Exhibit 25.2

 

 

 

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)  ¨

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

New York

(State of incorporation

if not a U.S. national bank)

 

13-5160382

(I.R.S. employer

identification no.)

One Wall Street, New York, N.Y.

(Address of principal executive offices)

 

10286

(Zip code)

 

 

SIRIUS XM RADIO INC.

(Exact name of obligor as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

52-1700207

(I.R.S. employer

identification no.)

1221 Avenue of the Americas

36th Floor

New York, New York

(Address of principal executive offices)

 

10020

(Zip code)

 

 

Senior Subordinated 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).

 

  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.


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 29 th day of December, 2008.

 

THE BANK OF NEW YORK MELLON
By:  

/S/    SHERMA THOMAS

Name:   SHERMA THOMAS
Title:   ASSISTANT TREASURER


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 September 30, 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

   44,129,000

Interest-bearing balances

   48,207,000

Securities:

  

Held-to-maturity securities

   7,661,000

Available-for-sale securities

   39,616,000

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

   877,000

Securities purchased under agreements to resell

   4,598,000

Loans and lease financing receivables:

  

Loans and leases held for sale

   0

Loans and leases, net of unearned income

   46,218,000

LESS: Allowance for loan and lease losses

   324,000

Loans and leases, net of unearned income and allowance

   45,894,000

Trading assets

   6,900,000

Premises and fixed assets (including capitalized leases)

   1,087,000

Other real estate owned

   7,000

Investments in unconsolidated subsidiaries and associated companies

   858,000

Not applicable

  

Intangible assets:

  

Goodwill

   5,026,000

Other intangible assets

   1,619,000

Other assets

   12,220,000
    

Total assets

   218,699,000
    

LIABILITIES

  

Deposits:

  

In domestic offices

   103,521,000

Noninterest-bearing

   80,077,000

Interest-bearing

   23,444,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs

   67,951,000

Noninterest-bearing

   2,259,000

Interest-bearing

   65,692,000

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

   4,367,000

Securities sold under agreements to repurchase

   76,000

Trading liabilities

   5,676,000

Other borrowed money:

(includes mortgage indebtedness and obligations under capitalized leases)

   12,514,000

Not applicable

  

Not applicable

  

Subordinated notes and debentures

   3,490,000

Other liabilities

   8,209,000
    

Total liabilities

   205,804,000
    

Minority interest in consolidated subsidiaries

   473,000

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

   0

Common stock

   1,135,000

Surplus (exclude all surplus related to preferred stock)

   6,764,000

Retained earnings

   6,564,000

Accumulated other comprehensive income

   -2,041,000

Other equity capital components

   0

Total equity capital

   12,422,000
    

Total liabilities, minority interest, and equity capital

   218,699,000
    

 


EXHIBIT 7

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               Directors

Robert P. Kelly