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                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT


                                  JUNE 17, 2003


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                                  by and among


                            XM SATELLITE RADIO INC.,
                        XM SATELLITE RADIO HOLDINGS INC.,


                                       and


                            BEAR, STEARNS & CO. INC.

                                   ----------


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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of June 17, 2003, by and among XM Satellite Radio Inc., a Delaware
corporation (the "Company"), XM Satellite Radio Holdings Inc., a Delaware
corporation (the "Guarantor"), and Bear, Stearns & Co. Inc., (the "Initial
Purchaser"), whom has agreed to purchase the Company's 12% Senior Secured Notes
due 2010 (the "Series A Notes") pursuant to the Purchase Agreement (as defined
below).

     This Agreement is made pursuant to the Purchase Agreement, dated June 17,
2003, (the "Purchase Agreement"), by and among the Company and the Initial
Purchaser. In order to induce the Initial Purchaser to purchase the Series A
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchaser set forth in Section 8(m) of the
Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated June 17, 2003,
between the Company, the Guarantor and The Bank of New York, as Trustee,
relating to the Series A Notes and the Series B Notes (the "Indenture").

     The parties hereby agree as follows:

1    DEFINITIONS.

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     ACT: The Securities Act of 1933, as amended.

     AFFILIATE: As defined in Rule 144 of the Act.

     BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

     BUSINESS DAY: Any day except a Saturday, Sunday or other day in the City of
New York, or in the city of the corporate trust office of the Trustee, on which
banks are authorized to close.

     CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

     CLOSING DATE: The date hereof.

     COMMISSION:  The Securities and Exchange Commission.

     CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Series B Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Company to the Registrar under the
Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.

     CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

     EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.

     EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

     EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the

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outstanding principal amount of Series A Notes that are tendered by such Holders
in connection with such exchange and issuance.

     EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

     EXEMPT RESALES: The transactions in which the Initial Purchaser propose to
sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, to certain "accredited investors" as
such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under
the Act and pursuant to Regulation S under the Act..

     FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

     HOLDERS: As defined in Section 2 hereof.

     NOTES: The Series A and Series B Notes.

     PROSPECTUS: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

     RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

     REGISTRATION DEFAULT: As defined in Section 5 hereof.

     REGISTRATION STATEMENT: Any registration statement of the Company and the
Guarantor relating to (a) an offering of Series B Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

     REGULATION S: Regulation S as promulgated under the Act.

     RULE 144: Rule 144 promulgated under the Act.

     SERIES B NOTES: The Company's 12% Senior Secured Notes due 2010 to be
issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

     SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

     SUSPENSION NOTICE: As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     TRANSFER RESTRICTED SECURITIES: Each Series A Note, until the earliest to
occur of (a) the date on which such Series A Note is exchanged in the Exchange
Offer for a Series B Note which is entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of
the Act, (b) the date on which such Series A Note has been disposed of in
accordance with a Shelf Registration Statement (and the purchasers thereof have
been issued Series B Notes), or (c) the date on which such Note is distributed
to the public pursuant to Rule 144 under the Act (and purchasers thereof

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have been issued Series B Notes) and each Series B Note until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

2    HOLDERS.

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "HOLDER") whenever such Person owns Transfer Restricted Securities.

3    REGISTERED EXCHANGE OFFER.

     (a)  Unless the Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company and the Guarantor shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 90 days after the Closing
Date (such 90th day being the "FILING DEADLINE"), (ii) use their respective best
efforts to cause such Exchange Offer Registration Statement to become effective
at the earliest possible time, but in no event later than 180 days after the
Closing Date (such 180th day being the "EFFECTIVENESS DEADLINE"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Series B Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer for Series A Notes that such Broker-Dealer acquired for its own account as
a result of market making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.

     (b)  The Company and the Guarantor shall use their respective best efforts
to cause the Exchange Offer Registration Statement to be effective continuously,
and shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be
less than 20 Business Days. The Company and the Guarantor shall cause the
Exchange Offer to comply with all applicable federal and state securities laws.
No securities other than the Series B Notes shall be included in the Exchange
Offer Registration Statement. The Company and the Guarantor shall use their
respective best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 Business Days thereafter (such
30th day being the "CONSUMMATION DEADLINE").

     (c)  The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a

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result of a change in policy, rules or regulations after the date of this
Agreement. See the Shearman & Sterling no-action letter (available July 2,
1993).

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantor shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the prospectus contained in
the Exchange Offer Registration Statement is available for sales of Series B
Notes by Broker-Dealers, the Company and the Guarantor agree to use their
respective best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
one year from the Consummation Deadline or such shorter period as will terminate
when all Transfer Restricted Securities covered by such Registration Statement
have been sold pursuant thereto. The Company and the Guarantor shall promptly
provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

4    SHELF REGISTRATION.

     (a)  SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable law (after the Company and the Guarantor have complied with the
procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within 20 Business Days following
the Consummation Deadline that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer or (B) such Holder
may not resell the Series B Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A
Notes acquired directly from the Company or any of its Affiliates, then the
Company and the Guarantor shall:

               (x) use their respective best efforts to cause to be filed, on or
     prior to 30 days after the earlier of (i) the date on which the Company
     determines that the Exchange Offer Registration Statement cannot be filed
     as a result of clause (a)(i) above and (ii) the date on which the Company
     receives the notice specified in clause (a)(ii) above, (such earlier date,
     the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415
     under the Act (which may be an amendment to the Exchange Offer Registration
     Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer
     Restricted Securities, and

               (y) use their respective best efforts to cause such Shelf
     Registration Statement to become effective on or prior to 120 days after
     the Filing Deadline for the Shelf Registration Statement (such 120th day
     the "EFFECTIVENESS DEADLINE").

     If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to satisfy the requirements of clause (x) above; PROVIDED that,
in such event, the Company shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).

     To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other

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securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantor shall use their respective best efforts to
keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two
years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

     (b)  PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

5    BLACK OUT PERIOD

     During any consecutive 365 day period, the Company may suspend the
effectiveness of the Shelf Registration Statement on up to two consecutive
45-day periods if there is a possible acquisition or business combination or
other transaction, business development or event involving the Company that may
require disclosure in the Shelf Registration Statement and the Board of
Directors of the Company determines in the exercise of its reasonable judgment
that such disclosure is not in the best interests of the Company and its
stockholders or obtaining any financial statements relating to an acquisition or
business combination required to be included in the Shelf Registration Statement
would be impracticable. In such a case, the Company shall promptly notify the
Holders of the suspension of the Shelf Registration Statements effectiveness,
provided that such notice shall not require the Company to disclose the possible
acquisition or business combination or other transaction, business development
or event if the Board of Directors of the Company determines in good faith that
such acquisition or business combination or other transaction, business
development or event should remain confidential. Upon the abandonment,
consummation, or termination of the possible acquisition or business combination
or other transaction, business development or event, or the availability of the
required financial statements with respect to a possible acquisition or business
combination, the suspension of the use of the Shelf Registration Statement
pursuant to this Section 5 shall cease and the Company shall promptly comply
with Section 7(a)(ii) hereof and notify the Holders that disposition of Transfer
Restricted Securities may be resumed.

6    LIQUIDATED DAMAGES.

     If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded as promptly as reasonably
practicable by a post-effective amendment to such Registration Statement that
cures such failure and that is itself declared effective thereafter (each such
event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then
the Company and the Guarantor hereby jointly and severally agree to pay to each
Holder of Transfer Restricted Securities affected thereby liquidated damages in
an amount equal to $.05 per week per $1,000 in principal

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amount of Transfer Restricted Securities held by such Holder for each week or
portion thereof that the Registration Default continues for the first 90-day
period immediately following the occurrence of such Registration Default. The
amount of the liquidated damages shall increase by an additional $.05 per week
per $1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages of $.30 per week per $1,000 in
principal amount of Transfer Restricted Securities; PROVIDED that the Company
and the Guarantor shall in no event be required to pay liquidated damages for
more than one Registration Default at any given time. Notwithstanding anything
to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement and the Shelf Registration Statement, in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement
and the Shelf Registration Statement, in the case of (ii) above, (3) upon
Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the
filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement and the Shelf Registration Statement to again be declared effective or
made usable in the case of (iv) above, the liquidated damages payable with
respect to the Transfer Restricted Securities as a result of such clause (i),
(ii), (iii) or (iv), as applicable, shall cease. No other monetary damages shall
be available to the Holders of Transfer Restricted Securities for a Registration
Default.

     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantor to pay liquidated damages with respect to such
Transfer Restricted Securities shall survive until such time as such obligations
with respect to such Transfer Restricted Securities shall have been satisfied in
full.

7    REGISTRATION PROCEDURES.

     (a)  EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the Exchange
Offer, the Company and the Guarantor shall (x) comply with all applicable
provisions of Section 7(c) below, (y) use their respective best efforts to
effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

          (i)    If, following the date hereof there has been announced a change
     in Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company and the Guarantor hereby agree to seek
     a no-action letter or other favorable decision from the Commission allowing
     the Company and the Guarantor to Consummate an Exchange Offer for such
     Transfer Restricted Securities. The Company and the Guarantor hereby agree
     to pursue the issuance of such a decision to the Commission staff level. In
     connection with the foregoing, the Company and the Guarantor hereby agree
     to take all such other actions as may be requested by the Commission or
     otherwise required in connection with the issuance of such decision,
     including without limitation (A) participating in telephonic conferences
     with the Commission, (B) delivering to the Commission staff an analysis
     prepared by counsel to the Company setting forth the legal bases, if any,
     upon which such counsel has concluded that such an Exchange Offer should be
     permitted and (C) diligently pursuing a resolution (which need not be
     favorable) by the Commission staff.

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          (ii)   As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company and the Guarantor (which may be contained in
     the letter of transmittal contemplated by the Exchange Offer Registration
     Statement) to the effect that (A) it is not an Affiliate of the Company,
     (B) it is not engaged in, and does not intend to engage in, and has no
     arrangement or understanding with any person to participate in, a
     distribution of the Series B Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Series B Notes in its ordinary course of business.
     As a condition to its participation in the Exchange Offer each Holder using
     the Exchange Offer to participate in a distribution of the Series B Notes
     shall acknowledge and agree that, if the resales are of Series B Notes
     obtained by such Holder in exchange for Series A Notes acquired directly
     from the Company or an Affiliate thereof, it (1) could not, under
     Commission policy as in effect on the date of this Agreement, rely on the
     position of the Commission enunciated in MORGAN STANLEY AND CO., INC.
     (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available
     May 13, 1988), as interpreted in the Commission's letter to SHEARMAN &
     STERLING dated July 2, 1993, and similar no-action letters (including, if
     applicable, any no-action letter obtained pursuant to clause (i) above),
     and (2) must comply with the registration and prospectus delivery
     requirements of the Act in connection with a secondary resale transaction
     and that such a secondary resale transaction must be covered by an
     effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K.

          (iii)  Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantor shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantor are
     registering the Exchange Offer in reliance on the position of the
     Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May
     13, 1988), MORGAN STANLEY AND CO., INC. (available June 5, 1991) as
     interpreted in the Commission's letter to SHEARMAN & STERLING dated July 2,
     1993, and, if applicable, any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation that the Company and the
     Guarantor have not entered into any arrangement or understanding with any
     Person to distribute the Series B Notes to be received in the Exchange
     Offer and that, to the best of the Company's and the Guarantor's
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the Series B Notes in its ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Series B Notes received in the Exchange Offer and (C)
     any other undertaking or representation required by the Commission as set
     forth in any no-action letter obtained pursuant to clause (i) above, if
     applicable.

     (b)  SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company and the Guarantor shall:

          (i)    comply with all the provisions of Section 7(c) below and use
     their respective best efforts to effect such registration to permit the
     sale of the Transfer Restricted Securities being sold in accordance with
     the intended method or methods of distribution thereof (as indicated in the
     information furnished to the Company pursuant to Section 4(b) hereof), and
     pursuant thereto the Company and the Guarantor will prepare and file with
     the Commission a Registration Statement relating to the registration on any
     appropriate form under the Act, which form shall be available for the sale
     of the Transfer Restricted Securities in accordance with the intended
     method or methods of distribution thereof within the time periods and
     otherwise in accordance with the provisions hereof, and

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          (ii)   issue, upon the request of any Holder or purchaser of Series A
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes having an aggregate principal amount equal to the
     aggregate principal amount of Series A Notes sold pursuant to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Series B Notes on the Shelf Registration Statement
     for this purpose and issue the Series B Notes to the purchasers of
     securities subject to the Shelf Registration Statement in the names as such
     purchasers shall designate.

     (c)  GENERAL PROVISIONS. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the Guarantor
shall:

          (i)    use their respective best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable. Upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain
     an untrue statement of material fact or omit to state any material fact
     necessary to make the statements therein not misleading or (B) not to be
     effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the Company and the Guarantor shall
     file promptly an appropriate amendment to such Registration Statement
     curing such defect, and, if Commission review is required, use their
     respective best efforts to cause such amendment to be declared effective as
     soon as practicable.

          (ii)   prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be;
     cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

          (iii)  advise each Holder, and the Initial Purchaser, if required to
     deliver a prospectus in connection with sales or market making activities
     promptly and, if requested by such Holder, confirm such advice in writing,
     (A) when the Prospectus or any Prospectus supplement or post-effective
     amendment has been filed, and, with respect to any applicable Registration
     Statement or any post-effective amendment thereto, when the same has become
     effective, (B) of any request by the Commission for amendments to the
     Registration Statement or amendments or supplements to the Prospectus or
     for additional information relating thereto, (C) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement under the Act or of the suspension by any state
     securities commission of the qualification of the Transfer Restricted
     Securities for offering or sale in any jurisdiction, or the initiation of
     any proceeding for any of the preceding purposes, (D) of the existence of
     any fact or the happening of any event that makes any statement of a
     material fact made in the Registration Statement, the Prospectus, any
     amendment or supplement thereto or any document incorporated by reference
     therein untrue, or that requires the making of any additions to or changes
     in the Registration Statement in order to make the statements therein not
     misleading, or that requires the making of any additions to or changes in
     the Prospectus in

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     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. If at any time the Commission
     shall issue any stop order suspending the effectiveness of the Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities under state securities
     or Blue Sky laws, the Company and the Guarantor shall use their respective
     best efforts to obtain the withdrawal or lifting of such order at the
     earliest possible time;

          (iv)   subject to Section 7(c)(i), if any fact or event contemplated
     by Section 7(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective amendment to the Registration Statement or
     related Prospectus or any document incorporated therein by reference or
     file any other required document so that, as thereafter delivered to the
     purchasers of Transfer Restricted Securities, the Prospectus will not
     contain an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (v)    furnish to each Holder required to deliver a prospectus in
     connection with such exchange or sale, if any, before filing with the
     Commission, copies of any Registration Statement or any Prospectus included
     therein or any amendments or supplements to any such Registration Statement
     or Prospectus (including all documents incorporated by reference after the
     initial filing of such Registration Statement), which documents will be
     subject to the review and comment of such Holders in connection with such
     sale, if any, for a period of at least five Business Days, and the Company
     will not file any such Registration Statement or Prospectus or any
     amendment or supplement to any such Registration Statement or Prospectus
     (including all such documents incorporated by reference) to which such
     Holders shall reasonably object within five Business Days after the receipt
     thereof. A Holder shall be deemed to have reasonably objected to such
     filing if such Registration Statement, amendment, Prospectus or supplement,
     as applicable, as proposed to be filed, contains an untrue statement of a
     material fact or omits to state any material fact necessary to make the
     statements therein not misleading or fails to comply with the applicable
     requirements of the Act;

          (vi)   promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to each Holder required to deliver a
     Prospectus in connection with such exchange or sale, if any, make the
     Company's and the Guarantor's representatives available for discussion of
     such document and other customary due diligence matters, and include such
     information in such document prior to the filing thereof as such Holders
     may reasonably request;

          (vii)  make available, at reasonable times, for inspection by each
     Holder required to deliver a Prospectus and any attorney or accountant
     retained by such Holders, all financial and other records, pertinent
     corporate documents of the Company and the Guarantor and cause the
     Company's and the Guarantor's officers, directors and employees to supply
     all information reasonably requested by any such Holder, attorney or
     accountant in connection with such Registration Statement or any
     post-effective amendment thereto subsequent to the filing thereof and prior
     to its effectiveness;

          (viii) if requested by any Holders required to deliver a Prospectus in
     connection with such exchange or, promptly include in any Registration
     Statement or Prospectus, pursuant to a supplement or post-effective
     amendment if necessary, such information as such Holders may reasonably
     request to have included therein, including, without

                                        9
<Page>

     limitation, information relating to the "Plan of Distribution" of the
     Transfer Restricted Securities; and make all required filings of such
     Prospectus supplement or post-effective amendment as soon as practicable
     after the Company is notified of the matters to be included in such
     Prospectus supplement or post-effective amendment;

          (ix)   furnish to each Holder in connection with such exchange or
     sale, without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     all documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

          (x)    deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Company and
     the Guarantor hereby consent to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

          (xi)   upon the request of any Holder required to deliver a
     Prospectus, enter into such agreements (including underwriting agreements)
     and make such representations and warranties and take all such other
     actions in connection therewith in order to expedite or facilitate the
     disposition of the Transfer Restricted Securities pursuant to any
     applicable Registration Statement contemplated by this Agreement as may be
     reasonably requested by any Holder in connection with any sale or resale
     pursuant to any applicable Registration Statement. In such connection, the
     Company and the Guarantor shall:

          (A)    upon request of any such Holder, furnish (or in the case of
       paragraphs (2) and (3), use its best efforts to cause to be furnished) to
       each such Holder, upon Consummation of the Exchange Offer or upon the
       effectiveness of the Shelf Registration Statement, as the case may be:

              (1) a certificate, dated such date, signed on behalf of the
          Company and the Guarantor by (x) the President or any Vice President
          and (y) a principal financial or accounting officer of the Company and
          the Guarantor, confirming, as of the date thereof, the matters set
          forth in Sections 8(a), 8(b), 8(c) and 8(d) of the Purchase Agreement
          and such other similar matters as such Holders may reasonably request;

              (2) an opinion, dated the date of Consummation of the Exchange
          Offer or the date of effectiveness of the Shelf Registration
          Statement, as the case may be, of counsel for the Company and the
          Guarantor covering matters similar to those set forth in Sections
          8(f), 8(g) and 8(h) of the Purchase Agreement and such other matter as
          such Holder may reasonably request, and in any event including a
          statement to the effect that such counsel has participated in
          conferences with officers and other representatives of the Company and
          the Guarantor, representatives of the independent public accountants
          for the Company and the Guarantor and have considered the matters
          required to be stated therein and the statements contained therein,
          although such counsel has not independently verified the accuracy,
          completeness or fairness of such statements; and that such counsel
          advises that, on the basis of the foregoing (relying as to materiality
          to the extent such counsel deems appropriate upon the statements of
          officers and other representatives of the Company and the Guarantor
          and without independent check or verification), no facts came to such
          counsel's attention that caused such counsel to believe that the
          applicable Registration Statement, at the time such Registration
          Statement or any post-effective amendment thereto became effective
          and, in the case of the Exchange Offer Registration Statement, as of
          the

                                       10
<Page>

          date of Consummation of the Exchange Offer, contained an untrue
          statement of a material fact or omitted to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, or that the Prospectus contained in such
          Registration Statement as of its date and, in the case of the opinion
          dated the date of Consummation of the Exchange Offer, as of the date
          of Consummation, contained an untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading. Without limiting the foregoing, such
          counsel may state further that such counsel assumes no responsibility
          for, and has not independently verified, the accuracy, completeness or
          fairness of the financial statements, notes and schedules and other
          financial data included in any Registration Statement contemplated by
          this Agreement or the related Prospectus; and

              (3) a customary comfort letter, dated the date of Consummation of
          the Exchange Offer, or as of the date of effectiveness of the Shelf
          Registration Statement, as the case may be, from the Company's
          independent accountants, in the customary form and covering matters of
          the type customarily covered in comfort letters to underwriters in
          connection with underwritten offerings, and affirming the matters set
          forth in the comfort letters delivered pursuant to Section 8(h) of the
          Purchase Agreement; and

          (B)    deliver such other documents and certificates as may be
     reasonably requested by the selling Holders to evidence compliance with the
     matters covered in clause (A) above and with any customary conditions
     contained in the agreement entered into by the Company and the Guarantor
     pursuant to this clause (xi);

          (xii)  prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted Securities under
     the securities or Blue Sky laws of such jurisdictions as the selling
     Holders may request and do any and all other acts or things necessary or
     advisable to enable the disposition in such jurisdictions of the Transfer
     Restricted Securities covered by the applicable Registration Statement;
     PROVIDED, HOWEVER, that the Company nor the Guarantor shall not be required
     to register or qualify as a foreign corporation where it is not now so
     qualified or to take any action that would subject it to the service of
     process in suits or to taxation, other than as to matters and transactions
     relating to the Registration Statement, in any jurisdiction where it is not
     now so subject;

          (xiii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and to register such
     Transfer Restricted Securities in such denominations and such names as the
     selling Holders may request at least two Business Days prior to such sale
     of Transfer Restricted Securities;

          (xiv)  use their respective best efforts to cause the disposition of
     the Transfer Restricted Securities covered by the Registration Statement to
     be registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities, subject
     to the proviso contained in clause (xii) above;

          (xv)   provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with printed certificates for the

                                       11
<Page>

     Transfer Restricted Securities which are in a form eligible for deposit
     with the Depository Trust Company;

          (xvi)  otherwise use their respective best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act); and

          (xvii) cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     such Indenture to be so qualified in accordance with the terms of the TIA;
     and execute and use its best efforts to cause the Trustee to execute, all
     documents that may be required to effect such changes and all other forms
     and documents required to be filed with the Commission to enable such
     Indenture to be so qualified in a timely manner.

     (d)  RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 7(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 7(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 7(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.

8    REGISTRATION EXPENSES.

     (a)  All expenses incident to the Company's and the Guarantor's performance
of or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Notes to be issued in the Exchange Offer and printing of Prospectuses
whether for exchanges, sales, market making or otherwise), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and the Guarantor; and (v) all fees and disbursements of independent
certified public accountants of the Company and the Guarantor (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

                                       12
<Page>

     The Company will, in any event, bear its and the Guarantor's internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantor.

     (b)  In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantor
will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities who are tendering Series A Notes into in the Exchange Offer and/or
selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins LLP,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

9    INDEMNIFICATION.

     (a)  The Company and the Guarantor agree jointly and severally to indemnify
and hold harmless each Holder, its directors, officers and each Person, if any,
who controls such Holder (within the meaning of Section 15 of the Act or Section
20 of the Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, (including without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Company to any Holder or any prospective purchaser of Series B
Notes or registered Series A Notes, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders. Notwithstanding the foregoing, the Company and the
Guarantor shall not be liable hereunder to a Holder to the extent that any such
losses, claims, damages, liabilities or judgments arise out of, or based upon,
an untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary prospectus if (i) such Holder failed to send or deliver
a copy of the Prospectus with or prior to the delivery of written confirmation
of the sale of Notes to the person asserting such loss or who purchased such
Notes which are the subject thereof and (ii) the Prospectus would have corrected
such untrue statement or omission or alleged untrue statement or alleged
omission.

     (b)  Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantor, and
their respective directors and officers, and each Person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company and the Guarantor to the same extent as the foregoing indemnity from
the Company and the Guarantor set forth in section (a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement. In no
event shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

                                       13
<Page>

     (c)  In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 9(a) or 9(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all reasonable fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 9(a) and 9(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 9(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 9(a), and by the Company and the Guarantor, in the case of
parties indemnified pursuant to Section 9(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

     (d)  To the extent that the indemnification provided for in this Section 9
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantor, on the one hand, and the Holders, on the other hand, from their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
9(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 9(d)(i) above
but also the relative fault of the Company and the Guarantor, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantor, on the one hand, and of the Holder, on
the other hand, shall be determined by

                                       14
<Page>

reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Guarantor, on the one
hand, or by the Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and judgments referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 9(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

     The Company and the Guarantor and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 9(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 9(c) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

10   RULE 144A AND RULE 144.

     The Company and the Guarantor agree with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company or the Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to use all reasonable best efforts to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

11   MISCELLANEOUS.

     (a)  REMEDIES. The Company and the Guarantor acknowledge and agree that
any failure by the Company and/or the Guarantor to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchaser or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The
Company and the Guarantor further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

                                       15
<Page>

     (b)  NO INCONSISTENT AGREEMENTS. The Company nor the Guarantor shall not,
on or after the date of this Agreement, enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's and the
Guarantor's securities under any agreement in effect on the date hereof.

     (c)  AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 6
hereof and this Section 11(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

     (d)  THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

     (e)  NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i)    if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (ii)   if to the Company:


                 XM Satellite Radio Inc.
                 1500 Eckington Place, N.E.
                 Washington, DC 20002
                 Telecopy No.: (202) 380 4534
                 Attention: Joseph Titlebaum, Esq. / General Counsel

                 With a copy to:

                 Hogan & Hartson
                 555 Thirteenth Street, N.W.
                 Washington D.C. 20004
                 Telecopy No.: (202) 637-5910
                 Attention: Steven M. Kaufman, Esq.

          (iii)  if to the Guarantor:

                 XM Satellite Radio Holdings Inc.

                                       16
<Page>

                 1500 Eckington Place, N.E.
                 Washington D.C. 20002
                 Telecopy No.: (202) 380-4534
                 Attention: Joseph Titlebaum, Esq. / General Counsel

                 With a copy to:

                 Hogan & Hartson
                 555 Thirteenth Street, N.W.
                 Washington D.C. 20004
                 Telecopy No.: (202) 637-5910
                 Attention: Steven M. Kaufman, Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f)  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; PROVIDED, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

     (g)  COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     (j)  SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k)  ENTIRE AGREEMENT. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration

                                       17
<Page>

rights granted with respect to the Transfer Restricted Securities. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.

                           [SIGNATURE PAGE(S) FOLLOW]

                                       18
<Page>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                      XM SATELLITE RADIO INC.


                                      By:        /s/
                                              ----------------------------
                                      Name:
                                      Title:


                                      XM SATELLITE RADIO HOLDINGS INC.


                                      By:        /s/
                                              ----------------------------
                                      Name:
                                      Title:

                                       19
<Page>

BEAR, STEARNS & CO. INC.

By:       /s/
       ------------------------
Name:
Title:

                                       20