Originally Posted by
JohnnyIrishXM
This is the restated Credit facilities from the annual report that todays debt issue will pay off with terms...
First-Lien Credit Agreement (as defined below).
Amendment and Restatement of Existing XM Bank Facilities. On March 6, 2009, XM amended and restated
(i) the $100,000 Credit Agreement, dated as of June 26, 2008, among XM,XMHoldings, the lenders named therein
and UBS AG, as administrative agent (the “UBS Term Loan”) and (ii) the $250,000 Credit Agreement, dated as of
May 5, 2006, among XM, XM Holdings, the lenders named therein and JPMorgan Chase Bank, N.A., as
administrative agent (the “JPM Revolver” and, together with the UBS Term Loan, the “Previous Facilities”).
The Previous Facilities have been combined as term loans into the Amended and Restated Credit Agreement, dated
as of March 6, 2009, among XM, XM Holdings, the lenders named therein and JPMorgan Chase Bank, N.A., as
administrative agent (the “First-Lien Credit Agreement”), and Liberty Media LLC (the “Purchaser”) has purchased
$100,000 aggregate principal amount of such loans from the lenders. XM paid a restructuring fee of 2% to the
existing lenders under the Previous Facilities.
Loans under the First-Lien Credit Agreement held by existing lenders (the “Tranche A” and the “Tranche B”
term loans) will mature on May 5, 2010 and the remaining loans purchased by Liberty (the “Tranche C” term loans)
will mature on May 5, 2011. The Tranche A and the Tranche B term loans are subject to scheduled quarterly
amortization payments of $25,000 starting on March 31, 2009. The Tranche C term loans are subject to a partial
amortization of $25,000 on March 31, 2010, with all remaining amounts due on the final maturity date. Pursuant to
these maturities and the scheduled amortization payments, of the outstanding principal amount, $100,000 of the
$350,000 is due in 2009; $175,000 is due in 2010; and $75,000 is due in 2011. The loans will bear interest at rates
ranging from prime plus 11% to LIBOR (subject to a 3% floor) plus 12%.
The loans under the First-Lien Credit Agreement are guaranteed by XM Holdings and each of the subsidiary
guarantors named therein. The loans are secured by a first lien on substantially all of the assets ofXMHoldings,XM
and certain subsidiaries named therein. The affirmative covenants, negative covenants and event of default
provisions contained in the First-Lien Credit Agreement are substantially similar to those contained in the Previous
Facilities, except that: (i)XMmust maintain cash reserves of $75 million (without taking into account any proceeds
from the Second-Lien Credit Agreement (as defined above)), (ii) we must maintain cash reserves of $35 million,
(iii) XM Holdings and XM must maintain certain EBITDA levels set forth therein and (iv) an event of default shall
occur upon the acceleration of any our material indebtedness or in the event of our voluntary or involuntary
bankruptcy
