exv4w3






Exhibit 4.3




EXECUTION VERSION




XM SATELLITE RADIO INC.,




as Issuer,



XM 1500 ECKINGTON LLC,



XM INVESTMENT LLC,



XM EQUIPMENT LEASING LLC,



XM RADIO INC.,



XM EMALL INC.,



XM CAPITAL RESOURCES INC.,



XM INNOVATIONS INC., and



EFFANEL MUSIC, INC.,



as Guarantors,



AND



THE BANK OF NEW YORK MELLON,



as Trustee,



THIRD SUPPLEMENTAL INDENTURE



Dated as of April 14, 2010



to



INDENTURE



Dated as of July 31, 2008



13% Senior Notes due 2013



 









 





          SUPPLEMENTAL INDENTURE, dated as of April 14 2010, among XM SATELITE RADIO INC., a Delaware
corporation (the “Company”), XM 1500 ECKINGTON LLC, a Delaware limited liability company
(“Eckington”), XM INVESTMENT LLC a Delaware limited liability company
(“Investment”), XM EMALL INC., a Delaware corporation (“EMall”), XM CAPITAL
RESOURCES INC., a Delaware corporation (“Capital Resources”), XM INNOVATIONS INC., a
Delaware corporation (“Innovations”), EFFANEL MUSIC, INC., a New York corporation (with
Eckington, Investment, EMall, Capital Resources and Innovations, each an “Additional
Guarantor”), the other Guarantors (as defined in the Indenture referred to herein) and THE
BANKOF NEW YORK MELLON, as trustee (the “Trustee”).




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




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




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guarantor, each Additional
Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders as follows:




          1. CAPITALIZED TERMS. Capitalized terms used herein without definition will have the meanings
assigned to them in the Indenture.




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




          3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of each Guarantor or Additional Guarantor, as such, will have
any liability for any obligations of the Company or any Guarantor or any Additional Guarantor under
the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.




          4. GOVERNING LAW. This Supplemental Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.




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




          6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and will not
affect the construction hereof.







1









 








          7. THE TRUSTEE. The Trustee will not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by each Guarantor, each Additional
Guarantor and the Company.




[remainder of page intentionally left blank]








2









 








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




	 	 	 	 	 
	 	


XM SATELLITE RADIO INC.


 	 
	 	By:      	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	
XM 1500 ECKINGTON LLC


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

XM INVESTMENT LLC


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

XM EQUIPMENT LEASING LLC


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

XM RADIO INC.


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



3









 







	 	 	 	 	 
	 	XM EMALL INC.


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

XM CAPITAL RESOURCES INC.


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


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


 	 
	 	By:  	/s/ David J. Frear
 	 
	 	 	David J. Frear 	 
	 	 	Treasurer 	 
	 
	 	
THE BANK OF NEW YORK MELLON, as 

Trustee


 	 
	 	By:  	/s/ Sherma Thomas
 	 
	 	 	Sherma Thomas 	 
	 	 	Senior Associate 	 
	 




4