June 4, 2003 To: Sirius Satellite Radio Inc. 1221 Avenue of the Americas, 36th Floor New York, New York 10020 Ladies and Gentlemen: This is a Terms Agreement referenced in the Form Underwriting Agreement filed on January 3, 2002 on Form 8-K as Exhibit...Sirius Satellite • June 17th, 2003 • Sirius Satellite Radio Inc • Radio broadcasting stations
SIRIUS SATELLITE RADIO INC.Sirius Satellite • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations
Reference is made to the XM Satellite Radio Holdings Inc. (“XM”) Common Stock Purchase Warrant, represented by a certificate dated as of June 3, 2005 (the “Warrant”) issued to Space Systems/Loral Inc. (“SS/L”) and assumed by Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”) pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007 (the “Merger Agreement”; capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement) among Sirius, Vernon Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Sirius (“Merger Co.”) and XM, pursuant to which Merger Co. merged with and into XM, with XM as the surviving corporation (the “Merger”), on July 28, 2008.
SIRIUS SATELLITE RADIO INC. 40,000,000 Shares of Common Stock Underwriting AgreementSirius Satellite • September 23rd, 2005 • Apollo Advisors Iv Lp • Radio broadcasting stations • New York
Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (each a “Selling Stockholder”, and together, the “Selling Stockholders”) propose to sell to J.P. Morgan Securities Inc. (the “Underwriter”) an aggregate of 40,000,000 shares of common stock, par value $0.001 per share (the “Stock”), of Sirius Satellite Radio Inc., a Delaware corporation (the “Company”) (such shares being referred to herein as the “Shares”). The number of Shares to be sold by each Selling Stockholder is set forth on Schedule 1.
SIRIUS SATELLITE RADIO INC. 262,399,983 Shares of Common Stock Underwriting AgreementSirius Satellite • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations • New York
Sirius Satellite Radio Inc., a Delaware corporation (the “Company”), subject to the terms and conditions stated herein, proposes to issue and lend to each of Morgan Stanley Capital Services, Inc. ( “Morgan Stanley”) and UBS AG, London Branch (“UBS” and collectively with Morgan Stanley, the “Borrowers”) as a share loan, pursuant to and upon the terms set forth in the share lending agreement between the Company and Morgan Stanley and the share lending agreement between the Company and UBS, each dated as of July 28, 2008 (the “Share Lending Agreements”), an amount of the Company’s common stock, par value $0.001 per share (“Stock”) up to the sum of the Maximum Number of Shares (as such term is defined in each of the Share Lending Agreements) under both of the Share Lending Agreements (such shares being referred to herein as the “Borrowed Shares”), such aggregate Maximum Number of Shares being 262,399,983 as of the date hereof, 183,679,988 of which the Company will initially lend to the Bor
SIRIUS SATELLITE RADIO INC.Sirius Satellite • November 12th, 2008 • Sirius Xm Radio Inc. • Radio broadcasting stations
Reference is made to the XM Satellite Radio Holdings Inc. (“XM”) Common Stock Purchase Warrant, represented by a certificate dated as of May 24, 2006 (the “Warrant”) issued to Bank of America, N.A. (“BofA”), as purchaser and transferee of a warrant originally issued to Boeing Satellite Systems International, Inc. dated as of July 31, 2003, and assumed by Sirius Satellite Radio Inc., a Delaware corporation (“Sirius”) pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007 (the “Merger Agreement”; capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement) among Sirius, Vernon Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Sirius (“Merger Co.”) and XM, pursuant to which Merger Co. merged with and into XM, with XM as the surviving corporation (the “Merger”), on July 28, 2008.
