0001193125-08-232887 Sample Contracts

SHARE LENDING AGREEMENT
Share Lending Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

This AGREEMENT sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 1, 2008, is entered into by and between SIRIUS SATELLITE RADIO INC., a Delaware corporation (the “Company”), XM SATELLITE RADIO INC., a Delaware corporation (“XM Inc.”), and J.P. MORGAN SECURITIES INC., MORGAN STANLEY & CO. INCORPORATED and UBS SECURITIES LLC (together, the “Initial Purchasers”).

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778,500,000 13% Senior Notes due 2014 PURCHASE AGREEMENT
Purchase Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York
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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

SUPPLEMENTAL INDENTURE, dated as of July 24, 2008 (this “First Supplemental Indenture”), by and between XM Satellite Radio Holdings Inc., a Delaware corporation (the “Company”), having its principal office at 1500 Eckington Place N.E., Washington, D.C. 20002 and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”) under the Indenture (as defined below), having its principal corporate trust office at 101 Barclay Street, 8 West, New York, New York 10286.

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BILL OF SALE AND TERMINATION AGREEMENT
Bill of Sale and Termination Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations

This BILL OF SALE AND TERMINATION AGREEMENT (the “Agreement”) is hereby made and entered into as of September 15, 2008, between XM Satellite Radio Inc., a Delaware corporation (“XM”); XM Satellite Radio Holdings Inc., a Delaware corporation (“Holdings”); Satellite Leasing (702-4), LLC, a Delaware limited liability company (the “Owner Participant”); Wells Fargo Bank Northwest, National Association, a national banking association, not in its individual capacity, but solely in its capacity as Owner Trustee (the “Owner Trustee”) under the Trust Agreement; Satellite Leasing Trust (702-4), LLT (the “Trust”); and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely in its capacity as Indenture Trustee (the “Indenture Trustee”) for and on behalf of parties who are Noteholders. XM Equipment Leasing LLC, a Delaware limited liability company (“XM Leasing”); XM Radio Inc., a Delaware corporation (“XM License”), XM 1500 Eckington LLC, a Delaware lim

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SIRIUS SATELLITE RADIO INC.
Sirius Satellite • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations

Reference is made to the XM Satellite Radio Holdings Inc. (“XM”) Common Stock Purchase Warrant, represented by a certificate dated as of June 3, 2005 (the “Warrant”) issued to Space Systems/Loral Inc. (“SS/L”) and assumed by Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”) pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007 (the “Merger Agreement”; capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement) among Sirius, Vernon Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Sirius (“Merger Co.”) and XM, pursuant to which Merger Co. merged with and into XM, with XM as the surviving corporation (the “Merger”), on July 28, 2008.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of July 28, 2008 (this “First Supplemental Indenture”), among XM Satellite Radio Inc., a Delaware corporation (the “Issuer”), XM Satellite Radio Holdings Inc. (“XM Holdings”), XM Equipment Leasing LLC as subsidiary guarantor, XM Radio Inc. as subsidiary guarantor (together with XM Equipment Leasing LLC, the “Subsidiary Guarantors”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

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AND THE BANK OF NEW YORK MELLON, as Trustee, SUPPLEMENTAL INDENTURE Dated as of July 31, 2008 to INDENTURE Dated as of July 31, 2008 13% SENIOR NOTES DUE 2014
Supplemental Indenture • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

SUPPLEMENTAL INDENTURE, dated as of July 31, 2008, among XM SATELLITE RADIO INC., a Delaware corporation (the “Successor”), XM ESCROW LLC, a Delaware limited liability company (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).

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FIRST AMENDMENT
First Amendment • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

This First Amendment to the Credit Agreement referred to below (this “First Amendment”), dated as of July 22, 2008, is among XM Satellite Radio Inc. (the “Borrower”), XM Satellite Radio Holdings Inc. (“Holdings”), and the undersigned lenders party to the Credit Agreement referred to below.

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FIFTH AMENDMENT
Fifth Amendment • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

This Fifth Amendment to the Credit Agreement referred to below (this “Fifth Amendment”), dated as of July 22, 2008, is among XM Satellite Radio Inc. (the “Borrower”), XM Satellite Radio Holdings Inc. (“Holdings”), and the undersigned lenders party to the Credit Agreement referred to below.

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2008, among XM Satellite Radio Holdings Inc. (the “Parent Guarantor”), the parent company of XM Satellite Radio Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, XM Equipment Leasing LLC, a subsidiary of the Company (“Leasing LLC”) and XM Radio Inc., a subsidiary of the Company (“Radio Inc.” and together with Leasing LLC, the “Subsidiary Guarantors”) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). The Parent Guarantor and the Subsidiary Guarantors are collectively referred to herein as the “Guarantors.”

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Contract
Second Supplemental Indenture • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 28, 2008 (this “Second Supplemental Indenture”), is by and among XM Satellite Radio Holdings, Inc., a Delaware corporation (the “Company”), Sirius Satellite Radio Inc., a Delaware corporation (the “Parent”) and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).

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FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

FIRST AMENDMENT AND WAIVER dated as of May 22, 2008 (this “Amendment”) to the Amended and Restated Customer Credit Agreement dated as of July 30, 2007 (the “Credit Agreement”) between SIRIUS SATELLITE RADIO INC., a corporation organized under the laws of Delaware (“Customer”), and SPACE SYSTEMS/LORAL, INC., a corporation organized under the laws of Delaware (“SS/L”).

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FIRST SUPPLEMENTAL WARRANT AGREEMENT
First Supplemental Warrant Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

FIRST SUPPLEMENTAL WARRANT AGREEMENT (this “Supplemental Warrant Agreement”) dated as of this 28th day of July, 2008 among Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”), XM Satellite Radio Holdings Inc., a Delaware corporation (“Holdings”) and The Bank of New York Mellon (formerly known as the Bank of New York), a New York banking corporation, as the Warrant Agent (the “Warrant Agent”).

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SECOND SUPPLEMENTAL INDENTURE
Sirius Xm Radio Inc. • November 12th, 2008 • Radio broadcasting stations • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of July 28, 2008 (this “Second Supplemental Indenture”), to the Indenture dated as of May 1, 2006 (as amended as set forth below, the “Indenture”), among XM Satellite Radio Inc., a Delaware corporation (the “Issuer”), XM Satellite Radio Holdings Inc., a Delaware corporation (the “Parent Guarantor”), XM Equipment Leasing LLC, a Delaware limited liability company, as subsidiary guarantor, XM Radio Inc., a Delaware corporation, as subsidiary guarantor (together with XM Equipment Leasing LLC, the “Subsidiary Guarantors”), and The Bank of New York Mellon, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

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FIRST SUPPLEMENTAL WARRANT AGREEMENT
First Supplemental Warrant Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

FIRST SUPPLEMENTAL WARRANT AGREEMENT (this “Supplemental Warrant Agreement”) dated as of this 28th day of July, 2008, among Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”), XM Satellite Radio Holdings Inc., a Delaware corporation (“Holdings”) and The Bank of New York Mellon (formerly known as The Bank of New York and successor to United States Trust Company of New York), a New York banking corporation, as the Warrant Agent (the “Warrant Agent”).

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XM Letterhead]
Note Purchase Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations

Reference is made to (i) the Amended and Restated Note Purchase Agreement, dated as of June 16, 2003 (the “Note Purchase Agreement”), by and among XM Satellite Radio Inc., a Delaware corporation, XM Satellite Radio Holdings Inc., a Delaware corporation (“XM Holdings”), and the investors named therein, and (ii) the 10% Senior Secured Discount Convertible Notes due 2009 (the “Notes”). Capitalized terms used but not defined herein shall have the meanings set forth in the Note Purchase Agreement.

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SIRIUS SATELLITE RADIO INC. 262,399,983 Shares of Common Stock Underwriting Agreement
Sirius Satellite • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

Sirius Satellite Radio Inc., a Delaware corporation (the “Company”), subject to the terms and conditions stated herein, proposes to issue and lend to each of Morgan Stanley Capital Services, Inc. ( “Morgan Stanley”) and UBS AG, London Branch (“UBS” and collectively with Morgan Stanley, the “Borrowers”) as a share loan, pursuant to and upon the terms set forth in the share lending agreement between the Company and Morgan Stanley and the share lending agreement between the Company and UBS, each dated as of July 28, 2008 (the “Share Lending Agreements”), an amount of the Company’s common stock, par value $0.001 per share (“Stock”) up to the sum of the Maximum Number of Shares (as such term is defined in each of the Share Lending Agreements) under both of the Share Lending Agreements (such shares being referred to herein as the “Borrowed Shares”), such aggregate Maximum Number of Shares being 262,399,983 as of the date hereof, 183,679,988 of which the Company will initially lend to the Bor

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SIRIUS SATELLITE RADIO INC.
Sirius Satellite • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations

Reference is made to the XM Satellite Radio Holdings Inc. (“XM”) Common Stock Purchase Warrant, represented by a certificate dated as of May 24, 2006 (the “Warrant”) issued to Bank of America, N.A. (“BofA”), as purchaser and transferee of a warrant originally issued to Boeing Satellite Systems International, Inc. dated as of July 31, 2003, and assumed by Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”) pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007 (the “Merger Agreement”; capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement) among Sirius, Vernon Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Sirius (“Merger Co.”) and XM, pursuant to which Merger Co. merged with and into XM, with XM as the surviving corporation (the “Merger”), on July 28, 2008.

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SIRIUS SATELLITE RADIO INC. $550,000,000 7.00% Exchangeable Senior Subordinated Notes due 2014 Exchangeable for Shares of Common Stock of Sirius Satellite Radio Inc. PURCHASE AGREEMENT
Purchase Agreement • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

The Securities are being offered and sold by the Issuers in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 19, 2007, among XM Holdings, Sirius and Vernon Merger Corporation (as amended or supplemented by any subsequent letter agreement, the “Merger Agreement”), pursuant to which Vernon Merger Corporation shall be merged with and into XM Holdings with XM Holdings as the surviving corporation and the refinancing

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