Company Increases Size of Offering to $778.5 Million

WASHINGTON, July 24 /PRNewswire-FirstCall/ -- XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced today that its subsidiary, XM Satellite Radio Inc., priced an offering of $778.5 million of new senior notes. The notes, which were offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933 (the 'Securities Act'), will bear interest at an annual rate of 13%. The price to investors will be 89.93% of the principal amount of the notes for an effective yield of 16%. The company will receive gross proceeds of $700,105,050 from the sale of the notes before deducting the initial purchasers' discounts and commissions and estimated offering expenses. The new notes will be guaranteed by XM Satellite Radio Holdings Inc. and certain subsidiaries.

The offering is part of a series of transactions to refinance certain debt of XM in connection with the pending merger with SIRIUS Satellite Radio Inc. The offering is structured in a manner that will permit it to be unwound if the merger is not consummated. The closing of the pending merger remains subject to the approval from the Federal Communications Commission and satisfaction of other applicable conditions.

The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This communication contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements identified by words such as 'anticipate,' 'believe,' 'plan,' 'estimate,' 'expect,' 'intend,' 'will,' 'should,' 'may,' or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of XM's management and are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements in this press release include demand for XM Satellite Radio's service, the Company's dependence on technology and third party vendors, its potential need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 8-K filed with the Securities and Exchange Commission on 7-21-08. Copies of the filing are available upon request from XM Radio's Investor Relations Department. All programming subject to change.

SOURCE XM Satellite Radio Holdings Inc.