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XM Satellite Radio Holdings 8-K 2009
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2009 (March 6, 2009)
XM SATELLITE RADIO HOLDINGS INC. (Exact Name of Registrant as Specified in Charter)
Registrant’s telephone number, including area code: (202) 380-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 3.03. Material Modification to Rights of Security Holders On March 6, 2009, we executed and delivered the Third Supplemental Indenture (the “Supplemental Indenture”), dated as of March 6, 2009, by and among us, XM Satellite Radio Inc., (“XM”), XM Equipment Leasing LLC, XM Radio Inc., and The Bank of New York Mellon, as trustee (the “Trustee”), which Supplemental Indenture supplements the Indenture, dated as of May 1, 2006 (as amended and supplemented, the “Indenture”), among us, XM and the Trustee with respect to XM’s 9.75% Notes due 2014 (the “Notes”). The Supplemental Indenture was entered into in connection with XM’s previously announced tender offer and consent solicitation (the “Offer”) with respect to the Notes commenced on July 29, 2008. As part of the Offer, XM sought and received the requisite consents from holders of the Notes to proposed amendments relating to the Notes and the Indenture. The Supplemental Indenture contains the proposed amendments which amend the Indenture to eliminate substantially all of the restrictive covenants contained in the Indenture and the Notes, eliminate certain events of default and modify or eliminate certain other provisions contained in the Indenture and the Notes. Under the Indenture, dated as of July 31, 2008, among XM Escrow LLC and The Bank of New York Mellon, as trustee, relating to the 13% Senior Notes due 2014 (the “XM 13% Notes”), the maturity of the XM 13% Notes changes from August 1, 2014 to August 1, 2013 when certain conditions have been satisfied. Following the execution of the XM 9.75% Notes Supplemental Indenture, all of these conditions have now been satisfied and the XM 13% Notes will mature on August 1, 2013. The foregoing summary is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 12, 2009
Exhibit Index
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