Schedule 1.0 of the PCS Services Agreement and Exhibit A to Schedule 1.0 are deleted in their entirety and replaced with Schedule 1.0 and Exhibit A to Schedule 1.0 attached to this Seventh Amendment.

2.	Except as specifically provided above, the PCS Services Agreement remains in effect in accordance with its terms.

IN WITNESS HEREOF, the parties have executed this Seventh Amendment as of the dates indicated below.


SPRINT SPECTRUM L.P.		VIRGIN MOBILE USA, L.P. (formerly Virgin Mobile USA, LLC)

By:	/s/ Xxxxx X. Xxxxxxxxx	By:	/s/ Xxxxxx X. Xxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx	Name:	Xxxxxx X. Xxxxxxxx
Title:	President, Wholesale	Title:	Chief Executive Officer
Date:	December 22, 2008	Date:	December 22, 2008


		Sprint PCS / Virgin Mobile USA Confidential Information		1

Schedule 1.0

PCS Service Pricing

1.	Pricing Effective from Fifth Amendment Commencement Date through December 2008

Except as expressly set forth in Section 1.14 below, the rates and charges set forth in Section 1 below only apply to PCS Service and Roaming usage that takes place during the time period commencing with the Fifth Amendment Commencement Date through the end of the final December 2008 xxxx cycle. For clarification purposes, the rates and charges set forth in Section 1 below will also apply to any xxxx cycle that commences during December 2008 even if a portion of the PCS Service and Roaming usage for such xxxx cycle takes place during January 2009.

1.1

Voice PCS Service and Sprint 2G Data Service Rates

For End Users voice PCS Service and Sprint 2G Data Service usage, Sprint PCS will charge VMU (i) the peak per minute rate set forth in the table below for Peak Time Period minutes of use (“MOU”) during each monthly billing cycle, and (ii) the off-peak per minute rate set forth in the table below for Off-Peak Time Period MOU during each monthly billing cycle. The peak and off-peak rates below include any applicable interconnection charges. The peak and off-peak rates DO NOT include Roaming charges, Travel MOU charges, domestic toll charges or international toll charges. VMU will be charged the rates set forth in Sections 1.3 or 1.4 below for Roaming, the rate set forth in Section 1.2 for Travel MOU, the rate set forth in Section 1.5 for domestic toll calls and the rates set forth in Section 1.6 for international toll calls. For the avoidance of doubt, the rates in this Section 1.1 apply to End User voice PCS Service and Sprint 2G Data Service usage on a Sprint PCS Service Provider Affiliate Network for End Users with MIN’s assigned within the home network of such Sprint PCS Service Provider Affiliate.

Voice PCS Service and Sprint 2G Data Service Rates


Peak Per Minute Rate		Off-Peak Per Minute Rate
$*		$*

“Peak Time Period”: * – *, * – *, except national holidays observed by the United States Postal Service.

“Off-Peak Time Period”: * – *, *– *and *– *, and national holidays observed by the United States Postal Service.

1.2

Travel MOU Rate

For End Users Travel MOU, Sprint PCS will charge VMU the per minute rate set forth below based on VMU’s total Travel MOUs during the monthly billing cycle. The Travel MOU rate below includes any applicable interconnection charges. The Travel MOU rate DOES NOT include Roaming charges, domestic toll charges or international toll charges. VMU will be charged the rates set forth in Sections 1.3 or 1.4 below for Roaming, the rate set forth in Section 1.5 for domestic toll calls and the rates set forth in Section 1.6 for international toll calls.

Travel MOU Per Minute Rate


		Sprint PCS / Virgin Mobile USA Confidential Information		2

1.3

Automatic Roaming

For Roaming calls that are completed despite VMU’s instructions that Sprint PCS block Roaming pursuant to Section 9.2.3 of the Agreement, Sprint PCS will charge VMU the rates set forth below. The parties acknowledge that Roaming shall not include Sprint PCS Service Provider Affiliate travel usage.

1.3.1

Domestic Roaming Charges

For automatic Roaming calls End Users make or receive in the United States, Sprint PCS will charge VMU an average pass through domestic Roaming rate of $* per minute plus taxes, if applicable. Each quarter, Sprint PCS will perform an analysis of Sprint PCS’ domestic voice Roaming charges, and if such analysis results in a different average pass through rate, Sprint PCS will update the rate it charges VMU prospectively consistent with such analysis.

1.3.2

Automatic Roaming for Guam, Puerto Rico & US Virgin Islands

For Roaming calls that End Users make or receive in Guam, Puerto Rico or the US Virgin Islands, Sprint PCS will charge VMU an average pass through rate of $* per minute, plus all other applicable charges such as taxes and surcharges. Each quarter, Sprint PCS will perform an analysis of Sprint PCS’ voice Roaming charges for Guam, Puerto Rico and the US Virgin Islands, and if such analysis results in a different average pass through rate, Sprint PCS will update the rate it charges VMU prospectively consistent with such analysis.

1.3.3

Automatic International Roaming for All Countries Except Guam, Puerto Rico and US Virgin Islands

Sprint PCS will charge VMU the average pass through international Roaming rates set forth below. Each quarter, Sprint PCS will perform an analysis of Sprint PCS’ international voice Roaming charges, and if such analysis results in different average pass through rates, Sprint PCS will update the rates it charges VMU prospectively consistent with such analysis.

For international Roaming services in all countries where Sprint PCS provides international Roaming, excluding Guam, Puerto Rico and the US Virgin Islands (each an “International Roaming Country”), Sprint PCS will charge VMU as follows:

(i)

For: (x) calls that originate and terminate within the same International Roaming Country, (y) calls that originate in the International Roaming Country and terminate in the United States, and (z) all incoming calls in International Roaming Countries regardless of their origination point, the applicable average pass through per minute airtime rate for the International Roaming Country where the call originates as set forth below, plus all other applicable charges such as taxes and surcharges; or

(ii)

For calls that originate in an International Roaming Country and terminate in any other International Roaming Country other than the United States, the applicable average pass through per minute airtime rate for the International Roaming Country where the call originates as set forth below, plus applicable international toll charges for the terminating country as set forth in Exhibit A to Schedule 1.0, plus all other applicable charges such as taxes and surcharges.


		Sprint PCS / Virgin Mobile USA Confidential Information		3

International Roaming Airtime Average Pass Through Per Minute Rates


Country		Roaming Rates Per Minute
Canada		$*
Mexico		$*
All other countries (except Guam, Puerto Rico & US Virgin Islands)		$*

1.4

Manual Roaming Charges

For manual Roaming in areas where Sprint PCS does not provide Roaming, Roaming charges are billed directly to the End User credit or calling card by the serving carrier at carrier-defined rates.

1.5

Interstate and Intrastate (Domestic) Toll Charge

For interstate and intrastate long distance services (domestic toll charges for terminating service beyond the applicable local exchange provider local calling area) provided to End Users, Sprint PCS will charge VMU the following rate:

Interstate and Intrastate Toll Per Minute Rate


		$*

1.6

Unbilled Local Toll

Since Sprint PCS’ billing system does not rate and xxxx certain toll usage (“unbilled local toll”), for each monthly xxxx cycle, Sprint PCS will invoice VMU for unbilled local toll as follows: total interstate and intrastate toll charges for a monthly xxxx cycle X *% = unbilled local toll. By way of example, if VMU’s total interstate and intrastate toll charges for a monthly xxxx cycle are $*, Sprint PCS will invoice VMU for $* for unbilled local toll.

1.7

International Toll Charges

1.7.1

International Toll Services Provided by Sprint PCS

For international toll voice PCS Service that Sprint PCS provides to End Users, Sprint PCS will charge VMU the international per minute base rates set forth in Exhibit A to Schedule 1.0. Sprint PCS may modify the rates in Exhibit A from time to time, but will provide advance notice prior to any rate increase.

1.7.2

Call Network Routing

In the event that VMU wishes to route international traffic to a switch designated by VMU (CNR):

(i)

VMU will notify Sprint PCS and follow the Work Order process, and Sprint PCS will reasonably assist VMU in facilitating a routing solution in accordance with such Work Order process.

(ii)

VMU will be responsible for all development and interconnection costs associated with routing such calls to the designated switch.


		Sprint PCS / Virgin Mobile USA Confidential Information		4

(iii)

For international calls that are routed to a switch designated by VMU, Sprint PCS will not charge VMU the international rates in Exhibit A to Schedule 1.0, but the domestic voice PCS Service rates listed in Section 1.1, above plus $* per minute will apply for the domestic portion of all international terminating calls, and where applicable, the Travel MOU rate listed in Section 1.2 above and the domestic toll charge listed in Section 1.5 above will also apply.

(iv)

All “011” destined calls will be routed to a switch designated by VMU, subject to all applicable terms and conditions in this Section 1.7.2.

(v)

Following are North American Dialing Plan (“NADP”) countries and applicable NPA/NXX designations for which calls to such NADP countries will be routed to a switch designated by VMU:

•

American Somoa (684)

•

Anguilla (264)

•

Antigua and Barbuda (268)

•

Bahamas (242)

•

Barbados (246)

•

Bermuda (441)

•

British Virgin Islands (284)

•

Canada:

204 - Manitoba

000 - Xxxxxxx

000 - Xxxxxxx Xxxxxxxx

000 - Xxxxxxx

306 - Saskatchewan

403 - Alberta

000 - Xxxxxx

000 - Xxxxxxx

000 - Xxxxxx

000 - Xxx Xxxxxxxxx

000 - Xxxxxx

519 - Ontario

000 - Xxxxxx

000 - Xxxxxxx

000 - Xxxxxxx Xxxxxxxx

000 - Xxxxxxx

000 - Xxxxxxxxxxxx

000 - Xxxxxxx Xxxxxxxx

000 - Xxxxxxx

000 - Xxxxxx

000 - Xxxxx & XX Xxxxxxxxxxx

000 - Xxxx Xxxxxx

905 - Ontario


		Sprint PCS / Virgin Mobile USA Confidential Information		5

•

Cayman Islands (345)

•

Dominica (767)

•

Dominican Republic (809)

•

Dominican Republic (829)

•

Grenada (473)

•

Jamaica (876)

•

Montserrat (664)

•

St. Kitts and Nevis (869)

•

St. Lucia (758)

•

St. Xxxxxxx and the Grenadines (784)

•

Trinidad and Tobago (868)

•

Turks and Caicos Islands (649)

(vi)

Following are NADP countries and applicable NPA/NXX designations for which calls to such countries will NOT be routed to a switch designated by VMU since Sprint PCS considers calls to such countries domestic calls, and Sprint PCS will charge VMU the domestic voice PCS Service rates listed in Section 1.1 above plus $* per minute for calls to such NADP countries, and where applicable, the Travel MOU rate listed in Section 1.2 above and the domestic toll charge listed in Section 1.5 above will also apply:

•

Virgin Islands (340)

•

Commonwealth of Northern Marianas Islands – Saipan, Tinian and Rota (670)

•

Guam (671)

•

Puerto Rico (787 & 939)

1.8

Short Message Service (SMS)

Sprint PCS will charge VMU the per SMS rate set forth below for VMU’s total number of mobile terminated SMS and mobile originated SMS messages during the monthly billing cycle. Sprint PCS may modify the SMS rate below from time to time with respect to those SMS messages sent and received outside of the United States, but will provide advance notice, if possible, prior to any rate increase.

Per SMS Rate

1.9

Sprint 3G Data Transport Service

Sprint PCS will charge VMU the per megabyte (“MB”) rate set forth below for VMU’s total number of Sprint 3G Data Transport Service MB usage during each monthly billing cycle. For reference purposes, the per kilobyte (“KB”) rate is also shown below. The rates below include any applicable interconnection charges. The rates below DO NOT include Travel 3G Data Transport charges. VMU will be charged the rate set forth in Section 1.10 below for Travel 3G Data Transport. The Sprint 3G Data Transport Service rates below are for data transport only and do not include access to individual Sprint-provided 3G data services.


		Sprint PCS / Virgin Mobile USA Confidential Information		6

Sprint 3G Data Transport Service Rates


Per MB Rate		Per KB Rate
$*		$*

1.10

Travel 3G Data Transport

Sprint PCS will charge VMU the per megabyte (“MB”) rate set forth below for VMU’s total number of Travel 3G Data Transport MB usage during each monthly billing cycle. For reference purposes, the per kilobyte (“KB”) rate is also shown below. The rates below include any applicable interconnection charges. The Travel 3G Data Transport rates below are for data transport only and do not include access to individual Sprint-provided 3G data services.

Travel 3G Data Transport Rates


Per MB Rate		Per KB Rate
$*		$*

1.11

Control-Plane Location Look-Up Charges

Sprint PCS will determine the monthly Control-Plane Location Look-Up charges by multiplying the total number of Control -Plane Location Look-Ups for the just-completed xxxx cycle by the applicable volume based “Rate Per Control -Plane Location Look-Up” from the table below. For avoidance of doubt, Sprint PCS will charge VMU for each Control-Plane Location Look-Up attempt whether or not the location information is ultimately returned to the Control-Plane Requesting Device. Since Control -Plane Location Look-Up charges are manually calculated and added to VMU’s monthly invoice, the xxxx cycle time period for Control -Plane Location Look-Up charges included on a monthly invoice will not be the same as the time period for systematically-billed charges included on such invoice.


Control-Plane Location Look- Ups per Monthly Xxxx Cycle		Rate per Control-Plane Location Look-Up
* - *		$*
* - *		$*
* - *		$*
* and above		$*

1.12

User-Plane Location Services

1.12.1

User-Plane Location Application Certification Fee: *

1.12.2

User-Plane Location Look-Up Charges:

Sprint PCS will determine the monthly User-Plane Location Look-Up charges by multiplying the total number of User-Plane Location Look-Ups for the just-completed xxxx cycle by the applicable volume based “Rate Per User-Plane Location Look-Up” from the table below. For avoidance of doubt, Sprint PCS will charge VMU for each User-Plane Location Look-Up attempt whether or not the location information is ultimately returned to the User-Plane Location Handset. Since User-Plane Location Look-Up charges are manually calculated and added to VMU’s monthly invoice, the xxxx cycle time period for User-Plane Location Look-Up charges included on a monthly invoice will not be the same as the time period for systematically-billed charges included on such invoice.


		Sprint PCS / Virgin Mobile USA Confidential Information		7


User-Plane Location Look- Ups per Monthly Xxxx Cycle		Rate per User-Plane Location Look-Up
* - *		$*
* - *		$*
* - *		$*
* and above		$*

1.13

Other Charges:

1.13.1

Call Forwarding: Sprint PCS will charge VMU standard airtime rates, plus applicable toll charges.

1.13.2

Operator Services: Sprint PCS will charge VMU its standard retail rates and charges for operator services.

1.13.3

Directory Assistance: Sprint PCS will charge VMU $* per call, plus all other applicable charges including airtime

charges, for directory assistance services.

1.13.4

911 and E911: Standard airtime and toll rates

1.13.5

Non-standard reports: As quoted

1.13.6

Handset Certification: As quoted

1.14

New End User Credits

Subject to the conditions set forth below in this Section 1.14, VMU is eligible to receive “New End User Credits” equal to $2.50 for: (i) each new End User that VMU activates under the Agreement (pursuant to Sprint PCS’ reporting systems) from the first day of the first calendar month following the effective date of the Acquisition Agreement through December 31, 2009 (“Eligibility Period”), and (ii) each new end user customer that Helio activates under the Helio Agreement from the first day of the first calendar month following the effective date of the Acquisition Agreement through the Acquisition Closing Date. Notwithstanding the foregoing, in no event shall the total amount of New End User Credits exceed $10,000,000.

During the time period between the effective date of the Acquisition Agreement up to and including the Acquisition Closing Date (“Interim Period”) all New End User Credits will be accrued and held by Sprint PCS. If (i) VMU is not past due on any undisputed amounts (in accordance with Section 7.6 of the PCS Services Agreement) owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order) no later than forty-five (45) days following the Acquisition Closing Date, and (ii) Helio is not past due on any undisputed amounts owed Sprint PCS under Helio’s wholesale services agreement with Sprint PCS as of the Acquisition Closing Date, the total of the New End User Credits accrued by Sprint PCS during the Interim Period will be issued to VMU’s next available invoice following the date conditions (i) and (ii) are met. If conditions (i) and (ii) in the


		Sprint PCS / Virgin Mobile USA Confidential Information		8

immediately preceding sentence are not met, VMU will not be eligible to receive the New End User Credits accrued by Sprint PCS during the Interim Period. For avoidance of doubt, if VMU is not eligible to receive New End User Credits accrued during the Interim Period, such New End User Credits will not be included in the $10,000,000 cap described in Section 1.14(A) above. Disputes regarding this Section1.14(B) are to be handled in accordance with standard dispute resolution procedures contained in Section 17 of the PCS Services Agreement.

Following the Interim Period and during the remainder of the Eligibility Period, Sprint will calculate New End User Credits at the end of each xxxx cycle for new End Users activated during the just-completed xxxx cycle (except for new End Users activated during the Interim Period), and no later than five (5) days following the Due Date for such xxxx cycle, if VMU is not past due on any undisputed amounts owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order), VMU is eligible to receive the New End User Credits calculated by Sprint at the end of such xxxx cycle. If VMU is eligible to receive New End User Credits as described in the immediately preceding sentence, Sprint PCS will apply such New End User Credits to VMU’s next available invoice that corresponds with such xxxx cycle (e.g., xxxx cycle 1 or xxxx cycle 19). If VMU is not eligible to receive any New End User Credits as described herein, such credits will not be included in the $10,000,000 cap described in Section 1.14(A) above.

1.15

2008 Minimum Annual Commitment

The following definitions only apply to Section 1.15:

“2008 Actual Revenue” means the total of all amounts invoiced to VMU under the PCS Services Agreement on an Invoice for each of VMU’s 2008 xxxx cycles for 2008 Service Usage including credits or debits related to disputed charges or billing errors for 2008 Service Usage that are typically included on the “True-Up Statement” VMU receives as part of the supporting documentation for each invoice, which does not include the Additional Amounts, and does not include New End User Credits, if any, issued for each new End User that activates during calendar year 2008, as described in Section 1.14 above or 4Q New End User Credits, if any, issued for each new End User that activates during the 4Q Eligibility Period, as described in Section 1.16 below. For clarification purposes, 2008 Actual Revenue will include invoices for any xxxx cycle that commences after January 1, 2008 and will include invoices for any xxxx cycle that commences during December 2008 even if such xxxx cycle ends in January 2009 (e.g., a January 19, 2009 invoice for a December 19, 2008 through January 18, 2009 xxxx cycle will be counted towards 2008 Actual Revenue). For the 2008 calendar year only, 2008 Actual Revenue will also include the Helio Revenue;

“2008 Service Usage” means (i) prior to the Fifth Amendment Commencement Date: (a) voice and data usage for airtime services billed in minutes of use as described in Schedule 1.0 (including toll, unbilled local toll, Roaming, Roaming toll and travel MOUs), (b) directory assistance and operator services billed to VMU as described in Schedule 1.0, (c) SMS usage billed by number of messages as described in Schedule 1.1, (d) 3G Data Transport service billed by number of MB usage as described in Schedule 1.2, and (e) ADC codes, if applicable, as described in Section 2.14 of the PCS Services Agreement; and (ii) commencing on the Fifth Amendment Commencement Date: (x) usage for all services listed in Schedule 1.0 (as amended from time to time) and (y) ADC codes, if applicable, as described in Section 2.14 of the PCS Services Agreement.


		Sprint PCS / Virgin Mobile USA Confidential Information		9

“Additional Amounts” means (i) amounts invoiced to VMU for any Customized Service, (ii) royalty payment amounts, (iii) Late Payment Fees, (iv) any unique amounts invoiced to VMU for which pricing is not described in Schedule 1.0, or (v) any credits (other than New End User Credits and 4Q New End User Credits) invoiced to VMU that are not directly related to disputed charges or billing errors for Voice/SMS/Data Usage;

“Helio Revenue” means amounts from “Helio’s applicable invoices,” (described below) for “Ancillary Charges”, “Current Activity Charges”, “Adjustments” (where applicable), and any other charges for services included on such invoices that have not been previously applied to Helio’s account, which does not include interest on amounts not paid by Helio to Sprint PCS by the applicable due date set forth in the Helio Agreement, and “Customized Service Charges” (as defined in the Helio Agreement) invoiced to Helio; provided that for purposes of this definition, “Helio’s applicable invoices” means invoices generated to Helio under the Helio Agreement for usage commencing June 19, 2008 until the Acquisition Closing Date;

“Invoice” means the applicable monthly electronic invoice following the just-completed monthly xxxx cycle, for “Ancillary Charges”, “Current Activity Charges”, “Adjustments” (where applicable), identified as such on the Invoice, and any other charges for services included on such electronic invoice that have not been previously applied to VMU’s account, and including credits or debits that are included on the True-Up Statement in the ordinary course of business consistent with past practice between VMU and Sprint PCS;

“Late Payment Fees” means interest on amounts not paid to Sprint PCS by the applicable Due Date as described in Section 7.5 of the PCS Services Agreement; and

“Remaining 2008 Usage Months” means the seven (7) consecutive Usage Months commencing with June 2008; and

“Usage Month” means the xxxx cycles that commence on the 1^st and 19^th days of the same calendar month.

For the June 2008 through December 2008 Usage Months, in lieu of VMU paying the Actual Revenue portion of each Invoice generated during such Usage Months (it being understood that there are two invoice cycles), VMU will pay to Sprint PCS “Monthly Owed Revenue” equal to: (A) the greater of (i) the Actual Revenue portion of such Invoice, or (ii) an amount equal to “x” percentage of the amount in the “Required Revenue” column in the table set forth below for the applicable Usage Month, where “x” is *% for invoices dated the 1^st day of a calendar month, and “x” is *% for invoices dated the 19^th day of a calendar month, minus (B) applicable New End User Credits, if any, minus (C) applicable 4Q New End User Credits, if any. For example, if the August 2008 / 1^st day cycle Invoice shows an Actual Revenue portion of $*, VMU would be required to pay, with respect to such Invoice, $* [*% of $*], minus any applicable New End User Credits. For any Invoice in a Usage Month in which the applicable 2008 Actual Revenue amount associated with such Invoice is greater than the applicable portion of the 2008 Required Revenue amount for such Usage Month (using the *%/*% calculation immediately above), the 2008 Required


		Sprint PCS / Virgin Mobile USA Confidential Information		10

Revenue amount for the corresponding Invoice cycle during the succeeding Usage Month will be temporarily reduced by the difference (prior to subtracting any applicable New End User Credits and 4Q New End User Credits), solely for the purpose of determining what Purchaser’s Monthly Owed Revenue amount will be for such corresponding Invoice for the immediately succeeding Usage Month. By way of example (continuing from above), if Purchaser’s August 2008 / 1^st day cycle Invoice shows an Actual Revenue portion of $*, VMU will be required to pay, with respect to such Invoice, $*minus any applicable New End User Credits, and the amount in excess of the applicable portion of Required Revenue for such period [$* which is $* – (*% of $*)] would be used to temporarily reduce the applicable Required Revenue for the September 2008 / 1^st day cycle Invoice . In this example, the September 2008 / 1^st day cycle Invoice Required Revenue, before reduction due to any applicable New End User Credits, would be temporarily reduced to $* [(*% of $*) less $*]. In no event will the annual 2008 Required Revenue amount of $318,000,000 be reduced by any temporary reductions in 2008 Required Revenue amounts for individual Usage Months. For the avoidance of doubt, the 2008 Required Revenue for each Usage Month will be reduced by applicable New End User Credits, if any, and applicable 4Q New End User Credits, if any, which will reduce the Annual 2008 Required Revenue amount of $318,000,000 by the same amount. In addition, VMU will also pay Sprint PCS any Additional Amounts invoiced to VMU during each Usage Month. Also shown in the table below are Required Revenue amounts for the January through May 2008 Usage Months, which equal the 2008 Actual Revenue amounts for the Invoices generated for 2008 Service Usage during the January through May 2008 Usage Months.

2008 Required Revenue Table


Usage Month		2008 Required Revenue
January		$*
February		$*
March		$*
April		$*
May		$*
June		$*
July		$*
August		$*
September		$*
October		$*
November		$*
December		$*
Annual 2008 Required Revenue		$318,000,000

1.16

4Q New End User Credits

Subject to the conditions set forth below in this Section 1.16, VMU is eligible to receive “4Q New End User Credits” equal to an additional $2.00 for each new End User that VMU activates under the Agreement (pursuant to Sprint PCS’ reporting


		Sprint PCS / Virgin Mobile USA Confidential Information		11

systems) from October 1, 2008 through December 31, 0000 (“0X Eligibility Period”). For the avoidance of doubt, VMU is eligible to receive both New End User Credits and 4Q New End User Credits for each new End User that VMU activates under the Agreement (pursuant to Sprint PCS’ reporting systems) from October 1, 2008 through December 31, 2008.

Sprint will calculate 4Q New End User Credits at the end of each calendar month for new End Users activated during the just-completed calendar month in the 4Q Eligibility Period, and no later than five (5) days following the Due Date for such calendar month, if VMU is not past due on any undisputed amounts owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order), VMU is eligible to receive the 4Q New End User Credits calculated by Sprint at the end of such calendar month. If VMU is eligible to receive 4Q New End User Credits as described in the immediately preceding sentence, Sprint PCS will apply such 4Q New End User Credits to VMU’s next available invoice for xxxx cycle 1. For the avoidance of doubt, the 4Q New End User Credits are in addition to the New End User Credits described in Xxxxxxx 0.00, xxx xxx 0X Xxx Xxx User Credits do not apply to, and are not subject to, the $10,000,000 cap contained in Section 1.14.

2.	Pricing Effective for 2009 and 2010

The rates and charges that Sprint PCS will charge VMU for PCS Service and Roaming for 2009 and 2010 are set forth in Section 2 below. The rates and terms listed in this Section 2 may be modified only by mutual written agreement of the parties, and the parties agree to conduct any negotiation of this Section 2 in a commercially reasonable manner, and until such mutual written agreement of the parties to modify the rates or terms, the rates and terms in this Section 2 apply. For the avoidance of doubt, beginning with calendar year 2009 and going forward for the remainder of the PCS Services Agreement, unless otherwise negotiated by the parties, there will not be a minimum annual commitment for any given year.

2.1

2009 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Pricing

Voice PCS Service and Sprint 2G Data Service Rates

For End Users voice PCS Service and Sprint 2G Data Service usage, Sprint PCS will charge VMU (i) the peak per minute rate set forth in the table below for Peak Time Period MOU during each monthly billing cycle, and (ii) the off-peak per minute rate set forth in the table below for Off-Peak Time Period MOU during each monthly billing cycle. The peak and off-peak rates below include domestic toll charges, Travel MOU charges and any applicable interconnection charges. The peak and off-peak rates DO NOT include Roaming charges or international toll charges. VMU will be charged the rates set forth in Sections 2.3 or 2.4 below for Roaming and the rates set forth in Section 2.5 for international toll calls.

SMS Rates

Sprint PCS will charge VMU the per SMS rate set forth in the table below for VMU’s total number of mobile terminated SMS and mobile originated SMS messages during the monthly billing cycle. Sprint PCS may modify the SMS rate below from time to time with respect to those SMS messages sent and received outside of the United States, but will provide advance notice if possible prior to any rate increase.


		Sprint PCS / Virgin Mobile USA Confidential Information		12

Sprint 3G Data Transport Service

Sprint PCS will charge VMU the per MB rate set forth in the table below for VMU’s total number of Sprint 3G Data Transport Service MB usage during each monthly billing cycle. For reference purposes, the per kilobyte (“KB”) rate is also shown below. The per MB rate below includes any applicable interconnection charges and Travel 3G Data Transport charges. The Sprint 3G Data Transport Service rate in the table below is for data transport only and does not include access to individual Sprint-provided 3G data services.

2009 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Table

Peak Per

Minute Rate

Off-Peak Per

Minute Rate

Per SMS Rate

Per MB

Rate

Per KB

Rate

Voice PCS Service and Sprint 2G Data Service Peak and Off-Peak Time Periods

“Peak Time Period”: * – *, * – *, except

national holidays observed by the United States Postal Service.

“Off-Peak Time Period”: * – *, * – * and * – * , and national holidays observed by the United States Postal Service.

2.2

2010 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Pricing

At the end of calendar year 2009, Sprint PCS will calculate the 2009 Actual Revenue (defined in Section 2.2(D) below). VMU’s voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service rates for all xxxx cycles that commence during the 2010 calendar year will be based on the 2009 Actual Revenue tier that VMU achieves as described below in this Section 2.2. For avoidance of doubt, VMU may not purchase additional minutes of voice PCS Service, SMS messages or MB of Sprint 3G Data Transport Service to qualify VMU to achieve a higher tier than the tier Purchaser actually achieves for 2009 Actual Revenue.

Voice PCS Service and Sprint 2G Data Service Rates

For End Users voice PCS Service and Sprint 2G Data Service usage, Sprint PCS will charge VMU (i) the applicable peak per minute rate set forth in the table below for Peak Time Period MOU during each monthly billing cycle, and (ii) the applicable off-peak per minute rate set forth in the table below for Off-Peak Time Period MOU during each monthly billing cycle. The peak and off-peak rates below include domestic toll charges, Travel MOU charges and any applicable interconnection charges. The peak and off-peak rates DO NOT include Roaming charges or international toll charges. VMU will be charged the rates set forth in Sections 2.3 or 2.4 below for Roaming and the rates set forth in Section 2.5 for international toll calls.

SMS Rates

Sprint PCS will charge VMU the applicable per SMS rate set forth in the table below for VMU’s total number of mobile terminated SMS and mobile originated SMS messages during the monthly billing cycle. Sprint PCS may modify the SMS rate below from time to time with respect to those SMS messages sent and received outside of the United States, but will provide advance notice if possible prior to any rate increase.


		Sprint PCS / Virgin Mobile USA Confidential Information		13

Sprint 3G Data Transport Service

Sprint PCS will charge VMU the applicable per MB rate set forth in the table below for VMU’s total number of Sprint 3G Data Transport Service MB usage during each monthly billing cycle. For reference purposes, the per KB rates are also shown below. The per MB rates below include any applicable interconnection charges and Travel 3G Data Transport charges. The Sprint 3G Data Transport Service rates in the table below are for data transport only and do not include access to individual Sprint-provided 3G data services.

2010 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Table


2009 Actual Revenue	Peak Per Minute Rate	Off-Peak Per Minute Rate	Per SMS Rate	Per MB Rate	Per KB Rate
* - $*	$*	$*	$*	$*	$*
$* - $*	$*	$*	$*	$*	$*
$* - $*	$*	$*	$*	$*	$*
$* - $*	$*	$*	$*	$*	$*
$* and above¹	$*	$*	$*	$*	$*

¹	If VMU achieves 2009 Actual Revenue of $* or above, VMU will also receive a $* credit on the February 1, 2010 invoice.

Voice PCS Service and Sprint 2G Data Service Peak and Off-Peak Time Periods

“Peak Time Period”: * – *, * – *, except national holidays observed by the United States Postal Service.

“Off-Peak Time Period”: * – *, * – * and * – *, and national holidays observed by the United States Postal Service.

The following definitions only apply to Section 2.2:

“2009 Actual Revenue” means the total of all amounts invoiced to VMU under the PCS Services Agreement on an Invoice for each of VMU’s 2009 xxxx cycles for 2009 Service Usage including credits or debits related to disputed charges or billing errors for 2009 Service Usage (defined below) that are typically included on the “True-Up Statement” VMU receives as part of the supporting documentation for each invoice, which does not include the 2009 Additional Amounts (defined below), and does not include New End User Credits, if any, issued for each new End User that activates during calendar year 2009, as described in Section 1.14 above, but does include royalty payment amounts made pursuant to the Amended and Restated Trademark License Agreement between VMU and Sprint Communications Company, L.P. For clarification purposes, 2009 Actual Revenue will include invoices for any xxxx cycle that commences after January 19, 2009 and will include invoices for any xxxx cycle that commences during December 2009 even if such xxxx cycle ends in January 2010 (e.g., a January 19, 2010 invoice for a December 19, 2009 through January 18, 2010 xxxx cycle will be counted towards 2009 Actual Revenue).

“2009 Service Usage” means: (i) usage for all services listed in Sections 2.1, 2.3, 2.4, 2.5, 2.6, 2.7 and 2.8 of Schedule 1.0, and (ii) ADC codes, if applicable, as described in Section 2.14 of the PCS Services Agreement.


		Sprint PCS / Virgin Mobile USA Confidential Information		14

“2009 Additional Amounts” means (i) amounts invoiced to VMU for any Customized Service, (ii) Late Payment Fees, (iii) any unique amounts invoiced to VMU for which pricing is not described in Schedule 1.0, or (iv) any credits (other than New End User Credits) invoiced to VMU that are not directly related to disputed charges or billing errors for Voice/SMS/Data Usage.

2.3

Automatic Roaming

Domestic Roaming Charges

Automatic Roaming for Guam, Puerto Rico & US Virgin Islands

Automatic International Roaming for All Countries Except Guam, Puerto Rico and US Virgin Islands

(i)


		Sprint PCS / Virgin Mobile USA Confidential Information		15

(ii)

International Roaming Airtime Average Pass Through Per Minute Rates


Country		Roaming Rates Per Minute
Canada		$*
Mexico		$*
All other countries (except Guam, Puerto Rico & US Virgin Islands)		$*

2.4

Manual Roaming Charges

For manual Roaming in areas where Sprint PCS does not provide Roaming, Roaming charges are billed directly to the End User credit or calling card by the serving carrier at carrier-defined rates.

2.5

International Toll Charges

International Toll Services Provided by Sprint PCS

Call Network Routing

In the event that VMU wishes to route international traffic to a switch designated by VMU (CNR):

(i)

VMU will notify Sprint PCS and follow the Work Order process, and Sprint PCS will reasonably assist VMU in facilitating a routing solution in accordance with such Work Order process.

(ii)

VMU will be responsible for all development and interconnection costs associated with routing such calls to the designated switch.

(iii)

(iv)

All “011” destined calls will be routed to a switch designated by VMU, subject to all applicable terms and conditions in this Section 2.4(B).

(v)

Following are North American Dialing Plan (“NADP”) countries and applicable NPA/NXX designations for which calls to such NADP countries will be routed to a switch designated by VMU:

•

American Somoa (684)


		Sprint PCS / Virgin Mobile USA Confidential Information		16

•

Anguilla (264)

•

Antigua and Barbuda (268)

•

Bahamas (242)

•

Barbados (246)

•

Bermuda (441)

•

British Virgin Islands (284)

•

Canada:

204 - Manitoba

000 - Xxxxxxx

000 - Xxxxxxx Xxxxxxxx

000 - Xxxxxxx

306 - Saskatchewan

403 - Alberta

000 - Xxxxxx

000 - Xxxxxxx

000 - Xxxxxx

000 - Xxx Xxxxxxxxx

000 - Xxxxxx

519 - Ontario

000 - Xxxxxx

000 - Xxxxxxx

000 - Xxxxxxx Xxxxxxxx

000 - Xxxxxxx

000 - Xxxxxxxxxxxx

000 - Xxxxxxx Xxxxxxxx

000 - Xxxxxxx

000 - Xxxxxx

000 - Xxxxx & XX Xxxxxxxxxxx

000 - Xxxx Xxxxxx

905 - Ontario

•

Cayman Islands (345)

•

Dominica (767)

•

Dominican Republic (809)

•

Dominican Republic (829)

•

Grenada (473)

•

Jamaica (876)

•

Montserrat (664)

•

St. Kitts and Nevis (869)

•

St. Lucia (758)

•

St. Xxxxxxx and the Grenadines (784)

•

Trinidad and Tobago (868)

•

Turks and Caicos Islands (649)


		Sprint PCS / Virgin Mobile USA Confidential Information		17

(vi)

Following are NADP countries and applicable NPA/NXX designations for which calls to such countries will NOT be routed to a switch designated by VMU since Sprint PCS considers calls to such countries domestic calls, and Sprint PCS will charge VMU the domestic voice PCS Service rates listed in Section 2.1 above plus $* per minute for calls to such NADP countries:

•

Virgin Islands (340)

•

Commonwealth of Northern Marianas Islands – Saipan, Tinian and Rota (670)

•

Guam (671)

•

Puerto Rico (787 & 939)

2.6

Control-Plane Location Look-Up Charges


Control-Plane Location Look- Ups per Monthly Xxxx Cycle		Rate per Control-Plane Location Look-Up
* - *		$*
* - *		$*
* - *		$*
* and above		$*

2.7

User-Plane Location Services

User-Plane Location Application Certification Fee: *

User-Plane Location Look-Up Charges:


User-Plane Location Look- Ups per Monthly Xxxx Cycle		Rate per User-Plane Location Look-Up
* - *		$*
* - *		$*
* - *		$*
* and above		$*


		Sprint PCS / Virgin Mobile USA Confidential Information		18

2.8

Other Charges:

Call Forwarding: Sprint PCS will charge VMU standard airtime rates, plus applicable toll charges.

Operator Services: Sprint PCS will charge VMU its standard retail rates and charges for operator services.

Directory Assistance: Sprint PCS will charge VMU $* per call, plus all other applicable charges including airtime charges, for directory assistance services.

911 and E911: Standard airtime and toll rates

Non-standard reports: As quoted

Handset Certification: As quoted

2.9

New End User Credits

The terms and conditions set forth in Section 1.14 above will also apply for calendar year 2009.

2.10

Pricing Adjustments

In the event that Sprint PCS enters into a wireless service agreement:

To sell PCS Services (not including services used for product or service testing or demonstration purposes and not including international toll calls, Roaming, directory assistance, operator services and Customized Services) to a Direct Strategic Competitor of VMU, other than Sprint PCS;

The material terms of which are substantially similar to those applicable to VMU under this Services Agreement, (with respect to such things as sales volume, territory, and scope of product and service offering applicable to VMU at the time Sprint PCS enters into such agreement with the third party);

Sprint PCS and its Affiliates own less that 37.5% of such third party; and

The agreement commits Sprint PCS to sell to third party wireless voice and/or data services (other than services that would be Customized Services under this Agreement) at a lower price (in the aggregate) than Sprint PCS sells such services to VMU under this Services Agreement (in the aggregate);

VMU may request and Sprint PCS will, on a prospective basis, make such PCS Services available to VMU at the same price and under the same terms and conditions (in addition to the terms and conditions of the Services Agreement) in lieu of prices in this Schedule 1.0.

•

Nothing contained in this provision will relieve VMU from charges for Customized Service Costs, Implementation Costs or any other charges applicable under this Services Agreement.


		Sprint PCS / Virgin Mobile USA Confidential Information		19

•

If Sprint PCS enters into such agreement, it will notify VMU of the existence and relevant terms of such agreement within a commercially reasonable period of time.

•

Other cost and pricing terms are specifically set forth in the Agreement.

3.	Pricing Effective for 2011 and thereafter

The rates and charges that Sprint PCS will charge VMU for PCS Service and Roaming for 2011 and thereafter will be mutually agreed to by the Parties and added to Schedule 1.0 prior to 2011. If the parties are unable to come to an agreement on such rates and charges for 2011 and thereafter prior to January 1, 2011, then the rates and charges listed above for 2010 (as calculated under Section 2.2 for 2010 based on 2009 Actual Revenue) will apply for 2011 and thereafter until expiration or earlier termination of the Agreement.


		Sprint PCS / Virgin Mobile USA Confidential Information		20

Exhibit A to Schedule 1.0

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
Afghanistan	93	$*	$*
Albania	355	$*	$*
Algeria	213	$*	$*
American Samoa	+1-684*	$*	$*
Andorra	376	$*	$*
Angola	244	$*	$*
Anguilla	+1-264*	$*	$*
Antigua & Barbuda	+1-268*	$*	$*
Argentina	54	$*	$*
Armenia	374	$*	$*
Aruba	297	$*	$*
Ascension Island	247	$*	$*
Australia - all calls except to Satellite	61	$*	$*
Australia - all calls to Satellite	611	$*	$*
Australian External Territories	672	$*	$*
Austria	43	$*	$*
Azerbaijan	994	$*	$*
Bahamas	+1-242*	$*	$*
Bahrain	973	$*	$*
Bangladesh	880	$*	$*
Barbados	+1-246*	$*	$*
Belarus	375	$*	$*
Belgium	32	$*	$*
Belize	501	$*	$*
Benin	229	$*	$*
Bermuda	+1-441*	$*	$*
Bhutan	975	$*	$*
Bolivia	591	$*	$*
Bosnia & Herzegovina	387	$*	$*
Botswana	267	$*	$*
Brazil	55	$*	$*
British Virgin Islands	673	$*	$*
Brunei	359	$*	$*
Bulgaria	226	$*	$*
Burkina Faso	257	$*	$*
Burundi	+1-284*	$*	$*
Cambodia	855	$*	$*


		Sprint PCS / Virgin Mobile USA Confidential Information		21

Exhibit A to Schedule 1.0 (continued)

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
Cameroon	237	$*	$*
Canada	+1*	$*	$*
Cape Verde Islands	238	$*	$*
Cayman Islands	+1-345*	$*	$*
Central African Republic	236	$*	$*
Xxxx Republic	235	$*	$*
Chile	56	$*	$*
China	86	$*	$*
Colombia	57	$*	$*
Comoros	269	$*	$*
Congo	242	$*	$*
Congo Dem Rep. (Zaire)	243	$*	$*
Xxxx Islands	682	$*	$*
Costa Rica	506	$*	$*
Croatia	385	$*	$*
Cuba	53	$*	$*
Cyprus	357	$*	$*
Czech Republic	420	$*	$*
Denmark	45	$*	$*
Xxxxx Xxxxxx	246	$*	$*
Djibouti	253	$*	$*
Dominica	+1-767*	$*	$*
Dominican Republic	+1-809* and +1-829*	$*	$*
Xxxx Xxxxx	000	$*	$*
Ecuador	593	$*	$*
Egypt	20	$*	$*
El Salvador	503	$*	$*
Equatorial Guinea	240	$*	$*
Eritrea	291	$*	$*
Estonia	372	$*	$*
Ethiopia	251	$*	$*
Falkland Islands	500	$*	$*
Faroe Islands	298	$*	$*
Fiji Islands	679	$*	$*
Finland	358	$*	$*
France	33	$*	$*
French Guiana	594	$*	$*


		Sprint PCS / Virgin Mobile USA Confidential Information		22

Exhibit A to Schedule 1.0 (continued)

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
French Polynesia	689	$*	$*
Gabon	241	$*	$*
Gambia	220	$*	$*
Georgia	995	$*	$*
Germany	49	$*	$*
Ghana	233	$*	$*
Gibraltar	350	$*	$*
Global Mobile Satellite System (GMSS) - Ellipso-3	8813	$*	$*
Global Mobile Satellite System (GMSS) - Iridium-6	8816	$*	$*
Global Mobile Satellite System (GMSS) - Iridium-7	8817	$*	$*
Global Mobile Satellite System (GMSS) - Globalstar-8	8818	$*	$*
Global Mobile Satellite System (GMSS) - Globalstar-9	8819	$*	$*
Greece	30	$*	$*
Greenland	299	$*	$*
Grenada	+1-473*	$*	$*
Guadeloupe	590	$*	$*
Xxxxxxxxxx Xxx	0000	$*	$*
Guatemala	502	$*	$*
Guinea	224	$*	$*
Guinea-Bissau	245	$*	$*
Guyana	592	$*	$*
Haiti	509	$*	$*
Honduras	504	$*	$*
Hong Kong	852	$*	$*
Hungary	36	$*	$*
Iceland	354	$*	$*
India	91	$*	$*
Indonesia	62	$*	$*
Inmarsat SNAC (Satellite-Based Networks)	870	$*	$*
Inmarsat - Ocean Atlantic East	871	$*	$*
Inmarsat - Ocean Atlantic West	874	$*	$*
Inmarsat - Ocean Indian	873	$*	$*
Inmarsat - Xxxxx Xxxxxxx	872	$*	$*
International Networks - Thuraya Rmss Network	88216	$*	$*
International Networks - Emsat	88213	$*	$*
International Networks - MCP	88232	$*	$*
International Networks - Global Networks Antartica	88234	$*	$*
International Networks - Telenor	88299	$*	$*


		Sprint PCS / Virgin Mobile USA Confidential Information		23

Exhibit A to Schedule 1.0 (continued)

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
Iran	98	$*	$*
Iraq	964	$*	$*
Ireland	353	$*	$*
Israel	972	$*	$*
Italy - all calls except to Satellite Elsacom	39	$*	$*
Italy - all calls to Satellite Elsacom	39310	$*	$*
Ivory Coast	225	$*	$*
Jamaica	+1-876*	$*	$*
Japan	81	$*	$*
Jordan	962	$*	$*
Kazakhstan	7	$*	$*
Kenya	254	$*	$*
Kiribati	686	$*	$*
Kuwait	965	$*	$*
Kyrgyzstan	996	$*	$*
Laos	856	$*	$*
Latvia	371	$*	$*
Lebanon	961	$*	$*
Lesotho	266	$*	$*
Liberia	231	$*	$*
Libya	218	$*	$*
Liechtenstein	423	$*	$*
Lithuania	370	$*	$*
Luxembourg	352	$*	$*
Macau	853	$*	$*
Macedonia	389	$*	$*
Madagascar	261	$*	$*
Malawi	265	$*	$*
Malaysia	60	$*	$*
Maldives	960	$*	$*
Xxxx Xxxxxxxx	000	$*	$*
Malta	356	$*	$*
Xxxxxxxx Islands	692	$*	$*
Martinique	596	$*	$*
Mauritania	222	$*	$*
Mauritius	230	$*	$*
Mayotte Island	262	$*	$*


		Sprint PCS / Virgin Mobile USA Confidential Information		24

Exhibit A to Schedule 1.0 (continued)

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
Mexico:
Mexico - Factor Two Cities	See Factor Two List below	$*	$*
Mexico - Guadalajara	5233	$*	$*
Mexico - Mexico City	5255	$*	$*
Mexico - Monterrey	5281	$*	$*
Mexico - all other calls	52	$*	$*
Micronesia	691	$*	$*
Xxxxxxx	000	$*	$*
Monaco	377	$*	$*
Mongolia	976	$*	$*
Montenegro	382	$*	$*
Montserrat	+1-664*	$*	$*
Morocco	212	$*	$*
Mozambique	258	$*	$*
Myanmar (Burma)	95	$*	$*
Namibia	264	$*	$*
Nauru	674	$*	$*
Nepal	977	$*	$*
Netherlands	31	$*	$*
Netherlands Antilles	599	$*	$*
New Caledonia	687	$*	$*
New Zealand	64	$*	$*
Nicaragua	505	$*	$*
Niger	227	$*	$*
Nigeria	234	$*	$*
Niue Island	683	$*	$*
North Korea	850	$*	$*
Norway	47	$*	$*
Oman	968	$*	$*
Pakistan	92	$*	$*
Palau	680	$*	$*
Palestine Authority	970	$*	$*
Panama	507	$*	$*
Papua New Guinea	675	$*	$*
Paraguay	595	$*	$*
Xxxx	00	$*	$*
Philippines	63	$*	$*
Poland	48	$*	$*


		Sprint PCS / Virgin Mobile USA Confidential Information		25

Exhibit A to Schedule 1.0 (continued)

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
Portugal	351	$*	$*
Qatar	974	$*	$*
Reunion Island	262	$*	$*
Romania	40	$*	$*
Russia	7	$*	$*
Rwanda	25	$*	$*
San Marino	378	$*	$*
Sao Tome & Principe	239	$*	$*
Saudi Arabia	966	$*	$*
Senegal	221	$*	$*
Serbia	381	$*	$*
Seychelles	248	$*	$*
Sierra Leone	232	$*	$*
Singapore	65	$*	$*
Slovakia	421	$*	$*
Slovenia	386	$*	$*
Solomon Islands	677	$*	$*
Somalia	252	$*	$*
South Africa	27	$*	$*
South Korea (Republic of)	82	$*	$*
Spain	34	$*	$*
Sri Lanka	94	$*	$*
St Helena	290	$*	$*
St Kitts & Nevis	+1-869*	$*	$*
St Lucia	+1-758*	$*	$*
St Pierre & Miquelon	508	$*	$*
St Xxxxxxx and The Grenadines	+1-784*	$*	$*
Sudan	249	$*	$*
Suriname	597	$*	$*
Swaziland	268	$*	$*
Sweden	46	$*	$*
Switzerland	41	$*	$*
Syria	963	$*	$*
Taiwan	886	$*	$*
Tajikistan	992	$*	$*
Tanzania	255	$*	$*
Thailand	66	$*	$*
Togo	228	$*	$*


		Sprint PCS / Virgin Mobile USA Confidential Information		26

Exhibit A to Schedule 1.0 (continued)

International Toll Charges

*	denotes NADP countries


		Per Minute Rates
Country	Country Code	Wireline Terminated	Mobile Terminated
Tokelau	69	$*	$*
Tonga Islands	676	$*	$*
Trinidad & Tobago	+1-868*	$*	$*
Tunisia	216	$*	$*
Turkey	90	$*	$*
Turkmenistan	993	$*	$*
Turks & Caicos Islands	+1-649*	$*	$*
Tuvalu	688	$*	$*
Uganda	256	$*	$*
Ukraine	380	$*	$*
United Arab Emirates	971	$*	$*
United Kingdom	44	$*	$*
Uruguay	598	$*	$*
Uzbekistan	998	$*	$*
Vanuatu	678	$*	$*
Vatican City	39	$*	$*
Venezuela	58	$*	$*
Vietnam	84	$*	$*
Wallis & Futuna Islands	681	$*	$*
Western Samoa	685	$*	$*
Yemen, Republic of	967	$*	$*
Zambia	260	$*	$*
Zimbabwe	263	$*	$*

Mexico - Factor Two Cities


City	City Code	Digit String
Xxxxxxxxx	000	00-000
Xxxxxxxx	000	00-000
Actopan	772	00-000
Xxxx Xxxxxx	000	00-000
Xxxxxxxxxxxxxx	000	00-000
Xxxxxxx	000	00-000
Apatzingan	453	00-000
Xxxxxxx	000	00-000
Xxxxxxx	000	00-000


		Xxxxxx XXX / Xxxxxx Xxxxxx XXX Confidential Information		27

Exhibit A to Schedule 1.0 (continued)

Mexico - Factor Two Cities


City	City Code	Digit String
Atlacomulco	000	00-000
Atliaca/Tixtla	000	00-000
Atlixco	000	00-000
Autlan	000	00-000
Xxxxx Xx Xxxxxxxx	000	00-000
Xxxx Xxx Xxxxx	000	00-000
Caborca	000	00-000
Xxxxxxxxx Xxxxxxx	000	00-000
Campeche	000	00-000
Cananea	000	00-000
Cancun	000	00-000
Xxxxxx	000	00-000
Cerralvo	000	00-000
Chetumal	983	00-000
Xxxxxxxxx	000	00-000
Xxxxxxx	000	00-000
Chilpancingo	000	00-000
Xxxxxxxxx Xx Xxxxxxxx	000	00-000
Ciudad Xxxxx	000	00-000
Xxxxxx Xxxxxxxxxx	000	00-000
Xxxxxx Xxxxxxx X	000	00-000
Ciudad Constitucion	000	00-000
Xxxxxx Xxxxxxxxxx	000	00-000
Xxxxxx Xxx Xxxxxx	000	00-000
Ciudad Delicias	639	00-000
Xxxxxx Xxxxxx	000	00-000
Xxxxxx Xxxxxxx	962	00-000
Xxxxxx Xxxxxx	000	00-000
Xxxxxx Xxxxxx Xxxxxxxx	000	00-000
Xxxxxx Xxxxx	000	00-000
Ciudad Xxxxxxx	000	00-000
Xxxxxx Xxxxxxx	791	00-000
Xxxxxx Xxxxxx	000	00-000
Xxxxxx Xxxxxxxx	000	00-000
Coatzacoalcos	000	00-000
Colima	000	00-000
Cordoba	271	00-000
Xxxxxxxxxxxx	288	00-000
Xxxxxxx	000	00-000
Cuautla	000	00-000
Cuernavaca	000	00-000


		Xxxxxx XXX / Xxxxxx Xxxxxx XXX Confidential Information		28

Exhibit A to Schedule 1.0 (continued)

Mexico - Factor Two Cities


City	City Code	Digit String
Culiacan	000	00-000
Durango	618	00-000
Xxxxxxxxxxx Xx Xxxx	000	00-000
Xxxxxxxx	000	00-000
Xxxxxxxx Xxxxxx	000	00-000
Xxxxxxxxx	000	00-000
General Xxxxx/China	000	00-000
Guamuchil	000	00-000
Guanajuato	000	00-000
Guasave	000	00-000
Guaymas	622	00-000
Xxxxxxxx Negro/Santa Xxxx	000	00-000
Hermosillo	000	00-000
Heroica Xxxxxx Xx Xxxx	000	00-000
Xxxxxxx	829	00-000
Xxxxxxxxxx	000	00-000
Huetamo	435	00-000
Xxxxxxxxxxxx	917	00-000
Xxxxxxxx	000	00-000
Xxxxxx	000	00-000
Irapuato	462	00-000
Xxxxxxx de la Xxx	000	00-000
Ixtlan Del Rio	000	00-000
Izucar Xx Xxxxxxxxx	000	00-000
Jalapa	000	00-000
Xxxxx	000	00-000
Jerez De Xxxxxx Xxxxxxx	000	00-000
Jojutla	000	00-000
Juchitan	971	00-000
Xx Xxxxx	000	00-000
Xx Xxx	000	00-000
La Xxxxxx	000	00-000
Xxxxx Xx Moreno	000	00-000
Xxxx	477	00-000
Xxxxx Xx Xxxxxx	000	00-000
Xxxxx	000	00-000
Xxxxxxx	000	00-000
Los Mochis	000	00-000
Los Xxxxx	000	00-000
Xxxxxxxxx	000	00-000


		Xxxxxx XXX / Xxxxxx Xxxxxx XXX Confidential Information		29

Exhibit A to Schedule 1.0 (continued)

Mexico - Factor Two Cities


City	City Code	Digit String
Xxxxxx	836	00-000
Xxxxxx Xxxxxxx	000	00-000
Xxxxxxxxxx	000	00-000
Xxxxxxxx Xx Xx Xxxxx	000	00-000
Xxxxxxxxx	000	00-000
Matehuala	488	00-000
Xxxxxxxx (including Puebla)	000	00-000
Merida	999	00-000
Xxxxxxxx	686	00-000
Xxxxxxxxxx	000	00-000
Monclova	000	00-000
Morelia	000	00-000
Moroleon	000	00-000
Xxxxxxxx Xx Xxxxxx	000	00-000
Xxxxxxx	000	00-000
Nogales	000	00-000
Nuevo Xxxxx Grandes	000	00-000
Nuevo Laredo	867	00-000
Xxxxxx Xx Xxxxxx	000	00-000
Xxxxxxx	000	00-000
Ometepec	000	00-000
Orizaba	000	00-000
Pachuca	771	00-000
Xxxxxxxx	000	00-000
Xxxxxx	627	00-000
Xxxxxx Xx La Fuente	000	00-000
Patzcuaro	000	00-000
Penjamo	469	00-000
Xxxxxxxx	758	00-000
Xxxxxxx Negras	000	00-000
Playas De Rosarito	000	00-000
Poza Rica De Hgo	000	00-000
Xxxxxx	000	00-000
Xxxxxx Xxxxxxx	000	00-000
Xxxxxx Xxxxxxxx	000	00-000
Xxxxxxxxxx	000	00-000
Queretaro	000	00-000
Quimichis /Tecuala	000	00-000
Reynosa	000	00-000
Rio Grande	000	00-000
Xxx Xxxxx	000	00-000
Xxxxxxx	000	00-000


		Xxxxxx XXX / Xxxxxx Xxxxxx XXX Confidential Information		30

Exhibit A to Schedule 1.0 (continued)

Mexico - Factor Two Cities


City	City Code	Digit String
Sahuayo	000	00-000
Salamanca	000	00-000
Saltillo	000	00-000
Xxxxxxxxxxx	000	00-000
San Xxxxxx Tuxtla	000	00-000
San Xxxxxxxxx De Las Xxxxx	000	00-000
San Xxxxxxxx	000	00-000
San Xxxx Xx Xxxxxx	000	00-000
San Xxxx Del Rio	000	00-000
San Xxxx De La Paz	000	00-000
San Xxxx Potosi	000	00-000
San Xxxx Rio Colorado	000	00-000
San Xxxxxx Pachivia /Teloloapa	000	00-000
San Xxxxxx Xx Xxxxxxx	000	00-000
San Xxxxxxx	000	00-000
Santa Xxx	000	00-000
Santa Xxxxxxx Xx Xxxxxxx	000	00-000
Xxxxxxxx Xxxxxxxxx	000	00-000
Xxxxxxxx Xxxxxxxxxxx	674	00-000
Xxxxxxxx Xxxxxxxxxxxxx	000	00-000
Xxxxx	472	00-000
Xxxx	000	00-000
Tampico	000	00-000
Tapachula	962	00-000
Xxxxx	000	00-000
Xxxxxx	000	00-000
Tecoman	000	00-000
Tecpan Xx Xxxxxxx	000	00-000
Xxxxxxxx	000	00-000
Tenancingo	000	00-000
Xxxxxxx Xxx Xxxx/Xxxxxxxxxxx	000	00-000
Tepatitlan	000	00-000
Tepic	000	00-000
Tequila	000	00-000
Texcoco	595	00-000
Xxxxxxxxx	000	00-000
Ticul	997	00-000
Xxxxxxx	000	00-000
Xxxxxxxx	000	00-000


		Xxxxxx XXX / Xxxxxx Xxxxxx XXX Confidential Information		31

Exhibit A to Schedule 1.0 (continued)

Mexico - Factor Two Cities


City	City Code	Digit String
Tizimin	000	00-000
Xxxxx De Xxxxxxxxx/Xxxxxxxxx Xx Xxx.	000	00-000
Xxxxxxxx	000	00-000
Toluca	000	00-000
Torreon	000	00-000
Tula	000	00-000
Tulancingo	000	00-000
Tuxpan	000	00-000
Tuxtepec	287	00-000
Xxxxxx Xxxxxxxxx	000	00-000
Xxxxxxx	452	00-000
Xxxxx Xx Xxxxx	000	00-000
Xxxxxxxx	000	00-000
Xxxxx Xxxxxx	000	00-000
Xxxxxxxxxxxx	000	00-000
Yurecuaro	356	00-000
Xxxxxx	000	00-000
Zacatecas	492	00-000
Xxxxxx	351	00-000
Xxxxxxxxxxx	000	00-000
Zinapecuaro	000	00-000
Zitacuaro	000	00-000
Zumpango	000	00-000


		Xxxxxx XXX / Xxxxxx Xxxxxx XXX Confidential Information		32

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Seventh Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.

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