XM Radio 2009 Annual Report Download - page 184

loan (“LM Term Loan”) and $30,000 of purchase money loans (“LM Purchase Money Loan”). Concurrently with
entering into the LM Credit Agreement, SIRIUS borrowed $250,000 under the LM Term Loan. The proceeds of the
LM Term Loan were used (i) to repay at maturity our outstanding 21⁄2% Convertible Notes due February 17, 2009
and (ii) for general corporate purposes, including related transaction costs.
In August 2009, SIRIUS used net proceeds from the sale of its 9.75% Notes to extinguish the LM Term Loan
and LM Purchase Money Loan. We recorded an aggregate loss on extinguishment of the LM Term Loan and LM
Purchase Money Loan of $134,520 consisting primarily of the unamortized discount, deferred financing fees and
unaccreted portion of the repayment premium to Loss on extinguishment of debt and credit facilities, net, in our
consolidated statements of operations.
Amended and Restated Credit Agreement due 2011
In March 2009, XM amended and restated the $100,000 Senior Secured Term Loan due 2009, dated as of
June 26, 2008, and the $250,000 Senior Secured Revolving Credit Facility due 2009, dated as of May 5, 2006. These
facilities were combined as term loans into the Amended and Restated Credit Agreement, dated as of March 6,
2009. Liberty Media LLC purchased $100,000 aggregate principal amount of such loans from the lenders.
In June 2009, XM used net proceeds from the sale of its 11.25% Notes to repay amounts due under and
extinguish the Amended and Restated Credit Agreement. XM paid a repayment premium of $6,500. We recorded an
aggregate loss on extinguishment of the Amended and Restated Credit Agreement of $49,996 consisting primarily
of the unamortized discount, deferred financing fees and unaccreted portion of the repayment premium to Loss on
extinguishment of debt and credit facilities, net, in our consolidated statements of operations.
Second-Lien Credit Agreement
In February 2009, XM entered into a Credit Agreement (the “XM Credit Agreement”) with Liberty Media
Corporation, as administrative agent and collateral agent. The XM Credit Agreement provided for a $150,000 term
loan. On March 6, 2009, XM amended and restated the XM Credit Agreement (the “Second-Lien Credit
Agreement”) with Liberty Media Corporation.
In June 2009, XM terminated the Second-Lien Credit Agreement in connection with the sale of the
11.25% Notes and repaid all amounts due thereunder. We recorded a loss on termination of the Second-Lien
Credit Agreement of $57,663 related to deferred financing fees to Loss on extinguishment of debt and credit
facilities, net, in our consolidated statements of operations.
Space Systems/Loral Credit Agreement
In July 2007, SIRIUS amended and restated its existing Credit Agreement with Space Systems/Loral (the
“Loral Credit Agreement”). Under the Loral Credit Agreement, Space Systems/Loral agreed to make loans to
SIRIUS to finance the purchase of its fifth and sixth satellites through June 10, 2010. On December 1, 2009, we
cancelled the Loral Credit Agreement.
Covenants and Restrictions
Our debt generally requires compliance with certain covenants that restrict our ability to, among other things,
(i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments,
investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another
person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of our assets, and (vii) make voluntary
prepayments of certain debt, in each case subject to exceptions. SIRIUS operates XM Holdings as an unrestricted
subsidiary for purposes of compliance with the covenants contained in its debt instruments. If we fail to comply with
these covenants, our debt could become immediately payable.
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SIRIUS XM RADIO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)