WAIVER AND LETTER AGREEMENT

Execution Copy

WAIVER AND LETTER AGREEMENT

     WAIVER AND LETTER AGREEMENT, dated as of July 14, 2008 (this “ Agreement ”), by and among XM Satellite Radio Inc., a Delaware corporation (“ XM Inc. ” or the “ Company ”), XM Satellite Radio Holdings Inc. (“ XM Holdings ”), the undersigned beneficial owners (or investment managers or advisors with authority for the beneficial owners) of the Notes (as defined below) identified on Schedule A to this Agreement on the date of this Agreement (each a “ Beneficial Noteholder ” and collectively, the “ Beneficial Noteholders ”).

     WHEREAS, the Beneficial Noteholders of the 9.75% Senior Notes due 2014 of XM Inc., guaranteed by XM Holdings (the “ Notes ”) issued pursuant to the Indenture, dated as of May 1, 2006, among XM Inc., XM Holdings, XM Equipment Leasing LLC as subsidiary guarantor, XM Radio Inc. as subsidiary guarantor, and The Bank of New York as trustee (the “ Trustee ”) relating to the Notes (the “ Indenture ”), hold a majority in aggregate principal amount of the Notes as of the time of execution hereof and desire to agree to waivers of the change of control provisions of the Indenture.

     WHEREAS, the proposed merger of XM Holdings with Vernon Merger Corporation (“ Merger Sub ”), a wholly-owned subsidiary of Sirius Satellite Radio Inc. (“ Sirius ”), pursuant to the terms of an Agreement and Plan of Merger, dated as of February 19, 2007, as it may be amended, modified or extended (the “ Merger Agreement ”), among XM Holdings, Merger Sub and Sirius, or other business combination in which XM Holdings and Sirius become affiliated (the “ Merger ”) may trigger certain obligations of the Company pursuant to the Indenture.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties signatory to this Agreement hereby agrees as follows:

     1.  Waiver . Each of the Beneficial Noteholders hereby irrevocably agrees and consents that, to the extent that the consummation of the Merger constitutes a “Change of Control” as defined under Section 1.01 of the Indenture, the requirements pursuant to Section 4.14 (Offer to Repurchase Upon Change of Control) of the Indenture that the Company repurchase Notes or make an offer to the holders of the Notes to repurchase the Notes and to give notice of such Change of Control or Offer to Repurchase Upon a Change of Control are, subject to the other provisions of this Agreement, hereby waived in respect of such “Change of Control” (the “ Waiver ”). The Waiver will be set forth in a supplemental indenture substantially in the form attached hereto as Exhibit A , and pursuant to the terms of the Indenture all holders of the Notes will be bound thereby. The Trustee is hereby instructed by each of the Beneficial Noteholders, and will be instructed by the registered holders under Section 4, to execute the supplemental indenture referred to in the preceding sentence. Each Beneficial Noteholder acknowledges and agrees that the Waiver shall be binding upon their respective successors, assigns, trustees in bankruptcy and other legal representatives.

     2.  Termination of Effectiveness .

          (a) The Waiver shall become effective upon signing and shall cease to be effective as of August 31, 2008 unless the following events have occurred on or prior to such date:

     (i) the consummation of the Merger;

     (ii) the Company having caused funds to be raised in the amount of at least $400,000,000 through the issuance of (A) a new series of senior notes (the “ New Senior Notes ”) or (B) other securities, both of which will be equal to or junior in right of payment to the Exchange Notes (as defined in Section 3 below), to fund the cash portion of the consideration payable in the Exchange Offer (as defined below);

     (iii) the Company or XM Holdings having raised at least $500,000,000 through a contribution to the Company’s equity capital, the issuance and sale of convertible or exchangeable notes that will be junior in right of payment to the Exchange Notes or the issuance and sale of equity securities (it being understood that, the financing conditions in subsection (ii) above and this subsection (iii) are independent of each other resulting in an aggregate condition of $900,000,000 of financing);

     (iv) the Company or XM Holdings having funded or contributed the necessary funds into a segregated account to fund the mandatory offer to repurchase all Senior Floating Rate Notes due 2013 of XM Inc. (the “ Floating Rate Notes ”) triggered by the Merger;

     (v) the Company or XM Holdings having funded or contributed the necessary funds into a segregated account to fund the mandatory offer to repurchase transponders of the XM-4 satellite, triggered by the Merger under the sale and leaseback transaction pursuant to (A) the Participation Agreement, dated as of February 13, 2007, by and among XM Holdings, Wells Fargo Bank Northwest in its capacity as Owner Trustee and other parties, (B) the lease agreement, dated as of February 13, 2007, by and between Wells Fargo Bank Northwest, as Owner Trustee, and the Company and (C) the other related documents (the “ Sale-Leaseback Transaction ”);

     (vi) the Company or XM Holdings having repaid all borrowings under Section 13 and related “credit facility” portions of the Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, by and among General Motors Corporation, XM Holdings and XM Inc.;

     (vii) with respect to XM Holdings’ 1.75% Convertible Senior Notes due 2009 (the “ Convertible Senior Notes ”), XM Holdings having obtained the consent of holders of at least 98% of the aggregate principal amount of such Convertible Senior Notes to waive a change of control offer, if any, triggered by the Merger with the interest rate on such Convertible Senior Notes to be increased to 10% subject to the Merger being completed; and

     (viii) the absence of any occurrence of an event that, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in the indenture governing the Exchange Notes (as defined below).

     3.  The Company’s Obligations to Make the Exchange Offer . The Company agrees to commence the exchange offer for the Notes held by the Beneficial Noteholders and other “qualified institutional buyers” (as defined in the Securities Act) (“ QIBs ”) (and at the Company’s option, the other registered holders of the Notes) for $600,000,000 (assuming the offer is for all outstanding Notes) of aggregate consideration which shall be paid (a) two thirds in cash and (b) the remaining one third in new senior unsecured notes (the “ Exchange Notes ”) on the terms and conditions set forth in the description of notes attached hereto as Exhibit B hereto (the “ Exchange Offer ”); provided , that for each dollar in excess of $400,000,000 raised by the Company in the offering contemplated by Section 2(a)(ii) hereof (other than securities that rank junior in right of payment to Exchange Notes), the Company will increase the cash portion and concurrently reduce the Exchange Notes portion of the consideration in the Exchange Offer. The Exchange Notes will have the same coupon as the New Senior Notes. The exchange ratio for each $1000 principal amount of Notes exchanged in the Exchange Offer will be $1,000 divided by the price on the Exchange Notes (expressed as a decimal) that equates to a yield to maturity (to the investor) of the greater of (a) 13.92% or (b) the yield to maturity of the New Senior Notes (calculated solely based on the coupon of the New Senior Notes and the price at which they are sold to investors). If less than $150 million of New Senior Notes are issued, then the coupon of the Exchange Notes will be 13% and the yield to maturity used to calculate the exchange ratio will be the greater of (a) 15% or (b) the yield to maturity of the New Senior Notes (calculated solely based on the coupon of the New Senior Notes and the price at which they are sold to investors). The Company agrees that it will commence the Exchange Offer as promptly as practicable following the Merger, but in no event later than five business days following the consummation of the Merger and to do all things reasonably necessary and appropriate in furtherance thereof, including filing any related documents with the Securities and Exchange Commission (the “ Commission ”), if applicable, and to use its best efforts to consummate the Exchange Offer within 30 business days of its commencement.

     4.  Instruction to Registered Holders . Section 9.02 of the Indenture provides that the Holders (defined as the registered holders) of a majority in aggregate principal amount of the Notes then outstanding may waive compliance with certain provisions of the Indenture, subject to the limitations set forth therein. Each of the Beneficial Noteholders hereby covenants and agrees to instruct its registered holder or holders of the Notes to execute a waiver, as of the date hereof, substantially in the form attached hereto as Exhibit C , implementing the Waiver and instructing the Trustee to execute the supplemental indenture referred to in Section 1 and agrees to take any additional action as may be reasonably requested by the Company in order to give effect to the Waiver and to make the supplemental indenture effective.

     5.  Effectiveness of this Agreement . This Agreement shall become effective immediately upon the execution hereof by the parties listed on the signature pages hereto.

     6.  Termination of Agreement . Notwithstanding anything to the contrary set forth in this Agreement, this Agreement and the Waiver shall terminate upon termination of the Merger Agreement without the Merger having been consummated upon or prior to such termination.

     7.  Representations and Warranties .

          (a) Each of XM Holdings and the Company represents and warrants to each of the Beneficial Noteholders that:

     (i) each of XM Holdings and XM Inc. is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership or other power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement;

     (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other action on its part;

     (iii) the execution, delivery and performance by it of this Agreement do not and shall not (A) violate any provision of law, rule or regulation applicable to either of XM Holdings or XM Inc. or their respective certificate of incorporation or bylaws or other organizational documents or (B) conflict with, result in the breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which either of XM Holdings or XM Inc. is a party or under their respective certificate of incorporation, bylaws or other governing instruments;

     (iv) the execution, delivery and performance by it of this Agreement do not and shall not require any registration or filing with, the consent or approval of, notice to, or any other action with respect to, any Federal, state or other governmental authority or regulatory body, except for (A) the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of the securities to be issued in the Exchange Offer in the event that the Company determines to register the Exchange Offer under the Securities Act and (B) such consents, approvals, authorizations, registrations or qualifications as may be required under the state securities or Blue Sky laws in connection with the Exchange Offer and such other filings as may be necessary or required by the Commission; and

     (v) assuming the due execution and delivery of this Agreement by each of the other parties hereto, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms.

          (b) Each of the Beneficial Noteholders severally and not jointly represents and warrants to the Company and XM Holdings that:

     (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership or other

power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement;

     (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other action on its part;

     (iii) assuming the due execution and delivery of this Agreement by each of the other parties hereto, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms;

     (iv) as of the date of this Agreement, such Beneficial Noteholder is the beneficial owner of, or the investment adviser or manager for the beneficial owners of, the principal amount at maturity of the Notes, set forth opposite such Beneficial Noteholder’s name on Schedule A hereto, with the power and authority to vote and dispose of such Notes;

     (v) as of the date of this Agreement, such Beneficial Noteholder is not aware, after due inquiry, of any event that, due to any fiduciary or similar duty to any other Person, would prevent it from taking any action required of it under this Agreement;

     (vi) it is a “qualified institutional buyer” (as such term is defined in Rule 144A promulgated under the Securities Act);

     (vii) the knowledge and experience of such Beneficial Noteholder in financial and business matters is such that it, together with its advisors, is capable of evaluating the merits and risks of entering into this Agreement;

     (viii) such Beneficial Noteholder acknowledges that no representations, express or implied, are being made with respect to XM Holdings or any of its subsidiaries or affiliates or representatives, Sirius or any of its subsidiaries or affiliates or representatives or otherwise, other than those expressly set forth herein;

     (ix) in making its decision to enter into this Agreement, such Beneficial Noteholder has relied upon independent investigations made by such Beneficial Noteholder (and has not relied on XM Holdings or any of its subsidiaries or affiliates, Sirius or any of its subsidiaries or affiliates or J.P. Morgan Securities Inc. or any of its subsidiaries or affiliates (collectively, “ JPMorgan ”)) and, to the extent believed by such Beneficial Noteholder to be appropriate, such Beneficial Noteholder’s representatives, including such Beneficial Noteholder’s own legal, tax and other advisors;

     (x) such Beneficial Noteholder and its representatives have been given the opportunity to examine documents and to ask questions of, and to receive answers from, XM Holdings and XM Inc. or any of their subsidiaries concerning the terms and conditions of the transactions contemplated hereby; and

     (xi) such Beneficial Noteholder has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.

     8.  Amendments and Modifications . Except as otherwise expressly provided in this Agreement, this Agreement shall not be amended, modified or supplemented, except in writing signed by the Company, XM Holdings and each of the Beneficial Noteholders.

     9.  No Other Waivers . Each of the signatories to this Agreement expressly acknowledges and agrees that, except as expressly provided in this Agreement, nothing in this Agreement is intended to, or does, in any manner waive, limit, impair or restrict the ability of any party to this Agreement to protect and preserve all of its rights, remedies and interests, including, without limitation, with respect to its claims against the Company and XM Holdings.

     10.  Further Assurances . Each of the signatories to this Agreement hereby further covenants and agrees to execute and deliver all further documents and agreements and take all further action that may be reasonably necessary or desirable in order to enforce and effectively implement the terms and conditions of this Agreement, including instructing the registered holder of the Notes to take the actions described in Section 4 hereof.

     11.  Complete Agreement . This Agreement, including the Schedules and Exhibits hereto, constitutes the complete agreement between the signatories to this Agreement with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings with respect to the subject matter hereof. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the signatories to this Agreement.

     12.  Notices . All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be (a) transmitted by hand delivery, or (b) mailed by first class, registered or certified mail, postage prepaid, or (c) transmitted by overnight courier, or (d) transmitted by telecopy, and in each case, if to the Company or XM Holdings, at the address set forth below:

XM Satellite Radio Inc.
XM Satellite Radio Holdings Inc.
1500 Eckington Place, N.E.
Washington, DC 20002
Fax: (202) 380-4000
Attention: General Counsel

with a copy to: Chief Financial Officer

if to a Beneficial Noteholder, to the address set forth on the signature pages to this Agreement, with a copy to the Beneficial Noteholders’ counsel:

Notices mailed or transmitted in accordance with the foregoing shall be deemed to have been given upon receipt.

     13.  Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

     14.  Jurisdiction . Each party hereto irrevocably submits to the jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District

Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the Supreme Court of the State of New York, New York County. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (A) the Supreme Court of the State of New York, New York County, or (B) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

     15.  Consent to Service of Process . Each of the signatories to this Agreement irrevocably consents to service of process by mail at the address listed with the signature of each such party on the signature pages to this Agreement. Each of the signatories to this Agreement agrees that its submission to jurisdiction and consent to service of process by mail is made for the express benefit of each of the other signatories to this Agreement.

     16.  Specific Performance . It is understood and agreed by each of the signatories to this Agreement that money damages would not be a sufficient remedy for any breach of this Agreement by any party and the sole remedy for each non-breaching party shall be specific performance as remedy for any such breach.

     17.  Headings . The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

     18.  Successors and Assigns . This Agreement is intended to bind and inure to the benefit of the signatories to this Agreement and their respective successors, permitted assigns, heirs, executors, administrators and representatives. The agreements, representations and obligations of the undersigned parties under this Agreement are, in all respects, several and not joint.

     19.  Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile shall be effective as delivery of a manually executed counterpart.

     20.  No Third-Party Beneficiaries . Unless expressly stated in this Agreement, this Agreement shall be solely for the benefit of the signatories to this Agreement, and no other person or entity shall be a third-party beneficiary hereof, except that (i) each person or entity to which a Beneficial Noteholder transfers a Note from and after the execution hereof shall have the right to enforce XM Holdings’ and its subsidiaries’ obligations under Section 3, for so long as such person or entity holds such Note and (ii) JPMorgan shall be a third party beneficiary of the representations and warranties of the Beneficial Noteholders in Section 7(b).

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by its duly authorized officers as of the date first written above.

		XM SATELLITE RADIO INC.
		By:		/s/ Joseph J. Euteneuer
		Name: Joseph J. Euteneuer
		Title:   EVP & CFO
		XM SATELLITE RADIO HOLDINGS INC.
		By:		/s/ Joseph J. Euteneuer
		Name: Joseph J. Euteneuer
		Title:   EVP & CFO

		FRANKLIN ADVISERS, INC.
		By:		/s/ Edward D. Perks
		Name: Edward D. Perks
		Title: Senior Vice President

		UBS SECURITIES LLC
		By:		/s/  Robert Del Grande
		Name: Robert Del Grande
		Title: Executive Director
		By:		/s/  James B. Fuqua
		Name: James B. Fuqua
		Title: Managing Director and Counsel

		JOHN HANCOCK
		By:		/s/  Diane R. Landers
		Name: Diane R. Landers
		Title: Chief Administrative Officer

SCHEDULE A

BENEFICIAL OWNERS

EXHIBIT A

Supplemental Indenture Regarding Waiver

EXHIBIT A

FORM OF SUPPLEMENTAL INDENTURE

          SUPPLEMENTAL INDENTURE, dated as of July       , 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 ”).

W I T N E S S E T H:

          WHEREAS, the Issuer, XM Holdings, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of May 1, 2006 (the “ Indenture ”), providing for the issuance of 9.75% Senior Notes due 2014 (the “ Notes ”);

          WHEREAS, Section 9.02 of the Indenture provides that compliance with any provision of the Indenture may be waived with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes;

          WHEREAS, the proposed merger of XM Holdings with Vernon Merger Corporation (“ Merger Sub ”), a wholly-owned subsidiary of Sirius Satellite Radio Inc. (“ Sirius ”), pursuant to the terms of an Agreement and Plan of Merger, dated as of February 19, 2007, as it may be amended, modified or extended (the “ Merger Agreement ”), among XM Holdings, Merger Sub and Sirius, or other business combination in which XM Holdings and Sirius become affiliated (the “ Merger ”) may trigger certain obligations of the Issuer pursuant to the Indenture;

          WHEREAS, the Issuer, XM Holdings and certain beneficial owners of the Notes (the “ Beneficial Noteholders ”) have entered into a Waiver and Letter Agreement, dated as of July       , 2008 (the “ Waiver and Letter Agreement ”), pursuant to which the Beneficial Noteholders, holding a majority in aggregate principal amount of the Notes, have duly agreed and consented that, to the extent the consummation of the Merger constitutes a “Change of Control” as defined under Section 1.01 of the Indenture, the requirements pursuant to Section 4.14 (Offer to Repurchase Upon Change of Control) of the Indenture that the Issuer repurchase the Notes or make an offer to the Holders of the Notes to repurchase the Notes and to give notice of such Change of Control or Offer to Repurchase Upon a Change of Control are waived in respect of such “Change of Control”; and

          WHEREAS, the execution and delivery of this First Supplemental Indenture have been duly authorized by all necessary corporate or limited liability company, as the case may be, action on the part of the Issuer, XM Holdings and the Subsidiary Guarantors and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer, XM Holdings, the Subsidiary Guarantors and the Trustee mutually covenant and agree, for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I — WAIVER OF COMPLIANCE

          Section 1.1. Waiver of the “Change of Control” Provision in the Indenture .

               (a) To the extent that the consummation of the Merger constitutes a “Change of Control” as defined under Section 1.01 of the Indenture, the requirements pursuant to Section 4.14 (Offer to Repurchase Upon Change of Control) of the Indenture that the Issuer repurchase the Notes or make an offer to the Holders of the Notes to repurchase the Notes are waived in respect of such “Change of Control” (the “ Waiver ”).

               (b) The Waiver shall become effective upon signing and shall cease to be effective as of August 31, 2008 unless the following events have occurred on or prior to that date:

          (i) the consummation of the Merger;

          (ii) the Issuer or XM Holdings having caused funds to be raised in the amount of at least $400,000,000 through the issuance of (A) a new series of senior notes (the “ New Senior Notes ”) or (B) other securities that will be equal or junior in right of payment to the new senior unsecured notes to be issued on substantially the terms set forth on Exhibit B to the Waiver and Letter Agreement (the “ Exchange Notes ”), to fund the cash portion of the consideration payable in the exchange offer to be made for the Notes held by the Beneficial Noteholders and other “qualified institutional buyers” (as defined in the Securities Act of 1933, as amended) (and at the Issuer’s option, the other Holders of the Notes) (the “ Exchange Offer ”);

          (iii) the Issuer or XM Holdings having raised at least $500,000,000 through a contribution to the Issuer’s equity capital, the issuance and sale of convertible or exchangeable notes that will be junior in right of payment to the Exchange Notes or the issuance and sale of equity securities (it being understood that the financing conditions in subsection (ii) above and this subsection (iii) are independent of each other resulting in an aggregate condition of $900,000,000 of financing);

          (iv) the Issuer or XM Holdings having funded or contributed the necessary funds into a segregated account to fund the mandatory offer to repurchase all Senior Floating Rate Notes due 2013 of the Issuer (the “ Floating Rate Notes ”) triggered by the Merger;

          (v) the Issuer or XM Holdings having funded or contributed the necessary funds into a segregated account to fund the mandatory offer to repurchase transponders of the XM-4 satellite, triggered by the Merger under the sale and leaseback transaction pursuant to (A) the Participation Agreement, dated as of February 13, 2007, by and among XM Holdings, Wells Fargo Bank Northwest in its capacity as Owner Trustee and other parties, (B) the lease agreement, dated as of February 13, 2007, by and between Wells Fargo Bank Northwest, as Owner Trustee, and the Issuer and (C) the other related documents (the “ Sale-Leaseback Transaction ”);

          (vi) the Issuer or XM Holdings having repaid all borrowings under Section 13 and related “credit facility” portions of the Third Amended and Restated Distribution and Credit Agreement, dated as of February 6, 2008, by and among General Motors Corporation, XM Holdings and the Issuer;

          (vii) with respect to XM Holdings’ 1.75% Convertible Senior Notes due 2009 (the “ Convertible Senior Notes ”), XM Holdings having obtained the consent of holders of at least 98% of the aggregate principal amount of such Convertible Senior Notes to waive a change of control offer, if any, triggered by the Merger with the interest rate on such Convertible Senior Notes to be increased to 10% subject to the Merger being completed; and

          (viii) the absence of any occurrence of an event that, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in the indenture governing the Exchange Notes.

ARTICLE II — MISCELLANEOUS

          Section 2.1. Effect of Supplemental Indenture . From and after the effective date of this First Supplemental Indenture, the Indenture and the Notes shall be supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture and the Notes for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

          Section 2.2. Indenture Remains in Full Force and Effect . Except as supplemented by this First Supplemental Indenture, all provisions in the Indenture and the Notes shall remain in full force and effect.

          Section 2.3. References to Supplemental Indenture . Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Supplemental Indenture may refer to the Indenture without making specific reference to this First Supplemental Indenture, but nevertheless all such

references shall include this First Supplemental Indenture unless the context requires otherwise.

          Section 2.4. Conflict with Trust Indenture Act (“TIA”) . If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.

          Section 2.5. Severability . If any court of competent jurisdiction shall determine that any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          Section 2.6. Terms Defined in the Indenture . All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

          Section 2.7. Headings . The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

          Section 2.8. Benefits of First Supplemental Indenture . Nothing in this First Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the Notes.

          Section 2.9. Successors . All agreements of the Issuer and XM Holdings in this First Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

          Section 2.10. Trustee Not Responsible for Recitals . The recitals contained herein shall be taken as the statements of the Issuer and XM Holdings and the Trustee assumes no responsibility for their correctness.

          Section 2.11. Certain Duties and Responsibilities of the Trustee . In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

          Section 2.12. Governing Law . This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

          Section 2.13. Counterpart Originals . The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          Section 2.14. Effectiveness . This First Supplemental Indenture shall become effective upon execution hereof by the parties listed on the signature pages hereto.

          Section 2.15. Confirmation . Each of the Issuer, XM Holdings, the Subsidiary Guarantors and the Trustee hereby confirms and reaffirms the Indenture in every particular except as amended and supplemented by this First Supplemental Indenture.

          Section 2.16. Notation on Notes . Pursuant to Section 9.05 of the Indenture, new Notes reflecting the amendments to the Indenture made hereby shall not be issued; however, corresponding changes to the Notes to reflect the amendments made hereby shall be deemed to be made to the Notes as of the date of this First Supplemental Indenture. The Trustee may, but shall not be required to, place an appropriate notation as to this First Supplemental Indenture on any Note hereafter authenticated in accordance with Section 9.05 of the Indenture.

          Section 2.17. Entire Agreement . This First Supplemental Indenture, together with the Indenture as amended hereby and the Notes, contains the entire agreement of the parties, and supersedes all other representations, warranties, agreements and understandings between the parties, oral or otherwise, with respect to the matters contained herein and therein.

          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

		XM SATELLITE RADIO INC.
		By:
				Name:
				Title:
		XM SATELLITE RADIO HOLDINGS INC.
		By:
				Name:
				Title:
		XM EQUIPMENT LEASING LLC
		By:
				Name:
				Title:
		XM RADIO INC.
		By:
				Name:
				Title:

THE BANK OF NEW YORK MELLON, as Trustee
By:
		Name:
		Title:

[XM Satellite Radio Inc. Supplemental Indenture]

EXHIBIT B

Description of Notes

EXHIBIT B

DESCRIPTION OF NOTES

     For purposes of this description, references to the “Company,” “we,” “our” and “us” refers XM Satellite Radio Inc. (not including its parent company or any of its subsidiaries). The term “Outstanding Notes” refers to the 9.75% Senior Notes due 2014 and the term “Notes” refers to
the        % Senior Notes due 2014 offered hereby in accordance with Section 3(a)(9) of the Securities Act.

     The Outstanding Notes were and the Notes will be issued under an Indenture between the Company and The Bank of New York Mellon, as Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

      Certain terms used in this description are defined under the subheading “—Certain definitions”. Certain defined terms used in this description but not defined herein have the meanings assigned to them in the Indenture. The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines your rights as holders of these Notes. You may request copies of the Indenture at our address set forth under the heading “Where you can find more information”.

Brief description of Notes

     These Notes:

	•		are unsecured senior obligations of the Company;
	•		are senior in right of payment to any existing and future Subordinated Obligations of the Company;
	•		will be unconditionally guaranteed by the Guarantors (including Holdings) on a senior basis, subject to the limitations described below under the caption “Note Guarantee”; and
	•		are effectively junior to all of the existing and future liabilities of any of the Company’s Subsidiaries that are not Subsidiary Guarantors.

Principal, maturity and interest

     The Company issued the Outstanding Notes initially with an aggregate principal amount of $600 million. The Company issued the Outstanding Notes in denominations of $1,000 and any integral multiple of $1,000. As long as we are subject to the debt incurrence covenants under the Existing Sale and Leaseback Transaction and subject to the indentures governing the Company’s 9.75% Senior Notes due 2014 or the Company’s Senior Floating Rate Notes due 2013, the Notes will have a maturity of       , 2014. If at any time prior to       , 2013, the Company is no longer either (i) subject to the debt incurrence covenants under the Existing Sale and Leaseback Transaction or (ii) subject to the indentures governing the Company’s 9.75% Senior Notes due 2014 and the Company’s Senior Floating Rate Notes due 2013, to the extent any notes issued thereunder remain outstanding following the refinancing

transactions described in this offering memorandum, the Notes will mature on      , 2013. Subject to our compliance with the covenant described under the subheading “—Certain covenants—Limitation on indebtedness”, we will be permitted to issue more Notes from time to time under the Indenture (the “ Additional Notes ”). The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of Notes”, references to the Notes include any Additional Notes actually issued.

     Interest on these Notes will accrue at the rate of       % per annum and will be payable semiannually in arrears on       and       of each year, commencing on         . We will make each interest payment to the holders of record of these Notes on the immediately preceding       and       . We will pay interest on overdue principal at 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at such higher rate to the extent lawful.

     Interest on these Notes will accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments on the Notes; paying agent and registrar

     We will pay principal of, premium, if any, and interest on the Notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York, except that we may, at our option, pay interest on the Notes by check mailed to holders of the Notes at their registered address as it appears in the Registrar’s books. We have initially designated the corporate trust office of the Trustee in New York, New York to act as our Paying Agent and Registrar. We may, however, change the Paying Agent or Registrar without prior notice to the holders of the Notes, and the Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

     We will pay principal of, premium, if any, and interest on, Notes in global form registered in the name of or held by The Depository Trust Company or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such global Note.

Transfer and exchange

     A holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes, but the Company may require a holder to pay a sum sufficient to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

     The registered holder of a Note will be treated as the owner of it for all purposes.

Optional redemption

     We may, at our option, redeem some or all of the Notes at any time and from time to time at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the applicable redemption date:

	•		100% of the principal amount of the Notes to be redeemed; and
	•		the sum of the present values of the principal amount and the remaining scheduled payments of interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the applicable redemption date), discounted to the applicable redemption date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 0.50%.

     The redemption prices will be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day months. For purposes of calculating the redemption prices, the following terms will have the meanings set forth below.

     “Comparable Treasury Issue” means the U.S. Treasury security or securities selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary market practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

     “Comparable Treasury Price” means, with respect to any redemption date,

	•		the bid-side price for the Comparable Treasury Issue as of the third Business Day preceding the redemption date, as set forth in the daily statistical release (or any successor release) published by the Wall Street Journal in the table entitled “Treasury Bonds, Notes, and Bills,” as determined by the Independent Investment Banker, or
	•		if such release (or any successor release) is not published or does not contain such prices on such Business Day:

	o		the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations;
	o		if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received; or
	o		if only one Reference Treasury Dealer Quotation is received, such quotation.

     “Independent Investment Banker” means one of the Reference Treasury Dealers selected by the Trustee after consultation with us.

     “Reference Treasury Dealer” means each of four primary U.S. Government securities dealers in New York City (each a “Primary Treasury Dealer”), consisting of (i) J.P. Morgan Securities Inc. (or its affiliate), (ii) Morgan Stanley & Co. Incorporated (or its affiliate), (iii) UBS Securities LLC and (iv) another nationally recognized investment banking firm (or its affiliate) that we select in connection with the particular redemption, and their respective successors, provided that if any of them ceases to be a Primary Treasury Dealer, we will substitute another nationally recognized investment banking firm (or its affiliate) that is a Primary Treasury Dealer.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that redemption date.

     “Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding the applicable redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

     Unless we default in the payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption.

     If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company.

Selection and notice of redemption

     If we are redeeming less than all the Notes at any time, the Registrar will select Notes to be redeemed using any method that it deems fair and appropriate. However, if the Notes are solely registered in the name of Cede & Co. and traded through The Depository Trust Company, then The Depository Trust Company will select the Notes to be redeemed in accordance with its practices.

     We will redeem Notes of $1,000 or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

     If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory redemption; offers to purchase; open market purchases

     We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “—Change of control” and “—Certain covenants—Limitation on sales of assets and subsidiary stock”. We may at any time and from time to time purchase Notes in the open market or otherwise.

Ranking

Senior indebtedness versus Notes

     The indebtedness evidenced by these Notes will be unsecured and will rank pari passu in right of payment to any other Senior Indebtedness of the Company. Secured debt and other secured obligations of the Company will be effectively senior to the Notes to the extent of the value of the assets securing such debt or other obligations.

     As of March 31, 2008, on a pro forma basis after giving effect to the refinancing transactions described in this offering memorandum, including the offering of the Notes and the application of the proceeds therefrom, Holdings, the Company and the Subsidiary Guarantors would have had approximately $2,107.6 million of Indebtedness outstanding, of which $407.6 million is secured Indebtedness. The amounts we will receive as a result of the refinancing transactions described in this offering memorandum may vary from those described in this offering memorandum depending on several factors, including changes in our refinancing plans as a result of market conditions or other factors, the extent to which holders of existing indebtedness may elect not to accept our offer to refinance their indebtedness, the timing of the merger and other factors. For more information on the sources and uses of proceeds associated with the refinancing transactions described in this offering memorandum, you should read the table under the caption “Use of proceeds” as well as “The merger,” “Capitalization” and “Summary of historical consolidated financial data” appearing elsewhere in this offering memorandum.

Liabilities of subsidiaries versus Notes

     A portion of our operations are conducted through our Subsidiaries. Claims of creditors of Subsidiaries that are not Subsidiary Guarantors, including trade creditors and creditors holding indebtedness issued by such non-Guarantor Subsidiaries, and claims of preferred stockholders of such non-Guarantor Subsidiaries generally will have priority with respect to the assets and earnings of such non-Guarantor Subsidiaries over the claims of our creditors, including holders of the Notes. Accordingly, the Notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of our non-Guarantor Subsidiaries.

     As of March 31, 2008, on a pro forma basis after giving effect to the refinancing transactions described in this offering memorandum, including the offering of the Notes, non-Guarantor Subsidiaries would have had $25.9 million of liabilities, including trade and other payables.

     Although the Indenture limits the Incurrence of Indebtedness and preferred stock by certain of our Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the Incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “—Certain covenants—Limitation on indebtedness”.

      Note Guarantees

     Upon consummation of the Escrow LLC-Company Merger, the Notes will be guaranteed by Holdings and each of the Company’s current and future Material Subsidiaries. Currently, XM Equipment Leasing LLC and XM Radio Inc. (to the extent permitted by FCC rules and regulations) are the only Subsidiary Guarantors. These Note Guarantees will be joint and several obligations of the Guarantors. The Subsidiary Guarantees will be effectively subordinated to any secured Indebtedness of the applicable Guarantor to the extent of the value of the assets securing such Indebtedness. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Federal and state statutes allow courts, under specific circumstances, to void or subordinate guarantees and require noteholders to return payments received from guarantors.”

     As of March 31, 2008, on a pro forma basis after giving effect to the refinancing transactions described in this offering memorandum, including the offering of the Notes and the application of the proceeds therefrom, the Subsidiary Guarantors and the Parent Guarantor would have had $2,107.6 million in Indebtedness outstanding, of which $407.6 million is secured Indebtedness.

     A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

     (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

     (2) either:

          (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or

          (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable “Asset Sale” provisions of the Indenture.

     The Note Guarantee of a Guarantor will be released with respect to the Notes:

     (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary

of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

     (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

     (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or

     (4) upon legal defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Defeasance” and “—Satisfaction and discharge.”

     See “—Limitation on sales of assets and subsidiary stock.”

Book-entry, delivery and form

     The Notes will initially be represented in the form of one or more global notes (the “Global Notes”) in fully-registered book-entry form without interest coupons that will be deposited upon issuance with the Trustee under the Indenture, The Bank of New York Mellon, as custodian for The Depository Trust Company, or “DTC,” and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

     Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for notes in certificated form (the “Certificated Notes”) except in the limited circumstances described below. See “—Exchange of global notes for certificated notes.” In addition, transfer of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. The Notes may be presented for registration of transfer and exchange at the Corporate Trust Office of the Trustee.

Depository procedures

     The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

     DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “ participants ”) and to facilitate the clearance and

settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers of the Outstanding Notes), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the " indirect participants ”). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

     DTC has also advised us that, pursuant to procedures established by it:

	(1)		upon deposit of the Global Notes, DTC will credit the accounts of participants designated by the initial purchasers of the Outstanding Notes with portions of the principal amount of the Global Notes; and
	(2)		ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the Global Notes).

     Investors in the Global Notes who are participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not participants may hold their interests therein indirectly through organizations which are participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

      Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

     Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

	(1)		any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the Global Notes; or
	(2)		any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

     Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

     DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

     DTC has advised the Company that