0001193125-09-167355 Sample Contracts

THIRD AMENDMENT TO SECURITY AGREEMENT
To Security Agreement • August 6th, 2009 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York

This THIRD AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 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”), XM Radio Inc., a Delaware corporation (“XM Radio”), XM EMall Inc., a Delaware corporation (“XM EMall”), XM Innovations Inc., a Delaware corporation (“XM Innovations”), XM Capital Resources Inc., a Delaware corporation (“XM Capital Resources”), Effanel Music, Inc., a New York corporation (“Effanel”, and, together with XM Radio, XM EMall, XM Innovations, and XM Capital Resources, the “Additional Subsidiaries”) and U.S. Bank National Association (as successor in interest to JPMorgan Chase Bank, N.A., the successor in interest to The Bank of New York), acting as collateral agent (“Collateral Agent”).

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