exv4w1






Exhibit 4.1




EXECUTION VERSION




XM SATELLITE RADIO HOLDINGS INC.,




as Issuer,



SIRIUS XM RADIO INC.,



as Parent,



XM 1500 ECKINGTON LLC and



XM INVESTMENT LLC,



as Guarantors,



XM SATELLITE RADIO INC.



AND



U.S. BANK NATIONAL ASSOCIATION,



as Trustee and Collateral Trustee,



Up to $250,000,000 Aggregate Principal Amount



of



Senior PIK Secured Notes due 2011



SUPPLEMENTAL INDENTURE



Dated as of April 14, 2010



to



INDENTURE



Dated as of February 13, 2009



 









 





          SUPPLEMENTAL INDENTURE, dated as of April 14, 2010, among XM SATELLITE RADIO HOLDINGS INC., a
Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (the
“Parent”), the Guarantors (as defined in the Indenture referred to herein), XM SATELLITE
RADIO INC., a Delaware corporation (the “Successor”), and U.S. BANK NATIONAL ASSOCIATION,
as trustee (the “Trustee”).




          WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of February 13, 2009, in connection with the issuance of Senior PIK
Secured Notes due 2011 (the “Notes”);




          WHEREAS, the Company intends to execute and file a Certificate of Merger (the “Certificate
of Merger”) with the Secretary of State of the State of Delaware on April 14, 2010 to merge the
Company with and into the Successor (the “Merger”), with the Successor continuing its corporate existence under Delaware law;




          WHEREAS, Section 7.1 of the Indenture provides, among other things, that the Company shall not
be prevented from merging with or into any other Person, provided that, among other things,
such Person into which the Company shall have merged shall expressly assume, by an indenture
supplemental thereto, executed and delivered to the Trustee, in a form reasonably satisfactory to
the Trustee, all of the obligations of the Company under the Notes, the Indenture, the Security
Documents and the Registration Rights Agreement;




          WHEREAS, Sections 11.1 and 11.6 of the Indenture provide, among other things, that the
Company, the Parent and the Trustee may from time to time and at any time amend the Indenture
without the consent of any Holder to (i) provide for the assumption of the Company’s obligations to
the Holders of Notes in the case of a merger, consolidation, conveyance, transfer, sale, lease or
other disposition pursuant to Article VII of the Indenture and (ii) modify provisions in the
Indenture with respect to matters or questions arising thereunder which the Company and the Trustee
may deem necessary or desirable, provided that such action shall not adversely affect the
interests of the Holders;




          WHEREAS, all conditions precedent and requirements necessary to make this Supplemental
Indenture a valid and legally binding instrument in accordance with its terms have been complied
with, performed and fulfilled and the execution and delivery hereof have been in all respects duly
authorized; and




          WHEREAS, pursuant to Section 11.1 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.








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          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:




          For and in consideration of the premises and intending to be legally bound hereby, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders as follows:




ARTICLE I




REPRESENTATIONS OF THE COMPANY AND SUCCESSOR



          Each of the Company and Successor represents and warrants to the Trustee as of the date hereof
as follows:




          1.1. It is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.




          1.2. The execution, delivery and performance by it of this Supplemental Indenture have been
authorized and approved by all necessary corporate action on the part of it.




          1.3. Upon the filing of the Certificate of Merger with the Secretary of State of the State of
Delaware or at such other time thereafter as is provided in the Certificate of Merger (the
“Effective Time”), the Merger will be effective in accordance with the terms of the Merger
Agreement and Delaware law.




          1.4. Immediately after giving effect to the Merger, no Default or Event of Default shall have
occurred and be continuing.




ARTICLE II




ASSUMPTION AND AGREEMENTS



          2.1. Successor hereby expressly assumes all of the obligations of the Company under the Notes,
the Indenture, the Security Documents and the Registration Rights Agreement.




          2.2. The Notes may bear a notation concerning the assumption of the Notes, the Indenture, the
Security Documents and the Registration Rights Agreement by Successor.




          2.3. Successor shall succeed to and be substituted for the Company, with the same effect as if
it had been named as the Company in the Indenture.




ARTICLE III




AMENDMENTS



          3.1. The reference in the preamble to the Indenture to “XM SATELLITE RADIO HOLDINGS INC.” is
hereby amended to read “XM SATELLITE RADIO INC.”, each other reference in the Indenture to “XM
Satellite Radio Holdings Inc.” shall be amended and deemed to be a reference to “XM Satellite Radio
Inc.” and each reference to the “Company” shall be deemed to be a reference to “XM Satellite Radio
Inc.”







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          3.2. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be
read, taken and construed as one and the same instrument.




ARTICLE IV




MISCELLANEOUS



          4.1. Capitalized terms that are not defined herein shall have the meanings assigned to them in
the Indenture.




          4.2 The Trustee accepts the modification of the Indenture effected by this Supplemental
Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the
generality of the foregoing, the Trustee will not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by each Guarantor and the Company.




          4.3. If and to the extent that any provision of this Supplemental Indenture limits, qualifies
or conflicts with another provision included in this Supplemental Indenture or in the Indenture, in
either case that is required to be included in this Supplemental Indenture or in the Indenture by
any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (the
“TIA”), such required provision shall control.




          4.4. Pursuant to Section 11.3 of the Indenture, this Supplemental Indenture complies with the
TIA.




          4.5 Pursuant to Section 11.7 of the Indenture, the Indenture shall be modified in accordance
with this Supplemental Indenture, and this Supplemental Indenture shall form a part of the
Indenture for all purposes.




          4.5. Nothing in this Supplemental Indenture is intended to or shall provide any rights to any
parties other than those expressly contemplated by this Supplemental Indenture.




          4.6. This Supplemental Indenture and the Notes shall be governed by, and construed in
accordance with, the law of the State of New York.




          4.7. The Section headings herein are for convenience only and will not affect the construction
hereof.




          4.8 This Supplemental Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all of which counterparts together shall
constitute but one and the same instrument.




          4.9 This Supplemental Indenture shall become effective as of the Effective Time.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.




	 	 	 	 	 
	 	XM SATELLITE RADIO HOLDINGS INC.

 	 
	 	By  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	XM SATELLITE RADIO INC.

 	 
	 	By  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	SIRIUS XM RADIO INC.

 	 
	 	By  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Executive Vice President and Chief Financial
Officer 	 
	 
	 	XM 1500 ECKINGTON LLC

 	 
	 	By  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	XM INVESTMENT LLC

 	 
	 	By  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 



[Signature page to XM Satellite Radio Holdings Inc. Senior PIK Secured Notes due 2011 Supplemental Indenture]





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By  	/s/ Thomas E. Tabor
 	 
	 	 	Thomas E. Tabor 	 
	 	 	Vice President 	 
	 



[Signature page to XM Satellite Radio Inc. Senior PIK Secured Notes due 2011 Supplemental Indenture]