Security Agreement - XM Satellite Radio Holdings Inc. and Boeing Capital Services Corp.
EXECUTION COPY
LOAN #4010-7
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SECURITY AGREEMENT
dated as of
December 5, 2001
between
XM SATELLITE RADIO HOLDINGS INC.
and
BOEING CAPITAL SERVICES CORPORATION
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TABLE OF CONTENTS
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PAGE
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ARTICLE I DEFINITIONS.............................................................................................1
1.01 CUSTOMER CREDIT AGREEMENT.......................................................................1
1.02 UCC TERMS.......................................................................................1
1.03 CERTAIN DEFINED TERMS...........................................................................1
1.04 INTERPRETATION..................................................................................2
1.05 CAPTIONS........................................................................................2
ARTICLE II REPRESENTATIONS AND WARRANTIES.........................................................................2
ARTICLE III COLLATERAL............................................................................................3
3.01 COLLATERAL......................................................................................3
ARTICLE IV FURTHER ASSURANCES; REMEDIES...........................................................................4
4.01 DELIVERY AND OTHER PERFECTION...................................................................4
4.02 OTHER FINANCING STATEMENTS AND LIENS............................................................4
4.03 PRESERVATION OF RIGHTS..........................................................................5
4.04 SPECIAL PROVISIONS RELATING TO THE ASSIGNED AGREEMENTS..........................................5
4.05 EVENTS OF DEFAULT, ETC..........................................................................5
4.06 DEFICIENCY......................................................................................6
4.07 LOCATIONS; NAMES................................................................................6
4.08 PRIVATE SALE....................................................................................6
4.09 APPLICATION OF PROCEEDS.........................................................................6
4.10 ATTORNEY-IN-FACT................................................................................7
4.11 PERFECTION......................................................................................7
4.12 TERMINATION.....................................................................................7
4.13 FURTHER ASSURANCES..............................................................................7
ARTICLE V MISCELLANEOUS...........................................................................................8
5.01 NOTICES.........................................................................................8
5.02 NO WAIVER.......................................................................................8
5.03 AMENDMENTS, ETC.................................................................................8
5.04 EXPENSES........................................................................................8
5.05 SUCCESSORS AND ASSIGNS..........................................................................9
5.06 COUNTERPARTS....................................................................................9
5.07 GOVERNING LAW; JURISDICTION; ETC................................................................9
5.08 WAIVER OF JURY TRIAL............................................................................9
5.09 AGENTS AND ATTORNEYS-IN-FACT...................................................................10
5.10 SEVERABILITY...................................................................................10
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Security Agreement
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SECURITY AGREEMENT, dated as of December 5, 2001 (this "AGREEMENT") between XM
SATELLITE RADIO HOLDINGS INC., a corporation formed under the laws of Delaware
(the "CUSTOMER") and BOEING CAPITAL SERVICES CORPORATION, a corporation formed
under the laws of Delaware, as Lender under the Customer Credit Agreement
referred to below (the "LENDER") for the benefit of the Lender and its
successors and any other Person that becomes a Lender under the Customer Credit
Agreement referred to below pursuant to Section 8.04 of the Customer Credit
Agreement.
The Customer and the Lender are parties to the Customer Credit Agreement dated
as of December 5, 2001 (as modified and amended from time to time, the "CUSTOMER
CREDIT AGREEMENT"), providing, subject to the terms and conditions thereof, for
the extension of credit to be made by the Lender to the Customer in an aggregate
principal amount not exceeding Thirty Five Million Dollars ($35,000,000).
To induce the Lender to enter into the Customer Credit Agreement and to extend
credit thereunder, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Customer has agreed to
grant a security interest in the Collateral (as hereinafter defined) as security
for the Secured Obligations (as so defined). Accordingly, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
1.01 CUSTOMER CREDIT AGREEMENT. Unless otherwise defined herein, terms
defined in the Customer Credit Agreement are used herein as defined
therein. In addition, capitalized terms used in the preamble hereto
shall have the respective meanings given thereto, and as used herein:
1.02 UCC TERMS. The terms "Accounts", "Chattel Paper", "Deposit Account",
"Document", "Electronic Chattel Paper", "Equipment", "Fixture",
"General Intangible", "Goods", "Instrument", "Inventory", "Investment
Property", "Letter-of-Credit Right", "Payment Intangible", "Proceeds"
and "Software" have the respective meanings ascribed thereto in Article
9 of the UCC.
1.03 CERTAIN DEFINED TERMS. AS USED HEREIN:
"AGREEMENT" has the meaning given to that term in the first
introductory paragraph of this Agreement.
"ASSIGNED AGREEMENTS" means the SPA Assignment and the Ground Spare
Satellite Bus Provisions of the Satellite Purchase Agreement.
"COLLATERAL" has the meaning given to that term in Article 3.
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"CUSTOMER" has the meaning given to that term in the first introductory
paragraph of this Agreement.
"CUSTOMER CREDIT AGREEMENT" has the meaning given to that term in the
second introductory paragraph of this Agreement.
"LENDER" has the meaning given to that term in the first introductory
paragraph of this Agreement.
"SECURED OBLIGATIONS" means, collectively, (a) the principal of and
interest on the Loans and all other amounts whatsoever now or hereafter
from time to time owing by the Customer to the Lender under the Loan
Documents, and (b) all present and future obligations of the Customer
to the Lender hereunder.
"UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York.
1.04 INTERPRETATION. The terms used herein shall be interpreted in
accordance with the provisions of Section 1.02 of the Customer Credit
Agreement, which shall apply equally to this Agreement MUTATIS
MUTANDIS.
1.05 CAPTIONS. The table of contents and caption and section headings
appearing herein are included solely for reference and are not intended
to affect the interpretation of any provision of this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Customer represents and warrants to the Lender that:
(a) TITLE AND PROPERTY. It is the sole beneficial owner of the Collateral
in which it purports to grant a security interest pursuant to Article
III, and no Lien exists upon such Collateral, except for Liens
permitted under Section 6.02 of the Customer Credit Agreement and
except for the security interest in favor of the Lender created
pursuant hereto. The security interest created pursuant hereto
constitutes a valid and perfected security interest in the Collateral
in which the Customer purports to grant a security interest pursuant to
Article III, subject to no equal or prior Lien except as expressly
permitted by Section 6.02 of the Customer Credit Agreement.
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(b) NAMES, ETC.
(i) The full and correct legal name, type of organization,
jurisdiction of organization, organizational ID number (if
applicable) and mailing address of the Customer as of the date
hereof are correctly set forth in ANNEX 1.
(ii) ANNEX 1 correctly specifies the place of business of the
Customer or, if the Customer has more than one place of
business, the location of the chief executive office of the
Customer.
(c) CHANGES IN CIRCUMSTANCES. The Customer has not (a) within the period of
four months prior to the date hereof, changed its location (as defined
in Section 9-307 of the UCC), (b) except as specified in ANNEX 1,
heretofore changed its name, or (c) except as specified in ANNEX 2,
heretofore become a "new debtor" (as defined in Section 9-102(a)(56) of
the UCC) with respect to a currently effective security agreement
previously entered into by any other Person.
(d) FAIR LABOR STANDARDS ACT. Any Goods now or hereafter produced by the
Customer included in the Collateral have been and will be produced in
compliance with the requirements of the Fair Labor Standards Act, as
amended.
ARTICLE III
COLLATERAL
3.01 COLLATERAL. As collateral security for the prompt payment in full when
due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations, whether now existing or hereafter from time to
time arising, the Customer hereby grants to the Lender as hereinafter
provided, a security interest in all of the Customer's right, title and
interest in, to and under the following property, assets and revenues,
whether now owned by the Customer or hereafter acquired and whether now
existing or hereafter coming into existence (all of the property,
assets and revenues described in this Article III being collectively
referred to herein as the "COLLATERAL"):
(a) all rights, title and interest of the Customer in and to the
Ground Spare Satellite Bus under the Ground Spare Satellite
Bus Provisions of the Satellite Purchase Agreement, as
assigned to the Customer in accordance with the SPA
Assignment;
(b) all rights, title and interest of the Customer in, to and
under the Assigned Agreements;
(c) all rights, title and interest of the Customer in and to
proceeds of insurance maintained pursuant to Section 5.06 of
the Customer Credit Agreement in respect of which the Lender
is required by Section 5.06(b) of the Customer Credit
Agreement to be named as loss payee; and
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(d) all Proceeds, products, offspring, accessions, rents, profits,
income, benefits, substitutions and replacements of and to any
of the Collateral and, to the extent related to any
Collateral, all books, correspondence, credit files, records,
invoices and other papers (including without limitation all
tapes, cards, computer runs and other papers and documents in
the possession or under the control of the Customer or any
computer bureau or service company from time to time acting
for the Customer).
ARTICLE IV
FURTHER ASSURANCES; REMEDIES
4.01 DELIVERY AND OTHER PERFECTION. The Customer shall:
(a) give, execute, deliver, file, record, authorize or obtain all
such financing statements, notices, instruments, documents,
agreements or consents or other papers as may be necessary or
desirable in the judgment of the Lender to create, preserve,
perfect or validate the security interest granted pursuant
hereto or to enable the Lender to exercise and enforce its
rights hereunder with respect to such pledge and security
interest (and the Customer hereby authorizes the Lender to
file such financing statements in accordance herewith);
(b) keep full and accurate books and records relating to the
Collateral, and stamp or otherwise mark such books and records
in such manner as the Lender may reasonably require in order
to reflect the security interests granted by this Agreement;
and
(c) permit representatives of the Lender, upon reasonable notice,
at any time during normal business hours to inspect and make
abstracts from its books and records pertaining to the
Collateral, and permit representatives of the Lender to be
present at the Customer's place of business to receive copies
of all communications and remittances relating to the
Collateral, and forward copies of any notices or
communications received by the Customer with respect to the
Collateral, all in such manner as the Lender may require.
4.02 OTHER FINANCING STATEMENTS AND LIENS. Except as otherwise permitted
under Section 6.02 of the Customer Credit Agreement, without the prior
written consent of the Lender, the Customer shall not file or cause to
be on file, or authorize to be filed or to be on file, in any
jurisdiction, any financing statement or like instrument with respect
to any of the Collateral in which the Lender is not named as the sole
secured party. The Customer shall make reasonable efforts to remove any
financing statements or like instruments erroneously filed with respect
to the Collateral.
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4.03 PRESERVATION OF RIGHTS. The Lender shall not be required to take steps
necessary to preserve any rights against prior parties to any of the
Collateral.
4.04 SPECIAL PROVISIONS RELATING TO THE ASSIGNED AGREEMENTS.
(a) The Customer shall remain liable to perform its respective
duties and obligations under the Assigned Agreements in
accordance with its terms to the same extent as if this
Agreement had not been executed and delivered. The exercise by
the Lender of any right, remedy, power or privilege in respect
of this Agreement shall not release the Customer from any of
its duties and obligations under the Assigned Agreements. The
Lender shall not have any duty, obligation or liability under
the Assigned Agreements included in the Collateral by reason
of this Agreement or any other Loan Document, and the Lender
shall not be obligated to perform any of the duties or
obligations of the Customer under the Assigned Agreements or
to take any action to collect or enforce any claim (for
payment) under the Assigned Agreements.
(b) No Lien granted by this Agreement in the Customer's right,
title and interest in the Assigned Agreements shall be deemed
to be a consent by the Lender to the Assigned Agreements.
4.05 EVENTS OF DEFAULT, ETC. During the period during which an Event of
Default shall have occurred and be continuing:
(a) the Customer shall, at the request of the Lender, assemble the
Collateral owned by it at such place or places, reasonably
convenient to both the Lender and the Customer, designated in
its request;
(b) the Lender may make any reasonable compromise or settlement
deemed desirable with respect to any of the Collateral and may
extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, any of the
Collateral;
(c) the Lender shall have all of the rights and remedies with
respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not said Code is in effect in the
jurisdiction where the rights and remedies are asserted) and
such additional rights and remedies to which a secured party
is entitled under the laws in effect in any jurisdiction where
any rights and remedies hereunder may be asserted, including,
without limitation, the right, to the fullest extent permitted
by applicable law, to exercise all voting, consensual and
other powers of ownership pertaining to the Collateral as if
the Lender were the sole and absolute owner thereof (and the
Customer agrees to take all such action as may be appropriate
to give effect to such right);
(d) the Lender in its discretion may, in its name or in the name
of the Customer or otherwise, demand, sue for, collect or
receive any money or property at any time
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payable or receivable on account of or in exchange for any of
the Collateral, but shall be under no obligation to do so; and
(e) the Lender, upon ten Business Days' prior written notice to
the Customer of the time and place, with respect to the
Collateral or any part thereof that shall then be or shall
thereafter come into the possession, custody or control of the
Lender or any of its respective agents, sell, lease, assign or
otherwise dispose of all or any part of such Collateral, at
such place or places as the Lender deems best, and for cash or
for credit or for future delivery (without thereby assuming
any credit risk), at public or private sale, without demand of
performance or notice of intention to effect any such
disposition or of the time or place thereof (except such
notice as is required above or by applicable statute and
cannot be waived), and the Lender or anyone else may be the
purchaser, lessee, assignee or recipient of any or all of the
Collateral so disposed of at any public sale (or, to the
extent permitted by law, at any private sale) and thereafter
hold the same absolutely, free from any claim or right of
whatsoever kind, including any right or equity of redemption
(statutory or otherwise), of the Customer, any such demand,
notice and right or equity being hereby expressly waived and
released. The Lender may, without notice or publication,
adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any
time or place to which the sale may be so adjourned.
The Proceeds of each collection, sale or other disposition under this
Section 4.05, shall be applied in the manner specified in Section 4.09.
4.06 DEFICIENCY. If the proceeds of sale, collection or other realization of
or upon the Collateral pursuant to Section 4.05 are insufficient to
cover the costs and expenses of such realization and the payment in
full of the Secured Obligations, the Customer shall remain liable for
any deficiency.
4.07 LOCATIONS; NAMES. Without at least 30 days' prior written notice to the
Lender, the Customer shall not change its location (as defined in
Section 9-307 of the UCC) or change its name from the name shown as its
current legal name on ANNEX 1.
4.08 PRIVATE SALE. The Lender shall not incur any liability as a result of
the sale of the Collateral, or any part thereof, at any private sale
pursuant to Section 4.05 conducted in a commercially reasonable manner.
The Customer hereby waives any claims against the Lender arising by
reason of the fact that the price at which the Collateral may have been
sold at such a private sale was less than the price that might have
been obtained at a public sale or was less than the aggregate amount of
the Secured Obligations, even if the Lender accepts the first offer
received and does not offer the Collateral to more than one offeree.
4.09 APPLICATION OF PROCEEDS. Except as otherwise herein expressly provided,
the Proceeds of any collection, sale or other realization of all or any
part of the Collateral pursuant
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hereto, and any other cash at the time held by the Lender under this
Section 4, shall be applied by the Lender:
FIRST, to the payment of the costs and expenses of such collection,
sale or other realization, including reasonable out-of-pocket costs and
expenses of the Lender and the fees and expenses of its agents and
counsel, and all expenses incurred and advances made by the Lender in
connection therewith;
NEXT, to the payment in full of the Secured Obligations; and
FINALLY, to the payment to the Customer, or its successor or assign, or
as a court of competent jurisdiction may direct, of any surplus then
remaining.
4.10 ATTORNEY-IN-FACT. Without limiting any rights or powers granted by this
Agreement to the Lender while no Event of Default has occurred and is
continuing, upon the occurrence and during the continuance of any Event
of Default the Lender is hereby appointed the attorney-in-fact of the
Customer for the purpose of carrying out the provisions of this Section
4 and taking any action and executing any instruments that the Lender
may deem necessary or advisable to accomplish the purposes hereof,
which appointment as attorney-in-fact is irrevocable and coupled with
an interest. Without limiting the generality of the foregoing, so long
as the Lender shall be entitled under this Section 4 to make
collections in respect of the Collateral, the Lender shall have the
right and power to receive, endorse and collect all checks made payable
to the order of the Customer representing any dividend, payment or
other distribution in respect of the Collateral or any part thereof and
to give full discharge for the same.
4.11 PERFECTION. Prior to or concurrently with the execution and delivery of
this Agreement, the Customer shall file such financing statements and
other documents in such offices as the Lender may request to perfect
the security interests granted by Section 3 of this Agreement.
4.12 TERMINATION. When all Secured Obligations shall have been paid in full,
this Agreement shall terminate, and the Lender shall forthwith cause to
be assigned, transferred and delivered, against receipt but without any
recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of
the Customer. The Lender shall also execute and deliver to the Customer
upon such termination such Uniform Commercial Code termination
statements and such other documentation as shall be reasonably
requested by the Customer to effect the termination and release of the
Liens on the Collateral.
4.13 FURTHER ASSURANCES. The Customer agrees that, from time to time upon
the written request of the Lender, it will execute and deliver such
further documents and do such other acts and things as the Lender may
reasonably request in order fully to effect the purposes of this
Agreement.
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ARTICLE V
MISCELLANEOUS
5.01 NOTICES. All notices, requests, consents and demands hereunder shall be
in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy to the
intended recipient at the "Address for Notices" specified beneath its
name on the signature pages hereto or, as to either party, at such
other address as shall be designated by such party in a notice to each
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given on the date of
receipt.
5.02 NO WAIVER. No failure on the part of the Lender to exercise, and no
delay in exercising, and no course of dealing with respect to, any
right, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise by the Lender of any right,
power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The
remedies herein are cumulative and are not exclusive of any remedies
provided by law.
The Customer irrevocably waives, to the fullest extent permitted by
applicable law, any claim that any action or proceeding commenced by
the Lender relating in any way to this Agreement should be dismissed or
stayed by reason, or pending the resolution, of any action or
proceeding commenced by the Customer relating in any way to this
Agreement whether or not commenced earlier.
5.03 AMENDMENTS, ETC. The terms of this Agreement may be waived, altered or
amended only by an instrument in writing duly executed by the Customer
and the Lender. Any such amendment or waiver shall be binding upon the
Lender and the Customer.
5.04 EXPENSES. The Customer agrees to reimburse the Lender for all
reasonable costs and expenses incurred by them (including, without
limitation, the reasonable fees and expenses of legal counsel) in
connection with (i) any Default and any enforcement or collection
proceeding resulting therefrom, including, without limitation, all
manner of participation in or other involvement with (w) performance by
the Lender of any obligations of the Customer in respect of the
Collateral that the Customer has failed or refused to perform, (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or
liquidation proceedings, or any actual or attempted sale, or any
exchange, enforcement, collection, compromise or settlement in respect
of any of the Collateral, and for the care of the Collateral and
defending or asserting rights and claims of the Lender in respect
thereof, by litigation or otherwise, including expenses of insurance,
(y) judicial or regulatory proceedings and (z) workout, restructuring
or other negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 5.04, and all such costs and
expenses shall be Secured Obligations entitled to the benefits of the
collateral security provided pursuant to Article III.
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5.05 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the Customer
and the Lender, (PROVIDED, HOWEVER, that the Customer shall not assign
or transfer its rights or obligations hereunder without the prior
written consent of the Lender).
5.06 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.
5.07 GOVERNING LAW; JURISDICTION; ETC.
(a) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.
(b) SUBMISSION TO JURISDICTION. The Customer hereby
irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the United States District Court for the Southern
District of New York and of the Supreme Court of the State of New
York sitting in New York County and any appellate court therefrom in
any action or proceedings arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Lender may otherwise have
to bring any action or proceeding relating to this Agreement against
the Customer or its properties in the courts of any jurisdiction.
(c) WAIVER OF VENUE. The Customer hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out
of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.
(d) SERVICE OF PROCESS. Each party to this Agreement
irrevocably consents to service of process in the manner provided
for notices in Section 5.01. Nothing in this Agreement will affect
the right of any party to this Agreement to serve process in any
other manner permitted by law.
5.08 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON
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CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
5.09 AGENTS AND ATTORNEYS-IN-FACT. The Lender may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible
for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.
5.10 SEVERABILITY. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered as of the day and year first above written.
XM SATELLITE RADIO HOLDINGS INC.
By:
----------------------------------
Name:
Title:
Address for Notices:
1500 Eckington Place NE
Washington, DC 20002
Attention: Heinz Stubblefield
Telecopy: (202) 380-4500
Telephone: (202) 380-4000
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BOEING CAPITAL SERVICES CORPORATION
By:
--------------------------------------
Name:
Title:
Address for Notices:
500 Naches Avenue SW, Third Floor
Renton, WA 98055
Attention: Mr. Christopher M. Cook
Telecopy: (425) 393-1002
Telephone: (425) 393-0835
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Annex 1 to the
Security Agreement
FILING DETAILS
CURRENT LEGAL NAME: XM Satellite Radio Holdings Inc.
TYPE OF ORGANIZATION: corporation
JURISDICTION OF ORGANIZATION: Delaware
ORGANIZATIONAL ID NUMBER: 54-1878819 (EIN)
CURRENT MAILING ADDRESS: 1500 Eckington Place, N.E., Washington, DC 20002
PLACE OF BUSINESS: 1500 Eckington Place, N.E., Washington, DC 20002
LOCATION OF GOODS:
FORMER LEGAL NAME(S): none
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Annex 2 to the
Security Agreement
"NEW DEBTOR" EVENTS
The Customer granted a Limited Recourse Obligations Guaranty, dated as of August
24, 2001, in favor of Fremont Investment & Loan in connection with the Loan and
Security Agreement, dated as of August 24, 2001, by and between XM 1500
Eckington LLC and Fremont Investment & Loan.
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