SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

~~June 30, 2009 (June 30, 2009)~~ Date of Report (Date of earliest event reported): April 16, 2010 (April 14, 2010)

Commission File Number		Exact name of registrant as specified in its charter		I.R.S. Employer Identification Number
000-27441 333-39178		XM SATELLITE RADIO HOLDINGS INC. XM SATELLITE RADIO INC.		54-1878819 52-1805102

XM SATELLITE RADIO INC.

~~DELAWARE~~(~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation~~registrant oras ~~organization~~specified ofin ~~both~~its ~~registrants~~charter)

1500 Eckington Place, NE Washington, DC 20002 (Address of principal executive offices, including zip code) (202) 380-4000


Delaware	333-39178	52-1805102
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~(Registrant’s~~1500 ~~telephone~~Eckington ~~number~~Place, ~~including~~N.E. ~~area~~Washington, ~~code~~DC (Address of principal executive offices) ~~Not~~ ~~Applicable~~20002 (Zip Code)

(~~Former~~202) 380-4000 Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report)~~code

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On June 30, 2009, XM Satellite Radio Inc. (“XM”), a wholly-owned subsidiary of XM Satellite Radio Holdings Inc. (“Holdings”), issued $525.75 million aggregate principal amount of 11.25% Senior Secured Notes due 2013 (the “Notes”). XM used the net proceeds from the sale of the Notes to terminate and repay in full the Amended and Restated Credit Agreement, dated as of March 6, 2009, among XM, Holdings, certain subsidiary guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “First-Lien Credit Agreement”). XM paid a repayment premium of $6.5 million on the $325 million aggregate principal amount of loans outstanding under the First-Lien Credit Agreement. The ~~remainder of the net proceeds from the sale of the Notes will~~Merger ~~be used to refinance or repay other debt of XM and Holdings and for general corporate purposes.~~

InOn ~~connection~~April 14, ~~with~~2010, ~~the~~XM ~~sale~~Satellite ofRadio ~~the~~Holdings ~~Notes,~~Inc. (“XM ~~terminated~~Holdings”), ~~the~~a ~~Amended~~Delaware corporation and ~~Restated~~wholly-owned ~~Credit Agreement,~~subsidiary ~~dated~~of asSirius ofXM ~~March 6,~~Radio ~~2009~~Inc. (“Sirius”), ~~among~~merged with and into XM, ~~Holdings,~~Satellite ~~certain~~Radio ~~subsidiary~~Inc. ~~guarantors~~(the “Company”), ~~the lenders~~a ~~party~~Delaware ~~thereto~~corporation and ~~Liberty~~wholly-owned subsidiary ~~Media~~of ~~Corporation,~~XM asHoldings ~~Administrative Agent~~ (the “~~Second-Lien Credit Agreement~~Merger”). NoThe ~~amounts~~Company ~~were~~was ~~outstanding~~the ~~under~~surviving ~~the~~corporation ~~Second-Lien~~of ~~Credit~~the ~~Agreement~~Merger, and XMas ~~did~~a result became a direct ~~not~~wholly-owned ~~incur~~subsidiary ~~any~~of ~~termination~~Sirius. ~~penalties~~A ascopy aof ~~result~~the certificate of ownership and merger filed in the ~~termination.~~State ~~Liberty~~of ~~Media~~Delaware ~~Corporation,~~pursuant anto Section ~~affiliate~~253 of ~~XM,~~the ~~purchased~~General ~~$100 million~~Corporation ~~aggregate~~Law ~~principal~~of ~~amount~~the State of ~~Notes~~Delaware in connection with the ~~offering~~Merger is attached hereto as Exhibit 3.1.

The ~~terms~~Supplemental ~~of the Notes are governed by an~~ Indenture~~, dated as of June 30, 2009, between XM and~~ U.S. Bank National Association, as trustee. The Notes were sold to J.P. Morgan Securities Inc., as initial purchaser. The Notes, offered to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 95.093% of their principal amount, are senior secured obligations of XM and rank equally in right of payment with its existing and future senior debt. Interest is payable semi-annually in arrears on June 15 and December 15 at a rate of 11.25% per annum, commencing on December 15, 2009.

~~The~~On ~~Notes will mature on June~~April 1514, ~~2013.~~2010, ~~Holdings~~in ~~and~~connection ~~the~~with ~~domestic subsidiaries of XM that guarantee certain of~~ the ~~indebtedness~~Merger, ~~of XM and its restricted subsidiaries guarantee XM’s obligations under~~ the ~~Notes~~Company, ~~including~~ the ~~payment~~subsidiary ofguarantors ~~principal and interest. The Notes are not~~party ~~guaranteed~~to bythe ~~Sirius~~indenture XM(the ~~Radio~~“Indenture”) ~~Inc.,~~governing the ~~sole~~Senior ~~stockholder~~PIK ofSecured ~~Holdings. The~~ Notes ~~and~~due ~~related guarantees~~2011 ~~rank senior in right of payment to all of~~ (the ~~existing and future subordinated~~ ~~indebtedness~~“Notes”) ~~of XM~~ and ~~the~~U.S. ~~guarantors;~~Bank ~~the~~National ~~Notes~~Association, ~~and~~as ~~related~~trustee, ~~guarantees~~entered ~~rank~~into ~~equal~~a ~~in right of~~supplemental ~~payment~~indenture ~~with~~(the ~~all~~“Supplemental ~~existing~~Indenture”). ~~and~~Pursuant ~~future~~to ~~senior indebtedness of XM and~~ the ~~guarantors;~~Supplemental ~~the~~Indenture, ~~Notes and~~(i) the ~~related~~Company ~~guarantees~~assumed ~~are effectively senior to~~ all of the ~~existing~~obligations ~~and future unsecured indebtedness~~ of XM ~~and~~Holdings ~~the~~under ~~guarantors to~~ the ~~extent~~Indenture, of the ~~value of the collateral securing the~~ Notes and the ~~related~~ ~~guarantees; and the Notes and~~ related ~~guarantees are structurally subordinated in right of~~ ~~payment~~agreements ~~to all existing~~ and ~~future~~(ii) certain ~~indebtedness~~subsidiaries ~~and other liabilities~~ of ~~any of XM’s subsidiaries and~~ the ~~guarantors’~~Company ~~subsidiaries~~were ~~that~~added doas ~~not guarantee the Notes~~guarantors. ~~The~~As ~~Notes~~of ~~and related guarantees~~April 14, ~~are~~2010, ~~secured~~after bygiving ~~first-priority~~effect ~~liens~~to ~~on substantially all of~~ the ~~assets~~Merger, ofapproximately ~~Holdings~~$113,685,000 XMaggregate ~~and~~principal ~~the guarantors~~amount ~~(subject~~of tothe ~~certain~~Notes ~~exceptions)~~was outstanding.

~~XM,~~The atforegoing ~~its~~description option, may redeem the Notes at a “make-whole” redemption price prior to June 15, 2011, subject to certain restrictions. In addition, prior to June 15, 2011, XM may on any one or more occasions redeem up to 35% of the ~~aggregate~~Supplemental ~~principal~~Indenture ~~amount~~is ofqualified ~~Notes~~in atits aentirety ~~redemption price~~by ~~equal~~reference to ~~111.25% of~~ the ~~principal~~full ~~amount~~text of the ~~Notes~~Supplemental ~~redeemed~~Indenture, ~~plus~~a ~~accrued~~copy ~~and unpaid interest, if any, to the date~~ of ~~redemption~~which ~~with~~is ~~the~~filed ~~proceeds~~as ~~of certain equity offerings or contributions made to XM with the proceeds from certain equity offerings of its direct or indirect parent~~Exhibit 4. ~~The~~1 ~~Notes are subject~~ to ~~covenants~~this ~~that,~~Current ~~among~~Report ~~other~~on ~~things,~~Form require XM to make an offer to repurchase the Notes at 101% of their principal amount in the event of a change of control, and limit the ability of XM and its restricted subsidiaries to incur more debt; pay dividends and make distributions; make certain investments; repurchase stock; create liens; enter into transactions with affiliates; enter into sale lease8-~~back~~K ~~transactions; merge or consolidate;~~ and ~~transfer~~is ~~or sell~~incorporated ~~assets.~~by Inreference ~~addition, the covenants restrict Holdings’ ability to create liens and, in certain circumstances, transfer or sell assets~~herein.

Item 1 2.0201. ~~Termination~~Completion of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets

The response to Item 1.01 is hereby incorporated into this Item 12.0201.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant

The response to Item 1.01 is hereby incorporated into this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders

The response to Item 1.01 is hereby incorporated into this Item 3.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

3.1		Certificate of Ownership and Merger, dated April 14, 2010.

4.1		Supplemental Indenture, dated April 14, 2010, among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc., certain subsidiaries thereof and U.S. Bank National Association, as trustee, relating to the Senior PIK Secured Notes due 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XM SATELLITE RADIO INC.
	XM Satellite Radio Inc.
Dated: June 30, 2009	By:	/s/ Patrick L. Donnelly
Date: April 16, 2010	By:	/s/ Patrick L. Donnelly
		Patrick L. Donnelly
		Secretary
	XM SATELLITE RADIO HOLDINGS INC.
Dated: June 30, 2009	By:	/s/ Patrick L. Donnelly
			Patrick L. Donnelly
			Secretary

EXHIBIT INDEX


No.		Description
3.1		Certificate of Ownership and Merger, dated April 14, 2010.

4.1		Supplemental Indenture, dated April 14, 2010, among XM Satellite Radio Holdings Inc., XM Satellite Radio Inc., certain subsidiaries thereof and U.S. Bank National Association, as trustee, relating to the Senior PIK Secured Notes due 2011.

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