REGISTRATION RIGHTS AGREEMENT by and among CANADIAN SATELLITE RADIO HOLDINGS INC. THE GUARANTOR PARTY HERETO and BEAR, STEARNS & CO. INC. RBC CAPITAL MARKETS CORPORATION February 10, 2006Registration Rights Agreement • May 11th, 2006 • Canadian Satellite Radio Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 10, 2006 by and among Canadian Satellite Radio Holdings Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Company”), Canadian Satellite Radio Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“CSR Inc.”), and Bear, Stearns & Co. Inc. and RBC Capital Markets Corporation (the “Initial Purchasers”). The Initial Purchasers have agreed to purchase the Company’s 12.75% Senior Notes due 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
CANADIAN SATELLITE RADIO HOLDINGS INC. AND THE GUARANTORS PARTY HERETOCanadian Satellite Radio Inc. • May 11th, 2006 • New York
INDENTURE dated as of February 10, 2006 among Canadian Satellite Radio Holdings Inc., a corporation organized under the laws of the Province of Ontario, Canada, the Guarantors (as defined) and The Bank of Nova Scotia Trust Company of New York, as trustee.
CANADIAN SATELLITE RADIO HOLDINGS INC., as Grantor CANADIAN SATELLITE RADIO INC.Interest Reserve and Security Agreement • May 11th, 2006 • Canadian Satellite Radio Inc. • New York
THIS INTEREST RESERVE AND SECURITY AGREEMENT is entered into on February 10, 2006 (this “Agreement”), by and among THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, in its capacities as Interest Reserve Agent, depositary bank and securities intermediary (collectively in such capacities, the “Interest Reserve Agent”), THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, in its capacity as trustee under the Indenture described below (the “Trustee”), CANADIAN SATELLITE RADIO HOLDINGS INC., a corporation organized under the laws of the Province of Ontario, Canada (the “Grantor”) and CANADIAN SATELLITE RADIO INC., a corporation organized under the laws of the Province of Ontario, Canada (the “Guarantor”).
