<PAGE>

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                  Intercreditor and Collateral Agency Agreement
                    (FCC License Subsidiary Pledge Agreement)

                          Dated as of January __, 2003


                                  By and Among


                   The Noteholders Named In Schedule I Hereto,



                   The Bank of New York, as Original Trustee,



                      The Bank of New York, as New Trustee,



                           General Motors Corporation,



                               OnStar Corporation



                                       and



                    The Bank of New York, As Collateral Agent


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
SECTION 1     Definitions. ..................................................................................      2
SECTION 2     Priority of Liens. ............................................................................      6
    Section 2.1.   Pari Passu Liens of the Secured Parties. .................................................      6
    Section 2.2.   Nonavoidability of Liens. ................................................................      7
    Section 2.3.   No Release of Existing Liens on FCC License Subsidiary
                   Security Agreement Collateral. ...........................................................      7
SECTION 3      Relationships Among Secured Parties. .........................................................      7
    Section 3.1.   Restrictions on Actions. .................................................................      7
    Section 3.2.   Representations and Warranties. ..........................................................      7
    Section 3.3.   Cooperation; Accountings. ................................................................      8
    Section 3.4.   Termination of any Secured Agreement. ....................................................      9
    Section 3.5.   Additional Creditors. ....................................................................      9
SECTION 4      Appointment And Authorization Of Collateral Agent. ...........................................      9
SECTION 5      Agency Provisions.                                                                                 10
    Section 5.1.   Delegation of Duties. ....................................................................     10
    Section 5.2.   Exculpatory Provisions. ..................................................................     10
    Section 5.3.   Reliance by Collateral Agent. ............................................................     11
    Section 5.4.   Knowledge or Notice of Default, Event of Default. ........................................     11
    Section 5.5.   Non-Reliance on Collateral Agent and Other Secured Parties. ..............................     11
    Section 5.6.   Indemnification. .........................................................................     12
    Section 5.7.   Collateral Agent in Its Individual Capacity. .............................................     12
    Section 5.8.   Successor Collateral Agent. ..............................................................     13
SECTION 6      Actions By The Collateral Agent. .............................................................     13
    Section 6.1.   Duties and Obligations. ..................................................................     13
    Section 6.2.   Notification of Default. .................................................................     14
    Section 6.3.   Exercise of Remedies. ....................................................................     14
    Section 6.4.   Instructions from Secured Parties. .......................................................     14
    Section 6.5.   Emergency Actions. .......................................................................     15
    Section 6.6.   Changes to Collateral Document. ..........................................................     15
    Section 6.7.   Release of Collateral. ...................................................................     15
    Section 6.8.   Other Actions. ...........................................................................     15
    Section 6.9.   Cooperation. .............................................................................     16
    Section 6.10.  Distribution of Proceeds of Collateral. ..................................................     16
    Section 6.11.  Authorized Investments. ..................................................................     16
    Section 6.12.  Sharing of Proceeds. .....................................................................     17
SECTION 7      Bankruptcy Proceedings. ......................................................................     17
SECTION 8      Miscellaneous. ...............................................................................     17
    Section 8.1.   Entire Agreement. ........................................................................     17
    Section 8.2.   Notices. .................................................................................     17
    Section 8.3.   Successors and Assigns. ..................................................................     17
    Section 8.4.   Consents, Amendment, Waivers. ............................................................     17
    Section 8.5.   Governing Law. ...........................................................................     18
</TABLE>

                                      -1-

<PAGE>

<TABLE>
<S>                                                                                                          <C>
    Section 8.6.   Counterparts. .......................................................................     18
    Section 8.7.   Sale of Interest. ...................................................................     18
    Section 8.8.   Severability. .......................................................................     18
    Section 8.9.   Expenses. ...........................................................................     18
    Section 8.10.  Term of Agreement. ..................................................................     18
    Section 8.11.  Obligations Several. ................................................................     18
    Section 8.12.  Trustee Status. .....................................................................     18
    Section 8.13.  Trust Indenture Act. ................................................................     19
</TABLE>

Schedule I   List of Convertible Notes Noteholders

Schedule II  Notice Addresses

Exhibit A    Form of Joinder by Additional Creditors

                                        2

<PAGE>

                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
                    (FCC LICENSE SUBSIDIARY PLEDGE AGREEMENT)

          This Intercreditor and Collateral Agency Agreement dated as of January
__, 2003 (this "Agreement") is among (1) the Noteholders named in Schedule I
hereto (collectively, the "Convertible Notes Noteholders"), (2) The Bank of New
York, as Trustee under the Original Indenture (as defined below) (the "Original
Trustee"), (3) The Bank of New York, as Trustee under the New Indenture (as
defined below) (the "New Trustee"), (4) General Motors Corporation ("General
Motors"), (5) OnStar Corporation ("OnStar"), (6) the Additional Creditors (as
defined below) that may from time to time after the date hereof become party
hereto as set forth below (the Convertible Notes Noteholders, the Original
Trustee, the New Trustee, General Motors, OnStar and the Additional Creditors
are collectively referred to as the "Secured Parties") and (7) The Bank of New
York, as collateral agent for the Secured Parties pursuant to this Agreement
(the "Collateral Agent") and acknowledged and agreed to by XM Satellite Radio
Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned thereto in (S)1
below.

                                R E C I T A L S:

          A. The Company and the Original Trustee have entered into that certain
Indenture dated as of March 15, 2000 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "Original Indenture"),
pursuant to which the Company issued 14% Senior Secured Notes due 2010 in an
aggregate principal amount of $325,000,000 (the "Original Notes").

          B. The Company and the New Trustee have entered into that certain
Indenture dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "New Indenture"),
pursuant to which the Company may issue up to $474,200,000 aggregate principal
amount at maturity of its 14% Senior Secured Discount Notes due 2009 (the "New
Notes").

          C. The Company, XM Satellite Radio Holdings Inc., a Delaware
corporation ("Holdings") and the Convertible Notes Noteholders have entered into
that certain Note Purchase Agreement, dated as of December 21, 2002 (as it may
be amended, restated, supplemented or otherwise modified from time to time, the
"Convertible Note Agreement"), pursuant to which the Company and Holdings are
issuing 10% Senior Secured Discount Convertible Notes due 2009 in an aggregate
principal amount at maturity of up to $363,400,000 (the "Convertible Notes").

          D. The Company and Holdings have entered into (a) that certain Credit
Agreement with General Motors, dated as of the date hereof (as it may be
amended, restated, supplemented, or otherwise modified from time to time, the
"GM Loan Agreement"), pursuant to which the Company and Holdings may receive
certain advances in an aggregate principal amount not to exceed $100,000,000,
and (b) that certain Note Purchase Agreement with OnStar, dated as of December
21, 2002 (as it may be amended, restated, supplemented, or otherwise modified
from time to time, the "GM Note Agreement"), pursuant to which the Company and
Holdings are issuing Series GM Senior Secured Convertible Notes in the aggregate
principal amount of $89,042,387 (the "GM Convertible Notes").

<PAGE>

          E. From time to time after the date hereof, the Company may, subject
to the terms and conditions of the Secured Agreements (as defined below), incur
additional indebtedness that is pari passu in right of payment to the other
Secured Agreements (collectively, the "Additional Debt") under agreements
evidencing such Additional Debt (the "Additional Facilities"), which the Company
desires to secure on a senior pari passu basis by the Collateral. Such
Additional Debt shall be permitted to be secured by the Collateral if (x) the
Secured Agreements do not prohibit such Additional Debt from being secured by
the Collateral and (y) the obligees of such Additional Debt (the "Additional
Creditors") execute and deliver a joinder agreement hereto and become a party to
this Agreement pursuant to the requirements of (S)3.5 hereof.

          F. The Company is entering into the Collateral Document (as defined
below) to secure its obligations from time to time under the agreements
described in Paragraphs A through E above on a senior pari passu basis.

          G. The Secured Parties desire to appoint The Bank of New York, as
Collateral Agent to act on behalf of the Secured Parties regarding, the
Collateral Document and the Collateral, as more fully provided herein.

          H. The Secured Parties and the Collateral Agent desire to enter into
this Agreement to provide, among other things, for (a) the appointment, duties
and responsibilities of the Collateral Agent, (b) the respective priorities,
rights and interests of the parties in and to the Collateral, and (c) the
orderly administration of the Collateral.

          Now, Therefore, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:

SECTION 1 Definitions.

          The following terms shall have the meanings assigned to them below in
this (S)1 or in the provisions of this Agreement referred to below:

          "Accreted Value" shall have the meaning assigned thereto in the New
Indenture or the Convertible Note Agreement, as applicable.

          "Acting Secured Parties" shall mean, as of any date of determination,
the Secured Parties holding (or, in the case of the Original Trustee and the New
Trustee, acting as trustee for the Original Notes or the New Notes, as
applicable) more than 20% of the sum of (a) the unpaid principal amount of the
Original Notes, (b) the unpaid Accreted Value of the New Notes, (c) the unpaid
Accreted Value of the Convertible Notes, (d) the unpaid principal amount owing
under the GM Convertible Notes, (e) the unpaid principal amount owing under the
GM Loan Agreement, and (f) the unpaid principal amount owing under the
Additional Debt (if any), or, if such debt is issued at a discount, the unpaid
accreted value of such Additional Debt. Any action taken by the Original Trustee
or the New Trustee shall constitute an action on behalf of all of the Original
Holders or New Holders, as applicable, without regard to the percentage of the
Original Holders or New Holders directing or authorizing the Original Trustee or
the New Trustee to take such action.

          "Additional Creditors" shall have the meaning assigned thereto in the
Recitals hereof.

          "Additional Debt" shall have the meaning assigned thereto in the
Recitals hereof.

          "Additional Facilities" shall have the meaning assigned thereto in the
Recitals hereof.

          "Additional Facility Documents" shall mean all outstanding Additional
Facilities, the Additional Facility Notes, and all other documents, certificates
and instruments relating to, arising out of, or in any way connected therewith.

<PAGE>

               "Additional Facility Notes" shall mean the obligations of the
Company which are evidenced by the promissory notes issued under the Additional
Facilities.

               "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 10%
or more of the voting stock of a Person shall be deemed to be control. For
purposes of this definition, the terms "controlling," "controlled by" and "under
common control with" shall have correlative meanings.

               "Bankruptcy Proceeding" shall mean, with respect to any Person, a
general assignment of such Person for the benefit of its creditors, or the
institution by or against such Person of any proceeding seeking relief as
debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of such Person or
its debts, under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors (including the United States Bankruptcy Code 11 U.S.C. ss.ss.
1 et seq.), or seeking appointment of a receiver, trustee, custodian or other
similar official for such Person or for any substantial part of its property.

               "Capital Stock" means:

               (1)  in the case of a corporation, corporate stock;

               (2)  in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

               (3)  in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

               (4)  any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

               "Cash Equivalent Investments" shall mean,

               (1)  securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in
support thereof) having maturities of not more than six months from the date of
acquisition;

               (2)  certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $500.0 million;

<PAGE>

               (3)  repurchase obligations with a term of not more than seven
                    days for underlying securities of the types described in
                    clauses (1) and (2) above entered into with any financial
                    institution meeting the qualifications specified in clause
                    (2) above;

               (4)  commercial paper having one of the two highest ratings
                    obtainable from Moody's Investors Service, Inc. or Standard
                    & Poor's Rating Services and in each case maturing within
                    six months after the date of acquisition; and

               (5)  money market funds at least 95% of the assets of which
                    constitute Cash Equivalent Investments of the kinds
                    described in clauses (1) through (4) of this definition.

               "Collateral" shall mean the Collateral as defined in the
Collateral Document.

               "Collateral Agent" shall have the meaning assigned thereto in the
 preamble hereof.

               "Collateral Document" shall mean the Amended and Restated
Security Agreement, dated of the date hereof, from the Company to the Collateral
Agent relating to the pledge of the Company's shares of FCC License Subsidiary,
as the same shall be amended from time to time in accordance with the terms and
provisions hereof and thereof.

               "Company" shall have the meaning assigned thereto in the preamble
hereof.

               "Convertible Note Agreement" shall have the meaning assigned
thereto in the Recitals hereof.

               "Convertible Notes" shall have the meaning assigned thereto in
the Recitals hereof.

               "Convertible Notes Noteholders" shall have the meaning assigned
thereto in the preamble hereof.

               "Default" shall mean an Event of Default or an event or condition
which with notice or lapse of time or both would constitute an Event of Default.

               "Event of Default" shall mean any "Event of Default" as defined
in any Secured Agreement.

               "FCC License Subsidiary" mean XM Radio Inc., a Delaware
corporation.

               "General Motors" shall have the meaning assigned thereto in the
preamble hereof.


               "GM Convertible Notes" shall have the meaning set forth in the
Recitals hereof.

               "GM Loan Agreement" shall have the meaning set forth in the
Recitals hereof.

               "GM Note Agreement" shall have the meaning set forth in the
Recitals hereof.

               "Grantor" shall mean the Company.

<PAGE>

               "Holdings" means XM Satellite Radio Holdings Inc.

               "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

               "New Holder" shall mean each Person in whose name a New Note is
registered.

               "New Indenture" shall have the meaning assigned thereto in the
Recitals hereof.

               "New Notes" shall have the meaning assigned thereto in the
Recitals hereof.

               "OnStar" shall have the meaning assigned thereto in the preamble
hereof.

               "Original Holder" shall mean each Person in whose name an
Original Note is registered.

               "Original Indenture" shall have the meaning assigned thereto in
the Recitals hereof.

               "Original Notes" shall have the meaning assigned thereto in the
Recitals hereof.

               "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity.

               "Pro Rata Share" shall mean, in respect of any Secured Party as
of any date of determination, the proportion which the amount of the Secured
Obligations then owing to such Secured Party bears to the aggregate amount of
Secured Obligations then owing to all Secured Parties, it being understood that
in the case of the New Notes, the Convertible Notes and any Additional Facility
Notes that are issued at a discount, the Secured Obligations as of any date of
determination shall include the unpaid accreted value of such notes as of such
date.

               "Required Secured Parties" shall mean, as of any date of
determination, the Secured Parties holding (or, in the case of the Original
Trustee and the New Trustee, acting as trustee for the Original Notes or the New
Notes, as applicable) more than 50% of the sum of (a) the unpaid principal
amount of the Original Notes, (b) the unpaid Accreted Value of the New Notes,
(c) the unpaid Accreted Value of the Convertible Notes, (d) the unpaid principal
amount owing under the GM Convertible Notes, (e) the unpaid principal amount
owing under the GM Loan Agreement, and (f) the unpaid principal amount owing
under the Additional Debt (if any), or, if such debt is issued at a discount,
the unpaid accreted value of such Additional Debt. Any action taken by the
Original Trustee or the New Trustee shall constitute an action on behalf of all
of the Original Holders or New Holders, as applicable, without regard to the
percentage of the Original Holders or New Holders directing or authorizing the
Original Trustee or the New Trustee to take such action.

<PAGE>

               "Secured Agreements" shall mean the Collateral Document, the
Original Indenture, the Original Notes, the New Indenture, the New Notes, the
Convertible Note Agreement, the Convertible Notes, the GM Note Agreement, the GM
Convertible Notes, the GM Loan Agreement, the Additional Facility Documents and
all other documents, certificates and instruments relating to, arising out of,
or in any way connected therewith.

               "Secured Obligations" shall mean all indebtedness, liabilities
and other obligations, now or hereafter existing or arising, and whether due or
to become due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, of the Grantor to any one or more of the Collateral Agent and the
Secured Parties under the Secured Agreements, including without limitation all
principal in respect of the Original Notes, the New Notes (including all
principal at maturity), the Convertible Notes (including all principal at
maturity), the GM Convertible Notes, the GM Loan Agreement and any Additional
Facility (including, in the case of any such indebtedness issued at a discount,
all principal at maturity), all interest accrued thereon, and all costs and
expenses due under the Secured Agreements. For the purpose of determining the
"Secured Obligations" and for all other purposes of this Agreement, all
indebtedness, liabilities and other obligations of the Grantor owing to (i) the
Original Holders shall be deemed to constitute indebtedness, liabilities and
other obligations of the Grantor held by and owing to the Original Trustee and
(ii) the New Holders shall be deemed to constitute indebtedness, liabilities and
other obligations of the Grantor held by and owing to the New Trustee.

               "Secured Parties" shall have the meaning assigned thereto in the
preamble hereof.

               "Subsidiary" means, with respect to any specified Person:

               (1) any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

               (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

               "TIA" means the Trust Indenture Act of 1939, as in effect on the
date the Original Indenture was qualified thereunder and (ii) with respect to
the New Indenture, the Trust Indenture Act of 1939, as in effect on the date the
New Indenture is qualified thereunder.

SECTION 2  Priority of Liens.

     Section 2.1. Pari Passu Liens of the Secured Parties. All Liens now or
hereafter existing in favor of the Collateral Agent or any Secured Party on any
Collateral of the Grantor to secure the Secured Obligations of the Grantor shall
be pari passu at all times, regardless of the time or order of attachment or
perfection, any provisions to the contrary in the Collateral Document
notwithstanding or any other circumstances whatsoever.

<PAGE>

     Section 2.2. Nonavoidability of Liens. The pari passu treatment of all
Liens specified in (S)2.1 is expressly conditioned upon the nonavoidability and
perfection of the Lien to which another Lien is made pari passu and, if the Lien
to which another Lien is made pari passu is not perfected or is avoided, for any
reason, then the pari passu treatment provided for in (S)2.1 shall not be
effective as to the particular Collateral which is the subject of the
unperfected or avoided lien.

     Section 2.3. No Release of Existing Liens on FCC License Subsidiary
Security Agreement Collateral. The parties hereto (a) confirm the continuing
validity, effectiveness, enforceability, perfection and priority of the liens
created under that certain Security Agreement, dated as of March 15, 2000 (the
"Original FCC License Subsidiary Security Agreement"), from the Company to The
Bank of New York, as Collateral Agent, providing for, among other things, the
pledge of stock of the FCC License Subsidiary and (b) acknowledge and agree that
the amendment and restatement of the Original FCC License Subsidiary Security
Agreement in connection with the execution and delivery of this Agreement shall
in no event constitute a release of any of the collateral thereunder.

SECTION 3  Relationships Among Secured Parties.

     Section 3.1. Restrictions on Actions. Each Secured Party agrees that, so
long as any Secured Obligations are outstanding or any Secured Party has any
commitment to extend credit in respect thereof pursuant to the terms of any
Secured Agreement, the provisions of this Agreement shall provide the exclusive
method by which any Secured Party may exercise rights and remedies with respect
to the Collateral under the Collateral Document and under applicable law
relating to the rights and remedies of secured creditors. Therefore, each
Secured Party shall, for the mutual benefit of all Secured Parties, except as
permitted under this Agreement, refrain from exercising any rights or remedies
with respect to the Collateral under the Collateral Document, or under
applicable law relating to the rights and remedies of secured creditors, which
have or may have arisen or which may arise as a result of a Default or Event of
Default or otherwise, except for delivering notices hereunder, provided,
however, that nothing contained in this (S)3.1 shall prevent any Secured Party
from exercising or enforcing any other right or remedy available to any Secured
Party under any Secured Agreement including, without limitation, accelerating
the maturity of the Secured Obligations under such Secured Agreement,
terminating any commitments to lend additional money to the Company under such
Secured Agreement in accordance with the terms thereof, exercising its rights
under any guarantees granted thereunder, imposing a default rate of interest as
provided in such Secured Agreement, commencement of any legal proceedings,
whether at law or in equity, to enforce any of the Secured Agreements, raising
any defenses in any action in which it has been made a party defendant or has
been joined as a third party, except that the Collateral Agent may, but shall
not be obligated to, direct and control any defense directly relating to the
Collateral or the Collateral Document, which shall be governed by the provisions
of this Agreement.

     Section 3.2. Representations and Warranties. (a) Each of the Secured
Parties represents and warrants to the other parties hereto that:

                  (1) It (i) is either (x) a corporation duly organized,
     existing and in good standing under the laws of the jurisdiction of its
     incorporation or (y) a national banking association duly incorporated and
     existing under the laws of the United States

<PAGE>

     of America or a state-licensed branch of a foreign bank, and (ii) has all
     requisite power (corporate or otherwise) to own its property and conduct
     its business as now conducted and as presently contemplated.

                  (2)  The execution, delivery and performance by such Secured
     Party of this Agreement has been authorized by all necessary proceedings
     (corporate or otherwise) and does not and will not contravene any provision
     of law, its charter or by-laws or any amendment thereof, or of any
     indenture, agreement, instrument or undertaking binding upon such Secured
     Party.

                  (3)  The execution, delivery and performance by such Secured
     Party of this Agreement will result in a valid and legally binding
     obligation of such Secured Party enforceable in accordance with its terms.

            (b)   The Collateral Agent hereby represents and warrants as of the
date hereof that:

                  (1)  The Collateral Agent is a banking corporation validly
     existing and in good standing under the laws of the State of New York.

                  (2)  The Collateral Agent has full power, authority and legal
     right under the applicable laws pertaining to its banking powers to
     execute, deliver, and perform this Agreement and has taken all necessary
     action to authorize the execution, delivery and performance by it of this
     Agreement.

                  (3)  Execution, delivery and performance by the Collateral
     Agent of this Agreement will not contravene any law, rule or regulation of
     the United States or any United States governmental authority or agency
     regulating the Collateral Agent's banking activities or any judgment or
     order applicable to or binding on the Collateral Agent and will not
     contravene or result in any breach of, or constitute a default under, the
     Collateral Agent's constitutive documents or the provision of any
     indenture, mortgage, contract or other agreement to which it is a party or
     by which it or any of its properties is bound.

                  (4)  Execution, delivery and performance by the Collateral
     Agent of this Agreement will not require the authorization, consent, or
     approval of, the giving of notice to, the filing or registration with, or
     the taking of any other action in respect of, any United States
     governmental authority or agency regulating the banking activities of the
     Collateral Agent.

                  (5)  This Agreement has been duly executed and delivered by
     the Collateral Agent and constitutes the legal, valid, and binding
     agreement of the Collateral Agent, enforceable in accordance with its
     terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar
     laws affecting creditors' rights generally, and general principles of
     equity (regardless of whether the application of such principles is
     considered in a proceeding in equity or at law).

     Section 3.3. Cooperation; Accountings. Each of the parties hereto will,
upon the reasonable request of another party, from time to time execute and
deliver or cause to be

<PAGE>

executed and delivered such further instruments, and do and cause to be done
such further acts as may be necessary or proper to carry out more effectively
the provisions of this Agreement. The Secured Parties agree to provide to each
other and the Collateral Agent, upon reasonable requests a statement of (i) all
payments received in respect of Secured Obligations and (ii) all Secured
Obligations owing under the Secured Agreements. In addition, the Collateral
Agent shall be entitled to rely conclusively on the information contained in any
note register maintained by the Company or Holdings pursuant to the requirements
of any Secured Agreement.

     Section 3.4. Termination of any Secured Agreement. (a) Upon (i) the final
payment in full of all Secured Obligations owing to any Secured Party, or, in
the case of the Secured Obligations owing to the Original Trustee or the New
Trustee, satisfaction of the condition set forth in (S)3.4(b) and (ii) the
termination of any further commitments, if any, of such Secured Party to lend
under any Secured Agreement, such Secured Party shall promptly notify the
Collateral Agent thereof and such Secured Party shall immediately cease to be a
party to this Agreement; provided, however, if all or any part of any payments
to such Secured Party (or any Original Holders or New Holders on behalf of whom
such Secured Party is acting) are invalidated or set aside or required to be
paid or repaid to any Person in any Bankruptcy Proceeding or otherwise
(including, without limitation, any payment required to be made by such Secured
Party to one or more of the other Secured Parties pursuant to (S)6.12), then
this Agreement shall be renewed as of such date and shall thereafter continue in
full force and effect to the extent of the Secured Obligations so invalidated,
set aside, paid or repaid. Notwithstanding the termination of any Secured Party
as a party to this Agreement pursuant to this (S)3.4, this Agreement shall
continue to be in full force and effect with respect to all remaining Secured
Parties that have not ceased to be parties to this Agreement.

            (b)   For the purpose of (S)3.4(a)(i) above, (i) the final payment
in full of all Secured Obligations owing to the Original Trustee shall be deemed
to have occurred upon the defeasance of the Original Notes and the Original
Indenture as provided in Section 8.02 of the Original Indenture or upon the
satisfaction of the conditions set forth in Article Twelve of the Original
Indenture, and (ii) the final payment in full of all Secured Obligations owing
to the New Trustee shall be deemed to have occurred upon the defeasance of the
New Notes and the New Indenture as provided in Section 8.02 of the New Indenture
or upon the satisfaction of the conditions set forth in Article Twelve of the
New Indenture.

     Section 3.5. Additional Creditors. Additional Creditors may, upon
compliance with the relevant provisions of the Secured Agreements, become
"Secured Parties" hereunder by executing and delivering to the Collateral Agent
and to each of the then existing Secured Parties (a) a joinder agreement in the
form attached hereto as Exhibit A and (b) a copy of the Additional Facility or
Additional Facilities to which such Person is a party. Upon the execution and
delivery of any such copy of this Agreement by any such Person, such Person,
shall, upon delivery thereof to the then existing Secured Parties, thereafter
become a Secured Party for all purposes of this Agreement.

SECTION 4 Appointment And Authorization Of Collateral Agent.

          (a)  Each Secured Party hereby irrevocably designates and appoints The
Bank of New York as the Collateral Agent of such Secured Party under this
Agreement and the Collateral Document, and each Secured Party hereby irrevocably
authorizes The Bank of New

<PAGE>

York as the Collateral Agent for such Secured Party to execute and enter into
the Collateral Document and all other instruments relating to the Collateral
Document and (i) to take action on its behalf and exercise such powers and use
such discretion as are expressly permitted hereunder and under the Collateral
Document and all instruments relating hereto and thereto and (ii) to exercise
such powers and perform such duties as are, in each case, expressly delegated to
the Collateral Agent by the terms hereof and thereof together with such other
powers and discretion as are reasonably incidental hereto and thereto.

          (b)     Notwithstanding any provision to the contrary elsewhere in
this Agreement or the Collateral Document, the Collateral Agent shall not have
any duties or responsibilities except those expressly set forth herein or
therein or any fiduciary relationship with any Secured Party, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or the Collateral Document or otherwise exist
against the Collateral Agent.

SECTION 5 Agency Provisions.

     Section 5.1. Delegation of Duties. The Collateral Agent may exercise its
powers and execute any of its duties under this Agreement and the Collateral
Document by or through employees, agents or attorneys-in-fact and shall be
entitled to take and to rely on advice of counsel of its selection concerning
all matters pertaining to such powers and duties. The Collateral Agent shall not
be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care. The Collateral Agent may
utilize the services of such Persons as the Collateral Agent in its sole
discretion may determine, and all reasonable fees and expenses of such Persons
shall be borne by the Company.

     Section 5.2. Exculpatory Provisions. Neither the Collateral Agent nor any
of the Collateral Agent's officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (a) liable for any action taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or the Collateral Document or any Collateral (except for its or such
Person's own gross negligence or willful misconduct), or (b) responsible in any
manner to any of the Secured Parties for any recitals, statements,
representations or warranties made by the Grantor, any officer thereof or any
other Person contained in, or made or deemed made in connection with, any
Secured Agreement or the Collateral Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Collateral Agent under or in connection with, this Agreement, any Secured
Agreement, or the Collateral Document, or for the due execution, legality,
value, validity, effectiveness, genuineness, enforceability or sufficiency of
any Secured Agreement or the Collateral Document or any other document or
instrument furnished pursuant thereto or of any of the Collateral or for any
failure of the Grantor to perform its obligations under such documents. With
respect to any information or actions that the Collateral Agent is permitted to
request under the Collateral Document at the written request of the Acting
Secured Parties, the Collateral Agent shall request such information or actions
concerning the Collateral as the Acting Secured Parties shall direct in writing
and shall provide to the Secured Parties the information concerning the
Collateral that is provided to the Collateral Agent by the Company in response
to such request. The Collateral Agent shall be under no obligation to the
Secured Parties to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, statements made in, or conditions of any
Secured Agreement or the Collateral Document, or unless requested to do so by
Required Secured Parties in writing, to inspect the property (including the
books and records) of the Grantor. Notwithstanding anything in this Agreement to
the contrary, the Collateral Agent shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

<PAGE>

     Section 5.3. Reliance by Collateral Agent. The Collateral Agent shall be
entitled to conclusively rely, and shall be fully protected and shall incur no
liability in acting and relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document reasonably believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice of its legal counsel or any written advice of legal
counsel to the Company provided pursuant to the requirements of the New
Indenture, independent accountants and other experts selected by the Collateral
Agent. Without limiting the generality of the foregoing, the Collateral Agent
may treat the payee of any Convertible Note, any GM Convertible Note or any
Additional Facility Note as the registered holder thereof until it receives
notice or otherwise has actual knowledge that such payee is no longer the
registered holder of such Convertible Note, GM Convertible Note or Additional
Facility Note. Notwithstanding anything to the contrary contained herein or in
the Collateral Document, the Collateral Agent shall be fully justified in
failing or refusing to take action under this Agreement or the Collateral
Document (including, without limitation, the exercise of any rights or remedies
under, or the entering into of any agreement amending, modifying, supplementing,
waiving any provision of, or the giving of consent pursuant to, the Collateral
Document) unless it shall first receive instructions as contemplated by (S)6
from the Required Secured Parties or the Acting Secured Parties, as applicable,
and it shall first be indemnified to its reasonable satisfaction by the relevant
Secured Parties against any and all liability and expense which may be incurred
by it by reason of taking, continuing to take or refraining from taking any such
action. The Collateral Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the Collateral Document in
accordance with the provisions of (S)6.5 and in accordance with written
instructions pursuant to (S)6.4 of the Required Secured Parties or the Acting
Secured Parties, as applicable, and such instructions and any action taken or
failure to act pursuant thereto shall be binding upon all the relevant Secured
Parties.

     Section 5.4. Knowledge or Notice of Default, Event of Default. The
Collateral Agent shall not be deemed to have actual, constructive, direct or
indirect knowledge or notice of the occurrence of any Default or Event of
Default unless and until the Collateral Agent has received written notice from a
Secured Party or the Company referring to applicable Secured Agreement,
describing such Default or Event of Default and stating that it is a "notice of
default" or a "notice of event of default", setting forth in reasonable detail
the facts and circumstances thereof and stating that the Collateral Agent may
rely on such notice without further inquiry; provided that if the Collateral
Agent hereunder is party to any Secured Agreement, the Collateral Agent shall be
deemed to have actual knowledge and notice of the occurrence of any Default or
Event of Default under such Secured Agreement if such Collateral Agent, in its
capacity as a Secured Party, has actual knowledge of such Default or Event of
Default or has declared an Event of Default under such Secured Agreement. The
Collateral Agent shall have no obligation or duty prior to or after receiving
any such notice to inquire whether a Default or Event of Default has in fact
occurred and shall be entitled to conclusively rely, and shall be fully
protected in so relying, on any such notice furnished to it.

     Section 5.5. Non-Reliance on Collateral Agent and Other Secured Parties.
Each Secured Party expressly acknowledges that, except as expressly set forth in
this Agreement, neither the Collateral Agent nor any of the Collateral Agent's
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Collateral Agent
hereafter taken, including any review of the affairs of the Grantor,

<PAGE>

shall be deemed to constitute any representation or warranty by the Collateral
Agent to any Secured Party. Each Secured Party represents that it has,
independently and without reliance upon the Collateral Agent or any other
Secured Party, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and credit-worthiness of the
Grantor and made its own decision to enter into this Agreement and any Secured
Agreement to which it is party. Each Secured Party also represents that it will,
independently and without reliance upon the Collateral Agent or any other
Secured Party, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under any Secured Agreement, the
Collateral Document and this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and credit-worthiness of the Grantors. Except for
notices, reports and other documents expressly required to be furnished to the
Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall
not have any duty or responsibility to provide the Secured Parties with any
credit or other information concerning the business, operations, property,
financial and other condition or credit-worthiness of the Grantor which may come
into the possession of the Collateral Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

     Section 5.6. Indemnification. The Secured Parties agree to indemnify the
Collateral Agent in its capacity as such (to the extent not reimbursed by the
Company, but without limiting any obligation of the Company to do so) ratably in
accordance with the Secured Parties' Pro Rata Shares, against, and hold the
Collateral Agent harmless from, any and all liabilities, obligations, losses,
claims, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, which may be imposed on,
incurred by, or asserted against the Collateral Agent, in any way relating to or
arising out of this Agreement or the Collateral Document or the transactions
contemplated hereby or thereby or any action taken or omitted by the Collateral
Agent in connection with any of the foregoing; provided that no Secured Party
shall be liable to the Collateral Agent for any portion of such liabilities,
obligations, losses, claims, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent they are found by a final
decision of a court of competent jurisdiction to have resulted from the
Collateral Agent's gross negligence or willful misconduct or any action taken or
omitted to be taken that is not substantially in accordance with reasonable
instructions issued by the Required Secured Parties or the Acting Secured
Parties in accordance with (S)6.4(a). The agreements in this (S)5.6 shall
survive the payment of the Secured Obligations.

     Section 5.7. Collateral Agent in Its Individual Capacity. The Bank of New
York and its Affiliates may make loans to and generally engage in any kind of
business with the Company or any other Grantor as though such Person was not the
Collateral Agent hereunder and without any duty to account therefor to the
Secured Parties. With respect to any debt issued to it and advances made by it
under a Secured Agreement, if any, The Bank of New York shall have the same
rights and powers under this Agreement as any Secured Party and may exercise the
same as though it were not the Collateral Agent, and the terms "Secured Party"
and "Secured Parties" shall include The Bank of New York in its individual
capacity. Any Person which succeeds The Bank of New York as Collateral Agent
shall have the same rights as The Bank of New York under this (S)5.7 with
respect to debt issued to it and advances made by it under any Secured
Agreement.

<PAGE>

     Section 5.8. Successor Collateral Agent.

          (a)     The Collateral Agent may resign at any time upon thirty days'
notice to the Secured Parties and the Company and may be removed at any time,
with or without cause, by the Required Secured Parties by written notice
delivered to the Company, the Collateral Agent and the Secured Parties. After
any resignation or removal hereunder of the Collateral Agent, the provisions of
this (S)5 shall continue to inure to its benefit as to any actions taken or
omitted to be taken by it in connection with its role as Collateral Agent
hereunder while it was the Collateral Agent under this Agreement and it shall be
entitled to be paid promptly when due any amounts owing to it pursuant to
(S)5.6.

          (b)     Upon receiving notice of any such resignation or removal, a
successor Collateral Agent shall be appointed by the Required Secured Parties;
provided, however, that such successor Collateral Agent shall be (i) a bank or
trust company having a combined capital and surplus of at least $100,000,000,
subject to supervision or examination by a federal or state banking authority;
and (ii) authorized under the laws of the jurisdiction of its incorporation or
organization to assume the functions of the Collateral Agent. If the appointment
of such successor shall not have become effective (as hereafter provided) (x)
within such thirty day period after the Collateral Agent's notice of resignation
or (y) upon removal of the Collateral Agent, then the Collateral Agent or any
Secured Party may, at the expense of the Secured Parties according to their Pro
Rata Shares, petition a court of competent jurisdiction for the appointment of a
successor Collateral Agent. Such court shall, after such notice as it may deem
proper, appoint a successor Collateral Agent meeting the qualifications
specified in this (S)5.8(b). The Secured Parties hereby consent to such petition
and appointment so long as such criteria are met.

          (c)     The resignation or removal of a Collateral Agent and the
appointment of a successor Collateral Agent pursuant to this (S)5.8 shall become
effective upon (i) the acceptance of the appointment as Collateral Agent
hereunder by a successor Collateral Agent and (ii) the execution and delivery of
such documents or instruments as are necessary to transfer to such Collateral
Agent the rights and obligations of the Collateral Agent under the Collateral
Document, including, without limitation, the delivery and recordation of all
amendments, instruments, deed of trusts, financing statements, continuation
statements and other documents necessary to maintain the perfection of the
security interests held by the Collateral Agent hereunder and under the
Collateral Document. Copies of each such document or instrument shall be
delivered to all Secured Parties. Upon such effective appointment, the successor
Collateral Agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Collateral Agent and the retiring
Collateral Agent shall be discharged from its rights, powers, privileges and
duties under this Agreement and the Collateral Document; provided, however, that
the provisions of this (S)5 shall continue to inure to the retiring Collateral
Agent's benefit as to any actions taken or omitted to be taken by it in
connection with its role as Collateral Agent hereunder while it was the
Collateral Agent under this Agreement.

SECTION 6  Actions By The Collateral Agent.

     Section 6.1. Duties and Obligations. The duties and obligations of the
Collateral Agent are only those set forth in this Agreement and in the
Collateral Document.

<PAGE>

     Section 6.2. Notification of Default. If the Collateral Agent has been
notified in a writing conforming to the requirements of (S)5.4 by any Secured
Party that a Default or an Event of Default has occurred, the Collateral Agent
shall furnish to the Secured Parties and the Company a copy of such written
notice. The failure of any Secured Party having knowledge of the occurrence of a
Default or an Event of Default to notify the Collateral Agent or any Secured
Party of such occurrence, however, does not constitute a waiver of such Default
or Event of Default by the Secured Parties. Upon receipt of a notice conforming
to the requirements of (S)5.4 from a Secured Party of the occurrence of an Event
of Default, the Collateral Agent shall (in addition to the action required by
the first sentence of this (S)6.2) promptly (and in any event no later than five
Business Days after receipt of such notice) issue a notice of default (a "Notice
of Default") to all Secured Parties. Such Notice of Default shall indicate the
nature of such Event of Default. The Notice of Default may request instructions
from the Secured Parties and shall specify the date on which responses are due
in order to be timely within (S)6.4.

     Section 6.3. Exercise of Remedies. Except as otherwise provided in (S)6.4
and (S)6.5, the Collateral Agent shall take only such actions and exercise only
such remedies under the Collateral Document as are directed in written
instructions delivered to the Collateral Agent as required under (S)6.4 and
signed by the Required Secured Parties. In the event that the Collateral Agent
shall determine in good faith that taking the actions specified in such
instructions is contrary to law, it may refrain (and shall be fully protected in
so refraining) from taking such action and shall promptly give notice of such
fact to each of the Secured Parties. In the event that instructions received by
the Collateral Agent are in its good faith judgment ambiguous or conflict with
other instructions received by the Collateral Agent, the Collateral Agent (a)
shall promptly notify the Secured Parties of such ambiguity or conflict and
request clarifying instructions, and (b) may either (1) delay taking any such
action or exercising any such remedy pending the receipt of such clarifying
instructions (and shall be fully protected in so delaying) or (2) take such
actions as it is entitled to take under (S)6.5, provided that in taking such
actions the Collateral Agent shall act with such care as a reasonably prudent
person accords his own property.

     Section 6.4.  Instructions from Secured Parties.

          Notwithstanding anything express or implied to the contrary in the
Collateral Document:

          (a) remedies and other actions to be taken under the Collateral
     Document or applicable law with respect to the Collateral shall be directed
     in writing by the Required Secured Parties (or, in the case of the requests
     for information and actions to be taken at the direction of the Acting
     Secured Parties pursuant to (S)5.2, by the Acting Secured Parties); and

          (b) if any Secured Party does not respond in a timely manner to any
     notice (including, without limitation, a Notice of Default) from the
     Collateral Agent or request for instructions within the time period
     specified by the Collateral Agent in such notice or request for
     instructions (which shall be a minimum of five Business Days), the Secured
     Obligations held by such Secured Party which would otherwise be included in
     a determination of Required Secured Parties or Acting Secured Parties shall
     not be included in the determination of Required Secured Parties or Acting
     Secured Parties for purposes of such notice or request for instructions.
     Any action taken or not taken without the vote of such Secured Party or
     Secured Parties under this (S)6.4 shall nevertheless be binding on such
     Secured Party or Secured Parties.

<PAGE>

     Section 6.5.  Emergency Actions. If the Collateral Agent has asked the
Secured Parties for instruction and the Required Secured Parties have not yet
responded to such request, the Collateral Agent shall be authorized to take, but
shall not be required to take, and shall in no event have any liability for the
taking, any delay in taking or the failure to take, such actions (other than any
action described or permitted under (S)6.7) with regard to a Default or Event of
Default which the Collateral Agent, in good faith, believes to be reasonably
required to promote and protect the interests of the Secured Parties and to
preserve the value of the Collateral and shall give the Secured Parties
appropriate notice of such action; provided that once instructions with respect
to such request have been received by the Collateral Agent from the Required
Secured Parties the actions of the Collateral Agent shall be governed thereby
and the Collateral Agent shall not take any further action which would be
contrary thereto.

     Section 6.6.  Changes to Collateral Document. Any term of the Collateral
Document may be amended, and the performance or observance by the parties to the
Collateral Document of any term of the Collateral Document may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Required Secured Parties;
provided, however, that any amendment or waiver pursuant to this (S)6.6 shall
apply equally to the interests of all Secured Parties under the Collateral
Document.

     Section 6.7.  Release of Collateral. (a) Subject to Section 314(d) of the
TIA (to the extent applicable) release of any Collateral by the Collateral Agent
from the Lien of the Collateral Document shall be permitted with the written
consent of all of the Secured Parties; provided, however, that the written
consent of any Secured Party to the release of Collateral by the Collateral
Agent shall not be required, and the Lien of the Collateral Document shall
automatically be released with respect to any assets that the Grantor disposes
of pursuant to a disposition that is permitted under each of the Secured
Agreements.

             (b)   Subject to Section 314(d) of the TIA (to the extent
applicable), the Collateral Agent shall provide a written release of any Lien on
any Collateral if it shall have received an officer's certificate from the
Company certifying that all conditions precedent to such release hereunder have
been satisfied. Upon compliance with the foregoing sentence, the Collateral
Agent shall execute, deliver or acknowledge any reasonably requested instruments
of termination, satisfaction or release to evidence the release of any
Collateral permitted to be released pursuant to this Agreement.

     Section 6.8.  Other Actions. The Collateral Agent shall have the right to
take such actions, or omit to take such actions, hereunder and under the
Collateral Document not inconsistent with the written instructions delivered
pursuant to (S)6.3 of the Required Secured Parties or otherwise not inconsistent
with the terms of this Agreement, including actions the Collateral Agent deems
necessary or appropriate to perfect or continue the perfection of the Liens on
the Collateral for the benefit of the Secured Parties. Except as otherwise
provided by applicable law, the Collateral Agent shall have no duty as to any
Collateral, the collection or protection of the Collateral or any income
therefrom (including any duty to ascertain or take action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Collateral Agent has or is deemed to have
knowledge of such matters), nor as to the preservation of rights against prior
parties, nor as to the preservation of rights pertaining to the Collateral
beyond the safe custody of any Collateral in the Collateral Agent's actual
possession.

<PAGE>

     Section 6.9.   Cooperation. To the extent that the exercise of the rights,
powers and remedies of the Collateral Agent in accordance with this Agreement
requires that any action be taken by any Secured Party, such Secured Party shall
take such action and cooperate with the Collateral Agent to ensure that the
rights, powers and remedies of all Secured Parties are exercised in full.

     Section 6.10.  Distribution of Proceeds of Collateral .

             (a)    Upon any realization upon the Collateral, the Secured
Parties agree that the proceeds thereof shall be applied (i) first, to the
amounts owing to the Collateral Agent, solely in its capacity as Collateral
Agent, by the Grantor or the Secured Parties pursuant to this Agreement or the
Collateral Document; (ii) second, to reimburse the Secured Parties for any
amounts paid under (S)5.6 hereof; (iii) third, to the payment of all amounts of
accrued and unpaid interest which constitute Secured Obligations; (iv) fourth,
to all amounts of principal outstanding (or, if applicable, unpaid accreted
value) in respect of the Secured Obligations; (v) fifth, to all other Secured
Obligations then owing to the Secured Parties; and (vi) sixth, the balance, if
any, shall be returned to the Company or such other Persons as are entitled
thereto. All applications of such proceeds pursuant to clauses (ii) through (v)
above shall be allocated among the Secured Parties on the basis of their
respective Pro Rata Shares.

             (b)    Upon the request of the Collateral Agent prior to any
distribution under this (S)6.10, each Secured Party shall provide to the
Collateral Agent certificates, in form and substance reasonably satisfactory to
the Collateral Agent, setting forth the respective amounts referred to in
(S)6.10(a), that each such Secured Party believes it is entitled to receive.

     Section 6.11.  Authorized Investments. Any and all funds held by the
Collateral Agent in its capacity as Collateral Agent, whether pursuant to any
provision of this Agreement or the Collateral Document, shall to the extent
feasible within a reasonable time be invested by the Collateral Agent in Cash
Equivalent Investments that are specified in writing by the Company; provided,
however, that upon the receipt of notice of a Default or Event of Default
pursuant to (S)5.4, such investment shall be invested as specified in writing by
the Required Secured Parties. Prior to making such investment or to the extent
it is not feasible to invest such funds in Cash Equivalent Investments, the
Collateral Agent shall hold any such funds in an interest bearing account. Any
interest earned on such funds shall be disbursed to the Secured Parties in
accordance with (S)6.10(a). The Collateral Agent shall have no duty to place
funds held and invested pursuant to this (S)6.11 in investments which provide a
maximum return. The Collateral Agent shall not be responsible for any loss, fee,
tax or other damages with respect to any funds invested in accordance with this
(S)6.11.

<PAGE>

     Section 6.12.  Sharing of Proceeds. If, despite the provisions of this
Agreement, any Secured Party shall receive any payment or other recovery in
excess of its portion of payments on account of the Secured Obligations to which
it is then entitled in accordance with this Agreement, such Secured Party shall
hold such payment or other recovery in trust for the benefit of all Secured
Parties hereunder for distribution in accordance with (S)6.10(a).

SECTION 7    Bankruptcy Proceedings.

             The following provisions shall apply during any Bankruptcy
Proceeding of the Grantor:

             (a)    The Collateral Agent shall represent all Secured Parties in
connection with all matters directly relating to the Collateral, including
without limitation, use, sale or lease of Collateral, use of cash collateral,
relief from the automatic stay and adequate protection. The Collateral Agent
shall act on the instructions of the Required Secured Parties; provided that
subject to (S) 2.2, such instructions by the Required Secured Parties shall not
treat any Secured Party differently with respect to its rights in the Collateral
from any other Secured Party; and provided further that if action is required
prior to the time such instructions are received or if the Required Secured
Parties fail to give instructions with respect to any matter, the Collateral
Agent shall be authorized to act, or refrain from acting, in accordance with
(S)6.5.

             (b)    Each Secured Party shall be free to act independently on any
issue not directly relating to the Collateral, including without limitation,
matters relating to appointment of a trustee, conversion of a case, filing of
claims, and plans of reorganization. Each Secured Party shall give prior notice
to the Collateral Agent of any such action to the extent that such notice is
possible. If such prior notice is not given, such Secured Party shall give
prompt notice following any such action.

SECTION 8         Miscellaneous.

     Section 8.1.   Entire Agreement. This Agreement represents the entire
agreement among the Collateral Agent, the Secured Parties and the Grantor in
respect of the subject matter hereof.

     Section 8.2.   Notices. Notices hereunder shall be given to the Secured
Parties at their addresses as set forth on Schedule II hereto or at such other
address as may be designated by each in a written notice to the other parties
hereto.

     Section 8.3.   Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Collateral Agent and each of the Secured Parties
and their respective successors and assigns, whether so expressed or not, and,
in particular, shall inure to the benefit of and be enforceable by and against
any future holder or holders of any Secured Obligations, and the term "Secured
Party" shall include any such subsequent holder of Secured Obligations, wherever
the context permits.

     Section 8.4.   Consents, Amendment, Waivers. All amendments, waivers or
consents of any provision of this Agreement shall be effective only if the same
shall be in writing and signed by the Collateral Agent and all of the Secured
Parties.





<PAGE>

     Section 8.5.   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any conflicts of law principles other than New York General
Obligations Law Sections 5-1401 and 5-1402.

     Section 8.6.   Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one Agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.

     Section 8.7.   Sale of Interest. No Secured Party will sell, transfer or
otherwise dispose of any interest in the Secured Obligations unless such
purchaser or transferee shall agree, in writing, to be bound by the terms of
this Agreement.

     Section 8.8.   Severability. In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.

     Section 8.9.   Expenses. Without limiting the indemnification obligations
of the Secured Parties to the Collateral Agent pursuant to (S)5.6, in the event
of any litigation to enforce this Agreement, the prevailing party shall be
entitled to its reasonable attorney's fees and expenses (including the allocated
costs of in-house counsel).

     Section 8.10.  Term of Agreement. This Agreement shall terminate when the
conditions set forth in (S)3.4(a) have been satisfied with respect to all of the
Secured Parties, or when the Collateral Agent and all of the other Secured
Parties mutually agree in a writing to terminate this Agreement, whichever
occurs earlier.

     Section 8.11.  Obligations Several. The obligations of the Secured Parties
and the Collateral Agent hereunder are several. The failure of any Secured Party
or the Collateral Agent to carry out its obligations hereunder shall not relieve
any other Secured Party or the Collateral Agent of any obligation hereunder, nor
shall any Secured Party or the Collateral Agent be responsible for the
obligations of, or any action taken or omitted by, any other Person hereunder.
Nothing contained in this Agreement shall be deemed to cause any Secured Party
or the Collateral Agent to be considered a partner of or joint venturer with any
other Secured Party, the Collateral Agent, or the Grantor.

     Section 8.12.  Trustee Status. Notwithstanding any term herein to the
contrary, it is hereby expressly agreed and acknowledged that the agreements set
forth herein by each of the Original Trustee and the New Trustee are made solely
in its capacity as trustee with respect to the Original Notes or New Notes, as
applicable (and not in its individual commercial capacity, except to the extent
that it is or becomes a New Holder or Original Holder). Neither the Original
Trustee nor the New Trustee shall have any duties, obligations, or
responsibilities to any Secured Party under this Agreement except as expressly
set forth herein. Nothing in this Agreement shall be construed to operate as a
waiver by the Original Trustee or the New Trustee with respect to any Grantor,
any Original Holder or any New Holder, of the benefit of any exculpatory
provisions, presumptions, indemnities, protections, benefits, immunities or
reliance rights contained in the Original Indenture or the New Indenture, and,
by its acknowledgment hereof, each Grantor expressly agrees that as between it
on the one hand and the Original Trustee and

<PAGE>

the New Trustee on the other hand, the Original Trustee and the New Trustee
shall have such benefit with respect to all actions or omissions by the Original
Trustee or the New Trustee pursuant to this Agreement. For all purposes of this
Agreement, each of the Original Trustee and the New Trustee may (a) rely in good
faith, as to matters of fact, on any representation of fact believed by it to be
true (without any duty of investigation) and that is contained in a written
certificate of any authorized representative of the Company or of a Secured
Party; (b) rely in good faith, as to matters of law, on any advice received from
its legal counsel or an opinion of its counsel, counsel to the Company or
counsel to any Secured Party, and shall have no liability for any action or
omission taken in reliance thereon; and (c) assume in good faith (without any
duty of investigation), and rely upon, the genuineness, due authority, validity,
and accuracy of any certificate, instrument, notice, or other document believed
by it in good faith to be genuine and presented by the proper person.

     Section 8.13.  Trust Indenture Act. To the extent applicable, if any
provision of this Agreement limits, qualifies or conflicts with the duties
imposed on the Original Trustee, the New Trustee or the Collateral Agent by the
TIA, the TIA shall control. Any action required to be taken in order to comply
with the TIA shall be taken by the Original Trustee, the New Trustee and the
Collateral Agent, as applicable.

<PAGE>

          In Witness Whereof, each of the parties hereto has caused this
Agreement to be executed as of the date first above written.

                                  The Bank of New York, as Collateral Agent

                                  By:__________________________________________
                                  Name:________________________________________
                                  Its:_________________________________________

                                  The Bank of New York, as Original Trustee

                                  By:__________________________________________
                                  Name:________________________________________
                                  Its:_________________________________________

                                  The Bank of New York, as New Trustee

                                  By:__________________________________________
                                  Name:________________________________________
                                  Its:_________________________________________

                                  General Motors Corporation

                                  By:__________________________________________
                                  Name:________________________________________
                                  Its:_________________________________________

                                  OnStar Corporation

                                  By:__________________________________________
                                  Name:________________________________________
                                  Its:_________________________________________

                                  [NOTEHOLDERS]





<PAGE>

The undersigned hereby acknowledges and agrees to the foregoing Agreement.

                                 XM Satellite Radio Inc.


                                 By:__________________________________________
                                 Name:________________________________________
                                 Its:_________________________________________

<PAGE>

                                   SCHEDULE I

                          CONVERTIBLE NOTES NOTEHOLDERS

<PAGE>

                                   SCHEDULE II

                                NOTICE ADDRESSES


<PAGE>

                                    Exhibit A
                                       to
                             Intercreditor Agreement

                                     Form of

                        Joinder by Additional Creditor[s]

             Pursuant to Section 3.5 of the Intercreditor and Collateral Agency
Agreement (FCC License Subsidiary Pledge Agreement), dated as of January___,
2003, by and among the Noteholders named in Schedule I thereto, The Bank of New
York, as New Trustee, The Bank of New York, as Original Trustee, General Motors
Corporation, OnStar Corporation and The Bank of New York, as Collateral Agent
(the "Agreement"), the undersigned hereby acknowledge[s] and agree[s] to the
Agreement (capitalized terms used herein having the respective meanings assigned
thereto in the Agreement) and execute[s] and deliver[s] this joinder to the
Agreement and agree[s] to become a party thereto with all the rights, benefits
and obligations of a Secured Party thereunder as of the date hereof. Without
limiting the foregoing, the undersigned hereby represent[s] and warrant[s] to
the other parties to the Agreement to the effect set forth in Section 3.2(a) of
the Agreement.

             The undersigned [has] [have] entered into the following facility
with the Company [insert description of Additional Facility].

             The undersigned's address for notices under the Agreement is as
follows:

Dated: _______________

                                              [Additional Creditor(s)]



                                              By _______________________________

                                                 Its____________________________