Lock-Up Agreement
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The undersigned understands that Bear, Xxxxxxx & Co. Inc., as
representatives of the several initial purchasers (the "Initial Purchasers"),
propose to enter into Purchase Agreement with XM Satellite Radio Holdings Inc.,
a Delaware corporation (the "Company"), providing for a private offering (the
"Offering") of an aggregate principal amount of $300,000,000 convertible notes
due 2009 of the Company. The undersigned is a holder of securities of the
Company and wishes to facilitate the Offering and recognizes that the Offering
will be of benefit to the undersigned.
In consideration of the foregoing and in order to induce you to act as
Initial Purchasers in connection with the Offering, the undersigned hereby
agrees, for the benefit of the Company and the Initial Purchaser, that during
the period beginning from the date hereof and continuing to and including the
date 90 days after the date of the Offering Memorandum, the undersigned will
not, directly or indirectly, without the prior written consent of Bear, Xxxxxxx
& Co. Inc., offer, sell, contract to sell, swap, make any short sale, pledge,
establish an open "put equivalent position" within the meaning of Rule 16a-1(h)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
grant any option to purchase or otherwise dispose (or publicly announce the
undersigned's intention to do any of the foregoing) of, directly or indirectly,
any shares of Common Stock or other capital stock of the Company, or any
securities convertible into, or exercisable or exchangeable for, any shares of
Common Stock or other capital stock of the Company that the undersigned
currently beneficially owns (within the meaning of Rule 13d-3 under the Exchange
Act), directly or indirectly, or may beneficially own, directly or indirectly,
in the future; provided that the foregoing shall not prohibit any conversion of
the Company's Series A convertible preferred stock, Series B convertible
redeemable preferred stock, Series C convertible redeemable preferred stock or
Class B common stock into Common Stock.
The undersigned confirms that the undersigned understands that the Initial
Purchasers and the Company will rely upon the representations set forth in this
agreement in proceeding with the Offering. The undersigned further confirms that
the agreements of the undersigned are irrevocable and shall be binding upon the
undersigned's heirs, legal representatives, successors and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Company's transfer agent against the transfer of securities of the Company
held by the undersigned except in compliance with this agreement.
Very truly yours,
By:/s/ X. XXXXXXXX
---------------------------
Name: X. Xxxxxxxx
Title: Treasurer
Dated: November 22, 2004
