Woodburn, OR. - In my travels around the country, I'm discovering something going on in a number of courthouses that's really strange. What's strange is they're upgrading their record systems. The upgrade will make courthouse research for noteholders more profitable and productive.

You Know that documents, such as trust deeds, mortgages and real estate contracts, etc. are usually recorded on microfilm, or they may be in books. You research these documents for the information you need on the noteholder.

The system won't let you bring up separate lists of private noteholders with their addresses. You must look at each individual document. The counties I've researched as of this writing don't offer modem service. However, your county may offer it.

Leonard W. Stitt has vast experience doing courthouse research for notes. He's produced a course that teaches brokers, and investors from the ground up how to do effective courthouse research for private noteholders nationwide. For more information on his program click

Proposal for the modification of Condition 6(3) of the £250,000,000 6.25 per cent. Notes due 2013 (the option of the Noteholders to be redeemed in the event of a Change of Control) and the insertion of a Noteholder put option on 31 December 2009

Emap plc today announced a Meeting of the Noteholders convened by the Issuer will be held at the office of EMAP plc located at 40 Bernard Street, London WC1N 1LW, on Thursday, 20 March 2008 at 10.00 a.m. (London time) for the purpose of considering and, if thought fit, passing the Resolution referred to in the Notice of Meeting (the "Extraordinary Resolution") which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed dated 7 April, 2003.

Subject to, and as consideration and compensation for, the passing of the Extraordinary Resolution, the Issuer will pay to each Noteholder from whom a valid Electronic Voting Instruction is received by the Early Instruction Deadline an amount of £0.10 for each £1,000 in principal amount of the Notes.

Under the terms of the current drafting of Condition 6(3), the occurrence of a Put Event will enable Noteholders to put their Notes back to Emap in full at a price of par plus accrued interest after a period of approximately six months following the Effective Date. Rather than follow this protracted timetable, which cannot be accelerated under the provisions of the existing Condition 6(3), Emap believes it is in the interests of both the Noteholders and Eden Bidco to curtail this waiting period and for the Notes to be redeemed in full at the price of par plus accrued interest within 11 business days of the Effective Date.

Emap also proposes to update Condition 6(3) to take into account all relevant rating downgrades that occur both before and after a change of control. To provide absolute clarity, these modifications will not be relevant if the Eden Bidco Scheme of Arrangement becomes effective on the Effective Date, as a change of control arising from the Eden Bidco Scheme of Arrangement will give rise to an automatic redemption by the Issuer of all the Notes in full at their principal amount plus accrued interest within 11 business days of the Effective Date and Noteholders will not be required to exercise their put option in that scenario. However, Noteholders will lose their option to retain their Notes by not exercising their put option.

Also, if the Eden Bidco Scheme of Arrangement was to fail to become effective and no other bidders emerge for the company, Emap believes it is likely to be in the interests of both the Noteholders and Emap to seek to renegotiate the terms and conditions of the Notes. In this situation, which is not anticipated, Emap will most likely have non-investment grade credit ratings and will be a business of a smaller scale than when it originally issued the Notes with investment grade credit ratings in March 2003. To this end, Emap proposes to give Noteholders the right to put the Notes at par plus accrued interest on 31 December 2009, provided that Emap's credit ratings have not been returned to investment grade. Emap would, however, anticipate that another solution would have been found with existing Noteholders in the intervening period.

For full details of the modifications proposed to be made to Condition 6(3), Noteholders are recommended to review the draft Supplemental Trust Deed which will implement the proposal described above, which is available for inspection by Noteholders at the specified offices of each of the Issuer, the Tabulation Agent and the Consent Coordination Agent.

The current nominal value of the outstanding Notes is £250,000,000. Emap has consulted with a number of leading Noteholders, representing approximately 40% of the Notes and these Noteholders have indicated their intention to vote in favour of the proposal.

SECOND AMENDED AND RESTATED SHAREHOLDERS AND NOTEHOLDERS AGREEMENT This Second Amended and Restated Shareholders and Noteholders Agreement, dated as of January 28, 2003 (this "Agreement"), is hereby entered into by and among XM Satellite Radio Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the "Company"). Clear Channel Investments, Inc., a corporation duly organized under the laws of the State of Nevada ("Clear Channel"). Columbia XM Radio Partners, LLC, a limited liability company duly organized under the laws of the Commonwealth of Virginia ("Columbia Radio Partners"). DIRECTV Enterprises, LLC, a limited liability company duly organized under the laws of the State of Delaware ("DIRECTV"). General Motors Corporation, a corporation duly organized under the laws of the State of Delaware (together with its Affiliate, OnStar Corporation, a Delaware corporation, "GM"). Madison Dearborn Capital Partners III, L. P. ("Madison Capital"), Madison Dearborn Special Equity III, L. P. ("Madison Equity"), Special Advisors Fund I, LLC ("Madison Advisors" and, collectively with Madison Capital and Madison Equity, each an entity duly organized under the laws of the State of Delaware, "Madison"). AEA XM Investors I LLC, AEA XM Investors II LLC, AEA XM Investors IA LLC and AEA XM Investors IIA LLC, each a limited liability company organized under the laws of the State of Delaware (individually or collectively "AEA XM"), Columbia XM Satellite Partners III, LLC, a limited liability company duly organized under the laws of the Commonwealth of Virginia ("Columbia Satellite Partners"), Columbia Capital Equity Partners III (QP), L. P., and Columbia Capital Equity Partners II (QP), L. P., each a limited partnership duly organized under the laws of the State of Delaware ("Columbia Equity Partners", and collectively with Columbia Radio Partners and Columbia Satellite Partners, "Columbia"). American Honda Motor Co., Inc., a corporation duly organized under the laws of the State of California ("Honda"). Black Bear Fund I, L. P., a limited partnership duly organized under the laws of the State of California ("Black Bear I"), Black Bear Fund II, L. L.C., a limited liability company duly organized under the laws of the State of California ("Black Bear II"), Black Bear Offshore Master Fund Limited, an exempted company organized under the laws of the Cayman Islands ("Black Bear Fund", and collectively with Black Bear I and Black Bear II, "Black Bear"). and each of the other Persons identified on Exhibit A attached hereto ("Additional Note Purchasers"). Clear Channel, Columbia Radio Partners, DIRECTV, GM and Madison, each in its capacity as a holder of securities in the Company other than Series C Convertible Preferred Stock (as defined below) or Common Stock (as defined below) issuable upon conversion thereof, are collectively referred to herein as the "Original Investors." AEA XM, Columbia Satellite Partners, Columbia Equity Partners, Columbia Radio Partners, DIRECTV, Honda, Madison Capital and Madison Equity, each in its capacity as a holder of the Series C Convertible Preferred Stock or Common Stock issuable upon conversion thereof, are collectively referred to herein as the "Series C Investors." GM, Black Bear, and the Additional Note Purchasers, each in its or his capacity as a holder of New Notes or GM Notes (as defined below), as the case may be, or Common Stock issuable upon conversion thereof, are collectively referred to herein as the "Note Investors." The Original Investors, the Series C Investors and the Note Investors are collectively referred to herein as the "Investors." The Company and the Investors are collectively referred to herein as the "Parties." Motient Corporation, a corporation duly organized under the laws of the State of Delaware ("Motient"). the Baron Asset Fund series ("Baron Asset") and the Baron iOpportunity Fund series ("Baron PAGE iOpportunity") of Baron Asset Fund, a business trust organized under the laws of the Commonwealth of Massachusetts, and the Baron Capital Asset Fund series of Baron Capital Funds Trust, a business trust organized under the laws of the State of Delaware ("Baron Capital", and collectively with Baron Asset and Baron iOpportunity, "Baron"). and Telcom-XM Investors, L. L.C., a limited liability company duly organized under the laws of the State of Delaware ("Telcom"), who were parties to the 2000 Agreement (as defined below), are becoming parties hereto solely for the purposes of agreeing to the amendment of the 2000 Agreement by this second amendment and restatement of this Agreement, which amendment results in Motient, Baron and Telcom ceasing to be parties to this Agreement and terminating their respective rights and obligations hereunder. Upon effectiveness of this Agreement, each of Motient, Baron and Telcom shall cease to be a party to this Agreement and all of its respective rights and obligations hereunder shall be terminated. WITNESSETH WHEREAS, the Company, the Original Investors, the Series C Investors, Motient, Baron and Telcom are parties to an Amended and Restated Shareholders Agreement, dated August 8, 2000 (the "2000 Agreement"). WHEREAS, the Company owns one hundred percent (100%) of the issued and outstanding shares of common stock of XM Satellite Radio Inc. ("XM"). WHEREAS, XM Radio Inc., a wholly owned subsidiary of XM, holds a license awarded by the U. S. Federal Communications Commission for the establishment of a Satellite Digital Audio Radio Service ("SDARS") system in the United States. WHEREAS, GM has entered into a note purchase agreement with the Company and XM, dated as of December 21, 2002 (the "GM Note Purchase Agreement"), under which GM has agreed to acquire Series GM Senior Secured Convertible Notes due 2009 issued by the Company and XM, as joint obligors (the "GM Notes"), in an aggregate principal amount of $89,042,387, which GM Notes bear interest at a rate of 10% per annum that may be paid in cash or, at the Company's option, in Class A Common Stock, and are convertible into Class A Common Stock, on the terms and conditions described in the GM Note Purchase Agreement, will receive a warrant to purchase 10,000,000 shares of Class A Common Stock (the "GM Warrant") and will enter into a credit agreement and other agreements under which GM may receive additional securities of the Company. WHEREAS, Black Bear and the Additional Note Investors have entered into a note purchase agreement with the Company and XM, dated as of December 21, 2002 (the "New Note Purchase Agreement"), under which such Note Investors have agreed to purchase XM's 10% Senior Secured Discount Convertible Notes due 2009 in an aggregate principal amount of up to $415,800,000 at maturity, under which they may receive additional notes as payment of certain interest due thereunder (collectively, the "New Notes" and together with the GM Notes, the "Notes"), on the terms and conditions described in the New Note Purchase Agreement. and - 2 - PAGE WHEREAS, the Company, each of the Investors, Motient, Baron and Telcom believe it to be in the best interests of the Company and the mutual best interests of each of the Investors to set forth herein their agreements with respect to certain matters related to the ownership and corporate governance of the Company by amending and restating the 2000 Agreement. NOW, THEREFORE, in consideration for the mutual covenants contained herein, the adequacy, receipt, and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows. ARTICLE I. DEFINITIONS Section 1.1 Definitions. Accredited Investor. has the meaning specified in Rule 501 of Regulation D promulgated under the Securities Act. Affiliate. means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of Sections 5.1, 5.2, 6.1 and 7.12, a member of a limited liability company or a partner of a partnership shall be deemed an Affiliate of said company or partnership. Antidilution Protection. means any right to have the relevant price or price ratio for the conversion of securities of the Company into any class of common stock of the Company, or the number of securities issuable upon such conversion, adjusted where the Company sells common stock (or securities convertible into or exercisable or exchangeable for common stock) for a price below a specified dollar amount that is less than the then applicable conversion price of the securities subject to the adjustment or below the market price (as defined in the terms of such right) of the common stock. As used herein, Antidilution Protection is not intended to include stock splits, reorganizations, distributions of stock or rights to all holders of common stock or similar transactions. Board or Board of Directors. means the Board of Directors of the Company or a committee consisting of one or more directors lawfully exercising the powers of the Board. Business Day. means any day other than a Saturday, Sunday or any other day on which commercial banks are authorized or required by law to be closed in New York City or the District of Columbia. - 3 - PAGE Capital Stock. means any and all securities, shares, interests, warrants, options, rights to acquire equity or equity-linked securities of the Company, participations or other equivalents (however designated, whether voting or non-voting) in equity of the Company, whether issued by the Company or its Subsidiaries, and whether now outstanding or issued subsequently hereto, including, without limitation, all series and classes of Common Stock and preferred stock of the Company, and all Convertible Securities, including the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock, the GM Notes, the GM Warrant and the New Notes. Class A Common Stock. means the Class A Common Stock, par value $0.01 per share, of the Company having one (1) vote per share. Clear Channel Operational Assistance Agreement. means the operational assistance agreement dated on or about June 7, 1999, between Clear Channel and the Company, as it may be amended from time to time. Commission. means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. Common Stock. means all classes and series of the common stock of the Company, any stock into which such common stock shall have been changed or converted or any stock resulting from any capital reorganization or reclassification of such common stock, and all other stock of any class or classes (however designated) of the Company, the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions of any shares entitled to preference. Common Stock Deemed Outstanding. means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock issuable upon the conversion, exchange, or exercise in full, of all Convertible Securities, whether or not the Convertible Securities are convertible into or exercisable or exchangeable for Common Stock at such time. Communications Act. has the meaning specified in Section 2.1. Concurrent Financing Transactions. means (1) the issuance to GM of the GM Notes in lieu of certain guaranteed payments due to GM during the period from 2003 to 2006 under XM's Distribution Agreement with GM (the "Distribution Agreement"), (2) the amendment of the Distribution Agreement to provide for, among other things, the issuance of the GM Notes and the payment of up to $35,000,000 in subscriber bounty payments payable to GM in the form of Class A Common Stock, (3) the issuance of XM's 14% Senior Secured Discount Notes due 2009, warrants to purchase Class A Common Stock (the "Exchange Warrants") and cash in exchange for some or all of XM's outstanding 14% Senior Secured Notes due 2010, (4) entering into a $100,000,000 Senior Secured Credit Facility with GM (the "GM Credit Facility") to finance certain revenue share payments owed to GM under the Distribution Agreement or other amounts which may be owed to GM, (5) the issuance of the GM Warrant, (6) the issuance and sale, on or - 4 - PAGE before the closing of the transactions described in this definition, to the extent determined to be desirable by the Company, or after the closing, to the extent contemplated by the letter agreement between the Company and BayStar Group, of Class A Common Stock, with or without warrants to purchase Class A Common Stock, in accordance with Section 4(2) of the Securities Act or pursuant to the Company's effective shelf registration statement under the Securities Act, including the proposed sale of 5,555,556 shares of Class A Common Stock and the issuance of a warrant to purchase 900,000 shares of Class A Common Stock, (7) the issuance of the New Notes, and (8) the execution, delivery and performance of all agreements, documents and instruments, including this Agreement, evidencing the transactions described in clauses (1) through (7) of this definition, and all arrangements contemplated thereby. Concurrent Financing Transactions Issuances. means the issuances or potential issuances of, without limitation, (1) Class A Common Stock upon conversion of the GM Notes and the New Notes, (2) the GM Warrant and the Class A Common Stock upon exercise thereof, (3) the Exchange Warrants and the Class A Common Stock upon exercise thereof, (4) Class A Common Stock as payment of interest on the GM Notes, (5) Class A Common Stock as payment of interest under the GM Credit Facility, (6) Class A Common Stock pursuant to the Distribution Agreement in accordance with the terms thereof, and (7) Class A Common Stock and warrants issued and sold as contemplated by clause (6) of the definition of Concurrent Financing Transactions. Convertible Securities. means securities or obligations that are exercisable for, convertible into or exchangeable for shares of Common Stock. The term includes options, warrants or other rights to subscribe for or purchase Common Stock or to subscribe for or purchase other securities or obligations that are convertible into or exercisable or exchangeable for Common Stock, including, without limitation, the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock, the GM Notes, the New Notes and the GM Warrant. DIRECTV Operational Assistance Agreement. means the operational assistance agreement dated on or about June 7, 1999 between DIRECTV, Inc. (an Affiliate of DIRECTV) and XM, as it may be amended from time to time. Disinterested. means when used in respect of a director, a director who does not have a direct or indirect interest in the terms or nature of the transaction to be entered into (other than as a stockholder of the Company), it being understood that directors of an Affiliate of the Person that designated a director that is not deemed to be Disinterested shall not be deemed to be Disinterested. Excluded Securities. means any (a) Common Stock or Convertible Securities outstanding as of the date hereof and any Common Stock issuable upon exercise of such Convertible Securities, (b) Common Stock or Convertible Securities issued under a Qualifying Stock Plan and (c) Common Stock or Convertible Securities issued to Persons who are not Affiliates of the Company as partial consideration for senior debt financing, equipment lease financing or underwritten High Yield Debt financing pursuant to a registered public offering under the Securities Act or pursuant to Rule 144A thereunder. - 5 - PAGE FCC. means the Federal Communications Commission, or successor agency thereof. GM Warrant. has the meaning specified in the recitals hereto. High Yield Debt. means secured or unsecured debt securities issued by the Company or a wholly owned Subsidiary of the Company in a registered public offering or an offering to Qualified Institutional Buyers and/or institutional Accredited Investors under Rule 144A of the Securities Act of at least $50 million after the Series C Closing Date, with or without attached warrants or quasi-equity rights issued by the Company or a Subsidiary of the Company. Investors. means the Persons specified in the Preamble. Non-Public Capital Stock. means Capital Stock that the Company intends to issue without registration under the Securities Act. Notice of Proposed Issuance. has the meaning specified in Section 6. Offered Non-Public Capital Stock. has the meaning specified in Section 6. Permitted Transferees. means each transferee of any Capital Stock, with the transfer being made in compliance with the provisions hereof. Person. means any individual, partnership, corporation, joint venture, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof. Private Financing Transaction. means a private placement or similar transaction which provides financing to the Company in the amount of $25,000,000 or more, excluding the Concurrent Financing Transactions and Concurrent Financing Transactions Issuances and transactions in which (i) the only investors are Persons that have, or following such transaction will have, substantive business relationship with the Company (other than the ownership of securities of the Company or its Subsidiaries) and (ii) the consideration received by the Company does not consist solely of cash. Qualified Institutional Buyer. has the meaning specified in Rule 144A promulgated under the Securities Act. Qualifying Stock Plan. means, collectively, all approved stock incentive plans for employees, consultants and non-employee directors, provided that (i) issuances under a Qualifying Stock Plan do not exceed 10% in the aggregate of the shares of Common Stock Deemed Outstanding and (ii) such Qualifying Stock Plan has been approved by a compensation committee of the Board of Directors or the full Board of Directors, which, in either case, shall include at least one director designated by the Original Investors and which approval shall include the approval of such director so designated. Right of First Offer. means the rights granted to each Investor pursuant to Section 6.1 hereof. - 6 - PAGE Securities Act. means the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. Series A Convertible Preferred Stock. means the Series A Convertible Preferred Stock, par value $1.00 per share, of the Company having zero (0) votes per share. Series B Convertible Preferred Stock. means the Series B Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company having zero (0) votes per share. Series C Closing Date. means August 8, 2000. Series C Convertible Preferred Stock. means the Series C Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company, having the same voting rights as the Class A Common Stock determined on an as converted basis. Subsidiary. means, with respect to any Person, any corporation, association or other business entity of which more than fifty percent (50%) of the voting power of the outstanding Capital Stock is owned, directly or indirectly, by such Person or one or other Subsidiaries of such Person. TCM Group. means Columbia, Madison and Telcom. TCM. means TCM, LLC, a Delaware limited liability company. TCM Operational Assistance Agreement. means the operational assistance agreement dated on or about August 8, 2000 between TCM and the Company, as amended by the parties from time to time. ARTICLE II. COMPLIANCE WITH COMMUNICATIONS ACT Section 2.1 Conduct of Business. The Company, XM and XM Radio Inc. shall, and the Company shall cause XM and its Subsidiaries to, conduct their business in such manner as to comply with all applicable laws and regulations (including but not limited to the Communications Act of 1934, as amended (the "Communications Act"), and the rules and regulations of the FCC). Section 2.2 Cooperation of Investors. The Company and the Investors agree to work cooperatively in connection with the preservation, maintenance and any extension or renewal by XM Radio Inc. of its SDARS license and to provide (and to cause the Company to provide), with reasonable promptness, such information, and assist in making all filings, as may be required or appropriate in accordance with the Communications Act, FCC rules, regulations, and processes to preserve, maintain and extend or renew XM Radio Inc.'s SDARS license. - 7 - PAGE Section 2.3 Regulatory Approvals. To the extent that any regulatory approval, notification or other submission or procedure is required or customarily provided in connection with the exercise of any right or obligations as set forth in this Agreement with respect to the transfer or assignment of Capital Stock or changes to the Boards of Directors or appointment rights of such directors (including, but not limited to, FCC approvals (if required) and applicable securities laws), such transfer or assignment of Capital Stock or changes pursuant to this Agreement will be delayed and will only take place after such approval, notification or other submission or procedure has been obtained, submitted or completed. ARTICLE III. BOARD OBSERVATION. OPERATIONAL INVOLVEMENT Section 3.1 Observation Rights. (a) For such time as any of GM and DIRECTV (i) continues to hold, in the aggregate, in excess of 5% of the Common Stock Deemed Outstanding, or (ii) retains the full amount of its original investment in the Company (whether or not converted into shares of Series A Convertible Preferred Stock or Class A Common Stock), GM and DIRECTV together shall be allowed one observer at Board of Directors meetings to represent whichever company does not have a representative serving on the Board of Directors at that time. (b) For such time as any of Columbia and Madison (i) continues to hold in excess of 2% of the Common Stock Deemed Outstanding, or (ii) retains at least 50% of its investment in the Company as of the Series C Closing Date, such Investor shall be allowed to have an observer at Board of Directors meetings so long as such company does not have an Affiliate serving as a member of the Board of Directors at that time. (c) For such time as Clear Channel (i) continues to hold in excess of 5% of the Common Stock Deemed Outstanding, or (ii) retains the full amount of its original investment in the Company, Clear Channel shall be allowed an observer at Board of Directors meetings. (d) For such time as Honda (i) retains at least 25% of its investment, including debt and equity securities, in the Company (measured by the purchase price paid by Honda for such securities and without regard to (A) whether or not such securities have been converted into any other security of the Company or (B) the current market value of any such securities) as of the date hereof and (ii) Honda does not have an Affiliate serving as a member of the Board of Directors, Honda shall be allowed an observer at Board of Directors meetings. Section 3.2 Operational Involvement of Clear Channel, DIRECTV and the TCM Group. (a) For such time as Clear Channel (i) continues to hold in excess of 5% of the Common Stock Deemed Outstanding, or (ii) retains the full amount of its original investment in the Company, the Company agrees that Clear Channel shall have operational rights and involvement as set forth in the Clear Channel Operational Assistance Agreement, provided that - 8 - PAGE such rights and involvement shall terminate if Clear Channel ceases to be a wholly-owned subsidiary of Clear Channel Communications, Inc. (b) For such time as DIRECTV (i) continues to hold in excess of 5% of the Common Stock Deemed Outstanding, or (ii) retains the full amount of its original investment in the Company, (whether or not converted into shares of Series A Convertible Preferred Stock or Class A Common Stock), the Company agrees that DIRECTV, Inc. shall have operational rights and involvement as set forth in the DIRECTV Operational Assistance Agreement. Solely during such time as DIRECTV remains a wholly owned subsidiary of Hughes Electronics Corporation, any Capital Stock transferred to Hughes Electronics Corporation by DIRECTV (and held by Hughes Electronics Corporation) shall be treated as Capital Stock held by DIRECTV, for purposes of the preceding sentence. (c) For such time as Columbia and Madison (i) continue to hold, in the aggregate, in excess of 5% of the Common Stock Deemed Outstanding, or (ii) retain, in the aggregate, at least 50% of their investment in the Company as of the Series C Closing Date, the Company agrees that the TCM Group shall have operational rights and involvement as set forth in the TCM Operational Assistance Agreement. ARTICLE IV. CERTAIN REPRESENTATIONS Each Party hereby represents and warrants on behalf of itself to each other Party that. Section 4.1 Existence and Power. To the extent such Party is an entity. (a) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. (b) it has the power and authority to own its assets, carry on its business and execute, deliver, and perform its obligations under this Agreement. and (c) it is duly qualified to do business and is licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license except where such failure to qualify would not have a material adverse effect on the business or financial condition of such Party. Section 4.2 Due Authorization. No Contravention. To the extent such Party is an entity, the execution, delivery and performance by it of this Agreement have been duly authorized by all necessary action, and do not and will not. (a) Breach or violate the terms of its certificate of incorporation (or similar constituent document) or bylaws (or similar constituent document). (b) Breach or violate the terms of any material agreement to which it is party. or - 9 - PAGE (c) Violate any law or regulation applicable to it, including but not limited to the Communications Act and the rules and regulations promulgated from time to time by the FCC. To the extent such Party is an individual, the execution, delivery and performance by him of this Agreement does not and will not breach or violate the terms of any material agreement to which he is a party or violate any law or regulation applicable to him. Section 4.3 Binding Effect. This Agreement has been duly authorized (to the extent such Party is an entity), executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). ARTICLE V. CONSENT REQUIREMENTS Section 5.1 Investor Approval Rights. For so long as an aggregate of at least 50% of the original aggregate principal amount of the Notes at maturity continues to be held by the Note Investors, the affirmative vote or consent of Note Investors holding greater than 75% of the aggregate principal amount at maturity of the then outstanding Notes, voting as a separate class, will be required for the following actions. (a) Any amendment, alteration or repeal of any provision of the Certificate of Incorporation (including any certificate of designations) or By-laws of the Company or any of its Subsidiaries that is material to the rights of the Note Investors. (b) Any increase in the outstanding number of shares of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock or the Series C Convertible Preferred Stock, except for increases in connection with anti-dilution adjustments under the terms of such securities. (c) The issuance of Common Stock or securities convertible into Common Stock, (excluding Common Stock issued in respect of (1) Convertible Securities outstanding on the date hereof, (2) securities issued as payment of or in lieu of a dividend or interest payment on securities outstanding on the date hereof and (3) any securities issued pursuant to the agreements contemplated by or which implement the Concurrent Financing Transactions), which would increase the number of shares of Common Stock Deemed Outstanding on the date hereof (after giving effect to the Concurrent Financing Transactions and the Concurrent Financing Transactions Issuances) by 20% or more in one or more than one issuance. - 10 - PAGE (d) The incurrence by the Company or any of its Subsidiaries of any indebtedness or the issuance of any securities, in each case, that contain financial, operational or subscriber maintenance or milestone covenants that if not met would put the Company or any of its Subsidiaries in default under the terms of any indebtedness or securities. (e) The declaration and payment of any dividends on, or the making of any distribution with respect to, any securities junior to or pari passu with the Notes, other than dividends consisting solely of Class A Common Stock to the holders of Series B Convertible Preferred Stock or the Series C Convertible Preferred Stock to the extent such dividends are required to be paid by the terms of such securities. (f) Any merger or consolidation or sale, transfer, assignment, conveyance or other disposition to a third party of all or substantially all of the properties or assets of the Company or any of its Subsidiaries in one or more related transactions. (g) The dissolution of the Company or any Subsidiary or adoption of a plan of liquidation for the Company or any Subsidiary. (h) The purchase, redemption or other acquisition or retirement by the Company or any Subsidiary for value (including, in connection with any merger or reorganization) of any securities of the Company or any Subsidiary, except that (i) the Company or XM may repurchase or redeem up to 35% of XM's 14% Senior Secured Discount Notes due 2010 (or such applicable percentage as may be required upon a change of control) and exercise any similar option to repurchase or redeem contained in future issuances of High Yield Debt, (ii) the Company or XM may undertake any redemption under any of the documents contemplated by the Concurrent Financing Transactions, including without limitation, an offer to purchase in connection with a change of control, and (iii) the Company may redeem its equity securities in an aggregate amount not to exceed $5 million. (i) any change in the terms of the Notes or any securities or debt obligations of the Company or its Subsidiaries ranking senior to or on a parity with the Notes (other than with respect to the Company's credit agreement with Boeing Capital Corporation and the Company's mortgage with respect to its headquarters facility) or any change in the terms of securities or debt obligations ranking junior to the Notes as to right of payment or priority with respect to the collateral securing the Notes that increases the seniority of such junior securities or debt obligations so that they rank senior to or on a parity with the Notes. provided, that (a) any change in the terms of the New Notes that is not adverse to the GM Notes shall require only the approval of 75% of the aggregate principal amount at maturity of the then outstanding New Notes and (b) any change in the terms of the GM Notes that is not adverse to the New Notes shall require only the approval of GM. - 11 - PAGE (j) Any action that results in any agreement, arrangement or understanding that would impose material restrictions on the Company's or any of its Subsidiary's ability to honor the exercise of any rights of the Note Investors or violate or conflict with, rights of the Note Investors. (k) The making of loans or advances to, transferring properties to, or guaranteeing any indebtedness of the Company's Subsidiaries other than Subsidiaries directly engaged in the satellite radio business. (l) Any change in the principal nature of the business of the Company and its Subsidiaries, taken as a whole, to a business other than the satellite radio business or a business substantially related thereto. (m) any payments to, or any sale, lease, transfer or other disposition of any of the Company's or any of its Subsidiaries' properties or assets to, or purchase of any property or assets from, or entering into or making or amending any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless the following are complied with. (i) Such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person. and (ii) the Company delivers to the Note Investors. (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this clause (m) and, if an opinion meeting the requirements of clause (B) below has not been obtained, that such Affiliate Transaction has been approved by a majority of the Disinterested members of the Board of Directors with respect to such Affiliate Transaction. and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million or any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million where none of the members of the Board of Directors qualifies as Disinterested, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. - 12 - PAGE The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of this clause (m). (1) any transaction by the Company or any of its Subsidiaries with an Affiliate directly related to the purchase, sale or distribution of products in the ordinary course of business consistent with industry practice which has been approved by a majority of the members of the Board of Directors of the Company who are Disinterested with respect to such transaction. (2) any employment agreement or arrangement or employee benefit plan entered into or instituted by the Company or any of its Subsidiaries in the ordinary course of business of the Company or Subsidiary and which has been approved by a majority of the members of the Board of Directors of the Company who are Disinterested with respect to such transaction. (3) transactions between or among the Company and/or its wholly-owned Subsidiaries. (4) payment of reasonable directors fees and the provision of customary indemnification to directors, officers and employees of the Company and its Subsidiaries. (5) contractual arrangements existing on the date hereof, and any renewals, extensions, implementations or modifications thereof that are not materially adverse to the Note Investors that have been approved by a majority of the members of the Board of Directors of the Company who are Disinterested with respect to such transaction. (n) Entering into any transaction that would result in any Subsidiary of the Company material to the Company's satellite radio business not being wholly owned, directly or indirectly, by the Company other than pledges of the common stock of any Subsidiary of the Company permitted pursuant to the Note Purchase Agreement in connection with the Concurrent Financing Transactions. (o) Any optional redemption, repurchase or other acquisition of debt or equity securities or other debt obligations for cash of the Company or any Subsidiaries of the Company, which securities or obligations are pari passu with or junior to the Notes in right of payment, except to the extent permitted by (h) above. (p) Any authorization, creation, reclassification or issuance of any debt or equity securities or other debt obligations senior to (or otherwise having a preference over) or ranking pari passu with the Notes in right of payment or priority with - 13 - PAGE respect to the security provided therefor or otherwise other than as permitted by the Concurrent Financing Transactions documents as in effect on the date hereof. or (q) Agreeing or committing to do any of the foregoing. Section 5.2 Consent Rights Non-transferable. The consent rights conferred upon the Note Investors pursuant to Section 5.1 hereof are personal to the Note Investors and shall not be assignable or otherwise transferable other than to an Affiliate of a Note Investor or another Note Investor. ARTICLE VI. RIGHT OF FIRST OFFER. ANTIDILUTION PROTECTION Section 6.1 Right of First Offer. The Company shall only issue Non-Public Capital Stock in a Private Financing Transaction in accordance with the following terms. (a) The Company shall not issue any Non-Public Capital Stock in a Private Financing Transaction unless it first delivers to each Investor who is then an Eligible Purchaser (as defined below) and who, in the case of Note Investors, purchases at least $10 million in aggregate principal amount at maturity of New Notes at the closing of the Concurrent Financing Transactions (each such Person being referred to in this Section 6 as a "Buyer"), a written notice (the "Notice of Proposed Issuance") specifying the type and total number of such shares of Non-Public Capital Stock that the Company then intends to issue (the "Offered Non-Public Capital Stock"), all of the material terms, including the price upon which the Company proposes to issue the Offered Non-Public Capital Stock and stating that the Buyers shall have the right to purchase the Offered Non-Public Capital Stock in the manner specified in this Section 6.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance. (b) For a period of ten (10) calendar days from the date the Company delivers to all of the Buyers the Notice of Proposed Issuance (the "Ten Day Period"), the Buyers may elect to subscribe to purchase Offered Non-Public Capital Stock at the same price per share and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Non-Public Capital Stock must give written notice of its election to the Company prior to the expiration of the Ten Day Period. If the Offered Non-Public Capital Stock is being offered as part of an investment unit together with debt or other instruments, any election by a Buyer to purchase Offered Non-Public Capital Stock shall also constitute an election to purchase a like portion of such debt or other instruments. (c) Each Buyer shall have the right to purchase that number of shares of the Offered Non-Public Capital Stock as shall be equal to the number of shares of the Offered Non-Public Capital Stock multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then held by such Buyer plus all shares of Common Stock issuable upon conversion of all Convertible Securities then held by such Buyer and the denominator of which - 14 - PAGE shall be the aggregate number of shares of Common Stock Deemed Outstanding. The amount of such Offered Non-Public Capital Stock that each Buyer is entitled to purchase under this Section 6 shall be referred to as its "Proportionate Share." (d) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Non-Public Capital Stock, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Non-Public Capital Stock not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Non-Public Capital Stock by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Non-Public Capital Stock available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (e) If all of the Offered Non-Public Capital Stock has not been subscribed for by the Buyers pursuant to the foregoing provisions, then the Company shall have the right, until the expiration of one-hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Non-Public Capital Stock not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Non-Public Capital Stock is not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Non-Public Capital Stock. (f) The Company may proceed with the issuance of Non-Public Capital Stock without first following the foregoing procedures provided that within ten (10) days following the issuance of such Non-Public Capital Stock, the Company or the purchaser of the Non-Public Capital Stock undertakes steps substantially similar to those described above to offer to all Buyers the right to purchase from such purchaser or from the Company such amount of such Non-Public Capital Stock at the same price and terms applicable to the purchaser's purchase thereof as is necessary for the Buyers to maintain the same ownership percentage of the Company on a fully diluted basis as existed prior to such issuance of Non-Public Capital Stock. (g) Notwithstanding the foregoing, the Right of First Offer described in this Section 6 shall not apply with respect to the issuance of Excluded Securities or to any Investor who is not an Eligible Purchaser. For purposes of this Section 6, any Investor shall be an "Eligible Purchaser" with respect to a proposed issuance of Non-Public Capital Stock if such Investor meets the Company's reasonable requirements for investors generally (such as being an Accredited Investor or Qualified Institutional Buyer) to purchase Non-Public Capital Stock in the particular Private Financing Transaction. (h) The rights granted under this Section 6.1 are personal to the Investors and shall not be assignable or otherwise transferable other than to an Affiliate of an Investor. - 15 - PAGE Section 6.2 Antidilution Protection. (a) In the event that, at a time when Series C Convertible Preferred Stock is then outstanding, the Company grants any Antidilution Protection to any purchaser(s) of 1% or more (on a fully diluted basis) of the Capital Stock which would (if granted to the holders of the Series C Convertible Preferred Stock) be materially more favorable (taken as a whole) to the holders of the Series C Convertible Preferred Stock than the Antidilution Protection then applicable to the Series C Convertible Preferred Stock (a "New Antidilution Protection"), then if the holders of a majority of the Series C Convertible Preferred Stock outstanding so elect by written notice to the Company, the Company and the Series C Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide (and the Investors and their Permitted Transferees, other than Permitted Transferees of Common Stock sold pursuant to an effective registration statement or Rule 144 or Rule 145 under the Securities Act of 1933, as amended) shall vote in favor of any amendment to the Certificate of Designation of the Series C Convertible Preferred Stock which may be necessary), as nearly as practicable under the circumstances and consistent with the other terms of Certificate of Designation for the Series C Convertible Preferred Stock, the New Antidilution Protection to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock. (b) In the event that a New Antidilution Protection is granted to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock, if the Note Investors holding a majority of the outstanding aggregate principal amount at maturity of the New Notes so elect, the Company and the Note Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide, as nearly as practicable under the circumstances and consistent with the GM Note Purchase Agreement, the New Note Purchase Agreement, the Notes and this Agreement, the New Antidilution Protection to the Note Investors. ARTICLE VII. MISCELLANEOUS Section 7.1 Amendment and Restatement. This Agreement hereby restates, amends and supersedes the 2000 Agreement. Section 7.2 Notices. Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be deemed properly served if. (i) mailed by registered or certified mail, return receipt requested, (ii) delivered by a recognized overnight courier service, (iii) delivered personally, or (iv) sent by facsimile transmission addressed to each Party at its address for notices specified on Schedule I attached hereto, or at such other address, or to the attention of such officer, as any Party shall have furnished to each other Party in writing pursuant to this Section 7.2. Such notice shall be deemed to have been received. (i) three (3) Business Days after the date of mailing if sent by certified or registered mail, (ii) one (1) Business Day after the date of delivery if sent by overnight courier, - 16 - PAGE (iii) the date of delivery if personally delivered, or (iv) the next succeeding Business Day after transmission by facsimile with confirmation of receipt. Section 7.3 Amendment. Any term of this Agreement may be amended only with the written consent of (a) the Company, (b) Investors holding, (i) in the case of amendments to provisions of this Agreement generally, 75% of the aggregate of the Common Stock Deemed Outstanding held by Investors, and (ii) in the case of any non-material change or technical correction of this Agreement, a majority of the aggregate of the Common Stock Deemed Outstanding held by Investors, (c) in the case of amendments to Section 6.1 or 6.2(a) of this Agreement, in addition to the consents listed in clauses (a) and (b) of this Section, at least 66-2/3% of the aggregate of the Common Stock Deemed Outstanding held by Series C Investors, (d) in the case of amendments to Section 6.1 or 6.2(b) of this Agreement, in addition to the consents listed in clauses (a) and (b) of this Section, at least 66-2/3% of the aggregate principal amount at maturity of the then outstanding Notes, and (e) in the case of amendments to Section 5.1 of this Agreement, in addition to the consents listed in clauses (a) and (b) of this Section, greater than 75% of the aggregate principal amount at maturity of the then outstanding Notes held by the Note Investors. provided, however, that in the event the rights, preferences or obligations hereunder of one or more Investors are being amended in a manner that is materially adverse to such Investors and in a manner that is different from those of other Investors, such rights, preferences or obligations may be so amended only with the consent of the Investors holding at least 75% in the aggregate of the Common Stock Deemed Outstanding held by Investors whose rights, preferences or obligations are being materially adversely amended in such different manner. Any amendment effected in accordance with this Section 7.3 shall be binding upon each Investor and the Company. Section 7.4 Specific Performance. Each Party acknowledges (i) that it will be impossible to measure in money the damage to each other Party if any of them or any legal representative of any Party fails to comply with any of the provisions of this Agreement, (ii) that every such provision is material, and (iii) that in the event of any such failure, the Company and the Investors will not have an adequate remedy at law or in damages. Accordingly, each Party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved Party without the posting of any bond or other security, to compel specific performance of all of the terms hereof and to prevent any disposition of shares of Capital Stock in contravention of any terms of this Agreement, and waives any defense thereto, including, without limitation, the defenses of (i) failure of consideration, (ii) breach of any other provision of this Agreement and (iii) availability or relief in damages. Section 7.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISIONS THEREOF. EACH OF THE PARTIES ACKNOWLEDGES THAT (i) IT IS A KNOWLEDGEABLE, INFORMED, SOPHISTICATED BUSINESS ENTITY CAPABLE OF UNDERSTANDING AND EVALUATING THE PROVISIONS SET FORTH IN THIS AGREEMENT, INCLUDING THIS SECTION 7.5, AND (ii) IT HAS BEEN REPRESENTED - 17 - PAGE BY SUCH COUNSEL AND OTHER ADVISORS OF ITS CHOOSING AS IT HAS DEEMED APPROPRIATE IN CONNECTION WITH ITS DECISION TO ENTER INTO THIS AGREEMENT. Section 7.6 Parties In Interest. This Agreement shall be binding upon and shall inure to the benefit of each Party and their respective successors and assigns as provided for herein, and by their signatures hereto, and each Party intends to and does hereby become bound. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the Parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or in or in respect of this Agreement or any provision herein contained. Section 7.7 Severability of Provisions. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Section 7.8 Plural. Singular. When used herein, the singular of each term includes the plural and the plural of each term includes the singular. Section 7.9 Counterparts. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one agreement and any Party hereto may execute this Agreement by signing any such counterpart. Section 7.10 Descriptive Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Section 7.11 Future Assurances. Each Party shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the Parties as expressed herein. Section 7.12 Termination. This Agreement shall be immediately terminated upon any of the following. (i) the unanimous written consent to the termination hereof by the Parties hereto, (ii) the dissolution, bankruptcy or receivership of the Company, or (iii) at such time as only one (1) Investor remains a Party hereto. This Agreement shall be immediately terminated as to any Party that transfers all of its Capital Stock to any Person that is not an Affiliate of such Party. - 18 - PAGE IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly signed as of the date first above written. XM SATELLITE RADIO HOLDINGS INC. By. /s/ Joseph M. Titlebaum us. Name. Joseph M. Titlebaum Title. Senior Vice President, General Counsel and Secretary BARON ASSET FUND on behalf of THE BARON ASSET FUND SERIES By. /s/ Linda Martinson us. Name. Linda Martinson Title. Vice President and General Counsel BARON ASSET FUND on behalf of THE BARON iOPPORTUNITY FUND SERIES By. /s/ Linda Martinson us. Name. Linda Martinson Title. Vice President and General Counsel BARON CAPITAL FUND TRUST on behalf of THE BARON CAPITAL ASSET FUND SERIES By. /s/ Linda Martinson us. Name. Linda Martinson Title. Vice President and General Counsel CLEAR CHANNEL INVESTMENTS, INC. By. /s/ Randall T. Mays us. Name. Randall T. Mays Title. Executive Vice President Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE MOTIENT CORPORATION By. /s/ Lon Levin us. Name. Lon Levin Title. Vice President GENERAL MOTORS CORPORATION By. /s/ R. J. Harries us. Name. R. J. Harries Title. DIRECTV ENTERPRISES, LLC By. /s/ Michael W. Palkovic us. Name. Michael W. Palkovic Title. Senior Vice President MADISON DEARBORN CAPITAL PARTNERS III, L. P. By Madison Dearborn Partners III, L. P., its general partner By Madison Dearborn Partners LLC, its general partner By. /s/ James N. Perry, Jr. us. Name. James N. Perry, Jr. Title. Managing Director MADISON DEARBORN SPECIAL EQUITY III, L. P. By Madison Dearborn Partners III, L. P., its general partner By Madison Dearborn Partners LLC, its general partner By. /s/ James N. Perry, Jr. us. Name. James N. Perry, Jr. Title. Managing Director SPECIAL ADVISORS FUND I, LLC By Madison Dearborn Partners III, L. P., its manager By Madison Dearborn Partners LLC, its general partner By. /s/ James N. Perry, Jr. us. Name. James N. Perry, Jr. Title. Managing Director Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE TABLE S C AEA XM INVESTORS I LLC AEA XM INVESTORS II LLC By XM Investors I LP, its Sole Member By XM Investors II LP, its Sole Member By AEA XM Investors Inc., its General Partner By AEA XM Investors Inc., its General Partner By. /s/ Christine J. Smith By. /s/ Christine J. Smith us. us. Name. Christine J. Smith Name. Christine J. Smith Title. Vice President Title. Vice President AEA XM INVESTORS IA LLC AEA XM INVESTORS IIA LLC By XM Investors IA LP, its Sole Member By XM Investors IIA LP, its Sole Member By AEA XM Investors Inc., its General Partner By AEA XM Investors Inc., its General Partner By. /s/ Christine J. Smith By. /s/ Christine J. Smith us. us. Name. Christine J. Smith Name. Christine J. Smith Title. Vice President Title. Vice President TELCOM--XM INVESTORS, L. L.C. By. /s/ Rajendra Singh us. Name. Rajendra Singh Title. President COLUMBIA XM SATELLITE PARTNERS III, LLC COLUMBIA XM RADIO PARTNERS, LLC By Columbia Capital L. L.C., its Managing Member By. /s/ James B. Fleming, Jr. By. /s/ James B. Fleming, Jr. us. us. Name. James B. Fleming, Jr. Name. James B. Fleming, Jr. Title. Vice President Title. Vice President COLUMBIA CAPITAL EQUITY PARTNERS III COLUMBIA CAPITAL EQUITY PARTNERS II (QP), L. P. (QP), L. P. By Columbia Capital Equity Partners III, L. P., its By Columbia Capital Equity Partners III, L. P., General Partner its General Partner By. /s/ James B. Fleming, Jr. By. /s/ James B. Fleming, Jr. us. us. Name. James B. Fleming, Jr. Name. James B. Fleming, Jr. Title. Vice President Title. Vice President /TABLE Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE BLACK BEAR FUND I, L. P., a California BLACK BEAR FUND II, L. L.C., a limited partnership California limited liability company By Eastbourne Capital Management, By Eastbourne Capital Management, L. L.C., its general partner L. L.C., its manager By. /s/ Eric M. Sippel By. /s/ Eric M. Sippel us. us. Eric M. Sippel Eric M. Sippel Chief Operating Officer Chief Operating Officer BLACK BEAR OFFSHORE MASTER FUND LIMITED, a Cayman Islands exempted company By Eastbourne Capital Management, L. L.C., its investment adviser and attorney in fact By. /s/ Eric M. Sippel us. Eric M. Sippel Chief Operating Officer HEARST COMMUNICATIONS, INC., a Delaware corporation By. /s/ Kenneth A. Bronfin us. Name. Kenneth A. Bronfin Title. President, Hearst Interactive Meadia, a division of Hearst Communications, Inc. AMERICAN HONDA MOTOR CO., INC. By. /s/ Thomas G. Elliott us. Name. Thomas G. Elliott Title. Executive Vice President Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE BAYSTAR CAPITAL II, L. P. By BayStar Capital Management, LLC, its general partner By. /s/ Lawrence Goldfarb us. Name. Lawrence Goldfarb Title. Managing Member BAYSTAR INTERNATIONAL II LTD. By BayStar Capital Management LLC, its investment manager By. /s/ Lawrence Goldfarb us. Name. Lawrence Goldfarb Title. Managing Member ROYAL BANK OF CANADA By its agent, RBC Dominion Securities Corporation By. /s/ Steven C. Milke us. Name. Steven C. Milke Title. Managing Director By. /s/ Richard J. Tavoso us. Name. Richard J. Tavoso Title. Managing Director SUPERIUS SECURITIES GROUP, INC. MONEY PURCHASE PLAN By. /s/ James Hudgins us. Name. James Hudgins Title. Trustee SF CAPITAL PARTNERS, LTD., a British Virgin Islands company By. /s/ Brian H. Davidson us. Name. Brian H. Davidson Title. Authorized Signatory Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE MICHAEL W. HARRIS /s/ Michael W. Harris us. PAUL GREENWALD /s/ Paul Greenwald us. HUGHES ELECTRONICS CORPORATION By. /s/ Patrick T. Doyle us. Name. Patrick T. Doyle Title. Vice President, Treasurer and Controller AVDAN PARTNERS, L. P. By. /s/ Mark B. Friedman us. Name. Mark B. Friedman Title. President, MBG Capital Management, Inc. Its Managing General Partner JOHN DEALY /s/ John Dealy us. Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE A. R. SANCHEZ, JR. /s/ A. R. Sanchez, Jr. us. GEORGE HAYWOOD /s/ George Haywood us. TABLE S C PRISM PARTNERS OFFSHORE FUND PRISM PARTNERS I, L. P. By. Weintraub Capital Management LLC, By. Weintraub Capital Management LLC, its Investment Manager its Investment Manager By. /s/ Jerald M. Weintraub By. /s/ Jerald M. Weintraub us. us. Name. Jerald M. Weintraub Name. Jerald M. Weintraub Title. Managing Partner Title. Managing Partner /TABLE PRISM PARTNERS II OFFSHORE FUND By. Weintraub Capital Management LLC, its Investment Manager By. /s/ Jerald M. Weintraub us. Name. Jerald M. Weintraub Title. Managing Partner EVEREST CAPITAL MASTER FUND L. P. By. Everest Capital Limited, its general partner By. /s/ Malcolm Scott us. Name. Malcolm Scott Title. Chief Ooperating Officer EVEREST CAPITAL SENIOR DEBT FUND L. P. By. Everest Capital Limited, its general partner By. /s/ Malcolm Scott us. Name. Malcolm Scott Title. Chief Operating Officer Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE U. S. TRUST COMPANY By. /s/ David J. Williams us. Name. David J. Williams Title. Managing Director NEERA SINGH and RAJENDRA SINGH JTWROS /S/ Neera Singh us. /s/ Rajendra Singh us. HERSH RAJ SINGH EDUCATIONAL TRUST By. /s/ Neera Singh us. Name. Neera Singh Title. TRUSTEE SAMIR RAJ SINGH EDUCATIONAL TRUST By. /s/ Neera Singh us. Name. Neera Singh Title. TRUSTEE R. STEVEN HICKS /s/ R. Steven Hicks us. ONSTAR CORPORATION By. /s/ Kenneth D. Enborg us. Name. Kenneth D. Enborg Title. V. P. and General Counsel Signature Page to Second Amended and Restated Shareholders and Noteholders Agreement PAGE EXHIBIT A ADDITIONAL NOTE PURCHASERS AEA AEA XM Investors IA LLC AEA XM Investors IIA LLC Columbia Capital Columbia Capital Equity Partners II (OP), L. P. Columbia XM Radio Partners, LLC Columbia Capital Equity Partners III (OP), L. P. Columbia XM Satellite Partners III, LLC Hughes Electronics Corporation George Haywood Hearst Communications, Inc. BayStar Group BayStar Capital II, LP BayStar International II, Ltd. Royal Bank of Canada America Honda Motor Co., Inc. Superius Securities Group, Inc. Money Purchase Plan John Dealy Avdan Partners, L. P. Michael W. Harris Paul Greenwald SF Capital Partners, Ltd. Neera Singh and Rajendra Singh JWTROS Hersh Raj Singh Educational Trust Samir Raj Singh Educational Trust A. R. Sanchez, Jr. Prism Partners Offshore Fund Prism Partners II Offshore Fund Prism Partners I, L. P. Everest Capital Master Fund LP Everest Capital Senior Debt Fund LP U. S. Trust Company PAGE SCHEDULE I NAMES, ADDRESSES AND FACSIMILE NUMBERS OF PARTIES TABLE S C C The Company. XM Satellite Radio Holdings Inc. us. 1500 Eckington Place, N. E. Washington, DC 20002 Attention. Joseph M. Titlebaum, Esq. Clear Channel. Clear Channel Investments, Inc. us. 200 E. Basse Road San Antonio, TX 78209 Attention. Ken Wyker, Esq. Columbia. Columbia Capital LLC us. 201 North Union Street, Suite 300 Alexandria, Virginia 22314 Attention. Mr. James B. Fleming DIRECTV. DIRECTV Enterprises, Inc. us. 2230 East Imperial Highway El Segundo, CA 90245 Attention. Mr. Steven J. Cox GM. General Motors Corporation us. 100 Renaissance Center Detroit, MI 48265 - 1000 Attention. Anne Larin, Esq. Telcom. Telcom-XM Investors, L. L.C. us. 211 North Union Street, Suite 300 Alexandria, VA 22314 Attention. Hal B. Perkins, Esq. Madison. Madison Dearborn Partners, Inc. us. Three First National Plaza Chicago, Illinois 60602 Attention. Mr. James N. Perry AEA XM. AEA Investors Inc. us. 65 E. 55th Street New York, New York 10022 Attention. General Counsel Black Bear Fund I, L. P. c/o Eastbourne Capital Management, L. L.C. us. Black Bear Fund II, L. L.C. 1101 Fifth Avenue, Suite 160 Black Bear Offshore Master San Rafael, CA 94901 Fund Limited George Haywood c/o Cronin & Vris, LLP us. 380 Madison Avenue 24th Floor New York, New York 10017 /TABLE PAGE TABLE S C C Honda. America Honda Motor Co., Inc. us. 1919 Torrance Boulevard Torrance, California us. Attention. Shinichi Sakamoto Honda North America, Inc. us. 700 Van Ness Avenue Torrance, California 90501 Attention. Law Department U. S. Trust Company 3 Essex Square us. Essex, CT 06426 Hughes Electronics Corporation 200 N. Sepulveda Boulevard us. El Segundo, California 90245 Hearst Communications, Inc. c/o Hearst Interactive Media us. 959 Eighth Avenue New York, New York 10019 Attn. President, Hearst Interactive Media The Hearst Corporation us. 959 Eighth Avenue New York, New York 10019 Attn. General Counsel BayStar Group c/o BayStar Capital Management, LLC us. BayStar Capital II, LP 80 E. Sir Francis Drake Blvd., Suite 2B BayStar International II, Ltd Larkspur, California 94939 Superius Securities Group, Inc. Superius Securities Group, Inc. Money us. Money Purchase Plan Purchase Plan 94 Grand Ave. Englewood, New Jersey 07631 John Dealy c/o XM Satellite Radio Holdings Inc. us. 1500 Eckington Place, NE Washington, District of Columbia us. Avdan Partners, L. P. Avdan Partners, L. P. us. 100 Shoreline Highway, Suite 185-A Mill Valley, California 94941 Michael W. Harris c/o Harris & Panels us. 120 East Washington Street Suite 511 Syracuse, New York 13202 Paul Greenwald c/o Harris & Panels us. 120 East Washington Street Suite 511 Syracuse, New York 13202 SF Capital Partners, Ltd. c/o Staro Asset Management, LLC us. 3600 South Lake Drive /TABLE PAGE TABLE S C C St. Francis, Wisconsin 53235 Attn. Brian H. Davidson Neera Singh and Rajendra Singh JWTROS 7925 Jones Branch Drive us. Hersh Raj Singh Educational Trust Suite 6400 Samir Raj Singh Educational Trust McLean, Virginia 22102 Attn. General Counsel A. R. Sanchez, Jr. 1920 Sandman us. Laredo, Texas 78041 Prism Partners Offshore Fund c/o Weintraub Capital Management LLC Prism Partner I, L. P. 44 Montgomery Street, Suite 4100 Prism Partners II Offshore Fund San Francisco, California 94104 Everest Capital Master Fund LP c/o Everest Capital Limited us. Everest Capital Senior Debt The Bank of Butterfield Building, 6th Floor Fund LP 65 Front Street Hamilton HM 12, Bermuda Attn. Compliance Officer Royal Bank of Canada c/o RBC Dominion Securities Corporation us. 165 Broadway One Liberty Plaza New York NY 10006 Attention. Michael Frommer /TABLE

A decision by Ottawa and at least three provinces to kick in billions of dollars in additional financing for a proposed rescue of $32-billion of seized up asset backed commercial paper is being greeted with cautious optimism from the leader of a group of retail noteholders. This probably will allow this thing to go ahead so it's a step forward, said Brian Hunter, a Calgary oil and gas engineer with about $660,000 of his savings tied up in illiquid ABCP. Hopefully, this will move us toward a successful conclusion. Mr. Hunter is part of a group of about 1,800 individual investors who will get their money back if the restructuring goes ahead. The comments come shortly after the federal government, Quebec and Ontario agreed to an eleventh hour request from a committee spearheading the restructuring to put up nearly $10-billion to meet potential margin calls on the assets underlying the frozen notes. And later on Friday Alberta said it would also contribute to the facility. We had a look at [the proposal] and decided it's necessary to see that Alberta investors don't suffer significant losses, said Bart Johnson, a spokesman for the Alberta finance department. He said the government has yet to decide how much it will put into the pot. Sources said the Caisse de depot et placement, a key player in the ABCP market and the leader of the restructuring committee, has also been asked to join the group as well. A spokesman for the Caisse declined to comment. The offer of government money came less than 24 hours after a group of foreign banks threatened to withdraw their support from the restructuring unless the other parties could agree on a final deal. It is still unclear how much new funding Ottawa and the other players will put up, but observers say the amount will likely be less than the $9.5 billion requested by the Pan-Canadian Investors committee run by Bay Street lawyer Purdy Crawford. They need to come up with enough to get the job done, said Colin Kilgour, an industry expert who is advising a group of corporate noteholders. In terms of the amount, it would not make sense for them to say they'll commit and then not put up enough to get the deal done."The committee, which is spearheaded by the Caisse, has been struggling to restructure the ABCP market ever since it collapsed 16 months ago, but the effort has been plagued by delays and disagreements. In a bid to fend off angry noteholders, the committee thrust the trusts that issued the frozen notes into bankruptcy protection. Despite an Ontario Superior Court decision in the summer approving the workout, the plan has been stuck in limbo. The main hurdle this time is the rising turmoil in financial markets which has caused credit spreads to blow apart to record levels. The new funding would beef up an existing $14-billion margin facility that has already been agreed to by the Caisse and the other backers to support about $18-billion of leveraged credit default swaps that constitute the largest piece of assets underlying the frozen ABCP. The federal government's decision on Friday morning to put taxpayers' dollars on the line marks a reversal from the position it has held since the ABCP market collapsed, when Finance Minister Jim Flaherty said that the restructuring had to be a private sector undertaking. Despite support from Mr. Hunter and other retail investors, the restructuring is bitterly opposed by dozens of corporate holders who will not get their money back. The long term bonds they will receive instead will likely remain illiquid and almost certainly suffer losses by the time they mature about nine years from now. Any government support for the restructuring would constitute favouring one group of Canadian taxpayers at the expense of other such taxpayers, Allan Sternberg, a lawyer for Montreal businessman Hy Bloom said in a letter to Mr. Flaherty. To proceed with the requested backstops would constitute a gross breach of public trust.

THE future of the fund and asset management group Babcock Brown now lies in the hands of its noteholders after it warned yesterday that if they didn't sign up to its latest - and last - rescue plan the ASX-listed company would be placed in administration. As part of the deal the group's business would be dismembered and proceeds given to lenders on a "pay if you can basis" to recover $3.3 billion in borrowings. Holders of BB's subordinated notes would get very little or nothing for their investments. BB's board, which has been involved in two months of negotiations on a do-or-die refinancing package with its banking syndicate, had previously warned that its equity was worthless and shareholders would get nothing from the financial lifeline extended to the group. Its noteholders - who are owed $615 million - have now joined them. Having frozen all dividend payments, BB said it would not be in a position to resume paying interest on its subordinated notes either. The notes, issued at $100 each three years ago, are trading at $5. That statement effectively left it to noteholders to decide whether to keep the group alive, even though they stood to gain almost nothing by doing so. The fact BB's shares had been in a trading halt and then suspended for 20 days had triggered a clause in its arrangements with noteholders so that they could now claim repayment of their initial investments. "BB is considering the implications of this and also a possible restructure of the sudordinated notes," the group said, but added there was no guarantee that such a deal could be achieved. If noteholders rejected the terms of the new financing deal by which its management team would sell its remaining assets over two to three years to pay debt, then the ASX-listed company, Babcock Brown Ltd, would be handed over to administrators "within the coming weeks". However, the group said such a move would not affect the solvency of Babcock Brown International Pty, which owns the assets and owes the $3.3 billion to the banks. Under that scenario, the asset disposal plan would continue, with the management team given two to three years to recover as much as the money as possible when the market may improve enough to get better prices for the businesses.

In Federated Strategic Income Fund v. Mechala Group Jamaica Ltd., the United States District Court for the Southern District of New York granted a preliminary injunction to prohibit a corporation from completing a tender offer for its noteholders. The court granted the injunction on the ground that the changes in the indentures that would be authorized by the exit consents would impair the noteholders' right to sue for payment, in violation of both the indentures governing the notes and the Trust Indenture Act. Mechala, a Jamaican corporation that is a holding company for several operating subsidiaries, realized that it would be unable to repay the full principal amount of $75 million due on certain notes it had issued (the "Notes"). Following extensive negotiation between Mechala and an informal committee of noteholders (the "Creditors' Committee"), the Creditors' Committee, faced with the prospect of what it believed to be imminent liquidation, agreed to Mechala's proposal to a tender offer for the Notes at less than 50% of face value. The tender offer clearly stated that it was part of a corporate and financial restructuring of the company and its subsidiaries. It was conditioned on receipt of exit consents for amendments that would modify the two indentures governing the notes (the "Indentures"), thereby making possible the proposed reorganization. The tender offer provided that, if consent to the amendments is obtained by a vote of the majority of noteholders, Mechala would immediately enter into a series of transactions with its subsidiaries to achieve the planned reorganization. The amendments would have deleted covenants in the Indentures that require Mechala to. (i) maintain an agent for service of process in New York. (ii) consent to jurisdiction in New York. (iii) waive immunities available to the company, (iv) maintain its corporate existence. and (v) have limited ability to conduct transactions with its affiliates. Additionally, the amendments would have eliminated certain events of default designated in the Indentures, including the covenant default, cross-default, judgment default, bankruptcy default, bankruptcy proceedings, and the requirement for subsidiary guarantees. Analyzing the effect of the complex series of transactions that would constitute the proposed reorganization, the court observed that all of Mechala's assets would be transferred to its subsidiaries, control of the subsidiaries would be transferred to another entity, and Mechala would forgive the debt owed to it by its former subsidiaries. After the reorganization, Mechala would be a holding company without assets. Moreover, once the amendments obtained the consent of a majority of noteholders, without further action by Mechala, the subsidiaries would be released and unconditionally discharged from their obligations under the guarantees. Thus, noteholders would be left without meaningful recourse to Mechala and divested of the subsidiary guarantees. Although approximately 77% of the noteholders tendered their Notes and consented to the amendments, Federated Strategic Income Fund and certain of its affiliates, beneficial owners of the Notes, brought suit to enjoin Mechala from closing the tender offer on the ground that the tender offer violates both the Indentures and the Trust Indenture Act of 1939. Federated pointed out that the Indentures afford the same rights contained in section 316(b) of the Trust Indenture Act, which provides that. "the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security . . . or to institute suit for the enforcement of any such payment shall not be impaired or affected without the consent of such holder." Thus, Federated argued that both the Indentures and the Trust Indenture Act require unanimous consent of all noteholders when the right to receive payment of principal and the right to institute suit for the enforcement of payment are impaired. In response, Mechala argued that unanimous consent to the tender offer was not required because the offer neither impaired the noteholders' right to receive payment nor their right to institute suit against the company. Mechala contended that the planned reorganization was separate from the proposed amendments and, therefore, the consent of a simple majority was sufficient to adopt the amendments. Faced with the question of whether the proposed amendments impair the noteholders' right to receive payment or their right to sue for the enforcement of payment, the district court compared the terms of the tender offer to the plain language of the Indentures and the Trust Indenture Act. The court focused on the effect of the amendments, not merely their terms, and observed that Mechala would be able to complete the reorganization described in the offer as soon as the amendments became effective. The court reasoned that Mechala's disposition of all meaningful assets and its simultaneous elimination of the guarantees would effectively eliminate the noteholders' ability to recover and would remove the "safety net" provided by the guarantees, which obviously was an investment consideration from the outset. Having found that a holder wishing to sue for payment upon the Note's maturity "will no longer, as a practical matter, be able to seek recourse from either the assetless defendant or from the discharged guarantors," the court concluded that the offer and proposed amendments would constitute an impairment of the right to sue for payment. Additionally, the court concluded that the noteholders' inability to recover monetary damages as a result of Mechala's planned insolvency constituted irreparable harm. Accordingly, the court granted a preliminary injunction to enjoin Mechala from immediate conclusion of the tender offer. Federated Strategic Income Fund v. Mechala Group Jamaica, Ltd., No. 99 Civ. 10517 HB, 1999 WL 993648, Fed. Sec. L. Rep. (CCH) 6 90,707 (S. D.N. Y. Nov. 2, 1999).

A third objection arises from the fact that this method of protecting note issues involves the maintenance of a permanent public debt. No substitute for national bonds has yet been found, notwithstanding a diligent search in the United States, the tendency of other similar securities* to fluctuate in value rendering them unsafe for such a purpose, unless the margin between the face value of the notes and that of the bonds is made so great as to make the issues unprofitable for the banks. Since a sound financial policy requires the gradual payment of public debts and their complete extinguishment whenever possible, under this system of note protection a government is liable to be confronted with the unpleasant alternative of either undermining its banking system, and thereby seriously interfering with commerce, or of adopting a financial policy which is expensive and wasteful and consequently opposed to the best public interests. The fact that many years may elapse before public debts will diminish to such an extent as to bring such alternatives within the field of vision of most governments does not diminish the force of the objection to one who is considering the relative merits of different methods of protecting noteholders. * Such, for example, as the bonds of minor political divisions, like our states or municipalities, or the stocks and bonds of corporations. B. The safety-fund system. - In accordance with this system banks are required to make contributions to a common fund to be deposited with a public official and preserved for the redemption of the notes of the banks which fail. It was employed at one time in the State of New York, but is at present best exemplified in Canada. Here the contributions aggregate five per cent of the amount of notes outstanding. This sum is kept at the provincial capital, and is employed exclusively in the predemption of the notes of any bank which may fail and whose resources are not adequate for such redemption. Whenever the fund is depleted new contributions are called for until it is completely replenished. This system secures safety quite as well as the one described in the preceding section. It has the further advantage of not limiting in any way the investment activities of the banks and of interfering in no way with the elasticity of their issues. Under it banks are permitted to invest their resources in any form which seems to them desirable. There is no limitation placed upon the amount of their issues, and no special machinery created for the redemption of notes which can interfere with their easy retirement when they become excessive, or their speedy issue in times of need. The chief difficulty of this system consists in the fact that it makes each bank suffer for the failure of any of the others. Wherever the system is applicable, however, this peculiarity should count as an advantage. It creates an esprit de corps among banking institutions which is healthful, and makes it the interest of every bank to look carefully into the operations of its neighbours and to prevent by every possible means the employment of bad practices. No better method of securing sound banking can be conceived than one which makes it the interest of each institution to prevent bad banking on the part of its neighbours. This mutual watchfulness is decidedly healthful and has produced excellent results in Canada. It must be admitted, however, that this peculiarity renders the system inoperative, or at least extremely difficult of operation, in a country like the United States, whose territory is very extended, and in which the number and variety of banks are so great that it is practically impossible for any institution to keep a watchful eye upon all the others. It is probable that few banks in the United States would be willing to enter a system which would make them subject to assessment whenever a bank failure in a remote part of the country took place. In a country, however, in which the banking business is concentrated in the hands of a few large and strong institutions which are intimately connected with each other, the safety-fund system is undoubtedly the best which has yet been devised. C. Issues based on general assets. - It is difficult to describe in a phrase the methods employed in those states in which neither the government-bond nor the safety-fund systems are employed. In general it may be said, however, that bank-note issues in all of these cases are based upon the general assets of the institution rather than upon any special set of securities set apart and mortgaged to noteholders or any cash fund especially devoted to their interests. The German banking system furnishes a good illustration. By imperial legislation bank-note issues are distributed between the Imperial Bank and its branches and a few other institutions in such a way that each bank is permitted to issue a specified quantity of notes, on condition that it shall keep one-third of the amount on hand in cash and two-thirds in bills of exchange running not longer than three months and bearing not less than two solvent names, and that it shall comply with other regulations, which, however, do not especially concern this matter. Any bank which exceeds this specified limit must pay a tax of five per cent per annum to the government on the excess. In this way protection against excessive issues is secured at the same time with adequate elasticity. No special distinction is made between noteholders and depositors in the sense that one class has a lien prior to the other. The object of the legislation is to secure sound banking in all branches, and the assumption is that noteholders as well as depositors will be adequately secured under such circumstances. The Bank of France furnishes another illustration. Like the Bank of Germany, this institution issues its notes on the basis of its general assets, and makes no distinction between depositors and noteholders. As a matter of fact, however, the intimate relation which exists between this bank and the French government amounts to giving its customers special governmental protection. It is well understood in France that the government will not permit the bank to fail, this feeling having a tolerably solid basis in the fact that at several critical periods in the history of the institution the government has come to its rescue and has thus created a precedent which has almost the force of law. Under this system the only method of rendering special protection to noteholders is that of giving them a first lien upon all the assets of the bank in case of failure. This can be regarded as sufficient, however, only in case a high degree of success attends the efforts to safeguard the banking business as a whole. If the various means to this end described in this chapter could be made so efficient as to confine the banking business within legitimate limits and to render exceedingly difficult, if not impossible, the overstraining of bank credit this system would possess great advantages, since it affords protection to depositors as well as to noteholders. So far it has attained complete success only in the cases of the great State systems which have been mentioned. Previous to the establishment of the national banking system, many of the states of the American Union had so unfortunate an experience with it that prejudice against it is widespread throughout the United States. The means by which the system was rendered successful in New England, however, during the very period in which disaster was attending it elsewhere, are often overlooked. Through the efforts of some of the leading banks of that region the so-called Suffolk System was inaugurated, by which a sort of clearing house for bank-notes was established, which put to frequent test the ability of the banks of issue to redeem their notes, and made the banks watchful of each other's methods. The essential feature of the system consisted in making the Suffolk Bank of Boston an intermediary for the delivery to each bank, for redemption in coin or in the payment of balances due it, those of its notes which came into the possession of the other banks in the ordinary course of business. By this means each bank had its own notes returned to it several times a year, and thus the bank-notes of this region were invested with the quality which constitutes one of the peculiarities of checks, namely, that of returning frequently to the place of issue for a test of their validity. It is probable that not all the possibilities of this system under the regime of free banking have been realized and its more extended use when the "bond system" disappears is almost certain. It is noteworthy in this connection that it will become more efficient as the field for the use of deposits expands, inasmuch as the quantity of notes will then bear a smaller proportion to the total assets of the banks, and a first lien will render greater protection. The use of deposits as currency normally increases as population becomes more dense and industry on a large scale develops and spreads into regions which were previously dominated by the farmer, the handworker, and the small tradesman. That this method of protecting noteholders will, therefore, become relatively more efficient as time advances seems highly probable. D. Issues based upon public credit. - It is only necessary to mention this system in order unqualifiedly to condemn it. It consists in an attempt to float bank-notes on the general guarantee of the State that they are good and that the State will pay them in case the bank fails. In the early years of their history several American states tried it, and signally failed. Public credit is too indefinite and unmarketable a thing to serve as the basis of any kind of currency, and bank-notes issued in this way are certain to become practically government notes without the direct backing and control which such notes possess when issued and administered directly by the public treasury. In order to perform their legitimate functions in even an approximately satisfactory manner they must be based upon good mercantile securities or upon bonds of the first class for which the general promise of a State or its signature on the bonds of a private corporation can never be regarded as an adequate substitute. Before closing our discussion of this topic it should be noted that a combination of the safety-fund and general-assets systems is possible. Indeed, this is the Canadian system, noteholders there having a first lien upon all the assets of the bank, as well as the protection of the fund deposited at Ottawa. In Canada, however, it is the safety-fund upon which special reliance is placed. It would be possible, however, to create a system in which this fund would play quite a subordinate role, and in which the emphasis would be placed upon the safeguarding of the bank's ordinary investments. Such a combination might be possible and efficient in cases in which either system alone would be impossible or inadequate.

Omnicom to Pay $50.00 Per $1,000 to Noteholders Who Consent to Certain Amendments to its Liquid Yield Option(TM) Notes Due 2031

NEW YORK, Jan. 22 /PRNewswire-FirstCall/ -- Omnicom Group Inc. (NYSE. OMC) announced today that it is seeking the consent of the holders of its Liquid Yield Option(TM) Notes Due 2031 (the "Notes") to amend the Notes and the related Indenture to, among other things, (i) have noteholders waive their right to contingent cash interest, if payable, from April 30, 2009 through and including January 31, 2012 and (ii) eliminate Omnicom's right to redeem the Notes prior to February 1, 2011. The consent solicitation will expire on February 20, 2009. Pursuant to the consent solicitation, Omnicom will make a cash payment equal to $50.00 per $1,000 aggregate principal amount of Notes, as follows. -- as promptly as practicable after February 11, 2009, to a noteholder who (i) has not, as of immediately following the close of business on February 4, 2009, exercised its right pursuant to the Indenture to require Omnicom to repurchase its Notes (the "Put Right') or, if exercised, has withdrawn such exercise by the close of business on February 6, 2009, and (ii) has delivered and not withdrawn a valid consent to the amendments described above prior to the close of business on February 11, 2009. or -- as promptly as practicable following February 20, 2009 (the expiration date of the consent solicitation), to a noteholder who (i) has not, as of immediately following the close of business on February 4, 2009, exercised its Put Right or, if exercised, has withdrawn such exercise by the close of business on February 6, 2009, and (ii) has delivered and not withdrawn a valid consent to the amendments described above after February 11, 2009 and prior to the close of business on February 20, 2009. This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes, nor is this announcement an offer or solicitation of an offer to sell new securities. The consent solicitation is being made solely by the Consent Solicitation Statement, copies of which are available from Omnicom on its website ( or by calling Omnicom at (212) us. Omnicom Group Inc. (NYSE. OMC) ( Omnicom is a leading global marketing and corporate communications company. Omnicom's branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries. SOURCE Omnicom Group Inc. /CONTACT. Randall Weisenburger, + us. /Web site.

TORONTO, ONTARIO -- (MARKET WIRE) -- 04/25/08 -- (All amounts are in Canadian $) New Gold Inc. (the "Company" or "New Gold") (TSX. NGD)(AMEX. NGD) announced today that it has mailed to the holders of its 10% Subordinated Notes an information circular in connection with the Meeting of Noteholders on May 9, 2008 to approve certain amendments to the Note Indenture dated as of June 27, 2007. The amendments are required to enable New Gold to proceed with the proposed business combination announced on March 31, 2008 (the "Transaction") by which the Company, Metallica Resources Inc. ("Metallica") and Peak Gold Ltd. ("Peak") will combine under the name New Gold Inc. with a market capitalization of approximately U. S.$1.6 billion. The Transaction is subject to shareholder approvals of each company and to the fulfillment of a number of conditions, including the approval of the Noteholders to the proposed amendments to the Note Indenture. Mr. Cliff Davis, the President of the Company, noted. "When the Note Indenture was entered into in June, 2007 the Company had one development project, the New Afton Mine, and no subsidiaries and the Note Indenture reflected this. As the merged company will have several projects and will operate through a number of subsidiaries, certain of the covenants in the Note Indenture as they presently stand would unduly restrict the manner in which the new entity could carry on business while denying to the Company the anticipated improved credit worthiness as a result of the Transaction. Therefore, it is necessary to request the Noteholders to approve certain changes. The directors of New Gold have unanimously recommended that the amendments be approved." The proposed amendments include.

Removing the permit test and replacing it with a more general covenant that the Company shall work diligently toward obtaining and, once obtained, maintaining in good standing, all permits required for the operation of its properties. - Providing for security on the New Afton Project in favour of the Noteholders. - Creating a mechanism for cash flow movement between the Company and the new subsidiaries including mandatory offers to redeem a portion of the Notes annually. - Renaming the Notes as "Senior Secured Notes". - Providing for the issue pro rata to the Noteholders of 4,150,000 warrants to purchase common shares of the Company prior to June 28, 2017 for the exercise price of $15.00 per common share, subject to regulatory approval. and - Certain other technical and housekeeping changes. The changes are described in detail in the Circular mailed to Note holders and filed on SEDAR and the Amended and Restated Indenture is included with the Circular. New Gold has had discussions with institutional holders of the Notes, both with respect to certain housekeeping amendments approved prior to the announcement of the Transaction and with respect to the amendments included in the Amended and Restated Indenture. Marret Asset Management Inc., a significant holder of the Notes, participated in the structuring of the original Note issue and the amendment discussions. Barry Allan, President of Marret, stated that. "The Transaction together with the proposed amendments to the Note Indenture results in a significant enhancement to the credit quality of the Notes. In addition to security being provided over the New Afton Project, the Notes will now be supported by three operating assets, increased operating cash flows, and a significantly stronger balance sheet. We believe that the combination of the three companies along with the proposed amendments will enhance the value to all stakeholders." The March 31, 2008 letter agreement includes a condition precedent in favour of Metallica and Peak, pursuant to which Metallica and Peak will not be obligated to complete the Transaction if the terms of the Notes have not been amended to the satisfaction of Metallica and Peak. The directors of Metallica and Peak have approved the proposed amendments. The amendments will be made pursuant to an Extraordinary Resolution of the Noteholders which requires a quorum of Noteholders representing more than 51% of the principal amounts of the Notes being represented at the Meeting and note less than 66 2/3% so represented voting in favour. The Company may seek approval by written resolution of holders of not less than 66 2/3% of the principal amount of the Notes. If written approval is obtained in advance of the meeting, the Company will cancel the Noteholders meeting. If approved, the Amended and Restated Indenture will become effective on the date of the closing of the Transaction. The Extraordinary Resolution includes a waiver of provisions of the indenture replaced in the Amended and Restated Indenture. The waiver will expire on the earlier of (A) September 30, 2008 or (B) seven day after the date on which shareholders of any of the companies do not approve the Transaction at any meeting called to approve the combination. Noteholders may, thereafter, exercise all of their rights and remedies under the original Note Indenture and the Amended and Restated Indenture will have no effect. Certain of the statements made and information contained herein is "forward- looking information" within the meaning of the Securities Act (Ontario) and the Securities Act (Alberta) or "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal recoveries, accidents, equipment breakdowns, title matters and surface access, labour disputes or other unanticipated difficulties with or interruptions in production, the potential for delays in exploration or development activities or the completion of feasibility studies, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described under Risk Factors in the Company's Annual Information Form and in each management discussion and analysis. Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of copper and gold, that the feasibility study will confirm that a technically viable and economic operation exists, that the Company will receive required permits and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour and that the political environment within British Columbia and Canada will continue to support the development of environmentally safe mining projects so that the Company will be able to commence the development of the New Afton project within the timetable to be established by the feasibility study. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Cautionary note to U. S. investors concerning estimates of Measured and Indicated Resources, and the use the terms "measured" and "indicated resources." We advise U. S. investors that, while those terms are recognized and required by Canadian regulations, the U. S. Securities and Exchange Commission does not recognize them. U. S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. WARNING. The Company relies upon litigation protection for "forward-looking" statements. Contacts. New Gold Inc. Mr. Cliff Davis President and Chief Executive Officer (416) us. or Toll free. us. New Gold Inc. Laura Sandilands Manager of Investor Relations (416) us. or Toll free. us. New Gold Inc. 70 University Avenue Toronto, Ontario M5J 2M4

Orchard Group Capital Limited (Orchard Group Capital), a subsidiary of Orchard Funds Limited (Orchard), has announced that a proposal to convert notes issued by Orchard Group Capital to equity in Orchard was approved at a meeting of Noteholders held today. The proposal was passed by an overwhelming majority, with over 97% of votes cast being in favour of the conversion. Under the conversion, Noteholders will be issued 574.45 shares for each note held on the implementation date, with existing notes cancelled. Existing notes will convert into shares in Orchard in the near future. Following the conversion, former Noteholders will collectively own 90% of Orchard’s issued shares. Commenting on the announcement, David Hinde, CEO of Orchard said the decision by Noteholders was a significant step in securing the future of Orchard.“Orchard has the right business platform in place to succeed and recreate value when the market stabilises and confidence returns. We believe Orchard will recover value and today’s decision will put Noteholders, who are now shareholders of the company, in a strong position to benefit from that recovery”.The conversion reduces Orchard’s debt obligation by $77 million (including the obligation to redeem the notes in March 2009). The new ownership structure enhances the company’s financial position, assists in its compliance with obligations to its principal financier and furthers Orchard’s ongoing viability through reduced risk, gearing and interest obligations.- ENDS -For further information please contact Orchard Investor and Adviser Services on 1800 008 494.For media enquiries, please contact.Miche PatersonGavin Anderson CompanyTel. 03 9659 us .au

Leighton Holdings has a number of shareholders, ranging in size and spread across Australia and the rest of the world. Certain information such as that relating to any substantial shareholdings, the 20 largest Leighton shareholders, the size of the shareholdings, the 20 largest Leighton noteholders and the size of noteholdings are detailed in this section of the site. This information will be updated periodically in-line with corporate reporting requirements. Information as to shareholdings on27 August2008 is as follows.

Purdy Crawford is the Chairman of the Pan Canadian Investors Committee who together with the international banks negotiated a $32 billion Canadian ABCP Restructuring that was administered in the Canadian bankruptcy court. Canadian ABCP retail noteholders were extremely angry about having their lifesavings taken and not having received any cash settlement.

Omnicom to Pay $50.00 Per $1,000 to Noteholders Who Consent to Certain Amendments to its Liquid Yield Option(TM) Notes Due 2031

/PRNewswire-FirstCall/ -- Omnicom Group Inc. OMC announced today that it is seeking the consent of the holders of its Liquid Yield Option(TM) Notes Due 2031 (the "Notes") to amend the Notes and the related Indenture to, among other things, (i) have noteholders waive their right to contingent cash interest, if payable, from

(the expiration date of the consent solicitation), to a noteholder who (i) has not, as of immediately following the close of business on

Dear Noteholder, When you sold your home or investment property, you decided to carry back a note for the new buyer. Seller financing is a growing business. More people are electing to take back a deed of trust, mortgage, or contract for many reasons.

More qualified buyers However, circumstances change and many noteholder's would prefer cash today for their future payments. There are a variety of reasons people consider selling their payments for cash.

Torys represented the noteholders with a team that included Donald Roger, Bela Halasz and Vanessa Kee.

On December 9, 2008, a syndicate of noteholders (Teachers Insurance and Annuity Association of America, Manulife, Sun Life and Canada Life) completed the extension and amendment of C$63 million and US$20 million senior secured notes issued to them by Clearwater Seafoods LP. BMO and TD were the foreign exchange lenders. Clearwater Seafoods LP, a Halifax-based subsidiary of Clearwater Seafoods Income Fund, harvests, processes and packages seafood. Further information is found on Canada News Wire and globeandmail. com.

Q. I was a noteholder in HIH Insurance Limited when the company entered Provisional Liquidation. What return can I expect?

Q. I was a noteholder in HIH Holdings New Zealand Limited when the company entered Provisional Liquidation. What return can I expect?

C., H. & D. NOTEHOLDERS WANT MORGAN TO SETTLE. Some of Them Urge That Mortgage on Road Be Foreclosed. PLANS ARE PROMISED SOON Notes for $15,000,000 Defaulted Last March Yet Unpaid -- Morgan and Associates Hold Much Stock.

Almost three years after WCI Steel, Inc. announced that it would default on $300,000,000 in senior secured notes, and after two and a half years in hotly contested chapter 11 proceedings, 17 Noteholders led by Harbinger Capital Partners Master Fund I, Ltd. on May 1 consummated a plan of reorganization that gave the Noteholders $100,000,000 in new 8% Secured Notes and more than 98% of the equity of the reorganized steel company.

Mr. Rennert, who had saved WCI Steel, Inc. from closing when he bought it out of the first LTV Steel chapter 11 case, fought for more than two years to keep WCI Steel. In 2004 and 2005 he proposed plans that would have paid Noteholders approximately 40 and then 50 cents on the dollar. Bids for the secured notes prior to closing reached approximately 100 cents on the dollar. Most unsecured trade creditors with undisputed claims will receive 22 cents on the dollar in cash on May 31, 2006.

Mr. Rennert lost control of the chapter 11 case in November 2005, when the United Steelworkers reached an agreement in principle with the Noteholders on a new collective bargaining agreement. This was an historic achievement. The USW had never before negotiated a collective bargaining agreement with creditors over the opposition of management and ownership. The Noteholders’ agreement with the USW provided security for the USW’s hardship benefits. The USW’s membership ratified the new collective bargaining agreement on April 27, 2006.

The Noteholders were represented by Kramer Levin Naftalis & Frankel LLP as lead bankruptcy counsel and CIBC World Markets as financial advisor. McDermott Will & Emery LLP, the Noteholders’ labor counsel, negotiated the historic agreement with the USW and will continue as corporate counsel to the reorganized WCI Steel, Inc.

Spectrum Brands (PINK SHEETS: SPCB) today announced that it has reached agreements with noteholders representing, in the aggregate, approximately 70% of the face value of its outstanding bonds, to pursue a refinancing that, if implemented as proposed, will significantly reduce the Company's outstanding debt and put the Company in a stronger financial position for the future. A refinancing on the agreed

Spectrum Brands included in today's filing a pre-negotiated plan of reorganization, along with a proposed disclosure statement. The refinancing is provided for in the plan through the cancellation of existing bond obligations in a principal amount of $1.05 billion and the issuance to the noteholders of new bonds in an aggregate principal amount equal to 20% of the total unpaid principal and interest on existing bonds together with shares of new common stock to be created under the plan. Existing common stock will be extinguished under the plan, and no distributions will be made to holders of the current equity. The plan does not propose to impact any existing creditors other than the noteholders and equity holders. The claims of existing secured and other general unsecured creditors would be reinstated or unimpaired, and thus would receive payment of the claims on existing terms either in the ordinary course or upon consummation of the plan. This means, for example, that under the plan, if approved as proposed, the Company would provide pay and benefits to its employees as usual, honor all obligations to its customers, and pay suppliers in full for their claims upon consummation of the plan. The Company intends to move forward as quickly as possible to obtain approval of the disclosure statement, to solicit votes on the plan from the noteholders, and to present the plan for approval by the Bankruptcy Court.

Spectrum Brands and all of its operating units in the U.S. and around the world expect to continue to meet their respective obligations, subject to applicable limitations, to their suppliers, customers and employees in the ordinary course of business during the restructuring process, which is expected to be completed in approximately four to six months. Spectrum Brands has received commitments for $235 million in debtor-in-possession financing from certain of its existing Asset Backed Facility ("ABL") lenders with a participating interest from certain of the Company's existing noteholders, which represents an incremental $70 million in cash availability at the outset of the proceedings, subject to certain limitations and reserves based on the amount drawn on the ABL at the time of filing and is expected to enable the Company and its U.S. businesses to continue to satisfy customary obligations associated with their ongoing operations. All of Spectrum Brands' ongoing international operations are cash-flow positive.

Kent Hussey, Chief Executive Officer of Spectrum Brands, said: "We are pleased to have the support of noteholders representing, in the aggregate, approximately 70 percent of the face value of the bonds outstanding to move forward with a restructuring that will put our Company in a stronger financial position for the future. Our businesses have attractive growth prospects that have been encumbered by the level of debt the parent company is carrying. After careful consideration, we decided that the approach announced today would be the most effective and expedient path for us to develop a more appropriate capital structure to support our long-term business objectives. We estimate that when this refinancing has been completed, the company will generate in excess of $100 million in annual free cash flow."

Spectrum Brands (PINK SHEETS: SPCB) today announced that it has reached agreements with noteholders representing, in the aggregate, approximately 70% of the face value of its outstanding bonds, to pursue a refinancing that, if implemented as proposed, will significantly reduce the Company's outstanding debt and put the Company in a stronger financial position for the future. A refinancing on the agreed terms would enable Spectrum Brands to reduce the amount of debt on its balance sheet by approximately $840 million (or approximately one-third), eliminate approximately $95 million in annual cash interest payments for at least each of the next two years, and free up additional cash that can be reinvested in its business to support meaningful revenue and profit growth. The Company currently has outstanding indebtedness of approximately $2.6 billion.

Spectrum Brands included in today's filing a pre-negotiated plan of reorganization, along with a proposed disclosure statement. The refinancing is provided for in the plan through the cancellation of existing bond obligations in a principal amount of $1.05 billion and the issuance to the noteholders of new bonds in an aggregate principal amount equal to 20% of the total unpaid principal and interest on existing bonds together with shares of new common stock to be created under the plan. Existing common stock will be extinguished under the plan, and no distributions will be made to holders of the current equity. The plan does not propose to impact any existing creditors other than the noteholders and equity holders. The claims of existing secured and other general unsecured creditors would be reinstated or unimpaired, and thus would receive payment of the claims on existing terms either in the ordinary course or upon consummation of the plan. This means, for example, that under the plan, if approved as proposed, the Company would provide pay and benefits to its employees as usual, honor all obligations to its customers, and pay suppliers in full for their claims upon consummation of the plan. The Company intends to move forward as quickly as possible to obtain approval of the disclosure statement, to solicit votes on the plan from the noteholders, and to present the plan for approval by the Bankruptcy Court.

Spectrum Brands and all of its operating units in the U.S. and around the world expect to continue to meet their respective obligations, subject to applicable limitations, to their suppliers, customers and employees in the ordinary course of business during the restructuring process, which is expected to be completed in approximately four to six months. Spectrum Brands has received commitments for $235 million in debtor-in-possession financing from certain of its existing Asset Backed Facility ("ABL") lenders with a participating interest from certain of the Company's existing noteholders, which represents an incremental $70 million in cash availability at the outset of the proceedings, subject to certain limitations and reserves based on the amount drawn on the ABL at the time of filing and is expected to enable the Company and its U.S. businesses to continue to satisfy customary obligations associated with their ongoing operations. All of Spectrum Brands' ongoing international operations are cash-flow positive.

Kent Hussey, Chief Executive Officer of Spectrum Brands, said: "We are pleased to have the support of noteholders representing, in the aggregate, approximately 70 percent of the face value of the bonds outstanding to move forward with a restructuring that will put our Company in a stronger financial position for the future. Our businesses have attractive growth prospects that have been encumbered by the level of debt the parent company is carrying. After careful consideration, we decided that the approach announced today would be the most effective and expedient path for us to develop a more appropriate capital structure to support our long-term business objectives. We estimate that when this refinancing has been completed, the company will generate in excess of $100 million in annual free cash flow."

batteries, announced that it has reached agreements with noteholders representing, in the aggregate, approximately 70% of the face value of its outstanding bonds, to pursue a refinancing that, if implemented as proposed, will significantly reduce the Company’s outstanding debt and put the company in a stronger financial position for the future.

Spectrum Brands included in today's filing a pre-negotiated plan of reorganization, along with a proposed disclosure statement. The refinancing is provided for in the plan through the cancellation of existing bond obligations in a principal amount of $1.05 billion and the issuance to the noteholders of new bonds in an aggregate principal amount equal to 20% of the total unpaid principal and interest on existing bonds together with shares of new common stock to be created under the plan. Existing common stock will be extinguished under the plan, and no distributions will be made to holders of the current equity.

The plan does not propose to impact any existing creditors other than the noteholders and equity holders. The claims of existing secured and other general unsecured creditors would be reinstated or unimpaired, and thus would receive payment of the claims on existing terms either in the ordinary course or upon consummation of the plan. This means, for example, that under the plan, if approved as proposed, the Company would provide pay and benefits to its employees as usual, honor all obligations to its customers, and pay suppliers in full for their claims upon consummation of the plan. The Company intends to move forward as quickly as possible to obtain approval of the disclosure statement, to solicit votes on the plan from the noteholders, and to present the plan for approval by the Bankruptcy Court.

Spectrum Brands and all of its operating units in the United States and around the world expect to continue to meet their respective obligations, subject to applicable limitations, to their suppliers, customers and employees in the ordinary course of business during the restructuring process, which is expected to be completed in approximately 4 to 6 months. Spectrum Brands has received commitments for $235 million in debtor-in-possession financing from certain of its existing Asset Backed Facility (“ABL”) lenders with a participating interest from certain of the Company's existing noteholders, which represents an incremental $70 million in cash availability at the outset of the proceedings, subject to certain limitations and reserves based on the amount drawn on the ABL at the time of filing and is expected to enable the Company and its U.S. businesses to continue to satisfy customary obligations associated with their ongoing operations. All of Spectrum Brands’ ongoing international operations are cash-flow positive.

Kent Hussey, CEO of Spectrum Brands, said “We are pleased to have the support of noteholders representing, in the aggregate, approximately 70% of the face value of the bonds outstanding to move forward with a restructuring that will put our company in a stronger financial position for the future. Our businesses have attractive growth prospects that have been encumbered by the level of debt the parent company is carrying. After careful consideration, we decided that the approach announced today would be the most effective and expedient path for us to develop a more appropriate capital structure to support our long-term business objectives. We estimate that when this refinancing has been completed, the company will generate in excess of $100 million in annual free cash flow.”

The breach means that note holders are entitled to demand repayment but the company has only 130 million euros left in cash in its coffers. "We are trying to reach an agreement with note holders," a Belvedere spokesman said. Belvedere said safeguard procedures had started two days ago -- the equivalent of being placed in administration in Britain. Trading in Belvedere shares was suspended on June 20 just before the company said it was working on solutions to correct a potential breach of covenants in its senior secured debt. The shares started trading in 2006, during which they reached a high of nearly 200 euros. They last traded at 56.01 euros. Belvedere, which owns Berger pastis, Danish vodka Danzka and William Peel whisky, said trading in its shares should resume by Aug. 8. It said it was still working on other options that included a sale of non-strategic assets and the refinancing of its debt but the process was made difficult by the current dire state of the financial markets. Belvedere's 2013 floating rate notes (FRNs) dropped to be bid at 27 percent of face value on Friday from 51 percent percent on Thursday, traders said. Advisory firm Lazard is acting for noteholders, who had a meeting last week, a person familiar with the situation said.

BCI Announces Special Meetings of Shareholders and Noteholders to Approve a Plan of Arrangement Including a Share Consolidation MONTREAL, CANADA, JUNE 10, 2002, 17.57 EDT -- * Proposed special meetings scheduled for July 12, 2002 * Share consolidation will result in a total of 40 million common shares outstanding Bell Canada International Inc. ("BCI") today announced that it had obtained an interim court order authorizing it to hold special meetings of shareholders and noteholders on July 12, 2002 to approve a Plan of Arrangement. The record date for the meetings has been set at June 7, 2002. As announced on June 3, 2002, BCI is seeking approval for a Plan of Arrangement pursuant to which BCI will conclude the sale of its interest in Telecom Americas. proceed with the disposition of its remaining assets in an orderly fashion. and seek expeditious resolution of outstanding claims in order to accelerate final distributions to BCI stakeholders. Court approval of the Arrangement, if granted, would be obtained shortly after the meetings. BCI is also proposing, as part of the Plan of Arrangement, a consolidation of its outstanding common shares, to take effect shortly after court approval of the Arrangement, which would result in BCI having 40 million common shares outstanding following the consolidation, whether certain affiliates of American International Group, Inc. exercise a put option before or after the date of the meetings, or not at all. Based on the 4,797,313,638 currently outstanding common shares, the consolidation ratio would be approximately one to 120. The formal Notice of Special Meeting and Management Proxy Circulars of BCI contain a detailed description of the proposed Arrangement and outline the actions to be taken at the special meetings of shareholders and noteholders. These materials will be mailed to all shareholders and noteholders and will also be available on BCI's website at www. bci. ca as of June 14, 2002. BCI, through Telecom Americas, holds interest in 4 Brazilian B Band cellular companies serving more than 4.5 million subscribers in territories of Brazil with a population of approximately 60 million. BCI is a subsidiary of BCE Inc., Canada's largest communications company. BCI is listed on the Toronto Stock Exchange under the symbol BI and on the NASDAQ National Market under the symbol BCICF. Visit our Web site at www. bci. ca. This news release may contain or refer to other communications that may contain certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance, or achievements, and may contain words like "believe", "anticipate", "expect", "envisages", "will likely result", or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly. -30- FOR FURTHER INFORMATION PLEASE CONTACT. Bell Canada International Inc. Marie-Lise Gauthier Director, Finance (514) us. marie-lise. gauthier@bci. ca

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Singapore, 12 November us. MAS has been informed by HSBC Institutional Trust Services (Singapore) Ltd, the trustee for the Lehman Minibond notes programme, that in view of current market conditions, it decided to take certain steps in the interests of noteholders. Specifically, actions have been taken to terminate the swaps in the underlying securities for series 1 to 8 of the Minibond notes programme. This removes the risk of credit events in the underlying securities and helps to preserve the value of the underlying collateral. This action is not necessary for series 9 and 10 as the underlying securities for these notes are corporate bonds and have no swaps. Trustee Appoints Receivers 2.The trustee has appointed three partners from PricewaterhouseCoopers Singapore (PwC) as receivers for series 5 to 8 which have defaulted since the relevant coupon payments were not made by the due dates. The other series will also default after the relevant coupon payments are not received by the due dates and the relevant grace periods have lapsed. The trustee would then appoint the three PwC partners as receivers for these series. The receivers role is to take control of the assets of these notes and to work closely with the trustee towards a solution which is in the best interests of noteholders. Restructuring Options Still Open 3.The trustee and the receivers have assured MAS that they have not ruled out any restructuring proposals received from interested parties and that these will be explored for all series of the notes. 4.To provide noteholders with an independent opinion on the options that best serve their interests, MAS has appointed Deloitte Touche Corporate Finance Pte Ltd (DTCF) as an independent financial adviser on the Lehman Minibond notes programme. Andrew Grimmett and Tam Chee Chong head the DTCF team. MAS has asked DTCF to assist noteholders in three ways. a. First, to work closely with the trustee and receivers to explore restructuring options. DTCF will consider the proposals that have been submitted by financial institutions and any modifications that may be necessary. b. Second, if a viable proposal emerges, noteholders approval would be needed. DTCF will advise noteholders on the merits and risks of the proposal. c. Third, if the receivers, in consultation with DTCF, conclude that restructuring is not viable, the receivers will proceed to liquidate the underlying securities and the proceeds will be paid out to noteholders after deducting any liabilities that are payable. The receivers are mindful that this should be done in an orderly manner to maximise the liquidation value for noteholders. 5.MAS cautions that restructuring the Minibond notes programme is a complex exercise which entails the agreement of several parties and resolution of challenging legal issues. It would also need noteholders approval. These steps will take time. The receivers would also have to take into account the risks to noteholders, including the continued credit and market risk to the underlying collateral. Hence, whether a viable restructuring proposal will materialise depends on several factors which are not within the control of the trustee and the receivers. MAS Views 6.MAS understands that noteholders are anxious to know what they should do and what to expect next. At the moment, there is no action required on their part. MAS and the trustee will continue to keep noteholders updated on all developments including any options for them to consider. MAS has asked the trustee to work towards providing noteholders with an update on whether restructuring is still a viable option by the end of the month at the latest. 7.Heng Swee Keat, Managing Director, MAS, said "MAS has been in close consultation with the trustee and receivers. We believe that these are reasonable and appropriate steps for the trustee to take to protect the interests of noteholders given current market conditions. The appointment of DTCF as the independent financial adviser is also an important step to ensure that noteholders' interests are served." Mr Heng added, "Our work on other fronts, on the formal inquiries and in seeing to the serious and impartial process of handling investors' complaints, is progressing. We will provide updates at the relevant juncture." * * *

Omnicom to Pay $50.00 Per $1,000 to Noteholders Who Consent to Certain Amendments to its Liquid Yield Option(TM) Notes Due 2031 NEW YORK, Jan. 22 /PRNewswire-FirstCall/ -- Omnicom Group Inc. (NYSE. OMC) announced today that it is seeking the consent of the holders of its Liquid Yield Option(TM) Notes Due 2031 (the "Notes") to amend the Notes and the related Indenture to, among other things, (i) have noteholders waive their right to contingent cash interest, if payable, from April 30, 2009 through and including January 31, 2012 and (ii) eliminate Omnicom's right to redeem the Notes prior to February 1, 2011. The consent solicitation will expire on February 20, 2009. Pursuant to the consent solicitation, Omnicom will make a cash payment equal to $50.00 per $1,000 aggregate principal amount of Notes, as follows. -- as promptly as practicable after February 11, 2009, to a noteholder who (i) has not, as of immediately following the close of business on February 4, 2009, exercised its right pursuant to the Indenture to require Omnicom to repurchase its Notes (the "Put Right') or, if exercised, has withdrawn such exercise by the close of business on February 6, 2009, and (ii) has delivered and not withdrawn a valid consent to the amendments described above prior to the close of business on February 11, 2009. or -- as promptly as practicable following February 20, 2009 (the expiration date of the consent solicitation), to a noteholder who (i) has not, as of immediately following the close of business on February 4, 2009, exercised its Put Right or, if exercised, has withdrawn such exercise by the close of business on February 6, 2009, and (ii) has delivered and not withdrawn a valid consent to the amendments described above after February 11, 2009 and prior to the close of business on February 20, 2009. This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes, nor is this announcement an offer or solicitation of an offer to sell new securities. The consent solicitation is being made solely by the Consent Solicitation Statement, copies of which are available from Omnicom on its website ( or by calling Omnicom at (212) us. Omnicom Group Inc. (NYSE. OMC) ( Omnicom is a leading global marketing and corporate communications company. Omnicom's branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries. SOURCE Omnicom Group Inc. Randall Weisenburger, + us.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF EACH CLASS OF NOTEHOLDERS. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR,.

Singapore, 12 November us. MAS has been informed by HSBC Institutional Trust Services (Singapore) Ltd, the trustee for the Lehman Minibond notes programme, that in view of current market conditions, it decided to take certain steps in the interests of noteholders. Specifically, actions have been taken to terminate the swaps in the underlying securities for series 1 to 8 of the Minibond notes programme. This removes the risk of credit events in the underlying securities and helps to preserve the value of the underlying collateral. This action is not necessary for series 9 and 10 as the underlying securities for these notes are corporate bonds and have no swaps. Trustee Appoints Receivers 2.The trustee has appointed three partners from PricewaterhouseCoopers Singapore (PwC) as receivers for series 5 to 8 which have defaulted since the relevant coupon payments were not made by the due dates. The other series will also default after the relevant coupon payments are not received by the due dates and the relevant grace periods have lapsed. The trustee would then appoint the three PwC partners as receivers for these series. The receivers role is to take control of the assets of these notes and to work closely with the trustee towards a solution which is in the best interests of noteholders. Restructuring Options Still Open 3.The trustee and the receivers have assured MAS that they have not ruled out any restructuring proposals received from interested parties and that these will be explored for all series of the notes. 4.To provide noteholders with an independent opinion on the options that best serve their interests, MAS has appointed Deloitte Touche Corporate Finance Pte Ltd (DTCF) as an independent financial adviser on the Lehman Minibond notes programme. Andrew Grimmett and Tam Chee Chong head the DTCF team. MAS has asked DTCF to assist noteholders in three ways. a. First, to work closely with the trustee and receivers to explore restructuring options. DTCF will consider the proposals that have been submitted by financial institutions and any modifications that may be necessary. b. Second, if a viable proposal emerges, noteholders approval would be needed. DTCF will advise noteholders on the merits and risks of the proposal. c. Third, if the receivers, in consultation with DTCF, conclude that restructuring is not viable, the receivers will proceed to liquidate the underlying securities and the proceeds will be paid out to noteholders after deducting any liabilities that are payable. The receivers are mindful that this should be done in an orderly manner to maximise the liquidation value for noteholders. 5.MAS cautions that restructuring the Minibond notes programme is a complex exercise which entails the agreement of several parties and resolution of challenging legal issues. It would also need noteholders approval. These steps will take time. The receivers would also have to take into account the risks to noteholders, including the continued credit and market risk to the underlying collateral. Hence, whether a viable restructuring proposal will materialise depends on several factors which are not within the control of the trustee and the receivers. MAS Views 6.MAS understands that noteholders are anxious to know what they should do and what to expect next. At the moment, there is no action required on their part. MAS and the trustee will continue to keep noteholders updated on all developments including any options for them to consider. MAS has asked the trustee to work towards providing noteholders with an update on whether restructuring is still a viable option by the end of the month at the latest. 7.Heng Swee Keat, Managing Director, MAS, said "MAS has been in close consultation with the trustee and receivers. We believe that these are reasonable and appropriate steps for the trustee to take to protect the interests of noteholders given current market conditions. The appointment of DTCF as the independent financial adviser is also an important step to ensure that noteholders' interests are served." Mr Heng added, "Our work on other fronts, on the formal inquiries and in seeing to the serious and impartial process of handling investors' complaints, is progressing. We will provide updates at the relevant juncture." * * *

Struggling jet maker Eclipse Aviation sustained another setback Tuesday as senior noteholders filed a motion in federal court to convert the company's bankruptcy proceedings to Chapter 7.Such a move usually leads to liquidation of a company's assets. Eclipse spokesman Keith Spondike confirmed the filing but cautioned the effort remains subject to a judge's approval.

It's my understanding there will be more information available tomorrow," he said. Eclipse filed for Chapter 11 protection in November. The noteholders' decision suggests Eclipse hasn't been able to complete its planned $188 million sale to European-based EclipseJet Aviation International Inc., an affiliate of ETIRC Aviation. Last week, Eclipse sent 800 employees home on unpaid furloughs but expressed confidence the workers could return when the sale is completed. The Chapter 7 news throws any timeline out the door. Until recently, the company had produced its six-seat Eclipse 500 light jet at the Albuquerque facility, which was touted by New Mexico politicians and business leaders as an economic boon.

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JDirectors and staff of Barings may be asked to return some of their multi-million-pound bonuses because they were based on fictitious profits. The Barings 9.25 per cent Perpetual Noteholders' Action Group (BPNAG), which is urging legal action against some former Barings executives, is also considering suing the Bank of England for statutory breach of duty. BPNAG was formed by theholders of pounds 100m of Barings loan notes after the bank crashed this spring. When ING rescued the bank in May, just pounds 5m was set aside to pay off their notes. Jonathan Stone, the chairman of BPNAG, said yesterday that his group had asked Barings' administrators, Ernst & Young, to investigate whether a claim over the bonuses could be launched. Barings paid its staff total bonuses of over pounds 200m in the past three years. More than pounds 100m was paid last year, although Nick Leeson's undisclosed losses would have wiped out most of Barings' profits. A spokesman for Ernst & Young confirmed that the administrators were investigating all possible claims that might swell the pot for creditors. But he stressed that "these are very early days". No firm decision on who, if anyone, should be sued would be taken for some months, he added. More dramatic still is Mr Stone's suggestion that the noteholders may have a basis for suing the Bank of England. No legal advice has yet been sought, he said, but there are preliminary grounds for believing there is a case. When the loan notes were issued in 1994, the Bank had already allowed Barings to breach the rule banning banks from exporting more than 25 per cent of their capital to subsidiaries abroad without permission."This breach was not contained in the memorandum for the notes," said Mr Stone. If it had, he added, potential investors would have been well advised to "run a mile"."I believe Eddie George [Governor of the Bank of England] and Brian Quinn [executive director in charge of banking supervision] should find a finely polished sword and fall upon it," he concluded.

BCI Announces Approval by Noteholders of Plan of Arrangement MONTREAL, CANADA, JULY 12, 2002, 10.52 EDT -- Bell Canada International Inc. ("BCI") announced today that holders of BCI's 11% senior unsecured notes approved BCI's Plan of Arrangement at a meeting of noteholders held this morning in Montreal. The Plan of Arrangement was approved by in excess of 99% of the votes cast in person or by proxy by noteholders at the meeting. The Plan of Arrangement remains subject to approval by BCI's shareholders at a special meeting which will take place in Montreal commencing at 2.00 p. m. today. BCI will issue a press release following the conclusion of that meeting announcing the results of the shareholder vote. BCI, through Telecom Américas, owns and operates 4 Brazilian B Band cellular companies serving more than 4.3 million subscribers in territories of Brazil with a population of approximately 60 million. BCI is a subsidiary of BCE Inc., Canada's largest communications company. BCI is listed on the Toronto Stock Exchange under the symbol BI and on the NASDAQ National Market under the symbol BCICF. Visit our Web site at www. bci. ca. This news release may contain or refer to other communications that may contain certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance, or achievements, and may contain words like "believe", "anticipate", "expect", "envisages", "will likely result", or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly. -30- FOR FURTHER INFORMATION PLEASE CONTACT. Bell Canada International Inc. Marie-Lise Gauthier Director, Finance (514) us. marie-lise. gauthier@ bci. ca

Business Editors LOS ANGELES--(BUSINESS WIRE)--March 11, 2004 The Informal Committee of Senior Secured Noteholders (the Committee) of Weirton Steel Corporation has retained International Steel Associates, Inc. and its principal, John Correnti, the former CEO of Nucor

Steel and CEO of Birmingham Steel, to advise the Committee in its efforts to recapitalize and restructure Weirton Steel. Weirton Steel filed its Chapter 11 case on May 19, 2003. On Monday of this week, the U. S. Bankruptcy court for the Northern District of West Virginia (the Court) ruled that the indenture trustee of the Senior Secured Noteholders may credit bid for Weirton and also lowered the bid amount required for other investors to top the International Steel Group, Inc. (ISG) bid for Weirton. In addition, on Monday the Independent Steelworkers Union, Weirton's primary labor union, confirmed to the Bankruptcy Court that it is prepared to negotiate with all potential bidders for Weirton's assets. The Committee believes the recent increase in worldwide steel prices has provided an immediate opportunity for improvement in the company's liquidity situation, and, at the same time, brightened the company's long-term prospects, particularly in view of the substantial reductions that can be made to the company's cost structure. Accordingly, the Committee also feels that it will be able to submit an offer, which will better serve Weirton and its creditors than ISG's bid. Key elements of the Committee's proposal would include having Weirton Steel remain independent and based in Weirton, West Virginia.

Business Editors NEW YORK--(BUSINESS WIRE)--April 9, 2004 The Informal Committee of Senior Secured Noteholders of Weirton Steel Corporation (the Noteholders Committee), in conjunction with J. P..

), a national leader in medical staffing, announced that it has renegotiated its debt with the four noteholders from the purchase of its largest franchise completed in January 2002 and the subordination agreement

Of $3,700,000 due in May 2007. The balance on the first note after the balloon payment is payable over the remaining 3 years of the note, subject to limitations. The other three notes are for ten years, with minimum monthly payments (including interest) of $25,000 in the aggregate in the first year and minimum monthly payments of $51,000 in the aggregate for the remaining years. Any unpaid balance at the end of the note term will be due at that time. Additional payments may be made to the noteholders if the Company achieves certain financial ratios. In accordance with the renegotiation, one of the noteholders has agreed to forgive approximately $2.8 million of his note. "We are very pleased that our partners, our noteholders and our primary lender, are working with us to assist ATC to restructure its debt so that we can continue to work towards our goals of improved sales and profitability", stated David Savitsky, CEO