0001193125-04-202713 Sample Contracts

Contract
Registration Rights Agreement • November 24th, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York

Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following defined terms shall have the following meanings:

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300,000,000 Aggregate Principal Amount of 1.75% Convertible Senior Notes due 2009
Indenture • November 24th, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York

INDENTURE, dated as of November 23, 2004, 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”).

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