Virgin Mobile USA, Inc. Watch

from DEFA14A 2 pages Whereas, in Connection With the Credit Agreement, the Borrower and Certain of Its Affiliates (Other Than the Additional Grantor) Have Entered Into the Guarantee and Collateral Agreement, of Even Date With the Credit Agreement (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Guarantee and Collateral Agreement”; All Capitalized Terms Not Defined Herein Shall Have the Meaning Ascribed to Them in Such Guarantee and Collateral Agreement) for the Benefit of the Secured Parties; Whereas, the Credit Agreement Requires the Additional Grantor to Become a Party to the Guarantee and Collateral Agreement; and Whereas, the Additional Grantor Has Agreed to Execute and Deliver This Assumption Agreement in Order to Become a Party to the Guarantee and Collateral Agreement. Now, Therefore, It Is Agreed

from 8-K 2 pages Whereas, in Connection With the Credit Agreement, the Borrower and Certain of Its Affiliates (Other Than the Additional Grantor) Have Entered Into the Guarantee and Collateral Agreement, of Even Date With the Credit Agreement (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Guarantee and Collateral Agreement”; All Capitalized Terms Not Defined Herein Shall Have the Meaning Ascribed to Them in Such Guarantee and Collateral Agreement) for the Benefit of the Secured Parties; Whereas, the Credit Agreement Requires the Additional Grantor to Become a Party to the Guarantee and Collateral Agreement; and Whereas, the Additional Grantor Has Agreed to Execute and Deliver This Assumption Agreement in Order to Become a Party to the Guarantee and Collateral Agreement. Now, Therefore, It Is Agreed

from 8-K 2 pages Whereas, in Connection With the Credit Agreement, the Borrower and Certain of Its Affiliates (Other Than the Additional Grantor) Have Entered Into the Guarantee and Collateral Agreement, of Even Date With the Credit Agreement (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Guarantee and Collateral Agreement”; All Capitalized Terms Not Defined Herein Shall Have the Meaning Ascribed to Them in Such Guarantee and Collateral Agreement) in Favor of the Collateral Agent for the Benefit of the Secured Parties; Whereas, the Credit Agreement Requires the Additional Grantor to Become a Party to the Guarantee and Collateral Agreement; and Whereas, the Additional Grantor Has Agreed to Execute and Deliver This Assumption Agreement in Order to Become a Party to the Guarantee and Collateral Agreement. Now, Therefore, It Is Agreed

from DEFA14A 2 pages Whereas, in Connection With the Credit Agreement, the Borrower and Certain of Its Affiliates (Other Than the Additional Grantor) Have Entered Into the Guarantee and Collateral Agreement, of Even Date With the Credit Agreement (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Guarantee and Collateral Agreement”; All Capitalized Terms Not Defined Herein Shall Have the Meaning Ascribed to Them in Such Guarantee and Collateral Agreement) in Favor of the Collateral Agent for the Benefit of the Secured Parties; Whereas, the Credit Agreement Requires the Additional Grantor to Become a Party to the Guarantee and Collateral Agreement; and Whereas, the Additional Grantor Has Agreed to Execute and Deliver This Assumption Agreement in Order to Become a Party to the Guarantee and Collateral Agreement. Now, Therefore, It Is Agreed

from DEFA14A 5 pages 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”)

from 8-K 5 pages 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”)

from DEFA14A 17 pages Second Amendment and Consent, Dated as of June 27, 2008 (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, L.P., a Delaware Limited Partnership (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)

from 8-K 17 pages Second Amendment and Consent, Dated as of June 27, 2008 (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, L.P., a Delaware Limited Partnership (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)

from S-1/A 4 pages 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”)

from S-1/A 9 pages 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)

from S-1/A 265 pages $100,000,000 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, 2006

from S-1/A 233 pages $479,000,000 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 Administrative Agent Dated as of July 19, 2006 J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and Joint Bookrunners

from S-1/A 69 pages $100,000,000 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, 2006

from S-1/A 76 pages $479,000,000 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 Administrative Agent Dated as of July 19, 2006 J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and Joint Bookrunners