0000950123-11-002367 Sample Contracts

COLLATERAL AGREEMENT made by SIRIUS XM RADIO INC. and certain of its Subsidiaries to and in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of January 12, 2011
Collateral Agreement • January 12th, 2011 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

COLLATERAL AGREEMENT, dated as of January 12, 2011, made by each of the signatories hereto other than the Collateral Agent and Trustee referred to below (together with any other entity that may become a party hereto as provided herein, the “Grantors”), to and in favor of U.S. Bank National Association, as Collateral Agent for the ratable benefit of the Secured Parties, and accepted and agreed to by U.S. Bank National Association as the Trustee (as defined below) and each other Authorized Representative for any Additional Secured Debtholder from time to time party hereto.

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Contract
Supplemental Indenture • January 12th, 2011 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

SUPPLEMENTAL INDENTURE, dated as of January 12, 2011, among XM SATELITE RADIO INC., a Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (the “Successor”), SIRIUS ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Successor (“Asset Management”), SATELLITE CD RADIO, INC., a Delaware corporation and direct wholly-owned subsidiary of the Successor (“CD Radio” and, together with Asset Management, the “Additional Guarantors”), the other Guarantors and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms that are not defined herein shall have the meanings assigned to them in the Indenture (defined below).

Contract
Third Supplemental Indenture • January 12th, 2011 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of January 12, 2011, among XM SATELITE RADIO INC., a Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (the “Successor”), SIRIUS ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Successor (“Asset Management”), SATELLITE CD RADIO, INC., a Delaware corporation and direct wholly-owned subsidiary of the Successor (“CD Radio” and, together with Asset Management, the “Additional Guarantors”), the other Guarantors and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”). Capitalized terms that are not defined herein shall have the meanings assigned to them in the Indenture (defined below).

Contract
Supplemental Indenture • January 12th, 2011 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

SUPPLEMENTAL INDENTURE, dated as of January 12, 2011, among XM SATELITE RADIO INC., a Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (the “Successor”), SIRIUS ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Successor (“Asset Management”), SATELLITE CD RADIO, INC., a Delaware corporation and direct wholly-owned subsidiary of the Successor (“CD Radio” and, together with Asset Management, the “Additional Guarantors”), the other Guarantors and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”). Capitalized terms that are not defined herein shall have the meanings assigned to them in the Indenture (defined below).

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