Exhibit 99.4
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY
REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS
BALLOT.
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SIRIUS SATELLITE RADIO INC.,
Debtor.
1221 AVENUE OF THE AMERICAS
36TH FLOOR
NEW YORK, NEW YORK 10020
Tax ID No. 52-1700207
MASTER BALLOT FOR ACCEPTING OR REJECTING
PREPACKAGED PLAN OF REORGANIZATION OF
SIRIUS SATELLITE RADIO INC.
TO BE FILED UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
MASTER BALLOT FOR VOTING SENIOR SECURED DISCOUNT NOTES
(Class 2A: SENIOR SECURED DISCOUNT NOTES)
15% Senior Secured Discount Notes due 2007
CUSIP # 125127 AA 8
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THE VOTING DEADLINE BY WHICH YOUR MASTER BALLOT MUST BE RECEIVED BY THE VOTING
AGENT IS 5:00 P.M., NEW YORK CITY TIME ON ______ __, 2003. IF YOUR MASTER BALLOT
IS NOT RECEIVED ON OR BEFORE THE VOTING DEADLINE, THE VOTES REPRESENTED BY YOUR
MASTER BALLOT WILL NOT BE COUNTED.
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This Master Ballot is to be used by you, as a broker, bank, or other nominee (or
as their proxy holder or agent) (each of the foregoing, a "Nominee"), for
beneficial owners of 15% Senior Secured Discount Notes due 2007 (the "Senior
Secured Discount Notes") issued by Sirius Satellite Radio Inc., to transmit the
votes of such holders in respect of their Senior Secured Discount Notes to
accept or reject the chapter 11 plan of reorganization (the "Plan") described
in, and attached as Exhibit B to the Disclosure Statement, dated _______ __,
2003 (the "Prospectus") provided to you. Before you transmit such votes, please
review the Prospectus carefully, including the voting procedures explained in
the section entitled "The Prepackaged Plan".
The Plan can be confirmed by the Bankruptcy Court and thereby made binding upon
you and the beneficial owners of Senior Secured Discount Notes for which you are
the Nominee if it is accepted by the holders of two-thirds in amount and more
than one-half in number of claims in each class that vote on the Plan, and by
the holders of two-thirds in amount of equity security interests in each class
that vote on the Plan, and if it otherwise satisfies the requirements of section
1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained,
the Bankruptcy Court may nonetheless confirm the Plan if it finds that the Plan
provides fair and equitable treatment to, and does not discriminate unfairly
against, the class or classes rejecting it, and otherwise satisfies the
requirements of section 1129(b) of the Bankruptcy Code.
PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. COMPLETE, SIGN, AND
DATE THIS MASTER BALLOT, AND RETURN IT SO THAT IT IS RECEIVED BY THE VOTING
AGENT ON OR BEFORE THE VOTING DEADLINE OF 5:00 P.M., NEW YORK CITY TIME, ON ____
__, 2003. IF THIS MASTER BALLOT IS NOT COMPLETED, SIGNED, AND TIMELY RECEIVED,
THE VOTES TRANSMITTED BY THIS MASTER BALLOT WILL NOT BE COUNTED.
[Master Ballot Code]
Item 1. Certification of Authority to Vote. The undersigned certifies that
as of the _____ __, 2003 voting record date, the undersigned (please
check the applicable box):
[ ] Is a broker, bank, or other nominee for the beneficial owners of the
aggregate principal amount of Senior Secured Discount Notes listed in
Item 2 below, and is the registered holder of such securities, or
[ ] Is acting under a power of attorney and/or agency (a copy of which will
be provided upon request) granted by a broker, bank, or other nominee
that is the registered holder of the aggregate principal amount of
Senior Secured Discount Notes listed in Item 2 below, or
[ ] Has been granted a proxy (an original of which is attached hereto) from
a broker, bank, or other nominee, or a beneficial owner, that is the
registered holder of the aggregate principal amount of Senior Secured
Discount Notes listed in Item 2 below,
and, accordingly, has full power and authority to vote to accept or reject the
Plan on behalf of the beneficial owners of the Senior Secured Discount Notes
described in Item 2 below.
Item 2. Class 2A (Senior Secured Discount Note Claims) Vote. The undersigned
transmits the following votes of beneficial owners in respect of their
Senior Secured Discount Notes, and certifies that the following
beneficial owners of Senior Secured Discount Notes, as identified by
their respective customer account numbers set forth below, are
beneficial owners of such securities as of the _________, 2003 voting
record date and have delivered to the undersigned, as Nominee, Ballots
casting such votes. (Indicate in the appropriate column the aggregate
principal amount voted for each account, or attach such information to
this Master Ballot in the form of the following table. Please note:
each beneficial owner must vote all his, her, or its Class 2A claims
(Senior Secured Discount Notes) either to accept or reject the Plan,
and may not split such vote.):
- ------------------------------- ------------------------------ ------- ----------------------------------------------
Your Customer Account Principal Amount of Principal Amount of
Number for Each Senior Secured Discount Notes Senior Secured Discount Notes
Beneficial Owner of Voted to ACCEPT the Voted to REJECT the
Senior Secured Discount Notes Plan Plan
- ------------------------------- ------------------------------ ------- ----------------------------------------------
1. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
2. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
3. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
4. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
5. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
6. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
7. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
8. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
9. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
10. $ OR $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
TOTALS $ $
- ------------------------------- ------------------------------ ------- ----------------------------------------------
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Item 3. Certification As to Transcription of Information From Item 3 As to
Other Senior Secured Discount Notes Voted by Beneficial Owners. The
undersigned certifies that the undersigned has transcribed in the
following table the information, if any, provided by beneficial owners
in Item 3 of the Senior Secured Discount Note Ballots, identifying any
other Senior Secured Discount Notes for which such beneficial owners
have submitted other Ballots:
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YOUR customer account number TRANSCRIBE FROM ITEM 3 OF SENIOR SECURED DISCOUNT NOTE BALLOTS:
for each beneficial owner who
completed Item 3 of the
Senior Secured Discount Note Ballot ------------------------------------------------------------------------------------------
Account Number Name Principal Amount of
Holder Other 15% Notes Voted
(Transcribe from Item 3 of (Transcribe from Item 3 of (Transcribe from Item 3 of
Senior Secured Discount Note Senior Secured Discount Note Senior Secured Discount Note
Ballots) Ballots) Ballots)
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
1.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
2.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
3.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
4.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
5.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
6.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
7.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
8.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
9.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
10.
- ----------------------------------- ------------------------------ ----------------------------- -----------------------------
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Item 4. Certification. By signing this Master Ballot, the undersigned
certifies that each beneficial owner of Senior Secured Discount Notes
listed in Item 2, above, has been provided with a copy of the
Prospectus, including the exhibits thereto, and acknowledges that the
solicitation of votes is subject to all the terms and conditions set
forth in the Prospectus.
Name of Broker, Bank, or Other Nominee:
______________________________________________________________
(Print or Type)
Name of Proxy Holder or Agent for Broker,
Bank, or Other Nominee (if applicable):
______________________________________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: _____________________
(If Applicable)
Signature:____________________________________________________
By:___________________________________________________________
(If Appropriate)
Title:________________________________________________________
(If Appropriate)
Street Address:_______________________________________________
City, State, Zip Code:________________________________________
Telephone Number:_____________________________________________
Date Completed:_______________________________________________
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THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON ______ __, 2003 OR THE VOTES TRANSMITTED HEREBY BE COUNTED.
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IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES,
OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS, PROSPECTUS, OR
OTHER RELATED MATERIALS, PLEASE CALL THE VOTING AGENT, AT (800) 322-2885.
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INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT
VOTING DEADLINE:
The Voting Deadline is 5:00 p.m., New York City Time, on ____
__, 2003, unless extended by the Debtor. To have the vote of your customers
count, you must complete, sign, and return this Master Ballot so that it is
received by the Voting Agent, 105 Madison Avenue, New York, New York 10016, on
or before the Voting Deadline.
HOW TO VOTE:
If you are both the registered owner and beneficial owner of
any principal amount of Senior Secured Discount Notes and you wish to vote such
Senior Secured Discount Notes, you may complete, execute, and return to the
Voting Agent either a Senior Secured Discount Note Ballot or a Senior Secured
Discount Note Master Ballot.
If you are transmitting the votes of any beneficial owners of
Senior Secured Discount Notes other than yourself, you may either:
1. Complete and execute the Senior Secured Discount Note Ballot
(other than Items 2 and 3) and deliver to the beneficial owner
such "prevalidated" Senior Secured Discount Note Ballot, along
with the Prospectus and other materials requested to be
forwarded. The beneficial owner should complete Items 2 and 3 of
that Ballot and return the completed Ballot to the Voting Agent
so as to be received before the Voting Deadline;
OR
2. For any Senior Secured Discount Note Ballots you do not
"prevalidate":
Deliver the Senior Secured Discount Note Ballot to the beneficial
owner, along with the Prospectus and other materials requested to
be forwarded, and take the necessary actions to enable such
beneficial owner to (i) complete and execute such Ballot voting
to accept or reject the Plan, and (ii) return the complete,
executed Ballot to you in sufficient time to enable you to
complete the Master Ballot and deliver it to the Voting Agent
before the Voting Deadline; and
With respect to all Senior Secured Discount Note Ballots returned
to you, you must properly complete the Master Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of
this Master Ballot, as transmitted to you by the beneficial
owners of Senior Secured Discount Notes. To identify such
beneficial owners without disclosing their names, please use
the customer account number assigned by you to each such
beneficial owner, or if no such customer account number
exists, please assign a number to each account (making sure
to retain a separate list of each beneficial owner and the
assigned number). IMPORTANT: BENEFICIAL OWNERS MAY NOT SPLIT
THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTE ALL HIS, HER, OR
ITS SENIOR SECURED DISCOUNT NOTES EITHER TO ACCEPT OR REJECT
THE PLAN. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH
VOTE, PLEASE CONTACT THE VOTING AGENT IMMEDIATELY. Any Ballot
or Master Ballot which is validly executed but which does not
indicate acceptance or rejection of the Plan by the indicated
beneficial owner or which impermissibly attempts to split a
vote will not be counted;
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c. Please note that Item 3 of this Master Ballot requests that
you transcribe the information provided by each beneficial
owner from Item 3 of each completed Senior Secured Discount
Note Ballot relating to other Senior Secured Discount Notes
voted;
d. Review the certification in Item 4 of the Master Ballot;
e. Sign and date the Master Ballot, and provide the remaining
information requested;
f. If additional space is required to respond to any item on the
Master Ballot, please use additional sheets of paper clearly
marked to indicate the applicable Item of the Master Ballot
to which you are responding;
g. Contact the Voting Agent to arrange for delivery of the
completed Master Ballot to its offices; and
h. Deliver the completed, executed Master Ballot so that it is
actually received by the Voting Agent on or before the Voting
Deadline. For each completed, executed Senior Secured
Discount Note Ballot returned to you by a beneficial owner,
either forward such Ballot (along with your Master Ballot) to
the Voting Agent or retain such Senior Secured Discount Note
Ballot in your files for one year from the Voting Deadline.
PLEASE NOTE:
This Master Ballot is not a letter of transmittal and may not
be used for any purpose other than to cast votes to accept or reject the Plan.
Holders should not surrender, at this time, certificates representing their
securities. The Voting Agent will not accept delivery of any such certificates
surrendered together with this Master Ballot. Surrender of securities for
exchange may only be made by you, and will only be accepted pursuant to a letter
of transmittal which will be furnished to you by the Debtor following
confirmation of the Plan by the United States Bankruptcy Court.
No Ballot or Master Ballot shall constitute or be deemed a
proof of claim or equity interest or an assertion of a claim or equity interest.
No fees or commissions or other remuneration will be payable
to any broker, dealer, or other person for soliciting votes on the Plan. We
will, however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding the Ballots and other enclosed materials
to the beneficial owners of Senior Secured Discount Notes held by you as a
nominee or in a fiduciary capacity. We will also pay all transfer taxes, if any,
applicable to the transfer and exchange of your securities pursuant to and
following confirmation of the Plan.
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY
OTHER PERSON THE AGENT OF THE DEBTOR OR THE VOTING AGENT OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM
WITH RESPECT TO THE PLAN EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED
DOCUMENTS.
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IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES
OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT BALLOTS PROSPECTUS OR
OTHER RELATED MATERIALS PLEASE CALL THE VOTING AGENT AT (800) 322-2885.
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