On July 9, 2009, Virgin Mobile USA, L.P. ("Virgin Mobile USA"), operating company of Virgin Mobile USA, Inc., executed an Amendment Letter (the "Letter") to its Amended and Restated Trademark License Agreement (the "Agreement") with Virgin Enterprises Limited ("VEL").

Pursuant to the Letter, VEL has granted Virgin Mobile USA the exclusive right to use the "Virgin Mobile," "Virgin Mobile USA" and "Virgin Mobile Broadband2Go" names (the "Names") in relation to Virgin Mobile USA's marketing of certain mobile Internet access services. The Letter provides that such services will be exclusively marketed to non-corporate customers and potential non-corporate customers within its operating territory. Virgin Mobile USA has agreed to pay VEL a quarterly royalty in exchange for the right to use the Names, which is not subject to the royalty cap set forth in Section 4.1 of the Agreement.

The Letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.        Description of Exhibit
10.1               Amendment Letter, executed July 9, 2009, to Amended and Restated
                   Trademark License Agreement between Virgin Mobile USA, L.P. and
                   Virgin Enterprises Limited.