Exhibit 4.1
ASSUMPTION AND JOINDER AGREEMENT (this “Agreement”), dated as of June 1, 2010, between
XM 1500 ECKINGTON LLC, a Delaware limited liability company and wholly owned subsidiary of the
Company (as defined in the Collateral Agreement referred to herein) and XM INVESTMENT LLC, a
Delaware limited liability company and wholly owned subsidiary of the Company (with XM 1500
ECKINGTON LLC, each a “New Subsidiary”) to the Collateral Agreement, dated as of December
31, 2009 (as amended, restated, supplemented, or otherwise modified from time to time, the
“Collateral Agreement”), among XM Satellite Radio Inc., certain Subsidiaries (as defined in
the Collateral Agreement) of the Company party thereto (collectively with the Company, the
“Grantors”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent.
A. Reference is made to the Indenture dated as of June 30, 2009 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between the
Company and U.S. Bank, as Trustee.
B. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Collateral Agreement and the Indenture referred to
therein.
C. Section 7.14 of the Collateral Agreement provides that additional Subsidiaries
of
the Company may become Grantors under the Collateral Agreement by execution and delivery of
an instrument substantially in the form of this Agreement. Each New Subsidiary is executing this
Agreement in accordance with the requirements of the Indenture to become a Grantor under the
Collateral Agreement as consideration for Notes previously issued and purchased.
Accordingly, the Collateral Agent and each New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.14 of the Collateral Agreement, each New Subsidiary
by its signature below becomes a Grantor under the Collateral Agreement with the same force and
effect as if originally named therein as a Grantor and each New Subsidiary hereby (a) agrees to
all the terms and provisions of the Collateral Agreement applicable to it as a Grantor and (b)
represents and warrants that the representations and warranties made by it as a Grantor thereunder
are true and correct on and as of the date hereof. In furtherance of the foregoing, each New
Subsidiary, as security for the payment and performance in full of the Secured Obligations does
hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, their successors and assigns, a security interest in and lien on all of such
New Subsidiary’s right, title and interest in and to the Collateral of the New Subsidiary. Each
reference to a “Grantor” in the Collateral Agreement shall be deemed to include each New
Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Agreement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms.
SECTION 3. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement shall become effective when the
Collateral Agent shall have received a counterpart of this Agreement that bears the signature of
each New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an
executed signature page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement.
SECTION 4. Each New Subsidiary hereby represents and warrants that (a) set forth on
Schedule I attached hereto is a true and correct schedule of the location of any and all
Collateral of such New Subsidiary and (b) set forth under its signature hereto, is the true and
correct legal name of such New Subsidiary, its jurisdiction of formation, organizational
identification number (if any) and the location of its chief executive office.
SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in
full force and effect.
SECTION 6. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
SECTION 7. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof and of the Collateral Agreement and the Indenture; and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.
SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 7.2 of the Collateral Agreement.
SECTION 9. Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Agreement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.
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