Third Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. andVirgin Mobile USA, L.P.

Exhibit 10.2

Third Amendment to Amended and Restated PCS Services Agreement

Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.

This Third Amendment (“Third Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). Capitalized terms not defined in this Third Amendment are defined in the PCS Services Agreement.

“Actual Voice/SMS/Data Amounts” means the total of all amounts invoiced to VMU under the PCS Services Agreement on an Invoice for each of the 2008 bill cycles set forth in the table in Section 1.c.1 below for Voice/SMS/Data Usage including credits or debits related to disputed charges or billing errors for Voice/SMS/Data Usage that are typically included on the “True-Up Statement” VMU receives as part of the supporting documentation for each invoice, which does not include the Additional Amounts.

“Additional Amounts” means (i) any amounts invoiced or credited to VMU that are associated with the difference between the actual Cost of Service formulas and rates charged to VMU as described in Sections 7.2.1(b), 7.2.2(b) and 7.2.3(b) of the PCS Services Agreement, (ii) amounts invoiced to VMU for any Customized Service, (iii) royalty payment amounts, (iv) Late Payment Fees, (v) any unique amounts invoiced to VMU for which pricing is not described in Schedules 1.0, 1.1 or 1.2 to the PCS Services Agreement, (vi) any revenue from end users that VMU acquires from any entity that resells or resold wireless services purchased from Sprint PCS to such end users, or (vii) any credits invoiced to VMU that are not directly related to disputed charges or billing errors for Voice/SMS/Data Usage;

“Invoice” means the applicable monthly electronic invoice, each dated the 1^st day of the calendar month following the just-completed calendar month/bill cycle, for “Ancillary Charges”, “Current Activity Charges”, “Adjustments” (where applicable), identified as such on the Invoice, and any other charges for services included on such electronic invoice that have not been previously applied to VMU’s account, and including credits or debits that are included on the True-Up Statement in the ordinary course of business consistent with past practice between VMU and Sprint PCS;

“Late Payment Fees” means interest on amounts not paid to Sprint PCS by the applicable Due Date as described in Section 7.5 of the PCS Services Agreement;

“Remaining 2008 Bill Cycles” means the nine (9) consecutive bill cycles commencing with the April 1, 2008 through April 30, 2008 bill cycle; and

“Voice/SMS/Data Usage” means (i) voice and data usage for airtime services billed in minutes of use as described in Schedule 1.0 to the PCS Services Agreement (including toll, unbilled local

toll, Roaming, Roaming toll and travel MOUs), (ii) directory assistance and operator services billed to VMU as described in Schedule 1.0, (iii) SMS usage billed by number of messages as described in Schedule 1.1 to the PCS Services Agreement, (iv) 3G Data Transport service billed by number of MB usage as described in Schedule 1.2 to the PCS Services Agreement, and (v) ADC codes, if applicable, as described in Section 2.14 of the PCS Services Agreement.

Virgin Mobile USA, LLC, Virgin Entertainment Holdings, Inc. and Sprint Spectrum, LP, dated as of July 19, 2006, as amended, from $75 million to $100 million, by June 30, 2008, which will remain at $100 million or higher for the remainder of calendar year 2008.

IN WITNESS HEREOF, the parties have executed this Third Amendment as of the dates indicated below.