Exhibit 4.65



 Exhibit 4.65 
 Execution Copy 
 XM ESCROW LLC 
 XM SATELLITE RADIO INC. 
 $778,500,000 13% Senior Notes due 2014

 PURCHASE AGREEMENT 
 July 24, 2008 
 New York, New York 
 J.P. MORGAN SECURITIES INC. 
 UBS SECURITIES LLC 
 MORGAN STANLEY & CO. INCORPORATED 
 c/o J.P. Morgan Securities Inc. 
 270 Park Avenue 
 New York, New York 10017 
 Ladies and Gentlemen: 
 XM Escrow LLC, a Delaware limited liability company (“XM Escrow”),
XM Satellite Radio Inc., a Delaware corporation (the “Company”), XM Satellite Radio Holdings Inc., a Delaware corporation (“XM Holdings”), and each of the other Guarantors (as defined herein) agree with you as
follows: 
 1. Issuance of Notes. XM Escrow proposes to issue and sell to J.P. Morgan Securities Inc. (the
“Representative”) and UBS Securities LLC and Morgan Stanley & Co. Incorporated (together with the Representative, the “Initial Purchasers”) $778,500,000 aggregate principal amount of 13% Senior Notes due
2014 (the “Senior Notes”). The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined herein), by and between XM Escrow and The Bank
of New York, N.A., as trustee (the “Trustee”). XM Escrow is expected to merge with and into the Company with the Company as the surviving entity (the “Escrow Merger”) immediately prior to the merger contemplated by
the Agreement and Plan of Merger, dated as of February 19, 2007, among XM Holdings, Sirius Satellite Radio Inc. (“Sirius”), and Vernon Merger Corporation (as amended or supplemented by any subsequent letter agreement, the
“Merger Agreement”), pursuant to which Vernon Merger Corporation shall be merged with and into XM Holdings with XM Holdings as the surviving corporation (the “Sirius Merger,” and, together with the Escrow Merger,
the “Mergers”). 
 Upon consummation of the Escrow Merger, the Company will succeed to the obligations of XM Escrow
hereunder and under the Note Documents (as defined below). Upon consummation of this offering, the Company and XM Escrow will execute a supplemental indenture to the Indenture in connection therewith (the “Assumption Indenture”). In
addition, upon consummation of the Escrow Merger, 








 
the Company’s obligations under the Senior Notes will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a
senior basis, by XM Holdings and each of the other guarantors listed on the signature pages hereto (collectively, the “Guarantors,” and together with the Company and XM Escrow, the “Issuers”). Upon consummation of
this offering, the Company, XM Escrow and the Guarantors will execute a supplemental indenture to the Indenture in connection with the Guarantees (the “Guarantor Indenture” and the Indenture, as amended by the Assumption Indenture
and the Guarantor Indenture, the “Post-Merger Indenture”). The Senior Notes and the Guarantees thereof are referred to herein as the “Securities.” 
 Pursuant to this Purchase Agreement (this “Agreement”), the Indenture and the escrow and security agreement (the “Escrow
Agreement”) among XM Escrow, XM Holdings, The Bank of New York, as trustee and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), XM Escrow is required on the Closing Date to (i) direct the Initial
Purchasers to deposit into an escrow account (the “Escrow Account”) $684,002,633.85 (the aggregate purchase price of the Senior Notes, as determined in accordance with Section 2 hereof, such amount being the “Offering
Proceeds”) and (ii) deposit or have deposited on its behalf an amount, together with the Offering Proceeds, sufficient to redeem the Senior Notes in cash at the redemption price equal to 100.0% of the accreted value of the Senior
Notes, plus accrued interest to, but not including October 31, 2008) (such amount, together with the Offering Proceeds, the “Initial Escrow Amount”, and together with all proceeds from the investment of the Initial Escrow
Amount by the Escrow Agent, the “Escrowed Funds”). Unless the Initial Escrow Amount is released by the Escrow Agent to effectuate a Special Redemption (as such term is defined in the Indenture), the Escrowed Funds shall be released
to XM Escrow at one time to be used in the manner described in the Pricing Disclosure Package under the caption “Use of proceeds.” 
 The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary
offering memorandum, dated as of July 20, 2008 (the “Preliminary Offering Memorandum”), a preliminary offering memorandum supplement dated July 24, 2008 (the “Supplement”) and a pricing supplement thereto
dated the date hereof including the information attached hereto as Exhibit B (the “Pricing Supplement”). The Preliminary Offering Memorandum, the Supplement and the Pricing Supplement are herein referred to as the
“Pricing Disclosure Package.” Promptly after the execution of this Agreement, the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the
contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final
Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules
and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum
shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum, as the case may be. 
 The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been
executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial
Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance 

  

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with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S
under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). 
 The Securities are being offered and sold by the Issuers in connection with the refinancing of certain debt obligations of the Issuers, as described in
the Pricing Disclosure Package under the caption “Summary—Refinancing transactions” (the “Refinancing Transactions”). 
 This Agreement, the Senior Notes, the Guarantees, the Indenture, the Post-Merger Indenture and the Escrow Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The
issuance and sale of the Securities, the Refinancing Transactions and the consummation of the Mergers are collectively referred to as the “Transactions.” 
 2. Agreements to Sell and Purchase. On the basis of the representations, warranties and covenants contained in this Agreement, the Issuers agree to issue and sell to the Initial Purchasers, and on the
basis of the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions contained in this Agreement, each of the Initial Purchasers, severally and not jointly, agrees to purchase from XM Escrow,
the aggregate principal amount of the Senior Notes set forth opposite its name on Schedule I attached hereto. The purchase price for the Senior Notes shall be 87.861610% of their principal amount. 
 3. Delivery and Payment. Delivery of, and payment of the purchase price for, the Securities shall be made at 10:00 a.m., New York time, on
July 31, 2008 (such date and time, the “Closing Date”) at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022. The Closing Date and the location of delivery of and the form of payment for
the Securities may be varied by mutual agreement between the Initial Purchasers and the Company. 
 The Securities shall be delivered by the
Issuers to the Initial Purchasers (or as the Initial Purchasers direct) through the facilities of The Depository Trust Company (“DTC”) against payment by the Initial Purchasers of the purchase price therefor by means of wire
transfer of immediately available funds to such account or accounts specified by the Company in accordance with Section 8(i) on or prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The
Securities shall be evidenced by one or more certificates in global form registered in such names as the Initial Purchasers may request upon at least one business day’s notice prior to the Closing Date and having an aggregate principal amount
corresponding to the aggregate principal amount of the Securities. 
 4. Agreements of the Issuers. The Issuers, jointly and
severally, covenant and agree with the Initial Purchasers as follows: 
 (a) To furnish the Initial Purchasers and those
persons identified by the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum, the Supplement, the Pricing Supplement, any Issuer Written Communication (as defined below) and the Final Offering Memorandum, and
any amendments or supplements thereto, as the Initial Purchasers may reasonably request. The Issuers consent to the use of the Preliminary Offering Memorandum, the Supplement, the Pricing Supplement and the Final Offering Memorandum by the Initial
Purchasers in connection with Exempt Resales. 
 (b) As promptly as practicable following the execution and delivery of this
Agreement and in any event not later than the second business day following the date hereof, to prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the 

  

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Preliminary Offering Memorandum as modified only by the information contained in the Supplement and the Pricing Supplement; not to amend or supplement the
Preliminary Offering Memorandum (other than as amended by the Supplement), the Supplement or the Pricing Supplement; not to amend or supplement the Final Offering Memorandum prior to the Closing Date unless the Initial Purchasers shall previously
have been advised of such proposed amendment or supplement at least two business days prior to the proposed use, and shall not have objected to such amendment or supplement. 
 (c) If, prior to the later of (x) the Closing Date and (y) the time that the Initial Purchasers have completed their
distribution of the Securities, any event shall occur that, in the judgment of the Issuers or in the judgment of counsel to the Initial Purchasers, makes any statement of a material fact in the Pricing Disclosure Package or the Final Offering
Memorandum, as either is then amended or supplemented, untrue or that requires the making of any additions to or changes in the Pricing Disclosure Package or Final Offering Memorandum in order to make the statements in the Pricing Disclosure Package
or the Final Offering Memorandum, as either is then amended or supplemented, in the light of the circumstances under which they are made, not misleading, or if it is necessary to amend or supplement the Pricing Disclosure Package or the Final
Offering Memorandum to comply with all applicable laws, the Company shall promptly notify the Initial Purchasers of such event and (subject to Section 4(b)) prepare an appropriate amendment or supplement to the Pricing Disclosure Package or the
Final Offering Memorandum so that (i) the statements in the Pricing Disclosure Package or Final Offering Memorandum, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances at the Closing Date and at the time of sale of Securities, not misleading and (ii) the Pricing Disclosure Package and the Final Offering Memorandum will comply
with applicable law. 
 (d) To qualify or register the Securities under the securities laws of such jurisdictions as the
Initial Purchasers may request and to continue such qualification in effect so long as required for the Exempt Resales. Notwithstanding the foregoing, no Issuer shall be required to qualify as a foreign corporation in any jurisdiction in which it is
not so qualified or to execute a general consent to service of process in any such jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. 
 (e) To advise the Initial Purchasers promptly, and if requested by the Initial Purchasers, to confirm such advice in writing, of the
issuance by any securities commission of any stop order suspending the qualification or exemption from qualification of any of the Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any
securities commission or other regulatory authority. The Issuers shall use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of the Securities under any securities laws,
and if at any time any securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of any of the Securities under any securities laws, the Issuers shall use their reasonable best efforts to
obtain the withdrawal or lifting of such order at the earliest possible time. 
 (f) Whether or not the transactions
contemplated by this Agreement are consummated, to pay all costs, expenses, fees and disbursements (including fees and disbursements of counsel and accountants for the Issuers) incurred and stamp, documentary or similar taxes incident to and in
connection with: (i) the preparation, printing and distribution of the Preliminary Offering Memorandum, the Supplement, the Pricing Supplement, any Issuer Written Communication and the Final Offering Memorandum and any amendments or supplements
thereto, (ii) all 

  

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expenses (including travel expenses) of the Issuers and the Initial Purchasers in connection with any meetings with prospective investors in the Securities,
(iii) the preparation, notarization (if necessary) and delivery of the Note Documents and all other agreements, memoranda, correspondence and documents prepared and delivered in connection with this Agreement and with the Exempt Resales,
(iv) the issuance, transfer and delivery of the Securities by the Issuers to the Initial Purchasers, (v) the qualification or registration of the Securities for offer and sale under the securities laws of the several states of the United
States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final Blue Sky or legal investment memoranda and fees and disbursements of counsel (including local counsel) to the Initial Purchasers
relating thereto), (vi) the application for quotation of the Securities in The PORTAL Market (“Portal”) of The Nasdaq Stock Market, (vii) the inclusion of the Securities in the book-entry system of DTC, (viii) the
rating of the Securities by rating agencies, (ix) the fees and expenses of the Trustee and its counsel and (x) the performance by the Issuers of their other obligations under the Note Documents. For the avoidance of doubt, the
Issuers’ obligations under this Section 4(f) shall not affect any expense sharing or contribution arrangements one or more of the Issuers may have with Sirius. 
 (g) To use the proceeds from the sale of the Securities in the manner described in the Pricing Disclosure Package under the caption
“Use of proceeds,” unless XM Escrow is required to effectuate a Special Redemption pursuant to the Indenture. 
 (h)
To use its best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date and to satisfy all conditions precedent on their part to the delivery of the Securities. 

(i) Not to, and not to permit any Subsidiary (as defined herein) nor any affiliates (as defined in Rule 501(b) of
Regulation D under the Act) to, sell, offer for sale or solicit offers to buy any security (as defined in the Act) that would be integrated with the sale of the Securities in a manner that would require the registration under the Act of the
sale of the Securities to the Initial Purchasers or any Eligible Purchasers. 
 (j) Not to, and to cause its affiliates (as
defined in Rule 144 under the Act) not to, resell any of the Securities that have been reacquired by any of them. 
 (k) Not
to engage, not to allow any Subsidiary to engage, and to cause its other affiliates and any person acting on their behalf (other than, in any case, the Initial Purchasers and any of their affiliates, as to whom the Issuers make no covenant) not to
engage, in any form of general solicitation or general advertising (within the meaning of Regulation D under the Act) in connection with any offer or sale of the Securities in the United States. 
 (l) Not to engage, not to allow any Subsidiary to engage, and to cause its other affiliates and any person acting on their behalf (other
than, in any case, the Initial Purchasers and any of their affiliates, as to whom the Issuers make no covenant) not to engage, in any directed selling effort with respect to the Securities, and to comply with the offering restrictions requirement of
Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. 
 (m) From and after
the Closing Date, for so long as any of the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Act and during any period in which XM Holdings is not subject to Section 13
or 15(d) of the Exchange 

  

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Act, to make available upon request the information required by Rule 144A(d)(4) under the Act to (i) any holder or beneficial owner of Securities in
connection with any sale of such Securities and (ii) any prospective purchaser of such Securities from any such holder or beneficial owner designated by the holder or beneficial owner. XM Holdings will pay the expenses of preparing, printing
and distributing such documents. 
 (n) [Intentionally Omitted]. 
 (o) To comply with their obligations under the letter of representations to DTC relating to the approval of the Securities by DTC for
“book-entry” transfer and to use their best efforts to obtain approval of the Securities by DTC for “book-entry” transfer. 
 (p) Prior to the Closing Date, to furnish without charge to the Initial Purchasers, (i) all reports and other communications (financial or otherwise) that XM Holdings mails or otherwise makes available to its
security holders and (ii) such other information as the Initial Purchasers shall reasonably request. 
 (q) Not to, and
not to permit any of its affiliates or anyone acting on its or its affiliates’ behalf to (other than the Initial Purchasers and their affiliates), distribute prior to the Closing Date any offering material in connection with the offer and sale
of the Securities other than the Preliminary Offering Memorandum, the Supplement, the Pricing Supplement, any “road show” (as defined in Rule 433 under the Securities Act) and the Final Offering Memorandum. Before making, preparing, using,
authorizing, approving or referring to any Issuer Written Communication, the Issuers will furnish to the Representative and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare, use,
authorize, approve or refer to any such written communication to which the Representative reasonably objects. 
 (r) During
the period of two years after the Closing Date or, if earlier, until such time as the Securities are no longer restricted securities (as defined in Rule 144 under the Act), not to be or become a closed-end investment company required to be
registered, but not registered, under the Investment Company Act of 1940. 
 (s) In connection with the offering, until the
Initial Purchasers shall have notified XM Holdings and the Company of the completion of the distribution of the Securities, not to, and not to permit any of their affiliates (as such term is defined in Rule 501(b) of Regulation D
under the Act) to, either alone or with one or more other persons, bid for or purchase for any account in which it or any of their affiliates has a beneficial interest, for the purpose of creating actual or apparent active trading in, or of raising
the price of, the Securities. 
 (t) To use their reasonable best efforts to effect the inclusion of the Securities in Portal.

 (u) During the period from the date hereof through and including the date that is 90 days after the date hereof, without
the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of in any transaction required to be registered under the Act or pursuant to Rule 144A, any debt securities issued or guaranteed by XM Holdings, XM
Escrow, the Company or any Subsidiary and having a tenor of more than one year, provided, however, that the foregoing restriction shall not apply to debt securities issued in connection with the Refinancing Transactions or a letter of
credit or other collateral used to replace the MLB escrow arrangement, in an amount not to exceed $120.0 million. 
  

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 (v) To deposit the Offering Proceeds into the Escrow Account and to comply with all of
its agreements set forth in the Escrow Agreement and to use its best efforts to do and perform all things necessary to perfect a first priority security interest in Escrowed Funds and the other Collateral (as such terms are defined in the Escrow
Agreement). 
 (w) Upon consummation of the Escrow Merger, that the Company shall assume all of XM Escrow’s obligations
under the Note Documents pursuant to the Assumption Indenture and the Escrow Merger Agreement. 
 5. Representations and
Warranties. (a) The Issuers, jointly and severally, represent and warrant to the Initial Purchasers that, as of the date hereof and as of the Closing Date: 
  

	 	(i)	Neither the Pricing Disclosure Package, as of the date hereof, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 4(b),
if applicable) as of the Closing Date, contains or represents any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that the Issuers make no representation or warranty with respect to information relating to the Initial Purchasers contained in or omitted from the Pricing Disclosure Package, the Final Offering
Memorandum or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Initial Purchaser through the Representative expressly for inclusion in the Pricing
Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. No order preventing the use of the Preliminary Offering Memorandum, the Supplement, the Pricing Supplement or the Final Offering Memorandum, or
any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act, has been issued or, to the knowledge of the Issuers, has been
threatened. 

  

	 	(ii)	The Issuers (including its agents and representatives, other than the Initial Purchasers in their capacity as such) have not prepared, made, used, authorized, approved or referred
to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and
representatives an “Issuer Written Communication”) other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum, and (iii) any electronic road show or other written communications, in each case
used in accordance with Section 4(q). Each such Issuer Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  

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	 	(iii)	The documents incorporated by reference in each of the Pricing Disclosure Package and the Final Offering Memorandum at the time they were or hereafter are filed with the Securities
and Exchange Commission (the “Commission”) complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange Act
Regulations”). 

  

	 	(iv)	There are no securities of the Issuers that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States
automated interdealer quotation system of the same class within the meaning of Rule 144A as the Securities. 

  

	 	(v)	The capitalization of XM Holdings and it subsidiaries (i) was, as of March 31, 2008, as set forth in the Pricing Disclosure Package and the Final Offering Memorandum in
the “Actual” column under the heading “Capitalization,” (ii) is, as of the date hereof, as set forth in the Pricing Disclosure Package and the Final Offering Memorandum in the “As adjusted for incremental borrowings
subsequent to March 31, 2008” column under heading “Capitalization” and (iii) assuming the consummation of the Transactions on the terms described therein, will be, as of the Closing Date, as set forth in the Pricing
Disclosure Package and the Final Offering Memorandum in the “Pro Forma as adjusted for the merger and Refinancing Transactions” column under the heading “Capitalization.” Attached as Schedule II is a true and complete
list of each entity in which XM Holdings has a direct or indirect majority equity or voting interest (each, a “Subsidiary” and, together, the “Subsidiaries”), their jurisdictions of organization, name of its
equityholder(s) and percentage held by each equityholder. All of the issued and outstanding equity interests of each Subsidiary have been duly and validly authorized and issued, are and after giving effect to the Mergers will be, fully paid and
nonassessable, were not issued in violation of any preemptive or similar right and, except as set forth in each of the Pricing Disclosure Package and the Final Offering Memorandum, are owned, and after giving effect to the Mergers will be owned,
directly or indirectly through Subsidiaries, by XM Holdings free and clear of all liens (other than transfer restrictions imposed by the Act, the securities or Blue Sky laws of certain jurisdictions and security interests granted pursuant to
existing security agreements (the “Existing Security Agreements”) in respect of the Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, the 10% senior secured discount convertible notes
due 2009, the Credit Agreement, dated May 5, 2006, as amended, and the Credit Agreement, dated June 26, 2008. Except as set forth in each of the Pricing Disclosure Package and the Final Offering Memorandum, there are not currently and
after giving effect to the Mergers there will not be, any outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any equity interests of XM Escrow, XM Holdings, the Company or any
of the Subsidiaries. 

  

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	 	(vi)	Each of XM Escrow, the Company, XM Holdings and each Subsidiary (A) is a corporation, limited liability company, partnership or other entity duly organized and validly existing
under the laws of the jurisdiction of its organization; (B) has, and after giving effect to the Mergers will have, all requisite corporate or other power and authority necessary to own its property and carry on its business as now being
conducted and (C) is, and after giving effect to the Mergers will be, qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it or its ownership of property makes such
qualification necessary, except where the failure to be so qualified and be in good standing, individually or in the aggregate, could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. A
“Material Adverse Effect” means (x) a material adverse effect on the business, proposed business (including giving effect to the Transactions), condition (financial or other), results of operations, performance, properties or
affairs of XM Holdings and the Subsidiaries, taken as a whole or (y) an adverse effect on the ability to consummate the Transactions on a timely basis. As of the date hereof, XM Escrow does not have and as of the Closing Date will not have, any
operations, Subsidiaries, assets, indebtedness, liabilities or obligations, other than the Senior Notes and obligations pursuant to this Agreement or the Note Documents. 

  

	 	(vii)	Each Issuer has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under the Note Documents to which it is a party and to
consummate the transactions contemplated hereby, and, without limitation, XM Escrow has all requisite corporate power and authority to issue, sell and deliver and perform its obligations under the Senior Notes. 

  

	 	(viii)	This Agreement has been duly and validly authorized, executed and delivered by each Issuer. 

  

	 	(ix)	The Indenture has been duly and validly authorized by XM Escrow and, when it is duly executed and delivered by XM Escrow (assuming the due authorization, execution and delivery
thereof by the Trustee), will be a legally binding and valid obligation of XM Escrow, enforceable against XM Escrow in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy
Exceptions”). The Indenture, when executed and delivered, will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Final Offering Memorandum. 

  

	 	(x)	 The Senior Notes have been duly and validly authorized for issuance and sale to the Initial Purchasers by XM Escrow, and when issued, authenticated and delivered by
XM Escrow against payment therefor by the Initial 



  

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Purchasers in accordance with the terms of this Agreement and the Indenture, the Senior Notes will be legally binding and valid obligations of XM Escrow,
entitled to the benefits of the Indenture and enforceable against XM Escrow in accordance with their terms, except as the enforcement thereof may be limited by the Bankruptcy Exceptions. The Assumption Indenture has been duly and validly authorized
by the Company and XM Escrow and the Guarantor Indenture has been duly and validly authorized by XM Escrow, the Company and the Guarantors and (1) when each such supplemental indenture is duly executed and delivered by the Company and XM Escrow
in the case of the Assumption Indenture and the Company, XM Escrow and the Guarantors in the case of the Guarantor Indenture (assuming in each case the due authorization, execution and delivery thereof by the Trustee) and (2) upon consummation
of the Escrow Merger, the Assumption Indenture will be a legally valid and binding obligation of the Company and XM Escrow and the Guarantor Indenture will be a legally binding and valid obligation of the Company and the Guarantors, each enforceable
against the Company, XM Escrow and/or the Guarantors (as applicable) in accordance with its terms, except as the enforcement thereof may be limited by the Bankruptcy Exceptions. The Senior Notes, when issued, authenticated and delivered, will
conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Final Offering Memorandum. 


  

	 	(xi)	The Guarantees have been duly and validly authorized by each of the Guarantors and, upon consummation of the Escrow Merger and the effectiveness of the Guarantor Indenture, the
Guarantees will be legally binding and valid obligations of the Guarantors, enforceable against each of them in accordance with their terms, except that enforceability thereof may be limited by the Bankruptcy Exceptions. The Guarantees, when
executed and delivered, will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Final Offering Memorandum. 

  

	 	(xii)	[Intentionally Omitted]. 

  

	 	(xiii)	The Escrow Agreement has been duly and validly authorized by XM Escrow and XM Holdings, when it is duly executed and delivered by XM Escrow and XM Holdings (assuming the due
authorization, execution and delivery thereof by the Escrow Agent and the Trustee), will be a legally binding and valid obligation of each of XM Escrow and XM Holdings, enforceable against each of them in accordance with it terms, except as the
enforcement thereof may be limited by the Bankruptcy Exceptions. The Escrow Agreement conforms in all material respects to the description thereof in each of the Pricing Disclosure Package and the Final Offering Memorandum. 


 

	 	(xiv)	The Merger Agreement conforms in all material respects to the description thereof in each of the Pricing Disclosure Package and the Final Offering Memorandum.


  

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	 	(xv)	The Agreement of Merger of XM Escrow into and with the Company, to be dated as of the Closing Date (the “Escrow Merger Agreement”) has been duly and validly
authorized by XM Escrow and the Company and will be, as of the Closing Date, a legally binding and valid obligation of each of XM Escrow and the Company, enforceable against each of them in accordance with its terms, except as the enforcement
thereof may be limited by the Bankruptcy Exceptions. 

  

	 	(xvi)	XM Escrow has not entered into any Agreements and Instruments (as defined below) other than the respective Note Documents to which it is a party. 

  

	 	(xvii)	 None of XM Escrow, XM Holdings, the Company nor any Subsidiary is, or after giving effect to the Mergers and the offering of Senior Notes will be, (A) in
violation of its charter, bylaws or other constitutive documents, (B) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in
any bond, debenture, note, indenture, mortgage, deed of trust, loan or credit agreement, lease, license, franchise agreement, authorization, permit, certificate or other agreement or instrument to which XM Escrow, XM Holdings, Company or any
Subsidiary is a party or by which any of them is bound or to which any of their assets or properties is subject (collectively, “Agreements and Instruments”), or (C) except as set forth in each of the Pricing Disclosure Package
and Final Offering Memorandum, in violation of any law, statute, rule or regulation or any judgment, order or decree of any domestic or foreign court or other governmental or regulatory authority, agency or other body with jurisdiction over any of
them or any of their assets or properties (“Governmental Authority”) including, without limitation, the Communications Act of 1934 (the “Communications Act”) and the rules and regulations of the Federal
Communications Commission (the “FCC”), except, in the case of clauses (B) and (C), for such defaults or violations as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Except as set forth in each of the Pricing Disclosure Package and Final Offering Memorandum, XM Holdings and its Subsidiaries possess all licenses, permits, approvals, registrations and other authorizations from the FCC and foreign regulatory bodies
necessary to the conduct of its business (the “Communications Licenses”). Except as set forth in each of the Pricing Disclosure Package and Final Offering Memorandum, the Communications Licenses are in full force and effect, have
not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any condition except those set forth on the Communications Licenses themselves or which are generally applicable to authorizations of such type.
Except as set forth in each of the Pricing Disclosure Package and the Final Offering Memorandum (i) to the best knowledge of XM Escrow, the Company and XM Holdings, there is not pending any action by or before the FCC or any foreign regulatory
body to revoke, suspend, cancel, rescind or materially and adversely modify any of the Communications Licenses (other than proceedings of general applicability); (ii)



  

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there is not issued or outstanding, by or before the FCC or any foreign regulatory body, any order to show cause, notice of violation, notice of apparent
liability, order of forfeiture or similar notice against XM Holdings or any of its Subsidiaries that could result in any such action; (iii) to the best knowledge of XM Escrow, the Company and XM Holdings, there are not pending or threatened any
petitions to deny, complaints, investigations, or other proceedings by or before the FCC, any foreign regulatory body or any court of competent jurisdiction (with respect to any appeal of any decision by the FCC or a foreign regulatory body)
concerning XM Holdings or any of its Subsidiaries or the Communications Licenses that can reasonably be expected to result in a Material Adverse Effect. Except as set forth in each of the Pricing Disclosure Package and Final Offering Memorandum, XM
Holdings and its Subsidiaries have made, or have caused to be made, all reports and filings required to be filed by XM Holdings and any of it Subsidiaries with the FCC or any foreign or international regulatory body (including, without limitation,
the International Telecommunication Union), and such reports and filings have been timely filed and are accurate and complete in all material respects, except for such filings which if not made or untimely filed would not reasonably be expected to
result in a Material Adverse Effect. Except as set forth in each of the Pricing Disclosure Package and Final Offering Memorandum, to the best knowledge of XM Escrow, the Company and XM Holdings, there exists no condition that, and after giving
effect to the Mergers there will exist no condition that, with notice, the passage of time or otherwise, would constitute a default under any such document or instrument described in this Section 5(xvii), which default could reasonably be
expected to have a Material Adverse Effect. 


  

	 	(xviii)	 The execution, delivery and performance of the Note Documents and consummation of the Transactions does not and will not (i) violate the charter, bylaws or
other constitutive documents of XM Escrow, XM Holdings, the Company or any Subsidiary, (ii) conflict with or constitute a breach of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or
require consent under, or result in a Repayment Event (as defined below), other than a Repayment Event that will be satisfied at the Closing Date or as contemplated by each of the Pricing Disclosure Package and the Final Offering Memorandum
(including the Refinancing Transactions, any offer to repurchase any of the Company’s senior floating rate notes due 2013 or 10% senior secured discount notes and the amendment to the indenture governing the Company’s 1.75% convertible
senior notes due 2009 (the “1.75% Notes”) to increase the interest rate on such 1.75% Notes), or the creation or imposition of a lien, charge or encumbrance on any property or assets of XM Escrow, XM Holdings, the Company or any
Subsidiary under any of the Agreements and Instruments, to the extent a party thereto or (iii) violate any law, statute, rule or regulation, including, without limitation, Regulation T, U or X of the Board of Governors of the Federal
Reserve System, or any judgment, order or decree of any Governmental Authority. Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 5(b) of this Agreement, 



  

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no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any Governmental Authority is required
to be obtained or made by XM Escrow, XM Holdings, the Company or any Subsidiary for the execution, delivery and performance by XM Escrow, XM Holdings, the Company or any Subsidiary of the Note Documents and the consummation of the Transactions,
except such as have been or will be obtained or made on or prior to the Closing Date. No consents or waivers from any other person or entity are or will be required for the execution, delivery and performance of the Note Documents and the
consummation of the Transactions, other than such consents and waivers as have been obtained or will be obtained prior to the Closing Date and will be in full force and effect. As used herein, a “Repayment Event” means any event or
condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by XM
Escrow, XM Holdings, the Company or any Subsidiary. 


  

	 	(xix)	 (1) KPMG LLP, the public accountants whose report is included or incorporated by reference in each of the Pricing Disclosure Package and the Final Offering
Memorandum, are independent within the meaning of the Act and the rules of the Public Company Accounting Oversight Board. The historical financial statements (including the notes thereto) included or incorporated by reference in each of the Pricing
Disclosure Package and the Final Offering Memorandum present fairly in all material respects the consolidated financial position, results of operations, cash flows and changes in stockholder’s equity of the entities to which they relate at the
respective dates and for the respective periods indicated. All such financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis
throughout the periods presented (except as disclosed therein) and in compliance with Regulation S-X (“Regulation S-X”) under the Exchange Act, except that the interim financial statements do not include full footnote disclosure.
The information set forth under the caption “Summary — Summary of historical consolidated financial data” included in each of the Pricing Disclosure Package and the Final Offering Memorandum have been prepared on a basis consistent
with that of the audited financial statements of the Company. (2) Since the date as of which information is given in each of the Pricing Disclosure Package and the Final Offering Memorandum, except as set forth or contemplated in each of the
Pricing Disclosure Package and the Final Offering Memorandum, (A) none of XM Escrow, XM Holdings, the Company or any Subsidiary has (1) incurred any liabilities or obligations, direct or contingent, that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (B) there has not been any event or development in respect of the business or
condition (financial or other) of XM Holdings, the Company or any Subsidiary that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (C) there has 



  

 - 13 - 









	 	 
been no dividend or distribution of any kind declared, paid or made by XM Holdings on any of its equity interests and (D) there has not been any change
in the long-term debt of XM Holdings, the Company or any Subsidiary. 


  

	 	(xx)	The assumptions used in the pro forma and as adjusted financial information included in each of the Pricing Disclosure Package and the Final Offering Memorandum are reasonable, and
the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. 

  

	 	(xxi)	The statistical and market-related data and forward-looking statements included in each of the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived
from sources that the Issuers believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The Company has obtained the written consent to the use
of such data from such sources to the extent required. 

  

	 	(xxii)	As of the date hereof and as of the Closing Date, immediately prior to and immediately following the consummation of the Transactions, each Issuer is and will be Solvent. As used
herein, “Solvent” shall mean, for any person on a particular date, that on such date (A) the fair value of the property of such person is greater than the total amount of liabilities, including, without limitation, contingent
liabilities, of such person, (B) the present fair salable value of the assets of such person is not less than the amount that will be required to pay the probable liability of such person on its debts as they become absolute and matured,
(C) such person does not intend to, and does not believe that it will, incur debts and liabilities beyond such person’s ability to pay or refinance as such debts and liabilities mature, (D) such person is not engaged in a business or
a transaction, and is not about to engage in a business or a transaction, for which such person’s property would constitute an unreasonably small capital and (E) such person is able to pay or refinance its debts as they become due and
payable. 

  

	 	(xxiii)	Except as set forth in each of the Pricing Disclosure Package and the Final Offering Memorandum, there is (A) no action, suit or proceeding before or by any Governmental
Authority or arbitrator, now pending or, to the knowledge of the Issuers, threatened or contemplated, to which XM Escrow, XM Holdings, the Company or any Subsidiary is or may be a party or to which the business, assets or property of XM Escrow, XM
Holdings, the Company or any Subsidiary is or may be subject, (B) no law, statute, rule or regulation that has been enacted, adopted or issued or, to the knowledge of the Issuers, that has been proposed by any Governmental Authority,
(C) no judgment, decree or order of any Governmental Authority that, in any of clause (A), (B) or (C), could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

  

 - 14 - 









	 	(xxiv)	Except as could not reasonably be expected to have a Material Adverse Effect, no labor disturbance by the employees of XM Holdings, the Company or any Subsidiary exists or, to the
knowledge of the Issuers, is imminent. 

  

	 	(xxv)	None of XM Escrow, XM Holdings, the Company or any of the Subsidiaries has, or after giving effect to the Mergers will have, violated any environmental, safety or similar law or
regulation applicable to it or its business or property relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), lacks or
after giving effect to the Mergers will lack, any permit, license or other approval required of it under applicable Environmental Laws, is violating or after giving effect to the Mergers will be violating, any term or condition of such permit,
license or approval or is subject to any pending or threatened liability under the Environmental Laws which could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect. 

  

	 	(xxvi)	Each of XM Escrow, XM Holdings, the Company and the Subsidiaries have, and after giving effect to the Mergers will have, except as set forth in each of the Pricing Disclosure
Package and Final Offering Memorandum (A) all licenses, certificates, permits, authorizations, approvals, franchises and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities and all
self-regulatory authorities (each, an “Authorization”) necessary to engage in the business conducted by it in the manner described in each of the Pricing Disclosure Package and the Final Offering Memorandum, except where the failure
to hold such Authorizations could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and (B) no reason to believe that any Governmental Authority or self-regulatory authority is considering or
threatening limiting, suspending or revoking any such Authorization, except where such limitation, suspension or revocation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in
each of the Pricing Disclosure Package and Final Offering Memorandum, all such Authorizations are, and after giving effect to the Mergers will be, valid and in full force and effect, and XM Escrow, XM Holdings, the Company and the Subsidiaries are,
and after giving effect to the Mergers will be, in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the authorities having jurisdiction with respect to such
Authorizations, except for any invalidity, failure to be in full force and effect or noncompliance with any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


  

	 	(xxvii)	 Each of XM Holdings and the Subsidiaries have, and after giving effect to the Mergers will have, good, valid and marketable title in fee simple to all items of
owned real property and valid title to all personal property owned by each of them, in each case free and clear of any pledge, lien, 



  

 - 15 - 









	 	 
encumbrance, security interest or other defect or claim of any third party, except (A) such as do not materially and adversely affect the value of such
property and do not materially interfere with the use made or proposed to be made of such property by XM Holdings or such Subsidiary, (B) liens described in each of the Pricing Disclosure Package and the Final Offering Memorandum, (C) as
created pursuant to the Indenture or the Post-Merger Indenture and (D) liens permitted by the Indenture, Post-Merger Indenture and Existing Security Agreements. Any real property, personal property and buildings held under lease by XM Holdings
or any such Subsidiary are, and after giving effect to the Mergers will be, held under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made or proposed to be made of such property and
buildings by XM Holdings or such Subsidiary. 


  

	 	(xxviii)	Each of XM Escrow, XM Holdings, the Company and each Subsidiary owns, possesses or has the right to employ, and after giving effect to the Mergers will own, possess or have the
right to employ all patents, patent rights, licenses (including all FCC, state, local or other regulatory licenses) inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade names, (collectively, the “Intellectual Property”) necessary to conduct the businesses operated by it or that are proposed to be operated by it, including
after giving effect to the Mergers, as described in each of the Pricing Disclosure Package and the Final Offering Memorandum, except where the failure to own, possess or have the right to employ such Intellectual Property, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect. None of XM Escrow, XM Holdings, nor the Company nor any Subsidiary has received any notice of infringement of or conflict with (and neither knows of any such infringement
or a conflict with) asserted rights of others with respect to any of the foregoing that could reasonably be expected to have a Material Adverse Effect. The use of the Intellectual Property in connection with the business and operations of XM
Holdings, the Company and the Subsidiaries does not infringe, and after giving effect to the Mergers will not infringe, on the rights of any person, except for such infringement as could not reasonably be expected to have a Material Adverse Effect.


  

	 	(xxix)	All tax returns required to be filed by XM Escrow, XM Holdings, the Company or any Subsidiary have been filed in all jurisdictions where such returns are required to be filed; and
all taxes, including withholding taxes, value added and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable have been paid, other than those being
contested in good faith and for which reserves have been provided in accordance with GAAP or those currently payable without penalty or interest and except where the failure to make such required filings or payments could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. 

  

 - 16 - 









	 	(xxx)	Neither XM Escrow, XM Holdings, nor the Company nor any Subsidiary has, or after giving effect to the Mergers will have, any liability for any prohibited transaction or accumulated
funding deficiency (within the meaning of Section 412 of the Internal Revenue Code) or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), to which XM Escrow, XM Holdings, the Company or any Subsidiary makes or ever has made a contribution and in which any employee of XM Escrow, XM Holdings, the Company or any Subsidiary is
or has ever been a participant. With respect to such plans, each of XM Escrow, XM Holdings, the Company and each Subsidiary is, and after giving effect to the Mergers will be, in compliance in all material respects with all applicable provisions of
ERISA. 

  

	 	(xxxi)	None of XM Holdings nor any Subsidiary is, or after giving effect to the Transactions will be, required to be registered as an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

  

	 	(xxxii)	XM Holdings, the Company and the Subsidiaries maintain, and after giving effect to the Mergers will maintain, a system of internal accounting controls sufficient to provide
reasonable assurance that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of their financial statements in conformity
with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for their assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 

  

	 	(xxxiii)	 XM Escrow, XM Holdings, the Company and the Subsidiaries have established and maintain, and after giving effect to the Mergers will maintain, disclosure controls
and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to XM Holdings, the Company and the Subsidiaries is made
known to the chief executive officer and chief financial officer of XM Holdings and the Company by others within XM Holdings or Company or any Subsidiary, and such disclosure controls and procedures are reasonably effective to perform the functions
for which they were established subject to the limitations of any such control system; XM Holdings’ and the Company’s auditors and the audit committee of the board of directors of XM Holdings and the Company have been advised of:
(A) any significant deficiencies in the design or operation of internal controls which could adversely affect XM Holdings’ or the Company’s ability to record, process, summarize, and report financial data; and (B) any fraud,
whether or not material, that involves management or other employees who have a role in XM Holdings’ or the Company’s internal controls; 



  

 - 17 - 









	 	 
and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or
in other factors that could significantly affect internal controls. XM Escrow, XM Holdings and the Company has provided or made available to the Initial Purchasers or their counsel true and complete copies of all extant minutes or draft minutes of
meetings, or resolutions adopted by written consent, of the boards of directors of XM Escrow, XM Holdings and the Company and each committee of each such board in the past three years, and all agendas for each such meeting for which minutes or draft
minutes do not exist. 


  

	 	(xxxiv)	Neither XM Holdings nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Act) has, directly or through any person acting on its or their
behalf (other than any Initial Purchaser, as to which no representation is made), (A) taken, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price
of any security of any Issuer to facilitate the sale or resale of the Securities, (B) sold, bid for, purchased or paid any person any compensation for soliciting purchases of the Securities in a manner that would require registration of the
Securities under the Act or paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of any Issuer in a manner that would require registration of the Securities under the Act, (C) sold,
offered for sale, contracted to sell, pledged, solicited offers to buy or otherwise disposed of or negotiated in respect of any security (as defined in the Act) that is currently or will be integrated with the sale of the Securities in a manner that
would require the registration of the Securities under the Act or (D) engaged in any directed selling effort (as defined by Regulation S) with respect to the Securities, and each of them has complied with the offering restrictions requirement
of Regulation S. 

  

	 	(xxxv)	No form of general solicitation or general advertising (prohibited by the Act in connection with offers or sales such as the Exempt Resales) was used by XM Escrow, XM Holdings, the
Company or any person acting on its behalf (other than any Initial Purchaser, as to which no representation is made) in connection with the offer and sale of any of the Securities or in connection with Exempt Resales, including, but not limited to,
articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio or the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation or
general advertising within the meaning of Regulation D under the Act. Neither XM Escrow nor the Company nor any of its affiliates has entered into, or will enter into, any contractual arrangement with respect to the distribution of the
Securities except for this Agreement. 

  

	 	(xxxvi)	 Except as described in the section entitled “Plan of distribution” in each of the Pricing Disclosure Package and the Final Offering Memorandum, there are
no contracts, agreements or understandings between XM Escrow, XM Holdings, the Company or any Subsidiary and any other person 



  

 - 18 - 









	 	 
other than the Initial Purchasers pursuant to this Agreement that would give rise to a valid claim against XM Escrow, XM Holdings, the Company, any
Subsidiary or any of the Initial Purchasers for a brokerage commission, finder’s fee or like payment in connection with the issuance, purchase and sale of the Securities. 


  

	 	(xxxvii)	There is and has been no failure on the part of XM Escrow, XM Holdings, the Company and any of XM Holdings’ or the Company’s directors or officers, in their capacities as
such, to comply in all material respects with any presently applicable provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”), including
Section 402 related to loans and Sections 302 and 906 related to certifications. 

 Each certificate signed by any officer
of any Issuer and delivered to the Initial Purchasers or counsel for the Initial Purchasers pursuant to, or in connection with, this Agreement shall be deemed to be a representation and warranty by the Issuers to the Initial Purchasers as to the
matters covered by such certificate. 
 The Issuers acknowledge that the Initial Purchasers and, for purposes of the opinions to be delivered
to the Initial Purchasers pursuant to Section 8 of this Agreement, counsel to the Issuers and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and the Issuers hereby consent to such
reliance. 
 (b) Each Initial Purchaser represents that it is a QIB and acknowledges that it is purchasing the Securities pursuant to a
private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to
an exemption from the registration requirements of the Act. Each Initial Purchaser, severally and not jointly, represents, warrants and covenants to the Issuers that: 
  

	 	(i)	Neither it, nor any person acting on its behalf, has or will solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as
those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and it has and will solicit offers for the Securities only from, and will offer and sell the
Securities only to, (1) persons whom such Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has
represented to such Initial Purchaser that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in reliance on the exemption from the registration requirements
of the Act pursuant to Rule 144A, or (2) persons other than U.S. persons outside the United States in reliance on, and in compliance with, the exemption from the registration requirements of the Act provided by Regulation S.


  

	 	(ii)	 With respect to offers and sales outside the United States, such Initial Purchaser has offered the Securities and will offer and sell the Securities 



  

 - 19 - 









	 	 
(1) as part of its distribution at any time and (2) otherwise until 40 days after the later of the commencement of the offering of the Securities and
the Closing Date, only in accordance with Rule 903 of Regulation S or another exemption from the registration requirements of the Act. Accordingly, neither such Initial Purchasers nor any person acting on their behalf has engaged or will engage
in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and any such persons have complied and will comply with the offering restrictions requirements of Regulation S. Terms used in this
Section 5(b)(ii) have the meanings given to them by Regulation S. 


 Each Initial Purchaser severally agrees
that, at or prior to confirmation of a sale of Securities pursuant to Regulation S it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it or through it
during the restricted period a confirmation or notice to substantially the following effect: 
 “The Securities covered
hereby have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to or for the account or benefit of, U.S. persons (i) as
part of their distribution at any time and (ii) otherwise until forty days after the later of the date upon which the offering of the Securities commenced and the date of closing, except in either case in accordance with Regulation S or Rule
144A under the Securities Act. Terms used above have the meaning given to them by Regulation S.” 
 The Initial Purchasers understand
that the Issuers and, for purposes of the opinions to be delivered to them pursuant to Section 8 hereof, counsel to the Issuers and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations, and
each Initial Purchaser hereby consents to such reliance. 
 6. Indemnification. (a) The Issuers, jointly and severally, agree to
indemnify and hold harmless the Initial Purchasers, each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, the agents, employees, officers and
directors of any Initial Purchaser and the agents, employees, officers and directors of any such controlling person from and against any and all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited, to reasonable
attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all reasonable amounts paid in settlement of
any claim or litigation) (collectively, “Losses”) to which they or any of them may become subject under the Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, any Issuer Written Communication (including, but not limited to, any “road show,” as defined in Rule 433 under the Securities
Act), the Final Offering Memorandum, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that none of the Issuers will be liable in any such case to the extent, but only to the extent, that any such Loss arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission relating to an Initial Purchaser made therein in reliance upon and in conformity with written information furnished to XM Escrow and the Company by or on behalf of such Initial Purchaser
through the Representative expressly for use therein. This indemnity agreement will be in addition to any liability that the Issuers may otherwise have, including, but not limited to, liability under this Agreement. 
  

 - 20 - 








 (b) Each Initial Purchaser agrees to indemnify and hold harmless the Issuers, and each person, if any,
who controls any of the Issuers within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, the agents, employees, officers and directors and the agents, employees, officers and directors of any of the Issuers of
any such controlling person from and against any and all Losses to which they or any of them may become subject under the Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package or the Final Offering Memorandum, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such Loss arises out of or
is based upon any untrue statement or alleged untrue statement or omission or alleged omission relating to such Initial Purchaser made therein in reliance upon and in conformity with information furnished in writing to XM Escrow and the Company by
or on behalf of such Initial Purchaser through the Representative expressly for use therein. 
 (c) Promptly after receipt by an indemnified
party under subsection 6(a) or 6(b) above of notice of the commencement of any action, suit or proceeding (collectively, an “action”), such indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement of such action; provided that the failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability that it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure; and provided further, that the failure to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have to an indemnified person otherwise than under this Section 6. In case any such action is brought against any indemnified party, and it notifies an indemnifying party
of the commencement of such action, the indemnifying party will be entitled to participate in such action, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense of such action with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such action,
but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying parties in connection with the
defense of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the named parties to such
action (including any impleaded parties) include such indemnified party and the indemnifying parties (or such indemnifying parties have assumed the defense of such action), and such indemnified party or parties shall have reasonably concluded that
there may be defenses available to it or them that are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on
behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses of counsel shall be borne by the indemnifying parties. In no event shall the indemnifying parties be liable for the fees and expenses of more than
one counsel (together with appropriate local counsel) at any time for all indemnified parties in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. An indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent may not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as 

  

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contemplated by paragraph (a) or (b) of this Section 6, then the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 45 days’ prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
 7. Contribution. In
order to provide for contribution in circumstances in which the indemnification provided for in Section 6 of this Agreement is for any reason held to be unavailable from the indemnifying party, or is insufficient to hold harmless a party
indemnified under Section 6 of this Agreement, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Issuers, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities or (ii) if such allocation is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to above but also the relative fault of the Issuers, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions that resulted in such Losses, as
well as any other relevant equitable considerations. The relative benefits received by the Issuers, on the one hand, and the Initial Purchasers, on the other hand, shall be deemed to be in the same proportion as (x) the total proceeds from the
offering of Securities (net of discounts and commissions but before deducting expenses) received by the Issuers are to (y) the total discount and commissions received by the Initial Purchasers. The relative fault of the Issuers, on the one
hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by an Issuer or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission. 
 The Issuers and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Initial Purchaser be
required to contribute any amount in excess of the amount by which the total discount and commissions applicable to the Securities purchased by such Initial Purchaser pursuant to this Agreement exceeds the amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Initial Purchasers, and each person, if any, who controls an Issuer within the meaning of Section 15 of the Act or Section 20(a) of
the Exchange Act and each director, officer, employee and agent of an Issuer shall have the same rights to contribution as the Issuers. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action against
such party in respect of which a claim for contribution may be made against another party or parties under this Section 7, notify such party or parties from whom contribution may be sought, but the 

  

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omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may
have under this Section 7 or otherwise, except to the extent that it has been prejudiced in any material respect by such failure; provided, however, that no additional notice shall be required with respect to any action for which
notice has been given under Section 6 for purposes of indemnification. Anything in this section to the contrary notwithstanding, no party shall be liable for contribution with respect to any action or claim settled without its written consent;
provided, however, that such written consent was not unreasonably withheld. 
 8. Conditions of Initial Purchasers’
Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:

 (a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct on the
date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date.
The Initial Purchasers shall have received certificates, dated the Closing Date, signed by any combination of two of the chairman of the board of directors, chief executive officer, chief financial officer and general counsel of each of XM Holdings
and the Company, certifying as to the foregoing and to the effect in Section 8(c), among other matters. 
 (b) The Final
Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by Section 5(b). No stop order suspending the qualification or exemption from qualification of the Securities in any jurisdiction shall
have been issued and no proceeding for that purpose shall have been commenced or shall be pending or, to XM Holdings’s knowledge, threatened. 
 (c) Since the execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of XM Holdings, the Company or any Subsidiary by any “nationally recognized
statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the
direction of the possible change. 
 (d) No event or condition of a type described in Section 5(a)(xix)(2) hereof shall
have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Final Offering Memorandum (excluding any amendment or supplement thereto) the
effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure
Package and the Final Offering Memorandum. 
 (e) The Initial Purchasers shall have received on the Closing Date (i) an
opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, substantially in the form of Exhibit A-1 attached hereto,
(ii) an opinion and negative assurance letter each dated the Closing Date, addressed to the Initial Purchasers, of Hogan & Hartson L.L.P., regarding regulatory and certain corporate matters, substantially in the form of Exhibit
A-2 attached hereto and (iii) an opinion dated the Closing Date, addressed to the Initial Purchasers, of Simpson Thacher & Bartlett LLP, counsel to Sirius, substantially in the form of Exhibit A-3 hereto. 
  

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 (f) The Initial Purchasers shall have received on the Closing Date an opinion and
negative assurance letter dated the Closing Date of Latham & Watkins LLP, counsel to the Initial Purchasers, in form and substance satisfactory to the Representative. Such counsel shall have been furnished with such certificates and
documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations,
warranties or conditions contained in this Agreement. 
 (g) On the date hereof, the Initial Purchasers shall have received
(i) a “comfort letter” from the independent public accountants for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the Representative and counsel to the
Initial Purchasers, covering the financial and accounting information in the Pricing Disclosure Package and (ii) a “comfort letter” from the independent public accountants for the Company, dated the date of this Agreement, addressed
to the Initial Purchasers and in form and substance satisfactory to the Representative and counsel to the Initial Purchasers, covering the financial and accounting information in the Final Offering Memorandum. In addition, the Initial Purchasers
shall have received a “bring-down comfort letter” from the independent public accountants for the Company, dated as of the Closing Date, addressed to the Initial Purchasers and in the form of the “comfort letter” delivered on the
date hereof, except that (i) it shall cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to
the Closing Date, and otherwise in form and substance satisfactory to the Representative and counsel to the Initial Purchasers. 
 (h) XM Escrow and the Trustee shall have executed and delivered the Indenture, the Company, XM Escrow and the Trustee shall have executed and delivered the Assumption Indenture and the Company, XM Escrow and the Guarantors and the Trustee
shall have executed and delivered the Guarantor Indenture and the Initial Purchasers shall have received copies thereof. 
 (i) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Securities in accordance with this Agreement and such other information as they may reasonably request. 
 (j) XM Escrow, XM Holdings, the Escrow Agent and the Trustee shall have executed and delivered the Escrow Agreement and the Initial
Purchasers shall have received copies thereof. The Escrow Account shall have been established by the Escrow Agent, to the reasonable satisfaction of the Initial Purchasers. XM Holdings and the Company shall have deposited the Initial Escrow Amount
into the Escrow Account and the Escrowed Funds shall be remaining in the Escrow Account. XM Escrow shall have granted, to the extent it has rights therein, a valid first priority security interest in the Escrow Account and all Escrowed Funds
maintained therein in favor of the Trustee on behalf of the holders of the Senior Notes and shall have perfected such security interest to the reasonable satisfaction of the Initial Purchasers and the other conditions contained in the Escrow
Agreement shall have been satisfied. The Initial Purchasers shall have received copies of such documents as they may reasonably request in connection with the foregoing. 
 (k) XM Escrow and the Company shall have executed and delivered the Escrow Merger Agreement and the Initial Purchasers shall have received
copies thereof. 
  

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 (l) The Securities shall be eligible for trading in Portal upon issuance. All agreements
set forth in the blanket representation letter of the Company to DTC relating to the approval of the Senior Notes by DTC for “book-entry” transfer shall have been complied with. 
 If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived
by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party. 

The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing
Date. 
 9. Initial Purchasers Information. XM Escrow, XM Holdings, the Company and the Initial Purchasers severally
acknowledge that, for all purposes (including Sections 5(a)(i) and 6), the statements set forth in the seventh and ninth paragraphs and the fifth sentence of the tenth paragraph under “Plan of distribution” in the Preliminary Offering
Memorandum and the Final Offering Memorandum constitute the only information furnished in writing by or behalf of any Initial Purchaser expressly for use in the Pricing Disclosure Package or the Final Offering Memorandum. 
 10. Survival of Representations and Agreements. All representations and warranties, covenants and agreements contained in this Agreement,
including the agreements contained in Sections 4(f) and 11(d), the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Initial Purchasers or any controlling person thereof or by or on behalf of XM Escrow, XM Holdings, the Company or any controlling person thereof, and shall survive delivery of and payment for the Senior
Notes to and by the Initial Purchasers. The agreements contained in Sections 4(f), 6, 7, 9 and 11(c) shall survive the termination of this Agreement, including pursuant to Section 11. 
 11. Effective Date of Agreement; Termination. This Agreement shall become effective upon execution and delivery of a counterpart hereof by
each of the parties hereto. 
 (a) The Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing
Date by written notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers’ part to XM Holdings, the Company or any affiliate thereof if, on or prior to such
date, (i) the Issuers shall have failed, refused or been unable to perform any agreement on its part to be performed under this Agreement when and as required; (ii) any other condition to the obligations of the Initial Purchasers under
this Agreement to be fulfilled by the Issuers pursuant to Section 8 is not fulfilled when and as required in any material respect; (iii) trading in any securities of the Company, XM Holdings or any Subsidiary shall be suspended or limited
by the Commission or The Nasdaq National Market or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or The Nasdaq National Market shall have been suspended or materially limited, or minimum prices
shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) a general moratorium shall have been declared by either Federal or New York State
authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred; (v) there is an outbreak or escalation of hostilities or national or international calamity in
any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political,
financial or otherwise) which affects the U.S. and international markets, making it, in the Representative’s judgment, impracticable to proceed with the offering, sale or 

  

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delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; or (vi) there shall have been such a material
adverse change in general economic, political or financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States
shall be such as, in the Representative’s judgment, to make it inadvisable or impracticable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package.

 (b) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by
telephone or facsimile, confirmed in writing by letter. 
 (c) If this Agreement shall be terminated pursuant to Section 11(a), or if
the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Issuers to satisfy any condition to the obligations of the Initial Purchasers set forth in this Agreement to
be satisfied or because of any refusal, inability or failure on the part of the Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Issuers, jointly and severally, will reimburse the Initial
Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, the fees and expenses of the Initial Purchasers’ counsel) incurred in connection with this Agreement and the transactions contemplated hereby.

 (d) If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial
Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective
proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which
the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default by any Initial
Purchaser as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Representative shall determine in order that the required changes in the Final Offering Memorandum or
in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its
default hereunder. 
 12. Notice. All communications with respect to or
under this Agreement, except as may be otherwise specifically provided in this Agreement, shall be in writing and, if sent to the Initial Purchasers, shall be mailed, delivered or telecopied and confirmed in writing to c/o J.P. Morgan Securities
Inc. 270 Park Avenue, 5th Floor, New York, NY 10017 (fax number : 212-270-1063, Attention: Jessica Kearns and (ii) Latham & Watkins
LLP, 885 Third Avenue, Suite 1000, New York, NY 10022 (fax number: 212-751-4864), Attention: Marc D. Jaffe; and if sent to the Issuers, shall be mailed, delivered or telecopied and confirmed in writing to (i) XM Satellite Radio Inc., 1500
Eckington Place, NE, Washington, DC 20002 (telephone: 202-380-4000, fax: 202-380-4534), Attention: General Counsel, (ii) with a copy for information purposes only to (a) Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square,
New York, NY 10036 (fax number: 212-735-3574) Attention: David J. Goldschmidt (b) Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36th Floor, New York, NY 10020 (telephone: 212-584-5100, fax: 212-584-5353), Attention: General Counsel and (c) Simpson, Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017 (fax: 212-455-2695), Attention: Gary L.
Sellers. 
  

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 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if
personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged by telecopier machine, if telecopied; and one business day after being timely delivered to a next-day air courier.

 13. Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Initial Purchasers, the
Issuers and the other indemnified parties referred to in Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by
virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Notes from the Initial Purchasers. 
 14. Construction. This Agreement shall be construed in accordance with the internal laws of the State of New York (without giving
effect to any provisions thereof relating to conflicts of law other than New York General Obligations Law Section 5-1401 and 5-1402). 
 15. Submission to Jurisdiction; Waiver of Jury Trial. No proceeding related to this Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New
York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Issuers hereby consent to the
jurisdiction of such courts and personal service with respect thereto. The Issuers hereby waive all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.
The Issuers agree that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon the Issuers and may be enforced in any other courts in the jurisdiction of which the Issuers are or may be subject, by suit
upon such judgment. 
 16. Captions. The captions included in this Agreement are included solely for convenience of reference
and are not to be considered a part of this Agreement. 
 17. Counterparts. This Agreement may be executed in various
counterparts that together shall constitute one and the same instrument. 
 18. No Fiduciary Relationship. The Issuers hereby
acknowledge that the Initial Purchasers are acting solely as initial purchasers in connection with the purchase and sale of the Securities. The Issuers further acknowledge that each of the Initial Purchasers is acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that any Initial Purchaser act or be responsible as a fiduciary to the Issuers, their management, stockholders, creditors
or any other person in connection with any activity that such Initial Purchaser may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchasers hereby
expressly disclaim any fiduciary or similar obligations to the Issuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Issuers hereby confirm their understanding and
agreement to that effect. The Issuers and each Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by any Initial Purchaser
to the Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or 

  

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recommendations to the Issuers. The Issuers hereby waive and release, to the fullest extent permitted by law, any claims that such Issuers may have against
the Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 
 [Signature Pages Follow] 
  

 28 








 If the foregoing Purchase Agreement correctly sets forth the understanding among the Issuers and the
Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Issuers and the Initial Purchasers. 
  

			
	XM ESCROW LLC
		
	By:	 	 /s/ Nate Davis

	Name:	 	Nate Davis
	Title:	 	President and Chief Executive Officer
	
	XM SATELLITE RADIO INC.
		
	By:	 	 /s/ Nate Davis

	Name:	 	Nate Davis
	Title:	 	President and Chief Executive Officer
	
	XM SATELLITE RADIO HOLDINGS INC.
		
	By:	 	 /s/ Nate Davis

	Name:	 	Nate Davis
	Title:	 	President and Chief Executive Officer
	
	XM EQUIPMENT LEASING LLC
		
	By:	 	 /s/ Nate Davis

	Name:	 	Nate Davis
	Title:	 	President and Chief Executive Officer
	
	XM RADIO INC.
		
	By:	 	 /s/ Nate Davis

	Name:	 	Nate Davis
	Title:	 	President and Chief Executive Officer










			
	Confirmed and accepted as of the date first above written:
	
	 J.P. MORGAN SECURITIES INC.
 UBS SECURITIES
LLC
 MORGAN STANLEY & CO. INCORPORATED

		
	By:	 	 J.P. MORGAN SECURITIES INC.
 Acting on behalf of
itself and as Representative of the several Initial Purchasers

		
	By:	 	 /s/ Jessica Kearns

	Name:	 	Jessica Kearns
	Title:	 	Managing Director








 Schedule I 
  

				
	 Initial Purchaser
	  	Principal Amount
of 13% Senior
Notes due
2014
to be Purchased
	 J.P. Morgan Securities Inc.
	  	$	467,100,000
	 UBS Securities LLC
	  	$	155,700,000
	 Morgan Stanley & Co. Incorporated
	  	$	155,700,000
	 Total
	  	$	778,500,000
		  	 	 








 Schedule II 
 Subsidiaries of XM Satellite Radio Holdings Inc. 
 XM Satellite Radio Inc. 
 XM 1500 Eckington LLC 
 XM Orbit LLC 
 XM Investments LLC 
 XM Escrow LLC 
 Subsidiaries of XM Satellite Radio Inc. 
 XM Radio Inc. 
 XM Innovations Inc. 
 XM Equipment Leasing LLC 
 XM EMall Inc. 
 XM Capital Resources Inc. 
 All of these subsidiaries are organized in the State of Delaware and are wholly owned subsidiaries.