EXHIBIT 99.7
JANUARY 13, 2004
XM Satellite Radio Holdings Inc.
0000 Xxxxxxxxx Xxxxx, X.X.
Washington, DC 20002
Bear, Xxxxxxx & Co. Inc.
Additional Underwriters named in the
Underwriting Agreement
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Equity Capital Markets
Dear Sirs and Mesdames:
Bear, Xxxxxxx & Co. Inc. ("BEAR XXXXXXX"), and additional
underwriters named in the Underwriting Agreement (together, the "UNDERWRITERS"),
have entered into an underwriting agreement (the "Underwriting Agreement") with
XM Satellite Radio Holdings Inc., a Delaware corporation (the "COMPANY"), and
with the undersigned (Xxxxxx Electronics Corporation) and the other selling
stockholders, collectively, the "Selling Stockholders", providing for a public
offering (the "PUBLIC OFFERING") of the Company's Class A common stock, par
value $.01 per share (the "COMMON STOCK") pursuant to a Registration Statement
on Form S-3 (File No. 333-89132).
To induce the Underwriters that may participate in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Bear
Xxxxxxx on behalf of the Underwriters, it will not, and will not permit its
subsidiaries to, during the period commencing on the date hereof and ending 90
days after the date of the final prospectus relating to the Public Offering (the
"LOCK-UP PERIOD"), (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, establish or increase an open "put
equivalent position" or liquidate or decrease a "call equivalent position" with
respect to shares of Common Stock within the meaning of Section 16 of the
Securities and Exchange Act of 1934, as amended, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (2) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of Common Stock, whether any
such transaction described in clause (1) or (2) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (a) the sale of any shares of Common Stock
to the Underwriters pursuant to the Underwriting Agreement or (b) transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Public Offering. Nothing herein shall
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 hereby authorizes the Company during the Lock-Up Period to cause
any transfer agent for the Common Stock to decline to transfer, and to note stop
transfer restrictions on the stock register and other records relating to,
Common Stock for which the undersigned is the record holder and, in the case of
Common Stock for which the undersigned is the beneficial but not the record
holder, agrees during the Lock-Up Period to cause the record holder to cause the
relevant transfer agent to decline to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, such Common
Stock. The undersigned hereby further agrees that, without the prior written
consent of Bear Xxxxxxx or as provided in the Underwriting Agreement, during the
Lock-up Period the undersigned will not, nor will it permit any of its
subsidiaries to (x) file or participate in the filing with the Securities and
Exchange Commission of any registration statement, or circulate or participate
in the circulation of any preliminary or final prospectus or other disclosure
document with respect to any proposed offering or sale of Common Stock and (y)
exercise any rights the undersigned or a subsidiary may have to require
registration with the Securities and Exchange Commission of any proposed
offering or sale of Common Stock, other than "piggy-back" registration rights on
future issuances of Common Stock by the Company.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Agreement and that this
Agreement constitutes the legal, valid and binding obligation of the
undersigned, enforceable in accordance with its terms. Upon request, the
undersigned will execute any additional documents necessary in connection with
enforcement hereof. Any obligations of the undersigned shall be binding upon the
heirs, legal representatives, successors and assigns of the undersigned from the
date first above written.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. Delivery of a signed copy of this letter by
facsimile transmission shall be effective as delivery of the original hereof.
Whether or not the Public Offering actually occurs depends on a
number of factors, including market conditions. Any Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
XXXXXX ELECTRONICS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and General Counsel
0000 X. Xxxxxxxx Xxxxxxx
Xx Xxxxxxx, XX 00000
January 13, 2004
