**EXHIBIT10.42**

 

AMENDED ANDRESTATED DIRECTOR DESIGNATION AGREEMENT

 

This Amended and RestatedDirector Designation Agreement, dated as of February 1, 2003 (this “Agreement”),is hereby entered into by and among XM Satellite Radio Holdings Inc., acorporation duly organized under the laws of the State of Delaware (the “Company”);AEA XM Investors I LLC, AEA XM Investors II LLC, AEA XM Investors IA LLC andAEA XM Investors IIA LLC, each a limited liability company organized under thelaws of the State of Delaware (individually or collectively “AEA XM”);Clear Channel Investments, Inc., a corporation duly organized under the laws ofthe State of Nevada (“Clear Channel”);; Hughes Electronics Corporation,corporation duly organized under the laws of Delaware (“Hughes”);American Honda Motor Co., Inc., a corporation duly organized under the laws ofthe State of California (“Honda”); and Madison Dearborn Capital PartnersIII, L.P. (“Madison Capital”), Madison Dearborn Special Equity III, L.P.(“Madison Equity”), and Special Advisors Fund I, LLC (“MadisonAdvisors” and, collectively with Madison Capital and Madison Equity, eachan entity duly organized under the laws of the State of Delaware, “Madison”).  AEA XM, Clear Channel, Honda, Hughes andMadison are collectively referred to herein as the “Investors.”  The Company and the Investors arecollectively referred to herein as the “Parties.”  Columbia XM Radio Partners, LLC, alimited liability company duly organized under the laws of the Commonwealth ofVirginia (“Columbia Radio Partners”), Columbia XM Satellite PartnersIII, LLC, a limited liability company duly organized under the laws of theCommonwealth of Virginia (“Columbia Satellite Partners”), ColumbiaCapital Equity Partners III (QP), L.P. (“Columbia Equity Partners III”)and Columbia Capital Equity Partners II (QP), L.P. (“Columbia EquityPartners II”), each a limited partnership duly organized under the laws ofthe State of Delaware, who were parties to the January 2003 Agreement (asdefined below), are becoming parties hereto solely for the purposes of agreeingto the amendment and restatement of the January 2003 Agreement by thisAgreement and terminating their respective rights and obligationshereunder.  Upon effectiveness of thisAgreement, each of Columbia Radio Partners, Columbia Satellite Partners,Columbia Equity Partners II and Columbia Equity Partners III shall cease to bea party to this Agreement and all of its respective rights and obligationshereunder shall be terminated.

 

WITNESSETH

 

WHEREAS, the Company, the Investors, Columbia RadioPartners, Columbia Satellite Partners, Columbia Equity Partners II and ColumbiaEquity Partners III are parties to a Director Designation Agreement, datedJanuary 28, 2003 (the “January 2003 Agreement”), that relates to thedesignation of the Company’s directors; and

 

WHEREAS, the Company and each of the Investors believeit to be in the best interests of the Company and the mutual best interests ofeach of the Investors to continue to have certain agreements with respect tothe designation of directors of the Company.

 

NOW, THEREFORE, in consideration for the mutualcovenants contained herein, the adequacy, receipt, and sufficiency of which arehereby acknowledged, the undersigned hereby agree as follows:

 

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# **ARTICLE I.DEFINITIONS**

 

Section 1.1             Definitions.

 

Affiliate:means, as applied to any Person, any other Person directly or indirectlycontrolling, controlled by, or under direct or indirect common control with,such Person.  For purposes of thisdefinition, “control” (including, with correlative meanings, the terms“controlling,” “controlled by” and “under common control with”), as applied toany Person, means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of such Person,whether through the ownership of voting securities, by contract orotherwise.  For purposes of Section 2.1,a member of a limited liability company or a partner of a partnership shall bedeemed an Affiliate of said company or partnership.

 

Board or Board ofDirectors: means the Board of Directors of the Company or acommittee consisting of one or more directors lawfully exercising the powers ofthe Board.

 

Business Day:means any day other than a Saturday, Sunday or any other day on whichcommercial banks are authorized or required by law to be closed in New YorkCity or the District of Columbia.

 

Capital Stock:means any and all securities, shares, interests, warrants, options, rights toacquire equity or equity-linked securities of the Company, participations orother equivalents (however designated, whether voting or non-voting) in equityof the Company, whether issued by the Company or its Subsidiaries, and whethernow outstanding or issued subsequently hereto, including, without limitation,all series and classes of Common Stock and preferred stock of the Company, andall Convertible Securities, including the Series A Convertible Preferred Stock,the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stockand the 10% Senior Secured Discount Convertible Notes due 2009 of the Companyand its wholly owned subsidiary XM Satellite Radio Inc. (the “New Notes”).

 

Class A CommonStock:  means theClass A Common Stock, par value $0.01 per share, of the Company having one (1)vote per share.

 

Common Stock:means all classes and series of the common stock of the Company, any stock intowhich such common stock shall have been changed or converted or any stockresulting from any capital reorganization or reclassification of such commonstock, and all other stock of any class or classes (however designated) of theCompany, the holders of which have the right, without limitation as to amount,either to all or to a share of the balance of current dividends and liquidatingdividends after the payment of dividends and distributions of any sharesentitled to preference.

 

Common StockDeemed Outstanding: means, at any given time, the number ofshares of Common Stock actually outstanding at such time, plus the number ofshares of Common Stock

 

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issuable upon the conversion, exchange, or exercise in full, of allConvertible Securities, whether or not the Convertible Securities areconvertible into or exercisable or exchangeable for Common Stock at such time.

 

ConvertibleSecurities: means securities or obligations that areexercisable for, convertible into or exchangeable for shares of CommonStock.  The term includes options,warrants or other rights to subscribe for or purchase Common Stock or tosubscribe for or purchase other securities or obligations that are convertibleinto or exercisable or exchangeable for Common Stock, including, withoutlimitation, the Series A Convertible Preferred Stock, the Series B Convertible PreferredStock, the Series C Convertible Preferred Stock and the New Notes.

 

Person:means any individual, partnership, corporation, joint venture, limitedliability company, association, trust, unincorporated organization, or agovernment or agency or political subdivision thereof.

 

Series AConvertible Preferred Stock: means the Series A ConvertiblePreferred Stock, par value $1.00 per share, of the Company having zero (0)votes per share.

 

Series BConvertible Preferred Stock: means the Series B ConvertibleRedeemable Preferred Stock, par value $.01 per share, of the Company havingzero (0) votes per share.

 

Series CConvertible Preferred Stock: means the Series C ConvertibleRedeemable Preferred Stock, par value $.01 per share, of the Company, havingthe same voting rights as the Class A Common Stock determined on an asconverted basis.

 

Series C PurchaseAgreement: means the Series C Convertible Preferred StockPurchase Agreement, dated as of July 7, 2000, by and among the Company and theinvestors named therein.

 

Subsidiary:means, with respect to any Person, any corporation, association or otherbusiness entity of which more than fifty percent (50%) of the voting power ofthe outstanding Capital Stock is owned, directly or indirectly, by such Personor one or other Subsidiaries of such Person.

 

# **ARTICLE II.**CORPORATE GOVERNANCE; VOTING AGREEMENT

 

Section 2.1             Board of Directors.

 

(a)           The Board of Directors and the boardof directors of XM Satellite Radio Inc. and any other material Subsidiary ofthe Company (other than the board of any joint venture with Sirius SatelliteRadio Inc. so long as the Company’s management provides regular reports to theBoard of Directors as to the status of any such joint venture) (collectively,the “Boards of Directors”) shall consist of at least seven (7) members,of whom:

 

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(i)            one (1) member shall be designatedby Clear Channel;

 

(ii)           one (1) member shall be the Presidentand CEO of the Company;

 

(iii)          one (1) member shall be the Chairmanof the Company;

 

(iv)          two (2) members shall be independentdirectors of recognized industry expertise and stature both of whom shall beapproved by the Investors who hold a majority of the Common Stock DeemedOutstanding that is held by the Investors;

 

(v)           one (1) member shall be designated byAEA XM who shall be appointed to any Audit Committee and Executive Committee(subject to meeting the Nasdaq Stock Market’s Audit Committee and Charterrequirements); and

 

(vi)          at Honda’s option, one (1) membershall be designated by Honda who shall be appointed to any Executive orcomparable committee of the Boards of Directors.

 

(b)                                 EachInvestor agrees to vote its voting securities of the Company in favor of thepersons nominated in accordance with the provisions herein.  The rights of Clear Channel to designate adirector and approve the appointment of independent directors pursuant to thisSection 2.1 shall continue for so long as Clear Channel holds (A) in excess of5% of the Common Stock Deemed Outstanding or (B) the full amount of itsoriginal investment in the Company.  Theright of AEA XM to designate a director and approve the appointment ofindependent directors shall continue for so long as AEA XM (or its Affiliates)holds at least 50% of the stock that it originally purchased under the Series CPurchase Agreement, either in Series C Convertible Preferred Stock or asconverted into Class A Common Stock. The right of Honda to designate a director and approve the appointmentof independent directors shall continue for so long as Honda (or any of itsAffiliates) retains at least 50% of its investment, including debt and equitysecurities, in the Company (measured by the purchase price paid by Honda forsuch securities and without regard to (i) whether or not such securities havebeen converted into any other security of the Company or (ii) the currentmarket value of any such securities) as of the date hereof.

 

(c)                                  Theright of Clear Channel to designate a director pursuant to Section 2.1(a)(i)also shall terminate, and any director designated by Clear Channel shallpromptly resign from the Boards of Directors, if a majority of the ownershipinterests of Clear Channel cease to be owned, directly or indirectly, by ClearChannel Communications, Inc.

 

Section 2.2             Removal of Directors.  The Investors agree to vote so that eachmember of the Board of Directors nominated or designated in accordance withSection 2.1 shall serve as a director of the Company until removed, upon theinstructions of the Party designating such director, and each Party agrees tovote its shares of Common Stock in accordance with such directions.  To the extent permitted by law, eachInvestor agrees not to take any action to remove or replace (and to use allreasonable efforts to cause the Board of Directors not to replace), with orwithout cause, any director of the Company that has not been designated forremoval or replacement by the Party having originally nominated or designatedsuch director.

 

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Section 2.3             No Group.  It is the intent of the Investors that no“group” (within the meaning of Section 13(d) of the Securities Exchange Act of1934, as amended) shall be formed as a result of this Agreement.

 

Section 2.4             Partial Termination.  If the Investors at any time beneficiallyown in excess of 50% of the voting securities of the Company, then thisAgreement shall terminate automatically as to the following, in all respects,first, Clear Channel, second (if necessary), Madison, and, third (ifnecessary), AEA XM until the remaining Investors beneficially own 50% or lessof the voting securities of the Company. The Parties shall take all actions to reflect any such partialtermination as may be reasonably requested by the Company or any otherParty.  Thirty (30) days prior to a datefor payment of interest (an “Interest Payment”) under any of (i) the New Notes,(ii) the Series GM 10% Senior Secured Convertible Notes due 2009 of the Companyand XM Satellite Radio Inc., and (iii) the Credit Agreement among the Company,XM Satellite Radio Inc. and General Motors Corporation, the Company shallcalculate the Investors’ beneficial ownership of voting securities of theCompany (with a copy of such calculation to be furnished to each of the Investors).  Each Investor shall provide the Company withat least ten (10) days prior written notice of its intent to purchase anyvoting securities of the Company.  Ifany proposed purchase of voting securities or Interest Payment would cause thebeneficial ownership of the Investors to be in excess of 50%, then the Partiesshall take such actions as necessary to remove Investors as Parties to thisAgreement in the order set forth above.

 

Section 2.5             Transfers.  Any assignment or transfer by an Investor toa single transferee or a group of Affiliated transferees, whether in a singletransaction or a series of related transactions, of:

 

(i) ConvertibleSecurities representing more than 1% of the Common Stock Deemed Outstanding,other than Common Stock sold pursuant to an effective registration statement orRule 144 or Rule 145 under the Securities Act of 1934, as amended, or

 

(ii) any New Notes

 

shall be subject to theassumption by such transferee of the obligation to vote its Common Stock asprovided herein and the obligation to require the same in subsequent suchassignments or transfers.

 

**ARTICLEIII.**

** **

**CERTAINREPRESENTATIONS**

 

Each Party herebyrepresents and warrants on behalf of itself to each other Party that:

 

Section 3.1             Existence and Power.

 

(a)           it is an entity duly organized,validly existing and in good standing under the laws of its jurisdiction offormation;

 

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(b)           it has the power and authority to ownits assets, carry on its business and execute, deliver, and perform itsobligations under this Agreement; and

 

(c)           it is duly qualified to do businessand is licensed and in good standing under the laws of each jurisdiction whereits ownership, lease or operation of property or the conduct of its businessrequires such qualification or license except where such failure to qualifywould not have a material adverse effect on the business or financial conditionof such Party.

 

Section 3.2             Due Authorization; NoContravention.  The execution,delivery and performance by it of this Agreement have been duly authorized byall necessary action, and do not and will not:

 

(a)           Breach or violate the terms of itscertificate of incorporation (or similar constituent document) or bylaws (orsimilar constituent document);

 

(b)            Breach or violate the terms of anymaterial agreement to which it is party; or

 

(c)           Violate any law or regulationapplicable to it, including but not limited to the Communications Act and therules and regulations promulgated from time to time by the FederalCommunications Commission (or any successor agency thereto).

 

Section 3.3             Binding Effect.  This Agreement has been duly authorized (tothe extent such Party is an entity), executed and delivered by such Party andconstitutes the legal, valid and binding obligation of such Party enforceableagainst such Party in accordance with the terms hereof, subject to applicablebankruptcy, insolvency, reorganization, moratorium, fraudulent transfer andsimilar laws affecting creditors’ rights generally and to general principles ofequity (regardless of whether enforcement is sought in a proceeding in equityor at law).

 

**ARTICLEIV.**

 

**MISCELLANEOUS**

 

Section 4.1             Notices.  Except as otherwise provided in thisAgreement, notices and other communications under this Agreement shall be inwriting and shall be deemed properly served if: (i) mailed by registered orcertified mail, return receipt requested, (ii) delivered by a recognizedovernight courier service, (iii) delivered personally, or (iv) sent byfacsimile transmission addressed to each Party at its address for noticesspecified on Schedule I attached hereto, or at such other address, or tothe attention of such officer, as any Party shall have furnished to each otherParty in writing pursuant to this Section 4.1. Such notice shall be deemed to have been received:  (i) three (3) Business Days after the dateof mailing if sent by certified or registered mail, (ii) one (1) Business Dayafter the date of delivery if sent by overnight courier, (iii) the date of deliveryif personally delivered, or (iv) the next succeeding Business Day aftertransmission by facsimile with confirmation of receipt.

 

Section 4.2             Amendment.  Any term of this Agreement may be amendedonly with the written consent of (a) the Company, (b) Investors holding, (i) inthe case of amendments to provisions of this Agreement generally, 75% of theaggregate of the Common Stock Deemed

 

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Outstanding held by Investors, and (ii) in the case of any non-materialchange or technical correction of this Agreement, a majority of the aggregateof the Common Stock Deemed Outstanding held by Investors, and (c) in the caseof amendments to any provision of Section 2.1 which adversely affect the rightof any Investor to designate one or more directors, in addition to the consentslisted in clauses (a) and (b) of this Section, the Investor having the rightthat would be adversely affected; provided, however, that in the event therights, preferences or obligations hereunder of one or more Investors are beingamended in a manner that is materially adverse to such Investors and in amanner that is different from those of other Investors, such rights,preferences or obligations may be so amended only with the consent of theInvestors holding at least 75% in the aggregate of the Common Stock DeemedOutstanding held by Investors whose rights, preferences or obligations arebeing materially adversely amended in such different manner. Any amendmenteffected in accordance with this Section 4.2 shall be binding upon any futuretransferee of an Investor and the Company.

 

Section 4.3             Specific Performance.  Each Party acknowledges (i) that it will beimpossible to measure in money the damage to each other Party if any of them orany legal representative of any Party fails to comply with any of theprovisions of this Agreement, (ii) that every such provision is material, and(iii) that in the event of any such failure, the Company and the Investors willnot have an adequate remedy at law or in damages.  Accordingly, each Party hereto consents to the issuance of aninjunction or the enforcement of other equitable remedies against it at thesuit of an aggrieved Party without the posting of any bond or other security,to compel specific performance of all of the terms hereof, and waives anydefense thereto, including, without limitation, the defenses of (i) failure ofconsideration, (ii) breach of any other provision of this Agreement and (iii)availability or relief in damages.

 

Section 4.4             GOVERNING LAW. THISAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISIONSTHEREOF.

 

EACH OF THE PARTIESACKNOWLEDGES THAT (i) IT IS A KNOWLEDGEABLE, INFORMED, SOPHISTICATED BUSINESSENTITY CAPABLE OF UNDERSTANDING AND EVALUATING THE PROVISIONS SET FORTH IN THISAGREEMENT, AND (ii) IT HAS BEEN REPRESENTED BY SUCH COUNSEL AND OTHER ADVISORSOF ITS CHOOSING AS IT HAS DEEMED APPROPRIATE IN CONNECTION WITH ITS DECISION TOENTER INTO THIS AGREEMENT.

 

Section 4.5             Parties In Interest.  This Agreement shall be binding upon andshall inure to the benefit of each Party and their respective successors andpermitted assigns as provided for herein, and by their signatures hereto, andeach Party intends to and does hereby become bound.  Nothing expressed or mentioned in this Agreement is intended orshall be construed to give any Person other than the Parties hereto and theirrespective successors and assigns any legal or equitable right, remedy or claimunder or in or in respect of this Agreement or any provision herein contained.

 

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Section 4.6             Severability of Provisions.  In case any one or more of the provisionscontained in this Agreement should be invalid, illegal or unenforceable in anyrespect, the validity, legality and enforceability of the remaining provisionscontained herein shall not in any way be affected or impaired thereby.

 

Section 4.7             Plural; Singular.  When used herein, the singular of each termincludes the plural and the plural of each term includes the singular.

 

Section 4.8             Counterparts.  This Agreement may be executed in any numberof counterparts all of which taken together shall constitute one agreement andany Party hereto may execute this Agreement by signing any such counterpart.

 

Section 4.9             Descriptive Headings.  The descriptive headings of the severalsections of this Agreement are inserted for convenience only and do notconstitute a part of this Agreement.

 

Section 4.10           Future Assurances.  Each Party shall execute and deliver allsuch future instruments and take such other and further action as may bereasonably necessary or appropriate to carry out the provisions of thisAgreement and the intention of the Parties as expressed herein.

 

Section 4.11           Termination.  This Agreement shall be immediatelyterminated upon any of the following: (i) the unanimous written consent to the termination hereof by theParties hereto, (ii) the dissolution, bankruptcy or receivership of theCompany, or (iii) at such time as only one (1) Investor remains a Partyhereto.  This Agreement shall beimmediately terminated in all respects as to any Investor that transfers 95% ormore of its Capital Stock to any Person that is not an Affiliate of suchInvestor.

 

Section 4.12           Amendment and Restatement.  This Agreement hereby restates, amends andsupersedes the January 2003 Agreement.

 

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IN WITNESS WHEREOF, the Parties have caused thisAgreement to be duly signed as of the date first above written.

 

 
| XM SATELLITE RADIO  HOLDINGS INC.          |                          |
|--------------------------------------------|-------------------------------|
|                                       |                          |
|                                       |                          |
| By:                                        |  /s/ Joseph M. Titlebaum |   |   |
| Name: Joseph M.  Titlebaum                 |                          |
| Title: EVP, General  Counsel and Secretary |                          |
|                                            |                               |  |  |

 

*Agreementto Elect Directors Signature Page*

 

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| CLEAR CHANNEL  INVESTMENTS, INC.  |                   |
|-----------------------------------|------------------------|
|                              |                   |
|                              |                   |
| By:                               |  /s/ Randall Mays |   |   |
| Name: Randall Mays                |                   |
| Title:  Executive VP and CFO |                   |
|                                   |                        |  |  |

 

*DirectorDesignation Agreement Signature Page*

 

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| HUGHES ELECTRONICS  CORPORATION                       |                       |
|-------------------------------------------------------|----------------------------|
|                                                  |                       |
|                                                  |                       |
| By:                                                   |  /s/ Patrick T. Doyle |   |   |
| Name: Patrick T. Doyle                                |                       |
| Title:  Vice President, Treasurer and Controller |                       |
|                                                       |                            |  |  |

 

*DirectorDesignation Agreement Signature Page*

 

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| AMERICAN HONDA MOTOR  CO., INC.       |                        |
|---------------------------------------|-----------------------------|
|                                  |                        |
|                                  |                        |
| By:                                   |  /s/ Thomas G. Elliott |   |   |
| Name: Thomas G. Elliott               |                        |
| Title:  Executive Vice President |                        |
|                                       |                             |  |  |

 

*DirectorDesignation Agreement Signature Page*

 

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| AEA XM INVESTORS I LLC                         | AEA XM INVESTORS II LLC                        |
|------------------------------------------------|------------------------------------------------|
| By AEA XM Investors I  LP, its Sole Member     | By AEA XM Investors II  LP, its Sole Member    |
| By AEA XM Investors  Inc., its General Partner | By AEA XM Investors  Inc., its General Partner |
|                                           |                                           |
|                                           |                                           |
| By:                                            | /s/ Roger C.  Freeman                          |   | By: | /s/ Roger C.  Freeman |   |
| Name: Roger C. Freeman                         | Name: Roger C. Freeman                         |
| Title:  President                         | Title: President                               |
|                                           |                                           |
|                                           |                                           |
| AEA XM INVESTORS IA LLC                        | AEA XM INVESTORS IIA  LLC                      |
| By AEA XM Investors IA  LP, its Sole Member    | By AEA XM Investors IIA  LP, its Sole Member   |
| By AEA XM Investors  Inc., its General Partner | By AEA XM Investors  Inc., its General Partner |
|                                           |                                           |
|                                           |                                           |
| By:                                            | /s/ Roger C.  Freeman                          |   | By: | /s/ Roger C.  Freeman |   |
| Name: Roger C. Freeman                         | Name: Roger C. Freeman                         |
| Title:  President                         | Title: President                               |

 

*DirectorDesignation Agreement Signature Page*

 

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| COLUMBIA XM RADIO  PARTNERS, LLC                                      | COLUMBIA XM SATELLITE  PARTNERS III, LLC                              |
|-----------------------------------------------------------------------|-----------------------------------------------------------------------|
| By Columbia Capital  LLC, its Managing Member                         | By:                                                                   |
|                                                                  |                                                                  |
| By:                                                                   |                                                                  |   | By: |   |   |
| Name:                                                                 | Name:                                                                 |
| Title:                                                           | Title:                                                                |
|                                                                  |                                                                  |
| COLUMBIA CAPITAL EQUITY  PARTNERS III                                 | COLUMBIA CAPITAL EQUITY  PARTNERS II                                  |
| (QP), L.P.,                                                           | (QP), L.P.,                                                           |
| By: Columbia Capital  Equity Partners III, L.P., its  General Partner | By: Columbia Capital  Equity Partners III, L.P., its  General Partner |
|                                                                  |                                                                  |
| By:                                                                   |                                                                  |   | By: |   |   |
| Name:                                                                 | Name:                                                                 |
| Title:                                                           | Title:                                                                |

 

*DirectorDesignation Agreement Signature Page*

 

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| MADISON DEARBORN  CAPITAL PARTNERS III, L.P.                 | MADISON DEARBORN  SPECIAL EQUITY III, L.P.                   |
|--------------------------------------------------------------|--------------------------------------------------------------|
| By Madison Dearborn  Partners III, L.P., its general partner | By Madison Dearborn  Partners III, L.P., its general partner |
| By Madison Dearborn  Partners LLC, its general partner       | By Madison Dearborn  Partners LLC, its general partner       |
|                                                         |                                                         |
|                                                         |                                                         |
| By:                                                          | /s/ James N.  Perry, Jr.                                     |   | By: | /s/ James N.  Perry, Jr. |   |
| Name:                                                        | Name:                                                        |
| Title:                                                  | Title:                                                       |
|                                                         |                                                         |
| SPECIAL ADVISORS FUND  I, LLC                                |                                                         |
| By Madison Dearborn  Partners III, L.P., its manager         |                                                         |
| By Madison Dearborn  Partners LLC, its general partner       |                                                         |
|                                                         |                                                         |
|                                                         |                                                         |
| By:                                                          | /s/ James N.  Perry, Jr.                                     |   |   |
| Name:                                                        |                                                         |
| Title:                                                  |                                                         |

 

*DirectorDesignation Agreement Signature Page*

 

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SCHEDULE I

 

NAMES, ADDRESSES AND FACSIMILE NUMBERS OF PARTIES

 
| The Company:   |   | XM Satellite Radio Holdings Inc.

1500 Eckington Place, N.E.

Washington, DC   20002

Attention:   Joseph M. Titlebaum, Esq. |   | 202-380-4500 |
|----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|
|           |   |                                                                                                                                   |   |         |
| Clear Channel: |   | Clear Channel  Investments, Inc.

200 E. Basse Road

San Antonio, TX  78209

Attention:   Ken Wyker, Esq.                    |   | 210-822-2299 |
|           |   |                                                                                                                                   |   |         |
| AEA XM:        |   | AEA Investors Inc.

65 E. 55th Street

New York, New York 10022

Attention:   General Counsel                                     |   | 212-702-0518 |
|           |   |                                                                                                                                   |   |         |
| Columbia:      |   | Columbia Capital LLC

201 North Union Street, Suite 300

Alexandria, Virginia 22314

Attention:  Mr. James B. Fleming             |   | 703-519-3904 |
|           |   |                                                                                                                                   |   |         |
| Honda:         |   | America Honda Motor Co., Inc.

1919 Torrance Boulevard

Torrance, California 90501-2746

Attention: Shinichi Sakamoto                  |   | 310-783-2210 |
|           |   |                                                                                                                                   |   |         |
|           |   | Honda North America, Inc.

700 Van Ness Avenue

Torrance, California 90501

Attention:  Law Department                            |   | 310-781-4970 |
|           |   |                                                                                                                                   |   |         |
|           |   |                                                                                                                                   |   |         |
| Hughes:        |   | 200 N. Sepulveda  Boulevard

El Segundo, California  90245                                                                             |   | 310-640-1734 |
|           |   |                                                                                                                                   |   |         |
| Madison:       |   | Madison Dearborn Partners, Inc.

Three First National Plaza  Chicago, Illinois 60602

Attention:  Mr. James N. Perry              |   | 312-895-1221 |

 

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