WASHINGTON, July 21 /EMWNews/ -- XM Satellite Radio

Holdings Inc. (Nasdaq: XMSR) announced today that it is launching an

offering of $400 million aggregate principal amount of new senior notes.

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 will be 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 will be offered in the United States to qualified

institutional buyers pursuant to Rule 144A under the U.S. Securities Act of

1933, as amended (the "Securities Act"), to persons outside of the United

States pursuant to Regulation S under the Securities Act and applicable

private placement exemptions in such jurisdictions. 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.

    About XM



    XM (Nasdaq: XMSR) is America's number one satellite radio company with

more than 9.6 million subscribers. Broadcasting live daily from studios in

Washington, DC, New York City, Chicago, Nashville, Toronto and Montreal,

XM's 2008 lineup includes more than 170 digital channels of choice from

coast to coast: commercial-free music, premier sports, news, talk radio,

comedy, children's and entertainment programming; and the most advanced

traffic and weather information.



    XM, the leader in satellite-delivered entertainment and data services

for the automobile market through partnerships with General Motors, Honda,

Hyundai, Nissan, Porsche, Subaru, Suzuki and Toyota is available in 140

different vehicle models for 2008. XM's industry-leading products are

available at consumer electronics retailers nationwide. XM programming is

also available through XM Radio Online; as downloads of original XM shows

via podcasts from XM's Web site or the Apple's iTunes Store; and as streams

of commercial-free XM music channels to AT&T and Alltel wireless customers

through XM Radio Mobile. For more information about XM hardware,

programming and partnerships, please visit http://www.xmradio.com/.



    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 about the results of

XM's second quarter operating results and other 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 10-K filed with the Securities and Exchange Commission on

2-28-08. Copies of the filing are available upon request from XM Radio's

Investor Relations Department. All programming subject to change.