Sixth Amendment to Amended and Restated PCS Services Agreement



 Exhibit 10.1 
 Note: Certain portions have been omitted from this Sixth 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. 
 Sixth Amendment to Amended and Restated PCS Services Agreement 
 Between Sprint Spectrum L.P. and
Virgin Mobile USA, L.P. 
 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. 
  

	1.	Schedule 1.0 of the PCS Services Agreement is deleted in its entirety and replaced with Schedule 1.0 attached to this Sixth 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 Sixth Amendment as of the dates indicated below. 
  

									
	SPRINT SPECTRUM L.P.	 		 	VIRGIN MOBILE USA, L.P. (formerly Virgin
Mobile USA, LLC)
					
	By:	 	/s/ James D. Patterson	 		 	By:	 	/s/ Daniel H. Schulman
	Name:	 	James D. Patterson	 		 	Name:	 	Daniel H. Schulman
	Title:	 	President, Wholesale	 		 	Title:	 	Chief Executive Officer
	Date:	 	December 22, 2008	 		 	Date:	 	December 22, 2008

  


					
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 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 bill cycle. For clarification purposes, the rates and charges set forth in Section 1 below will also
apply to any bill cycle that commences during December 2008 even if a portion of the PCS Service and Roaming usage for such bill 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 
 $* 
  


					
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	 	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. 

  


					
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 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 bill certain toll usage (“unbilled local toll”), for each monthly bill cycle, Sprint PCS will invoice VMU for unbilled local toll as follows: total interstate and intrastate toll charges for a
monthly bill cycle X *% = unbilled local toll. By way of example, if VMU’s total interstate and intrastate toll charges for a monthly bill 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. 

  


					
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	 	(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 
 226 - Ontario 
 250 - British Columbia 
 289 - Ontario 
 306 - Saskatchewan 
 403 - Alberta 
 438 - Quebec 
 416 - Ontario 
 418 - Quebec 
 450 - Quebec 
 506 - New Brunswick 
 514 - Quebec 
 519 - Ontario 
 581 - Quebec 
 587 - Alberta 
 604 - British Columbia 
 613 - Ontario 
 647 - Ontario 
 705 - Ontario 
 709 - Newfoundland 
 778 - British Columbia 
 780 - Alberta 
 807 - Ontario 
 819 - Quebec 
 867 - Yukon & NW Territories 
 902 - Nova Scotia 
 905 - Ontario 
  


					
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	 	•	 	 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. Vincent 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. 
  


					
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 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 bill 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 bill 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 Bill 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 bill 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 bill 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. 
  


					
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	 User-Plane Location Look-
 Ups per Monthly Bill 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 

  

	 	A.	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. 

  

	 	B.	 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 



  


					
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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. 


  


	 	C.	Following the Interim Period and during the remainder of the Eligibility Period, Sprint will calculate New End User Credits at the end of each bill cycle for new End Users activated
during the just-completed bill cycle (except for new End Users activated during the Interim Period), and no later than five (5) days following the Due Date for such bill 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 bill 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 bill cycle (e.g., bill cycle 1 or bill 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 

  

	 	A.	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 bill 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 bill cycle that commences after January 1, 2008 and will include invoices for any bill cycle that
commences during December 2008 even if such bill cycle ends in January 2009 (e.g., a January 19, 2009 invoice for a December 19, 2008 through January 18, 2009 bill 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. 
  


					
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 “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 bill 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 bill cycles that commence on the 1st and 19th days of the same calendar month. 
  

	 	 B.
	 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 1st day of a calendar month, and “x” is *% for invoices dated the 19th
 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 / 1st 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 



  


					
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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 / 1st 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 / 1st day cycle Invoice . In this example, the September 2008 / 1st 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 

  

	 	A.	 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 



  


					
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systems) from October 1, 2008 through December 31, 2008 (“4Q 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.



  

	 	B.	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 bill cycle 1. For the avoidance of doubt, the 4Q New End User Credits are in addition to the New End User Credits described in Section 1.14, and the 4Q New End 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 thereafter 

 The rates and charges that Sprint PCS will charge VMU for PCS Service and Roaming for 2009 and until expiration or earlier termination of the Agreement are set forth in Section 2 below. The rates and terms listed in this Section 2
may be modified only by mutual 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 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 2011 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	Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Pricing 

 At the end of calendar year December 2008 and each subsequent calendar quarter, Sprint PCS will calculate the Actual Revenue (defined in Section 1.15
above for calendar year 2008 or parts thereof and in Section 2.9 below for subsequent periods) for all monthly bill cycles that commenced during the four (4) most recent calendar quarters (“Rolling 4-Quarter Actual
Revenue”), and such Rolling 4-Quarter Actual Revenue will determine the Rolling 4-Quarter Actual Revenue tier in the table set forth below in this Section 2.1 that will apply to all monthly bill cycles that commence during the
subsequent calendar quarter. For purposes of determining Rolling 4-Quarter Actual Revenue, Helio Revenue will be included ignoring the last proviso of such definition. By way of example, if VMU’s Rolling 4-Quarter Actual Revenue for all
monthly bill cycles that commenced during the first, second, third and fourth calendar quarters of 2008 was $*, the rates for tier #2 in the table below ($* - $*) will apply for all monthly bill cycles that
commence during January 2009 through March 2009. 
  

	 	A.	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 volume-based peak per minute rates set forth in the
table below for Peak Time Period MOU during each monthly billing cycle, and (ii) the volume-based off-peak per minute rates 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 



  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	12










	 	 
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 2.2 or 2.3 below for Roaming and the rates set forth in Section 2.4 for international toll calls. 


  

	 	B.	SMS Rates 

 Sprint PCS will charge VMU the
per SMS rates 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. 
  

	 	C.	Sprint 3G Data Transport Service 

 Sprint
PCS will charge VMU the per MB rates 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”) rates are also
shown below. The 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. 
 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Table 

  

													
	 Tier #
	  	Rolling 4-Quarter
Actual Revenue	 	Peak Per
Minute
Rate	  	Off-Peak
Per Minute
Rate	  	Per SMS
Rate	  	Per MB
Rate	  	Per KB
Rate
	 1
	  	* - $*	 	$*	  	$*	  	$*	  	$*	  	$*
	 2
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 3
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 4
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 5
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 6
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 7
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 8
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 9
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 10
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 11
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 12
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 13
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 14
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 15
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 16
	  	 $* - $*
	 	$*	  	$*	  	$*	  	$*	  	$*
	 17  
	  	$* and above	 	$*	  	$*	  	$*	  	$*	  	$*

 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. 
  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	13










	 	2.2	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. 
  

	 	A.	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. 
  

	 	B.	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. 
  

	 	C.	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	  	14









 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)
	  	$*

  

	 	2.3	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. 
  

	 	2.4	International Toll Charges 

  

	 	A.	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. 
  

	 	B.	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)	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 2.1, above plus $* per minute will apply for the domestic portion of all international terminating calls. 

  

	 	(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) 


  

	 	•	 	 Anguilla (264) 


  

	 	•	 	 Antigua and Barbuda (268) 


  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	15










	 	•	 	 Bahamas (242) 


  

	 	•	 	 Barbados (246) 


  

	 	•	 	 Bermuda (441) 


  

	 	•	 	 British Virgin Islands (284) 


  

	 	•	 	 Canada: 


 204 -
Manitoba 
 226 - Ontario 
 250 - British Columbia 
 289 - Ontario 
 306 - Saskatchewan 
 403 - Alberta 
 438 - Quebec 
 416 - Ontario 
 418 - Quebec 
 450 - Quebec 
 506 - New Brunswick 
 514 - Quebec 
 519 - Ontario 
 581 - Quebec 
 587 - Alberta 
 604 - British Columbia 
 613 - Ontario 
 647 - Ontario 
 705 - Ontario 
 709 - Newfoundland 
 778 - British Columbia 
 780 - Alberta 
 807 - Ontario 
 819 - Quebec 
 867 - Yukon & NW Territories 
 902 - Nova Scotia 
 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. Vincent 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 2.1 above plus $* per minute for calls to such NADP countries: 

  

	 	•	 	 Virgin Islands (340) 


  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	16










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


  

	 	•	 	 Guam (671) 


  

	 	•	 	 Puerto Rico (787 & 939) 


  

	 	2.5	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 bill 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 bill 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 Bill Cycle
	  	Rate per Control -Plane
Location Look-Up
	 * - *
	  	$*
	 * - *
	  	$*
	 * - *
	  	$*
	 * and above
	  	$*

  

	 	2.6	User-Plane Location Services 

  

	 	A.	User-Plane Location Application Certification Fee: * 

  

	 	B.	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 bill 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 bill 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. 
  

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

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	17










	 	2.7	Other Charges: 

  

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

  

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

  

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


  

	 	D.	911 and E911: Standard airtime and toll rates 

  

	 	E.	Non-standard reports: As quoted 

  

	 	F.	Handset Certification: As quoted 

  

	 	2.8	New End User Credits 

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

	 	2.9	Minimum Annual Commitment 

 The terms and
conditions set forth in this Section 2.9 apply for calendar years 2009 and 2010. 
  

	 	A.	The following definitions only apply to Sections 2.1 and 2.9: 

 “Actual Revenue” means the total of all amounts invoiced to VMU under the PCS
Services Agreement on an Invoice for each of VMU’s bill cycles for the applicable calendar year for Service Usage including credits or debits related to disputed charges or billing errors for 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 for calendar year 2009 or part thereof, does not include New End User Credits, if any, issued for
each new End User that activates during calendar year 2009 or part thereof, as described in Section 1.14 above. For clarification purposes, Actual Revenue will include invoices for any bill cycle that commences after January 1st of the respective calendar year and will include invoices for any bill cycle that commences during December of the respective calendar year even if such bill
cycle ends in January of the following calendar year (e.g., a January 19, 2010 invoice for a December 19, 2009 through January 18, 2010 bill cycle will be counted towards Actual Revenue for calendar year 2009); 
 “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) invoiced to VMU that are not directly
related to disputed charges or billing errors for Service Usage; 
 “Invoice” means the applicable monthly electronic
invoice following the just-completed monthly bill 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 

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	18









 
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; 
 “Service Usage”
means (a) usage for all services listed in Schedule 1.0 (as amended from time to time) and (b) ADC codes, if applicable, as described in Section 2.14 of the PCS Services Agreement; and 
 “Usage Month” means the bill cycles that commence on the 1st and 19th days of the same calendar month. 
  

	 	B.	In lieu of including an “Annual Required Revenue Table” for each of 2009 and 2010 calendar years, VMU will provide Sprint PCS with an Annual Required Revenue Table,
approved by VMU’s Board of Directors, in the same format as the 2008 Required Revenue Table set forth in Section 1.15 above that represents a good-faith statement of its anticipate allocation of the respective commitments across the
succeeding calendar year and that is prepared in accordance with the following requirements: 

  

	 	(i)	VMU must provide Sprint PCS with an estimated Annual Required Revenue Table with Required Revenue amounts for each Usage Month no later than October 1 of 2008 and 2009
for the succeeding calendar year; 

  

	 	(ii)	VMU must provide Sprint PCS with a final Annual Required Revenue Table with Required Revenue amounts for each Usage Month no later than December 15 of 2008 and 2009 for
the succeeding calendar year; 

  

	 	(iii)	Required Revenue amounts for the 2009 Annual Required Revenue Table must be at least $* for each Usage Month, must not exceed $* collectively for the last three
Usage Months of the year, and the total of all Required Revenue amounts for 2009 must equal $370,000,000; 

  

	 	(iv)	Required Revenue amounts for the 2010 Annual Required Revenue Table must be at least $* for each Usage Month, must not exceed $*collectively for the last three
Usage Months of the year, and the total of all Required Revenue amounts for 2010 must equal $420,000,000; 

 If VMU fails to
provide an Annual Required Revenue Table for 2009 or 2010 that meets the requirements set forth in subsections (i) through (iv) above, the Annual Required Revenue Table will be as follows: 
 2009 and 2010 Required Revenue Table 
  

					
	 Usage Month
	  	 2009
Required Revenue
	  	 2010
Required Revenue

	 January
	  	$*	  	$*
	 February
	  	$*	  	$*
	 March
	  	$*	  	$*
	 April
	  	$*	  	$*
	 May
	  	$*	  	$*
	 June
	  	$*	  	$*
	 July
	  	$*	  	$*
	 August
	  	$*	  	$*
	 September
	  	$*	  	$*
	 October
	  	$*	  	$*
	 November
	  	$*	  	$*
	 December
	  	$*	  	$*
	 Annual Required Revenue
	  	$370,000,000	  	$420,000,000

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	19










	 	 C.
	 During 2009 and 2010, in lieu of VMU paying the Actual Revenue portion of each Invoice generated during each
Usage Month, 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
Required Revenue amount in the applicable Annual Required Revenue Table for the applicable Usage Month, where “x” is *% for invoices dated the 1st day of a calendar month, and “x” is *% for invoices dated the 19th day of a calendar month, minus
(B) for 2009 only, applicable New End User Credits, if any. For any Invoice in a Usage Month in which the applicable Actual Revenue amount associated with such Invoice is greater than applicable portion of the Required Revenue amount for such
Usage Month (using the same *%/*% calculation from Section 1.15(B) above), the Required Revenue amount for the corresponding Invoice cycle for the succeeding Usage Month will be temporarily reduced by the difference (prior to
subtracting any applicable New End User Credits for 2009 only), 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. In no event
will either the 2009 Annual Required Revenue amount of $370,000,000 or the 2010 Annual Required Revenue amount of $420,000,000 be reduced by any temporary reductions in Required Revenue amounts for individual 2009 and 2010 Usage Months. VMU agrees
that for calendar year 2009 it will pay Sprint the Annual Required Revenue of $370,000,000 minus any New End User Credits, and for calendar year 2010 it will pay Sprint the Annual Required Revenue of $420,000,000. For the avoidance of doubt, the
Required Revenue for each Usage Month in 2009 will be reduced by applicable New End User Credits, if any, which will reduce the 2009 Annual Required Revenue amount of $370,000,000 by the same amount. In addition, VMU will also pay Sprint PCS any
Additional Amounts invoiced to VMU during each Usage Month. 


  

	 	2.10	Pricing Adjustments 

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

	 	A.	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; 

  

	 	B.	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 / Virgin Mobile USA Confidential Information	  	20










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

  

	 	D.	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. 


  

	 	•	 	 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. 


  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	21









 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	  	22









 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	 	$*	  	$*
	 Chad Republic
	  	235	 	$*	  	$*
	 Chile
	  	56	 	$*	  	$*
	 China
	  	86	 	$*	  	$*
	 Colombia
	  	57	 	$*	  	$*
	 Comoros
	  	269	 	$*	  	$*
	 Congo
	  	242	 	$*	  	$*
	 Congo Dem Rep. (Zaire)
	  	243	 	$*	  	$*
	 Cook Islands
	  	682	 	$*	  	$*
	 Costa Rica
	  	506	 	$*	  	$*
	 Croatia
	  	385	 	$*	  	$*
	 Cuba
	  	53	 	$*	  	$*
	 Cyprus
	  	357	 	$*	  	$*
	 Czech Republic
	  	420	 	$*	  	$*
	 Denmark
	  	45	 	$*	  	$*
	 Diego Garcia
	  	246	 	$*	  	$*
	 Djibouti
	  	253	 	$*	  	$*
	 Dominica
	  	+1-767*	 	$*	  	$*
	 Dominican Republic
	  	+1-809* and +1-829*	 	$*	  	$*
	 East Timor
	  	670	 	$*	  	$*
	 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	  	23









 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	 	$*	  	$*
	 Guantanamo Bay
	  	5399	 	$*	  	$*
	 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 - Ocean Pacific
	  	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	  	24









 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	 	$*	  	$*
	 Mali Republic
	  	223	 	$*	  	$*
	 Malta
	  	356	 	$*	  	$*
	 Marshall Islands
	  	692	 	$*	  	$*
	 Martinique
	  	596	 	$*	  	$*
	 Mauritania
	  	222	 	$*	  	$*
	 Mauritius
	  	230	 	$*	  	$*
	 Mayotte Island
	  	262	 	$*	  	$*

  


					
		 	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
	 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	 	$*	  	$*
	 Moldova
	  	373	 	$*	  	$*
	 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	 	$*	  	$*
	 Peru
	  	51	 	$*	  	$*
	 Philippines
	  	63	 	$*	  	$*
	 Poland
	  	48	 	$*	  	$*

  


					
		 	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
	 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 Vincent 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	  	27









 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
	 Acaponeta
	  	325	  	52-325
	 Acapulco
	  	744	  	52-744
	 Actopan
	  	772	  	52-772
	 Agua Prieta
	  	633	  	52-633
	 Aguascalientes
	  	449	  	52-449
	 Allende
	  	826	  	52-826
	 Apatzingan
	  	453	  	52-453
	 Apizaco
	  	241	  	52-241
	 Arcelia
	  	732	  	52-732

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	28









 Exhibit A to Schedule 1.0 (continued) 
 Mexico - Factor Two Cities 
  

					
	 City
	  	City Code	  	Digit String
	 Atlacomulco
	  	712	  	52-712
	 Atlixco
	  	244	  	52-244
	 Autlan
	  	317	  	52-317
	 Bahia De Huatulco
	  	958	  	52-958
	 Cabo San Lucas
	  	624	  	52-624
	 Caborca
	  	637	  	52-637
	 Cadereyta Jimenez
	  	828	  	52-828
	 Campeche
	  	981	  	52-981
	 Cananea
	  	645	  	52-645
	 Cancun
	  	998	  	52-998
	 Celaya
	  	461	  	52-461
	 Cerralvo
	  	892	  	52-892
	 Chetumal
	  	983	  	52-983
	 Chihuahua
	  	614	  	52-614
	 Chilapa
	  	756	  	52-756
	 Chilpancingo
	  	747	  	52-747
	 Cintalapa De Figueroa
	  	968	  	52-968
	 Ciudad Acuna
	  	877	  	52-877
	 Ciudad Altamirano
	  	767	  	52-767
	 Ciudad Camargo B
	  	891	  	52-891
	 Ciudad Constitucion
	  	613	  	52-613
	 Ciudad Cuauhtemoc
	  	625	  	52-625
	 Ciudad Del Carmen
	  	938	  	52-938
	 Ciudad Delicias
	  	639	  	52-639
	 Ciudad Guzman
	  	341	  	52-341
	 Ciudad Hidalgo
	  	962	  	52-962
	 Ciudad Juarez
	  	656	  	52-656
	 Ciudad Lazaro Cardenas
	  	753	  	52-753
	 Ciudad Mante
	  	831	  	52-831
	 Ciudad Obregon
	  	644	  	52-644
	 Ciudad Sahagun
	  	791	  	52-791
	 Ciudad Valles
	  	481	  	52-481
	 Ciudad Victoria
	  	834	  	52-834
	 Coatzacoalcos
	  	921	  	52-921
	 Colima
	  	312	  	52-312
	 Cordoba
	  	271	  	52-271
	 Cosamaloapan
	  	288	  	52-288
	 Cozumel
	  	987	  	52-987
	 Cuautla
	  	735	  	52-735
	 Cuernavaca
	  	777	  	52-777

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	29









 Exhibit A to Schedule 1.0 (continued) 
 Mexico - Factor Two Cities 
  

					
	 City
	  	City Code	  	Digit String
	 Culiacan
	  	667	  	52-667
	 Durango
	  	618	  	52-618
	 Encarnacion De Diaz
	  	475	  	52-475
	 Ensenada
	  	646	  	52-646
	 Estación Manuel
	  	836	  	52-836
	 Fresnillo
	  	493	  	52-493
	 General Tapia/China
	  	823	  	52-823
	 Guamuchil
	  	673	  	52-673
	 Guanajuato
	  	473	  	52-473
	 Guasave
	  	687	  	52-687
	 Guaymas
	  	622	  	52-622
	 Guerrero Negro/Santa Rosa
	  	615	  	52-615
	 Hermosillo
	  	662	  	52-662
	 Heroica Ciudad De Ures
	  	623	  	52-623
	 Hidalgo
	  	829	  	52-829
	 Huatabampo
	  	647	  	52-647
	 Huetamo
	  	435	  	52-435
	 Huimanguillo
	  	917	  	52-917
	 Huitzuco
	  	727	  	52-727
	 Iguala
	  	733	  	52-733
	 Irapuato
	  	462	  	52-462
	 Ixtlan Del Rio
	  	324	  	52-324
	 Ixtlan Del Rio
	  	324	  	52-324
	 Izucar De Matamoros
	  	243	  	52-243
	 Jalapa
	  	228	  	52-228
	 Jalpa
	  	463	  	52-463
	 Jerez De Garcia Salinas
	  	494	  	52-494
	 Jojutla
	  	734	  	52-734
	 Juchitan
	  	971	  	52-971
	 La Barca
	  	393	  	52-393
	 La Paz
	  	612	  	52-612
	 La Piedad
	  	352	  	52-352
	 Lagos De Moreno
	  	474	  	52-474
	 Leon
	  	477	  	52-477
	 Lerdo De Tejada
	  	284	  	52-284
	 Lerma
	  	728	  	52-728
	 Linares
	  	821	  	52-821
	 Los Mochis
	  	668	  	52-668
	 Los Reyes
	  	354	  	52-354
	 Magdalena
	  	632	  	52-632

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	30









 Exhibit A to Schedule 1.0 (continued) 
 Mexico - Factor Two Cities 
  

					
	 City
	  	City Code	  	Digit String
	 Manuel Ojinaga
	  	626	  	52-626
	 Manzanillo
	  	314	  	52-314
	 Martinez De La Torre
	  	232	  	52-232
	 Matamoros
	  	868	  	52-868
	 Matehuala
	  	488	  	52-488
	 Mazatlan (including Puebla)
	  	222	  	52-222
	 Merida
	  	999	  	52-999
	 Mexicali
	  	686	  	52-686
	 Minatitlan
	  	922	  	52-922
	 Monclova
	  	866	  	52-866
	 Morelia
	  	443	  	52-443
	 Moroleon
	  	445	  	52-445
	 Nacozari De Garcia
	  	634	  	52-634
	 Navojoa
	  	642	  	52-642
	 Nogales
	  	631	  	52-631
	 Nuevo Casas Grandes
	  	636	  	52-636
	 Nuevo Laredo
	  	867	  	52-867
	 Oaxaca De Juarez
	  	951	  	52-951
	 Ocotlan
	  	392	  	52-392
	 Ometepec
	  	741	  	52-741
	 Orizaba
	  	272	  	52-272
	 Pachuca
	  	771	  	52-771
	 Palenque
	  	916	  	52-916
	 Parral
	  	627	  	52-627
	 Parras De La Fuente
	  	842	  	52-842
	 Patzcuaro
	  	434	  	52-434
	 Penjamo
	  	469	  	52-469
	 Petatlan
	  	758	  	52-758
	 Piedras Negras
	  	878	  	52-878
	 Playas De Rosarito
	  	661	  	52-661
	 Poza Rica De Hgo
	  	782	  	52-782
	 Puerto Peñasco
	  	638	  	52-638
	 Puerto Vallarta
	  	322	  	52-322
	 Puruandiro
	  	438	  	52-438
	 Queretaro
	  	442	  	52-442
	 Quimichis /Tecuala
	  	389	  	52-389
	 Reynosa
	  	899	  	52-899
	 Rio Grande
	  	498	  	52-498
	 Rio Verde
	  	487	  	52-487
	 Sabinas
	  	861	  	52-861

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	31









 Exhibit A to Schedule 1.0 (continued) 
 Mexico - Factor Two Cities 
  

					
	 City
	  	City Code	  	Digit String
	 Sahuayo
	  	353	  	52-353
	 Salamanca
	  	464	  	52-464
	 Saltillo
	  	844	  	52-844
	 Salvatierra
	  	466	  	52-466
	 San Andres Tuxtla
	  	294	  	52-294
	 San Cristobal De Las Casas
	  	967	  	52-967
	 San Fernando
	  	841	  	52-841
	 San Jose De Gracia
	  	381	  	52-381
	 San Juan Del Rio
	  	427	  	52-427
	 San Luis De La Paz
	  	468	  	52-468
	 San Luis Potosi
	  	444	  	52-444
	 San Luis Rio Colorado
	  	653	  	52-653
	 San Martin Pachivia /Teloloapa
	  	736	  	52-736
	 San Miguel De Allende
	  	415	  	52-415
	 San Quintin
	  	616	  	52-616
	 Santa Ana
	  	641	  	52-641
	 Santa Rosalia De Camargo
	  	648	  	52-648
	 Santiago Ixcuintla
	  	323	  	52-323
	 Santiago Papasquiaro
	  	674	  	52-674
	 Santiago Tianguistenco
	  	713	  	52-713
	 Silao
	  	472	  	52-472
	 Tala
	  	384	  	52-384
	 Tampico
	  	833	  	52-833
	 Tapachula
	  	962	  	52-962
	 Taxco
	  	762	  	52-762
	 Tecate
	  	665	  	52-665
	 Tecoman
	  	313	  	52-313
	 Tecpan De Galeana
	  	742	  	52-742
	 Tehuacan
	  	238	  	52-238
	 Tenancingo
	  	714	  	52-714
	 Tenango Del Aire/Tlalmanalco
	  	597	  	52-597
	 Tepatitlan
	  	378	  	52-378
	 Tepic
	  	311	  	52-311
	 Tequila
	  	374	  	52-374
	 Texcoco
	  	595	  	52-595
	 Teziutlan
	  	231	  	52-231
	 Ticul
	  	997	  	52-997
	 Tijuana
	  	664	  	52-664
	 Tizayuca
	  	779	  	52-779

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	32









 Exhibit A to Schedule 1.0 (continued) 
 Mexico - Factor Two Cities 
  

					
	 City
	  	City Code	  	Digit String
	 Tizimin
	  	986	  	52-986
	 Tlapa De Comonfort/Alcozauca De Gro.
	  	757	  	52-757
	 Tlaxcala
	  	246	  	52-246
	 Toluca
	  	722	  	52-722
	 Torreon
	  	871	  	52-871
	 Tula
	  	773	  	52-773
	 Tulancingo
	  	775	  	52-775
	 Tuxpan
	  	783	  	52-783
	 Tuxtepec
	  	287	  	52-287
	 Tuxtla Gutierrez
	  	961	  	52-961
	 Uruapan
	  	452	  	52-452
	 Valle De Bravo
	  	726	  	52-726
	 Veracruz
	  	229	  	52-229
	 Villa Flores
	  	965	  	52-965
	 Villahermosa
	  	993	  	52-993
	 Yurecuaro
	  	356	  	52-356
	 Zacapu
	  	436	  	52-436
	 Zacatecas
	  	492	  	52-492
	 Zamora
	  	351	  	52-351
	 Zihuatanejo
	  	755	  	52-755
	 Zinapecuaro
	  	451	  	52-451
	 Zitacuaro
	  	715	  	52-715
	 Zumpango
	  	591	  	52-591

  


					
		 	Sprint PCS / Virgin Mobile USA Confidential Information	  	33