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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Amendment
and Restatement of Existing XM Bank Facilities
On March 6, 2009, XM amended and restated (i) the
$100 million Credit Agreement, dated as of June 26,
2008, among XM, XM Holdings, the lenders named therein and UBS
AG, as administrative agent (the “UBS Term Loan”) and
(ii) the $250 million Credit Agreement, dated as of
May 5, 2006, among XM, XM Holdings, the lenders named
therein and JPMorgan Chase Bank, N.A., as administrative agent
(the “JPM Revolver” and, together with the UBS Term
Loan, the “Previous Facilities”). The Previous
Facilities were combined as term loans into the Amended and
Restated Credit Agreement, dated as of March 6, 2009, among
XM, XM Holdings, the lenders named therein and JPMorgan Chase
Bank, N.A., as administrative agent (the “First-Lien Credit
Agreement”), and Liberty Media, LLC purchased
$100 million aggregate principal amount of such loans from
the lenders. XM paid a restructuring fee of 2% to the existing
lenders under the Previous Facilities.
Loans under the First-Lien Credit Agreement held by existing
lenders (the “Tranche A” and the
“Tranche B” term loans) mature on May 5,
2010 and the remaining loans purchased by Liberty (the
“Tranche C” term loans) mature on May 5,
2011. The Tranche A and the Tranche B term loans are
subject to four scheduled quarterly amortization payments of
$25 million, which amortization started on March 31,
2009. The Tranche C term loans are subject to a partial
amortization of $25 million on March 31, 2010, with
all remaining amounts due on the final maturity date. Pursuant
to these maturities and the scheduled amortization payments, of
the outstanding principal amount, $100 million of the
$350 million is due in 2009; $175 million is due in
2010; and $75 million is due in 2011. The loans bear
interest at rates ranging from prime plus 11% to LIBOR (subject
to a 3% floor) plus 12%.
The loans under the First-Lien Credit Agreement are guaranteed
by XM Holdings and each of the subsidiary guarantors named
therein. The loans are secured by a first-lien on substantially
all of the assets of XM Holdings, XM and certain subsidiaries
named therein. The affirmative covenants, negative covenants and
event of default provisions contained in the First-Lien Credit
Agreement are substantially similar to those contained in the
Previous Facilities, except that: (i) XM must maintain cash
reserves of $75 million (without taking into account any
proceeds from the Second-Lien Credit Agreement (as defined
above)), (ii) we must maintain cash reserves of
$35 million, (iii) XM Holdings and XM must maintain
certain EBITDA levels and (iv) an event of default shall
occur upon the acceleration of any of our material indebtedness
or in the event of our voluntary or involuntary bankruptcy.
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