0000950123-08-008000 Sample Contracts

WAIVER AND LETTER AGREEMENT
Waiver and Letter Agreement • July 17th, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York

WAIVER AND LETTER AGREEMENT, dated as of July 14, 2008 (this “Agreement”), by and among XM Satellite Radio Inc., a Delaware corporation (“XM Inc.” or the “Company”), XM Satellite Radio Holdings Inc. (“XM Holdings”), the undersigned beneficial owners (or investment managers or advisors with authority for the beneficial owners) of the Notes (as defined below) identified on Schedule A to this Agreement on the date of this Agreement (each a “Beneficial Noteholder” and collectively, the “Beneficial Noteholders”).

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