exv4w2








Exhibit 4.2




          SUPPLEMENTAL INDENTURE, dated as of January 12, 2011, among XM SATELITE RADIO INC., a
Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (the
“Successor”), SIRIUS ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company and
direct wholly-owned subsidiary of the Successor (“Asset Management”), SATELLITE CD RADIO,
INC., a Delaware corporation and direct wholly-owned subsidiary of the Successor (“CD
Radio” and, together with Asset Management, the “Additional Guarantors”), the other Guarantors
and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms that are
not defined herein shall have the meanings assigned to them in the Indenture (defined below).




          WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as
amended and supplemented from time to time, the “Indenture”), dated as of July 31, 2008, in
connection with the issuance of 13% Senior Notes due 2013 (the “Notes”);




          WHEREAS, the Company intends to execute and file a Certificate of Ownership and Merger (the
“Certificate of Merger”) with the Secretary of State of the State of Delaware on January
12, 2011 to merge the Company with and into the Successor (the “Merger”), with the
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 reasonably
satisfactory to the Trustee, all of the obligations of the Company under the Notes and the
Indenture;




          WHEREAS, Section 10.06 of the Indenture provides that certain Persons shall execute and
deliver to the Trustee a supplemental indenture pursuant to which such Person shall become a
Guarantor and unconditionally guarantee the Company’s Obligations under the Notes and the Indenture
on the terms and conditions set forth herein (the “Note Guarantee”);




          WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Company and the
Trustee may from time to time and at any time amend the Indenture without the consent of any Holder
to (i) comply with Article 5 of the Indenture and (ii) to make any change that does not adversely
affect the rights of any Noteholder;




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




          WHEREAS, pursuant to Section 9.05 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.








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          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:



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




ARTICLE I

REPRESENTATIONS OF THE COMPANY AND SUCCESSOR




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




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




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




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




          2.4 Each Additional Guarantor hereby agrees to provide an unconditional Guarantee on the terms
and subject to the conditions set forth in the Note Guarantee and in the Indenture including but
not limited to Article 10 thereof.




          2.5 No past, present or future director, officer, employee, incorporator, stockholder or agent
of each Guarantor or Additional Guarantor, as such, will have any liability for any obligations of
the Company or any Guarantor or any Additional 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.







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ARTICLE III

AMENDMENTS




          3.1. The reference in the preamble to the Indenture to “XM SATELLITE RADIO INC., a Delaware
corporation (the “Company”), which is a wholly-owned subsidiary of XM SATELLITE RADIO HOLDINGS
INC., a Delaware corporation (alternatively, “Holdings” and the “Parent Guarantor”)” is hereby
amended to read “SIRIUS XM RADIO INC., a Delaware corporation (the “Company”)” and each other
reference in the Indenture to “XM Satellite Radio Inc.” or “XM Satellite Radio Holdings Inc.” shall
be amended and deemed to be a reference to “Sirius XM Radio Inc.” and each reference to “Holdings”
or “the Parent Guarantor” shall be amended and deemed to be a reference to “the Company”.




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




ARTICLE IV

MISCELLANEOUS




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




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




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




          4.6 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.




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




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




	 	 	 	 	 
	 	XM SATELLITE RADIO INC.

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

 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Executive Vice President and Chief
 Financial
Officer 	 
	 
	 	SIRIUS ASSET MANAGEMENT COMPANY LLC

 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	SATELLITE CD RADIO, INC.

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




 









 





	 	 	 	 	 
	 	XM 1500 ECKINGTON LLC

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

 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	XM EQUIPMENT LEASING LLC

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

 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	XM EMALL INC.

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




 









 





	 	 	 	 	 
	 	XM CAPITAL RESOURCES INC.

 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	XM INNOVATIONS INC.

 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	EFFANEL MUSIC, INC.

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




 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as
 Trustee

 	 
	 	By:  	/s/ Sherma Thomas
 	 
	 	 	Sherma Thomas 	 
	 	 	Senior Associate