<Page>

                                                                     EXHIBIT 4.1

                                                               EXECUTION VERSION

================================================================================


                          ----------------------------

                             XM Satellite Radio Inc.

                        12% SENIOR SECURED NOTES DUE 2010

                          ----------------------------

                                    INDENTURE

                            Dated as of June 17, 2003

                          ----------------------------


                          ----------------------------


                              The Bank of New York

                                     Trustee


                          ----------------------------


================================================================================

<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
          TRUST INDENTURE
          ACT SECTION                                                                     INDENTURE SECTION
          <S>                                                                            <C>
          310(a)(1).................................................................             7.10
             (a)(2).................................................................             7.10
             (a)(3).................................................................             N.A.
             (a)(4).................................................................             N.A.
             (a)(5).................................................................             7.10
             (b)....................................................................             7.10
             (c)....................................................................             N.A.
          311(a)....................................................................             7.11
             (b)....................................................................             7.11
             (c)....................................................................             N.A.
          312(a)....................................................................             2.05
             (b)....................................................................            13.03
             (c)....................................................................            13.03
          313(a)....................................................................             7.06
             (b)(1).................................................................            10.03
             (b)(2).................................................................             7.07
             (c)....................................................................          7.06;13.02
             (d)....................................................................             7.06
          314(a)....................................................................          4.03;13.02
             (b)....................................................................            10.02
             (c)(1).................................................................            13.04
             (c)(2).................................................................            13.04
             (c)(3).................................................................             N.A.
             (d)....................................................................     10.03, 10.04, 10.05
             (e)....................................................................            13.05
             (f)....................................................................             N.A.
          315(a)....................................................................             7.01
             (b)....................................................................          7.05,13.02
             (c)....................................................................             7.01
             (d)....................................................................             7.01
             (e)....................................................................             6.11
          316(a) (last sentence)....................................................             2.09
             (a)(1)(A)..............................................................             6.05
             (a)(1)(B)..............................................................             6.04
             (a)(2).................................................................             N.A.
             (b)....................................................................             6.07
             (c)....................................................................             2.12
          317(a)(1).................................................................             6.08
             (a)(2).................................................................             6.09
             (b)....................................................................             2.04
          318(a)....................................................................            13.01
             (b)....................................................................             N.A.
             (c)....................................................................            13.01
</Table>

N.A. means not applicable.
* This Cross Reference Table is not part of this Indenture.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                             PAGE
   <S>                                                                                                         <C>
                                                    ARTICLE 1.
                                          DEFINITIONS AND INCORPORATION
                                                   BY REFERENCE

   Section 1.01.  Definitions...................................................................................1
   Section 1.02.  Other Definitions............................................................................21
   Section 1.03.  Incorporation by Reference of Trust Indenture Act............................................22
   Section 1.04.  Rules of Construction........................................................................22

                                                    ARTICLE 2.
                                                    THE NOTES

   Section 2.01.  Form and Dating..............................................................................23
   Section 2.02.  Execution and Authentication.................................................................23
   Section 2.03.  Registrar and Paying Agent...................................................................24
   Section 2.04.  Paying Agent to Hold Money in Trust..........................................................24
   Section 2.05.  Holder Lists.................................................................................24
   Section 2.06.  Transfer and Exchange........................................................................24
   Section 2.07.  Replacement Notes............................................................................35
   Section 2.08.  Outstanding Notes............................................................................35
   Section 2.09.  Treasury Notes...............................................................................36
   Section 2.10.  Temporary Notes..............................................................................36
   Section 2.11.  Cancellation.................................................................................36
   Section 2.12.  Defaulted Interest...........................................................................36
   Section 2.13.  CUSIP Numbers................................................................................36

                                                    ARTICLE 3.
                                            REDEMPTION AND PREPAYMENT

   Section 3.01.  Notices to Trustee...........................................................................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.......................................................................39
   Section 3.07.  Optional Redemption..........................................................................39
   Section 3.08.  Mandatory Redemption.........................................................................39
   Section 3.09.  Offer to Purchase by Application of Excess Proceeds..........................................39

                                                    ARTICLE 4.
                                                    COVENANTS

   Section 4.01.  Payment of Notes.............................................................................41
   Section 4.02.  Maintenance of Office or Agency..............................................................41
   Section 4.03.  Reports......................................................................................42
   Section 4.04.  Compliance Certificate.......................................................................42
   Section 4.05.  Taxes........................................................................................43
   Section 4.06.  Stay, Extension and Usury Laws...............................................................43
   Section 4.07.  Restricted Payments..........................................................................43
   Section 4.08.  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries....................46
</Table>

                                        i
<Page>

<Table>
   <S>                                                                                                         <C>
   Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock...................................47
   Section 4.10.  Asset Sales..................................................................................49
   Section 4.11.  Transactions with Affiliates.................................................................51
   Section 4.12.  Liens........................................................................................52
   Section 4.13.  Corporate Existence..........................................................................52
   Section 4.14.  Offer to Repurchase Upon Change of Control...................................................52
   Section 4.15.  Sale and Leaseback Transactions..............................................................53
   Section 4.16.  Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries.............53
   Section 4.17.  Payments for Consent.........................................................................54
   Section 4.18.  Insurance....................................................................................54

                                                    ARTICLE 5.
                                                    SUCCESSORS

   Section 5.01.  Merger, Consolidation, or Sale of Assets.....................................................55
   Section 5.02.  Successor Corporation Substituted............................................................55

                                                    ARTICLE 6.
                                              DEFAULTS AND REMEDIES

   Section 6.01.  Events of Default and Remedies...............................................................56
   Section 6.02.  Acceleration.................................................................................57
   Section 6.03.  Other Remedies...............................................................................58
   Section 6.04.  Waiver of Past Defaults......................................................................58
   Section 6.05.  Control by Majority..........................................................................59
   Section 6.06.  Limitation on Suits..........................................................................59
   Section 6.07.  Rights of Holders of Notes to Receive Payment................................................59
   Section 6.08.  Collection Suit by Trustee...................................................................59
   Section 6.09.  Trustee May File Proofs of Claim.............................................................60
   Section 6.10.  Priorities...................................................................................60
   Section 6.11.  Undertaking for Costs........................................................................60

                                                   ARTICLE 7.
                                                     TRUSTEE

   Section 7.01.  Duties of Trustee............................................................................61
   Section 7.02.  Rights of Trustee............................................................................62
   Section 7.03.  Individual Rights of Trustee.................................................................63
   Section 7.04.  Trustee's Disclaimer.........................................................................63
   Section 7.05.  Notice of Defaults...........................................................................63
   Section 7.06.  Reports by Trustee to Holders of the Notes...................................................63
   Section 7.07.  Compensation and Indemnity...................................................................63
   Section 7.08.  Replacement of Trustee.......................................................................64
   Section 7.09.  Successor Trustee by Merger, etc.............................................................65
   Section 7.10.  Eligibility; Disqualification................................................................65
   Section 7.11.  Preferential Collection of Claims Against Company............................................65

                                                    ARTICLE 8.
                                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.....................................65
   Section 8.02.  Legal Defeasance and Discharge...............................................................66
   Section 8.03.  Covenant Defeasance..........................................................................66
   Section 8.04.  Conditions to Legal or Covenant Defeasance...................................................66
</Table>

                                       ii
<Page>

<Table>
   <S>                                                                                                         <C>
   Section 8.05.  Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                  Provisions...................................................................................68
   Section 8.06.  Repayment to Company.........................................................................68
   Section 8.07.  Reinstatement................................................................................69

                                                    ARTICLE 9.
                                         AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01.  Without Consent of Holders of Notes..........................................................69
   Section 9.02.  With Consent of Holders of Notes.............................................................70
   Section 9.03.  Compliance with Trust Indenture Act..........................................................71
   Section 9.04.  Revocation and Effect of Consents............................................................71
   Section 9.05.  Notation on or Exchange of Notes.............................................................72
   Section 9.06.  Trustee to Sign Amendments, etc..............................................................72

                                                   ARTICLE 10.
                                               SECURITY AGREEMENTS

   Section 10.01. Security Agreements .........................................................................72
   Section 10.02. Recording and Opinions.......................................................................73
   Section 10.03. Release of Collateral........................................................................73
   Section 10.04. Certificates of the Company..................................................................74
   Section 10.05. Certificates of the Trustee..................................................................74
   Section 10.06. Authorization of Actions to Be Taken by the Trustee Under the Security Agreement.............74
   Section 10.07. Authorization of Receipt of Funds by the Trustee Under the Pledge Agreement..................75
   Section 10.08. Termination of Security Interest.............................................................75

                                                   ARTICLE 11.
                                               INDENTURE GUARANTEES

   Section 11.01. Indenture Guarantees ........................................................................75
   Section 11.02. Execution and Delivery of Indenture Guarantees...............................................76
   Section 11.03. Subsidiary Guarantors may Consolidate, Etc. on Certain Terms.................................77
   Section 11.04. Releases Following Sale of Assets............................................................78
   Section 11.05. Addition of Subsidiary Guarantors............................................................78
   Section 11.06. Limitation of Parent Guarantor's and Subsidiary Guarantor's Liability........................78
   Section 11.07. Application of Certain Terms and Provisions to the Parent Guarantor and the Subsidiary
                  Guarantors...................................................................................79

                                                   ARTICLE 12.
                                            SATISFACTION AND DISCHARGE

   Section 12.01. Satisfaction and Discharge...................................................................79
   Section 12.02. Application of Trust Money...................................................................80

                                                   ARTICLE 13.
                                                  MISCELLANEOUS

   Section 13.01. Trust Indenture Act Controls.................................................................80
   Section 13.02. Notices......................................................................................81
   Section 13.03. Communication by Holders of Notes with Other Holders of Notes................................82
   Section 13.04. Certificate and Opinion as to Conditions Precedent...........................................82
   Section 13.05. Statements Required in Certificate or Opinion................................................82
</Table>

                                       iii
<Page>

<Table>
   <S>                                                                                                         <C>
   Section 13.06. Rules by Trustee and Agents..................................................................83
   Section 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders.....................83
   Section 13.08. Governing Law................................................................................83
   Section 13.09. No Adverse Interpretation of Other Agreements................................................83
   Section 13.10. Successors...................................................................................83
   Section 13.11. Severability.................................................................................84
   Section 13.12. Counterpart Originals........................................................................84
   Section 13.13. Table of Contents, Headings, etc.............................................................84
</Table>

                                    EXHIBITS

Exhibit A       FORM OF NOTE
Exhibit B       FORM OF CERTIFICATE OF TRANSFER
Exhibit C       FORM OF CERTIFICATE OF EXCHANGE
Exhibit D       FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                INVESTOR
Exhibit E       FORM OF GENERAL SECURITY AGREEMENT
Exhibit F       FORM OF FCC LICENSE SUBSIDIARY PLEDGE AGREEMENT
Exhibit G       FORM OF INDENTURE GUARANTEE

                                       iv
<Page>

        INDENTURE dated as of June 17, 2003 between XM Satellite Radio Inc., a
Delaware corporation (the "COMPANY"), the Parent Guarantor (as defined herein),
each of the Subsidiary Guarantors (as defined herein) made a party hereto
pursuant to Section 11.05 hereof and The Bank of New York, as trustee (the
"TRUSTEE").

        The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Company's 12%
Senior Secured Notes due 2010 (the "NOTES"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.   DEFINITIONS.

        "144A GLOBAL NOTE" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

        "ACQUIRED DEBT" means, with respect to any specified Person (x)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person or (y)
Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person, provided that, in each case, such Indebtedness or Lien, as applicable,
is not incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person.

        "ADDITIONAL NOTES" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as
part of the same series as the Initial Notes.

        "ADJUSTED CONSOLIDATED OPERATING CASH FLOW" means Consolidated Operating
Cash Flow for the latest four fiscal quarters for which consolidated financial
statements of the Company are available, taken as a whole. For purposes of
calculating Consolidated Operating Cash Flow for any four fiscal quarter period
for purposes of this definition, (1) all Restricted Subsidiaries of the Company
on the date of the transaction giving rise to the need to calculate Adjusted
Consolidated Operating Cash Flow (the "Transaction Date") shall be deemed to
have been Restricted Subsidiaries at all times during such four fiscal quarter
period and (2) any Unrestricted Subsidiary on the Transaction Date shall be
deemed to have been an Unrestricted Subsidiary at all times during such four
fiscal quarter period.

        In addition, for purposes of calculating Adjusted Consolidated Operating
Cash Flow:

        (1)     acquisitions that have been made by the specified Person or any
of its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the calculation
date shall be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Adjusted Consolidated Operating Cash Flow
for such reference period shall be calculated on a pro forma basis but without
giving effect to clause (3) of the proviso set forth in the definition of
Consolidated Net Income; and

        (2)     the Consolidated Operating Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the calculation date, shall be excluded.

                                        1
<Page>

        "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; PROVIDED that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

        "AGENT" means any Registrar, Paying Agent or co-registrar.

        "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

        "ASSET SALE" means:

        (1)     the sale, lease, conveyance or other disposition of any assets;
PROVIDED that the sale, conveyance or other disposition of all or substantially
all of the assets of the Company and its Restricted Subsidiaries taken as a
whole will be governed by the provisions of Sections 4.14 and 5.01 of this
Indenture and not by the provisions of Section 4.10 hereof; and

        (2)     the issuance of Equity Interests in any of the Company's
Restricted Subsidiaries or the sale of Equity Interests in any of its
Subsidiaries.

        Notwithstanding the preceding, the following items shall not be deemed
to be Asset Sales:

        (1)     any single transaction or series of related transactions that
involves assets having a fair market value or that involve net proceeds of less
than $1.0 million;

        (2)     a transfer of assets between or among the Company and its Wholly
Owned Restricted Subsidiaries (other than XM Leasing);

        (3)     an issuance of Equity Interests by a Wholly Owned Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary;

        (4)     the sale or lease of equipment, inventory, accounts receivable
or other assets in the ordinary course of business;

        (5)     the sale or other disposition of cash or Cash Equivalents;

        (6)     a Restricted Payment or Permitted Investment that is permitted
by Section 4.07 hereof;

        (7)     any issuance or sale of Equity Interests of an Unrestricted
Subsidiary; and

        (8)     any Qualified Sale and Leaseback Transaction.

        "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value

                                        2
<Page>

shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

        "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

        "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

        "BOARD OF DIRECTORS" means:

        (1)     with respect to a corporation, the board of directors of the
corporation;

        (2)     with respect to a partnership, the Board of Directors of the
general partner of the partnership; and

        (3)     with respect to any other Person, the board or committee of such
Person serving a similar function.

        "BOARD RESOLUTION" means a resolution duly adopted by the Board of
Directors or a committee of the Board of Directors in the case of Holdings,
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted and to be in full force and effect on the date of such
certification.

        "BROKER-DEALER" has the meaning set forth in the Registration Rights
Agreement.

        "BUSINESS DAY" means any day other than a Legal Holiday.

        "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

        "CAPITAL STOCK" means:

        (1)     in the case of a corporation, corporate stock;

        (2)     in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

        (3)     in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

        (4)     any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

        "CASH EQUIVALENTS" means:

                                        3
<Page>

        (1)     United States dollars;

        (2)     securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof (PROVIDED
that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than six months from the date of
acquisition;

        (3)     certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $500.0 million;

        (4)     repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications specified
in clause (3) above;

        (5)     commercial paper having one of the two highest ratings
obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating
Services and in each case maturing within six months after the date of
acquisition; and

        (6)     money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (1) through (5) of
this definition.

        "CLEARSTREAM" means Citibank, N.A., as operator of Clearstream.

        "CHANGE OF CONTROL" means the occurrence of any of the following:

        (1)     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 to any "person"
(as that term is used in Section 13(d)(3) of the Exchange Act) other than a
Principal or a Related Party of a Principal;

        (2)     the adoption of a plan relating to the liquidation or
dissolution of the Company;

        (3)     the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act), other
than the Principals and their Related Parties, becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of Holdings or the
Company, measured by voting power rather than number of shares;

        (4)     the first day on which a majority of the members of the Board of
Directors of the Company or Holdings are not Continuing Directors; or

        (5)     the first day on which the Company ceases to be a Wholly Owned
Restricted Subsidiary of Holdings.

        Notwithstanding the foregoing, neither the January 2003 Financing
Transactions nor a Parent Company Merger shall constitute a Change of Control.

                                        4
<Page>

        "COLLATERAL" means (1) the Collateral (as defined in the General
Security Agreement), and (2) the Collateral (as defined in the FCC License
Subsidiary Pledge Agreement).

        "COLLATERAL AGENT" means the Collateral Agent under the applicable
Intercreditor Agreement.

        "COMPANY" means XM Satellite Radio Inc. and any and all successors
thereto.

        "CONSOLIDATED NET INCOME" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

        (1)     the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Wholly Owned Restricted
Subsidiary thereof;

        (2)     the Net Income of any Restricted Subsidiary shall be excluded to
the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders;

        (3)     the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded; and

        (4)     the cumulative effect of a change in accounting principles shall
be excluded.

        "CONSOLIDATED NET WORTH" means, with respect to any specified Person as
of any date, the sum of:

        (1)     the consolidated equity of the common stockholders of such
Person and its consolidated Restricted Subsidiaries as of such date; plus

        (2)     the respective amounts reported on such Person's balance sheet
as of such date with respect to any series of preferred stock (other than
Disqualified Stock) that by its terms is not entitled to the payment of
dividends unless such dividends may be declared and paid only out of net
earnings in respect of the year of such declaration and payment, but only to the
extent of any cash received by such Person upon issuance of such preferred
stock.

        "CONSOLIDATED OPERATING CASH FLOW" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period PLUS:

        (1)     an amount equal to any extraordinary loss plus any net loss
realized by such Person or any of its Restricted Subsidiaries in connection with
an Asset Sale, to the extent such losses were deducted in computing such
Consolidated Net Income; PLUS

        (2)     provision for taxes based on income or profits of such Person
and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income; PLUS

                                        5
<Page>

        (3)     consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, 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), to the extent that any such expense
was deducted in computing such Consolidated Net Income; PLUS

        (4)     depreciation, amortization (including amortization of goodwill
and other intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash expenses (excluding any such
non-cash expense to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income; MINUS

        (5)     non-cash items increasing such Consolidated Net Income for such
period, other than the accrual of revenue in the ordinary course of business, in
each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Company shall be added to
Consolidated Net Income to compute Consolidated Operating Cash Flow of the
Company only to the extent that a corresponding amount would be permitted at the
date of determination to be dividended to the Company by such Restricted
Subsidiary without prior governmental approval (that has not been obtained), and
without direct or indirect restriction pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its
stockholders.

        "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who:

        (1)     was a member of such Board of Directors on the date hereof; 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.

        "CORE XM RADIO ASSETS" means XM Radio Assets reasonably necessary to
operate the XM Radio Business.

        "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

        "CUMULATIVE AVAILABLE CASH FLOW" means, as at any date of determination,
the positive cumulative Consolidated Operating Cash Flow realized during the
period commencing on the beginning of the first fiscal quarter following the
date hereof and ending on the last day of the most recent fiscal quarter
immediately preceding the date of determination for which consolidated financial
information of the Company is available or, if such cumulative Consolidated
Operating Cash Flow for such period is negative, the negative amount by which
cumulative Consolidated Operating Cash Flow is less than zero.

                                        6
<Page>

        "CUSTODIAN" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

        "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

        "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

        "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

        "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07 of
this Indenture.

        "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

        "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

        "EXCHANGE NOTES" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

        "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

        "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

        "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date hereof, including the
Indebtedness incurred or to be incurred pursuant to the January 2003 Financing
Transactions, until such amounts are repaid.

        "FCC LICENSE SUBSIDIARY" means XM Radio Inc., a wholly owned subsidiary
of the Company that owns all of the Company's FCC licenses to provide satellite
digital radio service in the United States.

        "FCC LICENSE SUBSIDIARY PLEDGE AGREEMENT" means the Amended and Restated
Security Agreement, dated as of January 28, 2003, between the Company and the
Collateral Agent, providing for

                                        7
<Page>

the pledge of the Capital Stock of FCC License Subsidiary as security for the
Notes and certain other Indebtedness.

        "FCC LICENSE SUBSIDIARY PLEDGE INTERCREDITOR AGREEMENT" means the
Intercreditor and Collateral Agency Agreement (FCC License Subsidiary Pledge
Agreement), dated as of January 28, 2003, pursuant to which the collateral agent
thereunder is appointed on behalf of the various secured creditor parties to
serve as Collateral Agent under the FCC License Subsidiary Pledge Agreement.

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

        "GENERAL SECURITY INTERCREDITOR AGREEMENT" means the Intercreditor and
Collateral Agency Agreement (General Security Agreement), dated as of January
28, 2003, pursuant to which the collateral agent thereunder is appointed on
behalf of the various secured creditor parties to serve as collateral agent
under the General Security Agreement.

        "GENERAL SECURITY AGREEMENT" means the Security Agreement, dated as of
January 28, 2003, (as amended) among the Company, the Parent Guarantor, the
Collateral Agent and the other parties thereto, providing for a grant of a
security interest in certain assets of the Company as security for the Notes and
certain other indebtedness.

        "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

        "GLOBAL NOTE LEGEND" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

        "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

        "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

        "GUARANTORS" means the Parent Guarantor and the Subsidiary Guarantors.

        "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person under:

        (1)     interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and

        (2)     other agreements or arrangements designed to protect such Person
against fluctuations in interest rates or currency values.

        "HOLDER" means a Person in whose name a Note is registered.

                                        8
<Page>

        "HOLDINGS" means XM Satellite Radio Holdings Inc. and any and all
successors thereto.

        "HUGHES REPEATER CONTRACT" means the Contract for the Design,
Development and Purchase of Terrestrial Repeater Equipment by and between the
Company and Hughes Electronics Corporation, dated February 14, 2000 as amended
from time to time provided that such amendments, taken as a whole, shall not be
materially adverse to the Company.

        "HUGHES REPEATER ESCROW AGREEMENT" means the agreement between the
Company and Hughes Electronics Corporation, dated as of March 2, 2000, providing
for the escrow of funds payable under the Hughes Repeater Contract.

        "HUGHES SATELLITE AGREEMENT" means the Satellite Purchase Agreement
between the Company and Hughes Space and Communications Inc., dated July 21,
1999, as in effect on the date hereof and as it may be amended from time to time
in any respect other than with respect to the terms or scope of the security
interest granted by the Company thereunder.

        "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of:

        (1)     borrowed money;

        (2)     evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

        (3)     banker's acceptances;

        (4)     representing Capital Lease Obligations;

        (5)     the balance deferred and unpaid of the purchase price of any
property, except any such balance that constitutes an accrued expense or trade
payable; or

        (6)     representing any Hedging Obligations,

        if and to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" shall include (a) all Indebtedness of others secured by a Lien on
any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person), (b) to the extent not otherwise included, the
Guarantee by the specified Person of any indebtedness of any other Person and
(c) all Attributable Debt of such Person.

        The amount of any Indebtedness outstanding as of any date shall be:

        (1)     the accreted value thereof, in the case of any Indebtedness
issued with original issue discount; and

        (2)     the principal amount thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.

        "INDENTURE" means this Indenture, as amended or supplemented from time
to time.

                                        9
<Page>

        "INDENTURE GUARANTEES" means the Guarantee of the Parent Guarantor and
of the Subsidiary Guarantors pursuant to the terms hereof and substantially in
the form set out in Exhibit G hereto, and "Indenture Guarantee" means any of
them.

        "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest in
a Global Note through a Participant.

        "INITIAL NOTES" means the first $175,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

        "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

        "INTERCREDITOR AGREEMENTS" means the General Security Intercreditor
Agreement and the FCC License Subsidiary Pledge Intercreditor Agreement.

        "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the form
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers,
directors and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Restricted Subsidiary not sold
or disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary
of the Company of a Person that holds an Investment in a third Person shall be
deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investment held
by the acquired Person in such third Person determined as provided in the final
paragraph of Section 4.07 hereof.

        "JANUARY 2003 FINANCING TRANSACTIONS" means (1) the issuance to General
Motors Corporation or affiliates thereof (collectively, "GM") of the Company's
and Holdings' Series GM Senior Secured Convertible Note due 2009 (the "GM Note")
in the principal amount of $89,042,387 in lieu of certain guaranteed payments
due to GM during the period from 2003 to 2006 under the Company's Distribution
Agreement with GM (the "Distribution Agreement"), (2) the amendment of the
Distribution Agreement to provide for, among other things, the issuance of the
GM Notes and the payment of up to $35,000,000 in subscriber acquisition payments
in the form of Class A Common Stock of Holdings (the "Class A Common Stock"),
(3) the issuance of the Company's and Holdings' 10% Senior Secured Discount
Convertible Notes due 2009 and common stock to certain investors, (4) the
Company's and Holdings' $100,000,000 Senior Secured Credit Facility with GM to
finance certain revenue share payments owed to GM under the Distribution
Agreement or other amounts which may be owing from time to time to GM, (5) the
issuance of a warrant to GM to purchase 10,000,000 shares of Class A Common
Stock at an exercise price of $3.18 per share, (6) the issuance and sale to U.S.
Trust Company of 5,555,556 shares of Class A Common Stock and the issuance of a
warrant to R. Steven Hicks to purchase 900,000 shares of Class A Common Stock at
an exercise price of $3.18 per share in accordance with Section 4(2) of the
Securities Act, and (7) the execution, delivery and performance of all
agreements, documents and instruments evidencing the transactions described in
clauses (1) through (6) above and all arrangements contemplated thereby, in each
case as reflected in such agreements, documents and instruments as in

                                       10
<Page>

effect on the date of the indenture with such amendments that do not (w) have a
materially adverse effect on the rights of the trustee or the Holders of the
Notes under the Notes, the Indenture Guarantees, the Security Agreements or the
Intercreditor Agreements, taken as a whole (x) increase the principal amount (or
accreted value, as applicable) or shorten the fixed maturity of any
Indebtedness, or advance the dates or reduce the price with respect to the
redemption of the Indebtedness, or (y) increase the rate or change the time of
payment of interest, including default interest, on any Indebtedness.

        "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

        "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

        "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

        "MATERIAL SUBSIDIARY" means, a Restricted Subsidiary (other than XM
Equipment Leasing LLC) that has Guaranteed any Indebtedness or other Obligation
of the Company or any Restricted Subsidiary represented by clauses (1) or (3) of
the definition of the "January 2003 Transactions."

        "NET INCOME" means, with respect to any specified Person, the net income
(loss) of such Person and its Restricted Subsidiaries, determined in accordance
with GAAP and before any reduction in respect of preferred stock dividends,
excluding, however:

        (1)     any gain or loss, together with any related provision for taxes
on such gain or loss, realized in connection with: (a) any Asset Sale; or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

        (2)     any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss.

        "NET PROCEEDS" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale or other
transaction (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net
of the direct costs relating to such Asset Sale or other transaction, including,
without limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result thereof, taxes
paid or payable as a result thereof, in each case, after taking into account any
available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets that were the subject of

                                       11
<Page>

such Asset Sale or other transaction and any reserve for adjustment in respect
of the sale price of such asset or assets established in accordance with GAAP.

        "NON-RECOURSE DEBT" means Indebtedness:

        (1)     as to which neither the Company nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) or (b) is directly
or indirectly liable as a guarantor or otherwise;

        (2)     no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity; and

        (3)     as to which the definitive documentation therefor specifies that
the lenders thereunder will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

        "NON-U.S. PERSON" means a Person who is not a U.S. Person.

        "NOTES" means any of the securities, as defined in the first paragraph
of the recitals hereof, that are authenticated and delivered under this
Indenture. For all purposes of this Indenture, the term "Notes" shall include
the Notes initially issued on the date hereof, any Exchange Notes to be issued
and exchanged for any Notes pursuant to the Registration Rights Agreement and
this Indenture and any Additional Notes issued after the date hereof under this
Indenture, unless the context otherwise requires. For purposes of this
Indenture, all Notes shall vote together as one series of Notes under this
Indenture.

        "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

        "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

        "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, that meets the requirements of Section 12.05 hereof.

        "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

        "PARENT COMPANY MERGER" means (a) a merger or consolidation of the
Company with or into Holdings or a merger or consolidation of Holdings with or
into the Company or (b) any assignment, transfer, conveyance or other
disposition of all or substantially all of the properties or assets of the
Company to Holdings or of Holdings to the Company.

        "PARENT GUARANTOR" means Holdings, in its capacity as a guarantor of the
Obligations under the Notes pursuant to Article 11.

                                       12
<Page>

        "PARI PASSU INDEBTEDNESS" means Indebtedness of the Company that is pari
passu in right of payment to the Notes or, in the case of a Subsidiary
Guarantor, that is pari passu in right of payment to its Indenture Guarantee.

        "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

        "PERMITTED BUSINESS" means any of the lines of business conducted by the
Company and its Restricted Subsidiaries on the date hereof and any business
similar, ancillary or related thereto or that constitutes a reasonable extension
or expansion thereof, including in connection with the Company's existing and
future technology, trademarks and patents.

        "PERMITTED INVESTMENTS" means:

        (1)     any Investment in the Company or in a Wholly Owned Restricted
Subsidiary of the Company (other than XM Leasing);

        (2)     any Investment in Cash Equivalents;

        (3)     any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment:

        (a)     such Person becomes a Wholly Owned Restricted Subsidiary of the
Company; or

        (b)     such Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Wholly Owned Restricted Subsidiary of the Company;

        (4)     any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10;

        (5)     any acquisition of assets solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company;

        (6)     Hedging Obligations;

        (7)     Investments in existence on the date hereof and modifications
thereof;

        (8)     Investments in securities of trade creditors or customers
received in compromise of obligations of such Person incurred in the ordinary
course of business, including under any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of such Person;

        (9)     loans and advances to officers, directors and employees of the
Company or any of its Restricted Subsidiaries in the ordinary course of business
not to exceed $2.0 million at any time outstanding;

        (10)    Investments indirectly acquired by the Company or any of its
Restricted Subsidiaries through a direct Investment in another Person made in
compliance with this Indenture, provided that such Investments existed prior to
and were not made in contemplation of such acquisition;

                                       13
<Page>

        (11)    Investments in a joint venture with Sirius Satellite Radio Inc.
or an Affiliate or successor thereof, the proceeds of which Investments are used
solely to develop interoperable radio technology capable of receiving and
processing radio system signals broadcast by both the Company and Sirius
Satellite Radio Inc., for the licensing of other satellite radio technology from
the Company and Sirius Satellite Radio Inc. in connection therewith and for
activities reasonably ancillary thereto in accordance with the Joint Development
Agreement between the Company and Sirius Satellite Radio Inc., as in effect on
the date hereof or as it may be amended in a manner not materially adverse to
the Company;

        (12)    from and after any Parent Company Merger, Investments of
Holdings in existence on the date hereof;

        (13)    other Investments in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (13) since the date hereof that are at
the time outstanding not to exceed $10.0 million; and

        (14)    Investments in XM Leasing when taken together with all amounts
permitted by Clause (15) of the second paragraph of Section 4.09 not exceeding
$5.0 million outstanding at any time.

        "PERMITTED LIENS" means:

        (1)     Liens on any assets of the Company or its Restricted
Subsidiaries securing Pari Passu Indebtedness incurred pursuant to clause (1) of
the second paragraph of Section 4.09 hereof or Permitted Refinancing
Indebtedness in respect thereof; provided, that the Notes shall be equally and
ratably secured by such assets;

        (2)     Liens in favor of the Company;

        (3)     Liens on property, or on shares of stock or Indebtedness, of a
Person existing at the time such Person is merged with or into or consolidated
with the Company or any Restricted Subsidiary of the Company; provided that such
Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or the Restricted Subsidiary;

        (4)     Liens on property existing at the time of acquisition thereof by
the Company or any Restricted Subsidiary of the Company, PROVIDED that such
Liens were not incurred in contemplation of such acquisition;

        (5)     Liens to secure the performance of bids, tenders, leases,
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business;

        (6)     Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (6) of the second paragraph of Section 4.09
hereof covering only the assets acquired with such Indebtedness;

        (7)     Liens existing on the date hereof (including Liens arising
hereunder in favor of the Trustee and including Liens under the Hughes Repeater
Escrow Agreement) and Liens securing Indebtedness incurred pursuant to the
January 2003 Financing Transactions;

                                       14
<Page>

        (8)     Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;

        (9)     Liens securing the Notes;

        (10)    Liens incidental to the conduct of the Company's or a Restricted
Subsidiary's business or the ownership of its property and assets not securing
Indebtedness, and which do not in the aggregate materially detract from the
value of the assets or property of the Company and its Restricted Subsidiaries
taken as a whole, or materially impair the use thereof in the operation of its
business;

        (11)    Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security;

        (12)    judgment Liens not giving rise to an Event of Default;

        (13)    easements, rights-of-way, zoning restrictions and other similar
charges or encumbrances in respect of real property not interfering in any
material respect with the ordinary conduct of the business of the Company or any
of its Restricted Subsidiaries;

        (14)    any interest or title of a lessor under any Capital Lease
Obligation;

        (15)    leases or subleases granted to others that do not materially
interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries;

        (16)    Liens arising from filing Uniform Commercial Code financing
statements regarding leases;

        (17)    Liens in favor of customs and revenue authorities arising as a
mater of law to secure payment of customer duties in connection with the
importation of goods;

        (18)    carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business that are not delinquent or remain payable without penalty;

        (19)    Liens securing Hedging Obligations which Hedging Obligations
relate to Indebtedness that is otherwise permitted under this Indenture;

        (20)    Liens encumbering property or other assets under construction in
the ordinary course of business arising from progress or partial payments by a
customer of the Company or its Restricted Subsidiaries relating to such property
or other assets;

        (21)    Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business;

        (22)    Liens on the Company's interests in satellites and its
terrestrial repeater network, including the Hughes Satellite Agreement,
subsequent satellite procurement or launch contracts and the Hughes Repeater
Contract;

                                       15
<Page>

        (23)    Liens incurred in the ordinary course of business of the Company
or any Restricted Subsidiary with respect to obligations that do not exceed
$10.0 million at any one time outstanding; and

        (24)    Liens on Qualified Receivables securing Indebtedness permitted
by clause (xii) of the second paragraph of Section 4.09 hereof;

        (25)    from and after any Parent Company Merger, Liens of Holdings in
existence on the date hereof;

        (26)    Liens relating to Satellite Vendor Indebtedness incurred
pursuant to Clause (i) of the second paragraph of Section 4.09 or Permitted
Refinancing Indebtedness in respect thereof;

        (27)    Liens securing Indebtedness permitted under Clause (vii) of the
second paragraph of Section 4.09; provided that such Liens are no more extensive
than the liens securing the Indebtedness so refunded, refinanced or replaced
thereby;

        (28)    Liens on the assets of the Company or any Restricted
Subsidiaries (other than XM Leasing) securing indebtedness incurred in any
Qualified Sale and Leaseback Transaction; and

        (29)    Liens on the assets of XM Leasing securing Indebtedness
permitted under Clause (xv) of the second paragraph of Section 4.09.

        "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); PROVIDED that:

        (1)     the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest thereon and
the amount of all expenses, consent fees and premiums incurred in connection
therewith);

        (2)     (A) if such Permitted Refinancing Indebtedness has a Weighted
Average Life to Maturity shorter than that of the Notes or a final maturity date
earlier than the final maturity date of the Notes, such Permitted Refinancing
Indebtedness shall have a Weighted Average Life to Maturity no shorter than the
remaining Weighted Average Life to Maturity of the debt so extended, refinanced,
renewed, replaced, defeased or refunded and a final Stated Maturity no earlier
than the final maturity date of the debt so extended, refinanced, renewed,
replaced, defeased or refunded or (B) in all other cases, such Permitted
Refinancing Indebtedness shall have a final maturity date later than the final
maturity date of, and shall have a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Notes;

        (3)     if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness is subordinated in right of payment to,
the Notes on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and

        (4)     such Indebtedness is incurred either by the Company or by the
Restricted Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

                                       16
<Page>

        "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

        "PRINCIPALS" means American Honda Motor Company, Inc., General Motors
Corporation, DIRECTV Enterprises, Inc. and Clear Channel Investments, Inc.

        "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "QUALIFIED RECEIVABLES" means the aggregate amount of accounts
receivables of the Company determined in accordance with GAAP that are not more
than 90 days past due.

        "QUALIFIED SALE AND LEASEBACK TRANSACTION" means a sale and leaseback
transaction (1) involving one or more satellites of the Company or any
Restricted Subsidiary of the Company (other than XM Leasing) and (2) the Net
Proceeds of which, together with the aggregate Net Proceeds from all other sale
and leaseback transactions involving satellites consummated after the date
hereof (including any subsequent replacements, amendments or modifications
thereof), do not exceed $150,000,000.

        "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of June 17, 2003, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

        "REGULATION S" means Regulation S promulgated under the Securities Act.

        "REGULATION S GLOBAL NOTE" means a global note substantially in the form
of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

        "RELATED PARTY" means:

        (1)     any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Principal; or

        (2)     any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of any one or more Principals
and/or such other Persons referred to in the immediately preceding clause (1).

        "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

        "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the Private
Placement Legend.

                                       17
<Page>

        "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

        "RESTRICTED INVESTMENT" means any Investment other than a Permitted
Investment.

        "RESTRICTED PERIOD" means the 40-day distribution compliance period as
defined in Regulation S.

        "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

        "RULE 144" means Rule 144 promulgated under the Securities Act.

        "RULE 144A" means Rule 144A promulgated under the Securities Act.

        "RULE 903" means Rule 903 promulgated under the Securities Act.

        "RULE 904" means Rule 904 promulgated the Securities Act.

        "SATELLITE VENDOR INDEBTEDNESS" means Indebtedness of the Company
provided by a satellite or satellite launch vendor or Affiliate thereof for the
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 radio service as a replacement for a satellite that is retired,
relocated within the existing service area or reasonably determined by the
Company to no longer meet the requirements for such service, or (ii) a ground
spare intended for future use as the same.

        "SEC" means the Securities and Exchange Commission.

        "SECURITIES ACT" means the Securities Act of 1933, as amended.

        "SECURITY AGREEMENTS" means the General Security Agreement and the FCC
License Subsidiary Pledge Agreement.

        "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

        "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

        "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

        "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 specified Person:

                                       18
<Page>

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

        (2)     any partnership, trust or limited liability company (a) the sole
general partner, the managing general partner, or the sole manager or trustee of
which is such Person or a Subsidiary of such Person or (b) the only general
partners or managing members of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

        "SUBSIDIARY GUARANTOR" means any Restricted Subsidiary of the Company
that has executed an Indenture Guarantee and the General Security Agreement.

        "TAX SHARING AGREEMENT" means the tax sharing agreement dated March 15,
2000 between Holdings, the Company and XM Radio Inc., as in effect on the date
hereof.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.03 hereof.

        "TOTAL CONSOLIDATED INDEBTEDNESS" means, at any date of determination,
an amount equal to the aggregate amount of all Indebtedness of the Company and
the Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP, outstanding as of the date of determination.

        "TOTAL INCREMENTAL EQUITY" means, at any date of determination, the sum
of, without duplication: (1) the aggregate cash proceeds received by the Company
since January 29, 2003 from the issuance or sale of Capital Stock of the Company
(other than Disqualified Stock but including Capital Stock issued upon the
conversion of convertible Indebtedness or from the exercise of options, warrants
or rights to purchase Capital Stock of the Company other than Disqualified
Stock), or of contributions to the equity capital of the Company by Holdings or
the fair market value of the consideration (if other than cash) from the
issuance or sale of Equity Interests (other than Disqualified Stock) of the
Company or of actual or deemed capital contributions to the common equity
capital of the Company by Holdings from the issuance of Equity Interests of
Holdings in exchange for the retirement of Pari Passu Indebtedness of the
Company since January 29, 2003, to any Person other than a Restricted
Subsidiary; plus (2) an amount equal to the sum of (a) the net reduction in
Investments in any Person (other than Permitted Investments) resulting from the
payment in cash of dividends, repayments of loans or advances or other transfers
of assets, in each case to the Company or any Restricted Subsidiary after the
date of Issuance of the Initial Notes from such Person and (b) the portion
(proportionate to the Company's equity interest in such Restricted Subsidiary)
of the fair market value of the net assets of any Unrestricted Subsidiary at the
time such Unrestricted Subsidiary is designated a Restricted Subsidiary;
provided, however, that in the case of (a) or (b) above, the foregoing sum shall
not exceed the amount of Investments previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such Person
or Unrestricted Subsidiary and that constitutes a Restricted Payment that has
been deducted from Total Incremental Equity pursuant to clause (3) below; minus
(3) the aggregate amount of all Restricted Payments declared or made on or after
the date of Issuance of the Initial Notes (including the aggregate amount paid
pursuant to clauses (1), (2), (3), (4), (5), (6) and (8) of the second paragraph
of Section 4.07).

        "TRUSTEE" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

                                       19
<Page>

        "UNRESTRICTED GLOBAL NOTE" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

        "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

        "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company (other
than the FCC License Subsidiary) that is designated by the Board of Directors as
an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the
extent that such Subsidiary:

        (1)     has no Indebtedness other than Non-Recourse Debt;

        (2)     is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company;

        (3)     is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; and

        (4)     has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

        Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as
if such designation had occurred at the beginning of the four-quarter reference
period; and (2) no Default or Event of Default would be in existence following
such designation.

        "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

        "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

        "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness or Disqualified Stock at any date, the number of years obtained by
dividing:

                                       20
<Page>

        (1)     the sum of the products obtained by multiplying (a) the amount
of each then remaining installment, sinking fund, serial maturity or other
required payments of principal (or liquidation preference, as applicable),
including payment at final maturity, in respect thereof, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by

        (2)     the then outstanding principal amount (or liquidation
preference) of such Indebtedness (or Disqualified Stock, as applicable).

        "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

        "XM LEASING" means XM Equipment Leasing LLC, a Delaware limited
liability company, and any and all of the Company's Subsidiary successors
thereto, for so long as XM Leasing is not a Subsidiary Guarantor and is a
guarantor of, or provides security for, other Indebtedness of the Company and/or
its Restricted Subsidiaries represented by clauses (1) or (3) of the definition
of the "January 2003 Transactions;" provided, that after XM Leasing ceases to
satisfy these criteria all references to XM Leasing shall be deemed deleted and
of no further force or effect.

        "XM RADIO ASSETS" means all assets, rights, services and properties,
whether tangible or intangible, used or intended for use in connection with an
XM Radio Business, including satellites, terrestrial repeating stations, FCC
licenses, uplink facilities, musical libraries and other recorded programming,
furniture, fixtures and equipment and telemetry, tracking, monitoring and
control equipment.

        "XM RADIO BUSINESS" means the business of transmitting digital radio
programming throughout the United States by satellite and terrestrial repeating
stations to be received by subscribers, including any business in which the
Company was engaged on the date hereof, and any business reasonably related
thereto.

        "XM RADIO SERVICE" means digital radio programming transmitted by
satellites and terrestrial repeating stations to vehicle, home and portable
radios in the United States.

SECTION 1.02.   OTHER DEFINITIONS.

<Table>
<Caption>
                                                                   Defined in
        Term                                                         Section
        ----                                                         -------
        <S>                                                           <C>
        "AFFILIATE TRANSACTION".................................      4.11
        "ASSET SALE OFFER"......................................      3.09
        "AUTHENTICATION ORDER"..................................      2.02
        "BANKRUPTCY LAW"........................................      4.01
        "BENEFITED PARTY".......................................      11.01
        "CHANGE OF CONTROL OFFER"...............................      4.14
        "CHANGE OF CONTROL PAYMENT".............................      4.14
        "CHANGE OF CONTROL PAYMENT DATE"........................      4.14
        "COVENANT DEFEASANCE"...................................      8.03
        "EVENT OF DEFAULT"......................................      6.01
        "EXCESS PROCEEDS".......................................      4.10
</Table>

                                       21
<Page>

<Table>
<Caption>
                                                                   Defined in
        Term                                                         Section
        ----                                                         -------
        <S>                                                           <C>
        "INCUR".................................................      4.09
        "LEGAL DEFEASANCE"......................................      8.02
        "OFFER AMOUNT"..........................................      3.09
        "OFFER PERIOD"..........................................      3.09
        "PAYING AGENT"..........................................      2.03
        "PERMITTED DEBT"........................................      4.09
        "PURCHASE DATE".........................................      3.09
        "REGISTRAR".............................................      2.03
        "RESTRICTED PAYMENTS"...................................      4.07
</Table>

SECTION 1.03.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

        Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

        The following TIA terms used in this Indenture have the following
meanings:

        "INDENTURE SECURITIES" means the Notes;

        "INDENTURE SECURITY HOLDER" means a Holder of a Note;

        "INDENTURE TO BE QUALIFIED" means this Indenture;

        "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

        "OBLIGOR" on the Notes means the Company and any successor obligor upon
the Notes.

        All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04.   RULES OF CONSTRUCTION.

        Unless the context otherwise requires:

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

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

        (c)     "or" is not exclusive;

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

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

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

                                       22
<Page>

                                   ARTICLE 2.
                                   THE NOTES

SECTION 2.01.   FORM AND DATING.

        (a)     GENERAL. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

        The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

        (b)     GLOBAL NOTES. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

SECTION 2.02.   EXECUTION AND AUTHENTICATION.

        Two Officers shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form.

        If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

        A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

        The Trustee shall, upon a written order of the Company signed by two
Officers (an "AUTHENTICATION ORDER"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes.

        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. 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 an Agent to deal with Holders or an
Affiliate of the Company.

                                       23
<Page>

SECTION 2.03.   REGISTRAR AND PAYING AGENT.

        The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

        The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

        The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

SECTION 2.04.   PAYING AGENT TO HOLD MONEY IN TRUST.

        The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company, the Parent Guarantor or
any Subsidiary Guarantor in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

SECTION 2.05.   HOLDER 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
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
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 the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06.   TRANSFER AND EXCHANGE.

        (a)     TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the

                                       24
<Page>

Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

        (b)     TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                (i)     TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
        NOTE. Beneficial interests in any Restricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in the same Restricted Global Note in accordance
        with the transfer restrictions set forth in the Private Placement
        Legend; PROVIDED, HOWEVER, that prior to the expiration of the
        Restricted Period, transfers of beneficial interests in the 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). Beneficial
        interests in any Unrestricted Global Note may be transferred to Persons
        who take delivery thereof in the form of a beneficial interest in an
        Unrestricted Global Note. No written orders or instructions shall be
        required to be delivered to the Registrar to effect the transfers
        described in this Section 2.06(b)(i).

                (ii)    ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
        INTERESTS IN GLOBAL NOTES. In connection with all transfers and
        exchanges of beneficial interests that are not subject to Section
        2.06(b)(i) above, the transferor of such beneficial interest must
        deliver to the Registrar either (A) (1) a written order from a
        Participant or an Indirect Participant given to the Depositary in
        accordance with the Applicable Procedures directing the Depositary to
        credit or cause to be credited a beneficial interest in another Global
        Note in an amount equal to the beneficial interest to be transferred or
        exchanged and (2) instructions given in accordance with the Applicable
        Procedures containing information regarding the Participant account to
        be credited with such increase or (B) (1) a written order from a
        Participant or an Indirect Participant given to the Depositary in
        accordance with the Applicable Procedures directing the Depositary to
        cause to be issued a Definitive Note in an amount equal to the
        beneficial interest to be transferred or exchanged and (2) instructions
        given by the Depositary to the Registrar containing information
        regarding the Person in whose name such Definitive Note shall be
        registered to effect the transfer or exchange referred to in (1) above.
        Upon consummation of an Exchange Offer by the Company in accordance with
        Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
        shall be deemed to have been satisfied upon receipt by the Registrar of
        the instructions contained in the Letter of Transmittal delivered by the
        Holder of such beneficial interests in the Restricted Global Notes. Upon
        satisfaction of all of the requirements for transfer or exchange of
        beneficial interests in Global Notes contained in this Indenture and the
        Notes or otherwise applicable under the Securities Act, the Trustee
        shall adjust the principal amount of the relevant Global Note(s)
        pursuant to Section 2.06(h) hereof.

                                       25
<Page>

                (iii)   TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.06(b)(ii) above and the
        Registrar receives the following:

                        (A)     if the transferee will take delivery in the form
                of a beneficial interest in the 144A Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications in item (1) thereof; and

                        (B)     if the transferee will take delivery in the form
                of a beneficial interest in the Regulation S Global Note, then
                the transferor must deliver a certificate in the form of Exhibit
                B hereto, including the certifications in item (2) thereof;

                (iv)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
        RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.06(b)(ii) above and:

                        (A)     such exchange or transfer is effected pursuant
                to the Exchange Offer in accordance with the Registration Rights
                Agreement and the holder of the beneficial interest to be
                transferred, in the case of an exchange, or the transferee, in
                the case of a transfer, certifies in the applicable Letter of
                Transmittal that it is not (1) a broker-dealer, (2) a Person
                participating in the distribution of the Exchange Notes or (3) a
                Person who is an affiliate (as defined in Rule 144) of the
                Company;

                        (B)     such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C)     such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the holder of such beneficial
                        interest in a Restricted Global Note proposes to
                        exchange such beneficial interest for a beneficial
                        interest in an Unrestricted Global Note, a certificate
                        from such holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(a) thereof; or

                                (2)     if the holder of such beneficial
                        interest in a Restricted Global Note proposes to
                        transfer such beneficial interest to a Person who shall
                        take delivery thereof in the form of a beneficial
                        interest in an Unrestricted Global Note, a certificate
                        from such holder in the form of Exhibit B hereto,
                        including the certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable to
                the Registrar to the effect that such exchange or transfer is in
                compliance with the Securities Act and that the restrictions on
                transfer contained herein and in the

                                       26
<Page>

                Private Placement Legend are no longer required in order to
                maintain compliance with the Securities Act.

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

        Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

        (c)     Transfer or Exchange of Beneficial Interests for Definitive
Notes.

                (i)     BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        RESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in a
        Restricted Global Note proposes to exchange such beneficial interest for
        a Restricted Definitive Note or to transfer such beneficial interest to
        a Person who takes delivery thereof in the form of a Restricted
        Definitive Note, then, upon receipt by the Registrar of the following
        documentation:

                        (A)     if the holder of such beneficial interest in a
                Restricted Global Note proposes to exchange such beneficial
                interest for a Restricted Definitive Note, a certificate from
                such holder in the form of Exhibit C hereto, including the
                certifications in item (2)(a) thereof;

                        (B)     if such beneficial interest is being transferred
                to a QIB in accordance with Rule 144A under the Securities Act,
                a certificate to the effect set forth in Exhibit B hereto,
                including the certifications in item (1) thereof;

                        (C)     if such beneficial interest is being transferred
                to a Non-U.S. Person in an offshore transaction in accordance
                with Rule 903 or Rule 904 under the Securities Act, a
                certificate to the effect set forth in Exhibit B hereto,
                including the certifications in item (2) thereof;

                        (D)     if such beneficial interest is being transferred
                pursuant to an exemption from the registration requirements of
                the Securities Act in accordance with Rule 144 under the
                Securities Act, a certificate to the effect set forth in Exhibit
                B hereto, including the certifications in item (3)(a) thereof;

                        (E)     if such beneficial interest is being transferred
                to an Institutional Accredited Investor in reliance on an
                exemption from the registration requirements of the Securities
                Act other than those listed in subparagraphs (B) through (D)
                above, a certificate to the effect set forth in Exhibit B
                hereto, including the certifications, certificates and Opinion
                of Counsel required by item (3) thereof, if applicable;

                        (F)     if such beneficial interest is being transferred
                to the Company or any of its Subsidiaries, a certificate to the
                effect set forth in Exhibit B hereto, including the
                certifications in item (3)(b) thereof; or

                                       27
<Page>

                        (G)     if such beneficial interest is being transferred
                pursuant to an effective registration statement under the
                Securities Act, a certificate to the effect set forth in Exhibit
                B hereto, including the certifications in item (3)(c) thereof,

        the Trustee shall cause the aggregate principal amount of the applicable
        Global Note to be reduced accordingly pursuant to Section 2.06(h)
        hereof, and the Company shall execute and the Trustee shall authenticate
        and deliver to the Person designated in the instructions a Definitive
        Note in the appropriate principal amount. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.06(c) shall be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.06(c)(i) shall bear the Private Placement Legend and
        shall be subject to all restrictions on transfer contained therein.

                (ii)    BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a
        Restricted Global Note may exchange such beneficial interest for an
        Unrestricted Definitive Note or may transfer such beneficial interest to
        a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note only if:

                        (A)     such exchange or transfer is effected pursuant
                to the Exchange Offer in accordance with the Registration Rights
                Agreement and the holder of such beneficial interest, in the
                case of an exchange, or the transferee, in the case of a
                transfer, certifies in the applicable Letter of Transmittal that
                it is not (1) a broker-dealer, (2) a Person participating in the
                distribution of the Exchange Notes or (3) a Person who is an
                affiliate (as defined in Rule 144) of the Company;

                        (B)     such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C)     such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the holder of such beneficial
                        interest in a Restricted Global Note proposes to
                        exchange such beneficial interest for a Definitive Note
                        that does not bear the Private Placement Legend, a
                        certificate from such holder in the form of Exhibit C
                        hereto, including the certifications in item (1)(b)
                        thereof; or

                                (2)     if the holder of such beneficial
                        interest in a Restricted Global Note proposes to
                        transfer such beneficial interest to a Person who shall
                        take delivery thereof in the form of a Definitive Note
                        that does not bear the Private Placement Legend, a
                        certificate from such holder in the form of Exhibit B
                        hereto, including the certifications in item (4)
                        thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable to
                the Registrar to the effect that such exchange or transfer is in
                compliance with the Securities Act and that the restrictions on
                transfer contained herein and in the

                                       28
<Page>

                Private Placement Legend are no longer required in order to
                maintain compliance with the Securities Act.

                (iii)   BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
        amount of the applicable Global Note to be reduced accordingly pursuant
        to Section 2.06(h) hereof, and the Company shall execute and the Trustee
        shall authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(iii) shall be registered in such name or names and
        in such authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
        shall not bear the Private Placement Legend.

        (d)     TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

                (i)     RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
        proposes to exchange such Note for a beneficial interest in a Restricted
        Global Note or to transfer such Restricted Definitive Notes to a Person
        who takes delivery thereof in the form of a beneficial interest in a
        Restricted Global Note, then, upon receipt by the Registrar of the
        following documentation:

                        (A)     if the Holder of such Restricted Definitive Note
                proposes to exchange such Note for a beneficial interest in a
                Restricted Global Note, a certificate from such Holder in the
                form of Exhibit C hereto, including the certifications in item
                (2)(b) thereof;

                        (B)     if such Restricted Definitive Note is being
                transferred to a QIB in accordance with Rule 144A under the
                Securities Act, a certificate to the effect set forth in Exhibit
                B hereto, including the certifications in item (1) thereof;

                        (C)     if such Restricted Definitive Note is being
                transferred to a Non-U.S. Person in an offshore transaction in
                accordance with Rule 903 or Rule 904 under the Securities Act, a
                certificate to the effect set forth in Exhibit B hereto,
                including the certifications in item (2) thereof;

                        (D)     if such Restricted Definitive Note is being
                transferred pursuant to an exemption from the registration
                requirements of the Securities Act in accordance with Rule 144
                under the Securities Act, a certificate to the effect set forth
                in Exhibit B hereto, including the certifications in item (3)(a)
                thereof;

                        (E)     if such Restricted Definitive Note is being
                transferred to an Institutional Accredited Investor in reliance
                on an exemption from the registration requirements of the
                Securities Act other than those listed in subparagraphs (B)
                through (D) above, a certificate to the effect set forth in
                Exhibit B hereto, including the certifications, certificates and
                Opinion of Counsel required by item (3) thereof, if applicable;

                                       29
<Page>

                        (F)     if such Restricted Definitive Note is being
                transferred to the Company or any of its Subsidiaries, a
                certificate to the effect set forth in Exhibit B hereto,
                including the certifications in item (3)(b) thereof; or

                        (G)     if such Restricted Definitive Note is being
                transferred pursuant to an effective registration statement
                under the Securities Act, a certificate to the effect set forth
                in Exhibit B hereto, including the certifications in item (3)(c)
                thereof,

        the Trustee shall cancel the Restricted Definitive Note, increase or
        cause to be increased the aggregate principal amount of, in the case of
        clause (A) above, the appropriate Restricted Global Note, in the case of
        clause (B) above, and the 144A Global Note, in the case of clause (C)
        above.

                (ii)    RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may
        exchange such Note for a beneficial interest in an Unrestricted Global
        Note or transfer such Restricted Definitive Note to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note only if:

                        (A)     such exchange or transfer is effected pursuant
                to the Exchange Offer in accordance with the Registration Rights
                Agreement and the Holder, in the case of an exchange, or the
                transferee, in the case of a transfer, certifies in the
                applicable Letter of Transmittal that it is not (1) a
                broker-dealer, (2) a Person participating in the distribution of
                the Exchange Notes or (3) a Person who is an affiliate (as
                defined in Rule 144) of the Company;

                        (B)     such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C)     such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the Holder of such Definitive Notes
                        proposes to exchange such Notes for a beneficial
                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(c) thereof; or

                                (2)     if the Holder of such Definitive Notes
                        proposes to transfer such Notes to a Person who shall
                        take delivery thereof in the form of a beneficial
                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit B hereto,
                        including the certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable to
                the Registrar to the effect that such exchange or transfer is in
                compliance with the Securities Act and that the restrictions on
                transfer contained herein and in the Private Placement Legend
                are no longer required in order to maintain compliance with the
                Securities Act.

                                       30
<Page>

                Upon satisfaction of the conditions of any of the subparagraphs
        in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
        Notes and increase or cause to be increased the aggregate principal
        amount of the Unrestricted Global Note.

                (iii)   UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Definitive Notes to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note at any time. Upon receipt of a request for such an exchange
        or transfer, the Trustee shall cancel the applicable Unrestricted
        Definitive Note and increase or cause to be increased the aggregate
        principal amount of one of the Unrestricted Global Notes.

                If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (ii)(B),
        (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
        not yet been issued, the Company shall issue and, upon receipt of an
        Authentication Order in accordance with Section 2.02 hereof, the Trustee
        shall authenticate one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of Definitive Notes so
        transferred.

        (e)     TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                (i)     RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
        NOTES. Any Restricted Definitive Note may be transferred to and
        registered in the name of Persons who take delivery thereof in the form
        of a Restricted Definitive Note if the Registrar receives the following:

                        (A)     if the transfer will be made pursuant to Rule
                144A under the Securities Act, then the transferor must deliver
                a certificate in the form of Exhibit B hereto, including the
                certifications in item (1) thereof;

                        (B)     if the transfer will be made pursuant to Rule
                903 or Rule 904, then the transferor must deliver a certificate
                in the form of Exhibit B hereto, including the certifications in
                item (2) thereof; and

                        (C)     if the transfer will be made pursuant to any
                other exemption from the registration requirements of the
                Securities Act, then the transferor must deliver a certificate
                in the form of Exhibit B hereto, including the certifications,
                certificates and Opinion of Counsel required by item (3)
                thereof, if applicable.

                (ii)    RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
        NOTES. Any Restricted Definitive Note may be exchanged by the Holder
        thereof for an Unrestricted Definitive Note or transferred to a Person
        or Persons who take delivery thereof in the form of an Unrestricted
        Definitive Note if:

                                       31
<Page>

                        (A)     such exchange or transfer is effected pursuant
                to the Exchange Offer in accordance with the Registration Rights
                Agreement and the Holder, in the case of an exchange, or the
                transferee, in the case of a transfer, certifies in the
                applicable Letter of Transmittal that it is not (1) a
                broker-dealer, (2) a Person participating in the distribution of
                the Exchange Notes or (3) a Person who is an affiliate (as
                defined in Rule 144) of the Company;

                        (B)     any such transfer is effected pursuant to the
                Shelf Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C)     any such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the Holder of such Restricted
                        Definitive Notes proposes to exchange such Notes for an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit C hereto, including the
                        certifications in item (1)(d) thereof; or

                                (2)     if the Holder of such Restricted
                        Definitive Notes proposes to transfer such Notes to a
                        Person who shall take delivery thereof in the form of an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests, an Opinion of Counsel in form
                reasonably acceptable to the Company to the effect that such
                exchange or transfer is in compliance with the Securities Act
                and that the restrictions on transfer contained herein and in
                the Private Placement Legend are no longer required in order to
                maintain compliance with the Securities Act.

                (iii)   UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
        NOTES. A Holder of Unrestricted Definitive Notes may transfer such Notes
        to a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note. Upon receipt of a request to register such a transfer,
        the Registrar shall register the Unrestricted Definitive Notes pursuant
        to the instructions from the Holder thereof.

        (f)     EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

                                       32
<Page>

        (g)     LEGENDS. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                (i)     PRIVATE PLACEMENT LEGEND.

                        (A)     Except as permitted by subparagraph (B) below,
                each Global Note and each Definitive Note (and all Notes issued
                in exchange therefor or substitution thereof) shall bear the
                legend in substantially the following form

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE
144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN
EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON
WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI
THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION
OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

                                       33
<Page>

                        (B)     Notwithstanding the foregoing, any Global Note
                or Definitive Note issued pursuant to subparagraphs (b)(iv),
                (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                to this Section 2.06 (and all Notes issued in exchange therefor
                or substitution thereof) shall not bear the Private Placement
                Legend.

                (ii)    GLOBAL NOTE LEGEND. Each Global Note shall bear a legend
        in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

        (h)     CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

        (i)     GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                (i)     To permit registrations of transfers and exchanges, the
        Company shall execute and the Trustee shall authenticate Global Notes
        and Definitive Notes upon the Company's order or at the Registrar's
        request.

                (ii)    No service charge shall be made to a holder of a
        beneficial interest in a Global Note or to a Holder of a Definitive Note
        for any registration of transfer or exchange, but the Company may
        require payment of a sum sufficient to cover any transfer tax or similar
        governmental charge payable in connection therewith (other than any such
        transfer taxes or similar governmental charge payable upon exchange or
        transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05
        hereof).

                (iii)   The Registrar shall not be required to register the
        transfer of or exchange any Note selected for redemption in whole or in
        part, except the unredeemed portion of any Note being redeemed in part.

                (iv)    All Global Notes and Definitive Notes issued upon any
        registration of transfer or exchange of Global Notes or Definitive Notes
        shall be the valid obligations of the Company,

                                       34
<Page>

        evidencing the same debt, and entitled to the same benefits under this
        Indenture, as the Global Notes or Definitive Notes surrendered upon such
        registration of transfer or exchange.

                (v)     The Company shall not be required (A) to issue, to
        register the transfer of or to exchange any Notes during a period
        beginning at the opening of business 15 days before the day of mailing a
        notice of redemption of Notes for redemption under Section 3.02 hereof
        and ending at the close of business on the day of selection, (B) to
        register the transfer of or to exchange any Note so selected for
        redemption in whole or in part, except the unredeemed portion of any
        Note being redeemed in part or (C) to register the transfer of or to
        exchange a Note between a record date and the next succeeding Interest
        Payment Date.

                (vi)    Prior to due presentment for the registration of a
        transfer of any Note, the Trustee, any Agent and the Company may deem
        and treat the Person in whose name any Note is registered as the
        absolute owner of such Note for the purpose of receiving payment of
        principal of and interest on such Notes and for all other purposes, and
        none of the Trustee, any Agent or the Company shall be affected by
        notice to the contrary.

                (vii)   The Trustee shall authenticate Global Notes and
        Definitive Notes in accordance with the provisions of Section 2.02
        hereof.

                (viii)  All certifications, certificates and Opinions of Counsel
        required to be submitted to the Registrar pursuant to this Section 2.06
        to effect a registration of transfer or exchange may be submitted by
        facsimile.

SECTION 2.07.   REPLACEMENT NOTES.

        If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08.   OUTSTANDING NOTES.

        The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

        If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

                                       35
<Page>

        If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

        If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.09.   TREASURY NOTES.

        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, by the Parent Guarantor, by any Subsidiary Guarantor or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company, the Parent Guarantor or such Subsidiary
Guarantor, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

SECTION 2.10.   TEMPORARY NOTES.

        Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

        Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11.   CANCELLATION.

        The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and 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 all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its customary procedures. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation.

SECTION 2.12.   DEFAULTED INTEREST.

        If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, PROVIDED that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                       36
<Page>

SECTION 2.13.   CUSIP NUMBERS.

        The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; PROVIDED that any such 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 affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01.   NOTICES TO TRUSTEE.

        If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02.   SELECTION OF NOTES TO BE REDEEMED.

        If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption as
follows:

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

        (2)     if the Notes are not so listed, on a pro rata basis, by lot
                or in accordance with any other method the Trustee considers
                fair and appropriate.

        Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000, except that if all Notes of a Holder are to be
redeemed, the entire amount of Notes held by such Holder, even if not a multiple
of $1,000, will be redeemed. Notices of redemption shall be mailed by first
class mail at least 10 but not more than 60 days before the redemption date to
each Holder of Notes to be redeemed at its registered address. Notices of
redemption may not be conditional.

        If any Note is to be redeemed in part only, the notice of redemption
that relates to that Note shall state the portion of the principal amount
thereof to be redeemed. An Exchange Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption at the redemption price. On and
after the redemption date, interest ceases to accrue on Notes or portions of
them called for redemption.

SECTION 3.03.   NOTICE OF REDEMPTION.

        Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

                                       37
<Page>

        The notice shall identify the Notes to be redeemed (including CUSIP
number) and shall state:

        (a)     the redemption date;

        (b)     the redemption price;

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

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

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

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

        (g)     the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

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

        At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

SECTION 3.04.   EFFECT OF NOTICE OF REDEMPTION.

        Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE.

        One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

        If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is

                                       38
<Page>

paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06.   NOTES REDEEMED IN PART.

        Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.   OPTIONAL REDEMPTION.

        (a)     Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to June 15, 2007. Thereafter, the Company shall have the option to
redeem all or a part of the Notes upon not less than 10 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on June 15, of the years indicated below:

<Table>
<Caption>
        Year                                                     Percentage
        ----                                                     ----------
        <S>                                                        <C>
        2007.................................................      106.00%
        2008.................................................      103.00%
        2009 and thereafter..................................      100.00%
</Table>

        (b)     At any time prior to June 15, 2006, the Company may on any one
or more occasions redeem an amount of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 112% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date, with the net cash proceeds of one or more equity
offerings by the Company or parent corporation of the Company, the net proceeds
of which are contributed to the common equity of the Company (other than an
offering of Disqualified Stock); PROVIDED that at least $100.0 million of the
aggregate principal amount of the Notes issued under this Indenture remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its subsidiaries) and that such redemption occurs within
90 days of the date of the closing of such equity offering.

        (c)     Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08.   MANDATORY REDEMPTION.

        The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

SECTION 3.09.   OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

        In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (an "ASSET SALE
OFFER"), it shall follow the procedures specified below.

        The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "OFFER PERIOD"). No later than five
Business Days after the termination of the Offer Period (the "PURCHASE DATE"),
the Company shall purchase the principal amount of Notes required to be
purchased

                                       39
<Page>

pursuant to Section 4.10 hereof (the "OFFER AMOUNT") or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

        If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

        Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

        (a)     that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall
remain open;

        (b)     the Offer Amount, the purchase price and the Purchase Date;

        (c)     that any Note not tendered or accepted for payment shall
continue to accrete or accrue interest;

        (d)     that, unless the Company defaults in making such payment, any
Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrete or accrue interest after the Purchase Date;

        (e)     that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may elect to have Notes purchased in integral multiples of
$1,000 only;

        (f)     that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

        (g)     that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;

        (h)     that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a PRO RATA basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

        (i)     that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

                                       40
<Page>

        On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a PRO RATA basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

        Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

SECTION 4.01.   PAYMENT OF NOTES.

        The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. If a Holder of more than
$1,000,000 aggregate principal amount at maturity of Notes delivers wire
transfer instructions to the Company in writing no later than 10 days before the
applicable Interest Payment Date, the Company shall cause the Paying Agent to
transfer all payments of principal, premium, Liquidated Damages, if any, and
interest, to such Holder to be made in accordance with such Holder's wire
transfer instructions.

        The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

SECTION 4.02.   MAINTENANCE OF OFFICE OR AGENCY.

        The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

                                       41
<Page>

        The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

        The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

SECTION 4.03.   REPORTS.

        (a)     Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company and the Parent Guarantor shall
furnish to the Holders of Notes, within 15 days following the time periods
specified in the SEC's rules and regulations: (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company were required to file such forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report on the annual financial statements by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports. Whether
or not required by the rules and regulations of the SEC, the Company shall file
a copy of all the information and reports referred to in clauses (i) and (ii)
above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC will not accept such a filing)
and make such information available to securities analysts and prospective
investors upon request. The Company shall at all times comply with TIA Section
314(a).

        (b)     For so long as any Notes remain outstanding, the Company, the
Parent Guarantor and the Subsidiary Guarantors shall furnish to the Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

        (c)     If any of the Company's Unrestricted Subsidiaries constitute
Significant Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraphs shall 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 its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

SECTION 4.04.   COMPLIANCE CERTIFICATE.

        (a)     The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, the Security Agreements and the Intercreditor
Agreements, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture, the Security Agreements and the Intercreditor Agreements and is not
in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture, the Security Agreements or the Intercreditor
Agreements (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or

                                       42
<Page>

proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

        (b)     So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

        (c)     The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05.   TAXES.

        The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

SECTION 4.06.   STAY, EXTENSION AND USURY LAWS.

        The Company, the Parent Guarantor and each Subsidiary Guarantor
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Company, the Parent Guarantor and each Subsidiary
Guarantor (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, 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 has been enacted.

SECTION 4.07.   RESTRICTED PAYMENTS.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's Equity Interests
(including, without limitation, any payment in connection with any merger or
consolidation involving the Company) or to the direct or indirect holders of the
Company's Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the
Company and cash in lieu of fractional interests not to exceed 1% of the Equity
Interests distributed or paid); (ii) other than pursuant to a Parent Company
Merger, purchase, redeem or otherwise acquire or retire for value (including
without limitation, in connection with any merger or consolidation involving the
Company) any Equity Interests of the Company (other than any such Equity
Interests owned by the Company or any of its Restricted Subsidiaries) or any
Affiliate of the Company (other than any of its Restricted Subsidiaries); (iii)
make any payment on or with respect to, or

                                       43
<Page>

purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated in right of payment to the Notes except a
payment of interest or principal at the Stated Maturity thereof; or (iv) make
any Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as "RESTRICTED
PAYMENTS"), unless, at the time of and after giving effect to such Restricted
Payment:

                (a)     no Default or Event of Default shall have occurred and
        be continuing or would occur as a consequence thereof; and

                (b)     the Company would, at the time of such Restricted
        Payment and after giving pro forma effect thereto as if such Restricted
        Payment had been made at the beginning of the applicable four-quarter
        period, have been permitted to incur at least $1.00 of additional
        Indebtedness pursuant to the Total Consolidated Indebtedness to Adjusted
        Consolidated Operating Cash Flow ratio test set forth in the first
        paragraph of Section 4.09; and

                (c)     such Restricted Payment, together with the aggregate
        amount of all other Restricted Payments made by the Company and its
        Restricted Subsidiaries after the date hereof (excluding Restricted
        Payments permitted by clauses (2), (3) and (4) of the next succeeding
        paragraph), is less than the sum, without duplication of (a) the
        difference between (i) the Cumulative Available Cash Flow determined at
        the time of such Restricted Payment and (ii) 150% of the cumulative
        Consolidated Interest Expense of the Company determined for the period
        commencing on January 29, 2003 and ending on the last day of the latest
        fiscal quarter for which consolidated financial statements of the
        Company are available preceding the date of such Restricted Payment,
        PLUS (b) 100% of the aggregate net cash proceeds received by the Company
        commencing on January 29, 2003 as a contribution to its common equity
        capital or from the issue or sale of Equity Interests of the Company
        (other than Disqualified Stock) or of contributions to the equity
        capital of the Company by Holdings, or from the issue or sale of
        convertible or exchangeable Disqualified Stock or convertible or
        exchangeable debt securities of the Company that have been converted
        into or exchanged for such Equity Interests (other than Equity Interests
        (or Disqualified Stock or debt securities) sold to a Subsidiary of the
        Company), or the fair market value of the consideration (if other than
        cash) from the issue or sale of Equity Interests (other than
        Disqualified Stock) of the Company or of actual or deemed capital
        contributions to the common equity capital of the Company by Holdings
        from the issuance of Equity Interests of Holdings in exchange for the
        retirement of Pari Passu Indebtedness of the Company since January 29,
        2003, PLUS (c) to the extent that any Unrestricted Subsidiary is
        redesignated as a Restricted Subsidiary after the date hereof, the
        lesser of (i) the fair market value of the Company's Investment in such
        Subsidiary as of the date of such redesignation and (ii) such fair
        market value immediately prior to the time such Subsidiary was
        designated as an Unrestricted Subsidiary; PLUS (d) to the extent that
        any Restricted Investment that was made after the date hereof is sold
        for cash or otherwise liquidated or repaid for cash, the lesser of (i)
        the cash return of capital with respect to such Restricted Investment
        (less the cost of disposition, if any) and (ii) the initial amount of
        such Restricted Investment, MINUS (e) the aggregate principal amount of
        Indebtedness then outstanding which was incurred pursuant to clause
        (i)(b) of the definition of "Permitted Debt" in Section 4.09 hereof.

        The foregoing provisions shall not prohibit, so long as no Default has
occurred and is continuing or would be caused thereby, (1) the payment of any
dividend or other distribution within 60 days after the date of declaration
thereof, if at said date of declaration such payment would have complied with
the provisions of this Indenture, and such payment will be deemed to have been
paid on the date of declaration for purposes of the calculation in the foregoing
paragraph; (2) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or of any

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Equity Interests of the Company in exchange for, or out of the net cash proceeds
of the substantially concurrent sale (other than to a Restricted Subsidiary of
the Company) of, Equity Interests of the Company (other than Disqualified Stock)
and cash payments in lieu of fractional interests not to exceed 1% of the Equity
Interests so redeemed, repurchased, retired, defeased or otherwise acquired;
PROVIDED that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from subclause (b) of clause (c) of the preceding paragraph; (3) the
purchase, redemption, defeasance or other acquisition or retirement for value of
subordinated Indebtedness of the Company in exchange for, or out of the net cash
proceeds of a substantially concurrent incurrence (other than to a Restricted
Subsidiary of the Company) of Permitted Refinancing Indebtedness; (4) the
payment of any dividend by a Restricted Subsidiary of the Company to the holders
of its common Equity Interests on a pro rata basis; (5) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company or any Restricted Subsidiary of the Company held by any member of
the Company's (or any of its Restricted Subsidiaries') management pursuant to
any management equity subscription agreement or stock option agreement in effect
as of the date hereof; PROVIDED that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed
$250,000 in any twelve-month period; (6) the purchase of any subordinated
Indebtedness 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, following an Asset Sale in accordance with provisions similar to those
contained in Section 4.10; provided, however, that prior to making any such
purchase the Company has made the Excess Proceeds Offer as provided in such
covenant with respect to the Notes and has purchased all Notes validly tendered
for payment in connection with such Excess Proceeds Offer; (7) making payments
to dissenting shareholders pursuant to applicable law in connection with a
consolidation or merger of the Company made in compliance with the provisions of
this Indenture; (8) Restricted Investments in an amount equal to 100% of Total
Incremental Equity since the date hereof determined as of the date any such
Restricted Investment is made, less the aggregate principal amount of
Indebtedness then outstanding which was incurred pursuant to clause (i)(b) of
the definition of "Permitted Debt" set forth under Section 4.09 hereof; (9) the
purchase of (a) any subordinated Indebtedness of the Company at a purchase price
not greater than 101% of the principal amount or accreted value thereof, as the
case may be, together with accrued interest, if any, in the event of a Change of
Control in accordance with provisions similar to those of Section 4.14 or (b)
any Preferred Stock of the Company at a purchase price not greater than 101% of
the liquidation preference thereof, together with accrued dividends, if any, in
the event of a Change of Control in accordance with provisions similar to those
of Section 4.14; PROVIDED, HOWEVER, that, in each case, prior to such purchase
the Company has made the Change of Control Offer as provided in this Indenture
with respect to the Notes and has purchased all Notes validly tendered for
payment in connection with such Change of Control Offer; (10) the payment of
dividends to Holdings the proceeds of which are used to satisfy ordinary course
administrative expenses of Holdings, but in no event to exceed $1.0 million in
any given fiscal year; and (11) for so long as Holdings files consolidated
income tax returns which include the Company, the payment of any dividend
required pursuant to the Tax Sharing Agreement between the Company and Holdings,
as such is in effect on the date hereof; provided that any such payment made by
the Company to Holdings from time to time shall not exceed the net amount of the
relevant (estimated or final, as the case may be) tax liability that Holdings
actually owes to the appropriate taxing authority at such time; and (12) any
payments required by Section 9.7(b) of the note purchase agreement providing for
the sale and issuance of the notes referred to in clause (3) of the definition
of "January 2003 Financing Transactions."

        The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this covenant shall be determined by the Board of Directors whose good faith
resolution with respect thereto shall be conclusive and shall be delivered to
the Trustee. The Board of Directors' determination must be based upon an opinion
or

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appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $20.0 million. Not later than
the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed, together with a copy of any fairness opinion or
appraisal required by this Indenture.

SECTION 4.08.   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                SUBSIDIARIES.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create 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 any of its Restricted Subsidiaries or with
respect to any other interest or participation in, or measured by, its profits,
or pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries, (b) make loans or advances to the Company or any of its Restricted
Subsidiaries, (c) transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries, or (d) guarantee any Indebtedness of the Company
or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

        (1)     Existing Indebtedness as in effect on the date hereof and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, PROVIDED that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
such Existing Indebtedness, as in effect on the date hereof;

        (2)     this Indenture and the Notes;

        (3)     applicable law;

        (4)     any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, PROVIDED that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred;

        (5)     customary non-assignment provisions in leases or contracts or
real property mortgages or related documents entered into in the ordinary course
of business and consistent with past practices;

        (6)     purchase money obligations, Capital Lease Obligations or
mortgage financings that impose restrictions on the property so acquired of the
nature described in clause (c) of the preceding paragraph;

        (7)     any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Subsidiary pending its sale or
other disposition;

        (8)     Permitted Refinancing Indebtedness, PROVIDED that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;

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        (9)     Liens securing Indebtedness that limit the right of the debtor
to dispose of the assets subject to such Lien;

        (10)    provisions with respect to the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary course
of business; and

        (11)    restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business.

SECTION 4.09.   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "INCUR") any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock; PROVIDED, HOWEVER,
that the Company may incur Indebtedness or issue Disqualified Stock and a
Subsidiary Guarantor may incur Acquired Debt if the ratio of Total Consolidated
Indebtedness to Adjusted Consolidated Operating Cash Flow for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at
less than or equal to 6.0 to 1.0, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock had been issued, as
the case may be, at the beginning of such four-quarter period.

        The provisions of the first paragraph of this Section 4.09 shall not
apply to the incurrence of any of the following items of Indebtedness
(collectively, "PERMITTED DEBT"):

                (i)     the incurrence by the Company or any Subsidiary
        Guarantor of Pari Passu Indebtedness or Satellite Vendor Indebtedness in
        an aggregate principal amount (including the aggregate principal amount
        of all Permitted Refinancing Indebtedness incurred to refund, refinance
        or replace any Indebtedness incurred pursuant to this clause (i)), which
        does not exceed: (a) $500.0 million plus (b) the amount equal to 125% of
        Total Incremental Equity as of the date of such incurrence;

                (ii)    unsecured subordinated Indebtedness or Disqualified
        Stock of the Company 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 Indebtedness
        or Disqualified Stock, as applicable, has a Weighted Average Life to
        Maturity longer than the Weighted Average Life to Maturity of the Notes
        and has a final Stated Maturity of principal later than the Stated
        Maturity of principal of the Notes;

                (iii)   unsecured subordinated Indebtedness 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 Permitted Refinancing
        Indebtedness incurred to refund, refinance or replace any Indebtedness
        or Disqualified Stock, as applicable, incurred pursuant to this clause
        (iii)) 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 to Maturity longer than the

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<Page>

        Weighted Average Life to Maturity of the Notes and has a final Stated
        Maturity of principal later than the Stated Maturity of principal of the
        Notes;

                (iv)    the incurrence by the Company and its Restricted
        Subsidiaries of the Existing Indebtedness and the incurrence by the
        Company and the Restricted Subsidiaries of the Company of Indebtedness
        pursuant to the January 2003 Financing Transactions;

                (v)     the incurrence by the Company and any Subsidiary
        Guarantors of Indebtedness represented by the Notes and any Subsidiary
        Guarantees thereof and the Exchange Notes and any Subsidiary Guarantees
        thereof to be issued pursuant to the Registration Rights Agreement;

                (vi)    the incurrence by the Company or any of its Restricted
        Subsidiaries (other than XM Leasing) of Indebtedness represented by
        Capital Lease Obligations, mortgage financings or purchase money
        obligations, in each case, incurred for the purpose of financing all or
        any part of the purchase price or cost of acquisition, construction or
        improvement of property, plant or equipment used in the business of the
        Company or such Subsidiary, in an aggregate principal amount, including
        all Permitted Refinancing Indebtedness incurred to refund, refinance or
        replace any Indebtedness incurred pursuant to this clause (vi), not to
        exceed $30.0 million at any time outstanding;

                (vii)   the incurrence by the Company or any Subsidiary
        Guarantors or any of its Restricted Subsidiaries, as applicable, of
        Permitted Refinancing Indebtedness in exchange for, or the net proceeds
        of which are used to refund, refinance or replace Indebtedness (other
        than intercompany Indebtedness) that was permitted by this Indenture to
        be incurred under the first paragraph of this covenant or clauses (i),
        (ii), (iii), (iv), (v), (vi), (vii), (xii), (xiii) or (xiv) of this
        paragraph;

                (viii)  the incurrence by the Company or any of its Restricted
        Subsidiaries other than XM Leasing of intercompany Indebtedness between
        or among the Company and any of its Restricted Subsidiaries; PROVIDED,
        HOWEVER, that: (a) if the Company is the obligor on such Indebtedness,
        such Indebtedness must be expressly subordinated to the prior payment in
        full in cash of all Obligations with respect to the Notes; and (b) (i)
        any subsequent issuance or transfer of Equity Interests that results in
        any such Indebtedness being held by a Person other than the Company or a
        Restricted Subsidiary thereof (other than XM Leasing) and (ii) any sale
        or other transfer of any such Indebtedness to a Person that is not
        either the Company or a Restricted Subsidiary (other than XM Leasing)
        thereof; shall be deemed, in each case, to constitute an incurrence of
        such Indebtedness by the Company or such Restricted Subsidiary (other
        than XM Leasing), as the case may be, that was not permitted by this
        clause (viii);

                (ix)    the incurrence by the Company of Hedging Obligations
        that are incurred for the purpose of fixing or hedging (x) interest rate
        risk with respect to any floating rate Indebtedness that is permitted by
        the terms of this Indenture to be outstanding or (y) fluctuation in
        currency values;

                (x)     the accrual of interest, the accretion or amortization
        of original issue discount, the payment of interest on any Indebtedness
        in the form of additional Indebtedness with the same terms, and the
        payment of dividends on Disqualified Stock in the form of additional
        shares of the same class of Disqualified Stock will not be deemed to be
        an incurrence of Indebtedness or an issuance of Disqualified Stock for
        purposes of this covenant;

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<Page>

                (xi)    the incurrence by the Company of additional Indebtedness
        (including Acquired Debt) or Disqualified Stock in an aggregate
        principal amount (or liquidation preference or accreted value, as
        applicable) at any time outstanding, including all Permitted Refinancing
        Indebtedness incurred to refund, refinance or replace any Indebtedness
        or Disqualified Stock incurred pursuant to this clause (xi), not to
        exceed $30.0 million;

                (xii)   Indebtedness the proceeds of which are utilized solely
        to finance working capital in an aggregate principal amount not to
        exceed the lesser of (a) $50.0 million and (b) 80% of Qualified
        Receivables;

                (xiii)  from and after any Parent Company Merger, Indebtedness
        of Holdings in existence on the date hereof;

                (xiv)   any Qualified Sale and Leaseback Transaction; and

                (xv)    any Indebtedness of XM Leasing when taken together with
        all amounts permitted by Clause (14) of the definition of "Permitted
        Investments" not exceeding $5.0 million outstanding at any time.

        The Company will not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Notes on substantially identical terms; provided,
however, that no Indebtedness of the Company shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured.

        For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xv) above or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.09 and such item of Indebtedness
shall be treated as having been incurred pursuant to only one of such clauses or
pursuant to the first paragraph of this Section 4.09.

SECTION 4.10.   ASSET SALES.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to consummate an Asset Sale unless (x) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of; (y) such fair market value
shall be determined by the Company's Board of Directors (whose good faith
determination shall be conclusive) and evidenced by a Board Resolution set forth
in an Officers' Certificate delivered to the Trustee; and (z) at least 75% of
the consideration received therefor by the Company or such Restricted Subsidiary
is in the form of cash or Cash Equivalents.

        For purposes of this provision, each of the following shall be deemed to
be cash:

        (a)     any liabilities (as shown on the Company's or such Restricted
                Subsidiary's most recent balance sheet or in the notes thereto)
                of the Company or any Restricted Subsidiary (other than
                contingent liabilities and liabilities that are by their terms
                subordinated to the notes or any guarantee thereof) that are
                assumed by the transferee of any such assets pursuant to a

                                       49
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                customary novation agreement that releases the Company or such
                Restricted Subsidiary from further liability; and

        (b)     any securities, notes or other obligations received by the
                Company or any such Restricted Subsidiary from such transferee
                that are converted by the Company or such Restricted Subsidiary
                into cash (to the extent of the cash received in that
                conversion) within 30 days of the receipt thereof.

        Any Restricted Payment that is permitted by Section 4.07 hereof will not
be deemed to be an Asset Sale.

        Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may (a) apply the Net Proceeds from such Asset Sale, at its
option, (i) to acquire all or substantially all of the assets of, or a majority
of the Voting Stock of, another Permitted Business, or Voting Stock of a
Restricted Subsidiary engaged in a Permitted Business (other than any such
Voting Stock owned or held by a Restricted Subsidiary), (ii) to make a capital
expenditure, or (iii) to acquire other assets that are used or useful in a
Permitted Business that have an expected useful life of one year or longer; (b)
enter into a legally binding agreement to apply such Net Proceeds as described
in the preceding clause (a) within six months after such agreement is entered
into and apply such Net Proceeds in accordance with the terms of such agreement
or the provisions of clause (a) above; provided that if such agreement
terminates the Company shall have until the earlier of (i) 90 days after the
date of such termination and (ii) six months after the date of the Asset Sale
resulting in such Net Proceeds to effect such an application; or (c) to
permanently repay (and reduce the commitments with respect to) Pari Passu
Indebtedness. Pending the final application of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture. Any
Net Proceeds from such Asset Sale that are not finally applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"EXCESS PROCEEDS." Within five days of each date on which the aggregate amount
of Excess Proceeds exceeds $10 million, the Company shall commence an Asset Sale
Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of
Pari Passu Indebtedness containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount, or if applicable,
accreted value, of notes and such other PARI PASSU Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
will be equal to 100% of the principal amount (or accreted value, if applicable,
of such Indebtedness plus accrued and unpaid interest of any Liquidated Damages,
if any) to the date fixed for the closing of such offer, in accordance with the
procedures set forth in Section 3.09 hereof. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by the indenture. If the aggregate
principal amount of notes and principal amount (or, if applicable, accreted
value) of such other PARI PASSU Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other PARI PASSU Indebtedness to be purchased on a pro rata basis based on
the principal amount (or, if applicable, accreted value) of Notes and such other
PARI PASSU Indebtedness tendered. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be deemed to be reset at zero.

        The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

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SECTION 4.11.   TRANSACTIONS WITH AFFILIATES.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "AFFILIATE TRANSACTION"), unless: (a) such Affiliate
Transaction is on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and (b) the Company delivers to the Trustee (i) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $5.0 million, a resolution of the
Board of Directors set forth in an Officers' Certificate certifying that such
Affiliate Transaction complies with this covenant and, if an opinion meeting the
requirements set forth in clause (ii) of this paragraph has not been obtained,
that such Affiliate Transaction has been approved by a majority of the members
of the Board of Directors who have no direct financial interest in such
Affiliate Transaction other than as a stockholder of the Company or Holdings and
(ii) with respect to (x) any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $20.0
million, or (y) any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million where
none of the members of the Board of Directors qualify as having no direct
financial interest in such Affiliate Transaction (other than as a stockholder of
the Company or Holdings), an opinion as to the fairness to the Company or such
Restricted Subsidiary of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing; PROVIDED HOWEVER that the following items shall not be deemed to be
Affiliate Transactions and, therefore, will not be subject to the provisions of
this paragraph:

        (1)     any transaction by the Company or any Restricted Subsidiary with
an Affiliate directly related to the purchase, sale or distribution of products
in the ordinary course of business consistent with industry practice which has
been approved by a majority of the members of the Board of Directors who are
disinterested with respect to such transaction;

        (2)     any employment agreement or arrangement or employee benefit plan
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business of the Company or such Restricted Subsidiary;

        (3)     transactions between or among the Company and/or its Restricted
Subsidiaries;

        (4)     payment of reasonable directors fees and provisions of customary
indemnification to directors, officers and employees of the Company and its
Restricted Subsidiaries;

        (5)     sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company;

        (6)     Restricted Payments that are permitted by the provisions of
Section 4.07 hereof and under clauses (8) and (9) of the definition of
"Permitted Investments";

        (7)     transactions pursuant to the Tax Sharing Agreement;

        (8)     contractual arrangements existing on the date hereof, and any
renewals, extensions, implementations or modifications thereof that are not
materially adverse to the Holders;

        (9)     the January 2003 Financing Transactions; and

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        (10)    the Parent Company Merger.

SECTION 4.12.   LIENS.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired.

SECTION 4.13.   CORPORATE EXISTENCE.

        Subject to Article 5 hereof, the Company, the Parent Guarantor and each
Subsidiary Guarantor shall use its reasonable best efforts to preserve and keep
in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company, the Parent Guarantor, each Subsidiary Guarantor or any
such Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company, the Parent Guarantor, each Subsidiary Guarantor and
any such Subsidiaries; PROVIDED, HOWEVER, that the Company, the Parent Guarantor
and the Subsidiary Guarantors shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company, the Parent Guarantor, each Subsidiary Guarantor and any such
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes, PROVIDED, however, that nothing in
this Section 4.13 shall prohibit a Parent Company Merger.

SECTION 4.14.   OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

        (a)     Upon the occurrence of a Change of Control, the Company shall
make an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof (plus accrued and unpaid interest and Liquidated Damages thereon, if
any) to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
stating: (1) that the Change of Control Offer is being made pursuant to this
Section 4.14 and that all Notes tendered will be accepted for payment; (2) the
purchase price and the purchase date, which shall be no earlier than 30 and no
later than 60 calendar days from the date such notice is mailed (the "CHANGE OF
CONTROL PAYMENT DATE"); (3) that any Note not tendered will continue to accrue
interest; (4) that, unless the Company defaults in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment
Date; (5) that Holders electing to have any Notes purchased pursuant to a Change
of Control Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have the Notes purchased; and (7) that Holders whose Notes are being purchased
only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount or an integral multiple thereof. The Company
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes in
connection with a Change of Control. To the extent that the

                                       52
<Page>

provisions of any securities laws or regulations conflict with the Change of
Control provisions of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of this
Indenture by virtue of such conflict.

        (b)     On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered by such Holder, if any; PROVIDED, that each such new Note
shall be in a principal amount of $1,000 or an integral multiple thereof. The
Company shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

        (c)     The Company shall not be required to make a Change of Control
Offer upon 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 Indenture 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.

SECTION 4.15.   SALE AND LEASEBACK TRANSACTIONS.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; PROVIDED that
the Company and/or one or more Restricted Subsidiaries may enter into a sale and
leaseback transaction if (i) the lease is for a period, including renewal
rights, of not in excess of five years; (ii) the transaction is solely between
Restricted Subsidiaries that are not Subsidiary Guarantors; (iii) such
transaction is entered into solely by the Company or by the Company and/or one
or more Restricted Subsidiaries (other than XM Leasing) within 12 months after
the sale or transfer of any assets or properties is completed, applies an amount
not less than the Net Proceeds received from such sale in accordance with
Section 4.10 hereof; or (iv) such sale and leaseback transaction is a Qualified
Sale and Leaseback Transaction.

SECTION 4.16.   LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN
                RESTRICTED SUBSIDIARIES.

        The Company (i) shall not, and shall not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any Restricted Subsidiary of the Company that owns, operates
or otherwise has the right to use Core XM Radio Assets to any Person and (ii)
shall not permit any Restricted Subsidiary of the Company to issue any of its
Equity Interests other than:

        (a)     to the Company or a Restricted Subsidiary of the Company;

        (b)     issuances of director's qualifying shares to the extent
necessary to comply with applicable law;

                                       53
<Page>

        (c)     to the extent required by applicable law, issuances or transfers
to nationals of the jurisdiction in which a Restricted Subsidiary is organized
in an amount not to exceed 1% of the total Equity Interests of such Restricted
Subsidiary;

        (d)     distributions of Capital Stock other than Disqualified Stock to
all common shareholders of a Restricted Subsidiary on a pro rata basis; or

        (e)     the sale of all the Equity Interests in such Restricted
Subsidiary; provided that the cash Net Proceeds from such transfer, conveyance,
sale, lease or other disposition are applied in accordance with Section 4.10
hereof.

SECTION 4.17.   PAYMENTS FOR CONSENT.

        Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes 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 be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 4.18.   INSURANCE

        (a)     The Company shall obtain prior to the launch of each satellite
and shall maintain launch insurance with respect to each satellite launch
covering the period from the launch to 180 days following the launch of each
satellite in an amount equal to or greater than the sum of (1) the cost to
replace such satellite with a satellite of comparable or superior technological
capability (as determined by the Board of Directors, whose determination shall
be conclusive and evidenced by a Board Resolution) and having at least as much
transmission capacity as the satellite to be replaced, (2) the cost to launch a
replacement satellite pursuant to the contract whereby a replacement satellite
will be launched and (3) the cost of launch insurance for such replacement or,
in the event that the Company has reason to believe that the cost of obtaining
comparable insurance for a replacement would be materially higher, the Company's
best estimate of the cost of such comparable insurance in each case such costs
being determined as of the date such insurance is procured by the Board of
Directors whose determination shall be conclusive and evidenced by a Board
Resolution). Notwithstanding the foregoing, at any time when the Company has two
primary satellites in-orbit and fully functioning, the Company shall not be
obligated to obtain insurance pursuant to this paragraph (a) with respect to the
launch of any satellite that the Company does not intend to use as a replacement
for one of the satellites used by the Company to provide the XM Radio Service.

        (b)     The Company shall maintain full in-orbit insurance with respect
to each satellite it owns and launches in an amount at least equal to the sum of
(1) the cost to replace such satellite with a satellite of comparable or
superior technological capability (as determined by the Board of Directors,
whose determination shall be conclusive and evidenced by a Board Resolution) and
having at least as much transmission capacity as the satellite to be replaced
(or such percentage of replacement value as is then reasonably obtainable in the
insurance market at a commercially reasonable cost), (2) the cost to launch a
replacement satellite pursuant to the contract pursuant to which a replacement
satellite will be launched and (3) the cost of launch insurance for such
replacement or, in the event that the Company has reason to believe that the
cost of obtaining comparable insurance for a replacement would be materially
higher, the Company's best estimate of the cost of such comparable insurance
(provided, however, that with respect to any satellite as to which there has
been an insured loss, the required amount of such insurance shall equal the
lesser of such sum and the amount reasonably obtainable in the insurance market
at a

                                       54
<Page>

commercially reasonable cost, as determined by the Board of Directors whose
determination shall be conclusive and evidenced by a Board Resolution). The
in-orbit insurance required by this paragraph shall provide that if 50% or more
of a satellite's capacity is lost, the full amount of insurance shall become due
and payable, and that if a satellite is able to maintain more than 50% but less
than 100% of its capacity, a portion of such insurance shall become due and
payable.

        (c)     In the event that the Company receives proceeds from insurance
relating to any satellite, the Company shall be entitled to use all or any
portion of such proceeds for any purpose, including (1) to repay any vendor or
third-party purchase money financing pertaining to such satellite that is
required to be repaid by reason of the loss giving rise to such insurance
proceeds, (2) to develop and construct a replacement satellite; or (3) general
corporate purposes

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01.   MERGER, CONSOLIDATION, OR SALE OF ASSETS.

        The Company shall not, directly or indirectly, consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets of the Company and its Restricted Subsidiaries taken as a
whole, in one or more related transactions to, another Person unless (i) the
Company is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia, (ii) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Intercreditor
Agreement, the Security Agreement, the Notes and this Indenture pursuant to
agreements in a form reasonably satisfactory to the Trustee, (iii) immediately
after such transaction, no Default or Event of Default exists and (iv) the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made shall have Consolidated Net
Worth immediately after the transaction equal to or greater than the
Consolidated Net Worth of the Company immediately preceding the transaction. In
addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
be applicable to a consolidation, merger, sale, assignment, transfer, conveyance
or other disposition of properties or assets between or among (i) the Company
and its Wholly Owned Restricted Subsidiaries or (ii) the Company and Holdings.

SECTION 5.02.   SUCCESSOR CORPORATION SUBSTITUTED.

        Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; PROVIDED, HOWEVER, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,

                                       55
<Page>

transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01.   EVENTS OF DEFAULT AND REMEDIES.

        An "Event of Default" occurs if:

        (a)     the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for 30
days;

        (b)     the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise;

        (c)     the Company defaults in the performance, or breaches the
provisions of Section 5.01 hereof, the Company fails to make or consummate a
Change of Control Offer in accordance with the Provisions of Section 4.14 or the
Company fails to make or consummate an Asset Sale Offer in accordance with the
provisions of Section 4.10 hereof;

        (d)     the Company or any of its Restricted Subsidiaries fails to
observe or perform any other covenant or other agreement in this Indenture, the
Notes, either of the Security Agreement or either of the Intercreditor
Agreements for 60 days after notice to the Company by the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class;

        (e)     a default occurs under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date hereof, which default results in the acceleration of
such Indebtedness prior to its express maturity or is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default") and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $10.0 million or more;

        (f)     a final nonappealable judgment or final nonappealable judgments
for the payment of money are entered by a court or courts of competent
jurisdiction against the Company or any of its Restricted Subsidiaries and such
judgment or judgments remain undischarged for a period (during which execution
shall not be effectively stayed) of 60 days, PROVIDED that the aggregate of all
such undischarged judgments exceeds $10.0 million (net of any amounts with
respect to which a reputable and creditworthy insurance company has acknowledged
liability in writing);

        (g)     the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                (i)     commences a voluntary case,

                                       56
<Page>

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

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

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

                (v)     generally can not pay its debts as they become due;

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

                (i)     is for relief against the Company or any of its
        Significant Subsidiaries or any group of Subsidiaries that, taken as a
        whole, would constitute a Significant Subsidiary in an involuntary case;

                (ii)    appoints a custodian of the Company or any of its
        Significant Subsidiaries or any group of Subsidiaries that, taken as a
        whole, would constitute a Significant Subsidiary or for all or
        substantially all of the property of the Company or any of its
        Significant Subsidiaries or any group of Subsidiaries that, taken as a
        whole, would constitute a Significant Subsidiary; or

                (iii)   orders the liquidation of the Company or any of its
        Significant Subsidiaries or any group of Subsidiaries that, taken as a
        whole, would constitute a Significant Subsidiary

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

        (i)     the Company or Parent Guarantor repudiates any of its
obligations under either of the Security Agreements or either of the
Intercreditor Agreements, or either of the Security Agreements or either of the
Intercreditor Agreements is held in any judicial proceeding to be unenforceable
or invalid or ceases for any reason to be in full force and effect; or

        (j)     any Indenture Guarantee is held in a judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect
(except pursuant to its terms or pursuant to the terms of the Indenture) or any
Subsidiary Guarantor shall deny or disaffirm its Obligations under its Indenture
Guarantee.

SECTION 6.02.   ACCELERATION.

        In the case of an Event of Default specified in clause (g) or (h) of
Section 6.01 hereof with respect to the Company, any Significant Subsidiary or
any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, the principal amount of all outstanding notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately. Upon any such declaration, the Notes shall become
due and payable immediately. Holders of the Notes may not enforce this Indenture
or the Notes except as provided herein. Except where such (x) would conflict
with applicable law or this Indenture or (y) may involve the Trustee in personal
liability (for which the Trustee has not been indemnified as provided in this
Indenture), Holders of a majority in principal amount of outstanding Notes may
direct the Trustee in its exercise of any trust power. The Trustee may withhold
from Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal
amount, premium or interest) if it determines that withholding notice is in
their interest. The

                                       57
<Page>

Holders of not less than a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of all of the Holders
waive any existing Default or Event of Default and its consequences hereunder
except a continuing Default or Event of Default in the payment of interest or
Liquidated Damages on, or the principal amount of, the Notes.

        In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to Section
3.07 hereof, an equivalent premium shall also become and be immediately due and
payable, to the extent permitted by law upon the acceleration of the principal
amount of the Notes. If an Event of Default occurs prior to June 15, 2007 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding the prohibition on redemption of
the Notes prior to such date, then the premium specified herein shall also
become immediately due and payable to the extent permitted by law upon the
acceleration of the principal amount of the Notes.

<Table>
<Caption>
        YEAR                                                 PERCENTAGE
        ----                                                 ----------
        <S>                                                  <C>
        2003...............................................  112.00%
        2004...............................................  110.50%
        2005...............................................  109.00%
        2006...............................................  107.50%
</Table>

        The Company is required to deliver to the Trustee annually an Officer's
Certificate regarding compliance herewith. Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee an Officer's
Certificate specifying such Default or Event of Default.

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, premium and Liquidated
Damages, if any, and 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 Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04.   WAIVER OF PAST DEFAULTS.

        Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (PROVIDED,
HOWEVER, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                                       58
<Page>

SECTION 6.05.   CONTROL BY MAJORITY.

        Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

SECTION 6.06.   LIMITATION ON SUITS.

        A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

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

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

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

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

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

        A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

SECTION 6.07.   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder;
PROVIDED that a Holder shall not have the right to institute any such suit for
the enforcement of payment if and to the extent that the institution or
prosecution thereof or the entry of judgment therein would, under applicable
law, result in the surrender, impairment, waiver or loss of the Lien of this
Indenture upon any property subject to such Lien.

SECTION 6.08.   COLLECTION SUIT BY TRUSTEE.

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

                                       59
<Page>

SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.

        The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.   PRIORITIES.

        If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

                FIRST:  to the Trustee, its agents and attorneys for amounts due
        under Section 7.07 hereof, including payment of all compensation,
        expense and liabilities incurred, and all advances made, by the Trustee
        and the costs and expenses of collection;

                SECOND: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, premium and Liquidated Damages, if any, and
        interest, ratably, without preference or priority of any kind, according
        to the amounts due and payable on the Notes for principal, premium and
        Liquidated Damages, if any and interest, respectively; and

                THIRD:  to the Company or to such party as a court of competent
        jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.   UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note

                                       60
<Page>

pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then 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 such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

                (i)     the duties of the Trustee shall be determined solely by
        the express provisions of this Indenture and the Trustee need perform
        only those duties that are specifically set forth in this Indenture and
        no others, and no implied covenants or obligations shall be read into
        this Indenture against the Trustee; and

                (ii)    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, in the case of any such certificates or opinions
        which by any provision hereof are specifically required to be furnished
        to the Trustee, the Trustee shall be under a duty to examine the same 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 liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

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

                (ii)    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

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

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

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

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

SECTION 7.02.   RIGHTS OF TRUSTEE.

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

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

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

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

        (e)     Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company and any demand, request, direction or notice
from the Parent Guarantor or any Subsidiary Guarantor shall be sufficient if
signed by an Officer of the Parent Guarantor or such Subsidiary Guarantor, as
applicable.

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

        (g)     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.

        (h)     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.

        (i)     The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

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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 any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.   TRUSTEE'S DISCLAIMER.

        The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05.   NOTICE OF DEFAULTS.

        If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

        Within 60 days after each May 15 beginning with the May 15 following the
date hereof, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

        A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA Section 313(d). The Company
shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.07.   COMPENSATION AND INDEMNITY.

        The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as shall be agreed
in writing from time to time between the Company and the Trustee. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

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        The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
reasonable costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

        The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

        To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

        The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

SECTION 7.08.   REPLACEMENT OF TRUSTEE.

        A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

        The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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

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

        (c)     a custodian or public officer takes charge of the Trustee or its
property; or

        (d)     the Trustee becomes incapable of acting.

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

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        If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee.

        If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, PROVIDED all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.

        If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION.

        There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

        This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

        The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

        The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

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SECTION 8.02.   LEGAL DEFEASANCE AND DISCHARGE.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company, the Parent Guarantor and the
Subsidiary Guarantors shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes on the date the conditions set
forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose,
Legal Defeasance means that the Company, the Parent Guarantor and the Subsidiary
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the aggregate principal amount of, premium, if any, and interest on
such Notes when such payments are due, (b) the Company's, the Parent Guarantor's
and the Subsidiary Guarantors' obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's, the Parent Guarantor's
and the Subsidiary Guarantors' obligations in connection therewith and (d) this
Article Eight. Subject to compliance with this Article Eight, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

SECTION 8.03.   COVENANT DEFEASANCE.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 3.09, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and 4.18 hereof and clause (iv) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

SECTION 8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

        The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

        In order to exercise either Legal Defeasance or Covenant Defeasance:

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        (a)     the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the aggregate principal amount of, or interest and premium,
if any, on the outstanding Notes on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

        (b)     in the case of an election under Section 8.02 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

        (c)     in the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes 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;

        (d)     no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article Eight
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

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

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

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

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

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        Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the written
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.05.   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                OTHER MISCELLANEOUS PROVISIONS.

        Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of aggregate principal amount, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

        Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06.   REPAYMENT TO COMPANY.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the aggregate principal amount of,
premium, if any, or interest on any Note and remaining unclaimed for two years
after such aggregate principal amount, and premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

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SECTION 8.07.   REINSTATEMENT.

        If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and any Guarantors' obligations under this
Indenture, the Notes and the Indenture Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
PROVIDED, HOWEVER, that, if the Company makes any payment of aggregate principal
amount of, premium and Liquidated Damages, if any, or interest on any Note
following 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 held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.   WITHOUT CONSENT OF HOLDERS OF NOTES.

        Notwithstanding Section 9.02 of this Indenture, the Company, the Parent
Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement
this Indenture, the Notes, the Indenture Guarantees, either of the Security
Agreements or either of the Intercreditor Agreements without the consent of any
Holder of a Note:

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

        (b)     to provide for uncertificated Notes in addition to or in place
of certificated Notes or to alter the provisions of Article 2 hereof (including
the related definitions) in a manner that does not materially adversely affect
any Holder;

        (c)     to provide for the assumption of the Company's obligations to
the Holders of the Notes by a successor to the Company pursuant to Article 5
hereof;

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

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

        (f)     to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof; or

        (g)     to add a Subsidiary Guarantor pursuant to Section 11.05.

        Upon the request of the Company, the Parent Guarantor and the Subsidiary
Guarantors accompanied by a resolution of each of their Boards of Directors
authorizing the execution of any such amended or supplemental Indenture,
Indenture Guarantee, Security Agreement or Intercreditor Agreement and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company, the Parent Guarantor and the Subsidiary
Guarantors in the execution of (or, in the case of any Security Agreement,
directing the Collateral Agent to execute) any amended or supplemental
Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement
authorized

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or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into (or, if applicable, direct the Collateral Agent
to enter into) such amended or supplemental Indenture, Indenture Guarantee,
Security Agreement or Intercreditor Agreement that affects its own rights,
duties or immunities under this Indenture or otherwise..

SECTION 9.02.   WITH CONSENT OF HOLDERS OF NOTES.

        Except as provided below in this Section 9.02, the Company, the Parent
Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement
this Indenture (including Section 3.09, 4.10 and 4.14 hereof), the Notes, the
Indenture Guarantees, either of the Security Agreements and either of the
Intercreditor Agreements with the consent of the Holders of at least a majority
in principal amount at maturity of the Notes (including Additional Notes, if
any) then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Notes, the Indenture
Guarantees, either of the Security Agreements or either of the Intercreditor
Agreements may be waived with the consent of the Holders of a majority in
principal amount at maturity of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Notwithstanding anything to the contrary contained in the Indenture,
each of the Security Agreements may also be amended pursuant to the terms of the
applicable Intercreditor Agreement without the consent of the Holders of at
least a majority in principal amount at maturity of the Notes.

        Upon the request of the Company, the Parent Guarantor and the Subsidiary
Guarantors accompanied by a resolution of each of their Boards of Directors
authorizing the execution of any such amended or supplemental Indenture,
Indenture Guarantee, Security Agreement or Intercreditor Agreement, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent
of the Holders of Notes as aforesaid, if necessary, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company, the Parent Guarantor and the Subsidiary Guarantors in the
execution of (or, in the case of any Security Agreement, directing the
Collateral Agent to execute) such amended or supplemental Indenture, Indenture
Guarantee, Security Agreement or Intercreditor Agreement unless such amended or
supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor
Agreement directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into (or, if applicable, direct the
Collateral Agent to enter into) such amended or supplemental Indenture,
Indenture Guarantee, Security Agreement or Intercreditor Agreement.

        It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

        After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount at maturity of the Notes (including
Additional Notes, if any) then outstanding voting as a single class may waive

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compliance in a particular instance by the Company with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a non-consenting Holder):

        (a)     reduce the principal amount at maturity of Notes whose Holders
must consent to an amendment, supplement or waiver;

        (b)     reduce the principal amount of or change the fixed maturity of
any Note or alter or waive any of the provisions with respect to the redemption
of the Notes except as provided above with respect to Sections 3.09, 4.10 and
4.14 hereof;

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

        (d)     waive a Default or Event of Default in the payment of Accreted
Value of, or interest or premium or Liquidated Damages, if any, on, the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount at maturity of the then outstanding Notes
(including Additional Notes, if any) and a waiver of the payment default that
resulted from such acceleration);

        (e)     make any Note payable in money other than that stated in the
Notes;

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

        (g)     waive a redemption payment with respect to any Note other than a
payment required by Sections 3.09, 4.10 and 4.14 hereof;

        (h)     release any portion of the Collateral from the Lien of the
Security Agreements, except in accordance with the terms thereof;

        (i)     release any Guarantor from its Obligations under the Indenture
or its Indenture Guarantee except as in accordance therewith; or

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

SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT.

        Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect..

SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS.

        Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver,

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supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

SECTION 9.05.   NOTATION ON OR EXCHANGE OF NOTES.

        The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

        Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC.

        The Trustee shall sign any amended or supplemental Indenture, Indenture
Guarantee, Security Agreement or Intercreditor Agreement authorized pursuant to
this Article Nine if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. Each of the Company,
the Parent Guarantor and the Subsidiary Guarantors may not sign an amendment or
supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor
Agreement until its Board of Directors approves it. In executing any amended or
supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor
Agreement, the Trustee shall receive and (subject to Section 7.01 hereof) shall
be fully protected in relying upon, in addition to the documents required by
Section 13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating
that the execution of such amended or supplemental Indenture, Indenture
Guarantee, Security Agreement or Intercreditor Agreement is authorized or
permitted by this Indenture.

                                   ARTICLE 10.
                               SECURITY AGREEMENTS

SECTION 10.01.  SECURITY AGREEMENTS.

        The due and punctual payment of the aggregate principal amount of,
premium and Liquidated Damages, if any, and interest on the Notes when and as
the same shall be due and payable, whether on an interest payment date, at
maturity, by acceleration, repurchase, redemption or otherwise, and interest on
the overdue principal of and interest (to the extent permitted by law) on the
Notes and performance of all other obligations of the Company, the Parent
Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee
under this Indenture, the Notes and the Indenture Guarantees, according to the
terms hereunder or thereunder, shall be secured as provided in (a) the FCC
License Subsidiary Security Agreement and (b) the General Security Agreement.
Each Holder of Notes, by its acceptance thereof, consents and agrees to the
terms of the Security Agreements and the related Intercreditor Agreements
(including, without limitation, the provisions providing for foreclosure and
release of Collateral) as the same may be in effect or may be amended from time
to time in accordance with their terms and authorizes and directs the Trustee
and the Collateral Agent to enter into the Security Agreements and to perform
its obligations and exercise its rights thereunder in accordance therewith. The
Company, the Parent Guarantor and each of the Subsidiary Guarantors shall
deliver to the Trustee copies of all documents delivered to the Collateral Agent
pursuant to the Security Agreements, and shall do or cause to be done all such
acts and things as may be required by the provisions of the Security Agreements,
to assure and confirm to the Trustee and the Collateral Agent the security
interest in the Collateral contemplated hereby, by the Security Agreements and
the Intercreditor Agreements or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this

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Indenture and of the Notes secured hereby, according to the intent and purposes
herein expressed. The Company, the Parent Guarantor and each of the Subsidiary
Guarantors shall take, or shall cause its Subsidiaries to take, upon request of
the Trustee, any and all actions required under the Security Agreements to
create and maintain, as security for the Obligations of the Company, the Parent
Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture
Guarantees and under certain other Indebtedness, as applicable, a valid and
enforceable perfected first priority Lien in and on all the Collateral, in favor
of the Collateral Agent for the benefit of the Holders of Notes and the holders
of such other Indebtedness, superior to and prior to the rights of all third
Persons and subject to no Liens other than Permitted Liens.

SECTION 10.02.  RECORDING AND OPINIONS.

        (a)     The Company shall furnish to the Trustee simultaneously with the
execution and delivery of this Indenture an Opinion of Counsel either (i)
stating that in the opinion of such counsel all action has been taken with
respect to the recording, registering and filing of this Indenture, financing
statements or other instruments as is necessary to make effective the Liens
intended to be created by the Security Agreements and to perfect the Liens (to
the extent perfection is required under the Security Agreements and possible by
filing in the jurisdiction of organization), and reciting with respect to the
security interests in the Collateral, the details of such action, or (ii)
stating that, in the opinion of such counsel, no such action is necessary to
make such Liens effective or perfected, in each case, subject to customary
assumptions and exclusions.

        (b)     The Company shall furnish to the Collateral Agent and the
Trustee within three months after each anniversary of the date of the initial
issuance of the Notes, beginning with 2004, an Opinion of Counsel, dated as of
the date such opinion is delivered and subject to customary assumptions and
exclusions, either (i) (A) stating that, in the opinion of such counsel, all
action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and refiling of all supplemental indentures,
financing statements, continuation statements or other instruments of further
assurance as is necessary to maintain the effectiveness and perfection of the
Liens of the Security Agreements (to the extent perfection is required under the
Security Agreements and possible by filing in the jurisdiction of organization)
and reciting with respect to the security interests in the Collateral the
details of such action or referring to prior Opinions of Counsel in which such
details are given, and (B) stating that, based on relevant laws as in effect on
the date of such Opinion of Counsel, what actions, if any, are necessary to
maintain the effectiveness and perfection of such Liens during the succeeding 12
months (to the extent perfection is required under the Security Agreements and
possible by filing in the jurisdiction of organization), or (ii) stating that,
in the opinion of such counsel, no action is necessary to maintain the
effectiveness and perfection of such Liens as of such date (to the extent
perfection is required under the Security Agreements and possible by filing in
the jurisdiction of organization).

        (c)     The Company shall otherwise comply with the provisions of TIA
Section 314(b).

SECTION 10.03.  RELEASE OF COLLATERAL.

        (a)     Collateral may be released only in accordance with the terms of
the Security Agreements and the Intercreditor Agreements.

        (b)     At any time when a Default or Event of Default shall have
occurred and be continuing and the maturity of the Notes shall have been
accelerated (whether by declaration or otherwise) and the Trustee shall have
delivered a notice of acceleration to the Collateral Agent, no release of
Collateral pursuant to the provisions of the Security Agreements or the
Intercreditor Agreements shall be effective as against the Holders of Notes.

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        (c)     The release of any Collateral from the terms of this Indenture
and the Security Agreements and Intercreditor Agreements shall not be deemed to
impair the security under this Indenture and the Liens in favor of the
Collateral Agent on the remaining Collateral in contravention of the provisions
hereof if and to the extent the Collateral is released pursuant to the terms of
the Security Agreements and the Intercreditor Agreements. To the extent
applicable, the Company shall cause TIA Section 313(b), relating to reports, and
TIA Section 314(d), relating to the release of property or securities from the
Lien and security interest of the Security Agreements and relating to the
substitution therefor of any property or securities to be subjected to the Lien
and security interest of the Security Agreements, to be complied with. Any
certificate or opinion required by TIA Section 314(d) may be made by an Officer
of the Company except in cases where TIA Section 314(d) requires that such
certificate or opinion be made by an independent Person, which Person shall be
an independent engineer, appraiser or other expert selected or approved by the
Trustee in the exercise of reasonable care.

        (d)     At any time that the Company or a Subsidiary Guarantor may incur
a Lien in accordance with this Indenture, and furnishes the Trustee with an
Officers' Certificate stating that such incurrence complies with the terms of
this Indenture, the Trustee shall deliver a certificate to the Collateral Agent
setting forth such determination.

SECTION 10.04.  CERTIFICATES OF THE COMPANY.

        The Company shall furnish to the Trustee and the Collateral Agent, prior
to each proposed release of Collateral pursuant to the Security Agreements and
the Intercreditor Agreements, all documents required by TIA Section 314(d). The
Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents.

SECTION 10.05.  CERTIFICATES OF THE TRUSTEE.

        In the event that the Company wishes to obtain the Trustee's
acknowledgement of a release Collateral in accordance with the Security
Agreements and the Intercreditor Agreements and has delivered the certificates
and documents required by the Security Agreements, the Intercreditor Agreements
and Sections 10.03 and 10.04 hereof, the Trustee shall determine whether it has
received all documentation required by TIA Section 314(d) in connection with
such release and, based on such determination, shall deliver a certificate to
the Collateral Agent setting forth such determination.

SECTION 10.06.  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
                SECURITY AGREEMENTS AND THE INTERCREDITOR AGREEMENTS.

        Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee
may, in its sole discretion and without the consent of the Holders of Notes,
direct, on behalf of the Holders of Notes, the Collateral Agent to take all
actions it deems necessary or appropriate in order to (a) enforce any of the
terms of the Security Agreements and the Intercreditor Agreements and (b)
collect and receive any and all amounts payable in respect of the Obligations of
the Company, the Parent Guarantor or any Subsidiary Guarantor hereunder. The
Trustee shall have power to institute and maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Security Agreements, the
Intercreditor Agreements or this Indenture, and such suits and proceedings as
the Trustee may deem expedient to preserve or protect its interests and the
interests of the Holders of Notes in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such

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enactment, rule or order would impair the security interest hereunder or be
prejudicial to the interests of the Holders of Notes or of the Trustee).

        Any action taken by the Trustee under either of the Intercreditor
Agreements with the vote or consent of the Holders of at least a majority in
aggregate principal amount of the Notes (including Additional Notes, if any)
shall constitute an action taken on behalf of all Holders for purposes of
determining the Required Secured Parties (as defined in such Intercreditor
Agreement) or otherwise calculating the amount of indebtedness approving or
consenting to a particular matter under such Intercreditor Agreement.

SECTION 10.07.  AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
                SECURITY AGREEMENTS.

        The Trustee is authorized to receive any funds for the benefit of the
Holders of Notes distributed under the Security Agreements and the Intercreditor
Agreements, and to make further distributions of such funds to the Holders of
Notes according to the provisions of this Indenture.

SECTION 10.08.  TERMINATION OF SECURITY INTEREST.

        Upon the payment in full of all Obligations of the Company under this
Indenture and the Notes, or upon Legal Defeasance, the Trustee shall, at the
request of the Company, deliver a certificate to the Collateral Agent in
accordance with Section 3.4 of the Intercreditor Agreements stating that such
Obligations have been paid in full, and instruct the Collateral Agent to release
the rights and interests of the Trustee and the Holders with respect to the
Liens pursuant to this Indenture and the Security Agreements.

                                   ARTICLE 11.
                              INDENTURE GUARANTEES

SECTION 11.01.  INDENTURE GUARANTEES.

        Subject to the provisions of this Article 11, the Parent Guarantor and
each Subsidiary Guarantor, jointly and severally, hereby unconditionally and
irrevocably guarantees to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, that: (a) the
aggregate principal amount of, and premium and Liquidated Damages, if any, and
interest on the Notes will be duly and punctually paid in full when due, whether
at maturity, by acceleration or otherwise, and interest on overdue aggregate
principal amount of, and premium if any, and (to the extent permitted by law)
interest on any interest, if any, on the Notes and all other obligations of the
Company to the Holders or the Trustee hereunder or under the Notes or the
Security Agreements (including fees, expenses or other) will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations the 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 failing performance of any other obligation of the
Company to the Holders, for whatever reason, the Parent Guarantor and each
Subsidiary Guarantor will be obligated to pay or to perform or to cause the
performance of, the same immediately. An Event of Default under this Indenture
or the Notes shall constitute an event of default under this Indenture
Guarantee, and shall entitle the Holders of Notes to accelerate the obligations
of the Parent Guarantor and each Subsidiary Guarantor hereunder in the same
manner and to the same extent as the obligations of the Company. The Parent
Guarantor and the Subsidiary Guarantors each hereby agrees that its obligations
hereunder shall be 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

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to any thereof, the entry 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 the Parent Guarantor or a Subsidiary
Guarantor. The Parent Guarantor and the Subsidiary Guarantors each hereby waives
and relinquishes: (a) any right to require the Trustee or the Holders (each, a
"BENEFITTED PARTY") to proceed against the Restricted Subsidiaries, the Company,
or any other Person or to proceed against or exhaust any security held by a
Benefitted Party at any time or to pursue any other remedy in any secured
party's power before proceeding against the Parent Guarantor or the Subsidiary
Guarantors; (b) any defense that may arise by reason of the incapacity, lack of
authority, death or disability of any other Person or Persons or the failure of
a Benefitted Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person or
Persons; (c) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the
existence, creation or incurring of any new or additional Indebtedness or
obligation or of any action or non-action on the part of the Parent Guarantor,
the Subsidiary Guarantors, the Company, the Restricted Subsidiaries, any
Benefitted Party, any creditor of the Parent Guarantor, the Subsidiary
Guarantors, the Company or the Restricted Subsidiaries or on the part of any
other Person whomsoever in connection with any obligations the performance of
which are hereby guaranteed; (d) any defense based upon an election of remedies
by a Benefitted Party, including but not limited to an election to proceed
against the Parent Guarantor or the Subsidiary Guarantors for reimbursement; (e)
any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (f) any defense arising because of a
Benefitted Party's election, in any proceeding instituted under the Bankruptcy
Law, of the application of Section 1111 (b)(2) of the Bankruptcy Code; and (g)
any defense based on any borrowing or grant of a security interest under Section
364 of the Bankruptcy Code. The Parent Guarantor and the Subsidiary Guarantors
each hereby covenant that this Indenture Guarantee will not be discharged except
by payment in full of all principal, premium, if any, and interest on the Notes
and all other costs provided for under this Indenture, or as provided in
Sections 12.01 and 11.04.

        If any Holder or the Trustee is required by any court or otherwise to
return to either the Company, the Parent Guarantor or the Subsidiary Guarantors,
or any custodian, trustee, or similar official acting in relation to the
Company, the Parent Guarantor or the Subsidiary Guarantors, any amount paid by
the Company, the Parent Guarantor or the Subsidiary Guarantors to the Trustee or
such Holder, the Indenture Guarantees, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Parent Guarantor and the
Subsidiary Guarantors each 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. The Parent
Guarantor and the Subsidiary Guarantors each agrees that, as between it, on the
one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article 6 hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Parent Guarantor and such
Subsidiary Guarantor for the purpose of this Indenture Guarantee.

SECTION 11.02.  EXECUTION AND DELIVERY OF INDENTURE GUARANTEES.

        To evidence the Indenture Guarantees set forth in Section 11.01 hereof,
the Parent Guarantor and the Subsidiary Guarantors each agrees that a notation
of the Indenture Guarantees substantially in the form included in Exhibit G
shall be endorsed on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of the Parent Guarantor and each
of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman,
the President or one of the Vice Presidents

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of the Parent Guarantor or such Subsidiary Guarantor, as applicable, under a
facsimile of its seal reproduced on this Indenture and attested to by an Officer
other than the Officer executing this Indenture.

        The Parent Guarantor and the Subsidiary Guarantors each agrees that the
Indenture Guarantees set forth in this Article 11 will remain in full force and
effect and apply to all the Notes notwithstanding any failure to endorse on each
Note a notation of the Indenture Guarantees..

        If an Officer whose facsimile signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note on which the
Indenture Guarantees are endorsed, the Indenture Guarantees shall be valid
nevertheless.

        The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Indenture Guarantees set
forth in this Indenture on behalf of the Parent Guarantor and each of the
Subsidiary Guarantors.

SECTION 11.03.  SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

        (a)     Nothing contained in this Indenture or in the Notes shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into the
Company or another Subsidiary Guarantor, or shall prevent the transfer of all or
substantially all of the assets of a Subsidiary Guarantor to the Company or
another Subsidiary Guarantor. Upon any such consolidation, merger, transfer or
sale, the Indenture Guarantee of such Subsidiary Guarantor shall no longer have
any force or effect.

        (b)     Nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into a
corporation or corporations other than the Company or another Subsidiary
Guarantor (whether or not affiliated with the Subsidiary Guarantor), or
successive consolidations or mergers in which a Subsidiary Guarantor or its
successor or successors shall be a party or parties, or shall prevent the
transfer of all or substantially all of the assets of a Subsidiary Guarantor, to
a corporation other than the Company or another Subsidiary Guarantor (whether or
not affiliated with the Subsidiary Guarantor) authorized to acquire and operate
the same; PROVIDED, HOWEVER, that, except as provided in Section 11.04, each
Subsidiary Guarantor hereby covenants and agrees that, upon any such
consolidation, merger or transfer, the Indenture Guarantee endorsed on the
Notes, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by such Subsidiary
Guarantor, shall be expressly assumed (in the event that the Subsidiary
Guarantor is not the surviving corporation in the merger), by a supplemental
indenture satisfactory in form to the Trustee, executed and delivered to the
Trustee, by the corporation formed by such consolidation, or into which the
Subsidiary Guarantor shall have been merged, or by the corporation which shall
have acquired such property. In case of any such consolidation, merger or
transfer of assets and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Indenture Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Subsidiary Guarantor, such successor
corporation shall succeed to and be substituted for the Subsidiary Guarantor
with the same effect as if it had been named herein as a Subsidiary Guarantor.
Such successor corporation thereupon may cause to be signed any or all of the
Indenture Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Indenture Guarantees so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Indenture Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Indenture Guarantees had been issued at the date of the
execution hereof.

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        (c)     The Trustee, subject to the provisions of Section 13.04, shall
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 11.03.
Such certificate and opinion shall comply with the provisions of Section 13.05.

SECTION 11.04.  RELEASES FOLLOWING SALE OF ASSETS.

        Concurrently with any sale of all or substantially all of the assets of
any Subsidiary Guarantor or all of the Capital Stock of any Subsidiary
Guarantor, in each case, in compliance with the terms hereof, then such
Subsidiary Guarantor (in the event of a sale or other disposition of all of the
Capital Stock of such Subsidiary 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 a Subsidiary Guarantor) shall be released from and relieved
of its obligations under its Indenture Guarantee or Section 11.03 hereof, as the
case may be; PROVIDED that in the event of an Asset Sale, the Net Proceeds from
such sale or other disposition are treated in accordance with the provisions of
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and 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 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Subsidiary Guarantor from its obligations under its Indenture Guarantee. Any
Subsidiary Guarantor not released from its obligations under its Indenture
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Subsidiary Guarantor under the
Indenture as provided in this Article 11.

SECTION 11.05.  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 hereof to reasonably
promptly become a Subsidiary Guarantor hereunder.

        (b)     If the Company is required to cause a Subsidiary to become a
Subsidiary Guarantor pursuant to clause (a) of this Section 11.05, the Company
shall cause such Subsidiary to (1) execute and deliver to the Trustee a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of
the Company's Obligations under the Notes on the terms set forth in this
Indenture, (2) execute and deliver to the Trustee the General Security Agreement
(or an accession or joinder agreement thereto) in form and substance reasonably
satisfactory to the Trustee and (3) 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.

SECTION 11.06.  LIMITATION OF PARENT GUARANTOR'S AND SUBSIDIARY GUARANTOR'S
                LIABILITY.

        Each of the Parent Guarantor and the Subsidiary Guarantors, and by its
acceptance hereof each Holder, hereby confirms that it is the intention of all
such parties that the guarantee by the Parent Guarantor or such Subsidiary
Guarantor, as applicable, pursuant to its Indenture Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the
Holders, the Parent Guarantor and each Subsidiary Guarantor hereby irrevocably
agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor
under this Article 11 shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of the Parent
Guarantor or such Subsidiary Guarantor, as applicable, and after giving effect
to any collections from or payments made by or on behalf of the Parent Guarantor
or any other

                                       78
<Page>

Subsidiary Guarantor in respect of the obligations of the Parent Guarantor or
such other Subsidiary Guarantor under this Article 11, result in the obligations
of the Parent Guarantor or such Subsidiary Guarantor under the Indenture
Guarantee of the Parent Guarantor or such Subsidiary Guarantor not constituting
a fraudulent transfer or conveyance.

SECTION 11.07.  APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE PARENT
                GUARANTOR AND THE SUBSIDIARY GUARANTORS.

        (a)     For purposes of any provision of this Indenture that provides
for the delivery by the Parent Guarantor or any Subsidiary Guarantor of an
Officers' Certificate and/or an Opinion of Counsel, the definitions of such
terms in Section 1.01 shall apply to the Parent Guarantor or such Subsidiary
Guarantor, as applicable, as if references therein to the Company were
references to the Parent Guarantor or such Subsidiary Guarantor, respectively.

        (b)     Any request, direction, order or demand that by any provision of
this Indenture is to be made by the Parent Guarantor or any Subsidiary
Guarantor, shall be sufficient if evidenced as described in Section 13.02 as if
references therein to the Company were references to the Parent Guarantor or
such Subsidiary Guarantor, as applicable.

        (c)     Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Notes to or on the Parent Guarantor or any Subsidiary Guarantor may be given or
served as described in Section 13.02 as if references therein to Company were
references to the Parent Guarantor or such Subsidiary Guarantor.

        (d)     Upon any demand, request or application by the Parent Guarantor
or any Subsidiary Guarantor to the Trustee to take any action under this
Indenture, the Parent Guarantor or such Subsidiary Guarantor, as applicable,
shall furnish to the Trustee such certificates and opinions as are required in
Section 13.04 as if all references therein to the Company were references to the
Parent Guarantor or such Subsidiary Guarantor, as applicable

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

SECTION 12.01.  SATISFACTION AND DISCHARGE.

        This Indenture will be discharged and will cease to be of further effect
as to all Notes and Indenture Guarantees issued hereunder, when:

(1)     either:

        (a)     all Notes that have been authenticated (except lost, stolen or
                destroyed Notes that have been replaced or paid and Notes for
                whose payment money has theretofore been deposited in trust and
                thereafter repaid to the Company) have been delivered to the
                Trustee for cancellation; or

        (b)     all Notes that have not been delivered to the Trustee for
                cancellation have become due and payable by reason of the making
                of a notice of redemption or otherwise or will become due and
                payable within one year and the Company has irrevocably
                deposited or caused to be deposited with the Trustee as trust
                funds in trust solely for the benefit of the Holders, cash in
                U.S. dollars, non-callable Government Securities, or a
                combination thereof, in such amounts as will be sufficient
                without consideration of any reinvestment

                                       79
<Page>

                of interest, to pay and discharge the entire indebtedness on the
                Notes not delivered to the Trustee for cancellation for
                principal, premium, Liquidated Damages, if any, and accrued
                interest to the date of maturity or redemption;

(2)     no Default or Event of Default shall have occurred and be continuing on
        the date of such deposit or shall occur as a result of such deposit
        (other than a Default or Event of Default resulting from the borrowing
        of funds to be applied to such deposit) and such deposit will not result
        in a breach or violation of, or constitute a default under, any other
        instrument to which the Company is a party or by which the Company or
        any Guarantor is bound;

(3)     the Company has paid or caused to be paid all sums payable by it under
        this Indenture; and

(4)     the Company has delivered irrevocable instructions to the Trustee under
        this Indenture to apply the deposited money toward the payment of the
        Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 11.02 and Section 8.06 shall survive.

SECTION 12.02.  APPLICATION OF TRUST MONEY.

        Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 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 shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01; PROVIDED
that if the Company has made any payment of principal of, premium, if any, or
interest on 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 Government Securities held by the Trustee
or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

SECTION 13.01.  TRUST INDENTURE ACT CONTROLS.

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the duties imposed by TIA Section
318(c) shall control.

                                       80
<Page>

SECTION 13.02.  NOTICES.

        Any notice or communication by the Company or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

        If to the Company:

        XM Satellite Radio Inc.
        1500 Eckington Place, N.E.
        Washington, D.C. 20002
        Telecopier No.: and Secretary
        Attention: Joseph Titlebaum / General Counsel and Secretary

        If to the Parent Guarantor:

        XM Satellite Radio Holdings, Inc.
        1500 Eckington Place, N.E.
        Washington, D.C. 20002
        Telecopier No.: and Secretary
        Attention: Joseph Titlebaum / General Counsel and Secretary

        In each case with a copy to:

        Hogan & Hartson
        555 Thirteenth Street, N.W.
        Washington D.C. 20004
        Telecopier No.: (202) 637-5910
        Attention: Steven M. Kaufman, Esq.

        If to the Trustee:

        The Bank of New York
        101 Barclay Street
        New York, NY 10286
        Telecopier No.: (212) 815-5707
        Attention: Corporate Trust Administration

        The Company, the Parent Guarantor, any Subsidiary Guarantor or the
Trustee, by notice to the others may designate additional or different addresses
for subsequent notices or communications.

        All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

        Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed

                                       81
<Page>

to any Person described in TIA Section 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

        If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

        If the Company mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

SECTION 13.03.  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

        Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Parent Guarantor, any Subsidiary Guarantor, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION 13.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

        Upon any request or application by the Company, the Parent Guarantor
and/or any Subsidiary Guarantor to the Trustee to take any action under this
Indenture, the Company, the Parent Guarantor and/or such Subsidiary Guarantor
shall furnish to the Trustee:

        (a)     an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

        (b)     an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 13.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

        (d)     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;

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

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

                                       82
<Page>

SECTION 13.06.  RULES BY TRUSTEE AND AGENTS.

        The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 13.07.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

        No past, present or future director, officer, employee, agent,
incorporator, member, manager, partner or stockholder of the Company, the Parent
Guarantor or any Subsidiary Guarantor as such, shall have any liability for any
obligations of the Company, the Parent Guarantor or such Subsidiary Guarantor
under the Notes, this Indenture, the Indenture Guarantees or the Security
Agreements or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 13.08.  GOVERNING LAW.

        THIS INDENTURE, NOTES AND ANY INDENTURE GUARANTEES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. THE COMPANY HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, NOTES AND ANY
INDENTURE GUARANTEES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.
THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF TIE TRUSTEE OR ANY HOLDER OF NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

SECTION 13.09.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

        This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 13.10.  SUCCESSORS.

        All agreements of the Company, the Parent Guarantor or any Subsidiary
Guarantor in this Indenture, the Notes and the Indenture Guarantees shall bind
their respective successors. All agreements of the Trustee in this Indenture
shall bind its successors

                                       83
<Page>

SECTION 13.11.  SEVERABILITY.

        In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 13.12.  COUNTERPART ORIGINALS.

        The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 13.13.  TABLE OF CONTENTS, HEADINGS, ETC.

        The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       84
<Page>

                                   SIGNATURES

Dated as of June 17, 2003
                                        XM SATELLITE RADIO INC.

                                        By: /s/ Gary M. Parsons
                                            Name: Gary M. Parsons
                                            Title: Chairman


Attest:


/s/ Joseph M. Titlebaum
Name: Joseph M. Titlebaum
Title: Executive Vice President

                                        XM SATELLITE RADIO HOLDINGS INC.

                                        By: /s/ Gary M. Parsons
                                            Name: Gary M. Parsons
                                            Title: Chairman Attest:


/s/ Joseph M. Titlebaum
Name: Joseph M. Titlebaum
Title: Executive Vice President

                                        THE BANK OF NEW YORK

                                        By: /s/ Barbara A. Bevelaqua
                                            Name: Barbara A. Bevelaqua
                                            Title: Vice President


Attest:


/s/ Patricia Gallagher
Authorized Signatory
Date: June 17, 2003

                                       85
<Page>

                                                                     [EXHIBIT A]

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                    [CUSIP (144A Note) 98375YAH9
                                                  ISIN (144A Note) US98375YAH99/
                                                    CUSIP (Reg S Note) U98408AA2
                                                  ISIN (Reg S Note) US98408AA29]
                        12% Senior Secured Notes due 2010

No. 1

                             XM SATELLITE RADIO INC.

promises to pay to _______________ or registered assigns,

the principal sum of $__________________________________ (___________ Dollars)

[(or such other principal amount indicated on the Schedule attached) [IF A
GLOBAL NOTE]] on June 15, 2010.

Interest Payment Dates: December 15 and June 15

Record Dates: December 1 and June 1

Dated: June 17, 2003


                                XM SATELLITE RADIO INC.


                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:

                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:


                                                          (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK
  as Trustee

By:
    ----------------------------
        Authorized Signatory

--------------------------------------------------------------------------------

                                       A-1
<Page>

                                 [Back of Note]
                        12% Senior Secured Notes due 2010

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

        Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

        1. INTEREST. XM Satellite Radio Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 12%
per annum from June 17, 2003 until maturity and shall pay the Liquidated Damages
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company will pay interest and Liquidated Damages semi-annually in
arrears on December 15 and June 15, of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). 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 the date of
issuance; PROVIDED that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be December 15, 2003. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

        2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the December 1 or June 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Liquidated Damages, if any, and interest
at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
PROVIDED that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders owning
$1.0 million or more in aggregate principal amount thereof which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

        3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

        4. INDENTURE AND SECURITY AGREEMENTS. The Company issued the Notes under
an Indenture dated as of June 17, 2003 ("Indenture") between the Company and the
Trustee. The terms of the Notes

                                       A-2
<Page>

include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the indenture shall govern and be controlling. The Notes are
secured obligations of the Company limited to $175 million in aggregate
principal amount, plus amounts, if any, issued to pay Liquidated Damages on
outstanding Notes as set forth in Paragraph 2 hereof. The Notes are secured by a
pledge of the Collateral pursuant to the Security Agreements referred to in the
Indenture.

        5. OPTIONAL REDEMPTION.

        (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to June 15, 2007.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 10 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on June 15
of the years indicated below:

<Table>
<Caption>
        Year                                                    Percentage
        ----                                                    ----------
        <S>                                                       <C>
        2007...............................................       106.00%
        2008...............................................       103.00%
        2009 and thereafter........................... .....      100.00%
</Table>

        (b) At any time prior to June 15, 2006, the Company may on any one or
more occasions redeem an amount of the aggregate principal amount of Notes
issued under the Indenture at a redemption price of 112% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more equity offerings by
the Company or parent corporation of the Company the net proceeds of which are
contributed to the common equity of the Company (other than an offering of
Disqualified Stock); PROVIDED that at least $100.0 million of the aggregate
principal amount of the Notes issued under this Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its subsidiaries) and that such redemption occurs within 90 days of
the date of the closing of such equity offering.

        6. MANDATORY REDEMPTION.

        Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

        7. REPURCHASE AT OPTION HOLDER.

        (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

        (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, within five days of each date on which the aggregate amount of Excess
Proceeds exceeds $10 million, the Company shall

                                       A-3
<Page>

commence an Asset Sale Offer pursuant to Section 3.09 of the Indenture to all
Holders of Notes and all holders of Pari Passu Indebtedness containing
provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem with the proceeds of sales of assets to purchase the maximum
principal amount (or, if applicable, accreted value) of Notes and such other
Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, thereon, if any, to the
date fixed for the closing of such offer, in accordance with the procedures set
forth in Section 3.09 of the Indenture. To the extent that the aggregate amount
of Notes (including any Additional Notes) tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company may use such difference for
any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and such other Pari Passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other Pari Passu Indebtedness to be purchased on a pro
rata basis based on the principal amount (or, if applicable, accreted value) of
Notes and such other Pari Passu Indebtedness tendered. Holders of Notes that are
the subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

        8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

        9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before the mailing of a notice of redemption of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.

        10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

        11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Notes, the Indenture Guarantees, the Security Agreements and the
Intercreditor Agreements may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount at maturity of the then
outstanding Notes and Additional Notes, if any, voting as a single class, and
any existing default or compliance with any provision of the Indenture, the
Notes, the Indenture Guarantees, the Security Agreements or the Intercreditor
Agreements may be waived with the consent of the Holders of a majority in
principal amount at maturity of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Notwithstanding the foregoing, (a) each of the
Security Agreements may also be amended pursuant to the terms of the applicable
Intercreditor Agreement without the consent of the Holders of at least a
majority in principal amount at maturity of the Notes, and (b) any existing
default or event of default under either of the Security Agreements, and
compliance with any provision of either of the Security Agreements, may be
waived pursuant to the terms of the applicable Intercreditor Agreement without
the consent of the Holders of at least a majority in principal amount at
maturity of the Notes.

                                       A-4
<Page>

Without the consent of any Holder of a Note, the Indenture, the Notes, the
Indenture Guarantees, the Security Agreements and the Intercreditor Agreements
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions of Article 2 of the Indenture (including the
related definitions) in a manner that does not materially adversely affect any
Holder, to provide for the assumption of the Company's obligations to Holders of
the Notes by a successor to the Company pursuant to Article 5 of the Indenture,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC or
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act, to provide for the Issuance of Additional Notes in
accordance with the limitations set forth in the Indenture, or to add a
Subsidiary Guarantor pursuant to Section 11.05 of the Indenture.

        12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes (including in connection with an offer to purchase) or otherwise, (iii)
failure by the Company to comply with the provisions of Section 5.01 of the
Indenture, the failure by the Company to make or consummate a Change of Control
Offer in accordance with the provisions of Section 4.14 of the Indenture or the
failure of the Company to make or consummate an Asset Sale Offer in accordance
with the provisions of Section 4.10 of the Indenture; (iv) failure by the
Company or any of its Restricted Subsidiaries, for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes (including Additional Notes, if any) then outstanding voting as a single
class to comply with certain other agreements in the Indenture or the Notes, the
Indenture Guarantees, the Security Agreements or the Intercreditor Agreements;
(v) default under certain other agreements relating to Indebtedness of the
Company which default results in the acceleration of such Indebtedness prior to
its express maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Significant
Subsidiaries; (viii) the Security Agreements or the Intercreditor Agreements
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect and (ix) any Indenture
Guarantee shall be held in a judicial proceeding to be enforceable or invalid or
shall cease for any reason to be in full force and effect. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

        13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

                                       A-5
<Page>

        14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, the Parent Guarantor or any
Subsidiary Guarantor, as such, shall not have any liability for any obligations
of the Company, the Parent Guarantor or such Subsidiary Guarantor under the
Notes, the Indenture, the Indenture Guarantees or the Security Agreements or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

        15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

        16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

        17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the A/B Exchange
Registration Rights Agreement dated as of June 17, 2003, between the Company and
the parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if any,
among the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the "Registration Rights Agreement").

        18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. 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

        19. PARENT GUARANTOR AND SUBSIDIARY GUARANTORS. Payment of principal
amount of, premium and Liquidated Damages, if any, and interest (including
interest on overdue principal amount, premium and Liquidated Damages, if any,
and interest, if lawful) is unconditionally guaranteed by the Parent Guarantor
and each Subsidiary Guarantor pursuant to Article 11 of the Indenture.

        The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

        XM Satellite Radio Inc.
        1500 Eckington Place, N.E.
        Washington, D.C. 20002
        Telecopier No.: and Secretary
        Attention: Joseph Titlebaum / General Counsel and Secretary

                                       A-6
<Page>

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
     ------------------

                                Your Signature:
                                               ---------------------------------
                                              (Sign exactly as your name appears
                                                       on the face of this Note)

Signature Guarantee*:
                     --------------------------

*       Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                       A-7
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                       / /Section 4.10     / /Section 4.14

        If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                $_______________

Date:
     ------------------

                                Your Signature:
                                               ---------------------------------
                                              (Sign exactly as your name appears
                                                       on the face of this Note)

                                Tax Identification No.:
                                                       ------------------------

Signature Guarantee*:
                     -------------------------

*       Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                       A-8
<Page>

      SCHEDULE OF ISSUANCES AND EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

        The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<Table>
<Caption>
                                                                                    Principal
                                                                                      Amount          Signature of
                   Principal Amount     Amount of decrease    Amount of increase   of this Global      authorized
                  at the date of the   in Principal Amount    in Principal Amount  Note following     signatory of
   Date of         Indenture of this         of this               of this         such decrease     Trustee or note
issue/exchange        Global Note          Global Note           Global Note       (or increase)       Custodian
--------------    ------------------   -------------------   ------------------   --------------   ---------------
<S>               <C>                  <C>                   <C>                  <C>              <C>

</Table>

* THIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                       A-9
<Page>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

XM Satellite Radio Inc.
1500 Eckington Place, N.E.
Washington, D.C. 20002
Telecopier No.: and Secretary
Attention: Joseph Titlebaum / General Counsel and Secretary

The Bank of New York
101 Barclay Street
New York, NY 10286
Telecopier No.: (212) 815-5707
Attention: Corporate Trust Administration

        Re: 12% Senior Secured Notes due 2010 of XM Satellite Radio Inc.

        Reference is hereby made to the Indenture, dated as of June 17, 2003
(the "INDENTURE"), between XM Satellite Radio Inc., as issuer (the "COMPANY"),
and The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

        ___________________, (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

        1. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

        2. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii)
the

                                       B-1
<Page>

transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Definitive Note and in the Indenture
and the Securities Act.

        3. / /  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

                (a) / /  such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                       or

                (b) / /  such Transfer is being effected to the Company or a
        subsidiary thereof;

                                       or

                (c) / /  such Transfer is being effected pursuant to an
        effective registration statement under the Securities Act and in
        compliance with the prospectus delivery requirements of the Securities
        Act;

                                       or

                (d) / /  such Transfer is being effected to an Institutional
        Accredited Investor and pursuant to an exemption from the registration
        requirements of the Securities Act other than Rule 144A, Rule 144 or
        Rule 904, and the Transferor hereby further certifies that it has not
        engaged in any general solicitation within the meaning of Regulation D
        under the Securities Act and the Transfer complies with the transfer
        restrictions applicable to beneficial interests in a Restricted Global
        Note or Restricted Definitive Notes and the requirements of the
        exemption claimed, which certification is supported by (1) a certificate
        executed by the Transferee in the form of Exhibit D to the Indenture and
        (2) an Opinion of Counsel provided by the Transferor or the Transferee
        (a copy of which the Transferor has attached to this certification), to
        the effect that such Transfer is in compliance with the Securities Act.
        Upon consummation of the proposed transfer in accordance with the terms
        of the Indenture, the transferred beneficial interest or Definitive Note
        will be subject to the restrictions on transfer enumerated in the
        Private Placement Legend printed on the Definitive Notes and in the
        Indenture and the Securities Act.

        4. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

        (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of

                                       B-2
<Page>

the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

        (b) / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

        (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                        ----------------------------------------
                                               [Insert Name of Transferor]


                                By:
                                   --------------------------------------------
                                 Name:
                                 Title:

        Dated:
              ----------------

                                       B-3
<Page>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.      The Transferor owns and proposes to transfer the following:

                                   [CHECK ONE]

             (a)  / / a beneficial interest in the 144A Global Note
                  (CUSIP _________)

             (b)  / / a beneficial interest in the Regulation S Global
                  Note (CUSIP _________)

             (c)  / / a Restricted Definitive Note.

2.      After the Transfer the Transferee will hold:

                                   [CHECK ONE]

             (a) / /  a beneficial interest in the

                 (i)    /X/ 144A Global Note (CUSIP _________), or

                 (ii)   /X/ Regulation S Global Note (CUSIP _________), or

                 (iii)  / / Unrestricted Global Note (CUSIP _________); or

             (b)  / / a Restricted Definitive Note; or

             (c)  / / an Unrestricted Definitive Note,

             in accordance with the terms of the Indenture.

                                       B-4
<Page>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

XM Satellite Radio Inc.
1500 Eckington Place, N.E.
Washington, D.C. 20002
Telecopier No.: and Secretary
Attention: Joseph Titlebaum / General Counsel and Secretary

The Bank of New York
101 Barclay Street
New York, NY 10286
Telecopier No.: (212) 815-5707
Attention: Corporate Trust Administration

     Re: 12% Senior Secured Notes due 2010 of XM Satellite Radio Inc.

                           CUSIP (144A Note) 98375YAE9

        Reference is hereby made to the Indenture, dated as of June 17, 2003
(the "INDENTURE"), between XM Satellite Radio Inc., as issuer (the "COMPANY"),
and The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

        __________________________, (the "OWNER") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "EXCHANGE"). In
connection with the Exchange, the Owner hereby certifies that:

        1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

        (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

        (b) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the

                                       C-1
<Page>

Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

        (c) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

        (d) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

        2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

        (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

        (b) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the 144A
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                                       C-2
<Page>

                                                                       EXHIBIT C

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                        ----------------------------------------
                                              [Insert Name of Transferor]


                                        By:
                                           -------------------------------------
                                         Name:
                                         Title:

Dated:
      -------------------

                                       C-3
<Page>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

XM Satellite Radio Inc.
1500 Eckington Place, N.E.
Washington, D.C. 20002
Telecopier No.: and Secretary
Attention: Joseph Titlebaum / General Counsel and Secretary

The Bank of New York
101 Barclay Street
New York, NY 10286
Telecopier No.: (212) 815-5707
Attention: Corporate Trust Administration

        Re: 12% Senior Secured Notes due 2010 of XM Satellite Radio Inc.

        Reference is hereby made to the Indenture, dated as of June17, 2003 (the
"INDENTURE"), between XM Satellite Radio Inc., as issuer (the "COMPANY"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

        In connection with our proposed purchase of $____________ aggregate
principal amount of:

        (a) / / a beneficial interest in a Global Note, or

        (b) / / a Definitive Note,

        we confirm that:

        1.  We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

        2.  We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the

                                       D-1
<Page>

                                                                       EXHIBIT D

requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

        3.  We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

        4.  We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and 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 and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

        5.  We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

        You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                     -------------------------------------------
                                         [Insert Name of Accredited Investor]


                                     By:
                                        ----------------------------------------
                                      Name:
                                      Title:

Dated:
      ---------------------

                                       D-2
<Page>

                                                                       EXHIBIT E

                      [FORM OF GENERAL SECURITY AGREEMENT]

                                       E-1
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                                                                       EXHIBIT E

                [FORM OF FCC LICENSE SUBSIDIARY PLEDGE AGREEMENT]

                                       E-1
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                                                                       EXHIBIT F

                           FORM OF INDENTURE GUARANTEE

        Each of XM Satellite Radio Holdings Inc. (the "PARENT GUARANTOR") and
other the Subsidiary Guarantors made a party hereto pursuant to Section 11.05 of
the Indenture dated June 17, 2003 (the "INDENTURE") (hereinafter referred to
collectively as the "SUBSIDIARY GUARANTORS," which term includes any successor
or assign under the Indenture), has irrevocably and unconditionally guaranteed
(i) the due and punctual payment of the principal of, premium, if any, and
interest on the 12% Senior Secured Notes due 2010 (the "NOTES") of XM Satellite
Radio Inc., a Delaware corporation (the "COMPANY"), whether at stated maturity,
by acceleration or otherwise, the due and punctual payment of interest on the
overdue principal, and premium, if any, and (to the extent permitted by law)
interest on any interest, if any, on the Notes, and the due and punctual
performance of all other obligations of the Company, to the Holders or the
Trustee all in accordance with the terms set forth in Article 11 of the
Indenture, (ii) in case of any extension of time of payment or renewal of any
Notes or any such other obligations, that the 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, and (iii) the payment
of any and all costs and expenses (including reasonable attorneys' fees and
expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Indenture Guarantee.

        The obligations of the Parent Guarantor and each Subsidiary Guarantor to
the Holder and to the Trustee pursuant to this Indenture Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to such Indenture for the precise terms of this Indenture
Guarantee.

        No stockholder, officer, director or incorporator, as such, past,
present or future of the Parent Guarantor or any Subsidiary Guarantor shall have
any liability under this Indenture Guarantee by reason of his or its status as
such stockholder, officer, director or incorporator.

        This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon the Parent Guarantor and each Subsidiary Guarantor and
its successors and assigns until full and final payment of all of the Company's
obligations under the Notes and Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof. This is a Guarantee of payment and not of collectibility.

        This Indenture Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Indenture Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.

        The obligations of the Parent Guarantor and each Subsidiary Guarantor
under this Indenture Guarantee shall be limited to the extent necessary to
insure that it does not constitute a fraudulent conveyance under applicable law.

                                       F-1
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                                                                       EXHIBIT D

        THE TERMS OF ARTICLE 11 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

        Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.

                                         Parent Guarantor:


Dated as of [_____], 2003
                                         XM SATELLITE RADIO HOLDINGS INC.


                                         By:
                                            ------------------------------------
                                             Name:
                                             Title:


Attest:


-------------------------------
Name:
Title:

                                       H-2
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                                                                       EXHIBIT D

                                        Subsidiary Guarantors added pursuant to
                                        Section 11.05 of the Indenture:


Dated as of __________, 20___
                                         --------------------


                                         By:
                                            ------------------------------------
                                             Name:
                                             Title:


Attest:


--------------------------------
Name:
Title:

                                       H-3