REGISTRATION AGREEMENT May 9, 2005Registration Agreement • May 10th, 2005 • Xm Satellite Radio Holdings Inc • Communications services, nec • New York
American Honda Motor Co., Inc., a California corporation (“AHM”), and Bank of America, N.A. (“BOA”), an affiliate of Banc of America Securities LLC (“BAS”), have entered into a forward sale agreement and pledge agreement (the forward sale agreement, together with the pledge agreement, hereinafter referred to as the “Forward Sale Agreement”), dated the date hereof, relating to the forward sale of a portion of the 10% Senior Secured Discount Convertible Notes due 2009 (the “Notes”) of XM Satellite Radio Holdings Inc., a Delaware corporation (the “Company”), and XM Satellite Radio Inc., a Delaware corporation and wholly owned subsidiary of the Company (together with the Company, the “Issuers”), issued pursuant to the Note Purchase Agreement, dated as of December 21, 2002 (as amended and restated as of June 16, 2003, the “Note Purchase Agreement”). Subject to the terms and conditions herein and therein, under the Forward Sale Agreement, AHM has agreed to deliver to BOA, or an affiliate the
