Common use of New End User Credits Clause in Contracts

New End User Credits. A. Subject to the conditions set forth below in this Section 1.14, VMU is eligible to receive “New End User Credits” equal to $2.50 for: (i) each new End User that VMU activates under the Agreement (pursuant to Sprint PCS’ reporting systems) from the first day of the first calendar month following the effective date of the Acquisition Agreement through December 31, 2009 (“Eligibility Period”), and (ii) each new end user customer that Helio activates under the Helio Agreement from the first day of the first calendar month following the effective date of the Acquisition Agreement through the Acquisition Closing Date. Notwithstanding the foregoing, in no event shall the total amount of New End User Credits exceed $10,000,000. B. During the time period between the effective date of the Acquisition Agreement up to and including the Acquisition Closing Date (“Interim Period”) all New End User Credits will be accrued and held by Sprint PCS. If (i) VMU is not past due on any undisputed amounts (in accordance with Section 7.6 of the PCS Services Agreement) owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order) no later than forty-five (45) days following the Acquisition Closing Date, and (ii) Helio is not past due on any undisputed amounts owed Sprint PCS under Helio’s wholesale services agreement with Sprint PCS as of the Acquisition Closing Date, the total of the New End User Credits accrued by Sprint PCS during the Interim Period will be issued to VMU’s next available invoice following the date conditions (i) and (ii) are met. If conditions (i) and (ii) in the Sprint PCS / Virgin Mobile USA Confidential Information 8 immediately preceding sentence are not met, VMU will not be eligible to receive the New End User Credits accrued by Sprint PCS during the Interim Period. For avoidance of doubt, if VMU is not eligible to receive New End User Credits accrued during the Interim Period, such New End User Credits will not be included in the $10,000,000 cap described in Section 1.14(A) above. Disputes regarding this Section1.14(B) are to be handled in accordance with standard dispute resolution procedures contained in Section 17 of the PCS Services Agreement. C. Following the Interim Period and during the remainder of the Eligibility Period, Sprint will calculate New End User Credits at the end of each ▇▇▇▇ cycle for new End Users activated during the just-completed ▇▇▇▇ cycle (except for new End Users activated during the Interim Period), and no later than five (5) days following the Due Date for such ▇▇▇▇ cycle, if VMU is not past due on any undisputed amounts owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order), VMU is eligible to receive the New End User Credits calculated by Sprint at the end of such ▇▇▇▇ cycle. If VMU is eligible to receive New End User Credits as described in the immediately preceding sentence, Sprint PCS will apply such New End User Credits to VMU’s next available invoice that corresponds with such ▇▇▇▇ cycle (e.g., ▇▇▇▇ cycle 1 or ▇▇▇▇ cycle 19). If VMU is not eligible to receive any New End User Credits as described herein, such credits will not be included in the $10,000,000 cap described in Section 1.14(A) above.

New End User Credits. A. Subject to the conditions set forth below in this Section 1.141.13, VMU is eligible to receive “New End User Credits” equal to $2.50 for: (i) each new End User that VMU activates under the Agreement (pursuant to Sprint PCS’ reporting systems) from the first day of the first calendar month following the effective date of the Acquisition Agreement through December 31, 2009 (“Eligibility Period”), and (ii) each new end user customer that Helio activates under the Helio Agreement from the first day of the first calendar month following the effective date of the Acquisition Agreement through the Acquisition Closing Date. Notwithstanding the foregoing, in no event shall the total amount of New End User Credits exceed $10,000,000. B. During the time period between the effective date of the Acquisition Agreement up to and including the Acquisition Closing Date (“Interim Period”) all New End User Credits will be accrued and held by Sprint PCS. If (i) VMU is not past due on any undisputed amounts (in accordance with Section 7.6 of the PCS Services Agreement) owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order) no later than forty-five (45) days following the Acquisition Closing Date, and (ii) Helio is not past due on any undisputed amounts owed Sprint PCS under Helio’s wholesale services agreement with Sprint PCS as of the Acquisition Closing Date, the total of the New End User Credits accrued by Sprint PCS during the Interim Period will be issued to VMU’s next available invoice following the date conditions (i) and (ii) are met. .. If conditions (i) and (ii) in the Sprint PCS / Virgin Mobile USA Confidential Information 8 immediately preceding sentence are not met, VMU will not be eligible to receive the New End User Credits accrued by Sprint PCS during the Interim Period. For avoidance of doubt, if VMU is not eligible to receive New End User Credits accrued during the Interim Period, such New End User Credits will not be included in the $10,000,000 cap described in Section 1.14(A1.13(A) above. Disputes regarding this Section1.14(BSection1.13(B) are to be handled in accordance with standard dispute resolution procedures contained in Section 17 of the PCS Services Agreement. C. Following the Interim Period and during the remainder of the Eligibility Period, Sprint will calculate New End User Credits at the end of each ▇▇▇▇ cycle for new End Users activated during the just-completed ▇▇▇▇ cycle (except for new End Users activated during the Interim Period), and no later than five (5) days following the Due Date for such ▇▇▇▇ cycle, if VMU is not past due on any undisputed amounts owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order), VMU is eligible to receive the New End User Credits calculated by Sprint at the end of such ▇▇▇▇ cycle. If VMU is eligible to receive New End User Credits as described in the immediately preceding sentence, Sprint PCS will apply such New End User Credits to VMU’s next available invoice that corresponds with such ▇▇▇▇ cycle (e.g., ▇▇▇▇ cycle 1 or ▇▇▇▇ cycle 19). If VMU is not eligible to receive any New End User Credits as described herein, such credits will not be included in the $10,000,000 cap described in Section 1.14(A1.13(A) above.. 9th Amendment Sprint PCS / Virgin Mobile USA Confidential Information 14