SECOND AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT

Exhibit 99.5

Note: Certain material has been omitted from this Second Amended and Restated Trademark License Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. [*****] indicates omitted material. The omitted material has been filed separately with the Securities and Exchange Commission.

EXECUTION COPY

VIRGIN ENTERPRISES LIMITED

and

VIRGIN MOBILE USA, L.P.

THIS SECOND AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this Agreement ) is signed on July 27, 2009 (the Signing Date ),

BETWEEN

VIRGIN ENTERPRISES LIMITED (Company Number 01073929) a company incorporated in England whose registered office is at The School House, 50 Brook Green, London W6 7RR, England ( VEL ); and

VIRGIN MOBILE USA, L.P. , a Delaware limited partnership, with a principal place of business at 10 Independence Boulevard, Warren, New Jersey 07059 whose registered office in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America (the Licensee ) (VEL and the Licensee collectively the Parties and each a Party ).

RECITALS

     WHEREAS, VEL is the beneficial and title owner of the Marks (as defined below), and has agreed to grant the Licensee a license to use the Marks on the terms and conditions of this Agreement;

     WHEREAS, on October 4, 2001 the Parties entered into a trademark license agreement, (as amended, the Original Trademark License Agreement ) whereby VEL granted the Licensee the right to use the Marks in accordance with the terms and conditions set forth therein, and on October 16, 2007, the Parties amended and restated the Original Trademark License Agreement in its entirety (the Prior Agreement );

     WHEREAS, pursuant to amendment letter dated July 9, 2009 (the Amendment Letter ), the Parties further amended the Prior Agreement;

     WHEREAS, the Licensee has recently requested a license to use the Marks (in the form of the Names) to provide mobile Internet Access services to consumers via dongles, data cards or other wireless networking adaptors;

     WHEREAS, concurrently with the execution of this Agreement, Sprint Nextel Corporation ( Parent ), Sprint Mozart, Inc. and the Licensee are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement );

     WHEREAS, as a result of the transactions contemplated by the Merger Agreement, the Licensee will become a wholly-owned subsidiary of Parent, and Parent intends to benefit from the Licensee’s continued use of the licenses granted pursuant to this Agreement;

     WHEREAS, the Parties hereto desire to enter into this Agreement to modify the rights and obligations of the Parties under the Prior Agreement as set forth herein and with effect from the Effective Date (as defined below), and shall amend and restate and replace the Prior Agreement and the Amendment Letter in their entirety; and

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     WHEREAS, the Parties are entering into this Agreement concurrently with the execution and delivery of the Merger Agreement, it being acknowledged and agreed that the rights and obligations hereunder shall be conditioned upon the consummation of the Closing (as defined in the Merger Agreement).

     NOW THEREFORE, for the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

DEFINITIONS

1.1 In this Agreement, the Recital above and the Schedules and Exhibits to it, the following terms shall have the following meanings.

Accessories means those accessories listed in Schedule 3 and any others used in conjunction with Wireless Devices which are otherwise agreed in writing between the Parties;

Additional Customer Royalty has the meaning set forth in Clause 4.1.1;

Additional Customer Royalty Rate means, with respect to any Additional Customer Royalty, the product obtained by multiplying (x) US$0.50 by (y) the Cumulative CPI as of the date on which such Additional Customer Royalty is payable; provided , however , that in no event shall the Additional Customer Royalty Rate exceed $0.70;

Additional Name means any V Mark or other mark or logo which VEL permits the Licensee to use at the Licensee’s request pursuant to Clause 3.7;

Additional Site means any additional domain name incorporating a Mark, including those set forth in Schedule 4 which VEL permits the Licensee to use at the Licensee’s request pursuant to Clause 3.7;

Adjacent Services means any goods or services (i)(A) that are replacements or reasonable substitutes for Wireless Services or Wireless Devices currently offered or planned to be offered by the Licensee or Parent and its Affiliates or (B) for which Wireless Services or Wireless Devices that are currently offered or planned to be offered by the Licensee or Parent and its Affiliates are replacements or reasonable substitutes and (ii) either currently, or reasonably considered over time to have a material adverse impact on the sales of goods or services currently offered or planned to be offered by the Licensee or Parent and its Affiliates;

Adult Content means the provision of content and services that are specifically targeted to, and should only be able to be received by, customers over the age of 18;

Advertising Supported Services means advertising supported services in the form of (i) free airtime in return for the viewing of advertising; or (ii) mobile Content Services offered at free or reduced rates in return for the inclusion of interstitial advertising;

Affiliate means any entity, directly or indirectly, Controlling, Controlled by or under common Control with an entity;

Ancillary Wireless Devices means devices that include access to Wireless Services whose primary purpose or functionality is not to access, or is not reliant on access to, Wireless Services. For the avoidance of doubt, the definitions of “Ancillary Wireless Devices” and “Wireless Devices” are intended to be, and shall be construed as being, mutually exclusive;

Average Parent Stock Price has the meaning set forth in the Merger Agreement;

Branded Content Services means all

including location-based services related thereto, and whether transmitted in real time or not. For the avoidance of doubt, Branded Content Services shall exclude all Non-Branded Content Services;

Brand Values means the following values as represented and embodied by the Virgin brand and which reflect Virgin’s position as “the consumer’s champion”: (a) fun; (b) value for money; (c) quality; (d) innovative; (e) competitive challenge (to existing markets and monopolies); (f) brilliant customer service; and (g) straightforward, accessible, easy to use products and services;

Breaching Party has the meaning set forth in Clause 9.2;

Business Day means any day (excluding Saturdays and Sundays) on which the United States Postal Service is open for business;

Content Services means all Branded Content Services and Non-Branded Content Services;

Control means the power to vote more than 50% of an entity’s voting interests or ownership of more than 50% of an entity’s beneficial interests in income or capital;

CPI has the meaning set forth in Clause 4.1.2;

Cumulative CPI means, with respect to any date, the product of one (1) plus the rate of CPI inflation (whether positive or negative) for each of the full calendar years during the Term preceding such date;

Cure Period has the meaning set forth in Clause 9.2(b);

Customer Royalty Base has the meaning set forth in Clause 4.1.1;

Customer Royalty Threshold has the meaning set forth in Clause 4.1.1;

Customer Support Services means all support services, including information about Products and services, technical support, and billing assistance offered to current or prospective Wireless Customers by the Licensee (including without limitation through call centers and through the Licensee’s Site) in relation to the Licensed Activities;

Default has the meaning set forth in Clause 9.2;

Designated Officers has the meaning set forth in Clause 14.11(c);

[*****]

Dispute has the meaning set forth in Clause 14.11;

Effective Date means the date of the Effective Time (as defined in the Merger Agreement);

Escalation Request has the meaning set forth in Clause 14.11(c);

Excess Inflation Amount has the meaning set forth in Clause 4.1.2;

Extended Period has the meaning set forth in Clause 9.1.3;

Extended Period Royalty Cap means, with respect to any Extended Period, the product obtained by multiplying (x) five (5) by (y) the product obtained by multiplying US$6,000,000 by the Cumulative CPI as of the date on which the applicable amount is to be paid. For illustrative purposes, assuming a payment in the eighteenth year of the Term and a CPI rate of 2.5% in each year of the Term prior to such eighteenth year, the applicable payment amount would be calculated as follows: P = 5 x $6,000,000 x ((1+0.025) ¹⁷ );

Fixed Network means a public switched telecommunications system which supports the transfer of messages between fixed locations where the customer access to communications services has no wireless component but is solely over a fiberoptic, copper wiring or similar non-wireless fixed wiring to the customer’s premises;

Game Services means all video or personal computer games, online games of chance and/or skill and interactive entertainment game products;

Gross Sales means the total amount received by the Licensee in connection with the carrying on of the Licensed Activities and minus any such amounts that reflect surcharges levied on Wireless Customers for regulatory fees, taxes and administrative costs associated with any of the foregoing other than any such fees, taxes or administrative costs levied by the Licensee or any of its Affiliates which are not ultimately paid to a Third Party;

Information Services means services, and the content of services, provided by any person that involve solely the delivery of information, opinion or editorial material, including information relating to domestic and international news, movies, music, entertainment, television, radio, professional or participatory sports, leisure activities and interests, and U.S. city-based listing services covering local events, film, television, radio and local entertainment;

Integrated Action Team has the meaning set forth in Clause 14.11(a);

Initial Term has the meaning set forth in Clause 9.1;

Internet Access means the provision of a service aimed primarily at persons within the Territory that affords to subscribers of that service access to the Internet whether with or without other services;

Kiosk means any temporary, mobile cart or similar vehicle which is intended for use in shopping malls or similar retail environments, the primary purpose of which is the sale of Products (but which may also sell other generic, third-party or Affiliate wireless products and/or wireless accessories);

Law means any statute, law, ordinance, rule or regulation of any governmental entity;

Licensed Activities means those activities referred to in Clauses 3.1 and 3.3;

Licensee’s Site means the website located at the URL virginmobileusa.com and any successor websites thereto or any other website approved in writing in advance by VEL from time to time;

mark means a trademark, service mark or other indicator of source;

Marks means:

Messages mean any sign, signal, writing, image, sound, or intelligence of information of any nature capable of transmission by wireless telecommunications;

Messaging Services means (i) text or short messaging (SMS); (ii) instant messaging (IM); (iii) multimedia messaging (MMS), including but not limited to picture messaging; (iv) group or chat messaging services; (v) any means for the provision of an email or mobile phone number address to a person using the URL virginmobileusa.com or such other email address format as may be approved in advance by VEL; and (vi) a web subscriber address facility or other unified messaging application that allows persons to access any or all of the foregoing messaging services, in each case to enable persons to create, send and receive email, mobile media and/or messages; access and save email mobile media and/or messages and group lists; search email, mobile media and/or messages, manage electronic address books, and access other services incidental thereto; and (vii) other services that transfer Messages to or from persons via Wireless Services;

Music Content Services means all radio broadcasting services, publishing or performing and offering for download musical works, publishing or performing and offering for download music videos or being a recording label;

Names means the following names only: (a) Virgin Mobile USA; (b) Virgin Mobile; (c) VirginXL, Virgin XL and VXL, subject to Clause 3.5.1(b); (d) VirginXtras or Virgin Xtras, subject to Clause 3.5.1(b); (e) Virgin Alerts, subject to Clause 3.5.1(b); (f) Virgin Mobile Sugar Mama or Sugar Mama (for use solely in connection with Advertising Support Services); (g) any Additional Names; (h) Virgin Mobile Stash (for use solely in connection with Stored Value Cards); (i) VAM; (j) Virgin2Virgin, subject to Clause 3.5.1(b); (k) VM (solely in connection with Clause 3.1(o)); (l) the Virgin Signature instead of the word “Virgin” in any Name; (m) Virgin Mobile Broadband2Go; (n) Virgin Mobile LIFE; and (o) Studio V;

Negotiation Election Notice has the meaning set forth in Clause 3.4.3;

Non-Branded Content Services means:

Percentage Royalty Year means any year within a Phase Out Period;

Phase Out Period has the meaning set forth in Clause 4.1.3(b);

Phase Out Use means, with respect to any date or time, use of the Names (a) to market the Licensed Activities for six (6) months from such date or time at a level no greater than past practice and (b) to provide services to Wireless Customers of the Licensee for twenty four (24) months from such date or time;

Products means Wireless Devices, Accessories, Wireless Services, Stored Value Cards, Vouchers, Branded Content Services, Non-Branded Content Services, provision of access to Content Services, Internet Access, and Roaming Services, which in all instances other than with respect to Non-Branded Content Services, are branded with the Names;

Proposed Device Use has the meaning set forth in Clause 3.4.4;

Proposed Device Use Proposal has the meaning set forth in Clause 3.4.4;

Proposed Services License has the meaning set forth in Clause 3.4.3;

Proposed Services License Proposal has the meaning set forth in Clause 3.4.3;

Renewal Term has the meaning set forth in Clause 9.1.2;

Resolution Request has the meaning set forth in Clause 14.11(a);

Retail Activities means the sale of any Products (and at the Licensee’s option, other generic, third-party or Affiliate wireless products and/or wireless accessories) through: (a) the physical Retail Stores or Kiosks branded and owned or managed by Third Parties; (b) physical Retail Stores and Kiosks branded with the Names; and (c) the Internet, mail order or telesales, online and all other forms of direct sales routes;

Retail Store means any fixed, permanent retail establishment or environment (whether stand alone or forming a concession within a larger retail outlet, but not including Kiosks) the primary purpose of which is to sell Products or Affiliates’ products of the type covered in Products (but which may also sell other generic, third-party or Affiliate wireless products and/or wireless accessories);

Roaming Services means services offered to Wireless Customers by the Licensee which permit Wireless Customers to use their Wireless Devices outside the Territory through agreements with Third Party providers to access such Third Party’s equivalent services when outside of the Territory;

ROFR Negotiation Period has the meaning set forth in Clause 3.4.3;

Royalties means the payments described in Clause 4;

Second Initial Term has the meaning set forth in Clause 9.1.1;

Stored Value Card means a re-loadable, pre-paid debit or stored value card to be used by Wireless Customers for the purchase of goods and services, including Products, and may allow Wireless Customers to earn points or credits redeemable for Products;

subsidiary and holding company shall be construed in accordance with Section 736 of the Companies Act 1985;

Term has the meaning set forth in Clause 9.1;

Territory means the United States of America, the US Virgin Islands and Puerto Rico;

Third Party means any person or entity that is not a Party or an Affiliate of a Party to this Agreement;

TM Guidelines means the guidelines approved by VEL in relation to the permitted form, manner and context in which the Marks may be used, as amended from time to time, which include the Virgin Brand Book, the Little Red Book, the Direct Selling Guidelines, Outsourcing Guidelines, Offshore Guidelines set out in Exhibit A ;

V Mark means any mark that:

Value Added Services means all voicemail, caller identification, directory assistance, call forwarding, conference calling and digital mobile fax services, and any other services approved by VEL from time to time, in each case primarily to enhance Wireless Services;

Virgin Entity means any of:

Virgin Mobile Stash Card means a Stored Value Card branded with the Marks in the form of the Name “Virgin Mobile Stash” or other Name approved in advance by VEL;

Virgin Name means the name “Virgin”, including all translations or transliterations thereof, and any name consisting of the Virgin Name in combination with additional elements as a composite name in each case, other than any Names;

Virgin Signature means the “Virgin” signature set out in Schedule 2 and any future signature or design provided by VEL, including all translations or transliterations thereof, and any name consisting of the Virgin Signature in combination with additional elements as a composite name in each case, other than any Names;

Vouchers means physical or electronic vouchers or top-up cards for the payment for usage of Wireless Services or Content Services in the Territory;

Wireless Content Vending Platform means a portal the primary purpose of which is to distribute and access Content Services for use primarily on Wireless Devices. The portal may also offer such secondary versions of such Content Services for use other than on Wireless Devices such versions offering administrative, back-up, configuration and enhanced functionality.

Wireless Customer means a person who utilizes Wireless Services provided under and by reference to the Names and who remains a current customer of the Licensee at the relevant time;

Wireless Devices means multifunctional devices whose primary purpose or functionality is to access, or is primarily reliant on access to, Wireless Services (by way of example, but without limitation in any respect, mobile telephone handsets, smartphones, dongles/ air cards, netbooks, handheld electronic book reader such as the Amazon Kindle device, femtocell devices and future generations of such devices and does not include devices which are customarily primarily reliant on side loading as opposed to Wireless Services for their functionality such as laptops, or electronic book readers which do not have wireless access). For the avoidance of doubt, the definitions of “Ancillary Wireless Devices” and “Wireless Devices” are intended to be, and shall be construed as being, mutually exclusive;

Wireless Licensed Activities has the meaning set forth in Clause 3.4.5;

Wireless Network means a communications system that carries or is capable of carrying Messages via a wireless spectrum exclusively licensed by a governmental authority and where a segment of the connection between the customer’s access point to the system is wireless. For clarification, a Wireless Network (i) may include a fixed-wire back-haul including a public switched telecommunication network or any interconnection with a Third Party Fixed Network and (ii) is not intended to include a fixed-wire modem with a wifi network connected to the modem except to the extent they include femtocell capability provided that such femtocell capability involves the carriage of Messages via such wireless spectrum; and

Wireless Services means radio communication services comprising both one-way and two-way radio communication of Messages conducted through a Wireless Network.

ACKNOWLEDGEMENTS

GRANT

3.1 Exclusive License Grant

With effect from the Effective Date, in consideration of the Royalties and the covenants and undertakings contained in this Agreement, and subject to the provisions of Clauses 3.4 through 3.11 herein, VEL grants to the Licensee an exclusive (even as against VEL) license to use the Names in the Territory for the Term in accordance with the terms and conditions of this Agreement:

3.2 Additional Covenants.

3.3 Use of Virgin Name and Virgin Signature Alone

Subject to Clause 3.10, with effect from the Effective Date, in consideration of the Royalties and the covenants and undertakings contained in this Agreement, VEL grants to the Licensee an exclusive (even as against VEL) license to use the Virgin Name and/or the Virgin Signature on Wireless Devices (including on both the mobile device and liquid crystal display of such Wireless Devices) which are available via Parent’s Wireless Network in the Territory for the Term, on the terms and conditions of this Agreement.

3.5 Limitations on use of the Marks

3.6 No Use of Similar Names

Without limiting Clauses 3.1 through 3.3, but subject to Clauses 3.8(c) and 3.10, VEL undertakes not to license, use or permit any person to use any of the Names or marks confusingly similar thereto (but not including the Virgin Name or Virgin Signature) on or in relation to any goods or services in the Territory. For the avoidance of doubt, it shall not be a breach by VEL of this Agreement if a Third Party imports Wireless Devices bearing the Virgin Mobile name, Virgin Name or Virgin Signature into the Territory through distribution channels other than those authorised or intended by VEL or any Virgin Entity, provided that VEL is otherwise in compliance with Clause 6.1 hereunder.

3.7 Use of Additional Names and Additional Sites

in each case, other than the use of the Names as already permitted by this Agreement, it shall notify VEL and seek VEL’s consent in accordance with this Clause 3.7(a) prior to commencing use of the relevant mark. If VEL consents in VEL’s discretion (which VEL shall exercise reasonably, except in relation to a request under Clause 3.7(a)(iv), in which case VEL may withhold its consent at its absolute discretion) to the proposed use by the Licensee, it shall grant the Licensee by written notice to the Licensee a license to use the relevant mark on the terms and conditions applicable to the Names under this Agreement and the relevant mark shall, from the date of that grant, be deemed to be an “Additional Name” for the purposes of this Agreement;

3.8 Use on Internet and Similar Media

The Licensee acknowledges and agrees that: