XM Announces Offer to Purchase 9.75% Senior Notes Due 2014

XM Announces Offer to Purchase 9.75% Senior Notes Due 2014

(CUSIP No. 98375YAS5)

WASHINGTON, July 29 /PRNewswire/ -- XM Satellite Radio Inc., a wholly-owned subsidiary of SIRIUS Satellite Radio Inc., announced today that it is offering to purchase for cash any and all of its outstanding 9.75% Senior Notes due 2014 (CUSIP No. 98375YAS5) (the "Notes"), on the terms set forth in the Offer to Purchase and Consent Solicitation Statement dated July 29, 2008. The tender offer will expire at 12:01 a.m., New York City time, on August 27, 2008, unless extended. The total consideration for each $1,000 principal amount of the Notes validly tendered and not withdrawn will be 100% of the principal amount of the Notes. Holders whose Notes are accepted for payment in the tender offer will also receive accrued and unpaid interest up to, but not including, the payment date, expected to be promptly after the offer expiration date. Full details of the terms and conditions of the tender offer are included in the Offer to Purchase.

XM currently has outstanding $600 million in principal amount of the Notes. XM intends to use cash on hand to finance the repurchase.

The offer is being made pursuant to the agreement, dated July 14, 2008, by XM with the holders of a majority of the Notes, wherein the holders waived XM's obligation to repurchase the Notes at 101% of their principal amount in connection with the recent merger of SIRIUS and XM. XM expects these holders to participate in the offer.

Holders who tender their Notes will be required to deliver their consents to certain proposed amendments to the Notes indenture which would eliminate substantially all of the restrictive covenants and certain events of default.

Global Bondholder Services Corporation will act as the Information Agent. Requests for documents related to the Offer to Purchase may be directed to Global Bonder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 924-2200 (for all others).

The tender offer is being made solely by means of the Offer to Purchase. No recommendation is made as to whether holders should tender their Notes and deliver consents.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Source: XM Satellite Radio Inc.

CONTACT: Media Relations, Nathaniel Brown, +1-212-708-6170,
Nathaniel.Brown@xmradio.com, or Chance Patterson, +1-202-380-4318,
Chance.Patterson@xmradio.com, or Investor Relations, Joe Wilkinson,
+1-202-380-4008, Joe.Wilkinson@xmradio.com, or Richard Sloane,
+1-202-380-1439, Richard.Sloane@xmradio.com, all of XM Satellite Radio Inc.;
or Kelly Sullivan for XM Satellite Radio Inc., +1-212-355-4449,
KSullivan@joelefrank.com

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