EXHIBIT 1.02
SIRIUS SATELLITE RADIO INC.
(a Delaware corporation)
16,000,000 Shares of Common Stock
TERMS AGREEMENT
January 3, 2002
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 the date hereof on Form 8-K as Exhibit 1.1 to Registration Statement
No. 333-64344. The terms of the Form Underwriting Agreement are hereby
incorporated herein. We understand that Sirius Satellite Radio Inc., a Delaware
corporation (the "Company"), proposes to issue and sell 16,000,000 shares of its
common stock, par value $.001 per share (the "Underwritten Securities"). Subject
to the terms and conditions set forth or incorporated by reference herein,
Lehman Brothers Inc. (the "Underwriter") offers to purchase the number of
Underwritten Securities opposite its name set forth below at the purchase price
set forth below, and some or all of the Option Underwritten Securities set forth
below, to the extent any Underwritten Securities or Option Underwritten
Securities are purchased in accordance with the terms hereof.
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Number of
Underwritten
Underwriter Securities
- ----------- ----------
Lehman Brothers Inc...................................................... 16,000,000
The Underwritten Securities shall have the following terms:
Common Stock
------------
Title: Common Stock, par value $.001 per share.
Number of shares: 16,000,000
Number of Option Underwritten Securities: The Underwriter has an option to purchase up to
an additional 2,400,000 shares of Underwritten
Securities (the "Option Underwritten Securities")
at the public offering price, less an underwriting
discount, within 30 days from January 3, 2002 to
cover over-allotments.
Initial public offering price per share: $ 9.85
Purchase price per share: $ 9.25
Listing requirements: Nasdaq National Market
Black-out provisions: None
Lock-up provisions: For a period of 90 days from the issuance of the
Underwritten Securities, the Company may not,
without the prior written consent of Lehman
Brothers Inc., sell, grant options for the sale of
or otherwise dispose of shares of its capital
stock or any securities convertible into or
exchangeable or exercisable for its capital stock.
The Company will use its reasonable efforts
(which shall not include the payment of money
or other consideration) to cause each executive
officer and director of the Company, Apollo
Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., Blackstone Management
Associates III L.L.C. and DaimlerChrysler
Corporation to enter into lock-up agreements, in
form and substance satisfactory to the
Underwriter, as soon as reasonably practicable
prior to the closing date set forth herein.
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Comfort letter: The Company shall cause Arthur Andersen LLP
to deliver the Accountant's Comfort Letter and
the Bring-down Comfort Letter referenced in,
respectively, Section 5(g) and Section 5(h) of
the Form Underwriting Agreement.
Other terms and conditions: All notices and other communications hereunder
shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to
the Underwriter shall be directed to Lehman
Brothers Inc., 745 Seventh Avenue, New York,
New York 10019, Attention: Kevin Genirs,
Associate General Counsel; notices to the
Company shall be directed to the Company at
1221 Avenue of the Americas, 36th Floor, New
York, New York 10020, Attention: Patrick L.
Donnelly, Executive Vice President, General
Counsel and Secretary.
Closing date and location: January 8, 2002
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
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Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
Very truly yours,
LEHMAN BROTHERS INC.
By /s/ Elizabeth Satin
----------------------------------
Name:
Title:
Accepted:
SIRIUS SATELLITE RADIO INC.
By /s/ Patrick L. Donnelly
-----------------------------------
Name: Patrick L. Donnelly
Title: Executive Vice President,
General Counsel and Secretary