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SIRI » Topics » EXHIBIT A Notice of Borrowing

This excerpt taken from the SIRI 10-Q filed Nov 1, 2007.

EXHIBIT A

Notice of Borrowing

[INSERT DATE]

To:   Space Systems/Loral, Inc.
    [INSERT ADDRESS]

          This Notice of Borrowing is delivered pursuant to Section 2.03 of the Amended and Restated Customer Credit Agreement dated as of [ ], 2007 (as amended, modified or supplemented and in effect from time to time, the “CUSTOMER CREDIT AGREEMENT”) between Sirius Satellite Radio Inc., a Delaware corporation (the “CUSTOMER”), and you, as Lender. Unless otherwise defined herein, capitalized terms used in this Notice of Borrowing have the meanings given to them (whether by reference to another document or otherwise) in the Customer Credit Agreement.

          This Notice of Borrowing is irrevocable and constitutes a request for a Loan as follows:

1.   Purpose of Loan is to [make Milestone Payment] [reimburse Customer for having
made Milestone Payment(s)].
2.   Aggregate amount of the Loan: $____________
      - Amount being paid to Satellite Manufacturer
        - FM-5 $____________
        - FM-6 $____________
      - Aggregate Amount being reimbursed to Customer for
        Milestone Payment(s) made on [insert date(s)]
        - FM-5 $____________
        - FM-6 $____________
3.
     Date of Loan: ___________ .
4.
     Duration of the Interest Period for the Loan: [3 months or a lesser number of months calculated as provided in the definition of LIBOR Rate].

                As contemplated by the Customer Credit Agreement, the Customer certifies that all applicable conditions of Sections 4.01 and 4.02 of the Customer Credit Agreement have been met and that, as at the date of this Notice of Borrowing and the date of the Loan (including after giving effect to the making of the Loan and the intended use thereof):

A-1

     (a) the representations and warranties of the Customer set out in Article III of the Customer Credit Agreement shall be true and correct on and as of the date of the making of the Loan;

     (b) no Default or Event of Default shall have occurred and be continuing. The Customer further confirms and certifies to the Lender that the proceeds of the requested Loan will be used solely for the purposes specified and permitted by the Customer Credit Agreement;

     (c) each of the conditions specified in Section 4.02(a), (d), and (e) of the Customer Credit Agreement have been fulfilled; and

     (d) when the amount of the requested Loan is added to the aggregate principal amount of all Loans theretofore made to the Customer, the aggregate principal amount of the Loans shall not exceed the Commitment then in effect.

 

Very truly yours,

SIRIUS SATELLITE RADIO INC.
  By:   
    Name:
    Title:

A-2

EXHIBIT B

"EXHIBIT A Notice of Borrowing" elsewhere:

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