Exhibit 4.77



 Exhibit 4.77 
 EXECUTION VERSION 
  
  
 XM ESCROW LLC 
 13% Senior Notes due 2014

  
  
 INDENTURE 
 Dated as of July 31, 2008

  
  
 THE BANK OF NEW YORK MELLON 
 Trustee

  
  







 Table of Contents 
  


					
	 	  	 	  	Page
	ARTICLE 1
	
	Definitions and Incorporation by Reference
			
	SECTION 1.01.	  	Definitions	  	1
	SECTION 1.02.	  	Other Definitions	  	31
	SECTION 1.03.	  	Rules of Construction	  	31
	
	ARTICLE 2
	
	The Notes
			
	SECTION 2.01.	  	Form and Dating	  	32
	SECTION 2.02.	  	Execution and Authentication	  	32
	SECTION 2.03.	  	Registrar and Paying Agent	  	33
	SECTION 2.04.	  	Paying Agent To Hold Money in Trust	  	34
	SECTION 2.05.	  	Noteholder Lists	  	34
	SECTION 2.06.	  	Transfer and Exchange	  	34
	SECTION 2.07.	  	Replacement Notes	  	35
	SECTION 2.08.	  	Outstanding Notes	  	35
	SECTION 2.09.	  	Temporary Notes	  	35
	SECTION 2.10.	  	Cancellation	  	36
	SECTION 2.11.	  	Defaulted Interest	  	36
	SECTION 2.12.	  	CUSIP Numbers, ISINs, etc	  	36
	SECTION 2.13.	  	Issuance of Additional Notes	  	36
	
	ARTICLE 3
	
	Redemption
			
	SECTION 3.01.	  	Notices to Trustee of Special Redemption	  	37
	SECTION 3.02.	  	Selection of Notes to Be Redeemed	  	37
	SECTION 3.03.	  	Notice of Redemption	  	37
	SECTION 3.04.	  	Effect of Notice of Redemption	  	38
	SECTION 3.05.	  	Deposit of Redemption Price	  	38
	SECTION 3.06.	  	Notes Redeemed in Part	  	38
	SECTION 3.07.	  	Optional Redemption	  	38
	SECTION 3.08.	  	Special Redemption	  	40

  

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	ARTICLE 4
	
	Covenants
			
	SECTION 4.01.	  	Payment of Notes	  	41
	SECTION 4.02.	  	SEC Reports	  	41
	SECTION 4.03.	  	Limitation on Indebtedness	  	43
	SECTION 4.04.	  	Limitation on Restricted Payments	  	47
	SECTION 4.05.	  	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	51
	SECTION 4.06.	  	Limitation on Sales of Assets and Subsidiary Stock	  	53
	SECTION 4.07.	  	Limitation on Affiliate Transactions	  	57
	SECTION 4.08.	  	Limitation on Line of Business	  	59
	SECTION 4.09.	  	Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries	  	59
	SECTION 4.10.	  	Change of Control	  	59
	SECTION 4.11.	  	Limitation on Liens	  	61
	SECTION 4.12.	  	Limitation on Sale/Leaseback Transactions	  	61
	SECTION 4.13.	  	Compliance Certificate	  	61
	SECTION 4.14.	  	Further Instruments and Acts	  	61
	SECTION 4.15.	  	Changes in Covenants When Notes Rated Investment Grade	  	62
	
	ARTICLE 5
	
	Successor Company
			
	SECTION 5.01.	  	When Company May Merge or Transfer Assets	  	62
	
	ARTICLE 6
	
	Defaults and Remedies
			
	SECTION 6.01.	  	Events of Default	  	63
	SECTION 6.02.	  	Acceleration	  	65
	SECTION 6.03.	  	Other Remedies	  	66
	SECTION 6.04.	  	Waiver of Past Defaults	  	66
	SECTION 6.05.	  	Control by Majority	  	66
	SECTION 6.06.	  	Limitation on Suits	  	67
	SECTION 6.07.	  	Rights of Holders to Receive Payment	  	67
	SECTION 6.08.	  	Collection Suit by Trustee	  	67
	SECTION 6.09.	  	Trustee May File Proofs of Claim	  	67
	SECTION 6.10.	  	Undertaking for Costs	  	68
	SECTION 6.11.	  	Waiver of Stay or Extension Laws	  	68
	SECTION 6.12.	  	Sole Remedy for Failure to Report	  	68
	
	ARTICLE 7
	
	Trustee
			
	SECTION 7.01.	  	Duties of Trustee	  	69
	SECTION 7.02.	  	Rights of Trustee	  	70

  

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	SECTION 7.03.	  	Individual Rights of Trustee	  	71
	SECTION 7.04.	  	Trustee’s Disclaimer	  	72
	SECTION 7.05.	  	Notice of Defaults	  	72
	SECTION 7.06.	  	Reports by Trustee to Holders	  	72
	SECTION 7.07.	  	Compensation and Indemnity	  	72
	SECTION 7.08.	  	Replacement of Trustee	  	73
	SECTION 7.09.	  	Successor Trustee by Merger	  	74
	SECTION 7.10.	  	Eligibility; Disqualification	  	74
	SECTION 7.11.	  	Trustee’s Application for Instructions from the Company	  	74
	
	ARTICLE 8
	
	Discharge of Indenture; Defeasance
			
	SECTION 8.01.	  	Discharge of Liability on Notes; Defeasance	  	74
	SECTION 8.02.	  	Conditions to Defeasance	  	75
	SECTION 8.03.	  	Application of Trust Money	  	76
	SECTION 8.04.	  	Repayment to Company	  	77
	SECTION 8.05.	  	Indemnity for Government Obligations	  	77
	SECTION 8.06.	  	Reinstatement	  	77
	
	ARTICLE 9
	
	Amendments
			
	SECTION 9.01.	  	Without Consent of Holders	  	77
	SECTION 9.02.	  	With Consent of Holders	  	78
	SECTION 9.03.	  	Revocation and Effect of Consents and Waivers	  	79
	SECTION 9.04.	  	Notation on or Exchange of Notes	  	80
	SECTION 9.05.	  	Trustee To Sign Amendments	  	80
	SECTION 9.06.	  	Payment for Consent	  	80
	
	ARTICLE 10
	
	Guarantee
			
	SECTION 10.01.	  	Guarantee	  	80
	SECTION 10.02.	  	Limitation on Guarantor Liability	  	81
	SECTION 10.03.	  	Delivery of Note Guarantee	  	82
	SECTION 10.04.	  	Guarantors May Consolidate, etc., on Certain Terms	  	82
	SECTION 10.05.	  	Releases	  	83
	SECTION 10.06.	  	Addition of Subsidiary Guarantors	  	84

  

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	ARTICLE 11
	
	Miscellaneous
			
	SECTION 11.01.	  	Notices	  	84
	SECTION 11.02.	  	Communication by Holders with Other Holders	  	85
	SECTION 11.03.	  	Certificate and Opinion as to Conditions Precedent	  	85
	SECTION 11.04.	  	Statements Required in Certificate or Opinion	  	86
	SECTION 11.05.	  	When Notes Disregarded	  	86
	SECTION 11.06.	  	Rules by Trustee, Paying Agent and Registrar	  	86
	SECTION 11.07.	  	Legal Holidays	  	86
	SECTION 11.08.	  	Governing Law	  	86
	SECTION 11.09.	  	No Recourse Against Others	  	86
	SECTION 11.10.	  	Successors	  	87
	SECTION 11.11.	  	Multiple Originals	  	87
	SECTION 11.12.	  	Table of Contents; Headings	  	87
	SECTION 11.13.	  	Waiver of Jury Trial	  	87
	SECTION 11.14.	  	Force Majeure	  	87
	SECTION 11.15.	  	Concerning the Escrow Agreement	  	87

  

	
	Rule 144A/Regulation S/IAI Appendix
	
	Exhibit 1 – Form of Note
	
	Exhibit 2 – Form of Supplemental Indenture (to be delivered by subsequent Guarantors)
	
	Exhibit 3 – Form of Supplemental Indenture (to become effective upon consummation of the Escrow LLC-Company Merger)

  

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 INDENTURE dated as of July 31, 2008 between XM ESCROW LLC, a Delaware limited liability company (the
“Company”), which is a wholly-owned subsidiary of XM Satellite Radio Holdings Inc., a Delaware corporation (alternately, “Holdings” and the “Parent Guarantor”), and THE BANK OF NEW YORK MELLON, a
New York banking corporation (the “Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of 13% Senior Notes due 2014 (the “Notes”): 
 ARTICLE 1 
 Definitions and Incorporation by Reference 
 SECTION 1.01. Definitions. 
 “Additional Assets” means: 
 (1) any property, plant, license or equipment used in a Related Business; 
 (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company
or another Restricted Subsidiary; or 
 (3) Capital Stock constituting a minority interest in any Person that at such time is
a Restricted Subsidiary; 
 provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged
in a Related Business. 
 “Additional Notes” means Notes under this Indenture after the Issue Date and in compliance with
Sections 2.13 and 4.03, it being understood that any Notes issued in exchange for or replacement of any Note issued on the Issue Date shall not be an Additional Note. 
 “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes
of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing
10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company (excluding any Person permitted to report such ownership on Schedule 13G under the Exchange Act) or of rights or warrants to purchase such Capital
Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. 
 “Asset Disposition” means any sale, lease (other than an operating lease entered into in the ordinary course of business), transfer or other disposition (or series of related sales, leases, 








 
transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of: 
 (1) any shares of Capital
Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); 
 (2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or 
 (3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such
Restricted Subsidiary 
 (other than, in the case of clauses (1), (2) and (3) above, 
 (A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

 (B) for purposes of Section 4.06 only, (i) a disposition that constitutes a Restricted Payment (or would
constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by Section 4.04; (ii) the making of an Asset Swap and (iii) a disposition of all or substantially all the assets of the
Company in accordance with Section 5.01; 
 (C) a disposition of assets with a fair market value of less than $10
million; 
 (D) a disposition of cash or Temporary Cash Investments; 
 (E) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien); 
 (F) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other
property, provided, however, such licensing or sublicensing shall not interfere in any material respect with the Company’s continuing use of such intellectual property or other general intangibles and licenses, leases or subleases of
other property; 
 (G) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course
of business; 
 (H) any issuance or sale of Capital Stock of an Unrestricted Subsidiary; 
 (I) foreclosure on assets; and 
 (J) disposition of damaged, obsolete or worn-out property in the ordinary course of business.) 
  

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 “Asset Swap” means concurrent purchase and sale or exchange of Related Business Assets
between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash received must be applied in accordance with Section 4.06. 
 “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of
the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such
Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”. 
 “Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing: 

(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal
payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by 
 (2) the sum of all such payments. 
 “Board of Directors” means the Board of Directors of the Company or Sirius
Satellite Radio Inc., as the case may be, or any committee thereof duly authorized to act on behalf of such Board. 
 “Business
Day” means each day which is not a Legal Holiday. 
 “Capital Lease Obligation” means an obligation that is
required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
For purposes of Section 4.11, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased. 
 “Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity
of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 
 “Change of
Control” means the occurrence of any of the following: 
 (1) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for 

  

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purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or Sirius Satellite Radio Inc. (for the purposes of this
clause (1), such other person shall be deemed to beneficially own any Voting Stock of a Person held by any other Person (the “parent entity”), if such other person is the beneficial owner (as defined above in this clause (1)),
directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity); 
 (2) the first day
on which a majority of the members of the Board of Directors of the Company or Sirius Satellite Radio Inc. are not Continuing Directors, other than in connection with the Merger; 
 (3) the adoption of a plan relating to the liquidation or dissolution of the Company or Sirius Satellite Radio Inc.; or 
 (4) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, or of Sirius Satellite Radio Inc. and its Subsidiaries taken as a whole, to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act); 
 Notwithstanding the foregoing, the consummation of
none of the Merger, a Holdings-Company Merger, the Escrow LLC-Company Merger, a Company-Sirius Merger or a Holdings-Sirius Merger will constitute a Change of Control under this Indenture. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

 “Company-Sirius Merger” means (a) a merger or consolidation of XM Satellite Radio Inc. with or into Sirius Satellite
Radio Inc. or a merger or consolidation of Sirius Satellite Radio Inc. with or into XM Satellite Radio Inc. or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of XM Satellite
Radio Inc. to Sirius Satellite Radio Inc. or of Sirius Satellite Radio Inc. to XM Satellite Radio Inc. 
 “Consolidated Current
Liabilities” as of the date of determination means the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as
estimated), on a consolidated basis, after eliminating: 
 (1) all intercompany items between the Company and any Restricted
Subsidiary; and 
  

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 (2) all current maturities of long-term Indebtedness, all as determined in accordance
with GAAP consistently applied. 
 “Consolidated Income Tax Expense” means, with respect to the Company for any period, the
provision for federal, state, local and foreign taxes based on income or profits (including franchise taxes) payable by the Company and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

 “Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including amortization of debt issuance costs and original issue discount), non-cash interest payments, the interest component of any deferred payment Obligations,
the interest component of all payments associated with Capital Lease Obligations and Attributable Debt, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers’ acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations. 
 “Consolidated Leverage Ratio” as of any date of
determination means the ratio of (x) the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries as of such date of determination to (y) Consolidated Operating Cash Flow for the most recent four consecutive fiscal
quarters ending prior to such date of determination for which financial information is available (the “Reference Period”); provided, however, that: 
 (1) if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is an Incurrence of Indebtedness, the amount
of such Indebtedness shall be calculated after giving effect on a pro forma basis to such Indebtedness; 
 (2) if the
Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness that was outstanding as of the end of such fiscal quarter or if any Indebtedness is to be repaid, repurchased, defeased or otherwise
discharged on the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio (other than, in each case, Indebtedness Incurred under any revolving credit agreement), the aggregate amount of Indebtedness shall be
calculated on a pro forma basis and Consolidated Operating Cash Flow shall be calculated as if the Company or such Restricted Subsidiary had not earned the interest income, if any, actually earned during the Reference Period in respect of
cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness; 
 (3) if
since the beginning of the Reference Period the Company or any Restricted Subsidiary shall have made any Asset Disposition, the Consolidated Operating Cash Flow for the Reference Period shall be reduced by an amount equal to the Consolidated
Operating Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Disposition for the Reference Period or increased by an amount equal to the Consolidated Operating Cash Flow (if negative) directly
attributable thereto for the Reference Period; 
  

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 (4) if since the beginning of the Reference Period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets which constitutes all or substantially all of an operating unit of a
business, Consolidated Operating Cash Flow for the Reference Period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of
the Reference Period; and 
 (5) if since the beginning of the Reference Period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such Reference Period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during the Reference Period, Consolidated Operating Cash Flow for the Reference Period shall be calculated after giving pro forma
effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of the Reference Period. 
 For purposes
of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in accordance with GAAP in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable
to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall
be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent such Indebtedness was Incurred solely for working capital purposes. 
 “Consolidated Net Income” means, for any period, the net income of the Company and its consolidated Subsidiaries; provided,
however, that there shall not be included in such Consolidated Net Income: 
 (1) any net income of any Person (other than
the Company) if such Person is not a Restricted Subsidiary, except that: 
 (A) subject to the exclusion contained in clauses
(3), (4) and (5) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such
period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (2) below); and 

 

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 (B) the Company’s equity in a net loss of any such Person for such period shall be
included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary; 
 (2) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to the Company, except that: 
 (A) subject to the exclusion contained in clauses (3),
(4) and (5) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such
Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained
in this clause); and 
 (B) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be
included in determining such Consolidated Net Income; 
 (3) any gain (or loss) realized upon the sale or other disposition of
any assets of the Company or its consolidated Restricted Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale
or other disposition of any Capital Stock of any Person; 
 (4) extraordinary gains or losses; and 
 (5) the cumulative effect of a change in accounting principles, 
 in each case, for such period. Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments,
proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such
Section pursuant to Section 4.04(a)(3)(D). 
 “Consolidated Operating Cash Flow” means, with respect to the Company and
its Restricted Subsidiaries on a consolidated basis, for any period, an amount equal to Consolidated Net Income for such period increased (without duplication) by the sum of: 
 (1) Consolidated Income Tax Expense accrued for such period to the extent deducted in determining Consolidated Net Income for such period;

  

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 (2) Consolidated Interest Expense for such period to the extent deducted in determining
Consolidated Net Income for such period; and 
 (3) depreciation, amortization and any other noncash items for such period to
the extent deducted in determining Consolidated Net Income for such period (other than any noncash item which requires the accrual of, or a reserve for, cash charges for any future period) of the Company and the Restricted Subsidiaries (including
amortization of capitalized debt issuance costs for such period, any noncash compensation expense realized for grants of stock options or other rights to officers, directors, consultants and employees and noncash charges related to equity granted to
third parties), all of the foregoing determined on a consolidated basis in accordance with GAAP, and decreased by noncash items to the extent they increase Consolidated Net Income (including the partial or entire reversal of reserves taken in prior
periods, but excluding reversals of accruals or reserves for cash charges taken in prior periods) for such period. 
 “Consolidated
Total Assets” means the total assets of the Company and its consolidated Restricted Subsidiaries, as shown on the most recent balance sheet of the Company, determined on a consolidated basis in accordance with GAAP. 
 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors who: 
 (1) was a member of such Board of Directors on the Issue Date; or 
 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were
members of such board at the time of such nomination or election. 
 “Corporate Trust Office” means the principal office of
the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company). 
 “Default” means any event which is, or after notice or passage of time or both
would be, an Event of Default. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its
terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: 
 (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified
Stock) pursuant to a sinking fund obligation or otherwise; 
  

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 (2) is convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or 
 (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or
otherwise, in whole or in part; 
 in each case on or prior to the date that is 91 days after the Stated Maturity of the Notes; provided, however,
that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or
“change of control” shall not constitute Disqualified Stock if: 
 (A) the “asset sale” or “change of
control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes in Sections 4.06 and 4.10 of this Indenture; and 
 (B) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any
Notes tendered pursuant thereto. 
 The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price
will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture;
provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock
as reflected in the most recent financial statements of such Person. 
 “Equity Offering” means a primary public or private
offering of Capital Stock of Sirius Satellite Radio Inc. pursuant to an effective registration statement under the Securities Act, an offering memorandum, private placement memorandum or otherwise, other than offerings with respect to the Common
Stock, or options, warrants or rights of Sirius Satellite Radio Inc., registered on Form S-4 or S-8, the Net Cash Proceeds of which are contributed to the Company’s equity capital within 90 days after receipt by Sirius Satellite Radio Inc. of
such cash proceeds. 
 “Escrow Agreement” means the Escrow and Security Agreement dated July 31, 2008 among XM Escrow
LLC, XM Satellite Radio Holdings Inc., The Bank of New York Mellon, as trustee, JPMorgan Chase Bank, N.A., as securities intermediary and escrow agent. 
 “Escrow LLC-Company Merger” means a merger of XM Escrow LLC with or into XM Satellite Radio Inc. upon release of the funds held in escrow to XM Escrow LLC to effectuate a special redemption or to fund
the exercise of the change of control puts. 
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

  

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 “Existing Sale and Leaseback Transaction” means the Sale/Leaseback Transaction pursuant
to (i) the transponder purchase agreement, dated as of February 13, 2007, by and between Holdings and Wells Fargo Bank Northwest in its capacity as Owner Trustee, (ii) the lease agreement, dated as of February 13, 2007, by and
between Wells Fargo Bank Northwest, as Owner Trustee, and XM Satellite Radio Inc. and (iii) the other related documents. 
 “FCC
License Subsidiary” means XM Radio Inc., a wholly owned subsidiary of XM Satellite Radio Inc., which owns all of the FCC Licenses of XM Satellite Radio Inc. used to provide satellite digital radio service in the United States. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including
those set forth in: 
 (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants; 
 (2) statements and pronouncements of the Financial Accounting Standards Board; 
 (3) such other statements by such other entity as approved by a significant segment of the accounting profession; and 
 (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 
 “GM Facility” means the Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, by and among
General Motors Corporation, Holdings and XM Satellite Radio Inc. 
 “Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 
 (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by
virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or 
 (2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part); 
  

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 provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in
the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor”
means the Parent Guarantor and each Subsidiary Guarantor. 
 “Hedging Obligations” of any Person means the obligations
of such Person under: 
 (1) currency exchange or interest rate swap agreements, currency exchange or interest rate cap
agreements or currency exchange or interest rate collar agreements; or 
 (2) other agreements or arrangements designed to
protect such Person against fluctuations in currency exchange or interest rate prices. 
 “Holder” or
“Noteholder” means the Person in whose name a Note is registered on the Registrar’s books. 
 “Holdings” refers to XM Satellite Radio Holdings Inc. 
 “Holdings-Company Merger” means
(a) a merger or consolidation of XM Satellite Radio Inc. with or into Holdings or a merger or consolidation of Holdings with or into XM Satellite Radio Inc. or (b) any assignment, transfer, conveyance or other disposition of all or
substantially all of the properties or assets of XM Satellite Radio Inc. to Holdings or of Holdings to XM Satellite Radio Inc. 
 “Holdings-Sirius Merger” means (a) a merger or consolidation of Holdings with or into Sirius Satellite Radio Inc. or a merger or consolidation of Sirius Satellite Radio Inc. with or into Holdings or (b) any
assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of Holdings to Sirius Satellite Radio Inc. or of Sirius Satellite Radio Inc. to Holdings. 
 “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
“Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 4.03: 
 (1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security; 
 (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly
scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and 
  

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 (3) the obligation to pay a premium in respect of Indebtedness arising in connection with
the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness will not be deemed to be the Incurrence of Indebtedness. 
 “Indebtedness” means, with respect to any Person on any date of determination (without duplication): 
 (1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person
is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; 
 (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; 
 (3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such
Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business), in each case only if and to the extent due more than
12 months after the delivery of property; 
 (4) the principal component of all obligations of such Person for the
reimbursement of any obligor on any letter of credit or bankers’ acceptance (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered
into in the ordinary course of business of such Person, including obligations relating to the MLB Letter Agreement, to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than
the tenth Business Day following payment on the letter of credit; 
 (5) the principal component of the amount of all
obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Restricted Subsidiary of such Person, the principal amount attributable
to such Preferred Stock to be determined in accordance with this Indenture (but excluding, in each case, any accrued dividends); 
 (6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any Guarantee; 
 (7) all obligations of the type referred to in
clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market
value of such property or assets and the amount of the obligation so secured; and 
  

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 (8) to the extent not otherwise included in this definition, Hedging Obligations of such
Person. 
 Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the
term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business
after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.
Furthermore, in no event shall the Company’s obligations to pay amounts under any programming or content acquisition arrangements, in each case, consistent with past practice, be considered Indebtedness. 
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all obligations as described above; provided,
however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time. 
 “Indenture” means this Indenture as amended or supplemented from time to time. 
 “Independent Qualified Party” means an investment banking firm, accounting firm, appraisal firm, economic consulting firm or management consulting firm, each of national standing; provided, however, that such firm is
not an Affiliate of the Company. 
 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap
agreement or other financial agreement or arrangement with respect to exposure to interest rates. 
 “Investment” in any
Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of
Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto,
such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. Except as otherwise provided for
herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value; provided that none of the following will be deemed to be an Investment:

 (1) Hedging Obligations entered into in the ordinary course of business and in compliance with this Indenture; 

(2) endorsements of negotiable instruments and documents in the ordinary course of business; 
  

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 (3) an acquisition of assets by the Company or a Subsidiary for consideration to the
extent such consideration consists of Capital Stock of the Company; and 
 (4) advances, deposits, escrows or similar
arrangements in respect of retail or automotive distribution arrangements, programming or content acquisitions or extensions. 
 For purposes
of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and Section 4.04, “Investment” shall include: 
 (1) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any
Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate
to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer,
in each case as determined in good faith by the Board of Directors of the Company. 
 “Issue Date” means July 31, 2008.

 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the
State of New York. 
 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in the nature thereof). 
 “Material Subsidiary”
means, any domestic Restricted Subsidiary (including the FCC License Subsidiary but only to the extent permitted under applicable law) that has Guaranteed any Indebtedness or other obligation of the Company or any Restricted Subsidiary in excess
of $2.0 million. 
 “Merger” means the merger pursuant to the Agreement and Plan of Merger, dated as of February 19,
2007, by and among Sirius Satellite Radio Inc., Vernon Merger Corporation and XM Satellite Radio Holdings Inc. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal 

  

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pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but
only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each
case net of: 
 (1) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred, and all
Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition; 
 (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such
assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition; 
 (3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such
Asset Disposition; 
 (4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP,
against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and 
 (5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase
price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by any
portion of funds in the escrow that are released to the Company or any Restricted Subsidiary. 
 “Net Cash Proceeds”, with
respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 
 “Note Guarantees” means the Guarantees of the Parent Guarantor and of the Subsidiary Guarantors pursuant to the terms of this Indenture, and “Note Guarantee” means any of them. 

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness. 
 “Offering
Memorandum” means the offering memorandum of the Company dated July 24, 2008 pursuant to which the Notes were offered to the Holders. 
  

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 “Officer” means the Chairman of the Board, the President, any Vice President, the
Treasurer or the Secretary of the Company. 
 “Officers’ Certificate” means a certificate signed by two Officers.

 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee. 
 “Parent Guarantor” means Holdings, in its capacity as a guarantor
of the Notes pursuant to this Indenture. 
 “Permitted Holder” means Holdings, Sirius Satellite Radio Inc. or any of their
Affiliates. 
 “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in: 
 (1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary;
provided, however, that the primary business of such Restricted Subsidiary is a Related Business; 
 (2) another Person
if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s
primary business is a Related Business; 
 (3) cash and Temporary Cash Investments; 
 (4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; 

(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 
 (6) loans or advances to employees
made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary not to exceed $2.0 million at any time outstanding; 
 (7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company
or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor; 
  

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 (8) any Person to the extent such Investment represents the non-cash portion of the
consideration received for (A) an Asset Disposition as permitted pursuant to Section 4.06 or (B) a disposition of assets not constituting an Asset Disposition; 
 (9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (A) in exchange for any other
Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or
(B) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
 (10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility
and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 
 (11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 4.03; 
 (12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional
advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case,
pursuant to the terms of such Investment as in effect on the Issue Date); 
 (13) Persons to the extent such Investments, when
taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, do not exceed the greater of (x) $500.0 million or (y) 15% of Tangible Assets (as determined based on the consolidated
balance sheet of the Company as of the end of the most recent fiscal quarter for which internal financial statements are available prior to such Investment), at the time of such Investment (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value); provided, however, that any Unrestricted Subsidiary of the Company or Person (other than a Restricted Subsidiary of the Company) that is directly or
indirectly controlled by Sirius in which an Investment is made pursuant to this clause (13) shall thereafter become subject, as if such Person were a Restricted Subsidiary, to Section 4.04 and Section 4.07; 
 (14) Any Investment that becomes an Investment of the Company as a result of a Holdings-Company Merger or a Company-Sirius Merger; and

 (15) any Asset Swap made in accordance with Section 4.06. 
  

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 “Permitted Liens” means, with respect to any Person: 
 (1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; 

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or
being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens
arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided,
however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and
(B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution; 
 (3) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; 
 (4) Liens in favor of issuers of surety bonds, performance bonds or letters of credit issued pursuant to the request of and for the
account of such Person in the ordinary course of its business, including with respect to the MLB Letter Agreement; provided, however, that such letters of credit do not constitute Indebtedness; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to,
property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property
affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or
commencement of full operation of the property subject to the Lien; 
  

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 (7) Liens existing on the Issue Date; 
 (8) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Restricted Subsidiary of such
Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 
 (9) Liens on property at the time such Person or any of its Restricted Subsidiaries acquires the property, including any acquisition by
means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets
and property affixed or appurtenant thereto); 
 (10) Liens securing Indebtedness or other obligations of a Subsidiary of such
Person owing to such Person or a Wholly Owned Subsidiary of such Person; 
 (11) Liens securing Hedging Obligations so long as
such Hedging Obligations are permitted to be Incurred under this Indenture; 
 (12) Liens to secure Indebtedness permitted
under Section 4.03(b)(1); 
 (13) leases, licenses, subleases and sublicenses of assets (including, without limitation,
real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 
 (14) Liens arising from Uniform Commercial Code financing statement filing regarding operating leases entered into by the Company and its
Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in connection with advances, deposits, escrows and
similar arrangements in the ordinary course of business in respect of retail or automotive distribution arrangements, programming and content acquisitions and extensions; 
 (16) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred
to in clauses (6), (7), (8), (9) or (20); provided, however, that: 
 (A) such new Lien shall be limited to all or
part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);
and 
  

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 (B) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (7), (8) or (9) at the time the original Lien became a Permitted Lien and (ii) an
amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
 (17) any interest or title of a lessor under any Capital Lease Obligation; 
 (18) any Lien
that becomes a Lien of the Company as a result of a Holdings-Company Merger or Company-Sirius Merger; 
 (19) Liens relating
to Replacement Satellite Vendor Indebtedness, including Refinancing Indebtedness in respect thereof covering only the assets acquired, constructed or improved with such Indebtedness; 
 (20) Liens securing Indebtedness incurred pursuant to the $100.0 million term loan maturing on May 5, 2009, with UBS AG, Stamford
branch, acting as administrative agent and JPMorgan Chase Bank, N.A. as collateral agent; 
 (21) Liens incurred in connection
with the Letter Agreement and Binding Term Sheet (“MLB Letter Agreement”), dated as of October 15, 2004, between XM Satellite Radio Inc. and the Office of the Commissioner of Baseball, as agent for Major League Baseball Clubs
(“MLB”), together with all agreements subsequently entered into between XM Satellite Radio Inc. and MLB or any of their respective affiliates, regarding the broadcast of Major League Baseball games and related programming on XM Satellite
Radio, the creation of and liens on an escrow account to hold funds payable to MLB or other matters contemplated by the MLB Letter Agreement; and 
 (22) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed $20.0 million at any one time outstanding. 
 Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6), (8) or (9) above to the
extent such Lien applies to any Additional Assets acquired directly or indirectly with Net Available Cash pursuant to Section 4.06. For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such
Indebtedness. 
 “Permitted Subordinated Obligations” means Subordinated Obligations of the Company that at the time of
Incurrence have a weighted Average Life of not less than the lesser of five years and the remaining weighted Average Life of the Notes and that are convertible at the option of the holders thereof into Capital Stock (other than Disqualified Stock)
of the Company or Sirius Satellite Radio Inc. 
 “Person” means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
  

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 “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of
any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person. 
 “principal” of a Note means the principal of the Note plus the premium, if any,
payable on the Note which is due or overdue or is to become due at the relevant time. 
 “Purchase Money Indebtedness” means
Indebtedness: 
 (1) consisting of the deferred purchase price of an asset, conditional sale obligations, obligations under
any title retention agreement and other purchase money obligations, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and 
 (2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements;

 provided, however, that such Indebtedness is Incurred within 180 days after the acquisition by the Company or such Restricted Subsidiary of such
asset. 
 “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase,
redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 
 “Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on
the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that: 
 (1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced or, if
such Refinancing Indebtedness is a Subordinated Obligation, no earlier than 91 days after the Stated Maturity of the Notes; 
 (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced or, if such Refinancing Indebtedness is a
Subordinated Obligation, equal to or greater than the then remaining Average Life of the Notes; 
 (3) such Refinancing
Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and 
  

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 (4) if the Indebtedness being Refinanced is subordinated in right of payment to the
Notes, such Refinancing Indebtedness (a) is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced, (b) has a Stated Maturity that is at least 91 days after the later of (x) the
Stated Maturity of the Notes and (y) the Stated Maturity of the Indebtedness being Refinanced and (c) has an Average Life at the time such Refinancing Indebtedness is Incurred that is greater than (x) the Average Life of the Notes and
(y) the Average Life of the Indebtedness being Refinanced; 
 provided further, however, that Refinancing Indebtedness shall not include
(A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary. 
 “Refinancing Transactions” means (i) the Merger, (ii) the Company having sufficient amounts to fund, having funded or having
obtained waivers with respect to, the mandatory offers to repurchase notes triggered by the Merger under the Company’s 9.75% Senior Notes due 2014 or 10% Senior Secured Discount Convertible Notes due 2009 (provided that to the extent a
mandatory offer has been properly made and the time period for such offer has elapsed, any indebtedness represented by notes that were not properly tendered into such mandatory offer and remain outstanding, shall be deemed to have waived their
rights to such mandatory offer for all purposes of this clause (ii)), (iii) the Company having sufficient amounts to fund or having funded the mandatory offers to repurchase notes (or transponders of the XM-4 satellite, in the case of the
Existing Sale and Leaseback Transaction) triggered by the Merger under the Company’s 9.75% Senior Notes due 2014, Senior Floating Rate Notes due 2013, 10% Senior Secured Discount Convertible Notes due 2009 and the Existing Sale and Leaseback
Transaction, (iv) the Company having repaid all borrowings under the GM Facility, (v) with respect to Holdings’ 1.75% Convertible Senior Notes due 2009, Holdings having obtained the consent of each holder of such notes to waive a
change of control offer, if any, triggered by the Merger or Holdings having a sufficient amount to fund, or funded, such change of control offer with respect to the 1.75% Convertible Senior Notes due 2009 of each holder that has not delivered a
consent and (vi) in addition to the amounts raised or available in respect of clauses (ii) through (v) above, the Company having raised at least $150,000,000 of additional funds through any or any combination of the following:
(1) a contribution to the Company’s equity capital, (2) the issuance and sale of debt securities or borrowings under a loan or similar agreement that, in each case, will be junior in right of payment to the Notes, (3) the
issuance and sale of equity securities and (4) the release of funds from the MLB escrow arrangement (to the extent such release does not involve the incurrence of Senior Indebtedness); provided that, without limiting the foregoing, the
Refinancing Transactions shall be deemed to be consummated for all purposes of this Indenture in the event the Merger has closed and that the Company has raised at least $1,250 million of aggregate gross proceeds, net of original issue discount, as
applicable, from the sum of (x) the issuance and sale of the Notes and the other sources set forth in clauses (1)-(4) above and (y) the exchange or current right to exchange new debt securities for debt securities outstanding on the
Issue Date, provided, further, that not more than $600 million of Indebtedness described in (x) and (y) shall constitute Senior Indebtedness. 
 “Related Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary 

  

 22 








 
to such business or that constitutes a reasonable extension or expansion thereof, including in connection with the Company’s existing and future
technology, trademarks and patents or any business the assets of which, in the good faith determination of the Board of Directors, are useful or may be used in any such business. 
 “Related Business Assets” means assets used or useful in a Related Business. 
 “Replacement Satellite Vendor Indebtedness” means Indebtedness of the Company provided by a satellite or satellite launch vendor,
insurer or insurance agent or Affiliate thereof for the (i) construction, launch and insurance of all or part of one or more replacement satellites or satellite launches for such satellites, where “replacement satellite” means a
satellite that is used for continuation of the Company’s satellite service as a replacement for, or supplement to, a satellite that is retired or relocated (due to a deterioration in operating useful life) within the existing service area or
reasonably determined by the Company to no longer meet the requirements for such service or (ii) the replacement of a spare satellite that has been launched or that is no longer capable of being launched or suitable for launch. Replacement
Satellite Vendor Indebtedness includes any Refinancing Indebtedness thereof. 
 “Responsible Officer” means, when used with
respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of the indenture. 
 “Restricted Payment”
with respect to any Person means: 
 (1) the declaration or payment of any dividends or any other distributions of any sort in
respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that
is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)); 
 (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company or
any direct or indirect parent of the Company held by any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in
connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock); 
  

 23 








 (3) (A) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of Permitted Subordinated Obligations of the Company or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment of any Subordinated Obligations of the Company (other than, in the case of this clause (B), (i) from the Company or a Restricted Subsidiary or (ii) the purchase, repurchase, redemption, defeasance or other acquisition
or retirement of Subordinated Obligations (other than Permitted Subordinated Obligations), purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of
such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or 
 (4) the making of any Investment
(other than a Permitted Investment) in any Person. 
 “Restricted Subsidiary” means any Subsidiary of the Company that is
not an Unrestricted Subsidiary. 
 “Sale/Leaseback Transaction” means an arrangement relating to property owned by the
Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person. 
 “SEC” means the U.S. Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended. 
 “Senior Indebtedness” means with respect to any Person: 
 (1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and 
 (2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above unless, in the case of clause (1) and this clause (2), in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other obligations are subordinate in right of payment to the Notes; provided, however, that Senior Indebtedness shall not
include: 
 (b) any obligation of such Person to the Company or any Subsidiary; 
 (c) any liability for Federal, state, local or other taxes owed or owing by such Person; 
  

 24 








 (d) any accounts payable or other liability to trade creditors arising in the ordinary course of
business; 
 (e) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness
or other Obligation of such Person; 
 (f) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of this
Indenture; or 
 (g) any Capital Stock. 
 “Senior Secured Leverage Ratio” as of any date of determination means the ratio of (x) the aggregate amount of secured Senior Indebtedness of the Company and its Restricted Subsidiaries as of such date of determination
to (y) Consolidated Operating Cash Flow for the most recent four consecutive fiscal quarters ending prior to such date of determination for which financial information is available (the “Reference Period”); provided,
however, that: 
 (1) if the transaction giving rise to the need to calculate the Senior Secured Leverage Ratio is an
Incurrence of Indebtedness, the amount of such Indebtedness shall be calculated after giving effect on a pro forma basis to such Indebtedness; 
 (2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness that was outstanding as of the end of such fiscal quarter or if any Indebtedness is to be
repaid, repurchased, defeased or otherwise discharged on the date of the transaction giving rise to the need to calculate the Senior Secured Leverage Ratio (other than, in each case, Indebtedness Incurred under any revolving credit agreement), the
aggregate amount of Indebtedness shall be calculated on a pro forma basis and Consolidated Operating Cash Flow shall be calculated as if the Company or such Restricted Subsidiary had not earned the interest income, if any, actually earned
during the Reference Period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness; 
 (3) if since the beginning of the Reference Period the Company or any Restricted Subsidiary shall have made any Asset Disposition, the Consolidated Operating Cash Flow for the Reference Period shall be reduced by an
amount equal to the Consolidated Operating Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Disposition for the Reference Period or increased by an amount equal to the Consolidated Operating Cash Flow
(if negative) directly attributable thereto for the Reference Period; 
 (4) if since the beginning of the Reference Period
the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets which constitutes all or substantially all
of an operating unit of a business, Consolidated Operating Cash Flow for the Reference Period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had
occurred on the first day of the Reference Period; and 
  

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 (5) if since the beginning of the Reference Period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such Reference Period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during the Reference Period, Consolidated Operating Cash Flow for the Reference Period shall be calculated after giving pro forma
effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of the Reference Period. 
 For purposes
of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in accordance with GAAP in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable
to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall
be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent such Indebtedness was Incurred solely for working capital purposes. 
 “Senior Unsecured Leverage Ratio” as of any date of determination means the ratio of (x) the aggregate amount of unsecured Senior
Indebtedness of the Company and its Restricted Subsidiaries as of such date of determination to (y) Consolidated Operating Cash Flow for the Reference Period; provided, however, that: 
 (1) if the transaction giving rise to the need to calculate the Senior Unsecured Leverage Ratio is an Incurrence of Indebtedness, the
amount of such Indebtedness shall be calculated after giving effect on a pro forma basis to such Indebtedness; 
 (2)
if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness that was outstanding as of the end of such fiscal quarter or if any Indebtedness is to be repaid, repurchased, defeased or
otherwise discharged on the date of the transaction giving rise to the need to calculate the Senior Unsecured Leverage Ratio (other than, in each case, Indebtedness Incurred under any revolving credit agreement), the aggregate amount of Indebtedness
shall be calculated on a pro forma basis and Consolidated Operating Cash Flow shall be calculated as if the Company or such Restricted Subsidiary had not earned the interest income, if any, actually earned during the Reference Period in
respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness; 
  

 26 








 (3) if since the beginning of the Reference Period the Company or any Restricted
Subsidiary shall have made any Asset Disposition, the Consolidated Operating Cash Flow for the Reference Period shall be reduced by an amount equal to the Consolidated Operating Cash Flow (if positive) directly attributable to the assets which are
the subject of such Asset Disposition for the Reference Period or increased by an amount equal to the Consolidated Operating Cash Flow (if negative) directly attributable thereto for the Reference Period; 
 (4) if since the beginning of the Reference Period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets which constitutes all or substantially all of an operating unit of a business, Consolidated Operating Cash Flow for the
Reference Period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of the Reference Period; and 
 (5) if since the beginning of the Reference Period any Person (that subsequently became a Restricted Subsidiary or was merged with or into
the Company or any Restricted Subsidiary since the beginning of such Reference Period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or
(4) above if made by the Company or a Restricted Subsidiary during the Reference Period, Consolidated Operating Cash Flow for the Reference Period shall be calculated after giving pro forma effect thereto as if such Asset Disposition,
Investment or acquisition had occurred on the first day of the Reference Period. 
 For purposes of this definition, whenever pro
forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in accordance with GAAP in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on
such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate
Agreement has a remaining term in excess of 12 months). If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily
balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent such Indebtedness was Incurred solely for working capital purposes. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 
 “Special Redemption Date” means the earlier of the date
specified by the Company in an Officers’ Certificate delivered in accordance with the Escrow Agreement and October 31, 2008. 
  

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 “Special Redemption Price” means the price equal to the accreted value of the Notes,
plus accrued and unpaid interest from and including the Issue Date, but excluding, the Special Redemption Date. 
 “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business. 
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment
of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred). 
 “Subordinated Obligations” means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes pursuant to a written agreement to that effect. 
 “Subscriber” means a subscriber in good standing to the XM Radio Service that has paid subscription fees for at least one month of such
service and whose subscription payments are not delinquent. 
 “Subsidiary” means, with respect to any Person, any
corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by: 
  

	 	(1)	such Person; 

  

	 	(2)	such Person and one or more Subsidiaries of such Person; or 

  

	 	(3)	one or more Subsidiaries of such Person. 

 “Subsidiary Guarantee” means, individually, any Guarantee of payment of the Notes by a Subsidiary Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively, all such
Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by this Indenture. 
 “Subsidiary Guarantor” means
the Restricted Subsidiaries of the Company who are party to this Indenture on the date of the Escrow LLC-Company Merger and any other Restricted Subsidiary of the Company that later becomes a Subsidiary Guarantor in accordance with this Indenture.

 “Tangible Assets” means the Consolidated Total Assets, less goodwill and intangibles, of the Company and its consolidated
Restricted Subsidiaries, as shown on the most recent balance sheet of the Company, determined on a consolidated basis in accordance with GAAP. 
 “Temporary Cash Investments” means any of the following: 
 (1) any investment in direct obligations
of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof; 
  

 28 








 (2) investments in demand and time deposit accounts, certificates of deposit and money
market deposits maturing within 365 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States
of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar
equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

 (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause
(1) above entered into with a bank meeting the qualifications described in clause (2) above; 
 (4) investments in
commercial paper, maturing not more than 365 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to Standard & Poor’s;

 (5) auction rate preferred stock issued by a corporation and certificates issued by a corporation or municipality or
government entity (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States with a rating at the time of which any Investment therein is
made of “A” (or higher) according to Moody’s or Standard & Poor’s; 
 (6) investments in
securities with maturities of twelve months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and
rated at least “A” by Standard & Poor’s or “A” by Moody’s; and 
 (7) investments in
money market funds that, in the aggregate, have at least $1,000 million in assets. 
 “Trustee” means The Bank of New York
Mellon until a successor replaces it and, thereafter, means the successor. 
 “Trust Indenture Act” or
“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date; provided, however, that in the event the Trust Indenture Act of 1939 is amended after the Issue Date,
“Trust Indenture Act” or “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
  

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 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from
time to time. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under
Section 4.04. 
 The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (B) no Default shall have occurred and be continuing. Any such designation by
the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing provisions. 
 “U.S. Government Obligations” means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not
callable at the issuer’s option. 
 “Voting Stock” of a Person means all classes of Capital Stock of such Person then
outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 
 “Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned
Subsidiaries. 
  

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 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined In Section

	 “Affiliate Transaction”
	  	 4.07(a)

		
	 “Appendix”
	  	 2.01

		
	 “Bankruptcy Law”
	  	 6.01

		
	 “Change Of Control Offer”
	  	 4.10(b)

		
	 “Comparable Treasury Issue”
	  	 3.07(d)

		
	 “Comparable Treasury Price”
	  	 3.07(d)

		
	 “covenant defeasance option”
	  	 8.01(b)

		
	 “Custodian”
	  	 6.01

		
	 “Event Of Default”
	  	 6.01

		
	 Independent Investment Banker
	  	 3.07(d)

		
	 “Initial Lien”
	  	 4.11

		
	 “Initial Purchasers”
	  	 Appendix

		
	 “legal defeasance option”
	  	 8.01(b)

		
	 “Notice of Default”
	  	 6.01

		
	 “Offer”
	  	 4.06(b)

		
	 “Offer Amount”
	  	 4.06(c)(1)

		
	 “Offer Period”
	  	 4.06(c)(1)

		
	 “Paying Agent”
	  	 2.03(a)

		
	 “Primary Treasury Dealer”
	  	 3.07(d)

		
	 “protected purchaser”
	  	 2.07

		
	 “Purchase Date”
	  	 4.06(c)

		
	 “Redemption Price”
	  	 3.07(a)

		
	 “Reference Treasury Dealer”
	  	 3.07(d)

		
	 “Reference Treasury Dealer Quotations”
	  	 3.07(d)

		
	“Registrar”	  	 2.03(a)

		
	“Reporting Additional Interest”	  	 6.12

		
	“Special Redemption”	  	 3.08

		
	“Successor Company”	  	 5.01(1)

		
	“Tax Payments”	  	 4.04(b)(11)

		
	“Treasury Rate”	  	 3.07(d)


  

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 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: 
 (1) a term has the meaning assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) “including” means including without limitation; 
 (5) words in the singular include the plural and words in the plural include the singular; 
 (6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness; 
 (7) secured Indebtedness shall not be deemed to be subordinate or junior to any other secured
Indebtedness merely because it has a junior priority with respect to the same collateral; 
 (8) the principal amount of any
noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 
 (9) the principal amount of any Preferred Stock shall be (A) the liquidation preference of such Preferred Stock or (B) the
maximum mandatory redemption or mandatory repurchase price (not including any redemption or repurchase premium) with respect to such Preferred Stock, whichever is greater; and 
 (10) all references to the date the Notes were originally issued shall refer to the Issue Date. 
  

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 ARTICLE 2 
 The Notes 
 SECTION 2.01. Form and Dating. Provisions relating to the Notes are set forth
in the Rule 144A/Regulation S/IAI Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix are part
of the terms of this Indenture. 
 SECTION 2.02. Execution and Authentication. One Officer shall sign the Notes for the Company
by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless. 
 A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 On the Issue Date, the Trustee shall authenticate and deliver $778,500,000 aggregate principal amount of 13% Senior Notes due 2014 and, at any time and from time to time thereafter, the Trustee shall authenticate and
deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue
Date, shall certify that such issuance is in compliance with Section 4.03. 
 The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands. 
 SECTION 2.03. Registrar and Paying Agent. 
 (a) The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the
“Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a 

  

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register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term
“Registrar” includes any co-registrars. The term “Paying Agent” includes any additional paying agent. 
 (b) The Company
shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Wholly Owned Subsidiary incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
 (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until
(i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or
(ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice
to the Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08. 
 (d) The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Notes. 
 SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date of the principal and interest on any Note, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary
acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed
by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. 
 SECTION 2.05. Noteholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders. If the Trustee is not the Registrar,
the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of Noteholders. 
  

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 SECTION 2.06. Transfer and Exchange. The Notes shall be issued in registered form and shall
be transferable only upon the surrender of a Note for registration of transfer. When a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the
requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall make the exchange as requested if the same requirements are met. The Company may require payment of a sum sufficient to pay all taxes, assessments and other governmental charges in connection with any transfer or
exchange pursuant to this Section. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not
to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
 Prior to the due presentation of
transfer of any Note the Company, the Trustee, the Paying Agent and the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for all purposes of receiving payment of principal of and interest,
if any, on such Note and for all other purposes whatsoever, whether or not such security is overdue, and none of the Company, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. 
 All securities issues upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the
same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 SECTION 2.07. Replacement Notes.
If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a
“protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a
Note (including, attorneys’ fees and disbursements in replacing such security). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay
such Note instead of issuing a new Note in replacement thereof. 
 Every replacement Note is an additional obligation of the Company.

  

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 SECTION 2.08. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.05 a Note does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Note. 
 If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the
Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 
 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the
Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 
 SECTION 2.09. Temporary Notes. Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Notes and deliver them in exchange for temporary Notes at the office or agency of the Company. 
 SECTION
2.10. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation in accordance with its
customary procedures for the disposition of cancelled securities and deliver a certificate of such disposition to the Company unless the Company directs the Trustee to deliver canceled Notes to the Company. The Company may not issue new Notes to
replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. 
 SECTION 2.11. Defaulted Interest. If the
Company defaults in a payment of interest on the Notes, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are
Noteholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Noteholder a notice that states
the special record date, the payment date and the amount of defaulted interest to be paid. 
 SECTION 2.12. CUSIP Numbers, ISINs,
etc. The Company in issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common
Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be 

  

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affected by any defect in or omission of such numbers. The Company shall advise the Trustee in writing of any change in any “CUSIP” numbers, ISINs
or “Common Code” numbers applicable to the Notes. 
 SECTION 2.13. Issuance of Additional Notes. After the Issue Date,
the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Notes under this Indenture, which Notes shall have identical terms as the Notes issued on the Issue Date, other than with respect to the date of
issuance and issue price. All the Notes issued under this Indenture shall be treated as a single class for all purposes of this Indenture including waivers, amendments, redemptions and offers to purchase. 
 With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of
each which shall be delivered to the Trustee, the following information: 
 (1) the aggregate principal amount of such
Additional Notes to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Notes; and 
 (2) the issue price, the issue date and the CUSIP number of such Additional Notes; provided, however, that no Additional Notes may
be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code. 
 ARTICLE 3 
 Redemption 
 SECTION 3.01. Notices to Trustee of Special Redemption. If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of the redemption date, the
principal amount of Notes to be redeemed, the redemption price and the paragraph of the Notes pursuant to which the redemption will occur. 
 The Company shall give each notice to the Trustee provided for in this Section at least 45 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate
and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. 
 SECTION
3.02. Selection of Notes to Be Redeemed. If fewer than all the Notes are to be redeemed, the Registrar shall select the Notes to be redeemed using any method that it deems fair and appropriate. However, if the Notes are solely registered
in the name of Cede & Co. and traded through The Depository Trust Company, or DTC, then DTC shall select the Notes to be redeemed in accordance with its practices. The Trustee shall make the selection from outstanding Notes not previously
called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in principal amounts of $2,000 or whole multiples of
$1,000 in excess of $2,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

  

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 SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date
for redemption of Notes, or at such time as is required by Section 3.08 in respect of any Special Redemption of the Notes, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to each Holder of Notes to be
redeemed at such Holder’s registered address. 
 The notice shall identify the Notes to be redeemed and shall state: 
 (1) the redemption date; 
 (2) the redemption price; 
 (3) the name and address of the Paying Agent; 
 (4) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest;

 (5) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the
particular Notes to be redeemed; 
 (6) that, unless the Company defaults in making such redemption payment, interest on Notes
(or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (7) the “CUSIP”
number, ISIN or “Common Code” number, if any, printed on the Notes being redeemed; and 
 (8) that no representation
is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the Notes. 
 At the Company’s request, delivered at least 15 days before the date such notice is to be given to the Holder (unless a shorter period shall be acceptable to the Trustee or required by Section 3.08), the
Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section. 
 SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Notes shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder. 
  

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 SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company shall
deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date other than Notes
or portions of Notes called for redemption which have been delivered by the Company to the Trustee for cancellation. 
 SECTION
3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Note equal in principal amount to the
unredeemed portion of the Note surrendered. 
 SECTION 3.07. Optional Redemption. 
 (a) The Company, at its option, may redeem all, or from time to time, any part of the Notes on not less than 30 days nor more than 60 days notice as
provided in paragraph 5 of the Notes (except that, notwithstanding the provisions of Section 3.03 of this Indenture, any notice of redemption for the Notes given pursuant to this Section need not set forth the Redemption Price but only the
manner of calculation thereof) at a redemption price (“Redemption Price”) equal to the greater of the following amounts: 
 (1) 100% of the principal amount of the Notes then outstanding to be so redeemed; and 
 (2)
the sum of the present values of the principal amount and the remaining scheduled payments of interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the applicable redemption date), discounted to the
applicable redemption date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 0.50%, 
 (b) plus, in each of the above cases (a)(1) and (a)(2), accrued and unpaid interest on the principal amount being redeemed to the applicable redemption date. 
 (c) The Redemption Price for the Notes will be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day
months. 
 (d) For purposes of calculating the Redemption Price pursuant to the foregoing optional redemption provisions, the following terms
will have the meanings set forth below: 
 “Comparable Treasury Issue” means the U.S. Treasury security or securities
selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary market practice, in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of such Notes. 
  

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 “Comparable Treasury Price” means, with respect to any redemption date: 
 (i) the bid-side price for the Comparable Treasury Issue as of the third Business Day preceding the redemption date, as set forth in the daily statistical
release (or any successor release) published by The Wall Street Journal in the table entitled “Treasury Bonds, Notes, and Bills,” as determined by the Independent Investment Banker, or 
 (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day: 
 (x) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury
Dealer Quotations; 
 (y) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so received; or 
 (z) if only one Reference Treasury Dealer Quotation is received, such quotation. 
 “Independent Investment Banker” means one of the Reference Treasury Dealers selected by the Trustee after consultation with the Company.

 “Reference Treasury Dealer” means each of four primary U.S. Government securities dealers in New York City (each a
“Primary Treasury Dealer”), consisting of (i) J.P. Morgan Securities Inc. (or its affiliate), (ii) Morgan Stanley & Co. Incorporated (or its affiliate), (iii) UBS Securities LLC and (iv) one other
nationally recognized investment banking firm (or its affiliate) that is selected by the Company in connection with the particular redemption, and their respective successors, provided that if any of them ceases to be a Primary Treasury Dealer, the
Company will substitute another nationally recognized investment banking firm (or its affiliate) that is a Primary Treasury Dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that redemption date. 
 “Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated on the third Business Day preceding the applicable redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for that redemption date. 
  

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 Unless the Company defaults in the payment of the Redemption Price, on and after the applicable
redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption. 
 If the optional redemption
date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such record date,
and no additional interest shall be payable to Holders whose Notes are subject to redemption by the Company. 
 SECTION 3.08. Special
Redemption. Notwithstanding the foregoing, in the event that (i) the Refinancing Transactions are not consummated on or prior to October 30, 2008, (ii) if, at any time, the Company determines, in its sole judgment, that the
Refinancing Transactions will not be consummated by October 29, 2008 or (iii) upon the occurrence of an event that, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any term,
covenant or condition contained in this Indenture, the Company shall redeem (the “Special Redemption”) all of the outstanding Notes on the Special Redemption Date at the Special Redemption Price. At the Company’s direction, the
Trustee shall deliver to each Holder a written notice prepared by the Company (specifying the information specified in Section 3.03) of the Special Redemption one Business Day prior to the Special Redemption Date. 
 ARTICLE 4 
 Covenants 
 SECTION 4.01. Payment of Notes. The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest
then due. 
 The Company shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful. 
 SECTION 4.02. SEC Reports. 
 (a) So long as any Notes are outstanding, Holdings will furnish to the Trustee and the Holders: 
 (1) within 90 days after the end of each fiscal year, annual reports of Holdings containing substantially all of the information that
would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act (but only to the extent similar information was included in the Offering Memorandum),
including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) audited financial statements prepared in accordance with GAAP and (C) a presentation of EBITDA of Holdings and
its Restricted Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements; 
  

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 (2) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year, quarterly reports of Holdings containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if Holdings had been a reporting company under the
Exchange Act (but only to the extent similar information was provided in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) unaudited
quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision) and (C) a presentation of EBITDA of Holdings and its Restricted Subsidiaries
consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements; and 
 (3)
within 5 Business Days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act, current reports containing
substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act; provided, however, that no such
current report will be required to be furnished if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of Holdings and its Restricted
Subsidiaries, taken as a whole; 
 provided, however, that such reports (A) will not be required to comply with
Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein)
and (B) will not be required to contain the separate financial information for Guarantors contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC. The availability of the foregoing materials on the SEC’s Edgar service shall be
deemed to satisfy the delivery obligation of Holdings. 
 (b) If the combined operations of the Parent Guarantor and its subsidiaries,
excluding the operations of the Company and its Restricted Subsidiaries and excluding cash and cash equivalents, would, if held by a single Unrestricted Subsidiary of the Company, constitute a Significant Subsidiary of the Company, then the
quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and
Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Company’s Restricted Subsidiaries separate from the financial condition and results of operations of the
Parent Guarantor and its other Subsidiaries; provided, however, that the requirements of this paragraph shall not apply if the Company delivers the reports referred to in paragraph (a) above, and any such report contains the information
described in this paragraph. 
  

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 (c) So long as any Notes are outstanding, Holdings will also: 
 (1) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the first public
disclosure of the annual and quarterly reports required by Section 4.02(a)(1) and Section 4.02(a)(2) announcing the date on which such reports will become publicly available and directing Noteholders, prospective investors, broker-dealers
and securities analysts to contact the investor relations office of Holdings to obtain copies of such reports; and 
 (2)
maintain a website to which Holders, prospective investors approved by Holdings, broker-dealers approved by Holdings and securities analysts are given access and to which all of the reports and press releases required by Section 4.02(a) or
Section 4.02(b) are posted. 
 In addition, Holdings shall furnish to Noteholders, prospective investors approved by Holdings,
broker-dealers approved by Holdings and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 Following a Holdings-Company Merger, a Holdings-Sirius Merger or a Company-Sirius Merger, the obligations of Holdings under this covenant shall be
assumed by the Company or Sirius, as the case may be. 
 SECTION 4.03. Limitation on Indebtedness. 
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however,
that the Company and any Subsidiary Guarantor shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, the Consolidated Leverage Ratio would be less than 6.00 to 1.

 (b) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries shall be entitled to Incur any or all of the
following Indebtedness: 
 (1) Indebtedness incurred by the Company or any of its Restricted Subsidiaries under this clause
(1) that, after giving effect to any such Incurrence, does not exceed $150 million at any time outstanding; 
 (2)
Indebtedness of the Company in an aggregate principal amount which, when taken together with all other Indebtedness of the Company Incurred pursuant to this clause (2) and then outstanding, does not exceed 175% of the Net Cash Proceeds received
by the Company since immediately after the Issue Date from the issue or sale of Capital 

  

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Stock of the Company or cash contributed to the capital of the Company, including cash contributions received by the Company following a Holdings-Company
Merger, (in each case other than proceeds of Disqualified Stock or sales of Capital Stock to the Company or any of its Subsidiaries); provided, however, that (A) any Indebtedness Incurred under this clause (2) after June 1,
2012 shall have a weighted Average Life that is greater than the then remaining weighted Average Life of the Notes and (B) any Indebtedness Incurred under this clause (2) shall consist only of Subordinated Obligations; provided further,
however, that any Net Cash Proceeds or cash contributions received by the Company pursuant to this clause (2) and used to Incur Indebtedness pursuant to this clause (2), shall be excluded from the calculation of amounts under
Section 4.04(a)(3)(B); 
 (3) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided,
however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior
payment in full in cash of all obligations with respect to the Notes; 
 (4) the Notes (other than any Additional Notes) and
the Guarantees; 
 (5) Indebtedness outstanding on the Issue Date or Incurred in connection with the refinancing transactions
described in the Offering Memorandum; provided, that the Indebtedness for borrowed money outstanding immediately prior to the release of escrowed funds on the Escrow Release Date shall not exceed $1.7 billion on a pro forma basis after giving effect
to the Refinancing Transactions (exclusive of original issue discount Incurred in connection with the Refinancing Transactions and any additional amount of Indebtedness that may be outstanding as a result of holders of the Company’s 9.75%
Senior Notes due 2014, Senior Floating Rate Notes due 2013, 10% Senior Secured Discount Convertible Notes due 2009 and the Existing Sale and Leaseback Transaction having declined mandatory offers to repurchase or an exchange offer in respect of such
Indebtedness); provided further, that the aggregate principal amount of Senior Indebtedness for borrowed money outstanding immediately prior to the release of escrowed funds on the Escrow Release Date shall not exceed $1.1 billion on a pro forma
basis after giving effect to the Refinancing Transactions (exclusive of original issue discount Incurred in connection with the Refinancing Transactions and any additional amount of Indebtedness that may be outstanding as a result of holders of the
Company’s 9.75% Senior Notes due 2014, Senior Floating Rate Notes due 2013, 10% Senior Secured Discount Convertible Notes due 2009 and the Existing Sale and Leaseback Transaction having declined mandatory offers to repurchase or an exchange
offer in respect of such Indebtedness); 
 (6) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to
the date on which such Subsidiary was acquired by the Company (other than 

  

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Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series
of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have
been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); 
 (7) Refinancing
Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (2), (4), (5) or (6) of this Section 4.03(b) or this clause (7); provided, however, that to the extent such Refinancing
Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (6), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; 
 (8) Hedging Obligations directly related to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant
to this Indenture; 
 (9) obligations in respect of workers’ compensation claims, self-insurance obligations,
performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business; 
 (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided,
however, that such Indebtedness is extinguished within five Business Days of its Incurrence; 
 (11) unsecured
Subordinated Obligations or Disqualified Stock of the Company in an aggregate principal amount not in excess of $250.0 million outstanding (at any one time) Incurred to finance the construction, expansion, development or acquisition of music
libraries and other recorded music programming, furniture, fixtures and equipment (including satellites, ground stations and related equipment) if such Subordinated Obligations or Disqualified Stock, as applicable, has a weighted Average Life longer
than the weighted Average Life of the Notes and has a final Stated Maturity of principal later than the Stated Maturity of principal of the Notes; 
 (12) [Intentionally omitted]; 
 (13) Indebtedness arising from agreements of the Company or
any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar Obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted
Subsidiary; provided, however, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such
disposition; 
 (14) Any Indebtedness which becomes an Obligation of the Company as a result of a Holdings-Company Merger or a
Company-Sirius Merger; 
  

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 (15) Replacement Satellite Vendor Indebtedness; 
 (16) unsecured Subordinated Obligations or Disqualified Stock of the Company in an aggregate principal amount (or liquidation preference,
as applicable) (including the aggregate principal amount (or liquidation preference, as applicable) of all Refinancing Indebtedness Incurred to refund, Refinance or replace any Indebtedness or Disqualified Stock, as applicable, incurred pursuant to
this clause (16)) at any time outstanding not to exceed the product of (a) $100.0 and (b) the number of Subscribers at such time if such subordinated Indebtedness or Disqualified Stock, as applicable, has a weighted Average Life
longer than the weighted Average Life of the Notes and has a final maturity date later than the final maturity date of the Notes; and 
 (17) [Intentionally omitted]. 
 (c) Notwithstanding the foregoing, the Company shall not be entitled to
Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company unless such Indebtedness shall be subordinated to the Notes to at least the
same extent as such Subordinated Obligations. 
 (d) For purposes of determining compliance with this Section 4.03: 
 (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness
described in Sections 4.03(a), (b) and (c), the Company, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and shall only be required to include the amount and type of such
Indebtedness in one of the above clauses; 
 (2) the Company shall be entitled to divide and classify (and later reclassify)
an item of Indebtedness in more than one of the types of Indebtedness described above; 
 (3) any Indebtedness Incurred under
clauses (1) or (2) of Section 4.03(b) shall cease to be deemed Incurred or outstanding for purposes of those clauses, respectively, but instead shall be deemed to be Incurred for purposes of Section 4.03(a) from and after the
first date on which the Company could have Incurred such Indebtedness under Section 4.03(a) without reliance on any of such clauses; 
 (4) Guarantees of, or Obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; 
 (5) any Disqualified Stock of the Company or Preferred Stock of a Restricted Subsidiary will be deemed to have a principal amount equal to
the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and 
  

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 (6) Increases in the amount of Indebtedness solely as a result of fluctuations in the
exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.03. 
 SECTION
4.04. Limitation on Restricted Payments. 
 (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 
 (1) a Default shall have occurred and be continuing (or would result therefrom); 
 (2) the Company is not entitled
to Incur an additional $1.00 of Indebtedness under Section 4.03(a) after giving effect, on a pro forma basis, to such Restricted Payment; or 
 (3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of (without duplication): 
 (A) 100% of Consolidated Operating Cash Flow accrued during the period (treated as one accounting period) from the beginning of the first
fiscal quarter during which the Company generates positive Consolidated Operating Cash Flow to the end of the most recent fiscal quarter for which internal financial statements are available less 1.4 times the Consolidated Interest Expense for the
same period; plus 
 (B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of
its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company), 100% of any cash capital contribution received by the Company from its stockholders subsequent to the
Issue Date, 100% of the fair market value (as determined by the Board of Directors) of the consideration (if other than cash) from the issue or sale of Capital Stock (other than Disqualified Stock) of the Company and 100% of the fair market value
(as determined by the Board of Directors) of the actual or deemed capital contributions to the common equity capital of the Company by Holdings from the issuance of Capital Stock of Holdings in exchange for the retirement of Indebtedness of the
Company that ranks equal to the Notes in right of payment; provided, however, that any Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock or cash capital contributions received by the Company and used to
Incur Indebtedness pursuant Section 4.03(b)(2), shall be excluded from the calculation of Net Cash Proceeds and cash capital contributions under this clause (B) until and to the extent any Indebtedness Incurred pursuant to
Section 4.03(b)(2) in respect of such Net Cash Proceeds or cash capital contributions has been treated, pursuant to Section 4.03(d)(3), as Incurred pursuant to Section 4.03(a); plus 
  

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 (C) the amount by which Indebtedness of the Company or any Restricted Subsidiary is
reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness convertible or exchangeable for Capital Stock (other than Disqualified Stock) of Holdings or the Company (less the amount of
any cash, or the fair value (as determined in good faith by the Board of Directors) of any other property, distributed by Holdings or the Company upon such conversion or exchange); plus 
 (D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or
any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends
and distributions to the extent included in Consolidated Operating Cash Flow), in each case received by the Company or any Restricted Subsidiary, and (ii) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to
the Company’s equity interest in such Subsidiary) of the fair market value (as determined in good faith by the Board of Directors) of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a
Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary. 
 (b) The preceding provisions of
Section 4.04(a) shall not prohibit: 
 (1) any Restricted Payment made within 90 days of the receipt of Net Cash Proceeds
from the sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock) or a substantially concurrent cash capital contribution received by the Company; provided, however, that (A) such Restricted Payment
shall be excluded from subsequent calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the
calculation of amounts under Section 4.04(a)(3)(B); 
 (2) any purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations (other than Permitted Subordinated Obligations) of the Company made within 90 days by exchange for, or out of the proceeds of, the Incurrence of Indebtedness of such Person which is
permitted to be Incurred pursuant to Section 4.03; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded from subsequent calculations of the amount of
Restricted Payments; 
 (3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of
Subordinated Obligations of the Company Incurred pursuant to 

  

 48 








 
Section 4.03(b)(11) made by exchange for, or out of the proceeds of, the substantially concurrent Incurrence of, Subordinated Obligations that have, at
the time of Incurrence, a weighted Average Life that is greater than the then remaining weighted Average Life of the Notes and a Stated Maturity that is later than the date that is 91 days after the Stated Maturity of the Notes; provided,
however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded from subsequent calculations of the amount of Restricted Payments; 
 (4) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied
with this Section 4.04; provided, however, that such dividend shall be included in subsequent calculations of the amount of Restricted Payments; 
 (5) the declaration or payment of dividends on Disqualified Stock issued pursuant to Section 4.03; provided, however, that at
the time of declaration of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends shall be excluded from subsequent calculations of the amount of Restricted
Payments; 
 (6) repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants or other convertible
securities if such Capital Stock represents a portion of the exercise price thereof; provided, however, that such Restricted Payments shall be excluded from subsequent calculations of the amount of Restricted Payments; 
 (7) cash payments in lieu of the issuance of fractional shares in connection with a reverse stock split of the Capital Stock of the
Company or the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this
Section 4.04 (as determined in good faith by the Board of Directors); provided further, however, that such payments shall be excluded in subsequent calculations of the amount of Restricted Payments; 
 (8) in the event of a Change of Control or to the extent permitted by Section 4.06, and if no Default shall have occurred and be
continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated
Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by this
Indenture) has made a Change of Control Offer or Offer with respect to the Notes and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Offer; provided further, however, that such
payments, purchases, redemptions, defeasances or other acquisitions or retirements shall be excluded from subsequent calculations of the amount of Restricted Payments; 
 (9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under Section 4.03(b)(3); provided,
however, that no Default has 

  

 49 








 
occurred and is continuing or would otherwise result therefrom; provided further, however, that such payments shall be excluded from subsequent
calculations of the amount of Restricted Payments; 
 (10) the repurchase, redemption or other acquisition or retirement for
value of any equity interests of the Company or any Restricted Subsidiary (other than Disqualified Stock) held by any employee of the Company made in lieu of withholding taxes resulting from the exercise, exchange or conversion of stock options,
warrants or other similar rights; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; provided further, however, that such payments shall be excluded from subsequent calculations of
the amount of Restricted Payments; 
 (11) cash dividends, distributions, loans or other transfers to Holdings in amounts
equal to: 
 (A) for so long as the Company is a member of a group filing a consolidated or combined tax return with Sirius
Satellite Radio Inc., payments to Holdings or Sirius Satellite Radio Inc. in respect of an allocable portion of the tax liabilities of such group that is attributable to Holdings and its Subsidiaries (“Tax Payments”). The Tax
Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that Holdings would owe if Holdings were filing a separate tax return (or a separate consolidated or combined return with its
Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Holdings and such Subsidiaries from other taxable years and (ii) the net
amount of the relevant tax that Sirius Satellite Radio Inc. actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days of the receipt by
Holdings or Sirius Satellite Radio Inc. of such Tax Payments or refunded to the Company; 
 (B) the amounts required for
Holdings to pay franchise taxes and other fees required to maintain its legal existence; and 
 (C) an amount not to exceed
$3.0 million in any fiscal year to permit Holdings to pay their corporate overhead expenses Incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform services for both (1) Sirius Satellite
Radio Inc. or Holdings, on the one hand, and (2) the Company, on the other hand; and 
 (D) any fees and expenses related
to any equity offering or other financing of any direct or indirect parent of the Company to the extent the proceeds of such offering or financing are contributed to the Company. 
 (12) any Restricted Payment to an Affiliate for the provision of administrative, management, content or other business services, in each
case to the extent permitted by Section 4.07; and 
  

 50 








 (13) any purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Obligations of the Company under the Existing Sale Leaseback Transaction that are triggered by the Merger; provided, however, that such payments shall be excluded from subsequent calculations of the amount of Restricted Payments;

 (14) other Restricted Payments in an amount not to exceed $40.0 million per calendar year (with unused amounts in any
calendar year being permitted to be carried over for the next succeeding calendar years); provided, however, such Restricted Payments, when taken together with all other Restricted Payments made pursuant to this clause (1314) do not exceed
$100.0 million in the aggregate in any calendar year; provided further, however, that no Default has occurred and is continuing or would otherwise result therefrom; provided further, however, that such payments shall be excluded from subsequent
calculations of the amount of Restricted Payments.; 
 (15) any purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations (other than Permitted Subordinated Obligations) of the Company with an aggregate principal amount not exceed $50 million at a purchase price not greater than 100% of the principal
amount or accreted value thereof, as the case may be, together with accrued interest, if any; and 
 (16) any purchase,
repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations (other than Permitted Subordinated Obligations) of the Company with an aggregate principal amount not exceed $450 million at a purchase price
not greater than 100% of the principal amount or accreted value thereof, as the case may be, together with accrued interest, if any; provided, however, that at the time of such purchase, no amounts shall be outstanding under any senior secured
credit agreements or senior secured letter of credit facilities to which the Company is party; provided, further, that prior to making any such purchase the Company has made an offer to repurchase Notes at a purchase price not less than 100% of the
principal amount or accreted value thereof, as the case may be, together with accrued interest, if any with at least the same aggregate principal amount as the Subordinated Obligations to be repurchased pursuant to this clause. 
 The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and any
non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith. 
 SECTION
4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company or any
Restricted Subsidiary, (b) make any loans or advances to the Company or any Restricted Subsidiary or (c) transfer any of its property or assets to the Company or any Restricted Subsidiary, except: 
  

	 	(1)	with respect to clauses (a), (b) and (c), 

  

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 (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into
on the Issue Date; 
 (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement
relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or
any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such
date; 
 (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant
to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C) or contained in any amendments, modifications, restatements, renewals, increases, supplements, refundings or replacements to an agreement referred to in
Section 4.05(1)(A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any
material respect to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary,
whichever is applicable; 
 (D) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property
or assets) imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the
closing of such sale or disposition; 
 (E) any encumbrance or restriction consisting of net worth provisions or restrictions
on cash or other deposits in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; 
 (F) any encumbrance or restriction consisting of customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the
ordinary course of business; and 
 (G) customary non-assignment provisions in contracts, licenses and leases entered into in
the ordinary course of business; and 
  

 52 









	 	(2)	with respect to clause (c) only, 

 (A)
any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the assignment or transfer of the lease or the property leased thereunder; 
 (B) any encumbrance or restriction contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary
to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, pledges or mortgages; 
 (C) any encumbrance or restriction consisting of (i) Purchase Money Indebtedness for property acquired in the ordinary course of business and (ii) Capitalized Lease Obligations permitted under this
Indenture, in each case, that impose encumbrances or restrictions of the nature described in Section 4.05(c) on the property so acquired; and 
 (D) any encumbrance or restriction pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;

 (E) applicable law; and 
 (F) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien. 
 SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock. 
 (a) The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: 
 (1) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the
Company, of the shares and assets subject to such Asset Disposition; 
 (2) at least 75% of the consideration thereof received
by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; 
 (3) an amount equal to 100% of the
Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be 
 (A) first, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company (including the Notes) or Indebtedness
(other than any Disqualified Stock) of any Wholly Owned 

  

 53 








 
Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash; 
 (B) second, to the extent of the balance of such Net Available Cash
after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available
Cash; provided, however, that the Company shall have an additional six months to apply such Net Available Cash pursuant to this clause (B) if it shall have entered into a binding acquisition or purchase contract in respect of Additional
Assets prior to the expiration of such one-year period; and 
 (C) third, to the extent of the balance of such Net Available
Cash after application in accordance with clauses (A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior
Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; 
 provided, however, that in connection with any
prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, that the prior proviso shall not affect the ability of the Company or such Restricted Subsidiary to Incur Indebtedness under
Section 4.03(b). 
 Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries
shall not be required to apply any Net Available Cash in accordance with this Section 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this
Section 4.06(a) exceeds $10 million. Pending application of Net Available Cash pursuant to this Section 4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit
indebtedness. 
 For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: 
 (1) the assumption or discharge of Indebtedness of the Company (other than Obligations in respect of Disqualified Stock of the Company) or
any Restricted Subsidiary or other liabilities (as shown on the most recent balance sheet (or notes thereto) of the Company or the Restricted Subsidiary) and the release of the Company or such Restricted Subsidiary from all liability on such
Indebtedness or from such other liabilities in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(A) above);
and 
  

 54 








 (2) securities received by the Company or any Restricted Subsidiary from the transferee
that are converted within 30 days by the Company or such Restricted Subsidiary into cash, to the extent of cash received in that conversion. 
 (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the Company shall purchase Notes tendered pursuant to an offer by the
Company for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event the Notes or such other Senior Indebtedness of the Company was issued with significant
original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such
Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the Notes tendered exceeds the Net Available Cash allotted to their
purchase, the Company shall select the Notes to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or multiples of $1,000 in excess of $2,000. The Company
shall not be required to make such an offer to purchase Notes (and other Senior Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C) if the Net Available Cash available therefor is less than $5 million (which lesser amount shall be
carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash shall be deemed to be
reduced by the aggregate amount of such offer. 
 (c) Promptly, and in any event within 10 days after the Company becomes obligated to make
an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Company either in whole or in part (subject to prorating as
described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $2,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days
after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a
minimum will include (A) the most recent annual report, quarterly report and any current report delivered to the Trustee in the prior 90 days pursuant to Section 4.02(a), other than current reports describing Asset Dispositions otherwise
described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company’s business subsequent to the date of the latest of such reports and (C) if material, appropriate
pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3) below. 
 (1) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver
to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash
from the Asset Dispositions pursuant to which such Offer is being made 

  

 55 








 
and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Company shall also irrevocably deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are
immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence
may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for
cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in
the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Company promptly
after the expiration of the Offer Period for application in accordance with this Section 4.06. 
 (2) Holders electing to
have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to
withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered. 
 (3) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the
Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Note shall be deemed to have been accepted for purchase at the time
the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 
 (d) The Company shall not, and
shall not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: 
 (1) at the time of entering into such
Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) in the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair
market value, as determined by the Board of Directors of the Company in good faith, in excess of $5 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company; and 
  

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 (3) in the event such Asset Swap involves the transfer by the Company or any Restricted
Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith, in excess of $20 million, the Company has received a written opinion from an Independent Qualified Party that such
Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view. 
 (e) The Company shall
comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Indenture and this Section 4.06 by virtue of its compliance with such securities laws or regulations. 
 SECTION
4.07. Limitation on Affiliate Transactions. 
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an
“Affiliate Transaction”) unless: 
 (1) the terms of the Affiliate Transaction are no less favorable to the Company
or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; 
 (2) if such Affiliate Transaction involves an amount in excess of $5 million, the terms of the Affiliate Transaction are set forth in
writing and a majority of the directors of the Company who have no direct financial interest with respect to such Affiliate Transaction (other than as a stockholder of the Company, Holdings or Sirius Satellite Radio Inc.) have determined in good
faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and 
 (3) if such Affiliate Transaction involves an amount in excess of $20 million, the Board of Directors of the Company shall also have
received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its
Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate or is fair from a financial point of view. 
 (b) The provisions of the preceding paragraph (a) shall not prohibit: 
 (1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to (but
only to the extent included in the calculation of the amount of Restricted Payments made pursuant to) Section 4.04(a)(3); 
  

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 (2) any issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership or other employee benefit plans approved by the Board of Directors of the Company or Sirius Satellite Radio Inc. or entered into in the ordinary
course of business; 
 (3) to the extent permitted by applicable law, loans or advances to employees in the ordinary course of
business in accordance with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $2 million in the aggregate outstanding at any one time; 
 (4) the payment of reasonable and customary fees to, and indemnity provided on behalf of, directors of the Company and its Restricted
Subsidiaries who are not employees of the Company or its Restricted Subsidiaries; 
 (5) any transaction with the Company, a
Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture
or similar entity; 
 (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company to
Affiliates of the Company and the granting of registration and other customary rights in connection therewith; 
 (7) any
agreement as in effect on the Issue Date and described in the Offering Memorandum, as these agreements may be amended, modified, supplemented, extended or renewed from time to time (so long as any amendment, modification, supplement, extension or
renewal is not less favorable in any material respect to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby; 
 (8) any transaction by the Company or any Restricted Subsidiary with an Affiliate related to the purchase, sale or distribution of XM radios, subscription to XM services or other products or services in the ordinary
course of business including any such transaction with an automotive manufacturer or similar business partner, which has been approved by a majority of the members of the Board of Directors of the Company who have no direct financial interest with
respect to such Affiliate Transaction (other than as a stockholder of the Company, Holdings or Sirius Satellite Radio Inc.); 
 (9) a Holdings-Company Merger or a Company-Sirius Merger; and 
 (10) any transaction between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries. 
  

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 SECTION 4.08. Limitation on Line of Business. The Company shall not, and shall not permit any
Restricted Subsidiary, to engage in any business other than a Related Business. 
 SECTION 4.09. Limitation on the Sale or Issuance
of Capital Stock of Restricted Subsidiaries. The Company: 
 (1) shall not, and shall not permit any Restricted Subsidiary
to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly Owned Subsidiary), and 
 (2) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock
constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company or a Wholly Owned Subsidiary), unless 
 (A) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; 
 (B) such issuance, sale or other disposition is treated as an Asset Disposition and immediately after giving effect to such issuance, sale
or other disposition, such Restricted Subsidiary would continue to be a Restricted Subsidiary; or 
 (C) immediately after
giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the
Company and such Investment would be permitted to be made under Section 4.04 if made on the date of such issuance, sale or other disposition. 
 For purposes of this Section 4.09, the creation of a Lien on any Capital Stock of a Restricted Subsidiary to secure Indebtedness of the Company or any of its Restricted Subsidiaries will not be deemed to be a violation of this
Section 4.09; provided, however, that any sale or other disposition by the secured party of such Capital Stock following foreclosure of its Lien will be subject to this Section 4.09. 
 SECTION 4.10. Change of Control. 
 (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of
purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms
contemplated in Section 4.10(b). 
  

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 (b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a
copy to the Trustee (the “Change of Control Offer”) stating: 
 (1) that a Change of Control has occurred and that
such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); 
 (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to
such Change of Control); 
 (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date
such notice is mailed); and 
 (4) the instructions, as determined by the Company, consistent with this Section 4.10,
that a Holder must follow in order to have its Notes repurchased. 
 (c) Holders electing to have a Note repurchased under this
Section 4.10 will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw
their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was
delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. 
 (d) On the
purchase date, all Notes purchased by the Company under this Section 4.10 shall be delivered by the Company to the Trustee for cancellation, and in accordance with Section 4.10(a), the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto. 
 (e) Notwithstanding the foregoing provisions of this Section 4.10, the
Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Section 4.10 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 (f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of its compliance with such securities laws or regulations. 
  

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 SECTION 4.11. Limitation on Liens. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the Obligations so secured for so long as such Obligations are so
secured. 
 Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that
such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. 
 SECTION
4.12. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless: 
 (1) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt
with respect to such Sale/Leaseback Transaction pursuant to Section 4.03, and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes pursuant to Section 4.11; 
 (2) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least
equal to the fair market value (as determined by the Board of Directors of the Company) of such property; and 
 (3) the
Company applies the proceeds of such transaction in compliance with Section 4.06. 
 SECTION 4.13. Compliance Certificate.
The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they
would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to
take with respect thereto. 
 The Company shall deliver to the Trustee, as soon as possible and in any event within five Business Days after
the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default
or default and the action which the Company proposes to take with respect thereto. 
 SECTION 4.14. Further Instruments and Acts.
Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
  

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 SECTION 4.15. Changes in Covenants When Notes Rated Investment Grade. 
 If on any date following the date of this Indenture: 
 (a) The Notes are rated Baa3 or better by Moody’s and BBB- or better by Standard & Poors (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade
credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency); and 
 (b) no Default or Event of Default will have occurred and be continuing under this Indenture, then, beginning on that day, the following Sections in this
Indenture will no longer be applicable to the Notes: 4.03, 4.04, 4.05, 4.06, 4.07, 4.12(1)(A), 4.12(3) and 5.01(3). 
 The Company will
promptly deliver to the Trustee an Officers’ Certificate certifying that the conditions set forth in paragraphs (a) and (b) to the inapplicability of such covenants to the Notes have been complied with. 
 ARTICLE 5 
 Successor Company

 SECTION 5.01. When Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into, or
convey, transfer, lease, assign or otherwise dispose of, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: 
 (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; 
 (2) immediately after
giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such
Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; 
 (3) immediately after giving
pro forma effect to such transaction, the Successor Company would have a Consolidated Leverage Ratio equal to or better than the Company’s Consolidated Leverage Ratio immediately prior to the transaction; and 
 (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 
  

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 provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating
with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of the Company is distributed to any Person) or (B) the Company merging with an Affiliate of the Company solely for the
purpose and with the sole effect of reincorporating the Company in another jurisdiction. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to any other Person. 
 This Section 5.01 will not apply to a consolidation,
merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among the Company and any of its Restricted Subsidiaries or pursuant to the Merger or the Escrow LLC-Company Merger; provided that, in the
case of the Escrow LLC-Company Merger, the Company, Escrow LLC and the Trustee shall execute a supplemental indenture substantially in the form of Exhibit 3 to this Indenture. 
 This Section 5.01 will apply to a Holdings-Company Merger or a Company-Sirius Merger, except that for purposes of compliance with the first
paragraph of this Section 5.01, clause (3) shall be replaced with the following: (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would have a Senior Secured Leverage
Ratio and a Senior Unsecured Leverage Ratio equal to or better than the Company’s Senior Secured Leverage Ratio and Senior Unsecured Leverage Ratio, respectively, immediately prior to the transaction or (B) the Successor Company would be
permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a). 
 For purposes of this Section 5.01, the
sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
 The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. 
 ARTICLE 6 
 Defaults and Remedies 
 SECTION 6.01. Events of Default. Each of the following is an “Event of Default”: 
 (1) default in any payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30
days; 
  

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 (2) (A) a default in the payment of the principal of any Note when the same becomes due
and payable at its Stated Maturity, upon optional redemption, upon declaration of acceleration or otherwise, or (B) the failure by the Company to purchase Notes when required pursuant to this Indenture or the Notes; 
 (3) the failure by the Company to comply with Section 5.01; 
 (4) the failure by the Company to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10 or 4.11 (other than a failure to
purchase Notes when required under Section 4.06 or 4.10) and such failure continues for 30 days after the notice specified in the second to last paragraph of this Section 6.01 below; 
 (5) the failure by the Company to comply with any of its agreements contained in the Notes or this Indenture (other than those referred to
in clause (1), (2), (3) or (4) above (or a failure to give notice described in clause (4) above)) and such failure continues for 60 days after the notice specified in the second to last paragraph of this Section 6.01 below;

 (6) Indebtedness of the Company or any Significant Subsidiary (other than with respect to the Notes) is not paid within any
applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $25 million, or its foreign currency equivalent at the time;

 (7) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (A) commences a voluntary case; 
 (B) consents to the entry of an order for relief against it in an involuntary case; 
 (C)
consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (D) makes a general
assignment for the benefit of its creditors; 
 or takes any comparable action under any foreign laws relating to insolvency; 
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (A) is for relief against the Company or any Significant Subsidiary in an involuntary case; 
 (B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or 
  

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 (C) orders the winding up or liquidation of the Company or any Significant Subsidiary;

 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; 
 (9) any final, nonappealable judgment or decree for the payment of money which, when taken together with all other final, nonappealable
judgments or decrees for the payment of money, causes the aggregate amount of such judgments or decrees entered against the Company or any Significant Subsidiary to exceed $25 million (net of any amounts with respect to which a reputable and
creditworthy insurance company has acknowledged liability in writing), remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed; or 
 (10) any Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of
this Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under this Indenture or its Subsidiary Guarantee. 
 The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
 The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law. 
 A Default under clauses (4) or (5) is not an Event of
Default until the Trustee or the holders of at least 25% in principal amount of the outstanding Notes notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice
must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. 
 The Company shall
deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default under clause (6) and any event which with the giving of notice or the lapse of time would
become an Event of Default under clause (4), (5) or (9), its status and what action the Company is taking or proposes to take with respect thereto. 
 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) with respect to the Company) occurs and is continuing, the Trustee by notice
to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a
declaration, such principal and interest shall be due and payable immediately. In the event of a 

  

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declaration of acceleration of the Notes because an Event of Default described in Section 6.01(6) with respect to other Senior Indebtedness has occurred
and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Event of Default or payment default triggering such Event of Default pursuant to Section 6.01(6) shall be remedied or cured by the Company or
a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict
with any judgment or decree of a court of competent jurisdiction and (2) all existing Defaults or Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the
Notes, have been cured or waived. If an Event of Default specified in Section 6.01(7) or (8) with respect to the Company occurs, the principal of and interest on all the Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Noteholders. The Holders of a majority in principal amount of the outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. 
 SECTION 6.03. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy.
All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of
the Notes by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Note (b) a Default arising from the failure to redeem or purchase any Note when
required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Noteholder affected. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right. 
 SECTION 6.05. Control by Majority. The Holders
of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such action. 
  

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 SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Noteholder may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
 (2) the Holders of at least 25% in principal amount of the Notes make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

 (5) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the
request during such 60-day period. 
 A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a
preference or priority over another Noteholder. In the event that the Definitive Notes are not issued to any beneficial owner promptly after the Registrar has received a request from the Holder of a Global Note to issue such Definitive Notes to such
beneficial owner of its nominee, the Company expressly agrees and acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial holder of Notes to pursue such remedy with respect to
the portion of the Global Note that represents such beneficial holder’s Notes as if such Definitive Notes had been issued. 
 SECTION
6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due
dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.07. 
 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Noteholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or
applicable regulations, 

  

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may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
 Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 FIRST: to the Trustee for amounts due under Section 7.07; 
 SECOND: to Noteholders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and 
 THIRD: to the
Company. 
 The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days
before such record date, the Company shall mail to each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 
 SECTION 6.10. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in aggregate principal amount of the Notes. 
 SECTION 6.11. Waiver of Stay or Extension Laws. The Company (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION
6.12. Sole Remedy for Failure to Report. Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure of the Company to comply with its agreements under Section 4.02(a) of
this Indenture will for the 180 calendar days after the occurrence of such an Event of Default consist exclusively of the right to receive additional interest (“Reporting Additional Interest”) on the principal amount of the Notes at
a rate equal to 0.50% per annum. This Reporting Additional Interest will be payable in the 

  

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same manner and on the same Interest Payment Dates and subject to the same terms as other interest payable under this Indenture. Reporting Additional
Interest will accrue on all outstanding Notes from and including the date on which such Event of Default relating to a failure to comply with Section 4.02(a) first occurs to but not including the 180th calendar day thereafter (or such earlier
date on which the Event of Default relating to a failure to comply with Section 4.02(a) shall have been cured or waived). On such 180th calendar day (or such earlier date on which the Event of Default relating to a failure to comply with
Section 4.02(a) shall have been cured or waived), such Reporting Additional Interest will cease to accrue and on such 180th calendar day the Notes will be subject to acceleration and other remedies as provided in this Article 6 if the Event of
Default is continuing. For the avoidance of doubt, the provisions of this Section 6.12 will not affect the rights of Holders in the event of the occurrence of any other Event of Default. For the further avoidance of doubt, the Reporting
Additional Interest shall not begin accruing until the Company fails to comply with Section 4.02(a) for a period of 60 calendar days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of outstanding Notes. 
 ARTICLE 7 
 Trustee 
 SECTION 7.01. Duties
of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (1) this paragraph does not limit the effect of paragraph (a) of this Section; 
  

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 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

 (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section. 
 SECTION 7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 
 (e) The Trustee
may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
  

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 (f) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. 
 (g) The Trustee
shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 
 (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any
kind by reason of such inquiry or investigation. 
 (i) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and 
 (l) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee
must comply with Section 7.10. 
  

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 SECTION 7.04. Trustee’s Disclaimer. The recitals contained herein and in the Notes,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this
Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. 
 SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and is known to the Trustee, the Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in
the case of a Default in the payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note, if any), the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is not opposed to the interest of the Noteholder. 
 SECTION
7.06. Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to
each Noteholder a brief report dated as of May 15. 
 A copy of each report at the time of its mailing to Noteholders shall be filed
with the SEC and each stock exchange (if any) on which the Notes are listed. The Company agrees to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 
 SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the
Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee or any predecessor Trustee and their agents against any and all loss, liability or expense (including reasonable attorneys’ fees and taxes (other
than taxes based upon, measured by or determined by the income of the Trustee)) incurred by it in connection with the administration of this trust and the performance of its duties hereunder including the costs and expenses of defending itself
against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this
Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company 

  

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shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes
such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust
to pay principal of and interest on particular Notes. 
 The Company’s payment obligations pursuant to this Section shall survive the
discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the Company, the expenses are intended to constitute expenses of administration under the
Bankruptcy Law. 
 SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The
Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 
 (2) the Trustee is adjudged bankrupt or insolvent; 
 (3) a receiver or other public officer takes charge of the Trustee or its property; or 
 (4) the Trustee otherwise becomes incapable of acting. 
 If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 
 If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the Company’s expense, or the Holders of 10% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee. 
  

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 If the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the replacement of the Trustee
pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association,
the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 
 In case at the time such
successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the
name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee
shall have. 
 SECTION 7.10. Eligibility; Disqualification. The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition. 
 SECTION 7.11. Trustee’s Application for
Instructions from the Company. Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and
the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier
date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 
 ARTICLE 8 
 Discharge of Indenture;
Defeasance 
 SECTION 8.01. Discharge of Liability on Notes; Defeasance. 
 (a) When (1) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or
(2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing 

  

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of a notice of redemption pursuant to Article 3 hereof and the Company or a Subsidiary Guarantor irrevocably deposits with the Trustee funds sufficient to
pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Company. 
 (b) Subject to Sections 8.01(c) and 8.02, the Company at
any time may terminate (1) all its obligations under the Notes and this Indenture (“legal defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the
operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(3) (“covenant
defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 
 If the Company exercises its legal defeasance option, (i) payment of the Notes may not be accelerated because of an Event of Default with respect thereto and (ii) the Guarantees in effect at such time of
exercise will terminate. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the
case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(3). 
 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
 (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and
in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive. 
 SECTION 8.02. Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: 
 (1) the Company or a Guarantor irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of
principal of and interest on the Notes to redemption or maturity, as the case may be; 
 (2) the Company delivers to the
Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited
money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be; 
  

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 (3) 123 days pass after the deposit is made and during the 123-day period no Default
specified in Sections 6.01(7) or (8) with respect to the Company occurs which is continuing at the end of the period; 
 (4) the deposit does not constitute a default under any other agreement binding on the Company; 
 (5) the Company
delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
 (6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 
 (7) in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant
defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; 
 (8) the Company delivers to the Trustee an Opinion of Counsel in the jurisdiction or organization of the Company (if other than the United
States) to the effect that (A) Holders will not recognize income, gain or loss income tax purposes of such jurisdiction as a result of such deposit and defeasance, and will be subject to income tax of such jurisdiction on the same amounts, and
in the same manner and at the same times as would have been the case if such deposit and defeasance, had not occurred; and 
 (9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied
with. 
 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future
date in accordance with Article 3. 
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S.
Government Obligations (including proceeds thereof) deposited with it pursuant 

  

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to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Notes. 
 SECTION 8.04. Repayment to Company. Each of the Trustee
and the Paying Agent shall promptly turn over to the Company upon request any excess money U.S. Government Obligations or securities held by them at any time. 
 Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Noteholders entitled to the money must look to the Company for payment as general creditors. 
 SECTION
8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest
received on such U.S. Government Obligations. 
 SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply
any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture, and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
 ARTICLE 9 
 Amendments 
 SECTION 9.01. Without Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture, the Notes and the Guarantees
without notice to or consent of any Noteholder: 
 (1) to cure any ambiguity, omission, defect or inconsistency; 

(2) to comply with Article 5; 
 (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of
the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; 
  

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 (4) to add Guarantees with respect to the Notes, including any Subsidiary Guarantees, or
to secure the Notes; 
 (5) to add to the covenants of the Company or any of its Restricted Subsidiaries for the benefit of
the Holders or to surrender any right or power herein conferred upon the Company or any of its Restricted Subsidiaries; 
 (6)
to make any change that does not adversely affect the rights of any Noteholder; 
 (7) to add Guarantees with respect to the
Notes or release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary; provided, however, that the designation is in accord with the applicable provisions of this Indenture; 
 (8) to release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in accordance with the
applicable provisions of this Indenture; 
 (9) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees
to any provision in the Offering Memorandum under the heading “Description of Notes”; or 
 (10) to make any
amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the
Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 
 After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section. 
 SECTION 9.02. With Consent of Holders. The
Company, the Guarantors and the Trustee may amend this Indenture, the Notes and the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in
connection with a tender offer or exchange offer for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer for the Notes). However, without the consent of each Noteholder affected thereby, an amendment or waiver may not, among other things: 
 (1) reduce the amount of Notes whose Holders must consent to an amendment; 
 (2) reduce the rate of or extend the time for payment of interest on any Note; 
  

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 (3) reduce the principal of or change the Stated Maturity of any Note; 
 (4) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Article
3 hereto or paragraph 5 of the Notes; 
 (5) make any Note payable in money other than that stated in the Note; 
 (6) make any changes in the ranking or priority of any Note that would adversely affect the Noteholders; 
 (7) make any change in Section 6.04 or 6.07 or this second sentence of this Section; 
 (8) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after
the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or 
 (9) release any Guarantor from its Guarantee under this Indenture except in accordance with this Indenture. 
 It shall not be
necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The
failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 
 SECTION 9.03. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the
Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note
or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Noteholder. An amendment or waiver becomes
effective upon (i) receipt by the Company or the Trustee of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture
supplemental hereto containing such amendment or waiver and (iii) the execution of such amendment or waiver by the Trustee. 
 The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If
a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders 

  

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at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously
given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.04. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee or the Company
may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment. 

SECTION 9.05. Trustee To Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9
if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by
this Indenture. 
 SECTION 9.06. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless
such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE 10 
 Guarantee 
 SECTION 10.01. Guarantee. 
 (a)
Subject to this Article 10, upon consummation of the Escrow LLC-Company Merger, each of the Guarantors shall, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 
 (1) the principal of, premium and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and 
  

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 (2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. 
 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 (b)
The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. 
 SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that this Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Note Guarantee. 

  

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To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the Obligations of such Guarantor will be
limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such other Guarantor under this Article 10, result in the Obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance. 
 SECTION 10.03. Delivery of Note Guarantee. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this
Indenture or any supplemental indenture on behalf of the Guarantors. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge thereof.

 In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Material Subsidiary after the date of this
Indenture, if required by Section 10.06 hereof, the Company will cause such Material Subsidiary to comply with the provisions of Section 10.06 hereof and the other Sections of this Article 10, to the extent applicable. 
 SECTION 10.04. Guarantors May Consolidate, etc., on Certain Terms. 
 Except as otherwise provided in Section 10.05 hereof, no Person that becomes a Guarantor may at any time on or after the date of the Escrow
LLC-Company Merger sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor,
unless: 
 (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
 (b) either: 
 (1) subject to
Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the Obligations of that Guarantor under this Indenture and
its Note Guarantee on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or 
 (2) the Net Available Cash of such sale or other disposition is applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.06 hereof. 
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person pursuant to clause (b)(1) above, by
supplemental indenture, executed 

  

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and delivered to the Trustee and satisfactory in form to the Trustee, of this Note Guarantee and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All Note Guarantees so issued will in all
respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the
execution hereof. 
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (2) above, nothing contained
in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as
an entirety to the Company or another Guarantor. 
 The Trustee, subject to the provisions of Section 11.03 hereof, will receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption of Obligations, comply with the provisions of this Section 10.04 hereof. Such
certificate and opinion will comply with the provisions of Section 11.04. 
 SECTION 10.05. Releases 
 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Available Cash of such sale or other disposition is applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.06 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including without limitation Section 4.06 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations
under its Note Guarantee. 
 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this
Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 (c) If the legal defeasance option is
exercised or this Indenture is otherwise discharged in accordance with Article 8 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
  

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 Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 
 SECTION 10.06. Addition of Subsidiary Guarantors. 
 (a) The Company shall cause any Person that becomes a Material Subsidiary of the Company at any time on or after the date of the Escrow LLC-Company Merger to reasonably promptly become a Subsidiary Guarantor
hereunder; provided, however, that if the Material Subsidiary is the FCC License Subsidiary, it shall become a Subsidiary Guarantor hereunder only to the extent permitted under applicable law, rules or regulations, including rules and
regulations of the Federal Communications Commission. 
 (b) If the Company is required to cause a Subsidiary to become a Subsidiary
Guarantor pursuant to paragraph (a) of this Section 10.06, the Company will cause such Subsidiary to (1) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit 2 hereto pursuant to which such
Subsidiary will unconditionally Guarantee all of the Company’s Obligations under the Notes on the terms set forth in this Indenture and (2) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee that such
supplemental indenture has been duly executed and delivered by such Subsidiary; provided however, that if the Material Subsidiary is the FCC License Subsidiary, the supplemental indenture shall state that the FCC License Subsidiary shall
Guarantee all of the Company’s Obligations under the Notes on the terms set forth in this Indenture only to the extent permitted under applicable law, rules or regulations, including rules and regulations of the Federal Communications
Commission. 
 ARTICLE 11 
 Miscellaneous 
 SECTION 11.01. Notices. Any notice or communication shall be in writing (which may be by
facsimile) and delivered in person or mailed by first-class mail addressed as follows: 
 if to the Company: 
 XM Escrow LLC, c/o 
 XM Satellite Radio Inc.

 1500 Eckington Place, NE 
 Washington, DC 20002-2194 
 Attention: General Counsel 
 with a copy to: 
 Skadden, Arps, Slate, Meagher & Flom LLP 
 4 Times Square 
 New York, NY 10036

 Attention: David J. Goldschmidt, Esq. 
  

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 and 
 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, NY 10017 
 Attention: Gary Sellers,
Esq. 
 if to the Trustee: 
 The Bank of New York
Mellon 
 101 Barclay Street, Floor 8 West 
 New York, NY 10286 
 Attention: Corporate Trust Administration 
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the Noteholder’s address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
 Failure to mail a notice or
communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

 SECTION 11.02. Communication by Holders with Other Holders. Noteholders may communicate with other Noteholders with respect to
their rights under this Indenture or the Notes. 
 SECTION 11.03. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
  

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 SECTION 11.04. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a covenant or condition provided for in this Indenture shall include: 
 (1) a statement that
the individual making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with; and 
 (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition
has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 
 SECTION 11.05. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except
that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject
to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 
 SECTION 11.06. Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
 SECTION 11.07. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were not a legal holiday for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be
affected. 
 SECTION 11.08. Governing Law. This Indenture and the Notes shall be governed by, and construed in accordance with,
the laws of the State of New York. 
 SECTION 11.09. No Recourse Against Others. No director, officer, employee or stockholder,
as such, of the Company, any of its Restricted Subsidiaries or any Guarantor shall have any liability for any obligations of the Company, any of its Restricted Subsidiaries or any Guarantor under the Notes or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes. 

 

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 SECTION 11.10. Successors. All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 11.11. Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
 SECTION 11.12. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
 SECTION 11.13. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 SECTION 11.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances. 
 SECTION 11.15. Concerning the Escrow Agreement. Each Holder of a Note, by
accepting a Note, shall be deemed to have authorized and directed the Trustee to execute and deliver the Escrow Agreement. 
  

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 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first
written above. 
  

			
	XM ESCROW LLC
		
	By	 	 /s/ Joseph J. Euteneuer

	Name:	 	Joseph J. Euteneuer
	Title:	 	Executive Vice President and Chief Financial Officer


  

 [XM Satellite Radio Inc. Indenture] 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first
written above. 
  

			
	THE BANK OF NEW YORK MELLON
		
	By	 	 /s/ Remo J. Reale

	Name:	 	Remo J. Reale
	Title:	 	Vice President


  

 [XM Satellite Radio Inc. Indenture] 








 RULE 144A/REGULATION S/IAI APPENDIX 
 PROVISIONS RELATING TO THE NOTES, 
 1. Definitions. 
 1.1. Definitions. 
 For the
purposes of this Appendix the following terms shall have the meanings indicated below: 
 “Definitive Note”
means a certificated Note bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(d). 
 “Depository” means The Depository Trust Company, its nominees and their respective successors. 
 “Distribution Compliance Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes. 
 “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act. 
 “Initial Purchasers” means (1) with respect to the Notes issued on the Issue Date, J.P. Morgan Securities Inc.,
Morgan Stanley & Co. Incorporated and UBS Securities LLC and (2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement. 
 “Notes” means the 13% Senior Notes due 2014. 
 “Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository), or any successor
Person thereto and shall initially be the Trustee. 
 “Purchase Agreement” means (1) with respect to the
Notes issued on the Issue Date, the Purchase Agreement dated July 31, 2008, among the Company and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the
Company and the Persons purchasing such Additional Notes. 
 “QIB” means a “qualified institutional
buyer” as defined in Rule 144A. 
 “Rule 144A Notes” means all Notes offered and sold to QIBs in
reliance on Rule 144A. 







 “Securities Act” means the Securities Act of 1933. 
 “Transfer Restricted Notes” means Notes that bear or are required to bear the legend relating to restrictions on transfer
relating to the Securities Act set forth in Section 2.3(d) hereto. 
 1.2. Other Definitions 
  

							
	  	 	 Term
	  	 Defined In Section:
	  	 
		 	 “Agent Members”
	  	2.1(b)	  	
		 	 “Global Notes”
	  	2.1(a)	  	
		 	 “IAI Global Note”
	  	2.1(a)	  	
		 	 “Regulation S”
	  	2.1(a)	  	
		 	 “Regulation S Global Note”
	  	2.1(a)	  	
		 	 “Rule 144A”
	  	2.1(a)	  	
		 	 “Rule 144A Global Note”
	  	2.1(a)	  	

 2. The Notes. 
 2.1. (a) Form and Dating. The Notes will be offered and sold by the Company pursuant to a Purchase Agreement. The Notes will be resold
initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(“Regulation S”). The Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. The (A) Notes initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); (B) Notes initially resold to IAIs shall be issued initially in
the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and (C) Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more
temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), and, after completion of the global note exchange described below for permanent Regulation S global notes in registered, global form
(collectively, the “Regulation S Global Note”), and in each of cases (A), (B) and (C) without interest coupons and with the global securities legend and the applicable restricted securities legends set forth in Exhibit 1 hereto,
which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, or any other
Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note or an IAI Global Note only upon certification in form
reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration
under the Securities Act and (ii) in the case of an exchange for an IAI Global Note, certification that the interest in the Regulation S Global Note is 

  

 2 








 
being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the
securities for its own account or for the account of an institutional accredited investor. 
 Beneficial interests in Regulation S Global
Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the
Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Regulation S Global Note or the IAI Global
Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and
(c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. 
 Beneficial
interests in Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the
Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the
Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional
investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for
offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. 
 Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a
Temporary Regulation S Global Note or a Regulation S Global Note (as the case may be), whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the
form provided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (as applicable). 
 The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note or and the Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. 
 (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.

  

 3 








 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and
Section 2.2, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by
the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. 
 Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository
or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its
Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 
 (c) Definitive Notes. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive
Notes. 
 2.2. Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, 13% Senior Notes due 2014
with an aggregate principal amount of $778,500,000 and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of this Indenture, in each case
upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated. 
 2.3. Transfer and Exchange. (a) Transfer and Exchange of Definitive
Notes. When Definitive Notes are presented to the Registrar with a request: 
 (i) to register the transfer of such
Definitive Notes; or 
 (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other
authorized denominations, 
 the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction
are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: 
 (1) shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and 
 (2) if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to
an effective 

  

 4 








 
registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied
by the following additional information and documents, as applicable: 
 (A) if such Definitive Notes are being
delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or 
 (B) if such Definitive Notes are being transferred to the Company, a certification to that effect; or 
 (C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon
another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably
satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d)(i). 
 (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a Regulation S
Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

 (i) certification, in the form set forth on the reverse of the Note, that such Definitive Note is either
(A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on
Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Regulation S Global Note; and 
 (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer
pursuant to clause (b)(i)(A)), IAI Global Note (in the case of a transfer pursuant to clause (b)(1)(B)) or Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(C)) to reflect an increase in the aggregate principal amount of
the Notes represented by the Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, 
 (iii) then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depository and the Notes Custodian, the 

  

 5 








 
aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as applicable, to be increased by
the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note, IAI Global Note or
Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes, IAI Global Notes or Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and
the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as applicable, in the appropriate principal
amount. 
 (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests
therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a
Global Note shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global
Note. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the
transfer the beneficial interest in the Global Note being transferred. 
 (ii) If the proposed transfer is a transfer of
a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such
interest is being transferred. 
 (iii) Notwithstanding any other provisions of this Appendix (other than the provisions
set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor Depository. 
 (iv) In the event that a Global
Note is exchanged for Definitive Notes pursuant to Section 2.4 of this Appendix, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as
may from time to time be adopted by the Company. 
  

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 (d) Legend. (i) Except as permitted by the following paragraphs (ii), (iii) and
(iv), each Note certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation S shall bear a legend in substantially the
following form: 
 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT
OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO
SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO XM SATELLITE RADIO INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF XM SATELLITE RADIO INC. SO REQUESTS), (2) TO XM SATELLITE RADIO INC. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

 Each Definitive Note shall also bear the following additional legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER 

  

 7 








 
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 (ii) Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note)
pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note),
provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Temporary Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser or a “distributor” (as defined in Rule 902(d) of Regulation S)). 
 (e) Cancellation or
Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or
retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global
Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such
reduction. 
 (f) No Obligation of the Trustee. 
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in
the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in
any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may conclusively rely and shall be fully protected in relying upon information furnished by the Depository
with respect to its members, participants and any beneficial owners. 
  

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 (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial
owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof. 
 2.4. Definitive Notes. 
 (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3
hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a
“clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or
(iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. 
 (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in
the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate
principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any
integral multiple of $1,000 in excess of $2,000 and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by
Section 2.3(e) hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto. 
 (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 (d) In the event of
the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event
that such Definitive Notes are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial owner of Notes to pursue such
remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Definitive Notes had been issued. 
  

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 EXHIBIT 1 
 to 
 RULE 144A/REGULATION S/IAI APPENDIX 
 [FORM OF FACE OF NOTE] 
 [Global Notes Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

 [Regulation S Temporary Global Note Legend] 
 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL
OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. 
 [Restricted Notes Legend]

 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED 








 
OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED
INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO XM SATELLITE RADIO INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XM SATELLITE RADIO INC. SO REQUESTS), (2) TO XM SATELLITE RADIO INC. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN (A) ABOVE. 
 [Definitive Notes Legend] 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
WITH THE FOREGOING RESTRICTIONS. 
 [Original Issue Discount Legend] 
 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE
TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. 
  

 2 








 CUSIP No. (144A) 98375NAA8; (Reg S) U98407AA4 
 ISIN No. USU98407AA46 
  

			
	No.            	  	$                    

 13% Senior Notes due 2014 
 XM Escrow LLC, a Delaware limited liability company and wholly-owned subsidiary of XM Satellite Radio Holdings Inc., a Delaware corporation, promises to
pay to                     , or registered assigns, the principal sum of
             Dollars on August 1, 2014 (which maturity may occur on August 1, 2013 in certain circumstances as provided on the reverse hereof). 
 Interest Payment Dates: February 1 and August 1. 
 Record Dates: [May 15 and November 15]* [the last Business Day prior to the applicable interest payment date]**. 
 Additional provisions of this Note are set forth on the other side of this Note. 
 Dated: July 31, 2008 
  

			
	XM ESCROW LLC
		
	By	 	  

	Name:	 	
	Title:	 	


  

			
	 TRUSTEE’S CERTIFICATE OF
 AUTHENTICATION


	
	THE BANK OF NEW YORK MELLON
	
	 as Trustee, certifies that this is one of the
 Notes referred to in the Indenture

	
	Dated:
		
	By	 	  

		 	        Authorized Signatory

  
  

	*	Include for Definitive Notes. 


	**	Include for Global Notes. 

  

 3 








 [FORM OF REVERSE SIDE OF NOTE] 
 13% Senior Note due 2014 
  

	1.	Interest 

 XM Escrow LLC, a Delaware limited
liability company and wholly-owned subsidiary of XM Satellite Radio Holdings Inc., a Delaware corporation (such limited liability company and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest semiannually on February 1 and August 1 of each year, commencing February 1,
2009. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from July 31, 2008. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The
Company will pay interest on overdue principal at the rate borne by this Note plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Maturity 

 So long as the Company is subject to the
indebtedness incurrence covenants under any of (i) the Existing Sale and Leaseback Transaction, (ii) the indenture governing the Company’s 9.75% Notes due 2014 or (iii) the indenture governing the Company’s Senior Floating
Rate Notes due 2013, the Notes will mature on August 1, 2014. If at any time prior to August 1, 2013, the Company ceases to be subject to the debt incurrence covenants under each of (A) the Existing Sale and Leaseback Transaction,
(B) the indenture governing the Company’s 9.75% Senior Notes due 2014 and (C) the indenture governing the Company’s Senior Floating Rate Notes due 2013, the Notes will mature on August 1, 2013. 
  

	3.	Method of Payment 

 The Company will pay interest on
the Notes (except defaulted interest) to the Persons who are registered holders of Notes at the close of business on the January 15 or July 15 next preceding the interest payment date even if Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust
Company. The Company will make all payments in respect of a certificated Note (including principal, premium and interest) at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a
check to the registered address of each Holder thereof; provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion). 
  

 4 









	4.	Paying Agent and Registrar 

 Initially, The Bank of
New York Mellon, a New York banking corporation (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
  

	5.	Indenture 

 The Company issued the Notes under an
Indenture dated as of July 31, 2008 (“Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture for a statement of those terms. 
 The Notes are general unsecured senior obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Notes pursuant to
Section 2.13 of the Indenture. The Notes issued on the Issue Date and any Additional Notes will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its
subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets;
transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; change its business; and engage in
sale/leaseback transactions. These covenants are subject to important exceptions and qualifications. 
  

	6.	Optional Redemption 

 The Company, at its option,
may redeem all, or from time to time, any part of the Notes on not less than 30 days nor more than 60 days notice as provided in the Indenture (except that, notwithstanding the provisions of Section 3.03 of the Indenture, any notice of
redemption for the Notes given pursuant to said Section need not set forth the Redemption Price but only the manner of calculation thereof) at a Redemption Price equal to the greater of the following amounts: 
 (i) 100% of the principal amount of the Notes then outstanding to be so redeemed; and 
 (ii) the sum of the present values of the principal amount and the remaining scheduled payments of interest on the Notes to be redeemed (not including any
portion of payments of interest accrued as of the applicable redemption date), discounted to the applicable redemption date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus
0.50%, 
 plus, in either of the above cases, accrued and unpaid interest on the principal amount being redeemed to the applicable redemption date.

  

 5 








 The Redemption Price for the Notes will be calculated by the Independent Investment Banker assuming a
360-day year consisting of twelve 30-day months. 
 For purposes of calculating the Redemption Price pursuant to the foregoing optional
redemption provisions, the following terms will have the meanings set forth below. 
 “Comparable Treasury Issue” means the
U.S. Treasury security or securities selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary market
practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury Price” means, with respect to any redemption date: 
 (i) the bid-side price for the Comparable
Treasury Issue as of the third Business Day preceding the redemption date, as set forth in the daily statistical release (or any successor release) published by The Wall Street Journal in the table entitled “Treasury Bonds, Notes, and
Bills,” as determined by the Independent Investment Banker, or 
 (ii) if such release (or any successor release) is not published or
does not contain such prices on such Business Day: 
 (x) the average of the Reference Treasury Dealer Quotations for that redemption date,
after excluding the highest and lowest of the Reference Treasury Dealer Quotations; 
 (y) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received; or 
 (z) if only one Reference Treasury
Dealer Quotation is received, such quotation. 
 “Independent Investment Banker” means one of the Reference Treasury Dealers
selected by the Trustee after consultation with the Company. 
 “Reference Treasury Dealer” means each of four primary U.S.
Government securities dealers in New York City (each a “Primary Treasury Dealer”), consisting of (i) J.P. Morgan Securities Inc. (or its affiliate), (ii) Morgan Stanley & Co. Incorporated (or its affiliate),
(iii) UBS Securities LLC (or its affiliate) and (iv) one other nationally recognized investment banking firm (or its affiliate) that is selected by the Company in connection with the particular redemption, and their respective successors,
provided that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute another nationally recognized investment banking firm (or its affiliate) that is a Primary Treasury Dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding that redemption date. 
  

 6 








 “Treasury Rate” means, with respect to any redemption date, the rate per year equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding the applicable redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date. 
 Unless the Company defaults in the payment of the
Redemption Price, on or after the applicable redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption. 
 If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the person in whose name the Note is
registered at the close of business, on such record date. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at his registered address. Notes in denominations larger than $2,000 principal amount may be redeemed in part but
only in whole multiples of $1,000 in excess of $2,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. 
  

	8.	Special Redemption 

 In the event that (i) the
Refinancing Transactions are not consummated on or prior to October 30, 2008, (ii) if, at any time, the Company determines, in its sole judgment, that the Refinancing Transactions will not be consummated by October 29, 2008 or
(iii) upon the occurrence of an event that, with notice or lapse of time or both, would constitute a Default, in the due performance or observance of any term, covenant or condition contained in the Indenture, the Company shall redeem (the
“Special Redemption”) all of the outstanding Notes on the Special Redemption Date at the Special Redemption Price. Notwithstanding anything contained in paragraph 6 to the contrary, at the Company’s direction, the Trustee shall
deliver to each Holder a written notice prepared by the Company (specifying the information specified in Section 3.03 of the Indenture) of the Special Redemption one Business Day prior to the Special Redemption Date. 
  

	9.	Put Provisions 

 Upon a Change of Control, any
Holder of Notes will have the right to cause the Company to repurchase all or any part of the Notes of such Holder at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid, if any, 

  

 7 








 
interest to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest
payment date) as provided in, and subject to the terms of, the Indenture. 
  

	10.	Denominations; Transfer; Exchange 

 The Notes are in
registered form without coupons in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess of $2,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date. 
  

	11.	Persons Deemed Owners 

 The registered Holder of
this Note may be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment. 
  

	13.	Discharge and Defeasance 

 Subject to certain
conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and
interest on the Notes to redemption or maturity, as the case may be. 
  

	14.	Amendment; Waiver 

 Subject to certain exceptions
set forth in the Indenture, (a) the Indenture and the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes) and (b) any past default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes (including consents obtained in
connection with a tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company, and the Trustee shall be entitled to amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of 

  

 8 








 
certificated Notes, or to add guarantees with respect to the Notes, or to secure the Notes or to add additional covenants or surrender rights and powers
conferred on the Company, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Noteholder, or to make amendments to provisions
of the Indenture relating to the transfer and legending of the Notes. 
  

	15.	Defaults and Remedies 

 Under the Indenture, Events
of Default include (a) default for 30 days in payment of interest on the Notes; (b) default in payment of principal on the Notes at maturity, upon redemption pursuant to paragraph 5 of the Notes, upon acceleration or otherwise, or failure
by the Company to redeem or purchase Notes when required; (c) failure by the Company to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (d) certain accelerations (including
failure to pay within any grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $25 million; (e) certain events of bankruptcy or insolvency with respect to the Company and the
Significant Subsidiaries; and (f) certain judgments or decrees for the payment of money in excess of $25 million. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may
declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. 
 Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 
  

	16.	Trustee Dealings with the Company 

 Subject to
certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	17.	No Recourse Against Others 

 A director, officer,
employee, incorporator or stockholder, as such, of the Company or any of its Restricted Subsidiaries or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. 
  

 9 









	18.	Authentication 

 This Note shall not be valid until
an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note. 
  

	19.	Abbreviations 

 Customary abbreviations may be used
in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act). 
  

	20.	CUSIP Numbers 

 Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

	21.	Governing Law 

 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Company will furnish to any Noteholder upon written request and without charge
to the Note holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: 
 XM Escrow LLC,
c/o 
 XM Satellite Radio Inc. 
 1500 Eckington Place, NE 
 Washington, DC 20002-2194 
 Attn: General Counsel 
  
  
 ASSIGNMENT FORM 
  

	
	 To assign this Note, fill in the form below:
  
 I or we assign and transfer this Note to:
  
 (Print or type assignee’s name, address and zip code)
  
  
 (Print or type assignee’s name, address and zip
code)


  

 10 








 (Insert assignee’s soc. sec. or tax I.D. No.) 
 and irrevocably appoint                      agent to
transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  
  

							
		 		  	Your	 	
	Date:	 	  
	  	Signature:	 	  


  
  
 Sign exactly as your name appears on the other side of this Note. 
 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 (Asset Sale) or 4.10 (Change of Control) of the Indenture, check the box: 
 Asset Sale   ̈             Change of Control   ̈ 
 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, state the amount in principal amount:
$                                         
    
  

									
		 		 		  	Your	 	
	Date:	 	  
	 		  	Signature:	 	  

		 		 		  		 	             (Sign exactly as your name appears
             on the other side of this Note.)


  

			
	Signature Guarantee:	 	  

		 	(Signature must be guaranteed)

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Note Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Notes Exchange Act of 1934, as amended. 
  

 11 








 EXHIBIT 2 to Rule 144A/REGULATION S/IAI APPENDIX 
 Form of 
 Transferee Letter of Representation 
 XM Escrow LLC, c/o 
 XM Satellite Radio Inc. 
 1500 Eckington Place, NE 
 Washington, DC 20002-2194 
 In care of 
 The Bank of New York Mellon 
 101 Barclay Street, Floor 8 West 
 New York, NY 10286 
 Ladies and Gentlemen: 
 This certificate is delivered to
request a transfer of $[    ] principal amount of the 13% Senior Notes due 2014 (the “Notes”) of XM Escrow LLC (the “Company”). 
 Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 
  

			
	Name:	 	  

	Address:	 	  

	Taxpayer ID Number:	 	  


 The undersigned represents and warrants to you that: 
 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to,
or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes,
and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 
 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue
and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Company, (ii) in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), 








 
(2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an
institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of
law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or
other information satisfactory to the Company and the Trustee. 
  

					
	 TRANSFEREE
	 	  

	By:	 	  



  

 2 








 EXHIBIT 2 
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as
of                    , 200    , among
                                (the “Guarantor”), [a
subsidiary of] [the parent company of] XM Satellite Radio Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of
New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). 
 WITNESSETH 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 31, 2008
providing for the issuance of 13% Senior Notes due 2014 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain
circumstances the Guarantor will execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantor will unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition will have the meanings assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in this
Note Guarantee and in the Indenture including but not limited to Article 10 thereof [Add the following if the Material Subsidiary is the FCC License Subsidiary: ; provided, however, that the Guarantor is providing such Guarantee only
to the extent permitted under applicable law, rules or regulations, including rules and regulations of the Federal Communications Commission]. 
 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor under the
Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. 







 5. GOVERNING LAW. This Indenture and the Notes shall be governed by, and construed in accordance with,
the laws of the State of New York. 
 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed
copy will be an original, but all of them together represent the same agreement. 
 7. EFFECT OF HEADINGS. The Section headings herein are
for convenience only and will not affect the construction hereof. 
 8. THE TRUSTEE. The Trustee will not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantor and the Company. 
 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first above written. 
 Dated:                    ,
20     
  

			
	[GUARANTOR]
		
	By:	 	
	Name:	 	
	Title:	 	
	
	[COMPANY]
		
	By:	 	
	Name:	 	
	Title:	 	
	
	[EXISTING GUARANTORS]
		
	By:	 	
	Name:	 	
	Title:	 	
	
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By:	 	
	Name:	 	
	Title:	 	









 Exhibit 3 
 XM SATELLITE RADIO INC., 
 XM ESCROW LLC 
 AND 
 THE BANK OF NEW YORK MELLON, 
 as Trustee, 
 SUPPLEMENTAL INDENTURE

 Dated as of [            ], 2008 
 to 
 INDENTURE 
 Dated as of July 31, 2008 
 13% SENIOR
NOTES DUE 2014 







 SUPPLEMENTAL INDENTURE, dated as of
                    , 2008, among XM SATELLITE RADIO INC., a Delaware corporation (“Successor”), XM ESCROW LLC, a Delaware limited
liability company (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”). 
 WHEREAS, the Company and the Trustee have heretofore executed and delivered a certain Indenture, dated as of July 31, 2008 (referred to herein as, the “Indenture”; capitalized terms not otherwise defined herein shall have the
meanings set forth in the Indenture), providing for the issuance from time to time of the Notes; 
 WHEREAS, the Company and Successor have
entered into an Agreement and Plan of Merger, dated as of                     , 2008 (the “Merger Agreement”), which contemplates
the execution and filing of a Certificate of Merger on                     , 2008 (the “Certificate of Merger”) providing for the
merger (effective                     , 2008) of the Company with and into Successor (the “Merger”), with Successor continuing its
corporate existence under Delaware law; 
 WHEREAS, Section 5.01 of the Indenture provides, among other things, that the Company shall
not be prevented from merging with or into any other Person, provided that, among other things, such Person into which the Company shall have merged shall expressly assume, by an indenture supplemental thereto, executed and delivered to the
Trustee, in a form satisfactory to the Trustee, upon any such merger, all of the obligations of the Company under the Notes and the Indenture; 
 WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Company, the Guarantors and the Trustee may from time to time and at any time amend the Indenture, the Notes and the Guarantees, without notice to or consent
of any Noteholder, for one or more of the following purposes: (i) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of
the Company pursuant to Article 5 of the Indenture; and (ii) to make provisions in regard to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Noteholders;

 WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the board of managers of the
Company and the board of directors of Successor and have been duly authorized by all necessary action on the part of the Trustee; and 
 WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and
delivery hereof have been in all respects duly authorized; 
  

 2 








 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Noteholders as follows: 
 ARTICLE I 
 REPRESENTATIONS OF ESCROW LLC AND SUCCESSOR 
 Each of the Company and Successor represents and warrants to
the Trustee as of the date hereof follows: 
 1.1. It is a corporation or, in the case of the Company, a limited liability company, duly
organized, validly existing and in good standing under the laws of the State of Delaware. 
 1.2. The execution, delivery and performance by
it of this Supplemental Indenture have been authorized and approved by all necessary corporate or, in the case of the Company, limited liability company action on the part of it. 
 1.3. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in
the Certificate of Merger (the “Effective Time”), the Merger will be effective in accordance with the terms of the Merger Agreement and Delaware law. 
 1.4. Immediately after giving effect to the Merger, no Default or Event of Default shall have occurred and be continuing. 
 ARTICLE II 
 ASSUMPTION AND AGREEMENTS 
 2.1. Successor hereby expressly assumes all of the obligations of the Company under the Notes and the Indenture. 
 2.2. The Notes may bear a notation concerning the assumption of the Indenture and the Notes by Successor. 
 2.3. Successor shall succeed to and be substituted for the Company, with the same effect as if it had been named as the Company in the Indenture.

 ARTICLE III 
 AMENDMENTS

 3.1. The reference in the preamble to the Indenture to “XM ESCROW LLC, a Delaware limited liability company” is hereby amended
to read “XM SATELLITE RADIO INC., a Delaware corporation” and each other reference in the Indenture to “XM Escrow LLC” or “Escrow LLC” shall be amended and deemed to be a reference to “XM Satellite Radio
Inc.”. 
  

 3 








 3.2. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and
all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. 
 ARTICLE IV 
 MISCELLANEOUS 
 4.1. The Trustee accepts the modification of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company and Successor. The Trustee does not make any representation nor shall the Trustee have any
responsibility as to the validity and sufficiency of this Supplemental Indenture. 
 4.2. If and to the extent that any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision included in this Supplemental Indenture or in the Indenture, in either case that is required to be included in this Supplemental Indenture or in the Indenture by any of the
provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. 
 4.3. Nothing in
this Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Supplemental Indenture. 
 4.4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 
 4.5. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which counterparts together shall constitute but one and the same
instrument. 
 4.6. This Supplemental Indenture shall become effective as of the Effective Time. 
  

 4 








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

			
	XM ESCROW LLC
		
	By	 	  

	Name:	 	
	Title:	 	










			
	XM SATELLITE RADIO INC.
		
	By	 	  

	Name:	 	
	Title:	 	










			
	 THE BANK OF NEW YORK MELLON, as
 Trustee

		
	By	 	  

	Name:	 	
	Title: