XMSR XM Satellite Radio (MM)

WASHINGTON, June 27 /PRNewswire-FirstCall/ -- XM Satellite Radio Holdings Inc. (NASDAQ:XMSR) today announced that it had reached an agreement with holders of approximately 94.6% of its $400 million aggregate principal amount of 1.75% Senior Convertible Notes due 2009. Pursuant to the agreement, XM will commence, prior to July 10, 2008, an exchange offer to exchange new senior convertible notes due 2009 of XM for the existing notes. The new notes will bear interest at a rate of 10%, but will otherwise contain substantially the same terms as the existing notes. The 10% interest rate on the new notes will begin to accrue on July 2, 2008. The noteholders that are party to the agreement have agreed not to assert any claim that the proposed merger of XM with a subsidiary of Sirius Satellite Radio constitutes a "Fundamental Change" under the existing indenture, which, if any, would require an offer be made by XM to repurchase the existing notes at par within a specified period following the merger. The exchange offer will be conditioned on the closing of the merger and to other customary conditions for an offer of this nature. The Offer will not be subject to a minimum condition. XM's board of directors is not making any recommendation to holders of the existing notes as to whether or not they should tender any existing notes pursuant to the exchange offer. This announcement does not constitute an offer to sell or exchange, or the solicitation of an offer to purchase, any securities. The exchange offer will either be made pursuant to an effective registration statement filed with the Securities and Exchange Commission or pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. Tenders of existing notes may only be made pursuant to XM's offering memorandum or prospectus, as applicable, which will be sent to holders of the existing notes. The offering memorandum or prospectus, as applicable, and related documents, will set forth the complete terms of the exchange offer. DATASOURCE: XM Satellite Radio Holdings Inc. CONTACT: Investors: Joe Wilkinson, +1-202-380-4008, , or Richard Sloane, +1-202-380-1439, ; Media: Nathaniel Brown, +1-212-708-6170, , or Chance Patterson, +1-202-380-4318, Web site: http://www.xmradio.com/

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