FORM OF TAX RECEIVABLE AGREEMENT dated as ofTax Receivable Agreement • September 25th, 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 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
LIMITED PARTNERSHIP AGREEMENT OF VIRGIN MOBILE USA, L.P.Limited Partnership Agreement • September 25th, 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 [ ]th day of [ ], 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.
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”).
SPRINT MASTER SERVICES AGREEMENTSprint Master Service Agreement • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
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”).
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”).
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).
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, 2006Guarantee and Collateral Agreement • September 25th, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of July , 2006 (this “Agreement”), made by Virgin Mobile USA, LLC, a Delaware limited liability company (“Borrower”) (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Sprint Spectrum L.P., a Delaware limited partnership (“Sprint Spectrum”), as a co-collateral agent (in such capacity, the “Sprint Collateral Agent”) and Virgin Entertainment Holdings, Inc., a Delaware corporation (“Virgin”), as a co-collateral agent (in such capacity, the “Virgin Collateral Agent”) for the benefit of the Secured Parties (as defined below).
