PAYOFF AND TERMINATION AGREEMENT

Exhibit 99.3

EXECUTION COPY

PAYOFF AND TERMINATION AGREEMENT

          This PAYOFF AND TERMINATION AGREEMENT (this “ Agreement ”) is made as of July 27, 2009 by and among SPRINT NEXTEL CORPORATION, a corporation organized under the laws of the state of Kansas (“ Parent ”), VIRGIN MOBILE USA, L.P., a Delaware limited partnership, as borrower under the Credit Agreement (as defined below) (“ VMU ”), VIRGIN ENTERTAINMENT HOLDINGS, INC., a Delaware corporation, as a lender under the Credit Agreement (“ Virgin ”), and SK TELECOM CO., LTD., a company organized under the laws of the Republic of Korea, as a lender under the Credit Agreement (“ SK ”). Parent, VMU, Virgin and SK are hereinafter individually referred to as a “ Party ” and collectively referred to as the “ Parties .” All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

          WHEREAS, VMU, Virgin and SK are party to the Subordinated Credit Agreement, dated as of July 19, 2006 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

          WHEREAS, concurrently with the execution of this Agreement, Parent, Sprint Mozart, Inc. and Virgin Mobile USA, Inc., a Delaware corporation are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “ Merger Agreement ”);

          WHEREAS, the Parties wish to enter into this Agreement and effectuate a payoff and termination of the obligations of VMU pursuant to the terms of the Credit Agreement; and

          WHEREAS, the Parties are entering into this Agreement concurrently with the execution and delivery of the Merger Agreement, it being acknowledged and agreed that this Agreement shall become effective upon its execution and delivery by each Party and shall terminate simultaneously with and cease to be effective upon any termination of the Merger Agreement prior to the Effective Time (as defined in the Merger Agreement).

          NOW, THEREFORE, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

          1. Payoff .

          (a) At the Effective Time, Parent, on behalf of VMU, agrees to pay to each of Virgin and SK, in the manner described in the Credit Agreement (except as otherwise provided in this Section 1), the amount necessary to pay in full the principal of all Revolving Loans owed to Virgin or SK (as applicable) and all interest accrued thereon to the Effective Time (such amount of principal and interest determined for each of Virgin and SK, its “ Payoff Amount ” and, together, the “ Payoff Amounts ”) which such Payoff Amount shall be determined as follows:

                    (i) As of 5:00 p.m. (New York City time) on the date hereof, the Payoff

          Amounts consist of:

(ii) For the period commencing immediately after the date and time specified in clause (i) above and ending immediately prior to the Effective Time, each Payoff Amount set forth in clause (i) above shall be (x) increased by the amount of any increase in principal or interest accrued and unpaid pursuant to the Credit Agreement for the account of Virgin or SK, as applicable, during such period and (y) reduced by the amount of any payments (including, without limitation, any scheduled payments) or prepayments of the Revolving Loans (together with all interest paid thereon) for the account of Virgin or SK, as applicable, pursuant to the Credit Agreement during such period; provided , that (A) any such payments or prepayments shall be made in the manner prescribed in the Credit Agreement and (B) nothing in this Agreement shall be deemed a waiver of any scheduled payments of principal or interest due during such period.

          At least two (2) Business Days prior to the Effective Time (or such other time as VMU may reasonably request), Virgin and SK shall notify VMU in writing of the anticipated Payoff Amounts as of the Effective Time and each such Payoff Amount shall be subject to confirmation by Parent and VMU.

          The Payoff Amounts shall be paid, at the option of Parent, (i) in immediately available funds in the manner described in the Credit Agreement (except as otherwise provided in this Section 1) or (ii) in immediately available funds sufficient to satisfy all amounts required to be deducted or withheld pursuant to Section 1(b) (and paid in the manner described therein) and the remainder in an amount (the “ Stock Payment Amount ”) in the equivalent value of shares of Series 1 voting common stock, par value $2.00 per share, of Parent (“ Parent Shares ”), the number of which shall be determined by (x) dividing the Stock Payment Amount by the Average Parent Stock Price (as defined in the Merger Agreement), and (y) rounding down to the nearest whole share. Parent shall notify Virgin and SK in writing whether it intends to pay the Payoff Amount in the manner described in clause (i) or clause (ii) of the immediately preceding sentence no later than five (5) Business Days prior to the Effective Time; provided , that (A) if Parent does not deliver or cause to be delivered such written notice by such time, the Payoff Amount shall be paid in the manner described in clause (i) of such sentence and (B) each Payoff Amount shall be paid in the same manner.

          (b) If payment of the Payoff Amount to a payee is subject to any applicable withholding tax in any taxing jurisdiction, (i) Parent, on behalf of VMU, will pay to the relevant taxing authority the full amount required to be deducted or withheld from the payment, (ii) any amount so deducted or withheld and paid to the relevant taxing authority shall

be treated for all purposes of this Agreement as having been paid to such payee, and (iii) Parent, on behalf of VMU, shall provide evidence of the amount so deducted or withheld to such payee to the extent that such evidence is available. If a payee wishes to claim the benefit of a reduced withholding rate pursuant to a tax treaty, it will provide Parent and VMU with all documentation required by the Internal Revenue Service for such purpose. Parent, VMU and Virgin acknowledge that, based on current law, they do not believe that Parent or VMU is required to withhold any tax imposed by any tax jurisdiction with respect to the payment of the Payoff Amount to a Delaware corporation.

          (c) Each