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
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 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
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
WITNESSETHDirector Designation Agreement • January 29th, 2003 • Xm Satellite Radio Inc • Communications services, nec • Delaware
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 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
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
