Exhibit 4.42



 Exhibit 4.42 
  
 XM SATELLITE RADIO HOLDINGS INC. 
 ISSUER 
 $            

  
 INDENTURE 
 Dated as of             ,
             
  
 [                    ] 
 Trustee 
  









 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


		
	 ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
	 Section 1.01.
	  	 Definitions
	  	1
	 Section 1.02.
	  	 Other Definitions
	  	4
	 Section 1.03.
	  	 Incorporation by Reference of Trust Indenture Act
	  	4
	 Section 1.04.
	  	 Rules of Construction
	  	5
	 ARTICLE 2. THE SECURITIES
	  	5
	 Section 2.01.
	  	 Issuable in Series
	  	5
	 Section 2.02.
	  	 Establishment of Terms of Series of Securities
	  	5
	 Section 2.03.
	  	 Execution and Authentication
	  	7
	 Section 2.04.
	  	 Registrar and Paying Agent
	  	8
	 Section 2.05.
	  	 Paying Agent to Hold Money in Trust
	  	8
	 Section 2.06.
	  	 Securityholder Lists
	  	8
	 Section 2.07.
	  	 Transfer and Exchange
	  	9
	 Section 2.08.
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	9
	 Section 2.09.
	  	 Outstanding Securities
	  	9
	 Section 2.10.
	  	 Treasury Securities
	  	10
	 Section 2.11.
	  	 Temporary Securities
	  	10
	 Section 2.12.
	  	 Cancellation
	  	10
	 Section 2.13.
	  	 Defaulted Interest
	  	10
	 Section 2.14.
	  	 Global Securities
	  	11
	 Section 2.15.
	  	 CUSIP Numbers
	  	11
	 ARTICLE 3. REDEMPTION AND PREPAYMENT
	  	12
	 Section 3.01.
	  	 Notices to Trustee
	  	12
	 Section 3.02.
	  	 Selection of Securities to Be Redeemed
	  	12
	 Section 3.03.
	  	 Notice of Redemption
	  	12
	 Section 3.04.
	  	 Effect of Notice of Redemption
	  	13
	 Section 3.05.
	  	 Deposit of Redemption Price
	  	13
	 Section 3.06.
	  	 Securities Redeemed in Part
	  	14
	 ARTICLE 4. COVENANTS
	  	14
	 Section 4.01.
	  	 Payment of Securities
	  	14
	 Section 4.02.
	  	 Compliance Certificate
	  	14
	 Section 4.03.
	  	 Taxes
	  	14
	 Section 4.04.
	  	 Corporate Existence
	  	14
	 ARTICLE 5. SUCCESSORS
	  	15
	 Section 5.01.
	  	 Merger, Consolidation or Sale of Assets
	  	15
	 Section 5.02.
	  	 Successor Corporation Substituted
	  	15
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  	15
	 Section 6.01.
	  	 Events of Default
	  	15
	 Section 6.02.
	  	 Acceleration
	  	16
	 Section 6.03.
	  	 Other Remedies
	  	17
	 Section 6.04.
	  	 Waiver of Past Defaults
	  	17
	 Section 6.05.
	  	 Control by Majority
	  	17
	 Section 6.06.
	  	 Limitation on Suits
	  	17
	 Section 6.07.
	  	 Rights of Holders of Securities to Receive Payment
	  	18
	 Section 6.08.
	  	 Collection Suit by Trustee
	  	18
	 Section 6.09.
	  	 Trustee May File Proofs of Claim
	  	18
	 Section 6.10.
	  	 Priorities
	  	18
	 Section 6.11.
	  	 Undertaking for Costs
	  	19

  

 - i - 









					
	 ARTICLE 7 TRUSTEE
	  	19
	 Section 7.01.
	  	 Duties of Trustee
	  	19
	 Section 7.02.
	  	 Rights of Trustee
	  	20
	 Section 7.03.
	  	 Individual Rights of Trustee
	  	20
	 Section 7.04.
	  	 Trustee’s Disclaimer
	  	20
	 Section 7.05.
	  	 Notice of Defaults
	  	21
	 Section 7.06.
	  	 Reports by Trustee to Holders of the Securities
	  	21
	 Section 7.07.
	  	 Compensation and Indemnity
	  	21
	 Section 7.08.
	  	 Replacement of Trustee
	  	22
	 Section 7.09.
	  	 Successor Trustee by Merger, etc.
	  	22
	 Section 7.10.
	  	 Eligibility; Disqualification
	  	22
	 Section 7.11.
	  	 Preferential Collection of Claims Against Company
	  	23
	 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	23
	 Section 8.01.
	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	23
	 Section 8.02.
	  	 Legal Defeasance and Discharge
	  	23
	 Section 8.03.
	  	 Covenant Defeasance
	  	23
	 Section 8.04.
	  	 Conditions to Legal or Covenant Defeasance
	  	24
	 Section 8.05.
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	25
	 Section 8.06.
	  	 Repayment to Company
	  	25
	 Section 8.07.
	  	 Reinstatement
	  	26
	 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
	  	26
	 Section 9.01.
	  	 Without Consent of Holders of Securities
	  	26
	 Section 9.02.
	  	 With Consent of Holders of Securities
	  	26
	 Section 9.03.
	  	 Compliance with Trust Indenture Act
	  	28
	 Section 9.04.
	  	 Revocation and Effect of Consents
	  	28
	 Section 9.05.
	  	 Notation on or Exchange of Securities
	  	28
	 Section 9.06.
	  	 Trustee to Sign Amendments, etc.
	  	28
	 ARTICLE 10 MISCELLANEOUS
	  	28
	 Section 10.01.
	  	 Trust Indenture Act Controls
	  	28
	 Section 10.02.
	  	 Notices
	  	29
	 Section 10.03.
	  	 Communication by Holders of Securities with Other Holders of Securities
	  	29
	 Section 10.04.
	  	 Certificate and Opinion as to Conditions Precedent
	  	29
	 Section 10.05.
	  	 Statements Required in Certificate or Opinion
	  	30
	 Section 10.06.
	  	 Rules by Trustee and Agents
	  	30
	 Section 10.07.
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	30
	 Section 10.08.
	  	 Governing Law
	  	30
	 Section 10.09.
	  	 No Adverse Interpretation of Other Agreements
	  	30
	 Section 10.10.
	  	 Successors
	  	30
	 Section 10.11.
	  	 Severability
	  	31
	 Section 10.12.
	  	 Counterpart Originals
	  	31
	 Section 10.13.
	  	 Table of Contents, Headings, etc.
	  	31

  

 - ii - 








 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture
 Act
Section

	  	Indenture Section


	 310 (a)(1)
	  	      7.10
	 (a)(2)
	  	      7.10
	 (a)(3)
	  	      N.A.
	 (a)(4)
	  	      N.A.
	 (a)(5)
	  	      7.10
	 (b)
	  	      7.10
	 (c)
	  	      N.A.
	 311 (a)
	  	      7.11
	 (b)
	  	      7.11
	 (c)
	  	      N.A.
	 312 (a)
	  	      2.06
	 (b)
	  	    10.03
	 (c)
	  	      10.03
	 313 (a)
	  	      7.06
	 (b)(1)
	  	      N.A.
	 (b)(2)
	  	      7.07
	 (c)
	  	      7.06;10.02
	 (d)
	  	      7.06
	 314 (a)
	  	      4.03;10.02
	 (b)
	  	      N.A.
	 (c)(1)
	  	      10.04
	 (c)(2)
	  	      10.04
	 (c)(3)
	  	      N.A.
	 (d)
	  	      N.A.
	 (e)
	  	      10.05
	 (f)
	  	      N.A.
	 315 (a)
	  	      7.01
	 (b)
	  	      7.05;10.02
	 (c)
	  	      7.01
	 (d)
	  	      7.01
	 (e)
	  	      6.11
	 316 (a) (last sentence)
	  	      2.10
	 (a)(1)(A)
	  	      6.05
	 (a)(1)(B)
	  	      6.04
	 (a)(2)
	  	      N.A.
	 (b)
	  	      6.07
	 (c)
	  	      2.13
	 317 (a)(1)
	  	      6.08
	 (a)(2)
	  	      6.09
	 (b)
	  	      2.05
	 318 (a)
	  	      10.01
	 (b)
	  	      N.A.
	 (c)
	  	      10.01

  
 N.A. means not applicable.

  

	*	This Cross Reference Table is not part of the Indenture. 

  









 INDENTURE dated as of
                     between XM Satellite Radio Holdings Inc., a Delaware corporation (the “Company”), and
                    , as trustee (the “Trustee”). 
  
 The Company and the Trustee agree as follows for the benefit of each other and for equal and ratable benefit of the Holders of the
Securities issued under this Indenture (the “Securities”). 
  
 ARTICLE 1. 
  
 DEFINITIONS AND INCORPORATION BY
REFERENCE 
  
 Section 1.01. Definitions. 
  
 Certain terms used herein and not defined herein shall have the meanings
assigned to them in a Board Resolution, an Officer’s Certificate or a supplemental Indenture. The following terms shall have the following meanings: 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used
with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

  
 “Board of Directors” means the Board of Directors of
the Company, or any authorized committee of the Board of Directors. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the Trustee. 
  
 “Business Day” means any day other than a Legal Holiday. 
  
 “Clearstream” means Clearstream Bank, S.A. 
  
 “Company” means XM Satellite Radio Holdings Inc., and any and all successors thereto. 
  
 “Company Order” means a written order signed in the name of the
Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
  
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 10.02 hereof or such other address as to
which the Trustee may give notice to the Company. 
  
 “Custodian” means the Trustee, as Custodian with respect to the Securities in global form, or any successor entity thereto. 
  
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
  









 “Definitive Security” means a certificated Security registered in the name of the Holder
thereof and issued in accordance with Section 2.07 hereof, substantially in the form of Exhibit A hereto except that such Security shall not bear the Global Security Legend and shall not have the “Schedule of Exchanges of Interests in the
Global Security” attached thereto. 
  
 “Depositary”
means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary
hereunder and having become such pursuant to the applicable provision of this Indenture. 
  
 “Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.02. 
  
 “ECU” means the European Currency Unit
as determined by the Commission of the European Union. 
  
 “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear system. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Foreign Currency” means any currency or currency unit issued by a government other than the government of The
United States of America. 
  
 “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date hereof. 
  
 “Global Security Legend” means the legend set forth in Section 2.14(3), which is required to be placed on all
Global Securities issued under this Indenture. 
  
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 
  
 “Guarantee” means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof),
of all or any part of any Indebtedness. The term “Guarantor” shall mean any Person Guaranteeing any obligation. 
  
 “Holder” means a Person in whose name a Security is registered. 
  
 “Indebtedness” means with respect to any specified Person, any indebtedness of such Person, whether or not
contingent, in respect of borrowed money, bonds, notes, debentures or similar instruments or letters of credit, banker’s acceptances, or the balance deferred and unpaid of the purchase price of any property except any such balance that
constitutes an accrued expense or trade payable. 
  
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
  
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant. 
  
 “Legal Holiday” means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
  

 - 2 - 








 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction). 
  
 “Maturity,” when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the stated maturity or by declaration of acceleration, call for
redemption, notice of option to elect repayment or otherwise. 
  
 “Obligation” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
  
 “Offering” means the offering of the Securities by the Company.

  
 “Officer” means, with respect to any Person, the
Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
  
 “Officers’ Certificate” means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 10.04
hereof. 
  
 “Opinion of Counsel” means an opinion from
legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 10.04 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
  
 “Participant” means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company, or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or
business). 
  
 “Responsible Office” with respect to the
Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities” has the meaning assigned to it in the preamble to this
Indenture. 
  
 “Securities Act” means the Securities Act
of 1933, as amended. 
  
 “Series” or “Series of
Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof. 
  
 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 
  

 - 3 - 








 “Subsidiary” means, with respect to any Person: 
  

	 	(1)	any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


  

	 	(2)	any partnership: 

  
 (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person; or 
  
 (b) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof). 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. 
  
 “Trustee” means the party named as such above until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act. 
  
 Section 1.02. Other Definitions. 
  

			
	 Term

	  	 Defined
 in Section


	“Covenant Defeasance”	  	8.03
	“Event of Default”	  	6.01
	“Legal Defeasance”	  	8.02
	“Paying Agent”	  	2.04
	“Payment Default”	  	6.01
	“Registrar”	  	2.04
	“Service Agent”	  	2.04

  
 Section 1.03. Incorporation by
Reference of Trust Indenture Act. 
  
 Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings: 
  
 “indenture securities” means the Securities; 
  
 “indenture security Holder” means a Holder of a Security; 
  
 “indenture to be qualified” means this Indenture; 
  
 “indenture trustee” or “institutional trustee” means the
Trustee; and 
  
 “obligor” on the Securities means the
Company and any successor obligor upon the Securities. 
  

 - 4 - 








 All other terms used in this Indenture that are defined by the TIA, defined by the TIA’s reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04. Rules of Construction. 
  
 Unless the context otherwise requires: 
  

	 	(a)	a term has the meaning assigned to it; 

  

	 	(b)	an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

  

	 	(c)	“or” is not exclusive; 

  

	 	(d)	words in the singular include the plural, and in the plural include the singular; 

  

	 	(e)	provisions apply to successive events and transactions; and 

  

	 	(f)	references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.


  
 ARTICLE 2. 
  
 THE SECURITIES 
  
 Section 2.01. Issuable in Series. 
  
 The Securities may be issued in one or more Series. All Securities of a
Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 
  
 Section 2.02. Establishment of Terms of Series of Securities. 
  
 At or prior to the issuance of any Securities within a Series, the following
shall be established (as to the Series generally, in the case of Subsection 2.02(1) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.02(2) through 2.02(21)) by a Board Resolution, a
supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution: 
  

	 	(1)	the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 

  

	 	(2)	the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 

  

	 	(3)	any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series); 

  

	 	(4)	the date or dates on which the principal of the Securities of the Series is payable; 

  

 - 5 - 









	 	(5)	the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall
commence and be payable and any regular record date for the interest payable on any interest payment date; 

  

	 	(6)	the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method of such payment, if by wire transfer, mail or other
means; 

  

	 	(7)	if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in
part, at the option of the Company; 

  

	 	(8)	the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

  

	 	(9)	the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed
terms and provisions of such repurchase obligations; 

  

	 	(10)	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 

  

	 	(11)	the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities);


  

	 	(12)	if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02; 

  

	 	(13)	the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such currency of
denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency; 

  

	 	(14)	the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made;


  

	 	(15)	if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 

  

	 	(16)	the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to
an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

  

	 	(17)	the provisions, if any, relating to any security provided for the Securities of the Series; 

  

 - 6 - 









	 	(18)	any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 6.02; 

  

	 	(19)	any addition to or change in the covenants set forth in Articles 4 or 5 which applies to Securities of the Series; 

  

	 	(20)	any other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01, but which may
modify or delete any provision of this Indenture insofar as it applies to such Series); and 

  

	 	(21)	any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein.


  
 All Securities of any one Series need not be
issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, and the
authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 
  
 Section 2.03. Execution and Authentication. 
  
 Two Officers shall sign the Securities for the Company by manual or
facsimile signature. 
  
 If an Officer whose signature is on a
Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. 
  
 A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture. 
  
 The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in
writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. 
  
 The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum
principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08. 
  
 Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that
Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04, and (c) an Opinion of Counsel complying with Section 10.04. 
  
 The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of
directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 
  
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture 

  

 - 7 - 








 
to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate. 
  
 Section 2.04. Registrar and Paying Agent. 
  
 The Company shall maintain, with respect to each Series of Securities, at
the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be
surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar
shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying
Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
  
 The Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar,
Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term
“Service Agent” includes any additional service agent. 
  
 The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued. 
  
 Section 2.05. Paying Agent to Hold Money in Trust.

  
 The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 
  
 Section 2.06. Securityholder Lists. 
  
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as
the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 
  

 - 8 - 








 Section 2.07. Transfer and Exchange. 
  
 Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.05). 
  
 Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities
selected, called or being called for redemption in part. 
  
 Section 2.08.
Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any
mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
  
 If there shall be delivered to
the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.

  
 The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 Section 2.09. Outstanding Securities. 
  
 The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 
  

 - 9 - 








 If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 
  
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. 
  
 A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. 
  
 In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 
  
 Section 2.10. Treasury Securities. 
  
 In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver only Securities of a Series that the Trustee knows are so owned shall be so disregarded. 
  
 Section 2.11. Temporary Securities. 
  
 Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order.
Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon
request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.

  
 Section 2.12. Cancellation. 
  
 The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment,
replacement or cancellation and shall destroy such canceled Securities (subject to the record retention requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The Company
may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 
  
 Section 2.13. Defaulted Interest. 
  
 If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest in any lawful manner, plus, to the extent
permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 15 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

  

 - 10 - 








 Section 2.14. Global Securities. 
  
 (1) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities. 
  
 (2) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture
and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 
  
 Except as provided in this Section 2.14(2) a Global Security may not be transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.

  
 (3) Legend. Any Global Security issued hereunder shall
bear a legend in substantially the following form: 
  
 “THIS
GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I)
THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF XM SATELLITE RADIO HOLDINGS INC.” 
  
 (4) Acts of Holders. The Depositary, as a Holder, may appoint agents
and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 
  
 (5) Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
  
 (6) Consents, Declaration and Directions. Except as provided in Section 2.14(5), the Company, the Trustee and any
Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
  
 Section 2.15. CUSIP Numbers. 
  
 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such 

  

 - 11 - 








 
notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 ARTICLE 3. 
  
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01. Notices to Trustee. 
  
 The Company may, with respect to any Series of Securities, reserve the right
to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the stated maturity thereof at such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior to the stated maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and
the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 30 but no more that 60 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 
  
 Section 3.02. Selection of Securities to Be Redeemed. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officer’s Certificate, if less than all of the Securities are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Securities to be redeemed as follows: 
  

	 	(1)	if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Securities
are listed; or 

  

	 	(2)	if the Securities are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate.


  
 No Securities of $1,000 of principal amount or
less will be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. Notices of redemption will be mailed
by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Notices of redemption may not be conditional. 
  
 If any Security is to be redeemed in part only, the notice of redemption that
relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name
of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or accrete on Securities or portions of them
called for redemption. 
  
 Section 3.03. Notice of Redemption. 

 
 Unless otherwise indicated for a particular Series by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities
are to be redeemed at its registered address. 
  

 - 12 - 








 The notice shall identify the Securities to be redeemed and shall state: 
  

	 	(1)	the redemption date; 

  

	 	(2)	the redemption price; 

  

	 	(3)	if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date upon surrender of such Security, a
new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security; 

  

	 	(4)	the name and address of the Paying Agent; 

  

	 	(5)	that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

  

	 	(6)	that, unless the Company defaults in making such redemption payment, interest on Securities called for redemption ceases to accrue on and after the redemption date;


  

	 	(7)	the paragraph of the Securities and/or provision of an indenture pursuant to which the Securities called for redemption are being redeemed; and 

  

	 	(8)	that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. 

  
 At the Company’s request, the Trustee shall give the notice of
redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
  
 Section 3.04. Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Securities called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption
may not be conditional. 
  
 Section 3.05. Deposit of Redemption Price.

  
 One Business Day prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company
any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Securities to be redeemed. 
  
 If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Securities or the portions of Securities called for redemption. If a Security is redeemed on or after an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities. 
  

 - 13 - 








 Section 3.06. Securities Redeemed in Part. 
  
 Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon the Company’s written request,
the Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 
  
 ARTICLE 4. 
  
 COVENANTS 
  
 Section 4.01. Payment of Securities. 
  
 The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance
with the terms of such Securities and this Indenture. 
  
 Section 4.02.
Compliance Certificate. 
  
 The Company will deliver to the
Trustee, within 180 days after the end of each fiscal year, a brief certificate from its principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture, and in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 4.02, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture. 
  
 Section
4.03. Taxes. 
  
 The Company shall pay, and shall cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Securities. 
  
 Section 4.04. Corporate
Existence. 
  
 Subject to Article 5 hereof, the Company shall
do or cause to be done all things necessary to preserve and keep in full force and effect: 
  

	 	(1)	its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may
be amended from time to time) of the Company or any such Subsidiary and 

  

	 	(2)	the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Securities. 

  

 - 14 - 








 ARTICLE 5. 
  

SUCCESSORS 
  
 Section 5.01. Merger, Consolidation or Sale of Assets. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officer’s Certificate, the Company shall
not: 
  

	 	(1)	consolidate or merge with or into (whether or not the Company is the surviving corporation); or 

  

	 	(2)	sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation,
Person or entity, unless: 

  

	 	(a)	either (A) the Company is the surviving corporation; or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which
the sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

  

	 	(b)	the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which the sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; and


  

	 	(c)	immediately after such transaction no Default exists. 

  
 Section 5.02. Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of
the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture, as modified or supplemented by an Officer’s Certificate, a Board Resolution or a supplemental indenture with the same
effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Securities except in the case of a sale of
all of the Company’s assets that meets the requirements of Section 5.01 hereof. 
  
 ARTICLE 6 
  
 DEFAULTS
AND REMEDIES 
  
 Section 6.01. Events of Default. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture, or an Officer’s Certificate, each of the following constitutes an Event of Default: 
  

	 	(1)	default for 30 days in the payment when due of interest on the Securities; 

  

 - 15 - 









	 	(2)	default in payment when due of the principal of or premium, if any, on the Securities; 

  

	 	(3)	failure by the Company or any of its Subsidiaries for 60 days after notice by the Trustee or the Holders of at least 25% in the aggregate principal amount of the Securities then
outstanding, voting as a single class, to comply with any of its other agreements in the Indenture or the Securities; 

  

	 	(4)	default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness (as defined in the Board
Resolution, a supplemental indenture, or an Officer’s Certificate for a particular Series) for money borrowed by the Company (or the payment of which is guaranteed by the Company) whether such Indebtedness or guarantee now exists, or is created
after the date of this Indenture, which default: 

  

	 	(a)	is caused by a failure to pay principal of or premium, if any, or interest on the Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date
of the default (a “Payment Default”); or 

  

	 	(b)	results in the acceleration of the Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; 

  

	 	(5)	the Company pursuant to or within the meaning of Bankruptcy Law: 

  

	 	(a)	commences a voluntary case, 

  

	 	(b)	consents to the entry of an order for relief against it in an involuntary case, 

  

	 	(c)	consents to the appointment of a Custodian of it or for all or substantially all of its property, 

  

	 	(d)	makes a general assignment for the benefit of its creditors, or 

  

	 	(e)	generally is not paying its debts as they become due; or 

  

	 	(6)	a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

  

	 	(a)	is for relief against the Company in an involuntary case; 

  

	 	(b)	appoints a Custodian of the Company or for all or substantially all of the property of the Company; or 

  

	 	(c)	orders the liquidation of the Company; 

  
 and the order or decree remains unstayed and in effect for 90 consecutive days. 
  
 Section 6.02. Acceleration. 
  
 If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may
declare all the Securities to be due and payable immediately. Upon any such declaration, the principal of, and accrued and unpaid interest if any, on such Securities shall become due and payable immediately. Notwithstanding the foregoing, if an
Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, all outstanding Securities shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate
principal amount of the then outstanding Securities by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration 

  

 - 16 - 








 
and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal,
interest or premium that has become due solely because of the acceleration) have been cured or waived. 
  
 Section 6.03. Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, and interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture. 
  
 The Trustee may maintain a
proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Security in exercising any right or remedy accruing upon an Event of Default shall
not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
  
 Section 6.04. Waiver of Past Defaults. 
  
 Holders of not less than a majority in aggregate principal amount of the then outstanding Securities by notice to the Trustee may on behalf of the Holders
of all of the Securities waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Securities (including in
connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities may rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 
  
 Section
6.05. Control by Majority. 
  
 Holders of a majority in
principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Securities or that may involve the Trustee in personal liability. 
  
 Section 6.06. Limitation on Suits. 
  
 A Holder of a Security may pursue a remedy with respect to this Indenture or
the Securities only if: 
  

	 	(1)	the Holder of a Security gives to the Trustee written notice of a continuing Event of Default; 

  

	 	(2)	the Holders of at least 25% in principal amount of the then outstanding Securities make a written request to the Trustee to pursue the remedy; 

  

	 	(3)	such Holder of a Security or Holders of Securities offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;


  

	 	(4)	the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 


 

	 	(5)	during such 60-day period the Holders of a majority in principal amount of the then outstanding Securities do not give the Trustee a direction inconsistent with the request.


  

 - 17 - 








 A Holder of a Security may not use this Indenture to prejudice the rights of another Holder of a Security
or to obtain a preference or priority over another Holder of a Security. 
  
 Section 6.07. Rights of Holders of Securities to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal of, premium, if any, and interest on the Security, on or after the respective due dates
expressed in the Security (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

  
 Section 6.08. Collection Suit by Trustee. 
  
 If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Securities and interest on
overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 
  
 Section 6.09. Trustee May File Proofs of Claim.

  
 The Trustee is authorized to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 6.10. Priorities. 
  
 If the Trustee collects any money pursuant to this Article, it shall pay out
the money in the following order: 
  
 First: to the
Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
  
 Second: to Holders of Securities for amounts due and unpaid on the
Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any and interest, respectively; and 
  
 Third: to the Company or to such party as a court of competent
jurisdiction shall direct. 
  

 - 18 - 








 The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to
this Section 6.10. 
  
 Section 6.11. Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Security pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities. 
  
 ARTICLE 7 
  
 TRUSTEE 
  
 Section 7.01. Duties of Trustee. 
  

	 	(1)	If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

  

	 	(2)	Except during the continuance of an Event of Default: 

  

	 	(a)	the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in
this Indenture, as modified or supplemented by an Officer’s Certificate, a Board Resolution or a supplemental indenture, and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


  

	 	(b)	in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.


  

	 	(3)	The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:


  

	 	(a)	this paragraph does not limit the effect of paragraph (b) of this Section; 

  

	 	(b)	the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and 

  

	 	(c)	the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.


  

	 	(4)	Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.


  

 - 19 - 









	 	(5)	No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 

  

	 	(6)	The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law. 

  
 Section 7.02. Rights of Trustee. 
  

	 	(1)	The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact
or matter stated in the document. 

  

	 	(2)	Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written and oral advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

  

	 	(3)	The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

  

	 	(4)	The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture. 

  

	 	(5)	Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.


  

	 	(6)	The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 

  
 Section 7.03. Individual Rights of Trustee. 
  
 The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  
 Section 7.04. Trustee’s Disclaimer. 
  
 The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture, as modified or supplemented by an Officer’s Certificate, a Board Resolution or a supplemental indenture, or the Securities, it shall not be accountable for the Company’s use of the proceeds from
the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, as modified or supplemented by an Officer’s Certificate, a Board Resolution or a supplemental indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Securities or any other document in connection with
the sale of the Securities or pursuant to this Indenture other than its certificate of authentication. 
  

 - 20 - 








 Section 7.05. Notice of Defaults. 
  
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to
Holders of Securities a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities. 
  
 Section 7.06. Reports by Trustee to Holders of the Securities. 
  
 Within 60 days after each May 15, beginning with the May 15 for so long as Securities remain outstanding, the Trustee shall
mail to the Holders of the Securities a brief report dated as of such reporting date that complies with TIA (S) 313(a) (but if no event described in TIA (S) 313(a) has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA (S) 313(b). The Trustee shall also transmit by mail all reports as required by TIA (S) 313(c). 
  
 A copy of each report at the time of its mailing to the Holders of Securities shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Securities are listed in accordance with TIA (S) 313(d). The Company shall promptly notify the Trustee when the Securities are listed on any stock exchange. 
  
 Section 7.07. Compensation and Indemnity. 
  

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by
it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
  
 The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or
in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld. 
  
 The obligations of
the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 
  
 To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. 
  
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) or (h) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to the
extent applicable. 
  

 - 21 - 








 Section 7.08. Replacement of Trustee. 
  
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section. 
  
 The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Securities may remove
the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 
  

	 	(1)	the Trustee fails to comply with Section 7.10 hereof; 

  

	 	(2)	the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 

  

	 	(3)	a Custodian or public officer takes charge of the Trustee or its property; or 

  


	 	(4)	the Trustee becomes incapable of acting. 

  
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

  
 If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities may petition any court of competent jurisdiction for the appointment of a
successor Trustee. 
  
 If the Trustee, after written request by
any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the
Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  
 Section 7.09. Successor Trustee by Merger, etc. 
  
 If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 
  
 Section 7.10. Eligibility; Disqualification. 
  
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $75 million as set forth
in its most recent published annual report of condition. 
  
 This
Indenture shall always have a Trustee who satisfies the requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA (S) 310(b). 
  

 - 22 - 








 Section 7.11. Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been removed shall be subject to TIA (S) 311(a) to the extent indicated therein. 
  
 ARTICLE 8 
  
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. 
  
 The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article Eight. 
  
 Section 8.02. Legal Defeasance and Discharge. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (1) and (2) below, and to have satisfied all its other obligations under such Securities and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 
  

	 	(1)	the rights of Holders of outstanding Securities to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Securities when such payments are due; 

  

	 	(2)	the Company’s obligations with respect to such Securities under Article 2 hereof; 

  

	 	(3)	the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and 

  

	 	(4)	this Article Eight. 

  
 Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof. 
  
 Section 8.03. Covenant Defeasance.

  
 Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in an Officer’s Certificate,
a Board Resolution or a supplemental indenture and clause (4) of Section 5.01 hereof with respect to the outstanding Securities on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the 

  

 - 23 - 








 
outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof shall not constitute Events of Default. 
  
 Section 8.04. Conditions to Legal or Covenant Defeasance. 
  
 The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Securities: 
  
 In order to
exercise either Legal Defeasance or Covenant Defeasance: 
  

	 	(1)	the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities on the stated date for payment
thereof or on the applicable redemption date, as the case may be; 

  

	 	(2)	in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that: 

  

	 	(a)	the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 

  

	 	(b)	since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

  

	 	(3)	in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

  

	 	(4)	no Default or Event of Default shall have occurred and be continuing either: 

  

	 	(a)	on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or 

  

	 	(b)	insofar as Sections 6.01(7) or 6.01(8) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; 

  

	 	(5)	such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this
Indenture) to which the Company is a party or by which the Company is bound; 

  

 - 24 - 









	 	(6)	the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions including, but not limited to the assumption that there is no
intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and the
assumption that no Holder is an “insider” of the Company under applicable bankruptcy law) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; 

  

	 	(7)	the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any
other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and 

  

	 	(8)	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the
Legal Defeasance or the Covenant Defeasance have been complied with. 

  
 Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
  
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash
or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Securities. 
  
 Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  
 Section 8.06. Repayment to Company. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years
after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

 - 25 - 








 Section 8.07. Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE 9 
  
 AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01. Without Consent of Holders of Securities. 
  
 Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent
of any Holder of Securities: 
  

	 	(1)	to cure any ambiguity, defect or inconsistency; 

  

	 	(2)	to provide for uncertificated Securities in addition to or in place of certificated Securities; 

  

	 	(3)	to provide for the assumption of the Company’s obligations to the Holders of the Securities by a successor to the Company pursuant to Article 5 hereof;


  

	 	(4)	to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights hereunder of any Holder
of Securities; 

  

	 	(5)	to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or 

  

	 	(6)	as provided in Section 2.02 hereof. 

  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise. 
  
 Section 9.02. With Consent of Holders of
Securities. 
  
 Except as provided below in this Section
9.02, the Company and the Trustee may amend or supplement this Indenture and the Securities with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding, voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Securities may be waived
with the 

  

 - 26 - 








 
consent of the Holders of a majority in principal amount of the then outstanding Securities, voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Securities). Section 2.09 hereof shall determine which Securities are considered to be “outstanding” for purposes of this Section 9.02. 
  
 Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. 
  
 It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular
form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Securities affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or
waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding, voting as a single class, may waive compliance in a particular instance by the Company with any provision
of this Indenture or the Securities. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities held by a non-consenting Holder): 
  

	 	(1)	reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

  

	 	(2)	reduce the principal of or change the fixed maturity of any Security or alter or waive any of the provisions with respect to the redemption of the Securities;


  

	 	(3)	reduce the rate of or change the time for payment of interest, including default interest, on any Security; 

  

	 	(4)	waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the
Holders of at least a majority in aggregate principal amount of the then outstanding Securities and a waiver of the payment default that resulted from such acceleration); 

  

	 	(5)	make any Security payable in money other than that stated in the Securities; 

  

	 	(6)	make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, or premium, if
any, or interest on the Securities; 

  

	 	(7)	waive a redemption payment with respect to any Security; 

  

	 	(8)	except as provided under Article Eight hereof or in accordance with the terms of any Security Guarantee, release any Guarantor from any of its obligations under its Security
Guarantee or make any change in a Security Guarantee that would adversely affect the Holders of the Securities; or 

  

	 	(9)	make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions. 

  

 - 27 - 








 Section 9.03. Compliance with Trust Indenture Act. 
  
 Every amendment or supplement to this Indenture or the Securities shall be set forth in an amended or supplemental Indenture
that complies with the TIA as then in effect. 
  
 Section 9.04. Revocation and
Effect of Consents. 
  
 Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before
the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  
 Section 9.05. Notation on or Exchange of Securities. 
  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security thereafter
authenticated. The Company in exchange for all Securities may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Securities that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Security shall not
affect the validity and effect of such amendment, supplement or waiver. 
  
 Section 9.06. Trustee to Sign Amendments, etc. 
  
 The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not
sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 10.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

  
 ARTICLE 10 
  
 MISCELLANEOUS 
  
 Section 10.01. Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA (S)318(c), the imposed duties shall control. 
  

 - 28 - 








 Section 10.02. Notices. 
  

Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Company: 
  
 XM Satellite Radio Holdings Inc. 
 1500
Eckington Place, N.E. 
 Washington, D.C. 20002 
 Telecopier No.: (202) 380-4500 
 Attention: General Counsel 
  
 With a copy to: 
  
 Hogan & Hartson L.L.P. 
 555 13th Street, N.W.

 Washington, D.C. 20004 
 Telecopier No.: (202) 637-5910 
 Attention: Steven M. Kaufman, Esq. 
  
 If to the Trustee: 
  
 The Company or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 

 
 All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
  
 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA (S) 313(c), to the extent required by the TIA. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives
it. 
  
 If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time. 
  
 Section 10.03. Communication by Holders of Securities with Other Holders of Securities. 
  
 Holders may communicate pursuant to TIA (S) 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA (S) 312(c). 
  
 Section 10.04. Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
  

	 	(1)	an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.05 hereof) stating that, in
the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

  

 - 29 - 









	 	(2)	an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

  
 Section 10.05. Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S) 314(e) and shall include: 
  

	 	(1)	a statement that the Person making such certificate or opinion has read such covenant or condition; 

  

	 	(2)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;


  

	 	(3)	a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and 

  

	 	(4)	a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 

  
 Section 10.06. Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions; provided that no such rule shall conflict with the terms of this Indenture or the TIA. 
  
 Section 10.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

  
 No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Securities, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. 
  
 Section 10.08. Governing Law. 
  
 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK. 
  
 Section 10.09. No Adverse
Interpretation of Other Agreements. 
  
 This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 10.10. Successors. 
  
 All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  

 - 30 - 








 Section 10.11. Severability. 
  
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 Section 10.12. Counterpart Originals. 
  
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 Section 10.13. Table of Contents, Headings, etc. 
  
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 [Signatures on following page] 
  

 - 31 - 









									
	 	 	 	 	 SIGNATURES

	 Dated as of__________________________________
	 	 	 	 
			
	 	 	 	 	 XM Satellite Radio Holdings Inc.

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 
	 Attest:
	 	 	 	 
					
	Name:	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 Title:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
				
	 	 	 	 	 	 	 [__________________________________]

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 
	 Attest:
	 	 	 	 
				
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	 Authorized Signatory
	 	 	 	 	 	 
					
	 Date:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 

  

 - 32 -