Clear Channel Director Designation Agreement

Exhibit 10.14


CLEAR CHANNEL DIRECTOR DESIGNATION AGREEMENT


This Clear Channel Director Designation Agreement, dated as of January 28, 2003 (this "Agreement"), is hereby entered into by and among XM Satellite Radio Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the "Company"); Clear Channel Investments, Inc., a corporation duly organized under the laws of the State of Nevada ("Clear Channel"). The Company and Clear Channel are collectively referred to herein as the "Parties."


WITNESSETH


WHEREAS, the Company and Clear Channel, and certain other current and former investors in the Company are parties to an Amended and Restated Shareholders Agreement, dated August 8, 2000 (the "2000 Agreement"), that relates to, among other things, the designation of the Company's directors, but is being amended on or about the date hereof to delete the director designation provisions, which will no longer be part of the arrangements between the Company and such investors;


WHEREAS, the Company and Clear Channel and certain other investors in the Company are parties to a Director Designation Agreement (the "Director Designation Agreement"), dated the date hereof, that relates to the designation of director nominees for certain investors, including Clear Channel; and


WHEREAS, the Company and Clear Channel believe it to be in the best interests of the Company and the best interests of Clear Channel to continue to have certain agreements with respect to the designation of directors of the Company.


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


Section 1. Definitions.


Affiliate: means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


Common Stock: means all classes and series of the common stock of the Company, any stock into which such common stock shall have been changed or converted or any stock resulting from any capital reorganization or reclassification of such common stock, and all other stock of any class or classes (however designated) of the Company, 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


liquidating dividends after the payment of dividends and distributions of any shares entitled to preference.

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