Exhibit 10.12 VOTING AGREEMENT This VOTING AGREEMENT, dated as of December 21, 2002 (this "Agreement"), is entered into by and among Black Bear Fund II, L.L.C., a limited liability company duly organized under the laws of the State of California...Voting Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
Exhibit 10.3 AMENDMENT TO NOTE PURCHASE AGREEMENT This Amendment (this "Amendment") to that certain Note Purchase Agreement, dated as of December 21, 2002 (the "Agreement"), by and among XM SATELLITE RADIO INC., a Delaware corporation (the "Company"),...Note Purchase Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 23rd, 2002 • Xm Satellite Radio Inc • Communications services, nec • Delaware
among XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. and XM EQUIPMENT LEASING LLC as Grantors andSecurity Agreement • January 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
INDENTUREIndenture • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
Exhibit 10.5 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 28, 2003, is hereby entered into by and among XM Satellite Radio Holdings...Registration Rights Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
among XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. and XM EQUIPMENT LEASING LLC as Grantors andSecurity Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
Exhibit 10.6 SUPPLEMENTAL INDENTURE This Supplemental Indenture, dated as of November 15, 2001 (this "SUPPLEMENTAL INDENTURE"), between XM Satellite Radio Inc., a Delaware corporation (the "COMPANY"), and The Bank of New York (successor to United...Supplemental Indenture • December 6th, 2001 • Xm Satellite Radio Inc • Communications services, nec • New York
Exhibit 4.14 XM Satellite Radio Inc. 14% SENIOR SECURED NOTES DUE 2010 THIRD SUPPLEMENTAL INDENTURE Dated January 27, 2003 The Bank of New YorkThird Supplemental Indenture • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
amongCredit Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
SECURITY AGREEMENTSecurity Agreement • December 6th, 2001 • Xm Satellite Radio Inc • Communications services, nec • New York
WITNESSETHShareholder Agreements • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
Exhibit 4.6 WARRANT AGREEMENT XM Satellite Radio Holdings Inc.Warrant Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
AMENDED AND RESTATED AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
RECITALS:Distribution Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
Intercreditor And Collateral Agency Agreement (General Security Agreement) Dated as of January __, 2003Intercreditor and Collateral Agency Agreement • January 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT March 15, 2000 by and among XM Satellite Radio Inc.,Registration Rights Agreement • September 1st, 2000 • Xm Satellite Radio Inc • Communications services, nec • New York
EMPLOYMENT AGREEMENT Between XM SATELLITE RADIO HOLDINGS INC. and XM SATELLITE RADIO INC. and GARY PARSONS Dated as of July 1, 2001 Amended March 20, 2003Employment Agreement • May 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Virginia
THIS AGREEMENT is entered into as of July 1, 2001 (the “Effective Date”), by and between XM Satellite Radio Holdings Inc., a Delaware corporation, and its subsidiary XM Satellite Radio Inc., a Delaware corporation, both having a place of business at 1500 Eckington Place, N.E., Washington, D.C. 20002 (hereinafter collectively referred to as “XM”) and Gary Parsons (“EMPLOYEE”) a resident of the State of Maryland.
WITNESSETHDirector Designation Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
ARTICLE 2 TERM OF AGREEMENT; EMPLOYMENTEmployment Agreement • August 13th, 2001 • Xm Satellite Radio Inc • Communications services, nec • Virginia
AMENDED AND RESTATED SECURITY AGREEMENT Dated as of January __, 2003Security Agreement • January 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec
Exhibit 4.5 Intercreditor And Collateral Agency Agreement (FCC License Subsidiary Pledge Agreement) Dated as of January 28, 2003Intercreditor and Collateral Agency Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
WITNESSETHDirector Designation Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
Exhibit 4.3 AMENDED AND RESTATED SECURITY AGREEMENT Dated as of January 28, 2003Security Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
Exhibit 4.11 THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY...Warrant Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • New York
EXHIBIT 4.5 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Pledge Agreement") is made and entered into as of March 15, 2000 by XM SATELLITE RADIO INC., a Delaware corporation (the "Company"), having its registered office at 1250 23/RD/ Street,...Pledge Agreement • September 1st, 2000 • Xm Satellite Radio Inc • Communications services, nec • New York
AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • May 15th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
This Amended and Restated Director Designation Agreement, dated as of February 1, 2003 (this “Agreement”), is hereby entered into by and among XM Satellite Radio Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”); AEA XM Investors I LLC, AEA XM Investors II LLC, AEA XM Investors IA LLC and AEA XM Investors IIA LLC, each a limited liability company organized under the laws of the State of Delaware (individually or collectively “AEA XM”); Clear Channel Investments, Inc., a corporation duly organized under the laws of the State of Nevada (“Clear Channel”);; Hughes Electronics Corporation, corporation duly organized under the laws of Delaware (“Hughes”); American Honda Motor Co., Inc., a corporation duly organized under the laws of the State of California (“Honda”); and Madison Dearborn Capital Partners III, L.P. (“Madison Capital”), Madison Dearborn Special Equity III, L.P. (“Madison Equity”), and Special Advisors Fund I, LLC (“Madison Advi
Exhibit 10.7 AMENDED AND RESTATED ASSIGNMENT AND USE AGREEMENT THIS AMENDED AND RESTATED ASSIGNMENT AND USE AGREEMENT (this "Agreement"), dated as of January 28, 2003, is between XM Radio Inc., a Delaware corporation, ("Licensee"), and XM Satellite...Assignment and Use Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • District of Columbia
as Issuer, EFFANEL MUSIC, INC., as Guarantors, SIRIUS XM RADIO INC. AND THE BANK OF NEW YORK MELLON, as Trustee, SUPPLEMENTAL INDENTURE Dated as of April 14, 2010 to INDENTURE Dated as of August 1, 2008 7% Exchangeable Senior Subordinated Notes due 2014Supplemental Indenture • May 7th, 2010 • Xm Satellite Radio Inc • Communications services, nec • New York
SUPPLEMENTAL INDENTURE, dated as of April 14, 2010, among XM SATELITE RADIO INC., a Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (“Sirius”), 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”).
Exhibit 4.10 [Face of Note] --------------------------------------------------- ----------------------------- FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS...Senior Secured Discount Note • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec
as Issuer, 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 2013Third Supplemental Indenture • May 7th, 2010 • Xm Satellite Radio Inc • Communications services, nec • New York
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”).
as Issuer, SIRIUS XM RADIO INC., as Parent, as Guarantors, AND as Trustee and Collateral Trustee, Up to $250,000,000 Aggregate Principal Amount of Senior PIK Secured Notes due 2011 SUPPLEMENTAL INDENTURE Dated as of April 14, 2010 to INDENTURE Dated...Supplemental Indenture • April 16th, 2010 • Xm Satellite Radio Inc • Communications services, nec • New York
SUPPLEMENTAL INDENTURE, dated as of April 14, 2010, among XM SATELLITE RADIO HOLDINGS INC., a Delaware corporation (the “Company”), SIRIUS XM RADIO INC., a Delaware corporation (the “Parent”), the Guarantors (as defined in the Indenture referred to herein), XM SATELLITE RADIO INC., a Delaware corporation (the “Successor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
as Issuer, EFFANEL MUSIC, INC., as Guarantors, AND THE BANK OF NEW YORK MELLON, as Trustee, FOURTH SUPPLEMENTAL INDENTURE Dated as of April 14, 2010 to INDENTURE Dated as of May 1, 2006Fourth Supplemental Indenture • May 7th, 2010 • Xm Satellite Radio Inc • Communications services, nec • New York
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”).
THIRD AMENDED AND RESTATED DISTRIBUTION AND CREDIT AGREEMENTDistribution Agreement • February 28th, 2008 • Xm Satellite Radio Inc • Communications services, nec • Delaware
THIS AGREEMENT, entered into and effective originally as of July 7, 1999, is hereby amended and restated as of this 6th day of February, 2008, by and among General Motors Corporation, a Delaware corporation (“GM”), XM Satellite Radio Holdings Inc., a Delaware corporation (“Holdings”), and XM Satellite Radio Inc., a Delaware corporation (“XM”) and a wholly owned subsidiary of Holdings. This amended and restated Agreement amends and restates that certain Second Amended and Restated Distribution Agreement, dated as of January 28, 2003, as subsequently amended, by and between OnStar Corporation, a Delaware corporation that is a wholly owned subsidiary of GM (“OnStar”), XM and Holdings (the “Original OnStar Distribution Agreement”), and that certain Credit Agreement, dated as of January 28, 2003 and as subsequently amended, by and between XM, Holdings and GM (the “Original GM Credit Facility”).
