CREDIT AGREEMENT dated as of June 26, 2008 among XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC., The Lenders Party Hereto, and UBS AG, STAMFORD BRANCH as Administrative Agent UBS SECURITIES LLC as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
CREDIT AGREEMENT dated as of June 26, 2008 (this “Agreement”), among XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC., the LENDERS party hereto, UBS AG, STAMFORD BRANCH, as Administrative Agent and UBS SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger (the “Arranger”).
AGREEMENTAgreement • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
AGREEMENT (the “Agreement”), dated as of June 26, 2008, by and among XM Satellite Radio Holdings Inc. (the “Issuer”) and the undersigned institutions, severally, but not jointly and severally (each such institution, a “Holder” and collectively, all such institutions, the “Holders”), solely for purposes of Section 21, Brown Rudnick LLP (“Brown Rudnick”), and solely for purposes of Section 22, Sirius Satellite Radio Inc. (“Sirius”). For purposes hereof, all references in this Agreement to Holders shall mean, as of any date of determination, those Holders or parties, as the case may be, that on or before such date of determination executed and delivered a counterpart signature page to this Agreement prior to the Effective Date (as hereinafter defined) substantially in the form attached as Exhibit A hereto, together with any transferee of Bonds (as hereinafter defined) beneficially owned by such Holders that pursuant to Section 5 hereof executed and delivered a joinder signature page to th
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
CONSENT AND AMENDMENT AGREEMENT (this “Consent”), dated as of July 10, 2008, by and among XM Satellite Radio Holdings Inc. (the “Issuer”) and the undersigned institutions, severally, but not jointly and severally (each such institution, a “Holder” and collectively, all such institutions, the “Holders”). For purposes hereof, all references in this Consent to Holders shall mean, as of any date of determination, those Holders or parties, as the case may be, that on or before such date of determination executed and delivered a counterpart signature page to this Consent substantially in the form attached as Exhibit A hereto, together with any transferee of Bonds (as hereinafter defined) beneficially owned by such Holders that have executed and delivered a joinder signature page to this Consent.
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
FIRST AMENDMENT dated as of June 26, 2008 (this “Amendment”) to the Intercreditor Agreement dated as of May 5, 2006 (as amended hereby and as further amended, restated, supplemented or otherwise modified from time to time (the “Intercreditor Agreement”)), by and among THE BANK OF NEW YORK, in its capacity as collateral agent under that certain (i) FCC Intercreditor Agreement and (ii) GSA Intercreditor Agreement, including its successors and assigns from time to time (the “Collateral Agent”), JPMORGAN CHASE BANK, N.A. (“JPM”), in its capacity as administrative agent under the Revolving Credit Agreement (as defined below), including its successors and assigns from time to time (the “Administrative Agent”), JPM, as New Collateral Agent for the secured parties under the Collateral Agency Agreement (each as hereinafter defined) and GENERAL MOTORS CORPORATION (“GM”), including their successors and assigns from time to time (collectively, the “Second Lien Lenders”), and acknowledged and agree
THIRD AMENDMENTThird Amendment • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
This Third Amendment (this “Third Amendment”), dated as of May 21, 2008, is among XM Satellite Radio Inc. (the “Borrower”), XM Satellite Radio Holdings Inc. (“Holdings”), the undersigned lenders party to the Credit Agreement referred to below (the “Lenders”) and the Administrative Agent party to the Credit Agreement referred to below.
FOURTH AMENDMENTFourth Amendment • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
This Fourth Amendment to the Credit Agreement referred to below and first amendment to the Guarantee Agreement referred to below (this “Fourth Amendment”), dated as of June 26, 2008, is among XM Satellite Radio Inc. (the “Borrower”), XM Satellite Radio Holdings Inc. (“Holdings”), the undersigned lenders party to the Credit Agreement referred to below, the Administrative Agent party to the Credit Agreement referred to below, and the Subsidiary Loan Parties party to the Guarantee Agreement referred to below.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • Virginia
THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this “Amendment”) by and among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc. (collectively with XM Satellite Radio Holdings Inc., “XM”), and Gary Parsons (the “Employee”), is made as of June 26, 2008.
