XM SATELLITE RADIO INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>23
<FILENAME>dex109.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<PAGE>

                                                                    Exhibit 10.9

*** Confidential treatment has been granted for certain portions of this
document. The portions of this exhibit marked by brackets ("[ ]") have been
omitted pursuant to the confidential treatment order. The omitted portions have
been filed separately with the Securities and Exchange Commission.***

               SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT

          THIS AGREEMENT, made as of the 28th day of January, 2003, to be
effective as of the Effective Date, is by and among OnStar Corporation
("OnStar"), a Delaware corporation that is a wholly owned subsidiary of General
Motors Corporation, a Delaware corporation ("Distributor"), XM Satellite Radio
Holdings Inc., a Delaware corporation ("Holdings"), and XM Satellite Radio Inc.,
a Delaware corporation ("XM") and a wholly owned subsidiary of Holdings, amends
and restates that certain Amended and Restated Distribution Agreement dated as
of June 3, 2002 by and between Distributor and XM.

                                    RECITALS:

          A.   XM has developed and/or obtained licenses for the technology and
intellectual property rights necessary to provide an S-band Satellite Digital
Audio Radio Service in the Territory pursuant to a license from the FCC.

          B.   Distributor provides high-technology value-added services for
automobile applications, including GPS systems, emergency call systems, and
others.

          C.   XM desires that Distributor include XM Receivers in GM Vehicles.

          D.   Distributor desires to install XM Receivers in GM Vehicles and to
distribute the XM Service exclusively during the Term.

                                   AGREEMENT:

          NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS:

     In addition to the terms defined elsewhere in this Agreement, and unless
the context otherwise requires, the defined terms set forth below and used in
this Agreement shall have the following meanings:

     "Agreement" means this Agreement, including Attachments hereto, which, by
this reference, are incorporated in their entirety herein.

     "Authorized XM Manufacturer(s)" means a manufacturer(s) licensed from time
to time by XM to produce XM Receivers for the OEM vehicle radio market.

<PAGE>

     "Bandwidth Extension Year" means each calendar year ending after the Term
during which Distributor installs a number of XM Receivers in GM Vehicles not
less than the average annual number of XM Receivers installed by Distributor in
GM Vehicles under this Agreement through the end of the preceding calendar year.

     "Base Subscription Service" means the combination of music and talk
channels referred to by XM as the basic subscription package; from the
Commencement Date through the date first listed above, the basic subscription
package has been available for a monthly subscription fee of $9.99.

     "Class A Common Stock" means the Class A common stock, par value $.01 per
share, of Holdings.

     "Commencement Date" means September 25, 2001, the date on which XM
commenced commercial operations and billed the first subscriber to the XM
Service, not including any test periods that preceded the commencement of
commercial operations.

     "Control" (including the correlative terms "controls," "controlled by,"
"controlling" and "under common control with") means the power to direct the
management and policies of an entity, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.

     "Distributor" has the meaning set forth in the preamble of this Agreement.

     "Effective Date" has the meaning set forth in Section 13(m).

     "Enabled GM Vehicle" means a new or used GM Vehicle with an XM Receiver
installed by or for GM, including, without limitation, by authorized GM dealers
through their association with the Service Parts Operations.

     "FCC" means the U.S. Federal Communications Commission (or any successor
agency).

     "GM" means General Motors Corporation, its subsidiaries and affiliates in
which General Motors Corporation has a controlling interest.

     "GM Affiliates" means the entities set forth on Attachment 3 hereto and any
vehicle manufacturers that would be considered an affiliate of GM under the U.S.
Securities Act of 1933, as amended.

     "GM Affiliate Vehicle" means a vehicle manufactured by or for a GM
Affiliate and sold in the Territory under one of the brands of any GM Affiliate.

                                       -2-

<PAGE>

     "GM Vehicle" means a vehicle manufactured by or for GM and sold in the
Territory under one of the GM brands. The term "GM Vehicle" includes GM
Affiliate Vehicles unless expressly indicated to the contrary.

     "GM/XM Subscriber" means a subscriber to the XM Service who subscribes to
receive the XM Service on an Enabled GM Vehicle.

     "Holdings" has the meaning set forth in the preamble of this Agreement.

     "Initial Purchase" means first sale to a non-GM Fleet customer with a
purchase date equal to consumer delivery date, (i.e. Avis is considered a non-GM
Fleet).

     "Installation Commission" has the meaning set forth in Section 4(b).

     "Model Year" means the twelve (12) month period traditionally designated
from July 1 of the prior year to June 30 of the designated year.

     "New Enabled GM Vehicle" means all GM Vehicles (other than GM Affiliate
Vehicles) with an XM Receiver installed by or for GM, including, without
limitation, by authorized GM dealers through their authorized association with
the Service Parts Operations, which have not had an owner other than the
manufacturer and/or a dealer, including, but not limited to, GM Fleet company
owned vehicles.

     "Note Purchase Agreement" means that certain Note Purchase Agreement, dated
as of December 21, 2002, by and among Holdings, XM and OnStar.

     "OEM Commencement Date" means the later of (x) the Commencement Date, or
(y) provided that Distributor has fulfilled its obligations of timely XM
Receiver ordering and issuance of specifications under Section 2(b), the date
six (6) months following the date on which an Authorized XM Manufacturer
initially delivers a Validated XM Receiver to Distributor.

     "Party (ies)" means Holdings, XM and/or Distributor as the context
requires.

     "Purchase" means the purchase or lease of a new Enabled GM Vehicle.

     "Purchaser(s)" means the individual(s) or entity(ies) purchasing or leasing
an Enabled GM Vehicle.

     "Regulatory Force Majeure Event" means any action taken by the FCC to
require receivers capable of receiving the transmission signal of the XM Service
to be interoperable with receivers capable of receiving the transmission signal
of Sirius Satellite Radio Inc. (or any successor thereto) such that it shall
become impermissible

                                       -3-

<PAGE>

for Distributor to install XM Receivers that are exclusively able to receive the
signal of the XM Service.

     "SDARS" means S-Band Satellite Digital Audio Radio Service.

     "Stock Fair Market Value" means the average, calculated to two decimal
places, of the weighted average daily trading prices of the Class A Common Stock
over the ten business day period ending on the business day prior to calculation
thereof as reported on Bloomberg. If at any time the Class A Common Stock is not
listed on any national securities exchange or quoted on the Nasdaq Stock Market
or the over-the-counter market, the Stock Fair Market Value shall be the fair
value thereof as determined by the board of directors of Holdings in good faith.

     "Subscriber Bounty" has the meaning set forth in Section 4(c).

     "Term" has the meaning set forth in Section 3(a).

     "Territory" means the continental United States (and Alaska and Hawaii,
when and if the XM Service is transmitted by XM to such States) and the District
of Columbia.

     "Trigger Date" means November 12, 2001.

     "Used Enabled Vehicle" means a vehicle that has had an owner other than the
manufacturer and/or a dealer, in which an XM receiver is installed by an
authorized GM dealer utilizing parts supplied through the GM Service Parts
Operations. (Vehicles are not limited to GM brands).

     "Validated XM Receiver" means an XM Receiver that conforms to Distributor's
manufacturing specifications.

     "XM" has the meaning set forth in the preamble of this Agreement.

     "XM Receivers" means receivers that are capable of receiving the XM Service
and that are manufactured by Authorized XM Manufacturers and produced for the
OEM vehicle radio market.

     "XM Service" means the service provided using the XM System.

     "XM System" means XM's SDARS transmission system including associated
terrestrial transmissions.

                                       -4-

<PAGE>

2. EXCLUSIVITY OBLIGATIONS:

     (a) During the Term, Distributor agrees on behalf of itself and GM (i) to
install and market XM Receivers in certain GM Vehicles, and (ii) to distribute
the XM Service to the exclusion of any other SDARS. In addition, Distributor
agrees that during the Term neither Distributor nor GM will install any radios
or receivers in GM Vehicles capable of receiving Sirius Satellite Radio signals
as the only SDARS service.

     (b) XM agrees that, during the nine (9)-month period commencing July 1,
2001, XM shall only activate for commercial sale XM Receivers in Enabled GM
Vehicles to the exclusion of any other vehicle manufacturers (the "Exclusive
Period"); provided, however, that if the OEM Commencement Date is delayed such
that XM Receivers cannot be installed in GM Vehicles prior to January 1, 2002,
then the Exclusive Period shall commence on the later of (i) July 1, 2002, or
(ii) the OEM Commencement Date (the later of the dates referred to in clauses
(i) and (ii) hereinafter the "Exclusive Period Start Date") and shall expire six
(6) months from the Exclusive Period Start Date unless Distributor, at its
option, elects to shorten or eliminate the Exclusive Period. However, if, as of
July 1, 2002 (or as of any six (6)-month anniversary of such date thereafter),
Distributor, in its reasonable discretion, determines that the Commencement Date
will be delayed by six (6) months beyond such date and there is, at such time, a
mobile SDARS provider in the Territory commercially distributing a SDARS in the
OEM market, then Distributor, at its option, may be relieved from its
exclusivity obligations in Section 2(a). Distributor agrees that except for
delays caused by the actions or inaction of XM, Distributor shall order XM
Receivers (and issue required manufacturing specifications to the Authorized XM
Manufacturer(s)) sufficiently in advance for Distributor to receive, absent bona
fide delays caused by Authorized XM Manufacturer(s), Validated XM Receivers no
later than January 1, 2001.

     (c) XM shall have a non-exclusive right to arrange for the installation of
XM Receivers included in OnStar systems in non-GM Vehicles sold for use in the
Territory. The Parties shall mutually agree on the compensation to be paid to XM
for arranging the sale of such OnStar systems (excluding the XM Service).

3. TERM:

     (a) Unless earlier terminated pursuant to the terms of this Agreement, the
"Term" of this Agreement shall commence as of the date hereof and shall expire
twelve (12) years from the Commencement Date.

     (b) Notwithstanding anything in this Agreement to the contrary, upon the
occurrence of certain events, one or both Parties shall have the rights set
forth below to trigger a renegotiation of certain terms of, or be excused from
certain obligations under, this Agreement as follows:

                                       -5-

<PAGE>

          (i)   Distributor-Triggered Renegotiation. Distributor shall be
                relieved from its exclusivity obligations set forth in Section
                2(a) if four (4) years following the Commencement Date, or if
                across any successive two (2)-year period during the Term
                thereafter, XM's share of mobile aftermarket SDARS subscribers
                is less than forty percent (40%) assuming only two (2) mobile
                aftermarket SDARS providers and less than thirty-three percent
                (33%) assuming that there are three (3) mobile aftermarket SDARS
                providers. XM's share of mobile aftermarket SDARS subscribers
                shall be based on a mutually agreed upon source, such as the 10Q
                and 10k filings of XM and Sirius, and shall be based on the most
                recent figures available at the time of measurement.

          (ii)  Installation-Triggered Renegotiation. XM may initially trigger a
                renegotiation of this Agreement four (4) years following the
                Trigger Date if the number of Enabled GM Vehicles by that time
                is less than 1.24 million units and every two (2) years during
                the Term thereafter, if the number of Enabled GM Vehicles during
                the prior two (2) years is inconsistent with the OEM market
                demand for SDARS radios. Evidence of consistency with OEM market
                demand shall be based upon the concept that GM SDARS radio
                penetration in new GM Vehicles (expressed as a percent of new GM
                Vehicles produced for the U.S. market in a given Model Year or
                across a measurement period) is consistent with SDARS radio
                penetration in new vehicles from the balance of non-GM OEMs
                (expressed as a percent of non-GM new vehicles produced for the
                U.S. market in a given Model Year or across a measurement
                period). However, if XM's share of the mobile SDARS aftermarket
                is below [   ] percent ([  %]) across the applicable two
                (2)-year period, then the percent install target in new GM
                Vehicles shall be adjusted proportionately in accordance with
                the following table:

                ----------------------------------------------------------
                                             Multiplier (times install
                                            target % of new GM Vehicles
                    XM Share of Mobile        across the measurement
                     SDARS aftermarket                period)
                ----------------------------------------------------------
                             [   ]                    [   ]
                ----------------------------------------------------------
                             [   ]                    [   ]
                ----------------------------------------------------------
                             [   ]                    [   ]
                ----------------------------------------------------------
                             [   ]                    [   ]
                ----------------------------------------------------------
                             [   ]                    [   ]
                ----------------------------------------------------------

          (iii) For example, if [   ] ([ ]%) of non-GM OEM vehicles were
                installed with satellite capable radios in a given Model Year
                and XM's share of the mobile SDARS aftermarket were [   ]
                percent ([ ]%), then Distributor, for purposes of determining
                consistency with OEM

                                       -6-

<PAGE>

                market demand, would need to install ([      ]%), or [     ]
                percent ([  ]%), of GM Vehicles with XM Receivers. For purposes
                of this clause (ii), Distributor's new GM Vehicle install
                requirement shall be deemed to be satisfied if Distributor
                installs the lesser of (A) the number of Enabled GM Vehicles
                required by this clause (ii), or (B) 600,000 XM Receivers per
                year for each of the two (2) years in the measurement period.

          (iv)  Automatic Renegotiation.

          (A)   Upon the occurrence of a Regulatory Force Majeure Event, XM and
          Distributor agree to renegotiate mutually acceptable terms in light of
          the changed landscape arising from such Regulatory Force Majeure
          Event.

          (B)   XM may trigger a renegotiation of the terms of this Agreement at
          any time during the term if Distributor elects to install
          interoperable radios (i.e., radios capable of receiving both the XM
          Service and the Sirius Satellite Radio service, or other SDARS
          signals) in the absence of any regulatory requirement.

     (c) Upon at least thirty (30) days' prior notice either Party shall have
the right to terminate this Agreement if the other Party has breached any of its
material obligations under this Agreement; provided, however, that if such
breach is of the type that is curable, then termination shall not be effective,
and the notifying Party shall not exercise any of its other rights at law or in
equity, unless the notified Party has failed to cure such material breach fully
and to demonstrate to the notifying Party that such material breach has been
cured within the thirty (30)-day period following the notice described in this
Section 3(c).

     (d) If the FCC revokes XM's SDARS license as a result of the action(s) or
inaction(s) of XM, then Distributor, at its option, shall have the right to
declare XM in material breach of this Agreement, and such revocation shall not
constitute a force majeure event under Section 10.

4. PAYMENTS TO DISTRIBUTOR:

     (a) Guaranteed Payments. In consideration of Distributor installing
quantities of XM Receivers in GM Vehicles consistent with the market demand
throughout the Term and distributing (unless Distributor is otherwise expressly
excused from its exclusivity obligations in Section 2(a)) only the XM Service
during the Term, for each of the calendar years set forth in the following table
that this Agreement is in effect, XM agrees to pay to Distributor the amount set
forth opposite each pertinent calendar year:

                                       -7-

<PAGE>

      ------------------------------------------------------------------
                                                Amount Payable
               Calendar Year:*                 (in thousands):
      ------------------------------------------------------------------
                     2001                         [        ]
      ------------------------------------------------------------------
                     2002                         [        ]
      ------------------------------------------------------------------
                     2003                         [        ]
      ------------------------------------------------------------------
                     2004                         [        ]
      ------------------------------------------------------------------
                     2005                         $   33,533
      ------------------------------------------------------------------
                     2006                         [        ]
      ------------------------------------------------------------------
                     2007                         [        ]
      ------------------------------------------------------------------
                     2008                         [        ]
      ------------------------------------------------------------------
                     2009                         $  132,889
      ------------------------------------------------------------------

* If Distributor is unable (for reasons not attributable to XM's delay in
launching services) to install XM Receivers beginning with Model Year 2002, then
the payments set forth in the table above shall be delayed and shall commence in
the calendar quarter immediately following the calendar quarter in which
Distributor first installs reasonable quantities of XM Receivers in GM Vehicles.

In the event that this Agreement is terminated other than on the last day of a
calendar year, then the payment set forth in the table above for such calendar
year shall be prorated to reflect the number of days during such calendar year
that this Agreement was in effect. The payments set forth in the table above
with respect to 2001 and 2002 shall be due and payable in two equal installments
during the 2002 calendar year on or before September 30 and December 31, 2002.
Subsequent calendar year payments, shall be due and payable in four equal
installments on or before March 31, June 30, September 30 and December 31 of the
pertinent calendar year. In lieu of making the guaranteed payments for each of
the 2003, 2004, 2005 and 2006 calendar years, XM has entered into that certain
Note Purchase Agreement, dated as of December 21, 2002, by and between XM and
General Motors Corporation, and at the closing thereunder will issue to General
Motors Corporation a senior secured exchangeable note in the amount of
$89,042,387 (the "Note").

     (b) Installation Commission. During the Term, XM agrees to pay Distributor
an Installation commission as set forth below (the "Installation Commission").
Distributor shall invoice XM (on a mutually agreed upon form) at the end of each
calendar month for Installation Commissions earned during such month

         (i)   "New Enabled GM Vehicle", XM agrees to pay Distributor a
         commission of [   ] dollars ($[  ]) for each New Enabled GM Vehicle.
         Each invoice shall include the Vehicle Identification Number ("VIN")
         of each GM Vehicle for which an Installation Commission is payable,
         the XM Receiver identification number for each such GM Vehicle and any
         other information reasonably necessary to compute the Installation
         Commission.

         (ii)  The invoice shall be due and payable within thirty (30) days
         following receipt by XM. Distributor shall not invoice XM for an

                                       -8-

<PAGE>

         Installation Commission covered in section (i) before the Vehicle Ship
         Date.

     (c) Subscriber Bounty. In addition to the Installation Commission and
subject to the following sentence, XM agrees, during the Term, to pay
Distributor a [                ] commission (the "Subscriber Bounty") for each
GM/XM Subscriber (excluding subscriptions to the XM Services in GM Affiliate
Vehicles) who Purchases a "New Enabled GM Vehicle". The subscriber must
subscribe to the XM Service within twelve (12) months of the initial Purchase
(consumer delivery date) of such an Enabled GM Vehicle (a "Qualifying GM/XM
Subscriber"). If a Qualifying GM/XM Subscriber for whom a Subscriber Bounty is
payable fails to pay XM at least [                 ] for receipt of the Base
Subscription Service, then XM shall have the right to credit the difference
between the Subscriber Bounty paid and the amount actually received by XM on
account of such GM/XM Subscriber to future Subscriber Bounty payments. The
Subscriber Bounty shall be paid in two (2) equal installments (Activation and
Loyalty), the first (Activation) of which shall be due and payable no later than
thirty (30) days following the end of the calendar month during which a
Qualifying GM/XM Subscriber initially subscribes to the XM Service. The second
(Loyalty) of which shall be due and payable no later than thirty (30) days
following the end of the calendar month during which such Qualifying GM/XM
Subscriber makes his initial three (3)-month subscriber payment for receipt of
the XM Service. In no event shall the Subscriber Bounty be payable more than one
time with respect to any one XM Receiver. Notwithstanding the foregoing, from
and after January 1, 2003, XM may satisfy its obligation to make cumulative
Subscriber Bounty payments of up to $35,000,000, at its option, by delivery of
shares of Class A Common Stock. If XM elects to make a Subscriber Bounty payment
in shares of Class A Common Stock, such shares of Class A Common Stock shall be
valued at the Stock Fair Market Value as of the last business day of the
calendar month during which such Subscriber Bounty payment is triggered.

     (d) Revenue Share. During the Term, Distributor shall receive a percentage
of the revenue received by XM from GM/XM Subscribers (excluding subscriptions to
the XM Services in GM Affiliate Vehicles) for the Base Subscription Service (the
"Revenue Share"). The percentage shall depend on the number of Enabled GM
Vehicles (including GM Affiliate Vehicles) at the time such revenue is received
as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
  If Number of Enabled GM Vehicles is:   Then Distributor's Revenue Share shall be:
--------------------------------------------------------------------------------------
         <S>                                                <C>
              [ ]                                           [ ]
--------------------------------------------------------------------------------------
              [ ]                                           [ ]
--------------------------------------------------------------------------------------
              [ ]                                           [ ]
--------------------------------------------------------------------------------------
              [ ]                                           [ ]
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              [ ]                                           [ ]
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</TABLE>

     The Revenue Share percentages set forth in the table above shall apply to a
Base Subscription Service price between $[  ] and $9.95 per month. If, in
response

                                       -9-

<PAGE>

to competitive pressures, the Base Subscription Service price falls below $[  ]
per month, then the Parties shall negotiate in good faith to modify the Revenue
Share in an equitable manner to reflect the realities of the market. If XM
fundamentally changes its business model (e.g., employs a more aggressive
advertising model), and, as a result of such change, the Base Subscription
Service price falls below $[  ] per month, then the Revenue Share payable to
Distributor shall be determined as if the Base Subscription Service price were
$9.95 per month. Likewise, if the Base Subscription Service price is more than
$9.95 per month, then the Revenue Share shall be determined as if the Base
Subscription Service price were $9.95 per month.

     The Revenue Share shall be due and payable no later than thirty (30) days
after the end of each calendar month during the Term based upon subscriber
revenues collected during such month; provided, however, that from and after
January 1, 2003, XM may make Revenue Share payments of up to an aggregate amount
of $50,000,000 through periodic draws pursuant to the terms of that certain
Senior Secured Credit Facility, dated as of January 28, 2003, by and between XM
and GM. In the event that the applicable Revenue Share percentage changes in
the middle of a calendar month, XM shall make payments to GM using the Revenue
Share percentage previously in effect, and, promptly after making such payment,
XM and GM shall cooperatively analyze the applicable data and, as appropriate,
XM shall make a follow-up adjusting payment to GM reflecting the Revenue Share
percentage then in effect in accordance with this Section 4(d).

     (e) Revenue Share (or other Compensation) for GM Affiliate Vehicles.
Revenue share, if any, (or other compensation, if any) payable with respect to
subscribers to the XM Service in GM Affiliate Vehicles that are enabled to
receive the XM Service shall be as may be agreed from time to time by XM and the
applicable GM Affiliate.

5. ADVERTISING AND PROMOTIONAL COMPONENTS:

     (a) Advertising Availability. During each of the calendar years set forth
in the table below that this Agreement is in effect, XM agrees to make available
to Distributor a number of advertising spots (the "Spots") on XM channels
comprising the XM Service representing the following dollar amounts (expressed
in thousands):

Spot dollars are to be re-distributed between calendar years in the event both
parties, XM and the Distributor, mutually agree on the revised allocation. In
the event that spot dollars are re-distributed, formal documentation of the
mutual decision is required including, but not limited to, the dollar value
re-distributed.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Year:            2001       2002         2003       2004        2005        2006        2007        2008       2009
----------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>         <C>        <C>        <C>         <C>         <C>         <C>        <C>
Dollar
Value:           [  ]       [   ]       [   ]      [     ]    [     ]     [     ]     [     ]     [     ]    [     ]
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -10-

<PAGE>

------------------------------------------------
Year:             2010       2011        2012
------------------------------------------------
Dollar
Value:          [     ]    [     ]     [     ]
------------------------------------------------

     (b) The Spots shall only be used by Distributor to advertise and promote GM
products and services. Except as set forth above, if Distributor does not use
all of the Spots made available to Distributor during any calendar year,
Distributor may not carry such unused Spots forward into any subsequent calendar
year during the Term. Distributor, at its expense, shall create, produce and
deliver the Spots to the location(s) specified by XM. The Spots shall not be
adverse to, or competitive with, XM's business(es) or require XM to make any
payments to a third party or obtain any consents to insert the Spots on the XM
Service. Distributor will indemnify the XM Indemnitees as provided herein in
connection with Distributor's use of the Spots (including, without limitation,
the content thereof), and the Spots cannot be resold by Distributor to a third
party. The dollar value of the Spots will be priced based on the then-current
CPM rate sheets. Placement of the Spots shall be mutually agreed upon by the
Parties.

     (c) Market Support Funds. XM agrees that for each calendar year during the
period commencing January 1, 2001, and ending December 31, 2009, XM shall
allocate $ [  ] per year, and during the period commencing January 1, 2010 and
ending December 31, 2012, XM shall allocate $ [  ] per year, of its annual
advertising budget to Distributor to be placed through a mutually agreed agency,
provided that such support funds pertain to the XM Service and are consistent
with XM's positioning and branding of the XM Service. The annual budget will be
utilized for, but is not limited to, mutually agreed upon advertising
opportunities, dealer promotions, on-site activities, training, and vehicle
literature. Before initiating agency work, both parties will mutually agree to
the initiative(s) and term(s).

          (i)    Market Support dollars are to be re-distributed between
               calendar years in the event both parties, XM and the Distributor,
               mutually agree on the revised allocation. In the event that
               Market Support funds are re-distributed, formal documentation of
               the mutual decision is required including, but not limited to,
               the dollar value re-distributed.

          (ii)   Distributor agrees to monthly reporting of the XM value
               realized through GM brand and field activities. XM agrees to
               monthly reporting of GM Market Support fund activities, monies
               spent, committed and forecast.

     (d) Initial Free Service. Distributor shall use reasonable efforts to have
all GM Vehicle Purchasers of Enabled GM Vehicles subscribe to the XM Service. As
an incentive to increase subscriptions to the XM Service by Purchasers of new
Enabled GM Vehicles, Distributor is authorized to offer Purchasers of new
Enabled GM

                                      -11-

<PAGE>

Vehicles (excluding GM Affiliate Vehicles) up to [       ] months of free trial
service to the Base Subscription Service. If Distributor elects to offer a free
trial service to Purchasers of new GM Vehicles, then, within a reasonable period
of time following receipt of the report described in Section 7(a), XM will
activate the XM Receiver in the new GM Vehicles identified in such report.

     (e) XM and Distributor shall mutually agree on the implementation of a
marketing plan to attract additional subscribers to the XM Service by targeting
Purchasers of Enabled GM Vehicles (excluding GM Affiliate Vehicles) who have not
subscribed to the XM Service. XM agrees to pay Distributor a Revenue Share for
subscribers who initially subscribe to the XM Service after twelve (12) months
from the initial Purchase of an Enabled GM Vehicle; in consideration therefor,
Distributor agrees to pay a portion of the marketing costs associated with
targeting such subscribers, with such portion to be equal to the then-applicable
Revenue Share percentage.

6. BANDWIDTH USAGE; STUDIO ACCESS; AUDIO CONTENT:

     (a) During the Term and for each Bandwidth Extension Year, XM agrees to
allocate for use by Distributor [                     ] of the bandwidth on the
XM System for audio and/or data transmissions by Distributor to GM/XM
Subscribers. Use of such bandwidth shall be subject to compliance with
applicable law, including without limitation, rules and regulations of the FCC
("FCC Rules"). If requested by Distributor and permitted under applicable law,
including, without limitation, FCC Rules, XM will make this bandwidth available
for transmissions by Distributor to all owners of Enabled GM Vehicles regardless
of whether they are GM/XM Subscribers. In such event, Distributor shall provide
XM with all information reasonably necessary to activate and/or to deactivate
the XM Receivers by Distributor's customers that are not GM/XM Subscribers.

     (b) Distributor agrees to give XM at least ninety (90) days' prior notice
of its intent to utilize the bandwidth allocated to Distributor hereunder. Such
notice shall set forth the amount of bandwidth to be utilized as well as the
proposed use of such bandwidth. Until actually utilized by Distributor, XM shall
be entitled to use the bandwidth allocated to Distributor hereunder.

     (c) To the extent Distributor elects to utilize any or all of the bandwidth
allocated to it hereunder, Distributor, at its expense, shall deliver to a
location in the Territory designated by XM a complete audio signal and/or data
transmission, as the case may be, by transmitting such signal and/or data via a
mutually acceptable means and in a form that will not require XM to modify the
signal and/or data in order to receive or to transmit such signal and/or data
over the XM System. XM, at its expense, shall furnish all other facilities
necessary for the receipt of Distributor's transmission and for the
retransmission of such signals and/or data to subscribers authorized to receive
such signals and/or data.

                                      -12-

<PAGE>

     (d) Distributor agrees that the technical quality of each audio signal
and/or data transmission transmitted by Distributor to XM shall be at least
equal to the technical quality of the audio signals and/or data transmissions
delivered to XM by any third party distributor of audio services and/or data
transmissions, respectively.

     (e) Distributor shall not use the bandwidth allocated to it hereunder to
create or transmit music or entertainment radio services that compete with, or
otherwise use such bandwidth in a manner that could reasonably be expected to
adversely interfere with, the XM business(es). XM shall not use the remainder of
the bandwidth to create a service targeting new GM Vehicle Purchasers that
packages together the essential features of the current OnStar features as
described in Attachment 1 attached hereto.

     (f) Without limiting the provisions of Section 9(c), Distributor shall
indemnify and hold harmless the XM Indemnitees from and against any and all
Costs arising out of Distributor's use of such bandwidth, including, without
limitation, the content of any of Distributor's transmissions via such bandwidth
or the sale or marketing of any products or services via such bandwidth.

     (g) During the Term, XM shall provide to Distributor reasonable access to
and exclusive use of a radio programming studio (the actual studio used may
vary) in XM's radio programming studio facilities for up to 100 hours during any
calendar month, and up to an aggregate of 500 hours during any calendar year, at
no cost to Distributor. Distributor shall make any request for access at least
30 days prior to the date it wishes to have access to and use of a radio
programming studio in XM's radio programming studio facilities; provided that
such notice has been given, XM shall not unreasonably deny timely access. XM
shall not be responsible for providing staffing or production support to
Distributor in connection with Distributor's use of any XM radio programming
studio.

     (h) During the Term, XM will make available to Distributor, for
prepackaging and distribution on Distributor's "Virtual Advisor," at no cost to
Distributor (except as provided in the last sentence of this paragraph), XM
audio content. XM and Distributor shall jointly agree on the specific content to
be repackaged for distribution. Such audio content shall not be made available
by XM to any telematics competitor of Distributor. The repackaged programming
shall not exceed 5 minutes per day in any one category of content. It shall be
branded on-air as XM content and include promotions of the XM Service and
referrals to the XM Service for similar content. Distributor shall promote
availability of XM Service programming in marketing communications associated
with any distribution of such audio content. XM and Distributor shall work
cooperatively to identify information or content that each can make available to
the other on reasonable terms and conditions. Distributor will bear the cost of
repackaging and transmitting such audio content from XM's facilities to
Distributor's facilities.

                                      -13-

<PAGE>

7. CUSTOMER RELATIONSHIP:

     (a) Upon the Purchase of an Enabled GM Vehicle, Distributor shall provide
XM with a monthly report (the format and content of which shall be mutually
agreed upon) that, at a minimum, shall include the following information with
respect to each Enabled GM Vehicle (excluding GM Affiliate Vehicles, unless the
parties otherwise agree) sold during such month: (i) the make, model and VIN of
such Enabled GM Vehicle, (ii) the XM Receiver identification number of the XM
Receiver installed in such Enabled GM Vehicle, and (iii) the name and address of
the Purchaser, and, to the extent available and permitted by applicable law, the
telephone number and email address of such Purchaser.

     (b) [ ] shall be prepared to handle calls for customer care as it pertains
to the XM Service for GM/XM Subscribers who are also OnStar customers; provided,
however, that [                                              ]; it being
understood, however, that such reimbursable costs shall not include fixed costs,
including, without limitation, overhead.

     (c) Distributor agrees that in connection with customer calls relating to
the XM Service, its customer service representatives shall handle customer
requests, questions and complaints promptly and professionally and with the same
level of care with which such representatives handle customer requests,
questions and complaints regarding the OnStar service.

     (d) [ ], at its expense, shall be responsible for the billing of the XM
Service purchased by GM/XM Subscribers.

8. INSTALLATION; TECHNICAL SPECIFICATIONS; TRADEMARKS:

     (a) To assist XM with its business planning, Distributor agrees to meet
with representatives from XM on at least a quarterly basis to discuss its
projections for installations of XM Receivers in new GM Vehicles over the
following twelve (12) months, including (i) Distributor's forecast as to the
number of XM Receivers it plans to install in new GM Vehicles over the following
twelve (12) months, (ii) the makes and models in which Distributor is installing
or proposing to install XM Receivers, and (iii) the types of packages in which
the XM Service may be included. XM acknowledges that nothing contained in this
Agreement shall be construed as obligating Distributor to fulfill any of the
projections or plans discussed with XM at such meetings, provided that the
provisions of Section 3(b)(ii) shall continue to apply. In addition, from June
1, 1999 through May 30, 2000, XM will provide Distributor monthly reports and
hold quarterly meetings to inform Distributor fully about XM's progress toward
the Commencement Date. From June 1, 2000 through June 30, 2001, XM and
Distributor shall hold monthly meetings and include any suppliers,

                                      -14-

<PAGE>

marketing representatives or other necessary parties to facilitate the timely
commencement of XM's commercial operations.

     (b) Distributor and XM shall meet on a quarterly basis to review the
installation rates of XM Receivers in GM Vehicles, the manner in which XM
Receivers are packaged with various GM vehicles and the percentage of purchasers
of such Enabled GM Vehicles who become GM/XM Subscribers. In the event that
fewer than 70% of the purchasers of Enabled GM Vehicles over any six-month
period become GM/XM Subscribers in connection with the purchase of such Enabled
GM Vehicles, then (i) Distributor may, in its sole discretion, redirect the
moneys payable by XM to Distributor hereunder to advertising and/or marketing
efforts intended to increase the percentage of such purchasers of Enabled GM
Vehicles who become GM/XM Subscribers, and (ii) XM and Distributor shall meet to
review installation forecasts and marketing plans relating to XM Receivers and
the XM System, with the purpose of making adjustments intended to increase the
percentage of such purchasers of Enabled GM Vehicles who become GM/XM
Subscribers.

     (c) Distributor shall purchase XM Receivers for installation only from
Authorized XM Manufacturers that meet the reasonable requirements of GM's
Worldwide Purchasing Organization. Installation of the XM Receivers shall be in
accordance with reasonable requirements and quality assurances provided by the
Authorized XM Manufacturers or XM, including, without limitation, positioning of
the antenna and antenna shape; provided, however, that such requirements and
assurances meet the manufacturing requirements of Distributor.

     (d) Distributor acknowledges that XM does not manufacture the XM Receivers
and cannot guarantee availability or delivery thereof on any specific date. In
addition, Distributor acknowledges that XM shall have no liability for any use,
property, ad valorem, value added, stamp or other taxes, charges or withholdings
arising out of the XM Receivers or the delivery thereof by Authorized XM
Manufacturers to Distributor.

     (e) The technical specifications for the XM Receivers will be determined by
XM in conjunction with the Authorized XM Manufacturers; provided, however, that
XM agrees that its internal technology group will work with Distributor and the
Authorized XM Manufacturers of Distributor's choice to consult in the
development and testing of XM capable OEM radio/communications systems for GM
Vehicles.

     (f) XM and Distributor acknowledge and represent that each party owns
certain names, trademarks, service marks, copyrights and other intellectual
property, and owns or has obtained certain rights in and to the trademarks,
tradenames, copyrights, rights to publicity and other such rights of third
parties ("Marks"). It is understood that in promoting XM, XM and Distributor may
make various references to and may display the Marks of XM and Distributor. Each
party hereto grants to the other a nonexclusive, nontransferable license to use
its Marks during the term of this

                                      -15-

<PAGE>

Agreement and subject to the terms and conditions hereinafter set forth, solely
in connection with advertising and promoting XM and the joint activities of
Distributor and XM.

     XM and Distributor must agree in writing as to the form and content of any
promotional or advertising materials and the media in which such materials are
to be used prior to their use, which approval the parties shall not unreasonably
withhold; and such use may be subject to such reasonable conditions as either
party may impose, including, but not limited to, restrictions and requirements
concerning the use of Marks and conditions affording each party adequate
protection of its Marks. Upon termination or expiration of this Agreement, both
parties shall cease all use of the Marks of the other party as soon as
practicable, but in any event within thirty (30) days unless the particular
media which has been approved requires a longer lead time, but in no event
longer than ninety (90) days.

     Neither party will impugn, challenge or assist in any challenge to the
validity of the other party's Marks, any registrations thereof, or the ownership
thereof. Each party will be solely responsible for taking such actions as it
deems appropriate to obtain trademark, service mark or copyright registration
for its respective Marks. All uses of or references to the Marks shall inure to
the benefit of the respective owner, and all rights with respect to the Marks
not specifically granted in this Agreement shall be and are hereby reserved to
the respective owner.

     Neither party is granted any right or license under this Agreement to sell,
or otherwise distribute for sale, any of the promotional or advertising
materials, or items related thereto. If a party desires to sell, or distribute
for sale, any of such materials or other merchandising or novelty items bearing
the names, trademarks, copyrights or other intellectual property of the other
party, then it shall request permission to do so from the other party, and if
granted, the parties shall negotiate in good faith a separate licensing
agreement covering such materials or items before they may be sold or
distributed for sale.

9. WARRANTIES AND INDEMNITIES:

     (a) Each Party represents and warrants to the other that (i) it is duly
organized, validly existing and in good standing under the laws of the state
under which it is organized, (ii) it has the power and authority to enter into
this Agreement and to perform fully its obligations hereunder; (iii) it is under
no contractual or other legal obligation that shall in any way interfere with
its full, prompt and complete performance hereunder; (iv) the individual
executing this Agreement on its behalf has the authority to do so; and (v) the
obligations created by this Agreement, insofar as they purport to be binding on
it, constitute legal, valid and binding obligations enforceable in accordance
with their terms.

                                      -16-

<PAGE>

     (b) XM IS NOT THE MANUFACTURER OF THE XM RECEIVERS AND XM MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS OF ANY OF THE XM RECEIVERS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER
WARRANTY REGARDING THE DESIGN, CONDITION, CAPABILITY OR PERFORMANCE OF THE XM
RECEIVERS, AND XM HEREBY DISCLAIMS THE SAME. XM shall not be responsible for any
loss or damage resulting from any defect of or in the XM Receivers, latent or
otherwise, or resulting from any failure of the XM Receivers to operate or
faulty operation of the XM Receivers, nor for any direct, indirect,
consequential, incidental or other similar damage (including lost profits)
resulting from the transportation, installation, service, operation or use of
the XM Receivers, and shall not be responsible for any such loss or damage
resulting from the maintenance or repair of the XM Receivers. Rather, warranty
claims relating to XM Receivers installed in GM Vehicles shall be handled by the
Authorized XM Manufacturers, in accordance with Distributor's standard practices
with suppliers. In addition, XM shall not be responsible for any breach of any
Authorized XM Manufacturer's warranties, indemnities or supply agreements, and
no breach thereof shall affect the limitation on liabilities, rights and
obligations of the Parties set forth in this Agreement.

     (c) XM and Distributor shall each indemnify, defend and forever hold
harmless the other, the other's affiliated companies and each of the other's
(and the other's affiliated companies') respective present and former officers,
shareholders, directors, employees, partners and agents ("Distributor
Indemnitees" and "XM Indemnitees," respectively), against and from any and all
losses, liabilities, claims, costs, damages and expenses, including, without
limitation, fines, forfeitures, attorneys' fees, disbursements and court or
administrative costs (collectively, "Costs"), arising out of any breach of any
term of this Agreement or any warranty, covenant or representation contained
herein.

     (d) XM Indemnification.

          (i)    If any Distributor Indemnitee is charged with infringement of a
               third party's intellectual property rights, including patent,
               trademark, copyright, industrial design right, or other
               proprietary right, or misuse or misappropriation of trade secret
               rights, as a result of the installation, use, sale, offer for
               sale or import of XM Receivers in or for use in GM Vehicles, and
               if such alleged infringement arises in any way from an aspect or
               function of the XM Receiver that meets a requirement or
               specification of XM for receipt of the XM Service by the XM
               Receiver, XM will, at no expense to Distributor: (i) defend, hold
               harmless and indemnify the Distributor Indemnitees against any
               Costs relating to such charge or claim, including, but not
               limited to, Costs for past infringement; and (ii) to the extent
               appropriate,

                                      -17-

<PAGE>

               either, (A) procure for Distributor the right to continue the
               installation, use, sale, offer for sale or import of XM Receivers
               in GM Vehicles, or (B) procure for Distributor the availability
               of XM Receivers with a modified design such that XM Receivers no
               longer infringe, provided that such modification can be done
               without substantially impairing its functionality or performance.

          (ii)   With respect to claims arising under this Section 9(d),
               Distributor will promptly notify XM in writing of any claim of
               infringement or indemnification and will provide XM with the
               authority, information and assistance necessary to defend or
               settle such claim; provided, however, that Distributor will have
               the right to participate in such defense and to approve any
               proposed settlement in advance. Distributor will have the right
               to take over from XM the defense of a claim at any time, provided
               that Distributor releases XM in writing from any further
               obligation of defense or indemnification in connection with such
               claim unless otherwise mutually agreed.

          (iii)  The obligations of XM and Distributor under this Section 9(d)
               will survive termination of this Agreement with respect to XM
               Receivers installed in GM Vehicles.

     (e) A Party claiming indemnity under this Section 9 must give the
indemnifying party prompt notice of any claim, and the indemnifying party shall
have the right to assume the full defense of any claims to which its indemnity
applies. The indemnified party, at the indemnifying party's cost, will cooperate
fully with the indemnifying party in such defense of any such claim. If the
indemnified party compromises or settles any such claim without the prior
written consent of the indemnifying party, then the indemnifying party shall be
released from its indemnity obligations with respect to the claim so settled.

     (f) The representations, warranties and indemnities contained in this
Section 9 shall continue throughout the Term and the indemnities shall survive
the termination of this Agreement, regardless of the reason for such
termination.

10. FORCE MAJEURE:

          Neither XM nor Distributor shall have any rights against the other
Party for the non-operation of facilities, the non-furnishing of the XM Service,
or its inability to perform its terms and obligations under this Agreement if
such non-operation, non-furnishing or inability is due to an act of God or other
cause beyond such Party's reasonable control, including, but not limited to, the
occurrence of a Regulatory Force Majeure Event.

                                      -18-

<PAGE>

11. NOTICES:

          Any notice or report given under this Agreement shall be in writing,
shall be sent postage prepaid by certified mail, return receipt requested, or by
hand delivery, or by Federal Express or similar overnight delivery service, or
by facsimile transmission, to the other Party, at the following address (unless
either Party at any time or times designates another address for itself by
notifying the other Party by certified mail, in which case all notices to such
Party thereafter shall be given at its most recently so designated address):

        To  Holdings or XM:  XM Satellite Radio
                             1500 Eckington Place N.E.
                             Washington, D.C. 20002
                             Facsimile Number: 202.380.4521
                             Attention:  President & CEO
                             cc: General Counsel

         To Distributor:     OnStar Corporation
                             1400 Stephenson Highway
                             Troy, MI  48083-1189
                             Facsimile Number:  248.588.7250
                             Attention: Vice President and Executive Director,
                                        Satellite Radio Services
                             cc: General Counsel

          Notice or report given by hand delivery shall be deemed received on
delivery. Notice or report given by mail shall be deemed received on the earlier
to occur of actual receipt or on the fifth day following mailing if sent in
accordance with the notice requirements of this Section 11. Notice or report
given by Federal Express or similar overnight delivery service shall be deemed
received on the next business day following delivery of the notice or report to
such service with instructions for overnight delivery. Notice or report given by
facsimile transmission shall be deemed received when there is personal
confirmation of receipt by the person to whom such notice or report is sent.

12. CONFIDENTIALITY:

          Neither XM nor Distributor shall disclose (whether orally or in
writing, or by press release or otherwise) to any third party any information
with respect to the terms and provisions of this Agreement or any information
contained in any data or report required or delivered hereunder or any materials
related thereto, except (a) disclosure as may be required by law, regulation,
court or government agency of competent jurisdiction (redacted to the greatest
extent possible); (b) disclosure to each Party's respective officers, directors,
employees and attorneys, in their capacity as such; provided, however, that the
disclosing Party agrees to be responsible for any

                                      -19-

<PAGE>

breach of the provisions of this Section 12 by such officers, directors,
employees or attorneys; (c) disclosure by XM in connection with its bona fide
financing activities, (d) disclosure by XM of the provisions relating to XM's
exclusive obligations to Distributor to other automobile manufacturers, (e) in
the event that XM becomes subject to the information reporting requirements of
the Securities Exchange Act of 1934, as amended, this Agreement may be made
publicly available by XM to investors in accordance with the rules and
regulations of the Securities and Exchange Commission; (f) disclosure in the
form of a public statement or press release approved by the other Party hereto
in advance of such statement or release; (g) general marketing information
releases describing the nature of this Agreement in general terms; and (h) as
mutually agreed upon, in writing, by XM and Distributor in advance of such
disclosure. This confidentiality provision shall survive the termination of this
Agreement.

13. MISCELLANEOUS:

     (a) Audit Rights. (i) During the Term and for a period of one year
thereafter, either party or its authorized representative shall have the right,
at its expense, to inspect, audit, and copy any such books and records of the
other party, at the other party's offices, during normal business hours upon not
less than thirty (30) days' prior written notice, that relate to the performance
of the other party's obligations hereunder. In the event any such audit
indicates a discrepancy between amounts previously paid and the amounts
rightfully due and payable at such time, the audited party shall have ten (10)
days from the date of receipt of notice from the auditing party that such
underpayment or overpayment has occurred to pay the discrepancy to the auditing
party. If the amount of the discrepancy is greater than five percent (5%) of the
amount due for the period being audited, the audited party shall reimburse the
auditing party for the reasonable costs and expenses of such audit.

     (b) Assignment; Binding Effect; Reorganization. This Agreement shall be
binding on the respective transferees and successors of the Parties hereto,
except that neither this Agreement nor either Party's rights or obligations
hereunder shall be assigned or transferred by either Party without the prior
written consent of the other Party (which consent shall not be unreasonably
withheld); provided, however, no consent is necessary in the event of an
assignment to a successor entity resulting from a merger, acquisition or
consolidation by either Party or assignment to an entity under common control,
controlled by or in control of either Party.

     (c) Regulated Entity. It is understood by the Parties that the business of
XM is regulated by the FCC and that nothing set forth in this Agreement shall be
construed (i) to require XM to act in a manner inconsistent with FCC Rules, or
the informal interpretations thereof communicated from time to time by the FCC
staff, or (ii) to prevent XM from taking positions on issues relating to its FCC
license or other rules and regulations applicable to XM, or the appropriate
interpretation thereof.

                                      -20-

<PAGE>

     (d) Entire Agreement; Amendments; Waivers; Cumulative Remedies. This
Agreement contains the entire understanding of the Parties hereto and supersedes
and abrogates all contemporaneous and prior understandings of the Parties,
whether written or oral, relating to the subject matter hereof. This Agreement
may not be modified except in a writing executed by both Parties hereto. Any
waiver of any provision of this Agreement must be in writing and signed by the
Party whose rights are being waived. No waiver of any breach of any provision
hereof shall be or be deemed to be a waiver of any preceding or subsequent
breach of the same or any other provision of this Agreement. The failure of
Distributor or XM to enforce or seek enforcement of the terms of this Agreement
following any breach shall not be construed as a waiver of such breach. All
remedies, whether at law, in equity or pursuant to this Agreement shall be
cumulative.

     (e) Governing Law. This Agreement and all matters or issues collateral
thereto shall be governed by the laws of the State of New York, without regard
to its choice of law rules.

     (f) Disputes and Interpretation. In the event of any dispute or question of
interpretation under this Agreement, each of the parties agrees that prior to
commencing any legal action in any court of competent jurisdiction, it shall
first refer the matter for review and consideration by the parties' respective
operating executives, who shall initially be (i) on behalf of Distributor, the
OnStar Vice President and Executive Director, Satellite Radio Services or his or
her delegate and (ii) on behalf of XM, the Executive Vice President of Sales,
Marketing and Customer Service or his or her delegate. In the event that such
operating executives fail to resolve the dispute or question of interpretation
within 30 days' of the matter being referred to them, then the parties shall be
free to pursue judicial action in a court of competent jurisdiction.

     (g) Relationship. Neither Party shall be, or hold itself out as, the agent
of the other or as joint venturers under this Agreement.

     (h) Severability. The invalidity under applicable law of any provision of
this Agreement shall not affect the validity of any other provision of this
Agreement, and in the event that any provision hereof is determined to be
invalid or otherwise illegal, this Agreement shall remain effective and shall be
construed in accordance with its terms as if the invalid or illegal provision
were not contained herein.

     (i) No Inference Against Author. XM and Distributor each acknowledge that
this Agreement was fully negotiated by the Parties and, therefore, no provision
of this Agreement shall be interpreted against any Party because such Party or
its legal representative drafted such provision.

     (j) No Third Party Beneficiaries. The provisions of this Agreement are for
the exclusive benefit of the Parties hereto and their permitted assigns, and no
third party shall be a beneficiary of, or have any rights by virtue of, this
Agreement.

                                      -21-

<PAGE>

     (k) Headings. The titles and headings of the sections in this Agreement are
for convenience only and shall not in any way affect the interpretation of this
Agreement. Any reference in this Agreement to a "Section" or "Attachment" shall,
unless the context expressly requires otherwise, be a reference to a "Section"
in, or an "Attachment" to, this Agreement.

     (l) Non-Recourse. Notwithstanding anything contained in this Agreement to
the contrary, it is expressly understood and agreed by the Parties hereto that
each and every representation, warranty, covenant, undertaking and agreement
made in this Agreement was not made or intended to be made as a personal
representation, undertaking, warranty, covenant, or agreement on the part of any
individual, and any recourse, whether in common law, in equity, by statute or
otherwise, against any individual is hereby forever waived and released.

     (m) Effective Date. This Agreement became effective, in its original
version, on July 7, 1999, in accordance with the terms and conditions contained
therein (the "Effective Date"), and was amended and restated as of June 3, 2002.
This Agreement shall be further amended and restated with effect at the closing
under the Note Purchase Agreement.

                            [signature page follows]

                                      -22-

<PAGE>

     The Parties hereto have executed this Agreement as of the date first above
written.

XM SATELLITE RADIO INC.:                     ONSTAR CORPORATION:

By: /s/ Joseph M. Titlebaum                 By: /s/ Kenneth D. Enborg
    --------------------------------           ------------------------

Name: Joseph M. Titlebaum                    Name:  Kenneth D. Enborg
      -------------------                          --------------------

Title: Senior Vice President, General        Title: Vice President and General
       -----------------------------               ---------------------------
Counsel and Secretary                               Counsel
---------------------                              --------

Date: January 28, 2003                       Date: January 28, 2003
      ----------------                             ----------------


XM SATELLITE RADIO HOLDINGS INC.:

By: /s/ Joseph M. Titlebaum
    --------------------------------

Name: Joseph M. Titlebaum
      -------------------

Title: Senior Vice President, General
       ------------------------------
Counsel and Secretary
---------------------

Date: January 28, 2003
      ----------------

      Signature Page to Second Amended and Restated Distribution Agreement

<PAGE>

                              ATTACHMENT 1,2 and 3

       to Second Amended and Restated Distribution Agreement by and among

                        XM Satellite Radio Holdings Inc.,

                             XM Satellite Radio Inc.

                                       and

               OnStar, a subsidiary of General Motors Corporation

                                  See Attached.


<PAGE>

          Attachment 3, GM Affiliates (As of 4/18/02)

Affiliates with US distribution
    1.   Saab/1/
    2.   Subaru
    3.   Isuzu
    4.   Suzuki
    5.   Fiat Auto (including, without limitation, Fiat, Alfa Romeo, and Lancia
         branded vehicles)
    6.   Daewoo Automotive Technology

----------
/1/  The parties understand that Saab is a wholly-owned subsidiary of GM and a
     GM brand, but is being treated as a GM Affiliate solely for purposes of
     this Agreement.

</TEXT>
</DOCUMENT>
