XM Satellite Radio Holdings Inc – ‘8-K’ for 8/2/02 – EX-99.1

On:  Friday, 8/2/02, at 5:12pm ET   ·   For:  8/2/02   ·   Accession #:  928385-2-2648   ·   File #:  0-27441

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     27K 
 2: EX-99.1     Miscellaneous Exhibit                                 74    241K 
 3: EX-99.2     Miscellaneous Exhibit                                  2     12K 

EX-99.1   —   Miscellaneous Exhibit
Exhibit Table of Contents

EX-99.1
1st Page of 74
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                    Exhibit 99.1

XM SATELLITE RADIO HOLDINGS INC.

 and

 Equiserve Trust Company, N.A.

 as Rights Agent

RIGHTS AGREEMENT

  dated as of August 2, 2002

EX-99.1
2nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                  Page
                                                                                                  ----
                                                                                                      
Section 1.  Certain Definitions. ................................................................   2 
Section 2.  Appointment of Rights Agent. ........................................................   7 
Section 3.  Issue of Rights Certificates. .......................................................   8 
Section 4.  Form of Rights Certificates. ........................................................  10 
Section 5.  Countersignature and Registration. ..................................................  11 
Section 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates;                      
            Mutilated, Destroyed, Lost or Stolen Rights Certificates. ...........................  11 
Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights. ......................  12 
Section 8.  Cancellation of Rights Certificates. ................................................  15 
Section 9.  Reservation and Availability of Capital Stock. ......................................  15 
Section 10. Preferred Stock Record Date. ........................................................  17 
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or                                
            Number of Rights. ...................................................................  17 
Section 12. Certificate of Adjusted Purchase Price or Number of Shares. .........................  26 
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. ...............  27 
Section 14. Fractional Rights and Fractional Shares. ............................................  30 
Section 15. Rights of Action. ...................................................................  32 
Section 16. Agreement of Rights Holders. ........................................................  32 
Section 17. Rights Certificate Holder Not Deemed a Stockholder. .................................  33 
Section 18. Duties of Rights Agent. .............................................................  33 
Section 19. Compensation and Indemnification of the Rights Agent. ...............................  36 
Section 20. Merger or Consolidation or Change of Name of Rights Agent. ..........................  37 
Section 21. Change of Rights Agent. .............................................................  38 
Section 22. Issuance of New Rights Certificates. ................................................  39 
Section 23. Redemption. .........................................................................  39 
Section 24. Exchange. ...........................................................................  40 
Section 25. Notice of Certain Events. ...........................................................  42 
Section 26. Notices. ............................................................................  43 
Section 27. Supplements and Amendments. .........................................................  43 
Section 28. Successors. .........................................................................  44 
Section 29. Determinations and Actions by the Board, etc. .......................................  44 
Section 30. Benefits of this Agreement. .........................................................  45 
Section 31. Severability. .......................................................................  45 
Section 32. Governing Law. ......................................................................  45 
Section 33. Counterparts. .......................................................................  46 

-i- 

EX-99.1
3rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                        [Enlarge/Download Table]
                                                                                     
Section 34. Descriptive Headings. ................................................ 46

-ii-

EX-99.1
4th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 4th
RIGHTS AGREEMENT

         RIGHTS AGREEMENT, dated as of August 2, 2002 (the "Agreement"), between
XM SATELLITE RADIO HOLDINGS INC., a Delaware corporation (the "Company"), and   
EQUISERVE TRUST COMPANY, N.A. (the "Rights Agent").                             

      WHEREAS, on August 2, 2002 (the "Rights Dividend Declaration Date"),
the Dividend Committee of the Board of Directors of the Company authorized and  
declared a dividend of one Right for each share of Class A Common Stock (as     
defined herein), and Series A Preferred Stock (as defined herein) outstanding at
the Close of Business (as defined herein) on the Record Date (as defined        
herein), and a number of Rights to each holder of its Series C Preferred Stock  
(as defined herein) equal to the number of shares of Class A Common Stock into  
which the aggregate number of shares of Series C Preferred Stock of each such   
holder, outstanding on the Close of Business on the Record Date, could be       
converted as of the Close of Business on the Record Date (the "Initial Series C 
Rights"), and has authorized the issuance of (i) one Right with respect to each 
share of Class A Common Stock and Series A Preferred Stock issued between the   
Record Date (whether originally issued or delivered from the Company's treasury)
and the Distribution Date (as defined herein), (ii) in order to give effect to  
the increase in liquidation preference of the Series C Preferred Stock that     
occurs as long as no dividend is declared on the Series C Preferred Stock, such 
additional number of Rights to each holder of Series C Preferred Stock          
outstanding at the Close of Business on the Record Date, equal to the difference
between (A) the number of Initial Series C Rights issued by the Company to each 
such holder and (B) the number of shares of Class A Common Stock into which the 
aggregate number of shares of Series C Preferred Stock of each such holder,     
outstanding at the Close of Business on the Record Date could be converted as of
the Close of Business on the Distribution Date, and (iii) to each holder of     
Series C Preferred Stock, the number of Rights equal to the aggregate number of 
shares of Series C Preferred Stock issued to such holder between the Record Date
(whether originally issued or delivered from the Company's treasury) and the    
Distribution Date equal to the number of shares of Class A Common Stock into    
which such aggregate number of Series C Preferred Stock could be converted as of
the Close of Business on the Distribution Date, each Right initially            
representing the right to purchase one-one thousandth of a share of Series D    
Junior Participating Preferred Stock of the Company having the rights, powers   
and preferences set forth in the form of Certificate of Designation, Preferences
and Rights attached hereto as Exhibit A, upon the terms and subject to the      
conditions hereinafter set forth.                                               

 NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:               

EX-99.1
5th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 5th
Section 1. Certain Definitions.                               

        For purposes of this Agreement, the following terms have the
meanings indicated:                                                             

         (a) "Acquiring Person" shall mean any Person (as such term is
           hereinafter defined) who or which, together with all Affiliates
          and Associates (as such terms are hereinafter defined) of such
              Person, shall be the Beneficial Owner (as such term is hereinafter
              defined) of 15% or more of the shares of Class A Common Stock then
        outstanding, but shall not include (i) the Company, (ii) any
            Subsidiary of the Company, or (iii) any employee benefit plan of
       the Company or any Subsidiary of the Company, or any Person
         holding shares of Class A Common Stock for or pursuant to the
            terms of any such plan to the extent, and only to the extent, of
              such shares so held. Notwithstanding the foregoing, each of Hughes
         Electronics Corporation and General Motors Corporation (each,
              together with their Affiliates and Associates, a "Qualified Exempt
         Person"), shall not be deemed an "Acquiring Person"; provided
        however, that if after the date hereof, any Qualified Exempt
      Person shall become at any time the Beneficial Owner of an
    additional 2% of the shares of Class A Common Stock then
            outstanding in excess of the amount such Qualified Exempt Person
         beneficially owned as of the date hereof, then such Qualified
            Exempt Person shall be deemed an "Acquiring Person" hereunder as
    to all of their Class A Common Stock beneficially owned.
    Notwithstanding the foregoing, no Person shall become an
           "Acquiring Person" as the result of an acquisition of shares of
             Class A Common Stock by the Company which, by reducing the number
        of shares of Class A Common Stock outstanding, increases the
  proportionate number of shares of Class A Common Stock
             beneficially owned by such Person to 15% or more of the shares of
      Class A Common Stock then outstanding (or in the case of a
          Qualified Exempt Person, increases the proportionate number of
            shares of Class A Common Stock beneficially owned as of the date
            hereof by an additional 2%); provided, however, that if a Person
           shall become the Beneficial Owner of 15% or more of the Class A
        Common Stock then outstanding (or in the case of a Qualified
          Exempt Person, increases the proportionate number of shares of
            Class A Common Stock beneficially owned as of the date hereof by
             an additional 2%) by reason of share purchases by the Company and
        shall, after such share purchases by the Company, become the
              Beneficial Owner of any additional shares of Class A Common Stock,
           then such Person shall be deemed to be an "Acquiring Person" if
          such Person is then the Beneficial Owner of 15% or more of the
      Class A Common Stock then outstanding. Notwithstanding the
             foregoing, if the Board of Directors of the Company determines in
good faith that a Person who would otherwise be an  

 -2-

EX-99.1
6th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 6th
    "Acquiring Person", as defined pursuant to the foregoing
            provisions of this paragraph (a), has become such inadvertently,
           without any intention of changing or influencing control of the
         Company, and such Person divests as promptly as practicable a
            sufficient number of shares of Class A Common Stock so that such
             Person would no longer be an "Acquiring Person," then such Person
              shall not be deemed an "Acquiring Person" for any purposes of this
        Agreement unless and until such Person shall again become an
              "Acquiring Person"; provided, that, to the extent the parties (the
         "Members") to the Shareholders' Agreement (as defined herein)
            could be deemed a "group" (as such term is used in Rule 13d-5 of
        the general Rules and Regulations under the Exchange Act (as
             defined herein)), no Member shall be deemed an "Acquiring Person"
          for any purpose of this Agreement unless and until such Member
              becomes the Beneficial Owner of 15% or more of the shares of Class
           A Common Stock then outstanding without including the number of
shares Beneficially Owned by the other Members.     

              (b) "Affiliate" and "Associate" shall have the respective meanings
         ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.                 

            (c) A Person shall be deemed the "Beneficial Owner" of and shall
be deemed to "beneficially own" any securities:     

                     (i) which such Person or any of such Person's
                   Affiliates or Associates, directly or indirectly, has the
             right to acquire (whether such right is exercisable
                    immediately or only after the passage of time) pursuant to
                     any agreement, arrangement or understanding (whether or not
                 in writing), or upon the exercise of conversion rights,
                  exchange rights, other rights (other than these Rights),
                    warrants or options, or otherwise; provided, however, that
                    a Person shall not be deemed the "Beneficial Owner" of, or
                    to "beneficially own", (A) securities tendered pursuant to
                 a tender or exchange offer made by or on behalf of such
                 Person or any of such Person's Affiliates or Associates
                     until such tendered securities are accepted for purchase or
               exchange; or (B) securities issuable upon exercise of
                    Rights at any time prior to the occurrence of a Triggering
                   Event, or (C) securities issuable upon exercise of Rights
                   from and after the occurrence of a Triggering Event which
                     Rights were acquired by such Person or any of such Person's
                    Affiliates or Associates prior to the Distribution Date or
            pursuant to Section 3(a) or Section 22 hereof (the
                   "Original Rights") or pursuant to Section 11(i) hereof in
                connection with an adjustment made with respect to any
Original Rights;                      

 -3-

EX-99.1
7th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 7th
                       (ii)  which such Person or any of such Person's
                   Affiliates or Associates, directly or indirectly, has the
                   right to vote or dispose of or has "beneficial ownership"
                 of (as determined pursuant to Rule 13d-3 of the General
                  Rules and Regulations under the Exchange Act), including
                  pursuant to any agreement, arrangement or understanding,
                     whether or not in writing; provided, however, that a Person
              shall not be deemed the "Beneficial Owner" of, or to
                     beneficially own, any security under this subparagraph (ii)
                   as a result of an agreement, arrangement or understanding
                 to vote such security if such agreement, arrangement or
                 understanding: (A) arises solely from a revocable proxy
                     given in response to a public proxy or consent solicitation
                  made pursuant to, and in accordance with, the applicable
                   provisions of the General Rules and Regulations under the
                   Exchange Act, and (B) is not also then reportable by such
               Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or   

                       (iii) which are beneficially owned, directly or
              indirectly, by any other Person (or any Affiliate or
                  Associate thereof) with which such Person or any of such
              Person's Affiliates or Associates has any agreement,
                   arrangement or understanding (whether or not in writing),
               for the purpose of acquiring, holding, voting (except
                   pursuant to a revocable proxy as described in the proviso
                     to subparagraph (ii) of this paragraph (c)) or disposing of
any voting securities of the Company; 

             provided, however, that nothing in this paragraph (c) shall cause
              a Person engaged in business as an underwriter of securities to be
    the "Beneficial Owner" of, or to "beneficially own," any
           securities acquired through such Person's participation in good
           faith in a firm commitment underwriting until the expiration of
             forty days after the date of such acquisition; further provided,;
             that nothing in this paragraph (c) shall cause a Qualified Exempt
            Person to be the "Beneficial Owner" of, or to "beneficially own"
            under this Agreement, any securities acquired as a result of its
            making of a market in the Company's securities in good faith and
   in the ordinary course of its broker-dealer activities.

         (d) "Board" shall mean the Board of Directors of the Company.

        (e) "Business Day" shall mean any day other than a Saturday,
          Sunday, or a day on which banking or trust institutions in the
             State of New York are authorized or obligated by law or executive
order to close.                                     

 -4-

EX-99.1
8th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 8th
           (f) "Class A Common Stock" shall mean the Class A common stock,
par value $0.01 per share, of the Company.          

           (g) "Close of Business" on any given date shall mean 5:00 P.M.,
             New York City time, on such date; provided, however, that if such
             date is not a Business Day it shall mean 5:00 P.M., New York City
time, on the next succeeding Business Day.          

           (h) "Common Stock" when used with reference to any Person other
           than the Company shall mean the class of capital stock with the
              greatest aggregate voting power, or the class of equity securities
           or other equity interests having power to control or direct the
management, of such Person.                         

        (i) "Company" shall mean XM Satellite Radio Holdings Inc., a
Delaware corporation.                               

              (j) "Distribution Date" shall mean the earlier of (i) the Close of
              Business on the tenth day after the Stock Acquisition Date (or, if
            the tenth day after the Stock Acquisition Date occurs before the
           Record Date, the Close of Business on the Record Date), or (ii)
              the Close of Business on the tenth Business Day (or, if such tenth
             Business Day occurs before the Record Date, the Close of Business
            on the Record Date), or such specified or unspecified later date
             on or after the Record Date as may be determined by action of the
          Board of Directors prior to such time as any Person becomes an
              Acquiring Person, after the date of the commencement by any Person
         (other than the Company, any Subsidiary of the Company or any
            employee benefit plan of the Company or of any Subsidiary of the
            Company or any Person holding shares of Class A Common Stock for
          or pursuant to the terms of any such plan) of, or of the first
              public announcement of the intention of any Person (other than any
         of the Persons referred to in the preceding parenthetical) to
          commence, a tender or exchange offer the consummation of which
            would result in such Person becoming the beneficial owner of 15%
      or more of the outstanding shares of Class A Common Stock.

        (k) "Eligible Stock" shall mean the shares of Class A Common
         Stock, Series A Preferred Stock and Series C Preferred Stock.

              (l) "Exchange Act" shall mean the Securities Exchange Act of 1934,
   as amended, as in effect on the date of this Agreement.

 -5-

EX-99.1
9th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 9th
           (m) "Exchange Date" shall have the meaning set forth in Section
7(a) hereof.                                            

             (n) "Expiration Date" shall have the meaning set forth in Section
7(a) hereof.                                            

           (o) "Final Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.                                    

      (p) "Person" shall mean any individual, firm, corporation,
        partnership or other entity, and shall include any successor (by
merger or otherwise) of such entity.                    

      (q) "Preferred Stock" shall mean shares of Series D Junior
Participating Preferred Stock of the Company.           

             (r) "Principal Party" shall have the meaning set forth in Section
13(b) hereof.                                           

            (s) "Purchase Price" shall have the meaning set forth in Section
4(a) and 11(a)(ii) hereof.                              

             (t) "Qualified Exempt Person" shall have the meaning set forth in
 the definition of Acquiring Person in Section 1(a) above.

            (u) "Record Date" shall mean the Close of Business on August 15,
2002.                                                   

       (v) "Redemption Period" shall have the meaning set forth in
Section 23(a) hereof.                                   

       (w) "Rights Agent" shall mean Equiserve Trust Company, N.A.

        (x) "Rights Certificate" shall have the meaning set forth in
Section 3(d) hereof.                                    

             (y) "Rights Dividend Declaration Date" shall have the meaning set
forth in the recitals hereof.                           

             (z) "Shareholders' Agreement" shall mean the Amended and Restated
            Shareholders Agreement, dated as of August 8, 2000, by and among the
Company and the parties named therein.                  

-6- 

EX-99.1
10th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 10th
        (aa) "Section 11(a)(ii) Event" shall mean any event described in
Section 11(a)(ii) hereof.                               

             (bb) "Section 13 Event" shall mean any event described in clauses
(x), (y) or (z) of Section 13(a) hereof.                

           (cc) "Securities Act" shall mean the Securities Act of 1933, as
amended and as in effect on the date of this Agreement. 

   (dd) "Series A Preferred Stock" shall mean the Series A
      Convertible Preferred Stock, par value $0.01 per share, of the
Company.                                                

         (ee) "Series C Preferred Stock" shall mean the 8.25% Series C
          Convertible Redeemable Preferred Stock, par value $0.01 per share,
of the Company.                                         

             (ff) "Stock Acquisition Date" shall mean the first date of public
            announcement (which, for purposes of this definition, shall include,
           without limitation, a report filed pursuant to Section 13(d) of the
   Exchange Act) by the Company or an Acquiring Person that an
Acquiring Person has become such.                       

         (gg) "Subsidiary" of any Person shall mean any corporation or
          other entity of which a majority of the voting power of the voting
   equity securities or equity interests is owned, directly or
      indirectly, by such Person, or is otherwise controlled by such
Person.                                                 

             (hh) "Triggering Event" shall mean any Section 11(a)(ii) Event or
any Section 13 Event.                                   

Section 2. Appointment of Rights Agent.                             

            The Company hereby appoints the Rights Agent to act as agent for
the Company in accordance with the terms and conditions hereof, and the Rights  
Agent hereby accepts such appointment. The Company may from time to time appoint
such Co-Rights Agents as it may deem necessary or desirable, upon ten (10) days'
prior written notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of any    
such Co-Rights Agent.                                                           

-7- 

EX-99.1
11th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 11th
Section 3. Issue of Rights Certificates.                      

         (a) As promptly as practicable following the Record Date, the
Company will send or deliver a copy of a Summary of Rights to Purchase Preferred
Stock, in substantially the form attached hereto as Exhibit B (the "Summary of  
Rights"), to each record holder of Eligible Stock as of the Close of Business on
the Record Date at the address of such holder shown on the records of the       
Company. With respect to certificates for shares of Eligible Stock outstanding  
as of the Record Date, until the earlier of the Distribution Date or the        
Expiration Date, the Rights will be evidenced by such certificates for the      
Eligible Stock and the registered holders of the Eligible Stock shall also be   
the registered holders of the associated Rights. Until the earlier of the       
Distribution Date or the Expiration Date, the transfer of any certificate       
representing shares of Eligible Stock in respect of which Rights have been      
issued shall also constitute the transfer of the Rights associated with the     
shares of Eligible Stock represented thereby.                                   

           (b) Rights shall be issued in respect of all shares of Eligible
Stock outstanding at the Close of Business on the Record Date and those issued  
(whether originally issued or from the Company's treasury) after the Record Date
but prior to the earlier of the Distribution Date or the Expiration Date. Rights
shall also be issued to the extent provided in Section 22 in respect of all     
shares of Eligible Stock which are issued (whether originally issued or from the
Company's treasury) after the Distribution Date and prior to the Expiration     
Date. Certificates representing such shares of Eligible Stock shall also be     
deemed to be certificates for Rights, and shall bear the following legend (in   
addition to any other legends that may be required):                            

             This certificate also evidences and entitles the holder hereof to
        certain Rights as set forth in a Rights Agreement between XM
             Satellite Radio Holdings Inc. (the "Company") and Equiserve Trust
             Company, N.A. (the "Rights Agent") dated as of August 2, 2002, as
  the same may be amended from time to time (the "Rights
             Agreement"), the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal
             executive offices of the Company. Under certain circumstances, as
            set forth in the Rights Agreement, such Rights will be evidenced
            by separate certificates and will no longer be evidenced by this
    certificate. The Company will mail to the holder of this
          certificate a copy of the Rights Agreement as in effect on the
             date of mailing without charge after receipt of a written request
therefor.                                           

          Under certain circumstances set forth in the Rights Agreement,
              Rights issued to, or held by, any Person who is, was or becomes an
           Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in                                

-8- 

EX-99.1
12th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 12th
            the Rights Agreement), whether currently held by or on behalf of
              such Person or by any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the    
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights    
associated with the Eligible Stock represented by such certificates shall be    
evidenced by such certificates alone and registered holders of Eligible Stock   
shall also be the registered holders of the associated Rights, and the transfer 
of any such certificate shall also constitute the transfer of the Rights        
associated with the Eligible Stock represented thereby.                         

Notwithstanding this Section 3, the omission of a legend shall not affect       
enforceability of any part of this Agreement or the rights of any holder of the 
Rights.                                                                         

            (c) Until the earlier of the Distribution Date or the Expiration
Date (i) the Rights will be evidenced (subject to the provisions of paragraph   
(a) of this Section 3) by the certificates for Eligible Stock registered in the 
names of the holders thereof (which certificates for Eligible Stock shall also  
be deemed to be Rights Certificates) and not by separate Rights Certificates,   
and (ii) the Rights will be transferable only in connection with the transfer of
the underlying shares of Eligible Stock (including a transfer to the Company).  
The Company shall give the Rights Agent prompt written notice of the            
Distribution Date.                                                              

              (d) As soon as practicable after the Distribution Date and receipt
of written notice of the Distribution Date from the Company, the Rights Agent   
upon notification thereof will, at the Company's expense, send by first-class,  
insured, postage prepaid mail, to each record holder of Eligible Stock as of the
Close of Business on the Distribution Date, at the address of such holder shown 
on the records of the Company, a rights certificate, in substantially the form  
of Exhibit C hereto (the "Rights Certificate"), evidencing one Right for each   
share of Class A Common Stock and Series A Preferred Stock so held, subject to  
adjustment as provided herein, and a number of Rights equal to the number of    
shares of Class A Common Stock into which the aggregate number of shares of     
Series C Preferred Stock so held by each respective record holder is convertible
as of the Close of Business on the Distribution Date, subject to adjustment as  
provided herein. In the event that an adjustment in the number of Rights per    
share of Eligible Stock has been made pursuant to Section 11 hereof, at the time
of distribution of the Rights Certificates, the Company shall make necessary and
appropriate rounding adjustments (in accordance with Section 14(a) hereof) so   
that Rights Certificates representing only whole numbers of Rights are          
distributed and cash is paid in lieu of any fractional Rights. As of and after  
the Distribution Date, the Rights will be evidenced solely by such Rights       
Certificates.                                                                   

-9- 

EX-99.1
13th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 13th
Section 4. Form of Rights Certificates.                       

              (a) The Rights Certificates (and the forms of election to purchase
and of assignment to be printed on the reverse thereof) shall be substantially  
the same as Exhibit C hereto and may have such marks of identification or       
designation and such legends, summaries or endorsements printed thereon as the  
Company may deem appropriate, and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any applicable law or with 
any rule or regulation made pursuant thereto or with any rule or regulation of  
any stock exchange on which the Rights may from time to time be listed, or to   
conform to usage. The Rights Certificates shall be in a machine printable format
and in a form reasonably satisfactory to the Rights Agent. Subject to the       
provisions of Section 11 and Section 22 hereof, the Rights Certificates,        
whenever issued, shall be dated as of the Record Date, show the date of         
countersignature, and on their face shall entitle the holders thereof to        
purchase such number of one-one thousandths of a share of Preferred Stock as    
shall be set forth therein at the price set forth therein (such exercise price  
per one-one thousandth of a share, the "Purchase Price"), but the amount and    
type of securities purchasable upon exercise of each Right and the Purchase     
Price thereof shall be subject to adjustment as provided herein.                

         (b) Any Rights Certificate issued pursuant to Section 3(d) or
Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring
Person or any Associate or Affiliate of an Acquiring Person; (ii) a transferee  
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a    
transferee after the Acquiring Person becomes such; or (iii) a transferee of an 
Acquiring Person (or of any such Associate or Affiliate) who becomes a          
transferee prior to or concurrently with the Acquiring Person becoming such and 
receives such Rights pursuant to either (A) a transfer (whether or not for      
consideration) from the Acquiring Person to holders of equity interests in such 
Acquiring Person or to any Person with whom such Acquiring Person has any       
continuing agreement, arrangement or understanding regarding the transferred    
Rights or (B) a transfer which a majority of the Directors has determined is    
part of an agreement, arrangement or understanding which has as a primary       
purpose or effect avoidance of Section 7(e) hereof and any Rights Certificate   
issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange,      
replacement or adjustment of any other Rights Certificate referred to in this   
sentence, shall contain (to the extent feasible) the following legend:          

         The Rights represented by this Rights Certificate are or were
         beneficially owned by a Person who was or became an Acquiring
          Person or an Affiliate or Associate of an Acquiring Person (as
              such terms are defined in the Rights Agreement). Accordingly, this
           Rights Certificate and the Rights represented hereby may become
null and                                            

-10-

EX-99.1
14th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 14th
void in the circumstances specified in Section 7(e) of such Rights
Agreement.                                                        

  The Company shall instruct the Rights Agent in writing of the Rights
which should be so legended and shall supply the Rights Agent with such legended
Rights Certificates. Notwithstanding this Section 4(b), the omission of a legend
shall not affect the enforceability of any part of this Agreement.              

Section 5. Countersignature and Registration.                             

       (a) The Rights Certificates shall be executed on behalf of the Company by
its Chief Executive Officer, President, Chief Financial Officer or Senior Vice  
President and General Counsel and a Secretary or Assistant Secretary either     
manually or by facsimile signature. The Rights Certificates shall be manually   
countersigned by the Rights Agent and shall not be valid for any purpose unless 
so countersigned. In case any officer of the Company who shall have signed any  
of the Rights Certificates shall cease to be such officer of the Company before 
countersignature by the Rights Agent and issuance and delivery by the Company,  
such Rights Certificates, nevertheless, may be countersigned by the Rights      
Agent, and issued and delivered by the Company with the same force and effect as
though the person who signed such Rights Certificates had not ceased to be such 
officer of the Company; and any Rights Certificate may be signed on behalf of   
the Company by any person who, at the actual date of the execution of such      
Rights Certificate, shall be a proper officer of the Company to sign such Rights
Certificate, although at the date of the execution of this Rights Agreement any 
such person was not such an officer.                                            

      (b) Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office or at offices designated as the appropriate 
place for surrender of Rights Certificates upon exercise or transfer, books for 
registration and transfer of the Rights Certificates issued hereunder. Such     
books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights  
Certificates and the date of each of the Rights Certificates.                   

Section 6. Transfer, Split Up, Combination and Exchange of Rights         
     Certificates; Mutilated, Destroyed, Lost or Stolen Rights
Certificates.                                       

     (a) Subject to the provisions of Section 4(b), Section 7(e) and Section
14 hereof, at any time after the Close of Business on the Distribution Date, and
at or prior to the Close of Business on the Expiration Date, any Rights         
Certificate or Certificates may be transferred, split up, combined or exchanged 
for another Rights Certificate or Certificates, entitling the registered holder 
to                                                                              

-11-

EX-99.1
15th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 15th
purchase a like number of one-one thousandths of a share of Preferred Stock (or 
following a Triggering Event, Class A Common Stock, other securities, cash, or  
other assets, as the case may be) as the Rights Certificate or Certificates     
surrendered then entitled such holder (or former holder in the case of a        
transfer) to purchase. Any registered holder desiring to transfer, split up,    
combine or exchange any Rights Certificate shall make such request in writing   
delivered to the Rights Agent, and shall surrender the Rights Certificate or    
Certificates to be transferred, split up, combined or exchanged at the office of
the Rights Agent designated for such purpose. Neither the Rights Agent nor the  
Company shall be obligated to take any action whatsoever with respect to the    
transfer of any such surrendered Rights Certificate until the registered holder 
shall have properly completed and signed the certificate contained in the form  
of assignment on the reverse side of such Rights Certificate and shall have     
provided such additional evidence of the identity of the Beneficial Owner (or   
former Beneficial Owner) or Affiliates or Associates thereof as the Company     
shall reasonably request. Thereupon the Rights Agent shall, subject to Section  
4(b), Section 7(e) and Section 14 hereof, countersign and deliver to the Person 
entitled thereto a Rights Certificate or Certificates, as the case may be, as so
requested. The Company may require payment by the holder of Rights of a sum     
sufficient to cover any tax or governmental charge that may be imposed in       
connection with any transfer, split up, combination or exchange of Rights       
Certificates.                                                                   

(b) Upon receipt by the Company and the Rights Agent of evidence  
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate, and, in case of loss, theft or destruction, of indemnity  
or security reasonably satisfactory to them, and, at the Company's request,     
reimbursement to the Company and the Rights Agent of all reasonable expenses    
incidental thereto, and upon surrender to the Rights Agent and cancellation of  
the Rights Certificate, if mutilated, the Company will execute and deliver a new
Rights Certificate of like tenor to the Rights Agent for countersignature and   
delivery to the registered owner in lieu of the Rights Certificate so lost,     
stolen, destroyed, or mutilated.                                                

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. 

     (a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise      
provided herein including, without limitation, the restrictions on              
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)  
hereof) in whole or in part at any time after the Distribution Date upon        
surrender of the Rights Certificate, with the form of election to purchase and  
the certificate on the reverse side thereof duly and properly executed, to the  
Rights Agent at the office of the Rights Agent designated for such purpose,     
together with payment of the Purchase Price for each one-one thousandth of a    
share of Preferred Stock (or other securities, cash or other assets, as         

-12-

EX-99.1
16th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 16th
the case may be) as to which the Rights are exercised, at or prior to the       
earlier of (i) the close of business on August 2, 2012 (the "Final Expiration   
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof, or (iii) the time at which such Rights are exchanged (the "Exchange     
Date") as provided in Section 24 hereof (the earliest of (i), (ii) and (iii)    
being herein referred to as the "Expiration Date").                             

    (b) Each Right shall entitle the registered holder thereof to purchase
one-one thousandth of a share of Preferred Stock, and the Purchase Price for    
each one-one thousandth of a share of Preferred Stock pursuant to the exercise  
of a Right shall initially be $50.00, and shall be subject to adjustment from   
time to time as provided in Sections 11 and 13 hereof and shall be payable in   
lawful money of the United States of America in accordance with paragraph (c)   
below.                                                                          

       (c) Upon receipt of a Rights Certificate representing exercisable Rights,
with the form of election to purchase and the certificate duly and properly     
executed, accompanied by payment, with respect to each Right so exercised, of   
the Purchase Price per one-one thousandth of a share of Preferred Stock (or     
Class A Common Stock, other securities, cash or other assets, as the case may   
be) to be purchased and an amount equal to any applicable transfer tax or       
governmental charge in cash, or by certified check or cashier's check payable to
the order of the Company, the Rights Agent shall, subject to Section 18(k)      
hereof, thereupon promptly (i) (A) requisition from any transfer agent of the   
shares of Preferred Stock (or make available, if the Rights Agent is the        
transfer agent) certificates for the total number of one-one thousandths of a   
share of Preferred Stock to be purchased and the Company hereby irrevocably     
authorizes its transfer agent to comply with all such requests, or (B) if the   
Company shall have elected to deposit the total number of shares of Preferred   
Stock issuable upon exercise of the Rights hereunder with a depositary agent,   
requisition from the depositary agent depositary receipts representing such     
number of one-one thousandths of a share of Preferred Stock as are to be        
purchased (in which case certificates for the shares of Preferred Stock         
represented by such receipts shall be deposited by the transfer agent with the  
depositary agent) and the Company will direct the depositary to comply with such
request, (ii) requisition from the Company the amount of cash, if any, to be    
paid in lieu of issuance of fractional shares in accordance with Section 14,    
(iii) promptly after receipt of such certificates or depositary receipts, cause 
the same to be delivered to or upon the order of the registered holder of such  
Rights Certificate, registered in such name or names as may be designated by    
such holder and (iv) after receipt thereof, promptly deliver such cash, if any, 
to or upon the order of the registered holder of such Rights Certificate. In the
event that the Company is obligated to issue other securities (including Class A
Common Stock) of the Company, pay cash and/or distribute other property pursuant
to Section 11(a) hereof, the Company will make all arrangements necessary so    
that such securities,                                                           

-13-

EX-99.1
17th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 17th
cash and/or other property are available for distribution by the Rights Agent,  
if and when appropriate.                                                        

(d) In case the registered holder of any Rights Certificate shall 
exercise less than all the Rights evidenced thereby, a new Rights Certificate   
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent and delivered to, or upon the order of, the registered      
holder of such Rights Certificate, registered in such name or names as may be   
designated by such holder, subject to the provisions of Section 14 hereof.      

      (e) Notwithstanding anything in this Agreement to the contrary, from and
after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring   
Person, (ii) a transferee of an Acquiring Person (or of any such Associate or   
Affiliate) who becomes a transferee after the Acquiring Person becomes such, or 
(iii) a transferee of an Acquiring Person (or of any such Associate or          
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring 
Person becoming such and receives such Rights pursuant to either (A) a transfer 
(whether or not for consideration) from the Acquiring Person to holders of      
equity interests in such Acquiring Person or to any Person with whom such       
Acquiring Person has any continuing agreement, arrangement or understanding     
regarding the transferred Rights or (B) a transfer which a majority of the      
Directors has determined is part of an agreement, arrangement or understanding  
which has as a primary purpose or effect the avoidance of this Section 7(e),    
shall become null and void without any further action, and no holder of such    
Rights shall have any rights whatsoever with respect to such Rights, whether    
under any provision of this Agreement or otherwise. The Company shall use all   
reasonable efforts to ensure that the provisions of this Section 7(e) and       
Section 4(b) hereof are complied with, but shall have no liability to any holder
of Rights Certificates or other Person as a result of its failure to make any   
determinations with respect to an Acquiring Person or its Affiliates, Associates
or transferees hereunder. The Rights Agent will endeavor to comply with the     
provisions hereof to the extent it has received instructions from the Company   
concerning such matters.                                                        

     (f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action with
respect to a registered holder upon the occurrence of any purported exercise as 
set forth in this Section 7 unless such registered holder shall have (i)        
properly completed and signed the certificate contained in the form of election 
to purchase set forth on the reverse side of the Rights Certificate surrendered 
for such exercise, and (ii) provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates   
thereof as the Company shall reasonably request.                                

-14-

EX-99.1
18th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 18th
Section 8. Cancellation of Rights Certificates.                           

All Rights Certificates surrendered for the purpose of exercise,  
transfer, split up, combination or exchange shall, if surrendered to the Company
or to any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by   
it, and no Rights Certificates shall be issued in lieu thereof except as        
expressly permitted by any provisions of this Rights Agreement. The Company     
shall deliver to the Rights Agent for cancellation and retirement, and the      
Rights Agent shall so cancel and retire, any other Rights Certificate purchased 
or acquired by the Company otherwise than upon the exercise thereof. The Rights 
Agent shall deliver all cancelled Rights Certificates to the Company.           

Section 9. Reservation and Availability of Capital Stock.                 

    (a) The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of Preferred Stock 
(and following the occurrence of a Triggering Event, out of its authorized and  
unissued shares of Class A Common Stock and/or other securities or out of its   
authorized and issued shares held in its treasury), the number of shares of     
Preferred Stock (and, following the occurrence of a Triggering Event, shares of 
Class A Common Stock and/or other securities) that, as provided in this         
Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the
exercise in full of all outstanding Rights.                                     

(b) In the event the shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Class A Common Stock and/or other securities) 
issuable upon the exercise of Rights become listed on any national securities   
exchange, the Nasdaq Stock Market ("Nasdaq"), or such other system then in use, 
the Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be listed on
such exchange, Nasdaq or such other system then in use upon official notice of  
issuance upon such exercise.                                                    

(c) The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section 
11(a)(ii) Event on which the consideration to be delivered by the Company upon  
exercise of the Rights has been determined in accordance with this Agreement, or
as soon as is required by law following the Distribution Date, as the case may  
be, a registration statement under the Securities Act with respect to the       
securities purchasable upon exercise of the Rights on an appropriate form, (ii) 
cause such registration statement to become effective as soon as practicable    
after such filing, and (iii) cause such registration statement to remain        
effective (with a prospectus at all times meeting the requirements of the       
Securities Act) until the earlier of (A) the date as of which                   

-15-

EX-99.1
19th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 19th
the Rights are no longer exercisable for such securities, and (B) the Expiration
Date. The Company will also take such action as may be appropriate under, or to 
ensure compliance with, the securities or "blue sky" laws of the various states 
in connection with the exercisability of the Rights. The Company may temporarily
suspend, for a period of time not to exceed ninety (90) days after the date set 
forth in clause (i) of the first sentence of this Section 9(c), the             
exercisability of the Rights in order to prepare and file such registration     
statement and permit it to become effective. In addition, if the Company shall  
determine that a registration statement is required following the Distribution  
Date, the Company may temporarily suspend the exercisability of the Rights until
such time as a registration statement has been declared effective. Upon any     
suspension of exercisability of Rights referred to in this Section 9(c), the    
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such 
time as the suspension is no longer in effect, in each case with simultaneous   
written notice to the Rights Agent. Notwithstanding any provision of this       
Agreement to the contrary, the Rights shall not be exercisable and shall be null
and void so long as held by a holder in any jurisdiction where the requisite    
qualification to the issuance to such holder, or the exercise by such holder, of
the Rights in such jurisdiction shall not have been obtained or be obtainable,  
or the exercise thereof shall not be permitted under applicable law or a        
registration statement shall not have been declared effective. The Rights Agent 
may assume that any Right exercised is permitted to be exercised under          
applicable law and shall have no liability for acting in reliance upon such     
assumption.                                                                     

       (d) The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all one-one thousandths of a share of Preferred 
Stock (and, following the occurrence of a Triggering Event, Class A Common Stock
and/or other securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and            
non-assessable.                                                                 

    (e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may  
be payable in respect of the issuance or delivery of the Rights Certificates or 
of any certificates for a number of one-one thousandths of a share of Preferred 
Stock (or Class A Common Stock and/or other securities, as the case may be) upon
the exercise of Rights. The Company shall not, however, be required to pay any  
transfer tax or charge which may be payable in respect of any transfer or       
delivery of Rights Certificates to a Person other than, or the issuance or      
delivery of certificates for a number of one-one thousandths of a share of      
Preferred Stock (or Class A Common Stock and/or other securities, as the case   
may be) in a name other than that of the registered holder of the Rights        
Certificate evidencing Rights surrendered for exercise or to issue or deliver   
any certificates for a number of one-one                                        

-16-

EX-99.1
20th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 20th
thousandths of a share of Preferred Stock (or Class A Common Stock and/or other 
securities, as the case may be) in a name other than that of the registered     
holder upon the exercise of any Rights until any such tax or charge shall have  
been paid (any such tax or charge being payable by the holder of such Rights    
Certificate at the time of surrender) or until it has been established to the   
Company's satisfaction that no such tax or charge is due.                       

Section 10. Preferred Stock Record Date.                                  

Each Person in whose name any certificate for a number of one-one 
thousandths of a share of Preferred Stock (or Class A Common Stock and/or other 
securities, as the case may be) is issued upon the exercise of Rights shall for 
all purposes be deemed to have become the holder of record of such fractional   
shares of Preferred Stock (or Class A Common Stock and/or other securities, as  
the case may be) represented thereby on, and such certificate shall be dated,   
the date upon which the Rights Certificate evidencing such Rights was duly      
surrendered and payment of the Purchase Price (and any applicable transfer taxes
and charges) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Stock (or Class A Common Stock and/or
other securities as the case may be) transfer books of the Company are closed,  
such Person shall be deemed to have become the record holder of such shares     
(fractional or otherwise) on, and such certificate shall be dated, the next     
succeeding Business Day on which the Preferred Stock (or Class A Common Stock   
and/or other securities as the case may be) transfer books of the Company are   
open. Prior to the exercise of the Rights evidenced thereby, the holder of a    
Rights Certificate shall not be entitled to any rights of a stockholder of the  
Company with respect to shares for which the Rights shall be exercisable,       
including, without limitation, the right to vote, to receive dividends or other 
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

   Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number
of Rights.                                        

     The Purchase Price, the number and kind of shares covered by each Right
and the number of Rights outstanding are subject to adjustment from time to time
as provided in this Section 11.                                                 

      (a)(i) In the event the Company shall at any time after the date of this
Agreement (A) declare a dividend on the Preferred Stock payable in shares of    
Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the 
outstanding Preferred Stock into a smaller number of shares or (D) issue any    
shares of its capital stock in a reclassification of the Preferred Stock        
(including any such                                                             

-17-

EX-99.1
21st Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 21st
reclassification in connection with a consolidation or merger in which the      
Company is the continuing or surviving corporation), except as otherwise        
provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in   
effect at the time of the record date for such dividend or of the effective date
of such subdivision, combination or reclassification, and the number and kind of
shares of Preferred Stock or the number and kind of shares of capital stock     
issuable on such date, as the case may be, shall be proportionately adjusted so 
that the holder of any Right exercised after such time shall be entitled to     
receive, upon payment of the aggregate adjusted Purchase Price then in effect   
necessary to exercise a Right in full, the aggregate number and kind of shares  
of Preferred Stock or the number and kind of shares of capital stock, as the    
case may be, which, if such Right had been exercised immediately prior to such  
date and at a time when the Preferred Stock (or other capital stock, as the case
may be) transfer books of the Company were open, such holder would have owned   
upon such exercise and been entitled to receive by virtue of such dividend,     
subdivision, combination, or reclassification. If an event occurs which would   
require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii)    
hereof, the adjustment provided for in this Section 11(a)(i) shall be in        
addition to, and shall be made prior to, any adjustment required pursuant to    
Section 11(a)(ii) hereof.                                                       

        (ii) Subject to Sections 23 and 24 of this Agreement, in the event
that any Person (other than the Company, any Subsidiary of the Company, any     
employee benefit plan of the Company or of any Subsidiary of the Company, or any
Person organized, appointed or established by the Company for or pursuant to the
terms of any such plan), alone or together with its Affiliates and Associates,  
shall, at any time after the Rights Dividend Declaration Date, become an        
Acquiring Person, unless the event causing such Person to become an Acquiring   
Person is a transaction set forth in Section 13(a) hereof, proper provision     
shall be made so that promptly following the Redemption Period (as defined in   
Section 23(a)), each holder of a Right (except as provided below and in Section 
7(e) hereof) shall thereafter have the right to receive, upon exercise thereof  
and payment of an amount equal to the then current Purchase Price in accordance 
with the terms of this Agreement, in lieu of a number of one-one thousandths of 
a share of Preferred Stock, such number of shares of Class A Common Stock as    
shall equal the result obtained by (x) multiplying the then current Purchase    
Price by the then number of one-one thousandths of a share of Preferred Stock   
for which a Right was or would have been exercisable immediately prior to the   
first occurrence of a Section 11(a)(ii) Event, whether or not such Right was    
then exercisable, and (y) dividing that product (which, following such first    
occurrence, shall thereafter be referred to as the "Purchase Price" for each    
Right and for all purposes of this Agreement except to the extent set forth in  
Section 13 hereof) by 50% of the current market price per share of Class A      
Common Stock (determined pursuant to Section 11(d) hereof) on the date of such  
first occurrence (such number of shares, the "Adjustment Shares").              

-18-

EX-99.1
22nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 22nd
           (iii) The Company may at its option substitute for a share of Class A
Common Stock issuable upon the exercise of Rights in accordance with the        
foregoing subparagraph (ii) such number or fractions of shares of Preferred     
Stock having an aggregate market value equal to the current per share market    
price of a share of Class A Common Stock. In the event that the number of shares
of Class A Common Stock which is authorized by the Company's Restated           
Certificate of Incorporation but not outstanding, or reserved for issuance for  
purposes other than upon exercise of the Rights, is not sufficient to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph    
(ii), the Board shall, to the extent permitted by applicable law and by any     
agreements or instruments then in effect to which the Company is a party, (A)   
determine the excess of (1) the value of the Adjustment Shares issuable upon the
exercise of a Right (the "Current Value") over (2) the Purchase Price (such     
excess, the "Spread"), and (B) with respect to each Right (subject to Section   
7(e) hereof), make adequate provision to substitute for some or all of the      
Adjustment Shares, upon exercise of a Right and payment of the applicable       
Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Class A    
Common Stock or other equity securities of the Company (including, without      
limitation, shares, or units of shares, of Preferred Stock which the Board has  
deemed to have the same value as shares of Class A Common Stock) (such shares of
equity securities being herein called "common stock equivalents"), (4) debt     
securities of the Company, (5) other assets, or (6) any combination of the      
foregoing, having an aggregate value equal to the Current Value, where such     
aggregate value has been determined by the Board based upon the advice of an    
investment banking firm selected by the Board; provided, however, if the Company
shall not have made adequate provision to deliver value pursuant to clause (B)  
above within thirty (30) days following the later of (x) the first occurrence of
a Section 11(a)(ii) Event and (y) the date on which the Company's right of      
redemption pursuant to Section 23(a) expires (the later of (x) and (y) being    
referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company   
shall be obligated to deliver, upon the surrender for exercise of a Right and   
without requiring payment of the Purchase Price, shares of Class A Common Stock 
(to the extent available) and then, if necessary, cash, which shares and/or cash
have an aggregate value equal to the Spread.                                    

   If, upon the occurrence of a Section 11(a)(ii) Event, the Board shall
determine in good faith that it is likely that sufficient additional shares of  
Class A Common Stock could be authorized for issuance upon exercise in full of  
the Rights, then if the Board so elects, the thirty (30) day period set forth   
above may be extended to the extent necessary, but not more than ninety (90)    
days after the Section 11(a)(ii) Trigger Date, in order that the Company may    
seek stockholder approval for the authorization of such additional shares (such 
period, as it may be extended, the "Substitution Period"). To the extent that   
action is to be taken pursuant to the preceding provisions of this Section      
11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that 
such action shall apply uniformly to all                                        

-19-

EX-99.1
23rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 23rd
outstanding Rights, and (y) may suspend the exercisability of the Rights until  
the expiration of the Substitution Period in order to seek any authorization of 
additional shares and/or to decide the appropriate form of distribution to be   
made pursuant to the first sentence of this Section 11(a)(iii) and to determine 
the value thereof. In the event of any such suspension, the Company shall issue 
a public announcement stating that the exercisability of the Rights has been    
temporarily suspended, as well as a public announcement at such time as the     
suspension is no longer in effect. For purposes of this Section 11(a)(iii), the 
value of the Class A Common Stock shall be the current market price (as         
determined pursuant to Section 11(d) hereof) per share of the Class A Common    
Stock on the Section 11(a)(ii) Trigger Date and the value of any "common stock  
equivalent" shall be deemed to have the same value as the Class A Common Stock  
on such date. The Board may, but shall not be required to, establish procedures 
to allocate the right to receive shares of Class A Common Stock upon the        
exercise of the Rights among holders of Rights pursuant to this Section         
11(a)(iii).                                                                     

 (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them    
(for a period expiring within forty-five (45) calendar days after such record   
date) to subscribe for or purchase Preferred Stock (or shares having the same   
rights, privileges and preferences as the shares of Preferred Stock ("equivalent
preferred stock") or securities convertible into Preferred Stock at a price per 
share of Preferred Stock or per share of "equivalent preferred stock" (or having
a conversion price per share of Preferred Stock, if a security convertible into 
Preferred Stock) less than the current per share market price of the Preferred  
Stock (as defined in Section 11(d) hereof) on such record date, the Purchase    
Price to be in effect after such record date shall be determined by multiplying 
the Purchase Price in effect immediately prior to such record date by a         
fraction, the numerator of which shall be the number of shares of Preferred     
Stock outstanding on such record date, plus the number of shares of Preferred   
Stock which the aggregate offering price of the total number of shares of       
Preferred Stock and/or equivalent preferred stock so to be offered (and/or the  
aggregate initial conversion price of the convertible securities so to be       
offered) would purchase at such current market price, and the denominator of    
which shall be the number of shares of Preferred Stock outstanding on such      
record date, plus the number of additional shares of Preferred Stock and/or     
equivalent preferred stock to be offered for subscription or purchase (or into  
which the convertible securities so to be offered are initially convertible). In
case such subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as 
determined in good faith by the Board, whose determination shall be described in
a statement filed with the Rights Agent and shall be conclusive for all         
purposes. Shares of Preferred Stock owned by or held for the account of the     
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights                                               

-20-

EX-99.1
24th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 24th
or warrants are not so issued, the Purchase Price shall be adjusted to be the   
Purchase Price which would then be in effect if such record date had not been   
fixed.                                                                          

       (c) In case the Company shall fix a record date for a distribution to all
holders of Preferred Stock (including any such distribution made in connection  
with a consolidation or merger in which the Company is the continuing or        
surviving corporation) of evidences of indebtedness, cash (other than a regular 
quarterly cash dividend out of the earnings or retained earnings of the         
Company), assets (other than a dividend payable in Preferred Stock, but         
including any dividend payable in stock other than Preferred Stock), or         
subscription rights or warrants (excluding those referred to in Section 11(b)   
hereof), the Purchase Price to be in effect after such record date shall be     
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the current per share
market price of the Preferred Stock (as defined in Section 11(d) hereof) on such
record date, less the fair market value (as determined in good faith by the     
Board, whose determination shall be described in a statement filed with the     
Rights Agent and shall be conclusive for all purposes) of the portion of the    
cash, assets or evidences of indebtedness so to be distributed or of such       
subscription rights or warrants applicable to a share of Preferred Stock and the
denominator of which shall be such current per share market price of the        
Preferred Stock. Such adjustment shall be made successively whenever such a     
record date is fixed; and in the event that such distribution is not so made,   
the Purchase Price shall again be adjusted to be the Purchase Price which would 
then be in effect if such record date had not been fixed.                       

       (d) (i) For the purpose of any computation hereunder, the "current market
price" of the Common Stock (including, for purposes of this clause (i) of       
Section 11(d), the Class A Common Stock) on any date shall be deemed to be the  
average of the daily closing prices per share of such Common Stock for the 30   
consecutive Trading Days (as such term is hereinafter defined) immediately prior
to but not including such date; provided, however, that in the event that the   
current market price of the Common Stock is determined during a period following
the announcement by the issuer of such Common Stock of (i) a dividend or        
distribution on such Common Stock payable in shares of such Common Stock or     
securities convertible into such Common Stock (other than the Rights), or (ii)  
any subdivision, combination or reclassification of such Common Stock, and prior
to the expiration of the requisite thirty (30) Trading Day period, as set forth 
above, after the ex-dividend date for such dividend or distribution, or the     
record date for such subdivision, combination or reclassification, then, and in 
each such case, the "current market price" shall be appropriately adjusted to   
take into account ex-dividend trading. The closing price for each day shall be  
the last sale price, regular way, or, in case no such sale takes place on such  
day, the average of the closing bid and asked prices, regular way, in either    
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or                                                 

-21-

EX-99.1
25th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 25th
admitted to trading on the New York Stock Exchange or, if the shares of Common  
Stock are not listed or admitted to trading on the New York Stock Exchange, as  
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the 
shares of Common Stock are listed or admitted to trading or, if the shares of   
Common Stock are not listed or admitted to trading on any national securities   
exchange, the last quoted price or, if not so quoted, the average of the high   
bid and low asked prices in the over-the-counter market, as reported by Nasdaq  
or such other system then in use, or, if on any such date the shares of Common  
Stock are not quoted by any such organization, the average of the closing bid   
and asked prices as furnished by a professional market maker making a market in 
the shares of Common Stock selected by the Board.                               

  If on any such date no market maker is making a market in the Common
Stock, the fair value of such shares on such date as determined in good faith by
the Board shall be used. The term "Trading Day" shall mean a day on which the   
principal national securities exchange on which the shares of Common Stock are  
listed or admitted to trading is open for the transaction of business, or, if   
the shares of Common Stock are not listed or admitted to trading on any national
securities exchange, the term "Trading Day" shall mean a Monday, Tuesday,       
Wednesday, Thursday or Friday on which banking or trust institutions in the     
State of New York are not authorized or obligated by law or executive order to  
close. If the Common Stock is not publicly held or not listed or traded,        
"current market price" shall mean the fair value per share as determined in good
faith by the Board, whose determination shall be described in a statement filed 
with the Rights Agent and shall be conclusive for all purposes.                 

     (ii) For the purpose of any computation hereunder, the "current
market price" per share of Preferred Stock shall be determined in the same      
manner as set forth above for the Common Stock in clause (i) of this Section    
11(d) (other than the last sentence thereof). If the current market price per   
share of Preferred Stock cannot be determined in the manner provided above or if
the Preferred Stock is not publicly held or listed or traded in a manner        
described in clause (i) of this Section 11(d), the "current market price" per   
share of Preferred Stock shall be conclusively deemed to be an amount equal to  
1,000 (as such number may be appropriately adjusted for such events as stock    
splits, stock dividends and recapitalizations with respect to the Class A Common
Stock occurring after the date of this Agreement) multiplied by the current     
market price per share of the Class A Common Stock. If neither the Class A      
Common Stock nor the Preferred Stock is publicly held or so listed or traded,   
"current market price" per share of the Preferred Stock shall mean the fair     
value per share as determined in good faith by the Board, whose determination   
shall be described in a statement filed with the Rights Agent and shall be      
conclusive for all purposes. For all purposes of this Agreement, the            

-22-

EX-99.1
26th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 26th
"current market price" of one-one thousandth of a share of Preferred Stock shall
be equal to the "current market price" of one share of Preferred Stock divided  
by 1,000.                                                                       

       (e) Anything herein to the contrary notwithstanding, no adjustment in the
Purchase Price shall be required unless such adjustment would require an        
increase or decrease of at least one percent (1%) in such price; provided,      
however, that any adjustments which by reason of this Section 11(e) are not     
required to be made shall be carried forward and taken into account in any      
subsequent adjustment. All calculations under this Section 11 shall be made to  
the nearest cent or to the nearest ten-thousandth of a share of Common Stock or 
Class A Common Stock or other share or one-millionth of a share of Preferred    
Stock, as the case may be. Notwithstanding the first sentence of this Section   
11(e), an adjustment required by this Section 11 shall be made no later than the
earlier of (i) three years from the date of the transaction which requires such 
adjustment or (ii) the Expiration Date.                                         

       (f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or
Section 13(a) hereof, the holder of any Right thereafter exercised shall become 
entitled to receive any shares of capital stock of the Company other than       
Preferred Stock, thereafter the number of such other shares so receivable upon  
exercise of any Right and the Purchase Price thereof shall be subject to        
adjustment from time to time in a manner and on terms as nearly equivalent as   
practicable to the provisions with respect to the Preferred Stock contained in  
Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the         
provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred 
Stock shall apply on like terms to any such other shares.                       

(g) All Rights originally issued by the Company subsequent to any 
adjustment made to the Purchase Price hereunder shall evidence the right to     
purchase, at the adjusted Purchase Price, the number of one-one thousandths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise  
of the Rights, all subject to further adjustment as provided herein.            

     (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the    
calculations made in Sections 11(b) and (c), each Right outstanding immediately 
prior to the making of such adjustment shall thereafter evidence the right to   
purchase, at the adjusted Purchase Price, that number of one-one thousandths of 
a share of Preferred Stock (calculated to the nearest one-millionth) obtained by
(i) multiplying (x) the number of one-one thousandths of a share covered by a   
Right immediately prior to this adjustment by (y) the Purchase Price in effect  
immediately prior to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such      
adjustment of the Purchase Price.                                               

-23-

EX-99.1
27th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 27th
     (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in lieu of any adjustment in the 
number of one-one thousandths of a share of Preferred Stock issuable upon the   
exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one-one thousandths of a
share of Preferred Stock for which a Right was exercisable immediately prior to 
such adjustment. Each Right held of record prior to such adjustment of the      
number of Rights shall become that number of Rights (calculated to the nearest  
ten-thousandth) obtained by dividing the Purchase Price in effect immediately   
prior to adjustment of the Purchase Price by the Purchase Price in effect       
immediately after adjustment of the Purchase Price. The Company shall make a    
public announcement of its election to adjust the number of Rights, indicating  
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase   
Price is adjusted or any day thereafter, but, if the Rights Certificates have   
been issued, shall be at least ten (10) days later than the date of the public  
announcement. If Rights Certificates have been issued, upon each adjustment of  
the number of Rights pursuant to this Section 11(i), the Company shall, as      
promptly as practicable, cause to be distributed to holders of record of Rights 
Certificates on such record date Rights Certificates evidencing, subject to     
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and   
upon surrender thereof, if required by the Company, new Rights Certificates     
evidencing all the Rights to which such holders shall be entitled after such    
adjustment. Rights Certificates to be so distributed shall be issued, executed  
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the     
names of the holders of record of Rights Certificates on the record date        
specified in the public announcement.                                           

       (j) Irrespective of any adjustment or change in the Purchase Price or the
number of one-one thousandths of a share of Preferred Stock issuable upon the   
exercise of the Rights, the Rights Certificates theretofore and thereafter      
issued may continue to express the Purchase Price per one-one thousandth of a   
share and the number of one-one thousandths of a share which were expressed in  
the initial Rights Certificates issued hereunder.                               

      (k) Before taking any action that would cause an adjustment reducing the
Purchase Price below the then-par value, if any, of the number of one-one       
thousandths of a share of Preferred Stock issuable upon exercise of the Rights, 
the Company shall take any corporate action which may, in the opinion of its    
counsel, be necessary in order that the Company may validly and legally issue   
fully                                                                           

-24-

EX-99.1
28th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 28th
paid and non-assessable such number of one-one thousandths of a share of        
Preferred Stock at such adjusted Purchase Price.                                

       (l) In any case in which this Section 11 shall require that an adjustment
in the Purchase Price be made effective as of a record date for a specified     
event, the Company may elect to defer until the occurrence of such event the    
issuance to the holder of any Right exercised after such record date the number 
of one-one thousandths of a share of Preferred Stock and other capital stock or 
securities of the Company, if any, issuable upon such exercise over and above   
the number of one-one thousandths of a share of Preferred Stock and other       
capital stock or securities of the Company, if any, issuable upon such exercise 
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other      
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.              

  (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in     
addition to those adjustments expressly required by this Section 11, as and to  
the extent that the Board in its sole discretion shall determine to be advisable
in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) 
issuance wholly for cash of any shares of Preferred Stock at less than the      
current market price, (iii) issuance wholly for cash of shares of Preferred     
Stock or securities which by their terms are convertible into or exchangeable   
for Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or 
warrants referred to hereinabove in this Section 11, hereafter made by the      
Company to holders of its Preferred Stock shall not be taxable to such          
stockholders.                                                                   

       (n) The Company covenants and agrees that it shall not, at any time after
the Distribution Date, (i) consolidate with any other Person (other than a      
Subsidiary of the Company in a transaction which complies with Section 11(o)    
hereof), (ii) merge with or into any other Person (other than a Subsidiary of   
the Company in a transaction which complies with Section 11(o) hereof), or (iii)
sell or transfer (or permit any Subsidiary to sell or transfer), in one         
transaction, or a series of related transactions, assets or earning power       
aggregating more than 50% of the assets or earning power of the Company and its 
Subsidiaries (taken as a whole) to any other Person or Persons (other than the  
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), if (x) at the time of or immediately after 
such consolidation, merger or sale there are any rights, warrants or other      
instruments or securities outstanding or agreements in effect which would       
substantially diminish or otherwise eliminate the benefits intended to be       
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger or sale, the stockholders of the Person who          
constitutes, or would constitute, the "Principal Party" for purposes of         

-25-

EX-99.1
29th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 29th
Section 13(a) hereof shall have received a distribution of Rights previously    
owned by such Person or any of its Affiliates and Associates.                   

     (o) The Company covenants and agrees that, after the Distribution Date,
it will not, except as permitted by Section 23 or Section 27 hereof, take (or   
permit any Subsidiary to take) any action if at the time such action is taken it
is reasonably foreseeable that such action will diminish substantially or       
otherwise eliminate the benefits intended to be afforded by the Rights.         

    (p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Rights Dividend Declaration  
Date and prior to the Distribution Date (i) declare a dividend on the           
outstanding shares of any class or series of Eligible Stock payable in shares of
the respective such class or series of Eligible Stock, (ii) subdivide the       
outstanding shares of any class or series of Eligible Stock, or (iii) combine   
the outstanding shares of any class or series of Eligible Stock into a smaller  
number of shares, the number of Rights associated with each share of such class 
or series of Eligible Stock then outstanding, or issued or delivered thereafter 
but prior to the Distribution Date, shall be proportionately adjusted so that   
the number of Rights thereafter associated with each share of such class or     
series of Eligible Stock following any such event shall equal the result        
obtained by multiplying the number of Rights associated with each share of the  
respective Eligible Stock immediately prior to such event by a fraction the     
numerator of which shall be the total number of shares of the respective        
Eligible Stock outstanding immediately prior to the occurrence of the event and 
the denominator of which shall be the total number of shares of the respective  
Eligible Stock outstanding immediately following the occurrence of such event.  

Section 12. Certificate of Adjusted Purchase Price or Number of Shares.   

     Whenever an adjustment is made as provided in Sections 11 or 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such         
adjustment, and a brief statement of the facts and computations accounting for  
such adjustment, (b) promptly file with the Rights Agent and with each transfer 
agent for the Preferred Stock, the Class A Common Stock, the Series A Preferred 
Stock and the Series C Preferred Stock a copy of such certificate and (c) mail  
or deliver a brief summary thereof to each holder of a Rights Certificate (or,  
if prior to the Distribution Date, to each holder of a certificate representing 
shares of Class A Common Stock) in accordance with Section 25 hereof. The Rights
Agent shall be fully protected in relying on any such certificate and on any    
adjustment therein contained and shall not be deemed to have knowledge of any   
adjustment unless and until it shall have received such certificate.            

-26-

EX-99.1
30th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 30th
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning
Power.                                            

       (a) Subject to Section 23 of this Agreement, in the event that, following
the Stock Acquisition Date, directly or indirectly,                             

         (x) the Company shall consolidate with, or merge with and into, any
   other Person (other than a Subsidiary of the Company in a transaction
     which complies with Section 11(o) hereof), and the Company shall not be
      the continuing or surviving corporation of such consolidation or merger,

 (y) any Person (other than a Subsidiary of the Company in a
     transaction which complies with Section 11(o) hereof) shall consolidate
    with, or merge with or into, the Company, and the Company shall be the
      continuing or surviving corporation of such consolidation or merger and,
 in connection with such consolidation or merger, all or part of the
 outstanding shares of Class A Common Stock shall be changed into or
    exchanged for stock or other securities of any other Person or cash or
any other property, or                                            

         (z) the Company shall sell or otherwise transfer (or one or more of
       its Subsidiaries shall sell or otherwise transfer), in one transaction or
   a series of related transactions, assets or earning power aggregating
 more than 50% of the assets or earning power of the Company and its
      Subsidiaries (taken as a whole) to any Person or Persons (other than the
       Company or any Subsidiary of the Company in one or more transactions each
of which complies with Section 11(o) hereof),                     

then, and in each such case, proper provision shall be made so that:            

    (i) each holder of a Right, except as provided in Section 7(e)
     hereof, shall, upon the expiration of the Redemption Period (as defined
in Section 23(a)), thereafter have the right to receive, upon the 
    exercise thereof at the then current Purchase Price in accordance with
the terms of this Agreement, such number of validly authorized and
     issued, fully paid, non-assessable and freely tradable shares of Common
     Stock of the Principal Party (as such term is hereinafter defined), not
  subject to any liens, encumbrances, rights of first refusal or other
adverse claims, as shall be equal to the result obtained by       

              (1) multiplying the then current Purchase Price by the number of
         one-one thousandths of a share of Preferred Stock for which a Right
was exercisable immediately prior to the first            

-27-

EX-99.1
31st Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 31st
        occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
       has occurred prior to the first occurrence of a Section 13 Event,
           multiplying the number of one-one thousandths of a share of Preferred
      Stock for which a Right was exercisable immediately prior to the
         first occurrence of a Section 11(a)(ii) Event by the Purchase Price
in effect immediately prior to such first occurrence), and

           (2) dividing that product (which product, following the first
   occurrence of a Section 13 Event, shall be referred to as the
  "Purchase Price" for each Right and for all purposes of this
           Agreement) by 50% of the current market price per share of the shares
         of Common Stock of such Principal Party on the date of consummation
        of such Section 13 Event (or the fair market value on such date of
          other securities or property of the Principal Party, as provided for
herein);                                                  

          (ii)  such Principal Party shall thereafter be liable for, and shall
 assume, by virtue of such Section 13 Event, all the obligations and
duties of the Company pursuant to this Agreement;                 

          (iii) the term "Company" shall thereafter be deemed to refer to such
    Principal Party, it being specifically intended that the provisions of
      Section 11 hereof shall apply only to such Principal Party following the
first occurrence of a Section 13 Event;                           

          (iv)  such Principal Party shall take such steps (including, but not
 limited to, the reservation of a sufficient number of shares of its
       Common Stock) in connection with the consummation of any such transaction
       as may be necessary to assure that the provisions hereof shall thereafter
      be applicable, as nearly as reasonably may be, in relation to its shares
     of Common Stock thereafter deliverable upon the exercise of the Rights;
and                                                               

     (v)   the provisions of Section 11(a)(ii) hereof shall be of no
effect following the first occurrence of any Section 13 Event.    

(b) "Principal Party" shall mean                                  

         (i)   in the case of any transaction described in clause (x) or (y)
      of the first sentence of Section 13(a), the Person that is the issuer of
       any securities into which shares of Class A Common Stock are converted in
   such merger or consolidation, and if no securities are so issued, the
 Person that is the other party to such merger or consolidation; and

-28-

EX-99.1
32nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 32nd
         (ii)  in the case of any transaction described in clause (z) of the
     first sentence of Section 13(a), the Person that is the party receiving
      the greatest portion of the assets or earning power transferred pursuant
to such transaction or transactions;                              

provided, however, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding twelve (12)
month period registered under Section 12 of the Exchange Act, and such Person is
a direct or indirect Subsidiary of another Person the Common Stock of which is  
and has been so registered, "Principal Party" shall refer to such other Person; 
and (2) in case such Person is a Subsidiary, directly or indirectly, of more    
than one Person, the Common Stocks of two or more of which are and have been so 
registered, "Principal Party" shall refer to whichever of such Persons is the   
issuer of the Common Stock having the greatest aggregate market value.          

  (c) The Company shall not consummate any Section 13 Event unless the
Principal Party shall have a sufficient number of authorized shares of its      
Common Stock which have not been issued or reserved for issuance to permit the  
exercise in full of the Rights in accordance with this Section 13 and unless    
prior thereto the Company and such Principal Party shall have executed and      
delivered to the Rights Agent a supplemental agreement providing for the terms  
set forth in paragraphs (a) and (b) of this Section 13 and further providing    
that, as soon as practicable after the date of any such Section 13 Event, the   
Principal Party will:                                                           

          (i)   prepare and file a registration statement under the Securities
 Act, with respect to the Rights and the securities purchasable upon
  exercise of the Rights on an appropriate form, and will use its best
     efforts to cause such registration statement to (A) become effective as
    soon as practicable after such filing and (B) remain effective (with a
     prospectus at all times meeting the requirements of the Securities Act)
until the Expiration Date; and                                    

 (ii)  deliver to holders of the Rights historical financial
 statements for the Principal Party and each of its Affiliates which
      comply in all respects with the requirements for registration on Form 10
under the Exchange Act.                                           

   (iii) use its best efforts to obtain any necessary regulatory
 approvals in respect of the securities purchasable upon exercise of
outstanding Rights; and                                           

       (iv)  use its best efforts, if such Common Stock of the Principal
   Party shall be listed or admitted to trading on a national securities

-29-

EX-99.1
33rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 33rd
    exchange, to list or admit to trading (or continue the listing of) the
       Rights and the securities purchasable upon exercise of the Rights on such
securities exchange, or if the securities of the Principal Party  
     purchasable upon exercise of the Rights shall not be listed or admitted
       to trading on a national securities exchange, to cause the Rights and the
  securities purchasable upon exercise of the Rights to be reported by
Nasdaq or such other system then in use.                          

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the  
Rights which have not theretofore been exercised shall thereafter become        
exercisable in the manner described in Section 13(a) hereof.                    

     (d) In no event shall the Rights Agent have any liability in respect of
any such Principal Party transactions, including, without limitation, the       
propriety thereof. The Rights Agent may rely and be fully protected in relying  
upon a certificate of the Company stating that the provisions of this Section 13
have been fulfilled. Notwithstanding anything in this Agreement to the contrary,
the prior written consent of the Rights Agent must be obtained in connection    
with any supplemental agreement which alters the rights or duties of the Rights 
Agent.                                                                          

Section 14. Fractional Rights and Fractional Shares.                    

       (a) The Company shall not be required to issue fractions of Rights except
prior to the Distribution Date as provided in Section 11(p) hereof, or to       
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights  
Certificates with regard to which such fractional Rights would otherwise be     
issuable, an amount in cash equal to the same fraction of the current market    
value of the whole Right. For the purposes of this Section 14(a), the current   
market value of a whole Right shall be the closing price of the Rights for the  
Trading Day immediately prior to the date on which such fractional Rights would 
have been otherwise issuable. The closing price for any day shall be the last   
sale price, or, in case no such sale takes place on such day, the average of the
high bid and low asked prices, in either case as reported by the New York Stock 
Exchange or, if the Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction reporting 
system with respect to securities listed on the principal national securities   
exchange on which the Rights are listed or admitted to trading, or such other   
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a 
professional market maker making a market in the Rights selected by the Board.  
If on any such date no such market maker is making a market in the Rights the   
fair value of the Rights on such date as determined in                          

-30-

EX-99.1
34th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 34th
good faith by the Board shall be used. In the event the Rights are listed or    
admitted to trading on a national securities exchange, the closing price for any
day shall be the last sale price, regular way, or, in case no such sale takes   
place on such day, the average of the high bid and low asked prices, regular    
way, in either case as reported in the principal consolidated transaction       
reporting system with respect to the national securities exchange on which the  
Rights are listed or admitted to trading.                                       

         (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one-one   
thousandth of a share of Preferred Stock) upon exercise of the Rights or to     
distribute certificates which evidence fractional shares of Preferred Stock     
(other than fractions which are integral multiples of one-one thousandth of a   
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that 
are not integral multiples of one-one thousandth of a share of Preferred Stock, 
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one-one thousandth of a share of        
Preferred Stock. For purposes of this Section 14(b), the current market value of
one-one thousandth of a share of Preferred Stock shall be one-one thousandth of 
the closing price of a share of Preferred Stock (as determined pursuant to      
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of  
such exercise.                                                                  

          (c) Following the occurrence of one of the events specified in Section
11 giving rise to the right to receive Class A Common Stock, common stock       
equivalents or other securities upon the exercise of a Right, the Company shall 
not be required to issue fractions of shares of Class A Common Stock, common    
stock equivalents or other securities upon exercise of the Rights or to         
distribute certificates which evidence fractional shares of Class A Common      
Stock, common stock equivalents or other securities. In lieu of fractional      
shares of Class A Common Stock, common stock equivalents or other securities the
Company may pay to the registered holders of Rights Certificates at the time    
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one (1) share of Class A Common Stock,  
common stock equivalents or other securities. For purposes of this Section      
14(c), the current market value of one share of Class A Common Stock shall be   
the closing price of one share of Class A Common Stock (as determined pursuant  
to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.                                                                  

       (d) The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares upon 
exercise of a Right, except as permitted by this Section 14.                    

-31-

EX-99.1
35th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 35th
Section 15. Rights of Action.                                         

        All rights of action in respect of this Agreement, except the rights
of action vested in the Rights Agent pursuant to Section 18 and Section 19      
hereof, are vested in the respective registered holders of the Rights           
Certificates (and, prior to the Distribution Date, the registered holders of the
Eligible Stock); and any registered holder of any Rights Certificate (or, prior 
to the Distribution Date, of the Eligible Stock), without the consent of the    
Rights Agent or of the holder of any other Rights Certificate (or, prior to the 
Distribution Date, of the Eligible Stock), may, in his own behalf and for his   
own benefit, enforce, and may institute and maintain any suit, action or        
proceeding against the Company to enforce, or otherwise act in respect of, his  
right to exercise the Rights evidenced by such Rights Certificate in the manner 
provided in such Rights Certificate and in this Agreement. Without limiting the 
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened       
violations of, the obligations hereunder of any Person subject to this          
Agreement.                                                                      

Section 16. Agreement of Rights Holders.                              

          Every holder of a Right by accepting the same consents and agrees with
the Company and the Rights Agent and with every other holder of a Right that:   

       (a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of Eligible Stock;                         

(b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at   
the office of the Rights Agent designated for such purposes, duly endorsed or   
accompanied by a proper instrument of transfer and with the appropriate form of 
assignment and the certificate contained therein duly completed and executed;   

        (c) subject to Section 6(a) and Section 7(f) hereof, the Company and
the Rights Agent may deem and treat the Person in whose name the Rights         
Certificate (or, prior to the Distribution Date, the associated Eligible Stock  
certificate) is registered as the absolute owner thereof and of the Rights      
evidenced thereby (notwithstanding any notations of ownership or writing on the 
Rights Certificates or the associated Eligible Stock certificate made by anyone 
other than the Company or the Rights Agent) for all purposes whatsoever, and    
neither the Company nor the Rights Agent, subject to the last sentence of       
Section 7(e) hereof, shall be affected by any notice to the contrary; and       

-32-

EX-99.1
36th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 36th
   (d) Notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder 
of a Right or other Person as a result of its inability to perform any of its   
obligations under this Agreement by reason of any preliminary or permanent      
injunction or other order, decree, judgment or ruling (whether interlocutory or 
final) issued by a court of competent jurisdiction or by a governmental,        
regulatory or administrative agency or commission, or any statute, rule,        
regulation or executive order promulgated or enacted by any government          
authority, prohibiting or otherwise restraining performance of such obligation; 
provided, however, the Company must use its best efforts to have any such order,
decree or ruling lifted or otherwise overturned as soon as possible.            

Section 17. Rights Certificate Holder Not Deemed a Stockholder.       

      No holder, as such, of any Rights Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of the Preferred
Stock or any other securities of the Company which may at any time be issuable  
on the exercise of the Rights represented thereby, nor shall anything contained 
herein or in any Rights Certificate be construed to confer upon the holder of   
any Rights Certificate, as such, any of the rights of a stockholder of the      
Company or any right to vote for the election of directors or upon any matter   
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions      
affecting stockholders (except as provided in Section 25 hereof), or to receive 
dividends or subscription rights, or otherwise, until the Right or Rights       
evidenced by such Rights Certificate shall have been exercised in accordance    
with the provisions hereof.                                                     

Section 18. Duties of Rights Agent.                                   

         The Rights Agent undertakes only the duties and obligations expressly
imposed by this Agreement upon the following terms and conditions, by all of    
which the Company and the holders of Rights Certificates, by their acceptance   
thereof, shall be bound:                                                        

        (a) The Rights Agent may consult with legal counsel of its selection
(who may be legal counsel for the Company), and the advice or opinion of such   
counsel shall be full and complete authorization and protection to the Rights   
Agent, and the Rights Agent shall incur no liability, for or in respect of any  
action taken or omitted by it in good faith and in accordance with such advice  
or opinion.                                                                     

          (b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter       

-33-

EX-99.1
37th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 37th
(including, without limitation, the identity of any Acquiring Person and the    
determination of "current market price") be proved or established by the Company
prior to taking or suffering or omitting to take any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically      
prescribed) may be deemed to be conclusively proved and established by a        
certificate signed by any person believed by the Rights Agent to be any one of  
the Chief Executive Officer, President, Chief Financial Officer or Senior Vice  
President and General Counsel of the Company and delivered to the Rights Agent; 
and such certificate shall be full authorization to the Rights Agent, and the   
Rights Agent shall incur no liability, for or in respect of any action taken,   
omitted or suffered in good faith by it under the provisions of this Agreement  
in reliance upon such certificate.                                              

         (c) The Rights Agent shall be liable hereunder only for its own gross
negligence, bad faith, or willful misconduct.                                   

       (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights 
Certificates (except as to its countersignature thereof) or be required to      
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.                                             

        (e) The Rights Agent is serving as an administrative agent and shall
not be under any responsibility in respect of, the validity of any provision of 
this Agreement or the execution and delivery of this Agreement (except the due  
execution hereof by the Rights Agent) or in respect of the validity or execution
of any Rights Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall it be responsible for 
any change in the exercisability of the Rights (including the Rights becoming   
null and void pursuant to Section 7(e) hereof) or any adjustment required under 
any of the provisions hereof or responsible for the manner, method, or amount of
any such adjustment or the ascertaining of the existence of facts that would    
require any such adjustment (except with respect to the exercise of Rights      
evidenced by Rights Certificates after the Rights Agent's actual receipt of     
notice of any such adjustment); nor shall it by any act hereunder be deemed to  
make any representation or warranty as to the authorization or reservation of   
any shares of Class A Common Stock or shares of Preferred Stock to be issued    
pursuant to this Agreement or any Rights Certificate or as to whether any shares
of Class A Common Stock or shares of Preferred Stock will, when so issued, be   
validly authorized and issued, fully paid and non-assessable, nor shall the     
Rights Agent be responsible for the legality of the terms hereof in its capacity
as an administrative agent.                                                     

-34-

EX-99.1
38th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 38th
         (f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such 
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of   
the provisions of this Agreement.                                               

    (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any   
person believed by the Rights Agent to be any one of the Chief Executive        
Officer, President, Chief Financial Officer or Senior Vice President and General
Counsel of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable for any action taken, 
omitted to be taken or suffered to be taken by it in good faith in accordance   
with instructions of any such officer or for any delay in acting while waiting  
for those instructions. Any application by the Rights Agent for written         
instructions from the Company may, at the option of the Rights Agent, set forth 
in writing any action proposed to be taken, suffered or omitted by the Rights   
Agent under this Agreement and the date on or after which such action shall be  
taken or suffered or such omission shall be effective. The Rights Agent shall   
not be liable for any action taken or suffered by, or omission of, the Rights   
Agent in accordance with a proposal included in any such application on or after
the date specified in such application (which date shall not be less than five  
Business Days after the date any officer of the Company actually receives such  
application, unless any such officer shall have consented in writing to an      
earlier date) unless, prior to taking any such action (or the effective date in 
the case of an omission), the Rights Agent shall have received written          
instruction in response to such application specifying the action to be taken,  
suffered or omitted.                                                            

          (h) The Rights Agent and any stockholder, affiliate, director, officer
or employee of the Rights Agent may buy, sell or deal in any of the Rights or   
other securities of the Company or become pecuniarily interested in any         
transaction in which the Company may be interested, or contract with or lend    
money to the Company or otherwise act as fully and freely as though it were not 
Rights Agent under this Agreement. Nothing herein shall preclude the Rights     
Agent from acting in any other capacity for the Company or for any other Person 
or legal entity.                                                                

      (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or 
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect, or misconduct of any such attorneys  
or agents or for any loss to the Company resulting from any such act, default,  
neglect, or misconduct; provided, however, the Rights Agent was not grossly     
negligent in the selection thereof.                                             

-35-

EX-99.1
39th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 39th
        (j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the  
performance of any of its duties hereunder or in the exercise of its rights if  
there shall be reasonable grounds for believing that repayment of such funds or 
adequate indemnification against such risk or liability is not reasonably       
assured to it.                                                                  

     (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of  
assignment or form of election to purchase, as the case may be, has either not  
been properly completed or indicates an affirmative response to clause 1 and/or 
2 thereof, the Rights Agent shall not take any further action with respect to   
such requested exercise of transfer without first consulting with the Company.  

(l) The Rights Agent undertakes only the express duties and 
obligations imposed on it by this Agreement and no implied duties or obligations
shall be read into this Agreement against the Rights Agent.                     

         (m) In addition to the foregoing, the Rights Agent shall be protected
and shall incur no liability for, or in respect of, any action taken or omitted 
by it in connection with its administration of this Agreement if such acts or   
omissions are in reliance upon (i) the proper execution of the certification    
concerning beneficial ownership appended to the form of assignment and the form 
of election to purchase attached to the Rights Certificate unless the Rights    
Agent shall have actual knowledge that, as executed, such certification is      
untrue, or (ii) the non-execution of such certification including, without      
limitation, any refusal to honor any otherwise permissible assignment or        
election by reason of such non-execution.                                       

         (n) The Company agrees to give the Rights Agent prompt written notice
of any event or ownership which would prohibit the exercise or transfer of the  
Rights Certificates.                                                            

Section 19. Compensation and Indemnification of the Rights Agent.     

          (a) The Company agrees to pay to the Rights Agent such compensation as
shall be agreed in writing between the Company and the Rights Agent for all     
services rendered by it hereunder and, from time to time, on demand of the      
Rights Agent, its reasonable expenses and counsel fees and expenses and other   
disbursements incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Rights Agent, its officers, employees, agents and directors for,  
and to hold each of them harmless against, any loss, liability, or expense,     
incurred without gross negligence, bad faith or willful misconduct on the part  
of the Rights Agent, for any action taken, suffered or omitted by the Rights    
Agent or such other indemnified party in connection with the acceptance and     
administration of this Agreement and                                            

-36-

EX-99.1
40th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 40th
the exercise of its duties hereunder, including but not limited to the costs and
expenses of defending against any claim (whether asserted by the Company, a     
holder of Rights, or any other Person) of liability in the premises. The        
indemnity provided for hereunder shall survive the expiration of the Rights and 
the termination of this Agreement.                                              

          (b) The Rights Agent shall be authorized and protected and shall incur
no liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement or the exercise of its     
duties hereunder in reliance upon any Rights Certificate or certificate for     
Class A Common Stock or for other securities of the Company, instrument of      
assignment or transfer, power of attorney, endorsement, affidavit, letter,      
notice, direction, consent, certificate, statement, or other paper or document  
believed by it to be genuine and to be signed and executed by the proper person 
or persons.                                                                     

         (c) Anything in this Agreement to the contrary notwithstanding, in no
event shall the Rights Agent be liable for special, indirect or consequential   
loss or damage of any kind whatsoever (including but not limited to lost        
profits), even if the Rights Agent has been advised of the likelihood of such   
loss or damage and regardless of the form of the action unless such loss or     
damage results from the gross negligence, bad faith or willful misconduct of the
Rights Agent.                                                                   

Section 20. Merger or Consolidation or Change of Name of Rights Agent.

      (a) Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person         
resulting from any merger or consolidation to which the Rights Agent or any     
successor Rights Agent shall be a party, or any Person succeeding to all or     
substantially all the stock transfer business of the Rights Agent or any        
successor Rights Agent, shall be the successor to the Rights Agent under this   
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that such Person would be 
eligible for appointment as a successor Rights Agent under the provisions of    
Section 21 hereof. In case at the time such successor Rights Agent shall succeed
to the agency created by this Agreement, any of the Rights Certificates shall   
have been countersigned but not delivered, any such successor Rights Agent may  
adopt the countersignature of the predecessor Rights Agent and deliver such     
Rights Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may  
countersign such Rights Certificates either in the name of the predecessor      
Rights Agent or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights       
Certificates and in this Agreement.                                             

-37-

EX-99.1
41st Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 41st
         (b) In case at any time the name of the Rights Agent shall be changed
and at any such time any of the Rights Certificates shall have been             
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in   
case at that time any of the Rights Certificates shall not have been            
countersigned, the Rights Agent may countersign such Rights Certificates either 
in its prior name or in its changed name; and in all such cases such Rights     
Certificates shall have the full force provided in the Rights Certificates and  
in this Agreement.                                                              

Section 21. Change of Rights Agent.                                   

    The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon thirty (30) days' notice in
writing mailed to the Company. The Company may remove the Rights Agent or any   
successor Rights Agent upon thirty (30) days' notice in writing, mailed to the  
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Class A Common Stock and Preferred Stock by registered or certified
mail, and to the holders of the Rights Certificates by first-class mail. If the 
Rights Agent shall resign or be removed or shall otherwise become incapable of  
acting, the Company shall appoint a successor to the Rights Agent. If the       
Company shall fail to make such appointment within a period of thirty (30) days 
after giving notice of such removal or after it has been notified in writing of 
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Rights Certificate (who shall, with such notice, submit his  
Rights Certificate for inspection by the Company), then the Rights Agent or the 
registered holder of any Rights Certificate may, at the expense of the Company, 
apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be (i) a Person organized and doing business under the laws of the 
United States or the States of Delaware or New York (or of any other state of   
the United States so long as such Person is authorized to do business in the    
States of Delaware or New York), in good standing, having an office in the      
States of Delaware or New York which is authorized under such laws to exercise  
corporate trust power and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a  
combined capital and surplus of at least $50 million or (ii) an affiliate of    
such a Person. After appointment, the successor Rights Agent shall be vested    
with the same powers, rights, duties and responsibilities as if it had been     
originally named as Rights Agent without further act or deed; but the           
predecessor Rights Agent shall deliver and transfer to the successor Rights     
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later 
than the effective date of any such appointment the Company shall file notice   
thereof in writing with the predecessor Rights Agent and each transfer agent of 
the Class A Common Stock and the Preferred Stock, and mail a                    

-38-

EX-99.1
42nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 42nd
notice thereof in writing to the registered holders of the Rights Certificates. 
Failure to give any notice provided for in this Section 21, however, or any     
defect therein, shall not affect the legality or validity of the resignation or 
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.                                                                

Section 22. Issuance of New Rights Certificates.                      

     Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new Rights        
Certificates evidencing Rights in such form as may be approved by the Board to  
reflect any adjustment or change in the Purchase Price per share and the number 
or kind of class of shares or other securities or property purchasable under the
Rights Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of shares of Class A Common   
Stock following the Distribution Date (other than upon exercise of a Right) and 
prior to the redemption or expiration of the Rights, the Company (a) shall, with
respect to shares of Class A Common Stock so issued or sold pursuant to the     
exercise of stock options or under any employee plan or arrangement, or upon the
exercise, conversion or exchange of securities hereinafter issued by the        
Company, and (b) may, in any other case, if deemed necessary or appropriate by  
the Board, issue Rights Certificates representing the appropriate number of     
Rights in connection with such issuance or sale; provided, however, that (i) no 
such Rights Certificate shall be issued if, and to the extent that, the Company 
shall be advised by counsel that such issuance would create a significant risk  
of material adverse tax consequences to the Company or the Person to whom such  
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have  
been made in lieu of the issuance thereof.                                      

Section 23. Redemption.                                               

   (a) The Board may, at its option, at any time during the period
commencing on the Rights Dividend Declaration Date and ending on the earlier of 
(i) the Close of Business on the tenth day following the Stock Acquisition Date 
(or, if the Stock Acquisition Date shall have occurred prior to the Record Date,
the Close of Business on the tenth day following the Record Date), or (ii) the  
Close of Business on the Final Expiration Date, (the "Redemption Period") cause 
the Company to redeem all but not less than all the then outstanding Rights at a
redemption price of $0.005 per Right, as such amount may be appropriately       
adjusted to reflect any stock split, stock dividend or similar transaction      
occurring after the date hereof (such redemption price being hereinafter        
referred to as the "Redemption Price"); provided, however, that, if the Board   
authorizes redemption of the Rights on or after the time a Person becomes an    
Acquiring Person, then such authorization shall                                 

-39-

EX-99.1
43rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 43rd
require the concurrence of two thirds of the Directors. If, following the       
occurrence of a Stock Acquisition Date and following the expiration of the      
Company's right of redemption hereunder (i) a Person who is an Acquiring Person 
shall have transferred or otherwise disposed of a number of shares of Class A   
Common Stock in one transaction or series of transactions, not directly or      
indirectly involving the Company or any of its Subsidiaries, which did not      
result in the occurrence of a Triggering Event such that such Person is         
thereafter a Beneficial Owner of 10% or less of the outstanding shares of Class 
A Common Stock, (ii) there are no other Persons, immediately following the      
occurrence of the event described in clause (i), who are Acquiring Persons, and 
(iii) the Board, by a vote of two thirds of the Board, shall so approve, then   
the Company's right of redemption shall be reinstated and thereafter be subject 
to the provisions of this Section 23. Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after the first  
occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as
the Company's right of redemption hereunder has expired. The Company may, at its
option, pay the Redemption Price in cash, shares of Class A Common Stock (based 
on the current market price of the Class A Common Stock at the time of          
redemption) or any other form of consideration deemed appropriate by the Board. 

        (b) Immediately upon the action of the Board ordering the redemption
of the Rights, evidence of which shall have been filed with the Rights Agent,   
and without any further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights    
shall be to receive the Redemption Price. Promptly after the action of the Board
ordering the redemption of the Rights, the Company shall give notice of such    
redemption to the Rights Agent and the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear  
upon the registry books of the Rights Agent or, prior to the Distribution Date, 
on the registry books of the Transfer Agent for the Class A Common Stock. Any   
notice which is mailed in the manner herein provided shall be deemed given,     
whether or not the holder receives the notice. Each such notice of redemption   
will state the method by which the payment of the Redemption Price will be made.

Section 24. Exchange.                                                 

          (a) The Board may, at its option, at any time after any Person becomes
an Acquiring Person, exchange all or part of the then outstanding and           
exercisable Rights (which shall not include Rights that have become null and    
void pursuant to the provisions of Section 7(e) hereof) for shares of Class A   
Common Stock at an exchange ratio of one share of Class A Common Stock per      
Right, appropriately adjusted to reflect any stock split, stock dividend or     
similar transaction occurring after the date hereof (such exchange ratio being  
hereinafter referred to as the "Exchange Ratio").                               

-40-

EX-99.1
44th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 44th
         (b) Immediately upon the action of the Board ordering the exchange of
any Rights pursuant to subsection (a) of this Section 24 and without any further
action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive    
that number of shares of Class A Common Stock equal to the number of such Rights
held by such holder multiplied by the Exchange Ratio. The Company shall promptly
give public notice of any such exchange; provided, however, that the failure to 
give, or any defect in, such notice shall not affect the validity of such       
exchange. The Company promptly shall mail a notice of any such exchange to all  
of the holders of such Rights at their last addresses as they appear upon the   
registry books of the Rights Agent. Any notice which is mailed in the manner    
herein provided shall be deemed given, whether or not the holder receives the   
notice. Each such notice of exchange will state the method by which the exchange
of Class A Common Stock for Rights will be effected and, in the event of any    
partial exchange, the number of Rights which will be exchanged. Any partial     
exchange shall be effected pro rata based on the number of Rights (other than   
Rights which have become void pursuant to the provisions of Section 7(e) hereof)
held by each holder of Rights.                                                  

        (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute common stock equivalents (as defined in Section          
11(a)(iii)) for shares of Class A Common Stock exchangeable for Rights, at the  
initial rate of one common stock equivalent for each share of Class A Common    
Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation
and voting rights of common stock equivalents pursuant to the terms thereof, so 
that each common stock equivalent delivered in lieu of each share of Class A    
Common Stock shall have essentially the same dividend, liquidation and voting   
rights as one share of Class A Common Stock.                                    

      (d) In the event that there shall not be sufficient Class A Common
Stock issued but not outstanding or authorized but unissued to permit any       
exchange of Rights as contemplated in accordance with this Section 24, the      
Company shall take all such action as may be necessary to authorize additional  
shares of Class A Common Stock for issuance upon exchange of the Rights.        

         (e) The Company shall not be required to issue fractions of shares of
Class A Common Stock or to distribute certificates which evidence fractional    
shares of Class A Common Stock. In lieu of such fractional shares, the Company  
shall pay to the registered holders of the Right Certificates with regard to    
which such fractional shares would otherwise be issuable an amount in cash equal
to the same fraction of the current market value of a whole share of Class A    
Common Stock. For the purposes of this paragraph (e), the current market value  
of a whole share of Class A Common Stock shall be the closing price of a share  
of Class A Common Stock (as determined pursuant to the second sentence of       
Section 11(d) hereof) for                                                       

-41-

EX-99.1
45th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 45th
the Trading Day immediately prior to the date of exchange pursuant to this      
Section 24.                                                                     

Section 25. Notice of Certain Events.                                 

(a) In case the Company shall propose, at any time after the
Distribution Date (i) to pay any dividend payable in stock of any class to the  
holders of Preferred Stock or to make any other distribution to the holders of  
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings) or (ii) to offer to the holders of Preferred Stock rights or 
warrants to subscribe for or to purchase any additional shares of Preferred     
Stock or shares of stock of any class or any other securities, rights or        
options, or (iii) to effect any reclassification of its Preferred Stock (other  
than a reclassification involving only the subdivision of outstanding Preferred 
Stock), or (iv) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its subsidiaries to     
effect any sale or other transfer), in one or more transactions, of more than   
50% of the assets or earning power of the Company and its subsidiaries (taken as
a whole) to, any other Person, or (v) to effect the liquidation, dissolution or 
winding up of the Company, then, in each such case, the Company shall give to   
each holder of a Rights Certificate, to the extent feasible and in accordance   
with Section 26 hereof, a notice of such proposed action, which shall specify   
the record date for the purposes of such stock dividend, distribution of rights 
or warrants, or the date on which such reclassification, consolidation, merger, 
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the shares of Preferred Stock,  
if any such date is to be fixed, and such notice shall be so given in the case  
of any action covered by clause (i) or (ii) above at least twenty (20) days     
prior to the record date for determining holders of the shares of Preferred     
Stock for purposes of such action and in the case of any such other action, at  
least twenty (20) days prior to the date of the taking of such proposed action  
or the date of participation therein by the holders of the shares of Preferred  
Stock whichever shall be the earlier.                                           

          (b) In case any Section 11(a)(ii) Event shall occur, then, in any such
case, (i) the Company shall as soon as practicable thereafter give to each      
holder of a Rights Certificate and to the Rights Agent, to the extent feasible  
and in accordance with Section 26 hereof, a notice of the occurrence of such    
event which shall specify the event and the consequences of the event to holders
of Rights under Section 11(a)(ii) hereof, and (ii) all references in the        
preceding paragraph to Preferred Stock shall be deemed thereafter to refer to   
Class A Common Stock and/or, if appropriate other securities.                   

-42-

EX-99.1
46th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 46th
Section 26. Notices.                                                  

          Notices or demands authorized by this Agreement to be given or made by
the Rights Agent or by the holder of any Rights Certificate to or on the Company
shall be sufficiently given or made if sent by first-class mail, postage        
prepaid, addressed (until another address is filed in writing with the Rights   
Agent) as follows:                                                              

XM Satellite Radio Holdings Inc.              
1500 Eckington Place, N.E.                    
Washington, D.C. 20002                        

Attention: Chief Financial Officer            

Subject to the provisions of Section 21 hereof, any notice or demand authorized 
by this Agreement to be given or made by the Company or by the holder of any    
Rights Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address  
is filed in writing with the Company) as follows:                               

Equiserve Trust Company, N.A.                 
150 Royall Street                             
Canton, MA 02021                              
Attention: General Counsel                    

Notices or demands authorized by this Agreement to be given or made by the      
Company or the Rights Agent to the holder of any Rights Certificate shall be    
sufficiently given or made if sent by first-class mail, postage prepaid,        
addressed to any such holder at the address of such holder as shown on the      
registry books of the Company.                                                  

Section 27. Supplements and Amendments.                               

      Prior to the Distribution Date and subject to the last sentence of
this Section 27, the Company may in its sole and absolute discretion, and the   
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement in any respect without the approval of any holders of         
certificates representing shares of Class A Common Stock; provided, however,    
that the right of the Board of Directors to extend the Distribution Date shall  
not require any amendment or supplement hereunder. From and after the           
Distribution Date and subject to the last sentence of this Section 27, the      
Company may in its sole and absolute discretion, and the Rights Agent shall at  
any time and from time to time, if the Company so directs, supplement or amend  
this Agreement without the approval of any holders of Rights Certificates in    
order (i) to cure any ambiguity, (ii) to correct or supplement any provision    
contained herein which may be defective or                                      

-43-

EX-99.1
47th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 47th
inconsistent with any other provisions herein, (iii) to shorten or lengthen any 
time period hereunder or (iv) to change or supplement the provisions hereunder  
in any manner which the Company may deem necessary or desirable and which shall 
not adversely affect the interests of the holders of Rights Certificates (other 
than an Acquiring Person or an Affiliate or Associate of any such Person);      
provided, however, that this Agreement may not be supplemented or amended (A) to
lengthen a time period relating to when the Rights may be redeemed at such time 
as the Rights are not then redeemable, or (B) to lengthen any other time period 
unless such lengthening is for the purpose of protecting, enhancing or          
clarifying the rights of, and/or the benefits to, the holders of Rights (other  
than an Acquiring Person or an Affiliate or Associate of any such Person). Upon 
the delivery of a certificate from an appropriate officer of the Company which  
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment.
Notwithstanding any other provision hereof, the Rights Agent's consent must be  
obtained regarding any amendment or supplement pursuant to this Section 27 which
alters the Rights Agent's rights or duties. Notwithstanding anything contained  
in this Agreement to the contrary, no supplement or amendment shall be made     
which changes the Redemption Price.                                             

Section 28. Successors.                                               

    All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Rights Agent shall bind and inure to the benefit  
of their respective successors and assigns hereunder.                           

Section 29. Determinations and Actions by the Board, etc.             

        For all purposes of this Agreement, any calculation of the number of
shares of Class A Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding shares of 
Class A Common Stock of which any Person is the Beneficial Owner, shall be made 
in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board (with, where specifically     
provided for herein, the concurrence of two-thirds of the Directors) shall have 
the exclusive power and authority to administer this Agreement and to exercise  
all rights and powers specifically granted to the Board (with, where            
specifically provided for herein, the concurrence of two thirds of the          
Directors) or to the Company, or as may be necessary or advisable in the        
administration of this Agreement, including, without limitation, the right and  
power to (i) interpret the provisions of this Agreement, and (ii) make all      
determinations deemed necessary or advisable for the administration of this     
Agreement (including without limitation a determination to redeem or not redeem 
the Rights or to amend the Agreement). All such actions,                        

-44-

EX-99.1
48th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 48th
calculations, interpretations and determinations (including, for purposes of    
clause (y) below, all omissions with respect to the foregoing) which are done or
made by the Board (with, where specifically provided for herein, the concurrence
of two thirds of the Directors) in good faith, shall (x) be final, conclusive   
and binding on the Company, the Rights Agent, the holders of the Rights and all 
other Persons, and (y) not subject any director to any liability to the holders 
of the Rights.                                                                  

Section 30. Benefits of this Agreement.                               

      Nothing in this Agreement shall be construed to give to any Person
other than the Company, the Rights Agent and the registered holders of the      
Rights Certificates (and, prior to the Distribution Date, the registered holders
of the Eligible Stock) any legal or equitable right, remedy or claim under this 
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Rights Certificates 
(and, prior to the Distribution Date, registered holders of Eligible Stock).    
Prior to the Distribution Date, the interests of the holders of Rights shall be 
deemed coincident with the interests of the holders of shares of Eligible Stock.

Section 31. Severability.                                             

        If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and         
restrictions of this Agreement shall remain in full force and effect and shall  
in no way be affected, impaired or invalidated; provided, however, that         
notwithstanding anything in this Agreement to the contrary, if any such term,   
provision, covenant or restriction is held by such court or authority to be     
invalid, void or unenforceable and the Board of Directors determines in its good
faith judgment that severing the invalid language from this Agreement would     
materially and adversely affect the purpose or effect of this Agreement, the    
right of redemption set forth in Section 23 hereof shall be reinstated and shall
not expire until the Close of Business on the tenth day following the date of   
such determination by the Board.                                                

Section 32. Governing Law.                                            

 This Agreement, each Right and each Rights Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of  
Delaware and for all purposes shall be governed by and construed in accordance  
with the laws of such State; provided, however, that the rights and obligations 
of the Rights Agent shall be governed by and construed in accordance with the   
laws of the State of New York.                                                  

-45-

EX-99.1
49th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 49th
Section 33. Counterparts.                                             

          This Agreement may be executed in any number of counterparts. It shall
not be necessary that the signature of or on behalf of each party appears on    
each counterpart, but it shall be sufficient that the signature of or on behalf 
of each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any    
proof of this Agreement to produce or account for more than a number of         
counterparts containing the respective signatures of or on behalf of all of the 
parties.                                                                        

Section 34. Descriptive Headings.                                     

      Descriptive headings of the several Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or    
construction of any of the provisions hereof.                                   

-46-

EX-99.1
50th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 50th
  IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed, all as of the day and year first above written.  

                                                XM SATELLITE RADIO HOLDINGS INC.

                                                By: ____________________________
                     Name:
                      Title:

                                              Equiserve Trust Company, N.A.,
                               as Rights Agent

                                                By: ____________________________
                     Name:
                      Title:

-47-

EX-99.1
51st Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 51st
EXHIBITS                                                                        

Exhibit A   Certificate of Designation                                          
Exhibit B   Summary of Rights                                                   
Exhibit C   Form of Rights Certificate                                          

EX-99.1
52nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 52nd
                                                                       Exhibit A

 CERTIFICATE OF DESIGNATION, PREFERENCES AND
 RIGHTS OF
 SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
OF
XM SATELLITE RADIO HOLDINGS INC.

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

    XM Satellite Radio Holdings Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance with  
the provisions of Section 103 thereof, DOES HEREBY CERTIFY:                     

     That pursuant to the authority conferred upon the Board of Directors by
the Restated Certificate of Incorporation of the said Corporation, the said     
Board of Directors on November 8, 2001 adopted the following resolution creating
a series of 225,000,000 shares of Preferred Stock designated as Series D Junior 
Participating Preferred Stock:                                                  

   RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (the "Board") in accordance with the     
provisions of its Restated Certificate of Incorporation (the "Certificate of    
Incorporation"), a series of Preferred Stock of the Corporation be and it hereby
is created from the 60,000,000 shares of preferred stock, par value $0.01 per   
share, authorized to be issued pursuant to the Certificate of Incorporation, and
that the designation and amount thereof and the voting rights or powers,        
preferences and relative, participating, optional and other special rights of   
the shares of such series, and the qualifications, limitations or restrictions  
thereof are as follows:                                                         

     Section 1. Designation and Amount. The shares of such series, par value
$0.01 per share, shall be designated as "Series D Junior Participating Preferred
Stock" and the number of shares constituting such series shall be two hundred   
twenty five thousand (225,000). Such number of shares may be increased or       
decreased by resolution of the Board of Directors; provided, that no decrease   
shall reduce the number of shares of Series D Junior Participating Preferred    
Stock to a number less than the number of shares then outstanding plus the      
number of shares reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any                                

EX-99.1
53rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 53rd
outstanding securities issued by the Corporation convertible into Series D      
Junior Participating Preferred Stock.                                           

Section 2. Dividends and Distributions.                           

       (A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the shares of    
Series D Junior Participating Preferred Stock with respect to dividends, the    
holders of shares of Series D Junior Participating Preferred Stock shall be     
entitled to receive, when, as and if declared by the Board of Directors out of  
funds legally available for the purpose, quarterly dividends payable in cash on 
the 15th day of January, April, July and October, in each year (each such date  
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on 
the first Quarterly Dividend Payment Date after first issuance of a share or    
fraction of a share of Series D Junior Participating Preferred Stock, in an     
amount per share (rounded to the nearest cent) equal to the greater of (a)      
$10.00 or (b) subject to the provision for adjustment hereinafter set forth,    
1,000 times the aggregate per share amount of all cash dividends, and 1,000     
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Class A      
common stock, par value $0.01 per share, of the Corporation (the "Common        
Stock"), or a subdivision of the outstanding shares of Common Stock (by         
reclassification or otherwise), declared on the Common Stock, since the         
immediately preceding Quarterly Dividend Payment Date, or, with respect to the  
first Quarterly Dividend Payment Date, since the first issuance of any share or 
fraction of a share of Series D Junior Participating Preferred Stock. In the    
event the Corporation shall at any time after August 2, 2002 (the "Rights       
Declaration Date") (i) declare or pay any dividend on Common Stock payable in   
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)   
combine the outstanding Common Stock into a smaller number of shares, then in   
each such case the amount to which holders of shares of Series D Junior         
Participating Preferred Stock were entitled immediately prior to such event     
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common  
Stock outstanding immediately after such event and the denominator of which is  
the number of shares of Common Stock that were outstanding immediately prior to 
such event.                                                                     

 (B) The Corporation shall declare a dividend or distribution on the
Series D Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock    
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock  
during the period between any Quarterly Dividend Payment Date and the next      
subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on   
the Series D Junior Participating Preferred                                     

EX-99.1
54th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 54th
Stock shall nevertheless be payable on such subsequent Quarterly Dividend       
Payment Date.                                                                   

        (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series D Junior Participating Preferred Stock from the Quarterly      
Dividend Payment Date next preceding the date of issue of such shares of Series 
D Junior Participating Preferred Stock, unless the date of issue of such shares 
is prior to the record date set for the first Quarterly Dividend Payment Date,  
in which case dividends on such shares shall begin to accrue from the date of   
issue of such shares, or unless the date of issue is a Quarterly Dividend       
Payment Date or is a date after the record date for the determination of holders
of shares of Series D Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which event such dividends shall begin to accrue and be cumulative from such    
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear    
interest. Dividends paid on the shares of Series D Junior Participating         
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a        
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of   
Series D Junior Participating Preferred Stock entitled to receive payment of a  
dividend or distribution declared thereon, which record date shall be no more   
than 50 days prior to the date fixed for the payment thereof.                   

      Section 3. Voting Rights. The holders of shares of Series D Junior
Participating Preferred Stock shall have the following voting rights:           

      (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series D Junior Participating Preferred Stock shall entitle the   
holder thereof to 1,000 votes on all matters submitted to a vote of the         
stockholders of the Corporation. In the event the Corporation shall at any time 
after the Rights Declaration Date (i) declare any dividend on Common Stock      
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of shares,  
then in each such case the number of votes per share to which holders of shares 
of Series D Junior Participating Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction the    
numerator of which is the number of shares of Common Stock outstanding          
immediately after such event and the denominator of which is the number of      
shares of Common Stock that were outstanding immediately prior to such event.   

     (B) Except as otherwise provided by law, the holders of shares of
Series D Junior Participating Preferred Stock and the holders of shares of      

EX-99.1
55th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 55th
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.                                             

    (C) Except as set forth herein, holders of Series D Junior
Participating Preferred Stock shall have no special voting rights and their     
consent shall not be required (except to the extent they are entitled to vote   
with holders of Common Stock as set forth herein) for taking any corporate      
action.                                                                         

Section 4. Certain Restrictions.                      

         (A) Whenever dividends or distributions payable on the Series D
Junior Participating Preferred Stock as provided in Section 2 are not paid,     
thereafter and until such dividends and distributions, whether or not declared, 
on shares of Series D Junior Participating Preferred Stock outstanding shall    
have been paid in full, the Corporation shall not:                              

       (i)    declare or pay dividends on, or make any other
distributions on, or redeem or purchase or otherwise acquire for consideration  
any shares of stock ranking junior (either as to dividends or upon liquidation, 
dissolution or winding up) to the Series D Junior Participating Preferred Stock;
or                                                                              

       (ii)   declare or pay dividends on, or make any other
distributions on, any shares of stock ranking on a parity (either as to         
dividends or upon liquidation, dissolution or winding up) with the Series D     
Junior Participating Preferred Stock, except dividends paid ratably on the      
Series D Junior Participating Preferred Stock and all such parity stock on which
dividends are payable in proportion to the total amounts to which the holders of
all such shares are then entitled; or                                           

    (iii)  redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series D Junior           
Participating Preferred Stock, provided that the Corporation may at any time    
redeem, purchase or otherwise acquire shares of any such parity stock in        
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series D Junior
Participating Preferred Stock; or                                               

    (iv)   redeem or purchase or otherwise acquire for
consideration any shares of Series D Junior Participating Preferred Stock, or   
any shares of stock ranking on a parity with the Series D Junior Participating  
Preferred Stock, except in accordance with a purchase offer made in writing or  
by publication (as determined by the Board of Directors) to all holders of such 

EX-99.1
56th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 56th
shares upon such terms as the Board of Directors, after consideration of the    
respective annual dividend rates and other relative rights and preferences of   
the respective series and classes, shall determine in good faith will result in 
fair and equitable treatment among the respective series or classes.            

    (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of    
stock of the Corporation unless the Corporation could, under paragraph (A) of   
this Section 4, purchase or otherwise acquire such shares at such time and in   
such manner.                                                                    

     Section 5. Reacquired Shares. Any shares of Series D Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and canceled promptly after the       
acquisition thereof. All such shares shall upon their cancellation become       
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of   
the Board of Directors, subject to the conditions and restrictions on issuance  
set forth herein.                                                               

Section 6. Liquidation, Dissolution or Winding Up.    

           (A) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of  
shares of stock ranking junior (either as to dividends or upon liquidation,     
dissolution or winding up) to the Series D Junior Participating Preferred Stock 
unless, prior thereto, the holders of shares of Series D Junior Participating   
Preferred Stock shall have received $50,000.00 per share, plus any unpaid       
dividends and distributions payable thereon, whether or not declared, to the    
date of such payment (the "Series D Liquidation Preference"). Following the     
payment of the full amount of the Series D Liquidation Preference, no additional
distributions shall be made to the holders of Series D Junior Participating     
Preferred Stock unless, prior thereto, the holders of shares of Common Stock    
shall have received an amount per share (the "Common Adjustment") equal to the  
quotient obtained by dividing (i) the Series D Liquidation Preference by (ii)   
1,000 (as appropriately adjusted as set forth in subparagraph (C) below to      
reflect such events as stock splits, stock dividends and recapitalizations with 
respect to the Common Stock) (such number in clause (ii) immediately above being
referred to as the "Adjustment Number"). Following the payment of the full      
amount of the Series D Liquidation Preference and the Common Adjustment in      
respect of all outstanding shares of Series D Junior Participating Preferred    
Stock and Common Stock, respectively, holders of Series D Junior Participating  
Preferred Stock and holders of shares of Common Stock shall receive their       
ratable and proportionate share of the                                          

EX-99.1
57th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 57th
remaining assets to be distributed in the ratio of the Adjustment Number to one 
(1) with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.                                                                   

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series D Liquidation Preference and  
the liquidation preferences of all other series of preferred stock, if any,     
which rank on a parity with the Series D Junior Participating Preferred Stock,  
then such remaining assets shall be distributed ratably to the holders of such  
parity shares in proportion to their respective liquidation preferences. In the 
event, however, that there are sufficient assets available to permit payment in 
full of the Common Adjustment, then such remaining assets shall be distributed  
ratably to the holders of Common Stock.                                         

             (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of  
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the 
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be        
adjusted by multiplying such Adjustment Number by a fraction the numerator of   
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that 
were outstanding immediately prior to such event.                               

        Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in 
which the shares of Common Stock are exchanged for or changed into other stock  
or securities, cash and/or any other property, then in any such case the shares 
of Series D Junior Participating Preferred Stock shall at the same time be      
similarly exchanged or changed in an amount per share (subject to the provision 
for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount 
of stock, securities, cash and/or any other property (payable in kind), as the  
case may be, into which or for which each share of Common Stock is changed or   
exchanged. In the event the Corporation shall at any time after the Rights      
Declaration Date (i) declare any dividend on Common Stock payable in shares of  
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the 
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or  
change of shares of Series D Junior Participating Preferred Stock shall be      
adjusted by multiplying such amount by a fraction the numerator of which is the 
number of shares of Common Stock outstanding immediately after such event and   
the denominator of which is the                                                 

EX-99.1
58th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 58th
number of shares of Common Stock that were outstanding immediately prior to such
event.                                                                          

     Section 8. No Redemption. The Series D Junior Participating
Preferred Stock shall not be redeemable.                                        

          Section 9. Ranking. Notwithstanding anything contained herein to
the contrary, the Series D Junior Participating Preferred Stock shall rank      
junior to all other series of the Corporation's Preferred Stock as to voting    
rights, the payment of dividends and the distribution of assets in liquidation, 
unless the terms of any such series shall provide otherwise.                    

             Section 10. Amendment. The Restated Certificate of Incorporation of
the Corporation shall not be further amended in any manner that would materially
alter or change the powers, preferences or special rights of the Series D Junior
Participating Preferred Stock so as to affect them adversely without the        
affirmative vote of the holders of at least a majority of the outstanding shares
of Series D Junior Participating Preferred Stock, voting separately as a class. 

      Section 11. Fractional Shares. Series D Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the   
holders, in proportion to such holders fractional shares, to exercise voting    
rights, receive dividends, participate in distributions and to have the benefit 
of all other rights of holders of Series D Junior Participating Preferred Stock.

EX-99.1
59th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 59th
IN WITNESS WHEREOF, XM Satellite Radio Holdings Inc. caused this  
Certificate of Designation to be signed this ____ day of _______ 2002.          

                                                XM SATELLITE RADIO HOLDINGS INC.

                                                By: ____________________________
                             Name:
                              Title:

EX-99.1
60th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 60th
                                                                       Exhibit B

 SUMMARY OF RIGHTS TO PURCHASE
 SERIES D JUNIOR PARTICIPATING PREFERRED STOCK

The Board of Directors of XM Satellite Radio Holdings Inc., a Delaware          
corporation (the "Company"), has declared a dividend distribution of one right  
("Right") for each outstanding share of the Company's Class A common stock (the 
"Class A Common Stock"), Series A preferred stock and Series C preferred stock  
(on an as-converted basis) as of the close of business on the Record Date (as   
defined below). The Class A Common Stock, the Series A preferred stock and the  
Series C preferred stock are referred to collectively herein as the "Eligible   
Stock." The distribution is payable to stockholders of record on August 15, 2002
(the "Record Date"). Each Right, when exercisable, entitles the registered      
holder to purchase from the Company one-one thousandth of a share of Series D   
Junior Participating Preferred Stock ("Preferred Stock") at a price of $50.00   
per one-one thousandth share (the "Purchase Price"), subject to adjustment. The 
description and terms of the Rights are set forth in a Rights Agreement (the    
"Rights Agreement") between the Company and Equiserve Trust Company, N.A., as   
Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all
certificates representing shares of Eligible Stock then outstanding, and no     
separate certificates evidencing the Rights will be distributed. The Rights will
separate from the Eligible Stock and a distribution of Rights Certificates (as  
defined below) will occur upon the earlier to occur of (i) 10 days following a  
public announcement that a person or group of affiliated or associated persons  
(an "Acquiring Person") has acquired, or obtained the right to acquire,         
beneficial ownership of 15% or more of the outstanding shares of Class A Common 
Stock (the "Stock Acquisition Date") or (ii) 10 business days (or such later    
date as the Board of Directors of the Company may determine) following the      
commencement of, or the first public announcement of the intention to commence, 
a tender offer or exchange offer the consummation of which would result in the  
beneficial ownership by a person of 15% or more of the outstanding shares of    
Class A Common Stock (the earlier of such dates being called the "Distribution  
Date"). Due to their current ownership position in excess of 15% of the         
Company's outstanding Class A Common Stock, under the Rights Agreement, each of 
Hughes Electronics Corporation and General Motors Corporation (and their        
respective affiliates and associates) shall not be considered an Acquiring      
Person, unless and until such date that it acquires an additional 2% of the     
Company's outstanding Class A Common Stock in excess of its ownership on August 
2, 2002, the date of the Rights Agreement.                                      

                 Until the Distribution Date, (i) the Rights will be evidenced
by the Eligible Stock certificates, and will be transferred with and only with  
the Eligible                                                                    

EX-99.1
61st Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 61st
Stock certificates, (ii) new Eligible Stock certificates issued after August 15,
2002 upon transfer or new issuance of the Eligible Stock will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for    
transfer of any certificates for Eligible Stock outstanding will also constitute
the transfer of the Rights associated with the Eligible Stock represented by    
such certificate.                                                               

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business on August 2, 2012, unless earlier redeemed 
or exchanged by the Company as described below. The Rights will not be          
exercisable by a holder in any jurisdiction where the requisite qualification to
the issuance to such holder, or the exercise by such holder, of the Rights has  
not been obtained or is not obtainable.                                         

           As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be     
mailed to holders of record of the Eligible Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights Certificates alone   
will evidence the Rights. Except as otherwise determined by the Board of        
Directors of the Company, only shares of Eligible Stock issued prior to the     
Distribution Date will be issued with Rights.                                   

                  In the event that a Person becomes the beneficial owner of 15%
or more of the then outstanding shares of Class A Common Stock, each holder of a
Right will, after the end of a redemption period referred to below, have the    
right to exercise the Right by purchasing, for an amount equal to the Purchase  
Price, Class A Common Stock (or, in certain circumstances, cash, property or    
other securities of the Company) having a value equal to two times such amount. 
Notwithstanding any of the foregoing, following the occurrence of the events set
forth in this paragraph, all Rights that are, or (under certain circumstances   
specified in the Rights Agreement) were, beneficially owned by any Acquiring    
Person will be null and void. However, Rights are not exercisable following the 
occurrence of the events set forth above until such time as the Rights are no   
longer redeemable by the Company as set forth below.                            

              For example, at a Purchase Price of $50.00 per Right, each
Right not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to       
purchase $100.00 worth of Class A Common Stock (or other consideration, as noted
above) for $50.00. Assuming that the Class A Common Stock had a per share value 
of $20.00 at such time, the holder of each valid Right would be entitled to     
purchase five shares of Class A Common Stock for $50.00.                        

                  In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination     
transaction in which the Company is not the surviving corporation, or (ii) 50%  
or more of the                                                                  

EX-99.1
62nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 62nd
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall,     
after the expiration of the redemption period referred to below, have the right 
to receive, upon exercise, common stock of the acquiring company having a value 
equal to two times the Purchase Price of the Right (e.g., common stock of the   
acquiring company having a value of $100.00 for the $50.00 Purchase Price).     

        At any time after a person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of Directors of the   
Company may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one share 
of Class A Common Stock (or, in certain circumstances, other equity securities  
of the Company which are deemed by the Board of Directors of the Company to have
the same value as shares of Class A Common Stock) per Right (subject to         
adjustment).                                                                    

         The Purchase Price payable, and the number of one-one
thousandths of a share of Preferred Stock or other securities or property       
issuable, upon exercise of the Rights are subject to adjustment from time to    
time to prevent dilution under certain circumstances.                           

                In general, the Board of Directors of the Company, may cause
the Company to redeem the Rights in whole, but not in part, at any time during  
the period commencing on August 2, 2002 and ending on the tenth day following   
the Stock Acquisition Date (the "Redemption Period") at a price of $0.005 per   
Right (payable in cash, Class A Common Stock or other consideration deemed      
appropriate by the Board of Directors of the Company). Under certain            
circumstances set forth in the Rights Agreements, the decision to redeem the    
Rights will require the concurrence of two thirds of the Directors. After the   
Redemption Period has expired, the Company's right of redemption may be         
reinstated if an Acquiring Person reduces his beneficial ownership to 10% or    
less of the outstanding shares of Class A Common Stock in a transaction or      
series of transactions not involving the Company and there are no other         
Acquiring Persons. Immediately upon the action of the Board of Directors of the 
Company ordering redemption of the Rights, the Rights will terminate and the    
only right of the holders of Rights will be to receive the $0.005 redemption    
price.                                                                          

                 Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,  
the right to vote or to receive dividends. While the distribution of the Rights 
will not be subject to federal taxation to stockholders or to the Company,      
stockholders may, depending upon the circumstances, recognize taxable income in 
the event that the Rights become exercisable for Class A Common Stock (or other 
consideration) of the Company or for common stock of the acquiring company as   
set forth above.                                                                

 * * *

EX-99.1
63rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 63rd
          A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Current Report on Form    
8-K. A copy of the Rights Agreement is available free of charge from the        
Company. This summary description of the Rights does not purport to be complete 
and is qualified in its entirety by reference to the Rights Agreement, which is 
incorporated herein by reference.                                               

EX-99.1
64th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 64th
                                                                       Exhibit C

[Form of Rights Certificate]

Certificate No. R-_______                                        ________ Rights

NOT EXERCISABLE AFTER AUGUST 2, 2012 OR EARLIER IF REDEEMED OR
        EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
      OPTION OF THE COMPANY, AT $0.005 PER RIGHT ON THE TERMS SET FORTH IN
        THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY
       OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH
    PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY
       SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS
   SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A
     HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE
        ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS
     IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.
[THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
         BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
     AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
        DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE
   AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.] */
                                                           -
___________________                                                             

*/ The portion of the legend in brackets shall be inserted only if applicable   
-                                                                               
and shall replace the preceding sentence.                                       

EX-99.1
65th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 65th
Rights Certificate

       This certifies that ________________________ , or its registered assigns,
is the registered owner of the number of Rights set forth above, each of which  
entitles the owner thereof, subject to the terms, provisions and conditions of  
the Rights Agreement, dated as of August 2, 2002, as the same may be amended    
from time to time (the "Rights Agreement"), between XM Satellite Radio Holdings 
Inc., a Delaware corporation (the "Company"), and Equiserve Trust Company, N.A.,
a _________, as Rights Agent (the "Rights Agent"), to purchase from the Company 
at any time prior to _______, 20__ at the office or offices of the Rights Agent 
designated for such purpose, or its successors as Rights Agent, one-one         
thousandth of a fully paid, non-assessable share of Series D Junior             
Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock")
of the Company, at a purchase price of $50.00 per one-one thousandth share (the 
"Purchase Price"), upon presentation and surrender of this Rights Certificate   
with the Form of Election to Purchase and related Certificate duly executed. The
number of Rights evidenced by this Rights Certificate (and the number of shares 
which may be purchased upon exercise thereof) set forth above, and the Purchase 
Price per share set forth above, are the number and Purchase Price as of        
_______, based on the Preferred Stock as constituted at such date, and are      
subject to adjustment upon the happening of certain events as provided in the   
Rights Agreement.                                                               

      From and after the occurrence of an event described in Section 11(a)(ii)
of the Rights Agreement, the Rights evidenced by this Rights Certificate        
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of   
any such Person (as such terms are defined in the Rights Agreement), (ii) a     
transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under 
certain circumstances specified in the Rights Agreement, a transferee of a      
person who, concurrently with or after such transfer, became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person shall become null and void  
and no holder hereof shall have any right with respect to such Rights from and  
after the occurrence of such Section 11(a)(ii) Event.                           

       The Rights evidenced by this Rights Certificate shall not be exercisable,
and shall be void so long as held, by a holder in any jurisdiction where the    
requisite qualification to the issuance to such holder, or the exercise by such 
holder, of the Rights in such jurisdiction shall not have been obtained or be   
obtainable.                                                                     

    As provided in the Rights Agreement, the Purchase Price and the number
and kind of shares of Preferred Stock or other securities, which may be         
purchased upon the exercise of the Rights evidenced by this Rights Certificate  
are                                                                             

-2- 

EX-99.1
66th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 66th
subject to modification and adjustment upon the happening of certain events,    
including Triggering Events (as such term is defined in the Rights Agreement).  

    This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are  
hereby incorporated herein by reference and made a part hereof and to which     
Rights Agreement reference is hereby made for a full description of the rights, 
limitations of rights, obligations, duties and immunities hereunder of the      
Rights Agent, the Company and the holders of the Rights Certificates, which     
limitations of rights include the temporary suspension of the exercisability of 
such Rights under the specific circumstances set forth in the Rights Agreement. 
Copies of the Rights Agreement are on file at the above-mentioned office of the 
Rights Agent and are also available upon written request to the Rights Agent.   

      This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office or offices of the Rights Agent designated for such      
purpose, may be exchanged for another Rights Certificate or Right Certificates  
of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of one-one thousandths of a share of Preferred Stock as the    
Rights evidenced by the Rights Certificate or Rights Certificates surrendered   
shall have entitled such holder to purchase. If this Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.                                                                  

     Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at its option at a redemption
price of $0.005 per Right at any time prior to the earlier of the close of      
business on (i) the tenth day following the Stock Acquisition Date, and (ii) the
Final Expiration Date (as defined in the Rights Agreement). Under certain       
circumstances set forth in the Rights Agreement, the decision to redeem shall   
require the concurrence of two-thirds of the Directors. After the expiration of 
the redemption period, the Company's right of redemption may be reinstated if   
the Acquiring Person reduces its beneficial ownership to 10% or less of the     
outstanding shares of Common Stock in a transaction or series of transactions   
not involving the Company, and such reinstatement is approved by the Company's  
Board of Directors.                                                             

  At any time after a person becomes an Acquiring Person, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by    
such Acquiring Person which have become void), in whole or in part, at an       
exchange ratio of one share of Common Stock (or, in certain circumstances, other
equity securities of the Company which are deemed by the Company's Board of     
Directors to have the same value as shares of Common Stock) per Right (subject  
to adjustment).                                                                 

-3- 

EX-99.1
67th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 67th
      No fractional shares of Preferred Stock will be issued upon the exercise
of any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one-one thousandth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu      
thereof a cash payment will be made, as provided in the Rights Agreement.       

      No holder of this Rights Certificate, as such, shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of shares of       
Preferred Stock or of any other securities of the Company which may at any time 
be issuable on the exercise hereof, nor shall anything contained in the Rights  
Agreement or herein be construed to confer upon the holder hereof, as such, any 
of the rights of a stockholder of the Company or any right to vote for the      
election of directors or upon any matter submitted to stockholders at any       
meeting thereof, or to give or withhold consent to any corporate action, or to  
receive notice of meetings or other actions affecting stockholders (except as   
provided in the Rights Agreement), or to receive dividends or subscription      
rights, or otherwise, until the Right or Rights evidenced by this Rights        
Certificate shall have been exercised as provided in the Rights Agreement.      

      This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by an authorized signatory of the Rights 
Agent.                                                                          

-4- 

EX-99.1
68th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 68th
    WITNESS the facsimile signature of the proper officers of the Company.

Dated as of _____________,_______                                               

                                              XM SATELLITE RADIO HOLDINGS INC.

                                                 By:__________________________
                                                 Name:________________________
                                                 Title:_______________________

                                                 By:__________________________
                                                 Name:________________________
                                                 Title:_______________________

Countersigned:                                                                  

Dated as of _____________,_______                                               

EQUISERVE TRUST COMPANY, N.A.                                                   
as Rights Agent                                                                 

By:______________________________                                               
Authorized Signatory                                                      

-5- 

EX-99.1
69th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 69th
[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if                                     
such holder desires to transfer the                                             
Rights Certificate.)                                                            

FOR VALUE RECEIVED _____________________________________________________________
hereby sells, assigns and transfers unto _______________________________________
(Please print name and address of transferee) __________________________________

________________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein,   
and does hereby irrevocably constitute and appoint _______________ Attorney, to 
transfer the within Rights Certificate on the books of the within-named Company,
with full power of substitution.                                                

Dated:____________________________, ___                                         

                                                        ________________________
                                         Signature

Signature Guaranteed:                                                           

EX-99.1
70th Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 70th
 Certificate

      The undersigned hereby certifies by checking the appropriate boxes
that:                                                                           

          (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an 
Affiliate or Associate of any such Acquiring Person (as such terms are defined  
pursuant to the Rights Agreement);                                              

          (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or subsequently became an Acquiring Person or an         
Affiliate or Associate of any such Acquiring Person.                            

Dated: ______________________, ____                   __________________________
                                     Signature

Signature Guaranteed:                                                           

EX-99.1
71st Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 71st
NOTICE

  The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in   
every particular, without alteration or enlargement or any change whatsoever.   

EX-99.1
72nd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 72nd
FORM OF ELECTION TO PURCHASE

(To be executed if the registered holder                                        
desires to exercise Rights represented                                          
by the Rights Certificate.)                                                     

To:    _____________________                                                    

     The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Rights Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the       
Company or of any other person which may be issuable upon the exercise of the   
Rights) and requests that certificates for such shares be issued in the name of 
and delivered to:                                                               

________________________________________________________________________________
(Please print name and address)                                                 

________________________________________________________________________________

Please insert social security                                                   
or other identifying number: ___________________                                

    If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights     
shall be registered in the name of and delivered to:                            

________________________________________________________________________________
 (Please print name and address)

Please insert social security                                                   
or other identifying number: ___________________________                        

____________________________________________                                    

Dated: _________________, ___                                                   
                                                       _________________________
                                       Signature

Signature Guaranteed:                                                           

-2- 

EX-99.1
73rd Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 73rd
 Certificate

      The undersigned hereby certifies by checking the appropriate boxes
that:                                                                           

       (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are
not being exercised by or on behalf of a Person who is or was an Acquiring      
Person or an Affiliate or Associate of any such Acquiring Person (as such terms 
are defined in the Rights Agreement);                                           

          (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or became an Acquiring Person or an Affiliate or         
Associate of any such Acquiring Person.                                         

Dated: __________________,_____                        _________________________
                                       Signature

Signature Guaranteed:                                                           

-3- 

EX-99.1
Last Page of 74
TOC
1st
Previous
Next
↓Bottom
Just 74th
NOTICE

      The signature to the foregoing Election to Purchase and Certificate must
correspond to the name as written upon the face of this Rights Certificate in   
every particular, without alteration or enlargement or any change whatsoever.   

-4- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		8/2/12		16		64
		8/15/02		9		61
Filed on / For Period End:		8/2/02		1		65			S-8
		11/8/01		52
		8/8/00		9					3
									List all Filings