9,014,843 Shares of Class A Common Stock UNDERWRITING AGREEMENT March 25, 2004Underwriting Agreement • March 31st, 2004 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
The DIRECTV Group, Inc., (the “Selling Stockholder”), a stockholder of XM Satellite Radio Holdings Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to Bear, Stearns & Co. Inc. (the “Underwriter”) an aggregate of 9,014,843 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”). The offering and sale of the Shares contemplated herein (the “Offering”) is more fully described in the Registration Statement referred to below.
