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Additional Amendments

A. If (i) the Borrower issues new notes (the “Exchange Notes”) in exchange for any of the Senior Fixed Rate Notes and the indenture in respect of such new notes (the “Exchange Notes Indenture”) does not contain a specific, stand-alone carve-out in the indebtedness covenant to permit $100 million of capital leases, purchase money indebtedness and/or sale and leaseback transactions and/or a specific, stand-alone carve-out in the lien covenant for liens in respect of such capital leases, purchase money indebtedness and/or sale and leaseback transactions (collectively, the “Specified Baskets”), or (ii) the XM Escrow Senior Notes Indenture does not contain the Specified Baskets, then the Credit Agreement will, upon the later of (1) the First Amendment Effective Date and (2) the earlier to occur of (x) the effectiveness of the Exchange Notes Indenture and (y) the effectiveness of the XM Escrow Merger, and without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended as set forth below:

1. The definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is amended by deleting clause (e) thereof in its entirety and inserting “intentionally omitted” in place thereof.

2. Section 5.10(f)(ii) of the Credit Agreement will be amended by deleting the words “(except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(b)(v) that is secured by a Lien permitted pursuant to clause (e) of the definition of Permitted Lien (to the extent such clause (e) refers to Section 6.01(b)(v)))” appearing therein.

3. Section 6.01(b) of the Credit Agreement will be amended by:

4. Section 6.05 of the Credit Agreement will be amended by:

B. If the Exchange Notes Indenture or the XM Escrow Senior Notes Indenture includes the issuance of a letter of credit for the account of a specified Person as “Indebtedness” under and as defined in such Exchange Notes Indenture or the XM Escrow Senior Notes Indenture, as applicable, and does not contain a specific, stand-alone carve-out in the indebtedness covenant for the MLB Letter of Credit and/or a specific, stand-alone carve-out in the lien covenant for the MLB Letter of Credit Cash Collateral, then the Credit Agreement will, upon the later of (1) the First Amendment Effective Date and (2) the earlier to occur of (x) the effectiveness of the Exchange Notes Indenture and (y) the effectiveness of the XM Escrow Merger, and without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended as set forth below:

1. The definition of “Permitted Liens” in Section 1.01 of the Credit Agreement will be amended by replacing clause (z) thereof with the following:

“(z) Liens on cash in an amount not to exceed $120,000,000 and Liens on MLB Intellectual Property, in each case, incurred in connection with the MLB Contract while such agreement is in effect.”

2. Section 1.01 of the Credit Agreement will be amended by deleting the definitions of “MLB Letter of Credit” and “MLB Letter of Credit Cash Collateral” in their entirety.

3. Section 6.01(b) of the Credit Agreement will be amended by deleting clause (xv) in its entirety and inserting “intentionally omitted” in place thereof.

C. If the XM Escrow Senior Notes Indenture and, if the Borrower issues Exchange Notes, the Exchange Notes Indenture, each, upon the effectiveness thereof, contain a separate, stand-alone Convertible Senior Notes Interest Payment Basket (as defined below) in the restricted payments covenant set forth therein, then the Credit Agreement will, upon the later of (1) the First Amendment Effective Date and (2) the earlier to occur of (x) the effectiveness of the Exchange Notes Indenture and (y) the effectiveness of the XM Escrow Merger, and without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended to add the Convertible Senior Notes Interest Payment Basket to Section 6.06(b) of the Credit Agreement as a new clause appearing at the end thereof (and the clause preceding it shall be modified to delete the period at the end thereof and replace such period with a semicolon, followed by the word “and”); provided that, notwithstanding the foregoing, if (x) at the time of the effectiveness of the XM Escrow Merger the Exchange Notes shall not have been issued and the Exchange Notes are subsequently issued and the Exchange Notes Indenture does not contain the Convertible Senior Notes Interest Payment Basket, or (y) at the time of the effectiveness of the Exchange Notes Indenture the XM Escrow Merger shall not then have occurred and it shall subsequently occur and at such time the XM Escrow Senior Notes Indenture shall not contain the Convertible Senior Notes Interest Payment Basket, then, in the case of either clause (x) or (y), the Credit Agreement will, without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended to remove the Convertible Senior Notes Interest Payment Basket.

“Convertible Senior Notes Interest Payment Basket” means a carve out to the applicable restricted payment covenant which reads as follows (with such modifications as may be made to the XM Escrow Senior Notes Indenture and/or the Exchange Notes Indenture in order to accommodate capitalized terms set forth below that are specific to the Credit Agreement, it being understood that the intention of this paragraph C is that the basket to be added to the Credit Agreement provide for no greater Restricted Payment capacity in respect of the matters described below than the comparable basket that may appear in the XM Escrow Senior Notes Indenture and/or the Exchange Notes Indenture and it being further understood that the amount of the comparable basket that may appear in the XM Escrow Senior Notes Indenture and/or the Exchange Notes Indenture may be greater than $25,000,000):

“[(    )] the payment of dividends or the making of one or more distributions by the Borrower to Holdings the proceeds of which are used by Holdings promptly after receipt thereof solely to pay interest, fees and expenses then due and payable with respect to its Convertible Senior Notes due 2009, provided that (x) the amount of all such Restricted Payments in the aggregate shall not exceed $25,000,000 at any time from the First Amendment Effective Date through the Maturity Date and (y) at the time of and after giving effect to such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.”

Additional Amendments

A. If (i) the Borrower issues new notes (the “Exchange Notes”) in exchange for any of the Senior Fixed Rate Notes and the indenture in respect of such new notes (the “Exchange Notes Indenture”) does not contain a specific, stand-alone carve-out in the indebtedness covenant to permit $100 million of capital leases, purchase money indebtedness and/or sale and leaseback transactions and/or a specific, stand-alone carve-out in the lien covenant for liens in respect of such capital leases, purchase money indebtedness and/or sale and leaseback transactions (collectively, the “Specified Baskets”), or (ii) the XM Escrow Senior Notes Indenture does not contain the Specified Baskets, then the Credit Agreement will, upon the later of (1) the Fifth Amendment Effective Date and (2) the earlier to occur of (x) the effectiveness of the Exchange Notes Indenture and (y) the effectiveness of the XM Escrow Merger, and without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended as set forth below:

1. The definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is amended by deleting clause (e) thereof in its entirety and inserting “intentionally omitted” in place thereof.

2. Section 5.10(f)(ii) of the Credit Agreement will be amended by deleting the words “(except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(b)(v) that is secured by a Lien permitted pursuant to clause (e) of the definition of Permitted Lien (to the extent such clause (e) refers to Section 6.01(b)(v)))” appearing therein.

3. Section 6.01(b) of the Credit Agreement will be amended by:

4. Section 6.05 of the Credit Agreement will be amended by:

B. If the Exchange Notes Indenture or the XM Escrow Senior Notes Indenture includes the issuance of a letter of credit for the account of a specified Person as “Indebtedness” under and as defined in such Exchange Notes Indenture or the XM Escrow Senior Notes Indenture, as applicable, and does not contain a specific, stand-alone carve-out in the indebtedness covenant for the MLB Letter of Credit and/or a specific, stand-alone carve-out in the lien covenant for the MLB Letter of Credit Cash Collateral, then the Credit Agreement will, upon the later of (1) the Fifth Amendment Effective Date and (2) the earlier to occur of (x) the effectiveness of the Exchange Notes Indenture and (y) the effectiveness of the XM Escrow Merger, and without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended as set forth below:

1. The definition of “Permitted Liens” in Section 1.01 of the Credit Agreement will be amended by replacing clause (z) thereof with the following:

“(z) Liens on cash in an amount not to exceed $120,000,000 and Liens on MLB Intellectual Property, in each case, incurred in connection with the MLB Contract while such agreement is in effect.”

2. Section 1.01 of the Credit Agreement will be amended by deleting the definitions of “MLB Letter of Credit” and “MLB Letter of Credit Cash Collateral” in their entirety.

3. Section 6.01(b) of the Credit Agreement will be amended by deleting clause (xv) in its entirety and inserting “intentionally omitted” in place thereof.

C. If the XM Escrow Senior Notes Indenture and, if the Borrower issues Exchange Notes, the Exchange Notes Indenture, each, upon the effectiveness thereof, contain a separate, stand-alone Convertible Senior Notes Interest Payment Basket (as defined below) in the restricted payments covenant set forth therein, then the Credit Agreement will, upon the later of (1) the Fifth Amendment Effective Date and (2) the earlier to occur of (x) the effectiveness of the Exchange Notes Indenture and (y) the effectiveness of the XM Escrow Merger, and without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended to add the Convertible Senior Notes Interest Payment Basket to Section 6.06(b) of the Credit Agreement as a new clause appearing at the end thereof (and the clause preceding it shall be modified to delete the period at the end thereof and replace such period with a semicolon, followed by the word “and”); provided that, notwithstanding the foregoing, if (x) at the time of the effectiveness of the XM Escrow Merger the Exchange Notes shall not have been issued and the Exchange Notes are subsequently issued and the Exchange Notes Indenture does not contain the Convertible Senior Notes Interest Payment Basket, or (y) at the time of the effectiveness of the Exchange Notes Indenture the XM Escrow Merger shall not then have occurred and it shall subsequently occur and at such time the XM Escrow Senior Notes Indenture shall not contain the Convertible Senior Notes Interest Payment Basket, then, in the case of either clause (x) or (y), the Credit Agreement will, without any further action on the part of the Borrower, any Guarantor or any Lender, be automatically amended to remove the Convertible Senior Notes Interest Payment Basket.

“Convertible Senior Notes Interest Payment Basket” means a carve out to the applicable restricted payment covenant which reads as follows (with such modifications as may be made to the XM Escrow Senior Notes Indenture and/or the Exchange Notes Indenture in order to accommodate capitalized terms set forth below that are specific to the Credit Agreement, it being understood that the intention of this paragraph C is that the basket to be added to the Credit Agreement provide for no greater Restricted Payment capacity in respect of the matters described below than the comparable basket that may appear in the XM Escrow Senior Notes Indenture and/or the Exchange Notes Indenture and it being further understood that the amount of the comparable basket that may appear in the XM Escrow Senior Notes Indenture and/or the Exchange Notes Indenture may be greater than $25,000,000):

“[(    )] the payment of dividends or the making of one or more distributions by the Borrower to Holdings the proceeds of which are used by Holdings promptly after receipt thereof solely to pay interest, fees and expenses then due and payable with respect to its Convertible Senior Notes due 2009, provided that (x) the amount of all such Restricted Payments in the aggregate shall not exceed $25,000,000 at any time from the Fifth Amendment Effective Date through the Maturity Date and (y) at the time of and after giving effect to such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.”