Exhibit 10.1


 


AMENDMENT NO. 1 TO

CREDIT AGREEMENT


 


AMENDMENT NO. 1, dated as of April 22, 2014
(this “Amendment”), to the Credit Agreement, dated as of December 5, 2012 (as so amended, the “Credit
Agreement”), among SIRIUS XM RADIO INC., a Delaware corporation (the “Borrower”), the Lenders party
thereto and JPMORGAN CHASE BANK, N.A. as administrative agent for the Lenders (in such capacity, the “Administrative Agent”),
as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and as an Issuing Bank.
Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.


 


WITNESSETH


 


WHEREAS, the Borrower has requested
the amendment to the Credit Agreement set forth herein.


 


NOW, THEREFORE, the parties hereto,
in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and
agree as follows:


 


1. Amendment. Section 6.05(o) of
the Credit Agreement is hereby amended by deleting the reference to “3.5 to 1.0” therein and replacing it with “4.5
to 1.0”.


 


2. Representations and Warranties.
The Borrower hereby represents and warrants that as of the Amendment Effective Date (as defined below), immediately before and
after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations
and warranties of any Credit Party set forth in the Credit Documents to which it is a party shall be true and correct in all material
respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect,
in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof, except
to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty
shall have been true and correct in all material respects (except to the extent that any such representation and warranty is qualified
by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects)
as of such earlier date).


 


3. Condition Precedent. This Amendment
shall be effective upon completion of each of the following conditions (the “Amendment Effective Date”) to the
satisfaction of the Administrative Agent:


 


(a) Execution and Delivery
of Amendment. (i) the Administrative Agent shall have received from the Borrower and each Lender constituting the Required
Lenders, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the
Administrative Agent (which may include telecopy, facsimile or other electronic transmission of a signed signature page of this
Amendment) that such party has signed a counterpart of this Amendment, and (ii) the Administrative Agent acknowledges this
Amendment in writing, whether by executing an acknowledgement counterpart to this Amendment or otherwise;






    	 



    	



    

(b) Officer’s Certificate.
The Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that as of the Amendment
Effective Date, immediately before and after giving effect to this Amendment, (i) no Default or Event of Default has occurred and
is continuing and (ii) the representations and warranties of any Credit Party set forth in the Credit Documents to which it is
a party shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified
by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects)
on and as of the date hereof, except to the extent that any such representation and warranty relates to an earlier date (in which
case such representation and warranty shall have been true and correct in all material respects (except to the extent that any
such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and
warranty shall be true and correct in all respects) as of such earlier date);


 


(c) Expenses. To the extent
a written invoice therefore is submitted at least 1 Business Day prior to the Amendment Effective Date all reasonable, documented,
out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel) due and payable on or before the Amendment
Effective Date by the Borrower to JPMorgan Chase Bank, N.A. (or its Affiliates) in connection with this Amendment shall have been
paid; and


 


(d) Lender Consent Fee.
The Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable
account of the Applicable Lenders (as defined below), equal to 0.05% of the aggregate principal amount of the Revolving Commitments
held by such Applicable Lenders immediately prior to the Amendment Effective Date. “Applicable Lender” shall
mean each Lender that has delivered an executed counterpart to this Amendment prior to 5:00 p.m., New York City time, on April
21, 2014, or such later date and time specified in writing by the Borrower and notified in writing to the Lenders by the Administrative
Agent.


 


4. Full Force and Effect. Except
as expressly modified by this Amendment, all of the terms, conditions, representations, warranties and covenants contained in the
Loan Documents shall continue in full force and effect, including without limitation, all liens and security interests granted
pursuant to the Loan Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement on and after
the Amendment Effective Date and all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit
Agreement, shall, unless expressly provided otherwise, mean and be a reference to the Credit Agreement, as amended by this Amendment.


 


5. Counterparts. This Amendment
may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered
shall be an original and all such counterparts shall together constitute one and the same instrument.


 


6. Severability. If any term of
this Amendment or any application thereof shall be held to be invalid, illegal or unenforceable, the validity of other terms of
this Amendment or any other application of such term shall in no way be affected thereby.






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7. Entire Agreement. This Amendment
sets forth the entire agreement and understanding of the parties with respect to the amendment to the Credit Agreement contemplated
hereby and supersedes all prior understandings and agreements, whether written or oral, between the parties hereto relating to
such amendment. No representation, promise, inducement or statement of intention has been made by any party that is not embodied
in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of
intention not set forth herein.


 


8. Governing Law. This Agreement
shall be construed in accordance with and governed by the law of the State of New York.


 


[SIGNATURES
APPEAR ON FOLLOWING PAGES]



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IN WITNESS WHEREOF, the parties hereto, by
their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.


 


	 	SIRIUS XM RADIO INC.	 
	 	 	 
	 	By:	/s/ Barbara Daniel	 
	 	Name:	Barbara Daniel	 
	 	Title:	Senior Vice President and Treasurer 	 





 





    	 



    	



    

	 	JPMORGAN CHASE BANK, N.A.,	 
	 	as Administrative Agent and as Lender	 
	 	 	 	 
	 	By:	/s/ Peter B. Thauer	 
	 	Name: Peter B. Thauer	 
	 	Title: Managing Director	 


 




    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	Bank of America, N.A.	 
	 	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Jay D. Marquis	 
	 	 	Name: Jay D. Marquis	 
	 	 	Title: Director	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	BMO Harris Bank, N.A.,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Joan Spiotto	 
	 	 	Name: Joan Spiotto	 
	 	 	Title: Vice President	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	BNP Paribas,	 
	 	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Barbara Nash	 
	 	 	Name: Barbara Nash	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	By:	/s/ Berangere Allen	 
	 	 	Name: Berangere Allen	 
	 	 	Title: Director	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	The Bank of Tyokyo-Mitsubishi UFJ, Ltd.	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Ola Anderssen	 
	 	 	Name: Ola Anderssen	 
	 	 	Title: Director	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	Barclays Bank PLC,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Gregory Fishbein	 
	 	 	Name: Gregory Fishbein	 
	 	 	Title: Assistant Vice President	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	Citibank, N.A.,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Keith Lukasavich	 
	 	 	Name: Keith Lukasavich	 
	 	 	Title: Director and Vice President	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	Credit Agricole Corporate and Investment Bank	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Tanya Crossley	 
	 	 	Name: Tanya Crossley	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 	By:	/s/ Kestrina Budina	 
	 	 	Name: Kestrina Budina	 
	 	 	Title: Director 	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Kirk L. Tashjian	 
	 	 	Name: Kirk L. Tashjian	 
	 	 	Title: Vice President	 
	 	 	 	 
	 	By:	/s/ Michael Winters	 
	 	 	Name: Michael Winters	 
	 	 	Title: Vice President	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	Morgan Stanley Bank, N.A.,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Scott Jensen	 
	 	 	Name: Scott Jensen	 
	 	 	Title: Authorized Signatory	 


 



    	 



    	



    

	 	ROYAL BANK OF CANADA,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Sheldon Pinto	 
	 	 	Name: Sheldon Pinto	 
	 	 	Title: Authorized Signatory	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Matthew Pennachio	 
	 	 	Name: Matthew Pennachio	 
	 	 	Title: Director	 


 



    	 



    	



    

	 	SUNTRUST BANK, as a Lender	 
	 	 	 	 
	 	By:	/s/ Brian Guffin	 
	 	 	Name: Brian Guffin	 
	 	 	Title: Director	 


 




    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	U.S. Bank National Association,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ Susan Bader	 
	 	 	Name: Susan Bader	 
	 	 	Title: Vice President	 


 



    	 



    	



    

	 	Name of Institution:	 
	 	 	 	 
	 	Wells Fargo Bank, N.A.,	 
	 		as a Lender	 
	 	 	 	 
	 	By:	/s/ David Mallet	 
	 	 	Name: David Mallett	 
	 	 	Title: Managing Director