Exhibit 10.3
ASSUMPTION AGREEMENT, dated as of
August 22, 2008, made by Helio LLC, a Delaware limited
liability company (the “ Additional Grantor ”),
in favor of Virgin Entertainment Holdings, Inc. and SK Telecom USA
Holdings, Inc. (the “ Lenders ”).
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 ”) and the Lenders 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) 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
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