VIRGIN MOBILE AGREEMENT

Exhibit 10.9

Note: Material has been omitted from this Virgin Mobile Distribution Agreement pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. Material omitted has been replaced with an asterisk.

VIRGIN MOBILE AGREEMENT

This AGREEMENT (“Agreement”) is made effective April 24, 2002, (the “Effective Date”) by and between Virgin Mobile USA, LLC, a Delaware limited liability company (“Virgin Mobile”), and Virgin Entertainment Group, Inc., a Delaware company (“VEG”).

RECITALS

WHEREAS, Virgin Mobile provides mobile voice and data services in the United States using the “VIRGIN” brand and SPCS’s wireless telecommunications facilities; and

WHEREAS, Virgin Mobile is engaged in the business of selling consumer electronic products and related services in retail stores; and

WHEREAS, Virgin Mobile wishes to distribute its mobile voice and data services and equipment to customers through VEG; and

WHEREAS, VEG wishes to offer Virgin Mobile’s wireless equipment and services;

NOW, THEREFORE, AND IN CONSIDERATION of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Virgin Mobile agrees to pay its third party design agency for, and to provide at its sole cost, fixtures, displays, display merchandising collateral, and in-store signage for the Products to VEG, as agreed in writing by Virgin Mobile and VEG (“In-Store Merchandising Package”). As Virgin Mobile will pay for the creation of such Store Merchandising Package, Virgin Mobile shall own such In-Store Merchandising Package (except to the extent that such In-Store Merchandising Package contains the trademarks or trade names of VEG, which trademarks and trade names shall remain the sole and exclusive property of VEG). In the event that items of the In-Store Merchandising Package includes the trademarks or trade names of VEG, then use such items shall require the prior written approval of VEG, with such approval not be unreasonable withheld, as set forth in Section 23. Upon termination or expiration of this Agreement, VEG shall have the right to purchase the

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In-Store Merchandising Package at fair market value. In order to exercise such right to purchase the In-Store Merchandising Package at fair market value, VEG must provide written notice within thirty (30) days from the date of such termination or expiration stating its exercise of such right and must pay Virgin Mobile within sixty (60) days from such written notice. In the event that VEG does not provide such written notice to Virgin Mobile, VEG shall return the In-Store Merchandising Package within thirty (30) days from termination or expiration of this Agreement. During the term of this Agreement and following the termination or expiration of this Agreement, Virgin Mobile shall obtain the prior written consent of VEG in the event that Virgin Mobile wishes to use the In-Store Merchandising Package in the stores of the following entities: Best Buy Co., Inc., Target Corporation, Borders, Barnes and Noble, Tower Records, HMV, FYE, Wherehouse, or any other similar retail stores that are located within the same city as any Virgin Megastores at that time. In no event shall Virgin Mobile use any trademarks or trade names of VEG in connection with the In-Store Merchandising Package or otherwise, following the termination or expiration of this Agreement.

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(a) Virgin Mobile warrants that VEG shall, upon delivery of the Products to it, have good title to the Products. Virgin Mobile further represents and warrants that (i) it has all requisite power and authority to enter into this

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Agreement and to perform its obligations hereunder, and (ii) the Products and Virgin Mobile marks as provided in Section 23, do not, and use of the Products as set forth in the documentation accompanying the Product, will not, infringe any patent, trademark or other intellectual property rights of any third party, or otherwise violate any applicable law or regulation of any governmental body; provided that Virgin Mobile’s sole and exclusive obligation in the event of a breach by Virgin Mobile of the representations and warranties in this Section 22(a), and VEG’s sole and exclusive remedy in the event of such a breach, is set forth in Sections 22(d) and (e) and Section 24 below.

(b) VEG represents and warrants that it has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder provided that Virgin Mobile’s sole and exclusive obligation in the event of a breach by VEG of this representation and warranty, and VEG’s sole and exclusive remedy in the event of such a breach, is set forth in Sections 22(d) and (e) and 24 below.

(c) Except as set forth in Sections 22(a) and (b) above, neither party makes any warranty, express or implied, to the other (including without limitation any implied warranty of merchantability or fitness for a particular purpose).

(d) Each of VEG and Virgin Mobile agree to indemnify and hold harmless the other party and its directors, officers, employees and affiliates for any losses, claims, damages, costs and expenses (including reasonable attorneys fees) (collectively, “Losses”) arising out of or related to the breach by it of any representation, warranty or other agreement contained in this Agreement. In addition, Virgin Mobile agrees to indemnify and hold harmless VEG and its directors, officers, employees and affiliates for any Losses arising out of or related to any product liability claims, personal injury claims, product defect, or warranty claims, claims relating to Virgin Mobile’s collection or use of customer data, or similar claims by any third parties arising in connection with the sale or use of the Products.

(e) For the purposes hereof, the “Indemnifying Party” shall mean the party having indemnification obligations pursuant to Section 22(d) above, the “Indemnified Party” shall mean the Party and/or all applicable third parties being indemnified pursuant to Section 22(d) above, and “Indemnified Claims” shall mean those claims for which the Indemnified Party is to be indemnified pursuant to Section 22(d) above. In connection with any third party claims hereunder, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s expense in all reasonable respects in connection with the defense of any such third party claim. The Indemnifying Party may, upon notice to the Indemnified Party, unless it would present a conflict of interest, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to the Indemnified Party, and payment of all reasonably incurred expenses. If the Indemnifying Party undertakes to control the claim, the Indemnified Party shall have the right to employ separate counsel to provide input into the defense, at the Indemnified Party’s own cost. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payments made or Losses suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates. Neither the Indemnifying Party nor the Indemnified Party shall settle any claim or action, or make any statement or admission of guilt or wrong-dong with respect to the other party, under this Section 22 without first obtaining the other party’s prior written permission, which permission shall not be unreasonably withheld.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

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Schedule 1

Illustration of Space

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Schedule 2

Virgin Mobile’s Return Policy

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Schedule 3

Virgin Mobile’s and VEG’s

Trademark Policy and Guidelines

To be mutually agreed upon in writing by the parties and attached hereto.

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Schedule 4

States with Usage and Sales Taxes

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Schedule 5

VEG’s Customer Return Policy

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FIRST AMENDMENT TO VIRGIN MOBILE AGREEMENT

This First Amendment to Virgin Mobile Agreement (“Amendment”), dated as of June 10, 2002, is made to the Virgin Mobile Agreement (the “Agreement”) effective April 24, 2002 by and between Virgin Mobile USA, LLC, a Delaware limited liability company, and Virgin Entertainment Group, Inc., a Delaware corporation.

The parties hereto agree as follows:

1. Capitalized terms not defined in this Amendment are defined in the Agreement.

2. The following sentences are inserted after the second to last sentence of Section 20 of the Agreement:

For the avoidance of doubt, the term “sell digital music products” as used in the preceding sentence shall not include (i) transactions involving physical products, such as the sale of compact discs containing music in a digital format or (ii) transactions that do not involve a sale, such a the transmission of music clips through mobile handsets on a promotional basis or otherwise where the mobile handset user is not charged a fee for such transmission other than airtime charges. VEG’s right of negotiation with respect to the sale of digital music products shall not apply to any negotiations or agreements by Virgin Mobile with MTV Networks, a division of Viacom International Inc., a Delaware corporation, and its affiliates.

3. In case of a conflict between the terms of the Agreement and this Amendment, this Amendment will control. All other terms and conditions of the Agreement will remain in full force and effect.

In witness hereof, the parties have executed this Amendment as of the date first written above.

SECOND AMENDMENT TO VIRGIN MOBILE AGREEMENT

SECOND AMENDMENT (this “Amendment”) made effective as of June __, 2007 (the “Amendment Effective Date”), by and between Virgin Entertainment Group, Inc., a Delaware corporation (“VEG”) and Virgin Mobile USA, LLC, a Delaware limited liability company (“Virgin Mobile”), amends the Virgin Mobile Agreement, dated as of April 24, 2002 by and between VEG and Virgin Mobile, as amended by the First Amendment to the Virgin Mobile Agreement, dated June __, 2002 (the “Distribution Agreement”). Capitalized terms not defined in this Amendment are defined in the Distribution Agreement.

RECITALS

WHEREAS, VEG and Virgin Mobile are parties to the Distribution Agreement; and

WHEREAS, the parties desire to amend the Distribution Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Exclusivity. Effective as of the Amendment Effective Date, Section 9 of the Distribution Agreement shall be amended and restated as follows:

“9. Exclusivity. During the term of this Agreement, VEG shall not offer any mobile phone terminal handsets other than the Products and mobile phone terminal handsets primarily branded with the “Sprint Nextel” mark.”

SECTION 2. Term of the Distribution Agreement. Effective as of April 24, 2005, Section 24 of the Distribution Agreement shall be amended by deleting the first and second sentence in its entirety and inserting in lieu thereof the following:

“The term of this Agreement will begin on the Effective Date and will continue through December 31, 2007, and thereafter shall be continually renewed on a month-to-month basis, unless terminated as set forth herein. Either party may terminate this Agreement: (i) upon thirty (30) days’ advance written notice to the other party if the other party fails to perform or observe any material term or condition of, or breaches any warranty or representation contained in, this Agreement and this failure is not cured within such notice period (or, upon delivery of such notice, if such failure to perform or breach arises under Sections 23 (Trademarks) or 26 (Confidentiality) and is incapable of being cured or is otherwise incapable of being cured); (ii) immediately by written notice if the other party becomes insolvent, or becomes involved in a liquidation or termination of

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its business, or is adjudicated bankrupt, or becomes involved in an assignment of its assets for the benefit of its creditors; or (iii) upon the end of the then-current term on at least thirty (30) days’ advance written notice to the other party.”

SECTION 3. Representations and Warranties. Each of the parties hereto represents and warrants that such party has the power and authority to enter into this Amendment and to fully perform its obligations hereunder.

SECTION 4. Miscellaneous.

(a) In all other respects, the Distribution Agreement as previously in effect is ratified and confirmed, and the Distribution Agreement, as amended, continues in full force and effect.

(b) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.

(c) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

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