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This excerpt taken from the SIRI 10-Q filed May 11, 2009. LM Credit Agreement On February 17, 2009, SIRIUS entered into a Credit Agreement (the “LM Credit Agreement”) with Liberty Media Corporation, as administrative agent and collateral agent. The LM Credit Agreement provides for a $250,000 term loan and $30,000 of purchase money loans. Concurrently with entering into the LM Credit Agreement, SIRIUS borrowed $250,000 under the term loan facility. The proceeds of the term loan were used (i) to repay at maturity our outstanding 2 1/2% Convertible Notes due February 17, 2009 and (ii) for general corporate purposes, including related transaction costs. The loans under the LM Credit Agreement have a stated interest rate of 15% per annum. Commencing on March 31, 2010, the loans amortize in quarterly installments equal to (i) 0.25% of the aggregate principal amount of the loans outstanding on January 1, 2010 and (ii) after December 31, 2011, 25% of the aggregate principal amount of the loans outstanding on January 1, 2012. The loan matures on December 20, 2012. In addition, we pay a commitment fee of 2.0% per annum on the unused portion of the purchase money loan facility. The loans under the LM Credit Agreement are guaranteed by Satellite CD Radio, Inc. and Sirius Asset Management Company LLC, SIRIUS’ wholly owned subsidiaries. The loans are secured by a lien on substantially all of SIRIUS’ assets. The affirmative covenants, negative covenants and event of default provisions in the LM Credit Agreement are substantially similar to those in the Senior Secured Term Loan, dated as of June 20, 2007, among SIRIUS, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent. This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. XM Credit
Agreement
On February 17, 2009, XM, entered into a Credit Agreement
with Liberty Media Corporation, as administrative agent and
collateral agent, and Liberty Media, LLC, as lender.
On March 6, 2009, XM amended and restated that credit
agreement (the “Second-Lien Credit Agreement”) with
Liberty Media Corporation. Pursuant to the Second-Lien Credit
Agreement, XM may borrow $150 million of term loans on
December 1, 2009. The proceeds of these loans will be used
to repay a portion of the 10% Convertible Notes due 2009 of
our wholly-owned subsidiary, and the parent of XM, XM Satellite
Radio Holdings Inc. (“XM Holdings”) on the stated
maturity date thereof. The Second-Lien Credit Agreement matures
on March 1, 2011, and bears interest at 15% per annum. XM
pays a commitment fee of 2% per annum on the undrawn portion of
the Second-Lien Credit Agreement until the date of disbursement
of the loans or the termination of the commitments.
The loans under the Second-Lien Credit Agreement are guaranteed
by XM Holdings and each of the subsidiary guarantors named
therein. The loan is secured by a second-lien on substantially
all the assets of XM Holdings, XM and certain subsidiaries named
therein. The affirmative covenants, negative covenants and event
of default provisions contained in the Second-Lien Credit
Agreement are substantially similar to those contained in the
First-Lien Credit Agreement (as defined below).
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