EXHIBIT 3
Lock-Up Agreement
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The undersigned understands that Bear, Xxxxxxx & Co. Inc., as
representatives of the several underwriters (the "Underwriters"), propose to
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enter into Underwriting Agreements with XM Satellite Radio Holdings Inc., a
Delaware corporation (the "Company"), providing for a public offering (the
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"Equity Offering") of the Company's Class A common stock, par value $.01 per
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share (the "Common Stock") and a public offering (the "Debt Offering" and,
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together with the Equity Offering, the "Offerings") of an aggregate principal
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amount of $125,000,000 convertible notes due 2006 of the Company, each pursuant
to a Registration Statement on Form S-3 (File No. 333-47570). The undersigned
is a holder of securities of the Company and wishes to facilitate the Offerings
and recognizes that the Offerings will be of benefit to the undersigned.
In consideration of the foregoing and in order to induce you to act as
Underwriters in connection with the Offerings, the undersigned hereby agrees,
for the benefit of the Company and the Underwriter, that during the period
beginning from the date hereof and continuing to and including the date 90 days
after the date of the final prospectus relating to the Offerings, 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
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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
Underwriters and the Company will rely upon the representations set forth in
this agreement in proceeding with the Offerings. 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,
American Honda Motor Co., Inc.
By: /s/ X. Xxxxxxxx
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Name: X. Xxxxxxxx
Title: Vice President/Treasurer
Dated: March 6, 2001
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