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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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 (“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”.
FORM OF TAX RECEIVABLE AGREEMENT dated as ofTax Receivable Agreement • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 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”),
FORM OF TAX RECEIVABLE AGREEMENT dated as ofTax Receivable Agreement • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
FORM OF STOCKHOLDERS’ AGREEMENT of VIRGIN MOBILE USA, INC. by and among VIRGIN MOBILE USA, INC., CORVINA HOLDINGS LIMITED and SPRINT VENTURES, INC. Dated as of [ ], 2007Shareholder Agreements • September 5th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered as of July [__], 2007, by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Corvina Holdings Limited, a company incorporated in the British Virgin Islands (“Virgin”), and Sprint Ventures, Inc., a Kansas corporation (“Sprint”). Virgin 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”.
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”).
Form of First Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, LLCPCS Services 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.
