Exhibit 20
January 22, 2004
XM Satellite Radio Holdings, Inc.
0000 Xxxxxxxxx Xxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Bear, Xxxxxxx & Co. Inc.
As Representatives of the
Several Underwriters named
in the Underwriting Agreement
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Equity Capital Markets
Dear Sirs and Mesdames:
The undersigned understands that Bear, Xxxxxxx & Co. Inc., ("Bear
Xxxxxxx") and the underwriters named in the underwriting agreement (the
"Underwriters"), will enter into an Underwriting Agreement with XM Satellite
Radio Holdings Inc., a Delaware corporation (the "Company"), providing for a
public offering (the "Offering") of the Company's Class A common stock, par
value $.01 per share (the "Common Stock") pursuant to the following
Registration Statements on Form S-3: File Nos. 333-89132; 333-102966 and
333-106824.
To induce the Underwriters that may participate in the Offering to
continue their efforts in connection with the Offering, the undersigned hereby
agrees that, without the prior written consent of Bear Xxxxxxx on behalf of the
Underwriters, which consent shall not be unreasonably withheld, delayed, or
conditioned, 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 Offering (the "Lock-Up Period"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option 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 Exchange Act of
1934, as amended, or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock of 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 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, Class B common stock or
10% Senior Secured Discount Convertible Notes due 2009.
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, which consent shall not be unreasonably
withheld, delayed, or conditioned, 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 reasonably 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.
This Agreement shall lapse and become null and void if the Offering shall not
have been completed on or before February 29, 2004.
Whether or not the Offering actually occurs depends on a number of
factors, including market conditions. Any 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,
AMERICAN HONDA MOTOR CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
January 22, 2004
