On January 26, 2024, Sirius XM Radio Inc. (?Sirius XM?), subsidiary, entered into an amendment (?Amendment No. 9?) to its existing credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other agents and lenders (the ?Credit Agreement?). Prior to Amendment No.

9, the Credit Agreement consisted of a (i) $1.75 billion senior secured revolving credit facility, from which Sirius XM could borrow and reborrow from time to time and (ii) a $500 million incremental term loan, borrowings from each of which Sirius XM could use for working capital and other general corporate purchases, including share repurchases, dividends and the financing of acquisitions. Amendment No. 9 provides for certain changes to the Credit Agreement, including the addition of a $1.1 billion delayed draw incremental term loan (the ?Incremental Term Loan?) arranged by BofA Securities Inc., Morgan Stanley Senior Funding Inc. and JPMorgan Chase Bank, N.A. Subject to the conditions described in Amendment No.

9, the Incremental Term Loan shall be available to be drawn by Sirius XM in up to three separate drawings until December 31, 2024. The obligations under the Credit Agreement remain guaranteed by Sirius XM?s material domestic subsidiaries, and are secured by a lien on substantially all of Sirius XM?s assets and the assets of its material domestic subsidiaries, subject to certain exceptions. The Credit Agreement contains incremental facilities and related debt and lien baskets, which allow Sirius XM to increase or incur new commitments under the revolving facility and/or incur further new term loans or other forms of indebtedness, subject to the terms of the Credit Agreement.