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. <Page> 2 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. <Page> 3 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 <Page> 4 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