0001193125-04-041922 Sample Contracts

FORM OF AMENDMENT TO THIRD AMENDED AND RESTATED SHAREHOLDERS AND NOTEHOLDERS AGREEMENT
Noteholders Agreement • March 15th, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec
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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec • Delaware

This FIRST AMENDMENT TO CREDIT AGREEMENT is dated as of January 13, 2004 (this “Amendment”) and entered into by and among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc., and General Motors Corporation (collectively, the “Parties,” and each, a “Party”).

Contract
Xm Satellite Radio Holdings Inc • March 15th, 2004 • Communications services, nec

Confidential treatment has been requested for portions of this contract. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this contract has been filed separately with the Securities and Exchange Commission.

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 15th, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec • Delaware

This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT is dated as of January 13, 2004 (this “Amendment”) and entered into by and among XM Satellite Radio Inc., XM Satellite Radio Holdings Inc., and OnStar Corporation (collectively, the “Parties,” and each, a “Party”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • March 15th, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT is dated as of January 13, 2004 (this “Amendment”) and entered into by and among OnStar Corporation, XM Satellite Radio Holdings Inc., and XM Satellite Radio Inc. (collectively the “Parties,” and each, a “Party”).

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