Exhibit 10.1



 Exhibit 10.1 
 EXECUTION COPY 
 THIRD AMENDMENT 
 This Third Amendment (this “Third Amendment”), dated as of May 21, 2008, is among XM Satellite Radio Inc. (the
“Borrower”), XM Satellite Radio Holdings Inc. (“Holdings”), the undersigned lenders party to the Credit Agreement referred to below (the “Lenders”) and the Administrative Agent party to the Credit
Agreement referred to below. 
 Reference is made to that certain Credit Agreement, dated as of May 5, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”), Credit Suisse Securities (USA) LLC, as Syndication Agent, Citicorp North America Inc., as Documentation Agent, and J.P. Morgan Securities Inc. and UBS Securities LLC, as Joint Bookrunners and Joint Lead Arrangers. Capitalized terms
used but not defined herein have the meanings given such terms in the Credit Agreement. 
 The Borrower and Holdings have notified the
Administrative Agent that MLB has requested that the Borrower provide to MLB and its agent party to the MLB Contract up to $120.0 million of credit enhancement in connection with the Borrower’s payment obligations under the MLB Contract to
replace the credit enhancement that is currently in place. The Borrower and Holdings have requested that the Administrative Agent and the Lenders, in connection with the foregoing, agree to amend the Credit Agreement to make the changes set forth
herein. 
 Accordingly, the Lenders and the Administrative Agent hereby agree to amend the Credit Agreement as set forth herein: 

1. Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence: 
 “MLB Letter of Credit” means each letter of credit (a) that is issued in connection with the MLB Contract for the benefit of MLB
and/or the other MLB-related counterparties to the MLB Contract and (b) that has a stated maturity date no later than the date that is 135 days after the Third Amendment Effective Date. 
 “MLB Letter of Credit Cash Collateral” means cash of the Borrower that is deposited with the issuer of an MLB Letter of Credit while
such MLB Letter of Credit is outstanding to secure the reimbursement obligations of the Borrower under such MLB Letter of Credit in an aggregate amount for all such MLB Letters of Credit not to exceed $126,000,000 (plus any interest thereon accrued
with respect to such amount over a period not to exceed three months) at any time. 
 “Third Amendment” means that certain
Third Amendment dated as of May 21, 2008 among Holdings, the Borrower, the Administrative Agent and the Lenders listed on the signature pages thereto. 
 “Third Amendment Effective Date” has the meaning assigned to such term in Section 5 of the Third Amendment. 







 2. Section 1.01 of the Credit Agreement is hereby amended by replacing clause (z) of the definition of
“Permitted Liens” with the following: 
 “(z) Liens (i) either (x) on cash in an amount not to exceed $120,000,000
(plus any interest thereon accrued with respect to such amount over a period not to exceed three months) at any time that is deposited into an escrow account to serve as credit enhancement for the Borrower’s obligations under the MLB Contract
or (y) in respect of the MLB Letter of Credit Cash Collateral and (ii) on the MLB Intellectual Property, in each case, incurred in connection with the MLB Contract while such agreement is in effect.” 
 3. Section 6.01(b) of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (xiii) thereof, adding an “and” at
the end of clause (xiv) thereof, and adding a new clause (xv) at the end thereof as follows: 
 “(xv) the incurrence by the
Borrower of one or more MLB Letters of Credit in an aggregate face amount not to exceed $120,000,000 at any time for all such MLB Letters of Credit.” 
 4. Section 6.09 of the Credit Agreement is hereby amended and restated in its entirety as set forth below: 
 “The Borrower
shall not permit its unrestricted cash and Cash Equivalents and Available Commitments of all Lenders at any time to be less than (a) solely during the period beginning on the Third Amendment Effective Date and ending on the date that is 90 days
thereafter, $50,000,000 in the aggregate, and (b) at all other times, $75,000,000 in the aggregate.” 
 5. The amendments included in this Third
Amendment shall be effective when the Administrative Agent shall have received a counterpart signature page of this Third Amendment duly executed by each of the Loan Parties and each of the Required Lenders (the date on which such condition is
satisfied, the “Third Amendment Effective Date”). 
 6. The Borrower hereby agrees to pay a fee (the “Amendment Fee”) to
the Lenders executing this Third Amendment on or prior to 1:30 PM New York time on May 21, 2008 in an aggregate amount equal to 0.125% of such Lenders’ outstanding Commitments as of the Third Amendment Effective Date, which Amendment Fee
shall be received by the Administrative Agent no later than 4:30 PM New York time on May 21, 2008 for distribution to such Lenders. 
 7. Each
Guarantor is referred to herein as a “Loan Support Party” and collectively as the “Loan Support Parties”, and the Loan Documents to which they are a party are collectively referred to herein as the “Loan Support
Documents”. Each Loan Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Third Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Third
Amendment. Each Loan Support Party hereby confirms that each Loan Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with the Loan Support Documents the payment and performance of all “Obligations” under each of the Loan Support Documents to which it is a party (in each case as such terms are defined in the applicable Loan Support
Document). Each Loan Support Party acknowledges and agrees that each of the Loan Support Documents to which it is a party or otherwise bound shall continue in 

  

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full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Third Amendment. Each Loan Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Loan Support Party is not required by the terms of the
Credit Agreement or any other Loan Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Loan Support Document
shall be deemed to require the consent of such Loan Support Party to any future amendments to the Credit Agreement. 
 Except as expressly
set forth herein, this Third Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a further consent to, or any waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 
 On and after the Third
Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other
Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by and in accordance with this
Third Amendment. 
 THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 
 This Third Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their
respective officers as of the day and year first above written. 
  

			
	XM SATELLITE RADIO INC.
		
	By:	 	 /s/ Joseph J. Euteneuer

	Name:	 	Joseph J. Euteneuer
	Title:	 	Executive Vice President and Chief Financial Officer
	
	XM SATELLITE RADIO HOLDINGS INC.
		
	By:	 	 /s/ Joseph J. Euteneuer

	Name:	 	Joseph J. Euteneuer
	Title:	 	Executive Vice President and Chief Financial Officer
	
	XM EQUIPMENT LEASING LLC
		
	By:	 	 /s/ Joseph J. Euteneuer

	Name:	 	
	Title:	 	
	
	XM RADIO INC.
		
	By:	 	 /s/ Joseph J. Euteneuer

	Name:	 	
	Title:	 	


  

 [XM - Signature Page to Third Amendment to Credit Agreement] 









			
	JP MORGAN CHASE BANK, N.A., as
Administrative Agent and as a Lender
		
	By:	 	 /s/ Peter B. Thauer

	Name:	 	Peter B. Thauer
	Title:	 	Executive Director


  

 [XM - Signature Page to Third Amendment to Credit Agreement] 









			
	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
 as a
Lender

		
	By:	 	 /s/ Karim Blasetti

	Name:	 	Karim Blasetti
	Title:	 	Vice President
		
	By:	 	 /s/ Lawrence Lapeyre

	Name:	 	Lawrence Lapeyre
	Title:	 	Associate


  

 [XM - Signature Page to Third Amendment to Credit Agreement] 









			
	 CITICORP NORTH AMERICA, INC.,
 as a Lender


		
	By:	 	 /s/ CP Mahon

	Name:	 	CP Mahon
	Title:	 	Vice President


  

 [XM - Signature Page to Third Amendment to Credit Agreement] 









			
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director
		
	By:	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director


  

 [XM - Signature Page to Third Amendment to Credit Agreement] 









			
	 BEAR STEARNS CORPORATE LENDING INC.,
 as a
Lender

		
	By:	 	  

	Name:	 	
	Title:	 	


  

 [XM - Signature Page to Third Amendment to Credit Agreement] 









			
	WELLS FARGO FOOTHILL, INC., as a Lender
		
	By:	 	 /s/ Katy Brooks

	Name:	 	Katy Brooks
	Title:	 	Vice President


  

 [XM - Signature Page to Third Amendment to Credit Agreement]