So this is saying that the noteholders cannot classify the pending merger as a "fundamental change" thus forcing an XM buyback the notes. And in the next sentence says that the exchange is conditioned on the closing of the merger. Doesn't the phrase "conditioned" usually mean that its "dependent upon"? As in this will only happen if the merger occurs. But the headline of the article says that they are "commencing the exchange".
The noteholders that are party to the agreement have agreed not to assert any claim that the proposed merger of XM with a subsidiary of Sirius Satellite Radio constitutes a "Fundamental Change" under the existing indenture, which, if any, would require an offer be made by XM to repurchase the existing notes at par within a specified period following the merger. The exchange offer will be conditioned on the closing of the merger and to other customary conditions for an offer of this nature. The Offer will not be subject to a minimum condition.