EXHIBIT 4.37



 Exhibit 4.37 
  
 XM SATELLITE RADIO HOLDINGS INC. 
 ISSUER 
  
 AND

  
 THE BANK OF NEW YORK 
 TRUSTEE 
  
 INDENTURE 
 Dated as of
            ,              
  
 SUBORDINATED DEBT SECURITIES 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	 ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
	 Section 1.01.
	  	Definitions	  	1
	 Section 1.02.
	  	Other Definitions	  	4
	 Section 1.03.
	  	Incorporation by Reference of Trust Indenture Act	  	5
	 Section 1.04.
	  	Rules of Construction	  	5
	 ARTICLE 2. THE SECURITIES
	  	5
	 Section 2.01.
	  	Issuable in Series	  	5
	 Section 2.02.
	  	Establishment of Terms of Series of Securities	  	6
	 Section 2.03.
	  	Execution and Authentication	  	7
	 Section 2.04.
	  	Registrar and Paying Agent	  	8
	 Section 2.05.
	  	Paying Agent to Hold Money in Trust	  	9
	 Section 2.06.
	  	Securityholder Lists	  	9
	 Section 2.07.
	  	Transfer and Exchange	  	9
	 Section 2.08.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	10
	 Section 2.09.
	  	Outstanding Securities	  	10
	 Section 2.10.
	  	Treasury Securities	  	10
	 Section 2.11.
	  	Temporary Securities	  	11
	 Section 2.12.
	  	Cancellation	  	11
	 Section 2.13.
	  	Defaulted Interest	  	11
	 Section 2.14.
	  	Global Securities	  	11
	 Section 2.15.
	  	CUSIP Numbers	  	12
	 ARTICLE 3. REDEMPTION AND PREPAYMENT
	  	12
	 Section 3.01.
	  	Notices to Trustee	  	12
	 Section 3.02.
	  	Selection of Securities to Be Redeemed	  	13
	 Section 3.03.
	  	Notice of Redemption	  	13
	 Section 3.04.
	  	Effect of Notice of Redemption	  	14
	 Section 3.05.
	  	Deposit of Redemption Price	  	14
	 Section 3.06.
	  	Securities Redeemed in Part	  	14
	 ARTICLE 4. COVENANTS
	  	14
	 Section 4.01.
	  	Payment of Securities	  	14
	 Section 4.02.
	  	Compliance Certificate	  	14
	 Section 4.03.
	  	Statement by Officers as to Default	  	15
	 Section 4.04.
	  	Taxes	  	15
	 Section 4.05.
	  	Corporate Existence	  	15
	 ARTICLE 5. SUCCESSORS
	  	15
	 Section 5.01.
	  	Merger, Consolidation or Sale of Assets	  	15
	 Section 5.02.
	  	Successor Corporation Substituted	  	16
	 ARTICLE 6. DEFAULTS AND REMEDIES
	  	16
	 Section 6.01.
	  	Events of Default	  	16
	 Section 6.02.
	  	Acceleration	  	17
	 Section 6.03.
	  	Other Remedies	  	17
	 Section 6.04.
	  	Waiver of Past Defaults	  	18
	 Section 6.05.
	  	Control by Majority	  	18
	 Section 6.06.
	  	Limitation on Suits	  	18
	 Section 6.07.
	  	Rights of Holders of Securities to Receive Payment	  	18
	 Section 6.08.
	  	Collection Suit by Trustee	  	18
	 Section 6.09.
	  	Trustee May File Proofs of Claim	  	19
	 Section 6.10.
	  	Priorities	  	19
	 Section 6.11.
	  	Undertaking for Costs	  	19
	 ARTICLE 7. TRUSTEE
	  	20
	 Section 7.01.
	  	Duties of Trustee	  	20

  

 - i - 









					
	 Section 7.02.
	  	Rights of Trustee	  	21
	 Section 7.03.
	  	Individual Rights of Trustee	  	22
	 Section 7.04.
	  	Trustee’s Disclaimer	  	22
	 Section 7.05.
	  	Notice of Defaults	  	22
	 Section 7.06.
	  	Reports by Trustee to Holders of the Securities	  	22
	 Section 7.07.
	  	Compensation and Indemnity	  	22
	 Section 7.08.
	  	Replacement of Trustee	  	23
	 Section 7.09.
	  	Successor Trustee by Merger, etc.	  	24
	 Section 7.10.
	  	Eligibility; Disqualification	  	24
	 Section 7.11.
	  	Preferential Collection of Claims Against Company	  	24
	 ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	24
	 Section 8.01.
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	24
	 Section 8.02.
	  	Legal Defeasance and Discharge	  	24
	 Section 8.03.
	  	Covenant Defeasance	  	25
	 Section 8.04.
	  	Conditions to Legal or Covenant Defeasance	  	25
	 Section 8.05.
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	27
	 Section 8.06.
	  	Repayment to Company	  	27
	 Section 8.07.
	  	Reinstatement	  	27
	 ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
	  	28
	 Section 9.01.
	  	Without Consent of Holders of Securities	  	28
	 Section 9.02.
	  	With Consent of Holders of Securities	  	28
	 Section 9.03.
	  	Compliance with Trust Indenture Act	  	29
	 Section 9.04.
	  	Revocation and Effect of Consents	  	29
	 Section 9.05.
	  	Notation on or Exchange of Securities	  	30
	 Section 9.06.
	  	Trustee to Sign Amendments, etc.	  	30
	 ARTICLE 10. GUARANTEES
	  	30
	 Section 10.01.
	  	Applicability of Article	  	30
	 Section 10.02.
	  	Guarantees	  	30
	 Section 10.03.
	  	Obligations Unconditional	  	31
	 Section 10.04.
	  	Execution of Guarantees	  	32
	 Section 10.05.
	  	Withholding	  	32
	 Section 10.06.
	  	Limitation of Guarantees	  	32
	 Section 10.07.
	  	Release of Guarantees	  	33
	 Section 10.08.
	  	Terms	  	33
	 ARTICLE 11. MISCELLANEOUS
	  	33
	 Section 11.01.
	  	Trust Indenture Act Controls	  	33
	 Section 11.02.
	  	Notices	  	34
	 Section 11.03.
	  	Communication by Holders of Securities with Other Holders of Securities	  	35
	 Section 11.04.
	  	Certificate and Opinion as to Conditions Precedent	  	35
	 Section 11.05.
	  	Statements Required in Certificate or Opinion	  	35
	 Section 11.06.
	  	Rules by Trustee and Agents	  	35
	 Section 11.07.
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	35
	 Section 11.08.
	  	Governing Law	  	36
	 Section 11.09.
	  	No Adverse Interpretation of Other Agreements	  	36
	 Section 11.10.
	  	Successors	  	36
	 Section 11.11.
	  	Severability	  	36
	 Section 11.12.
	  	Counterpart Originals	  	36
	 Section 11.13.
	  	Table of Contents, Headings, etc.	  	36
	 Section 11.14.
	  	Force Majeure	  	36
	 ARTICLE XII
	  	37
	 SUBORDINATION OF SECURITIES
	  	37
	 Section 12.1.
	  	Subordination Terms	  	37

  

 - ii - 








 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture
 Act
Section

	  	Indenture Section


	 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)
	  	2.06
	 (b)
	  	11.03
	 (c)
	  	11.03
	 313 (a)
	  	7.06
	 (b)(1)
	  	N.A.
	 (b)(2)
	  	7.07
	 (c)
	  	7.06;11.02
	 (d)
	  	7.06
	 314 (a)
	  	4.03;11.02
	 (b)
	  	N.A.
	 (c)(1)
	  	11.04
	 (c)(2)
	  	11.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	11.05
	 (f)
	  	N.A.
	 315 (a)
	  	7.01
	 (b)
	  	7.05;11.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.11
	 316 (a) (last sentence)
	  	2.10
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
	 (c)
	  	2.13
	 317 (a)(1)
	  	6.08
	 (a)(2)
	  	6.09
	 (b)
	  	2.05
	 318 (a)
	  	11.01
	 (b)
	  	N.A.
	 (c)
	  	11.01

  
 N.A. means not applicable. 

 

	*	This Cross Reference Table is not part of the Indenture. 








 INDENTURE dated as of
                     between XM Satellite Radio Holdings Inc., a Delaware corporation (the “Company”), and The Bank of New York, a
New York banking corporation, as trustee (the “Trustee”). 
  
 WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in
an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee; 
  
 WHEREAS, to provide the terms and conditions upon which the Securities are to
be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and 
  
 WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

  
 The Company and the Trustee agree as follows for the benefit
of each other and for equal and ratable benefit of the Holders of the Securities issued under this Indenture (the “Securities”). 
  
 ARTICLE 1. 
  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 Section 1.01. Definitions. 
  
 Certain terms used herein and not defined herein shall have the meanings assigned to them in a Board Resolution, an Officers’ Certificate or a supplemental Indenture. The following terms shall have the following meanings: 

 
 “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” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), 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. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar.

  
 “Bankruptcy Law” means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors. 
  
 “Board of Directors” means the Board of Directors of the Company, or any authorized committee of the Board of Directors. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 
  
 “Business Day” means any day other than a Legal Holiday. 
  
 “Capital Stock” means, with respect to any Person, any and all
shares (including preferred shares), interests, participations or other equity ownership interests (however designated, whether voting or non-voting) in the Person and any rights (other than debt securities convertible into or exchangeable for
corporate Capital Stock), warrants or options to purchase any thereof. 
  
 “Clearstream” means Clearstream Banking, societe anonyme. 







 “Company” means XM Satellite Radio Holdings Inc., and any and all successors thereto.

  
 “Company Order” means a written order signed in the
name of the Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
  
 “Corporate Trust Office of the Trustee” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the dated hereof is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

  
 “Custodian” means the Trustee, as custodian for the
Depositary with respect to the Securities 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 Security” means a certificated Security registered in the name of the Holder thereof and issued in
accordance with Section 2.07 hereof. 
  
 “Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Securities, and any and all
successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
  
 “Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02. 
  
 “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, or its successor as operator of the Euroclear system. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Foreign Currency” means any currency or currency unit issued by a
government other than the government of The United States of America. 
  
 “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 on the date hereof. 
  
 “Global Security Legend” means the legend set forth in
Section 2.14(3), which is required to be placed on all Global Securities 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. The term “Guarantor” shall mean any Person Guaranteeing any obligation. 
  
 “Holder” means a Person in whose name a Security is registered.

  

 - 2 - 








 “Indebtedness” means with respect to any specified Person, any indebtedness of such Person,
whether or not contingent, in respect of borrowed money, bonds, notes, debentures or similar instruments or letters of credit, banker’s acceptances, or the balance deferred and unpaid of the purchase price of any property except any such
balance that constitutes an accrued expense or trade payable. 
  
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
  
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant. 
  
 “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. 
  
 “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). 
  
 “Maturity,” when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such installment of principal becomes due and payable as therein or herein provided, whether at the stated maturity or by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise. 
  
 “Obligation” means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
  
 “Offering” means the offering of the Securities by the Company. 
  
 “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, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 11.04 hereof. 
  
 “Opinion of Counsel” means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section 11.04 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 
  
 “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). 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company, or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or
business). 
  
 “Responsible Officer” with respect to the
Trustee, means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the 

  

 - 3 - 








 
Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of
and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities” has the meaning assigned to it in the preamble to this Indenture. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Series” or “Series of Securities” means each series of
debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof. 
  
 “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. 
  
 “Subsidiary” means, with respect to any Person: 
  

	 	(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: 

  
 (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person; or 
  
 (b) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof). 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. 
  
 “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. 
  
 “U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act. 
  
 “Voting Stock,” as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the
occurrence of a contingency. 
  
 Section 1.02. Other Definitions.

  

			
	 Term

	  	 Defined
 in Section


	 “Covenant Defeasance”
	  	8.03
	 “Event of Default”
	  	6.01
	 “Legal Defeasance”
	  	8.02
	 “Paying Agent”
	  	2.04
	 “Payment Default”
	  	6.01
	 “Registrar”
	  	2.04
	 “Service Agent”
	  	2.04

  

 - 4 - 








 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 Securities; 
  
 “indenture security Holder” means a Holder of a Security; 
  
 “indenture to be qualified” means this Indenture; 
  
 “indenture trustee” or “institutional trustee” means the Trustee; and 
  
 “obligor” on the Securities means the Company and any successor obligor upon the Securities. 
  
 All other terms used in this Indenture that are defined by the TIA, defined
by the TIA’s 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 or successor sections or rules adopted by the SEC from time to time.


  
 ARTICLE 2. 
  
 THE SECURITIES 
  
 Section 2.01. Issuable in Series. 
  
 The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’
Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or
supplemental indenture may provide 

  

 - 5 - 








 
for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined.
Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 
  
 Section 2.02. Establishment of Terms of Series of Securities. 
  
 At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series
generally, in the case of Subsection 2.02(1) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.02(2) through 2.02(21)) by a Board Resolution, a supplemental indenture or an Officers’
Certificate pursuant to authority granted under a Board Resolution: 
  

	 	(1)	the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 

  

	 	(2)	the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 

  

	 	(3)	any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series); 

  

	 	(4)	the date or dates on which the principal of the Securities of the Series is payable; 

  

	 	(5)	the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall
commence and be payable and any regular record date for the interest payable on any interest payment date; 

  

	 	(6)	the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method of such payment, if by wire transfer, mail or other
means; 

  

	 	(7)	if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in
part, at the option of the Company; 

  

	 	(8)	the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

  

	 	(9)	the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed
terms and provisions of such repurchase obligations; 

  

	 	(10)	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 

  

	 	(11)	the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities);


  

 - 6 - 









	 	(12)	if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02; 

  

	 	(13)	the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such currency of
denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency; 

  

	 	(14)	the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made;


  

	 	(15)	if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 

  

	 	(16)	the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to
an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

  

	 	(17)	the provisions, if any, relating to any security provided for the Securities of the Series; 

  

	 	(18)	any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 6.02; 

  

	 	(19)	any addition to or change in the covenants set forth in Articles 4 or 5 which applies to Securities of the Series; 

  

	 	(20)	whether the Securities of the series will be convertible into shares of common stock or other securities of the Company and, if so, the terms and conditions upon which such
Securities will be so convertible, including the conversion price and the conversion period; 

  

	 	(21)	any other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01, but which may
modify or delete any provision of this Indenture insofar as it applies to such Series); and 

  

	 	(22)	any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein.


  
 All Securities of any one Series need not be
issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, and the
authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 
  
 Section 2.03. Execution and Authentication. 
  
 Two Officers shall sign the Securities for the Company by manual or
facsimile signature. 
  
 If an Officer whose signature is on a
Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. 
  

 - 7 - 








 A Security shall not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
  
 The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly
authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate. 
  
 The aggregate principal amount of
Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to
Section 2.02, except as provided in Section 2.08. 
  
 Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with
Section 11.04, and (c) an Opinion of Counsel complying with Section 11.04 and which shall also state: (1) that the form of such Securities has been established by an Officers’ Certificate, a supplemental indenture or by or
pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with
Section 2.01 and in conformity with the other provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or
affecting the enforcement of creditors’ rights and to general equity principles. 
  
 The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or
(b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of
any then outstanding Series of Securities. 
  
 The Trustee may
appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities 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 the Company or an Affiliate. 
  
 Section 2.04. Registrar and Paying Agent. 
  
 The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to
Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
  
 The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to
time rescind such designations; provided, however, that no such 

  

 - 8 - 








 
designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so
specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any
additional service agent. 
  
 The Company hereby appoints the
Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 
  
 Section 2.05. 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 Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will
notify the Trustee of any default by the Company 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 Securityholders of any Series of Securities all money held by it as Paying Agent. 
  
 Section 2.06. Securityholder 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
Securityholders of each Series of Securities 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 ten 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 Securityholders of each Series of Securities. 
  
 Section 2.07. Transfer and Exchange. 
  
 Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted
herein), 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 tax or similar governmental charge payable upon exchanges
pursuant to Sections 2.11, 3.06 or 9.05). 
  
 Neither the Company
nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of
Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole
or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 
  

 - 9 - 








 Section 2.08. Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a
new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security. 
  
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 
  
 Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 Section 2.09. Outstanding Securities. 
  
 The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 
  
 If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced
Security is held by a bona fide purchaser. 
  
 If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds to the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be
outstanding and interest on them ceases to accrue. 
  
 A Security
does not cease to be outstanding because the Company or an Affiliate holds the Security. 
  
 In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02. 
  
 Section 2.10. Treasury Securities.

  
 In determining whether the Holders of the required
principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver Securities of a Series owned by 

  

 - 10 - 








 
the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 
  
 Section 2.11. Temporary Securities. 
  
 Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall
have the same rights under this Indenture as the definitive Securities. 
  
 Section 2.12. Cancellation. 
  
 The Company
at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Securities (subject to the record retention requirement of the Exchange Act) pursuant to the Trustee’s customary procedures
for the disposition of canceled securities and deliver a certificate of such disposition to the Company, unless the Company otherwise directs. The Company may not issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation. 
  
 Section 2.13. Defaulted Interest.

  
 If the Company defaults in a payment of interest on a
Series of Securities, it shall pay the defaulted interest in any lawful manner, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record
date. The Company shall fix the record date and payment date. At least 15 days before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the
amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 
  
 Section 2.14. Global Securities. 
  
 (1) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form
of one or more Global Securities and the Depositary for such Global Security or Securities. 
  
 (2) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to
Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such event,
(ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global
Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate
principal amount equal to the principal amount of the Global Security with like tenor and terms. 
  
 Except as provided in this Section 2.14(2) a Global Security may not be transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such 

  

 - 11 - 








 
Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary. 
  
 (3) Legend. Any Global Security
issued hereunder shall bear a legend in substantially the following form: 
  
 “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) 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 2.06 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07
OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF XM
SATELLITE RADIO HOLDINGS INC.” 
  
 (4) Acts of
Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under
the Indenture. 
  
 (5) Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
  
 (6) Consents, Declaration and Directions. Except as provided in
Section 2.14(5), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the
Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
  
 Section 2.15. CUSIP Numbers. 
  
 The Company in issuing the Securities 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. 
  
 ARTICLE 3. 
  
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01. Notices to Trustee. 
  
 The Company may, with respect to any Series of Securities, reserve the right
to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the stated maturity thereof at such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior to the stated maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and
the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 10 but no more that 60 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 
  

 - 12 - 








 Section 3.02. Selection of Securities to Be Redeemed. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all of the Securities are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Securities to be redeemed as follows: 
  

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

  

	 	(2)	if the Securities are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate.


  
 No Securities of $1,000 of principal amount or
less will be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. Notices of redemption will be mailed
by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Notices of redemption may not be conditional. 
  
 If any Security is to be redeemed in part only, the notice of redemption that
relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name
of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or accrete on Securities or portions of them
called for redemption. 
  
 Section 3.03. Notice of Redemption.

  
 Unless otherwise indicated for a particular Series by a
Board Resolution, a supplemental indenture or an Officers’ Certificate, at least 10 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 Securities are to be redeemed at its registered address. 
  
 The notice shall identify the Securities to be redeemed (including the CUSIP number, if any) and shall state: 
  

	 	(1)	the redemption date; 

  

	 	(2)	the redemption price; 

  

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

  

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

  

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

  

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


  

	 	(7)	the paragraph of the Securities and/or provision of an indenture pursuant to which the Securities called for redemption are being redeemed; and 

  

 - 13 - 









	 	(8)	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 Securities. 

  
 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, Securities 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 Securities 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 Securities 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 Securities or the portions of Securities called for redemption. If a Security 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 Security was registered at the close of business on such record date. If any Security 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 paid, and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities. 
  
 Section 3.06. Securities Redeemed in Part. 
  
 Upon surrender of a Security 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 Security equal in principal
amount to the unredeemed portion of the Security surrendered. 
  
 ARTICLE 4. 
  
 COVENANTS 
  
 Section 4.01. Payment of Securities. 
  
 The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 
  
 Section 4.02. Compliance Certificate. 
  
 The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a brief certificate from its principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this
Indenture, and in the 

  

 - 14 - 








 
event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 4.02, such compliance shall be
determined without regard to any period of grace or requirement of notice under this Indenture. 
  
 Section 4.03. Statement by Officers as to Default. 
  
 The Company shall deliver to the Trustee, as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Company proposes
to take with respect thereto. 
  
 Section 4.04. 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 Securities. 
  
 Section 4.05. Corporate Existence.

  
 Subject to Article 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and effect: 
  

	 	(1)	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 or any such Subsidiary and 

  

	 	(2)	the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company 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
and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Securities. 

  
 ARTICLE 5. 
  
 SUCCESSORS 
  
 Section 5.01. Merger, Consolidation or Sale of Assets. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company shall not: 
  

	 	(1)	consolidate or merge with or into (whether or not the Company is the surviving corporation); or 

  

	 	(2)	sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation,
Person or entity, 

  
 in either case unless:

  

	 	(a)	 either (A) the Company is the surviving corporation; or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other
than the Company) or 



  

 - 15 - 









	 	 
to which the sale, assignment, transfer, lease, 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; 


  

	 	(b)	the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which the sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; and


  

	 	(c)	immediately after such transaction no Default exists. 

  
 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, as modified or supplemented by an Officers’ Certificate, a Board Resolution or a supplemental 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 Securities except in the case of a sale 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. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture, or an Officers’ Certificate, each of the following constitutes an Event of Default: 
  

	 	(1)	default for 30 days in the payment when due of interest on the Securities; 

  

	 	(2)	default in payment when due of the principal of or premium, if any, on the Securities; 

  

	 	(3)	failure by the Company or any of its Subsidiaries for 60 days after notice by the Trustee or the Holders of at least 25% in the aggregate principal amount of the Securities then
outstanding, voting as a single class, to comply with any of its other agreements in the Indenture or the Securities; 

  

	 	(4)	 default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness (as defined in
the Board Resolution, a supplemental indenture, or an Officers’ Certificate for a particular Series) for money borrowed by the Company (or the payment of which is guaranteed by the Company) whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default results in the acceleration of the Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has 



  

 - 16 - 









	 	 
been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; 


  

	 	(5)	the Company pursuant to or within the meaning of Bankruptcy Law: 

  

	 	(a)	commences a voluntary case, 

  

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

  

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

  

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

  

	 	(e)	generally is not paying its debts as they become due; or 

  

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

  

	 	(a)	is for relief against the Company in an involuntary case; 

  

	 	(b)	appoints a Custodian of the Company or for all or substantially all of the property of the Company; or 

  

	 	(c)	orders the liquidation of the Company; 

  
 and the order or decree remains unstayed and in effect for 90 consecutive days. 
  
 Section 6.02. Acceleration. 
  
 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 Securities may
declare all the Securities to be due and payable immediately. Upon any such declaration, the principal of, and accrued and unpaid interest if any, on such Securities shall become due and payable immediately. Notwithstanding the foregoing, if an
Event of Default specified in clause (5) or (6) of Section 6.01 hereof occurs with respect to the Company, all outstanding Securities shall be due and payable immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if
all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 
  
 Section 6.03. Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, and
interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Security 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. 
  

 - 17 - 








 Section 6.04. Waiver of Past Defaults. 
  
 Holders of not less than a majority in aggregate principal amount of the then outstanding Securities by notice to the
Trustee may on behalf of the Holders of all of the Securities 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, if any, or
interest on, the Securities (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities 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. 
  
 Section 6.05. Control by Majority. 
  
 Holders of a majority in principal amount of the then outstanding Securities 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 Securities or that may involve
the Trustee in personal liability. 
  
 Section 6.06. Limitation on Suits.

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

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

  

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

  

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


  

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


 

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


  
 A Holder of a Security may not use this
Indenture to prejudice the rights of another Holder of a Security or to obtain a preference or priority over another Holder of a Security. 
  
 Section 6.07. Rights of Holders of Securities to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal of, premium, if any, and
interest on the Security, on or after the respective due dates expressed in the Security (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. 
  
 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 for the whole amount of principal of, premium, if any, and
interest remaining unpaid on the Securities and interest on overdue principal and, 

  

 - 18 - 








 
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. 
  
 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 Securities allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), 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 Securities 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 Securities for
amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, 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 Securities 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,
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 Security pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities. 
  

 - 19 - 








 ARTICLE 7. 
  

TRUSTEE 
  
 Section 7.01. Duties of Trustee. 
  

	 	(1)	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. 

  

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

  

	 	(a)	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, as modified or supplemented by an Officers’ Certificate, a Board Resolution or a supplemental indenture, and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


  

	 	(b)	in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

  

	 	(3)	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:


  

	 	(a)	this paragraph does not limit the effect of paragraph (2) of this Section; 

  

	 	(b)	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 

  

	 	(c)	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. 

  

	 	(4)	Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (1), (2), and (3) of this
Section. 

  

	 	(5)	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. 

  

	 	(6)	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. 

  

 - 20 - 








 Section 7.02. Rights of Trustee. 
  

	 	(1)	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. 

  

	 	(2)	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 of its selection and the written or oral 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. 

  

	 	(3)	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. 

  

	 	(4)	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. 

  

	 	(5)	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.


  

	 	(6)	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 satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 

  

	 	(7)	The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney. 

  

	 	(8)	In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

  

	 	(9)	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 Securities and this Indenture. 

  

	 	(10)	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. 

  

	 	(11)	The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture. 

  

 - 21 - 








 Section 7.03. Individual Rights of Trustee. 
  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Securities 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, as
modified or supplemented by an Officers’ Certificate, a Board Resolution or a supplemental indenture, or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company
or upon the Company’s direction under any provision of this Indenture, as modified or supplemented by an Officers’ Certificate, a Board Resolution or a supplemental 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 Securities or any other document in connection with the sale of the Securities 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 Securities 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 Security, 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
Securities. 
  
 Section 7.06. Reports by Trustee to Holders of the
Securities. 
  
 Within 60 days after each May 15,
beginning with the May 15 for so long as Securities remain outstanding, the Trustee shall mail to the Holders of the Securities 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). 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 Securities shall be mailed to the Company and filed with the SEC and each stock exchange on which the Securities are listed in accordance with TIA Section 313(d). The Company shall promptly notify the
Trustee when the Securities are listed on any stock exchange and of any delisting thereof. 
  
 Section 7.07. Compensation and Indemnity. 
  
 The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee 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. 
  
 The Company shall indemnify the Trustee or any predecessor Trustee and their agents for, and hold them harmless 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 costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether 

  

 - 22 - 








 
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 Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. 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 Securities may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

  

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

  

	 	(2)	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; 

  

	 	(3)	a Custodian or public officer takes charge of the Trustee or its property; or 

  


	 	(4)	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 Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

  
 If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense), the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities may petition 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. 
  

 - 23 - 








 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. 
  
 If at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture,
any of the Securities of a series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so authenticated; and if at that
time any of the Securities of a series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the Securities of a series or in this Indenture provided that the certificate of the Trustee shall have. 
  
 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 $75 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 Securities upon compliance with the conditions set forth below in this Article Eight. 
  
 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 shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been 

  

 - 24 - 








 
discharged from its obligations with respect to all outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities, 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 (1) and (2) below, and to have satisfied all its other obligations under such Securities 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: 
  

	 	(1)	the rights of Holders of outstanding Securities 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 principal of, premium, if any, and interest on such Securities when such payments are due; 

  

	 	(2)	the Company’s obligations with respect to such Securities under Article 2 hereof; 

  

	 	(3)	the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and 

  

	 	(4)	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 an
Officers’ Certificate, a Board Resolution or a supplemental indenture and clause (4) of Section 5.01 hereof with respect to the outstanding Securities on and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, “Covenant Defeasance”), and the Securities 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 Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities, 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 Securities 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(3) through 6.01(6) 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 Securities: 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance: 
  

	 	(1)	 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 principal of, premium, if any, and interest on the outstanding 



  

 - 25 - 









	 	 
Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; 


  

	 	(2)	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 of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Securities 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; 

  

	 	(3)	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 Securities 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; 

  

	 	(4)	no Default or Event of Default shall have occurred and be continuing either: 

  

	 	(a)	on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or 

  

	 	(b)	insofar as Sections 6.01(7) or 6.01(8) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; 

  

	 	(5)	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 is a party or by which the Company is bound; 

  

	 	(6)	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; 

  

	 	(7)	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 or others; and 

  

	 	(8)	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. 

  

 - 26 - 








 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 Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities 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 Securities of all sums due and to become due thereon in respect of principal, premium, 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 Securities. 
  
 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 principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, 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 Security 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. 
  
 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 obligations under this Indenture and the Securities 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 principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent. 
  

 - 27 - 








 ARTICLE 9 
  

AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01. Without Consent of Holders of Securities. 
  
 Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the
consent of any Holder of Securities: 
  

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

  

	 	(2)	to provide for uncertificated Securities in addition to or in place of certificated Securities; 

  

	 	(3)	to provide for the assumption of the Company’s obligations to the Holders of the Securities by a successor to the Company pursuant to Article 5 hereof;


  

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

  

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

  

	 	(6)	as provided in Section 2.02 hereof. 

  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized 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 such amended or supplemental Indenture that affects its own rights, duties or immunities
under this Indenture or otherwise. 
  
 Section 9.02. With Consent of
Holders of Securities. 
  
 Except as provided below in this
Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Securities with the consent of the Holders of at least a majority in principal amount of the Securities 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 Securities), 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 Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the
Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Securities). Section 2.09 hereof shall determine which Securities are considered to be “outstanding” for purposes of this Section 9.02. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture 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 such amended or supplemental Indenture. 
  

 - 28 - 








 It shall not be necessary for the consent of the Holders of Securities 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 Securities 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 of the Securities then outstanding, voting as a single class, may waive compliance in a particular instance by the Company with any provision
of this Indenture or the Securities. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities held by a non-consenting Holder): 
  

	 	(1)	reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

  

	 	(2)	reduce the principal of or change the fixed maturity of any Security or alter or waive any of the provisions with respect to the redemption of the Securities;


  

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

  

	 	(4)	waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the
Holders of at least a majority in aggregate principal amount of the then outstanding Securities and a waiver of the payment default that resulted from such acceleration); 

  

	 	(5)	make any Security payable in money other than that stated in the Securities; 

  

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

  

	 	(7)	waive a redemption payment with respect to any Security; 

  

	 	(8)	except as provided under Article Eight hereof or in accordance with the terms of any Security Guarantee, release any Guarantor from any of its obligations under its Security
Guarantee or make any change in a Security Guarantee that would adversely affect the Holders of the Securities; or 

  

	 	(9)	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 Securities shall be set forth in an 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 Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before
the date the waiver, supplement or amendment 

  

 - 29 - 








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

  
 Failure to make the appropriate notation or issue a new
Security 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 authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required by Section 11.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized
or permitted by this Indenture. 
  
 ARTICLE 10. 

 
 GUARANTEES 
  
 Section 10.01. Applicability of Article. 
  
 If applicable, the guarantee of any series of Securities shall be
established in accordance with Article Two and in accordance with this Article. 
  
 Section 10.02. Guarantees. 
  
 Subject to
the provisions of this Article 10, each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
that: (a) the aggregate principal amount of, and premium, if any, and interest on the Securities 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 Securities and all other obligations of the Company to the Holders or the Trustee hereunder or under the Securities (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 Securities 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, each Guarantor will be obligated to pay or to perform or to cause the performance of, the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Indenture Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of each Guarantor
hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities
or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any thereof, the entry of any judgment against the Company, 

  

 - 30 - 








 
any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands
whatsoever. Each Guarantor hereby covenants 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.

  
 If the Trustee or the Holder of any Security is required by
any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or such Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, notwithstanding any stay, injunction or other
prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. 
  
 Each Guarantor hereby further agrees that its obligations under this Indenture and the Securities shall be unconditional, regardless of the validity,
regularity or enforceability of this Indenture or the Securities, the absence of any action to enforce this Indenture or the Securities, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Securities, any
modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to enforce any such judgment, or any other circumstance that might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. 
  
 Each Guarantor
that makes or is required to make any payment in respect of its Guarantee shall be entitled to seek contribution from the other Guarantors to the extent permitted by applicable law; provided that each Guarantor agrees that any such claim for
contribution that such Guarantor may have against any other Guarantor shall be subrogated to the prior payment in full, in cash, of all obligations owed to Holders under or in respect of the Securities. 
  
 Each Guarantor hereby irrevocably waives any claim or other rights that it
may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral that any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the principal of (and premium, if any) and interest on the Securities shall not have been paid in
full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon
the principal of (and premium, if any) and interest on the Securities. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture and that the waivers set forth in
this Section 10.02 are knowingly made in contemplation of such benefits. 
  
 Each Guarantee set forth in this Section 10.02 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by
or on behalf of the Trustee. 
  
 Section 10.03. Obligations Unconditional.

  
 Subject to Section 10.06, nothing contained in this
Article Ten or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among each Guarantor and the Holders, the obligation of each Guarantor, which is absolute and unconditional, upon failure by the Company, to pay to
the Holders the principal of (and 

  

 - 31 - 








 
premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders and creditors of each Guarantor, nor shall anything herein or therein prevent any Holder or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture. 
  
 Without limiting the foregoing, nothing
contained in this Article Ten will restrict the right of the Trustee or the Holders to take any action to declare the Guarantee to be due and payable prior to the stated maturity of the Securities pursuant to Section 6.02 or to pursue any
rights or remedies hereunder. 
  
 Section 10.04. Execution of Guarantees.

  
 To evidence its obligations under this Article Ten, each
Guarantor hereby agrees to execute a guarantee in a form set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate for each series of Securities guaranteed by the Guarantor, to be endorsed on each Security
authenticated and delivered by the Trustee. The signature of any officer of a Guarantor on the Securities may be manual or facsimile. Each Guarantor hereby agrees that its Guarantee set forth in this Article Ten shall remain in full force and effect
notwithstanding any failure to endorse such Guarantee on any series of Securities. 
  
 Section 10.05. Withholding. 
  
 All payments
made by a Guarantor with respect to the Guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of
any country (other than the United States) or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is then required
by law. In the event that any country (other than the United States) or any political subdivision thereof, or any authority therein or thereof, imposes any such withholding or deduction on (a) any payments made by a Guarantor with respect to
the Guarantees or (b) any net proceeds on the sale to or exchange with any Guarantor of the Securities, such Guarantor will pay such additional amounts as may be necessary in order that the net amounts received in respect to such payments or
sale or exchange by the Holders or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts that would have been received in respect of such payments or sale or exchange in the absence of such
withholding or deduction; except that no such additional amounts shall be payable with respect to any series of Securities held by or on behalf of a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such
Security by reason of his being a citizen or resident of, or carrying on a business in, the country of residence of any Guarantor. Notwithstanding the foregoing, a Guarantor making a payment on the Securities pursuant to the Guarantee shall not be
required to pay any additional amounts if (x) the beneficial holder of a Security received by certified mail (evidenced by a return receipt signed by such beneficial holder) (i) written notice from such Guarantor no less than 60 days in
advance of making such payment and (ii) the appropriate forms or instructions necessary to enable such beneficial holder to certify or document the availability of an exemption from, or reduction of, the withholding or deduction of such taxes
under applicable law, which such instructions shall clearly specify that additional amounts under this Section 10.05 may not be paid if such forms are not completed by such beneficial holder, and (y) the Guarantor that would otherwise have
to pay such additional amounts establishes to the satisfaction of the Trustee that the obligation to pay such additional amounts would not have risen but for the failure of such beneficial holder to (i) duly complete such forms as were actually
received by such beneficial holder or respond to such instructions and (ii) provide to such Guarantor such duly completed forms or responses to instructions. Without prejudice to the survival of any of the agreements of the Guarantors
hereunder, the agreements and obligations of the Guarantors contained in this Section 10.05 shall survive the payment in full of Securities and all other amounts payable under this Guarantee. 
  
 Section 10.06. Limitation of Guarantees. 
  
 The Company and each Holder by its acceptance thereof, hereby confirm that
it is the intention of all such parties that any Guarantee of the Securities executed by a Guarantor under this Indenture and the terms of a Board Resolution, a supplemental indenture or an Officers’ Certificate for any series of Securities not
constitute a 

  

 - 32 - 








 
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act or any similar federal or state law. To
effectuate the foregoing intention, in the event that any such Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the Guarantor under such
Guarantee shall be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of such Guarantor, permissible under the applicable fraudulent conveyance or similar law. 
  
 Section 10.07. Release of Guarantees. 
  
 (1) Concurrently with the payment in full of all of the Securities, the
Guarantors shall be released from and relieved of their obligations under this Article Ten. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the transaction giving rise to
the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If
any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated
until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. 
  
 (2) Upon the sale or disposition of all the Capital Stock owned by the
Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all
obligations under this Article Ten; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges
of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if
requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Ten.

  
 Section 10.08. Terms. 
  
 No Guarantor may consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person) another corporation, Person or entity (other than the Company or another Guarantor), unless (i) subject to the provisions of Section 10.07 hereof, the Person formed by or surviving any such consolidation
or merger (if other than the Guarantor) assumes all of the obligations of such Guarantor under the Securities (including the guarantee) in form and substance reasonably satisfactory to the Trustee, together with an Officers’ Certificate of the
Company and an Opinion of Counsel stating that the transaction and such supplemental indenture comply with this Indenture and (ii) immediately after giving effect to such transaction, no Event of Default exists. 
  
 ARTICLE 11. 
  
 MISCELLANEOUS 
  
 Section 11.01. Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section318(c), the imposed duties shall control. 
  

 - 33 - 








 Section 11.02. 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), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Company: 
  
 XM Satellite Radio Holdings Inc. 
 1500
Eckington Place, N.E. 
 Washington, D.C. 20002 
 Telecopier No.: (202) 380-4500 
 Attention: General Counsel 
  
 With a copy to: 
  
 Hogan & Hartson L.L.P. 
 555 13th 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, Floor 8W 
 New York, New
York 10286 
 Telecopier No.: (212) 815-5707 
 Attention: Corporate Trust Administration 
  
 The Company 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 answered back, if telexed; 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 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. 
  

 - 34 - 








 Section 11.03. Communication by Holders of Securities with Other Holders of Securities. 
  
 Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 
  
 Section 11.04. Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee: 
  

	 	(1)	an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 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 

  

	 	(2)	an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

  
 Section 11.05. 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: 
  

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

  

	 	(2)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;


  

	 	(3)	a statement that, in the opinion of such 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 

  

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

  
 Section 11.06. 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; provided that no such rule shall conflict with the terms of this Indenture or the TIA. 
  
 Section 11.07. No Personal Liability of Directors, Officers, Employees and
Stockholders. 
  
 No past, present or future director,
officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Securities, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. 
  

 - 35 - 








 Section 11.08. Governing Law. 
  
 THIS INDENTURE AND THE SECURITIES 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. 
  
 Section 11.09. 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 11.10. Successors. 

 
 All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 Section 11.11. Severability. 
  
 In case any provision in this Indenture or in the Securities 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 11.12. 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 11.13. 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. 
  
 Section 11.14. Force Majeure. 
  
 In no
event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
  

 - 36 - 








 ARTICLE XII 
  
 SUBORDINATION OF SECURITIES 
  

Section 12.1. Subordination Terms. 
  
 The payment by the Company of the principal of, premium, if any, and interest on any series of Securities issued hereunder shall be subordinated to the
extent set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate relating to such securities. 
  
 [Signatures on following page] 
  

 - 37 - 









									
	 	 	 	 	 SIGNATURES

	 Dated as of _________________________________
	 	 	 	 
			
	 	 	 	 	 XM Satellite Radio Holdings Inc.

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 
			
	 	 	 	 	 The Bank of New York

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  

 - 38 -