Notice of Guaranteed Delivery for
Tender of All Outstanding
Lehman Senior Term Loans,
Loral Senior Term Loans,
15% Senior Secured Discount Notes due 2007,
14 1/2% Senior Secured Notes due 2009 and
8 3/4% Convertible Subordinated Notes due 2009
in Exchange for Common Stock
of
SIRIUS SATELLITE RADIO INC.
Registered holders of our outstanding Debt Securities (as defined in the
Letter of Transmittal and Consent) who wish to tender their Debt Securities in
exchange for common stock of the Company and whose Debt Securities are not
immediately available or who cannot deliver their Debt Securities and Letter of
Transmittal and Consent (and any other documents required by the Letter of
Transmittal and Consent) to The Bank of New York (the 'Exchange Agent') prior to
the Tender Expiration Date (as defined in the Letter of Transmittal and
Consent), may use this Notice of Guaranteed Delivery or one substantially
equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand
or sent by facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight courier) or mail to the Exchange
Agent. See 'The Exchange Offer and Consent Solicitation -- Procedures for
Tendering' in the Prospectus.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Registered or Certified Mail, By Facsimile Transmission: To Confirm By Telephone or
By Hand or Overnight Delivery: For Information Call:
Corporate Trust Department (212) 235-2261 (212) 235-2363
15 Broad Street - 16th Floor
New York, New York 10007
Attention:
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL AND CONSENT IS REQUIRED TO
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (AS DEFINED IN THE LETTER
TRANSMITTAL AND CONSENT), SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED ON THE LETTER OF TRANSMITTAL AND CONSENT FOR GUARANTEE OF
SIGNATURES.
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Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Debt Securities
indicated below, upon the terms and subject to the conditions contained in the
Prospectus dated , 2002 (the 'Prospectus') of Sirius Satellite Radio
Inc. (the 'Company'), receipt of which is hereby acknowledged.
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DESCRIPTION OF DEBT SECURITIES TENDERED
CERTIFICATE
NAME AND ADDRESS NUMBER(S) OF
OF REGISTERED DEBT SECURITIES
HOLDER AS IT TENDERED (OR
APPEARS ON THE ACCOUNT NUMBER PRINCIPAL AMOUNT
DEBT SECURITIES AT BOOK-ENTRY OF DEBT SECURITIES
NAME OF TENDERING HOLDER (PLEASE PRINT) FACILITY) TENDERED
--------------------------------------- ---------------- --------------- ------------------
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SIGN HERE
Name of Registered or Acting Holder:_________________________________________
Signature(s):________________________________________________________________
Name(s) (please print):______________________________________________________
Address:_____________________________________________________________________
Telephone Number:____________________________________________________________
Date:________________________________________________________________________
If Debt Securities will be tendered by book-entry transfer, provide
the following information:
DTC Account Number:______________________________________________________
Date:____________________________________________________________________
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at
one of its addresses set forth on the reverse hereof, the certificates
representing the Debt Securities (or a confirmation of book-entry transfer
of such Debt Securities into the Exchange Agent's account at the book-entry
transfer facility), together with a properly completed and duly executed
Letter of Transmittal and Consent (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal and Consent within three New York Stock Exchange trading days
after the Tender Expiration Date.
Name of Firm: ______________________ ____________________________________
(Authorized signature)
Address:____________________________ Title:______________________________
____________________________________ Name:_______________________________
(Zip Code) (Please type or print)
Area Code and Telephone No.:
____________________________________ Date: ______________________________
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NOTE: DO NOT SEND DEBT SECURITIES WITH THIS NOTICE OF GUARANTEED DELIVERY. DEBT
SECURITIES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND CONSENT.
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