0001193125-08-023085 Sample Contracts

SECOND AMENDMENT AND WAIVER
Second Amendment • February 7th, 2008 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York

This Second Amendment and Waiver (this “Second Amendment”), dated as of February 1, 2008, is among XM Satellite Radio Inc. (the “Borrower”), XM Satellite Radio Holdings Inc. (“Holdings”), the undersigned lenders party to the Credit Agreement referred to below (the “Lenders”) and the Administrative Agent party to the Credit Agreement referred to below.

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