XM Radio 2009 Annual Report Download - page 183

(j) 11.25% Senior Secured Notes due 2013
In June 2009, XM issued $525,750 aggregate principal amount of 11.25% Senior Secured Notes due 2013 (the
“11.25% Notes”). Interest is payable semi-annually in arrears on June 15 and December 15 of each year at a rate of
11.25% per annum. The 11.25% Notes mature on June 15, 2013. The 11.25% Notes were issued for $488,398,
resulting in an aggregate original issuance discount of $37,352.
XM Holdings and the domestic subsidiaries of XM that guarantee certain of the indebtedness of XM and its
restricted subsidiaries guarantee XM’s obligations under the 11.25% Notes. The 11.25% Notes and related
guarantees are secured by first-priority liens on substantially all of the assets of XM Holdings, XM and the
guarantors.
(k) 13% Senior Notes due 2013
In July 2008, XM issued $778,500 aggregate principal amount of 13% Senior Notes due 2013 (the
“13% Notes”). Interest is payable semi-annually in arrears on February 1 and August 1 of each year at a rate
of 13% per annum, are unsecured and mature on August 1, 2013.
(l) 9.75% Senior Notes due 2014
XM has outstanding $5,260 aggregate principal amount of 9.75% Senior Notes due 2014 (the “XM
9.75% Notes”). Interest on the XM 9.75% Notes is payable semi-annually on May 1 and November 1 at a rate
of 9.75% per annum. The XM 9.75% Notes are unsecured and mature on May 1, 2014. XM, at its option, may
redeem the XM 9.75% Notes at declining redemption prices at any time on or after May 1, 2010, subject to certain
restrictions. Prior to May 1, 2010, XM may redeem the XM 9.75% Notes, in whole or in part, at a price equal to
100% of the principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the date of
redemption.
In March 2009, XM executed and delivered a Third Supplemental Indenture (the “XM 9.75% Notes
Supplemental Indenture”). The XM 9.75% Notes Supplemental Indenture amended the indenture to eliminate
substantially all of the restrictive covenants, eliminated certain events of default and modified or eliminated certain
other provisions contained in the indenture and the XM 9.75% Notes.
(m) 7% Exchangeable Senior Subordinated Notes due 2014
In August 2008, XM issued $550,000 aggregate principal amount of 7% Exchangeable Senior Subordinated
Notes due 2014 (the “Exchangeable Notes”). The Exchangeable Notes are senior subordinated obligations of XM
and rank junior in right of payment to its existing and future senior debt and equally in right of payment with its
existing and future senior subordinated debt. XM Holdings, XM Equipment Leasing LLC and XM Radio Inc. have
guaranteed the Exchangeable Notes on a senior subordinated basis.
The Exchangeable Notes are not guaranteed by SIRIUS or Satellite CD Radio, Inc. Interest is payable semi-
annually in arrears on June 1 and December 1 of each year at a rate of 7% per annum. The Exchangeable Notes
mature on December 1, 2014. The Exchangeable Notes are exchangeable at any time at the option of the holder into
shares of our common stock at an initial exchange rate of 533.3333 shares of common stock per $1,000 principal
amount of Exchangeable Notes, which is equivalent to an approximate exchange price of $1.875 per share of
common stock.
Expired Credit Arrangements
LM Term Loan and LM Purchase Money Loan
In February 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 provided for a $250,000 term
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SIRIUS XM RADIO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)