Exhibit 10.2
ASSUMPTION AGREEMENT, dated as of
August 22, 2008, made by Helio LLC, a Delaware limited
liability company (the “ Additional Grantor ”),
in favor of JPMorgan Chase Bank, N.A. as Collateral Agent (in such
capacity, the “ Collateral Agent ”) for the
banks and other financial institutions or entities (the “
Lenders ”) parties to the Credit Agreement referred to
below.
W I T N E S
S E T H :
WHEREAS, Virgin Mobile USA, L.P., a
Delaware limited partnership (formerly known as Virgin Mobile USA,
LLC) (the “ Borrower ”), the Lenders, and the
Agents named therein have entered into an Amended and Restated
Credit Agreement, dated as of July 19, 2006 (as amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”);
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 t
