Exhibit 25.1
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)       o
 
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
     
New York   13-5160382
(State of incorporation   (I.R.S. employer
if not a U.S. national bank)   identification no.)
     
One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)
 
SIRIUS XM RADIO INC.
(Exact name of obligor as specified in its charter)
     
Delaware   52-1700207
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification no.)
     
1221 Avenue of the Americas    
36th Floor    
New York, New York   10020
(Address of principal executive offices)   (Zip code)
 

Senior Debt Securities
(Title of the indenture securities)
 

 

 

1.   General information. Furnish the following information as to the Trustee:
  (a)   Name and address of each examining or supervising authority to which it is subject.
     
Name   Address
 
Superintendent of Banks of the State of New York
  One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
 
    
Federal Reserve Bank of New York
  33 Liberty Street, New York, N.Y. 10045
 
    
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
 
    
New York Clearing House Association
  New York, New York 10005
  (b)   Whether it is authorized to exercise corporate trust powers.
Yes.
2.   Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.   List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
  1.   A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

 

  4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195).
 
  6.   The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

 

SIGNATURE
     Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 9th day of March, 2009.
         
  THE BANK OF NEW YORK MELLON
 		  
  By:   /S/ SHERMA THOMAS    
    Name:   SHERMA THOMAS   
    Title:   ASSISTANT TREASURER   
 

- 4 -

 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
         
    Dollar Amounts  
    In Thousands  
ASSETS
        
Cash and balances due from depository institutions:
        
Noninterest-bearing balances and currency and coin
     4,440,000  
Interest-bearing balances
     87,807,000  
Securities:
        
Held-to-maturity securities
     7,327,000  
Available-for-sale securities
     32,572,000  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     373,000  
Securities purchased under agreements to resell
     0  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases, net of unearned income
     32,827,000  
LESS: Allowance for loan and lease losses
     357,000  
Loans and leases, net of unearned income and allowance
     32,470,000  
Trading assets
     10,665,000  
Premises and fixed assets (including capitalized leases)
     1,098,000  
Other real estate owned
     8,000  
Investments in unconsolidated subsidiaries and associated companies
     795,000  
Not applicable Intangible assets:
        
Goodwill
     4,908,000  
Other intangible assets
     1,606,000  
Other assets
     11,095,000  
 
      
Total assets
     195,164,000  
 
      
 
        

 

 

         
    Dollar Amounts  
    In Thousands  
LIABILITIES
        
Deposits:
        
In domestic offices
     85,286,000  
Noninterest-bearing
     54,008,000  
Interest-bearing
     31,278,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     72,497,000  
Noninterest-bearing
     1,558,000  
Interest-bearing
     70,939,000  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
    454,000  
Securities sold under agreements to repurchase
     75,000  
Trading liabilities
     8,365,000  
Other borrowed money:
        
(includes mortgage indebtedness and obligations under capitalized leases)
     6,256,000  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
     3,490,000  
Other liabilities
     7,018,000  
 
      
 
Total liabilities
     183,441,000  
 
      
 
        
Minority interest in consolidated subsidiaries
     350,000  
 
        
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     1,135,000  
Surplus (exclude all surplus related to preferred stock)
     8,276,000  
Retained earnings
     6,810,000  
Accumulated other comprehensive income
     -4,848,000  
Other equity capital components
     0  
Total equity capital
     11,373,000  
 
      
Total liabilities, minority interest, and equity capital
     195,164,000  
 
      

 

 

     I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
     
 
  Thomas P. Gibbons,
 
  Chief Financial Officer
     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
         


Gerald L. Hassell
Steven G. Elliott
Robert P. Kelly
 
]
  

Directors