SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • March 18th, 2009 • Xm Investment LLC • Communications services, nec • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of XM 1500 Eckington LLC (the “Company”) is made and entered into, effective as of February 9, 2007, by XM Satellite Radio Holdings Inc., as the sole equity member of the Company (the “Equity Member” or the “Initial Member”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 6, 2009 among XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC., The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • April 9th, 2009 • Xm Investment LLC • Communications services, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 6, 2009 (this “Agreement”), among XM SATELLITE RADIO INC., a Delaware corporation (the “Borrower”), XM SATELLITE RADIO HOLDINGS INC., a Delaware corporation (“Holdings”), the lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders hereunder (together with its successors in such capacity, the “Administrative Agent”).
JOINDER AGREEMENTJoinder Agreement • April 9th, 2009 • Xm Investment LLC • Communications services, nec
This JOINDER AGREEMENT, dated as of March 6, 2009 (this “Joinder Agreement”) is delivered pursuant to the Security Agreement, dated as of January 28, 2003, as amended by the First Amendment to Security Agreement, dated as of June 12, 2003, and as further amended by the Second Amendment to Security Agreement, dated as of March 6, 2009 (as it may be from time to time further amended, amended and restated, modified or supplemented, the “Security Agreement”), among XM Satellite Radio Inc., a Delaware corporation, XM Satellite Radio Holdings Inc., a Delaware corporation, XM Equipment Leasing LLC, a Delaware limited liability company and JP Morgan Chase Bank, N.A. (as successor in interest to The Bank of New York), acting as collateral agent (“Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 9th, 2009 • Xm Investment LLC • Communications services, nec • New York
Intercreditor Agreement (this “Agreement”), dated as of March 6, 2009, among JPMORGAN CHASE BANK, N.A. (as successor in interest to The Bank of New York), as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Credit Agreement Representative”) for the Credit Agreement Lenders (as defined below), LIBERTY MEDIA CORPORATION, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), XM SATELLITE RADIO INC., a Delaware corporation (the “Borrower”), and each of the other Loan Parties (as defined below) party hereto.
SECOND AMENDMENT TO SECURITY AGREEMENTTo Security Agreement • April 9th, 2009 • Xm Investment LLC • Communications services, nec • New York
THIS SECOND AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of March 6, 2009, among XM Satellite Radio Inc., a Delaware corporation (“Company”), XM Satellite Radio Holdings Inc., a Delaware corporation, (“Holdings”), XM Equipment Leasing LLC, a Delaware limited liability company (“XM Leasing Subsidiary”) and JPMorgan Chase Bank, N.A. (as successor in interest to The Bank of New York), acting as collateral agent (“Collateral Agent”).
AMENDED AND RESTATED GUARANTEE AGREEMENT made by XM SATELLITE RADIO HOLDINGS INC., certain of its Subsidiaries and certain Subsidiaries of XM SATELLITE RADIO INC. in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of March 6, 2009Guarantee Agreement • April 9th, 2009 • Xm Investment LLC • Communications services, nec • New York
AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of March 6, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement, dated as of March 6, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XM SATELLITE RADIO HOLDINGS INC., a Delaware corporation (“Holdings”), XM SATELLITE RADIO INC., a Delaware corporation (the “Borrower”), the Lenders and the Administrative Agent and (ii) the other Secured Parties (as hereinafter defined). All capitalized terms shall have the meanings ascribed to them in Section 1.1.
GUARANTEE AND COLLATERAL AGREEMENT dated as of March [__], 2009, among THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and LIBERTY MEDIA CORPORATION, as Administrative AgentGuarantee and Collateral Agreement • April 9th, 2009 • Xm Investment LLC • Communications services, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of March , 2009, among XM SATELLITE RADIO INC. (“Holdings”), XM SATELLITE RADIO HOLDINGS INC. (the “Borrower”), the subsidiaries of Holdings and the Borrower from time to time party hereto and LIBERTY MEDIA CORPORATION (“LMC”), as Administrative Agent.
