Friday, March 31, 2006

XM issues $400,000,000 Ammendment to Offering

XMSR Issues $400,000,000 amedment to offering

On a Friday afternoon after close, and on the last day of the first quarter, XM Satellite Radio issues a $400,000,000 ammendment to offering. The filing states:

1. We issued $300,000,000 aggregate principal amount of our 1.75% convertible senior notes due 2009 in a private placement on November 23, 2004 and an additional $100,000,000 aggregate principal amount of notes on January 12, 2005. Selling securityholders may offer from time to time up to $400,000,000 of the notes and 8,000,000 shares of our Class A common stock issuable upon conversion of the notes.

2. We will pay interest on the notes at an annual rate of 1.75% of the principal amount, from the date of issuance to December 1, 2009, payable on June 1 and December 1 of each year, commencing on June 1, 2005. The notes will mature on December 1, 2009 unless earlier converted or repurchased.

3. The notes may be converted into shares of our Class A common stock at any time prior to their maturity or their repurchase by us. The initial conversion rate is 20.0 shares for each $1,000 principal amount of notes, subject to adjustments. This is equivalent to an initial conversion price of $50.00 per share.

4. If certain fundamental changes occur, we will in certain circumstances increase the conversion rate by a number of additional shares of Class A common stock or, in lieu thereof, we may in certain circumstances elect to adjust the conversion rate and related conversion obligation so that the notes are convertible into shares of the acquiring or surviving company, in each case as described herein.

5. The notes are our general unsecured senior obligations, ranking equal in right of payment to all of our existing and future senior indebtedness and senior in right of payment to any of our existing and future subordinated indebtedness. In addition, the notes will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness and structurally subordinated to the claims of all creditors of our subsidiaries.

6. We may not redeem the notes at our option prior to the stated maturity date.

7. The selling securityholders directly, or through agents designated from time to time, or through dealers or underwriters to be designated, may sell the offered securities from time to time on terms to be determined at the time of sale. See “Plan of Distribution.” To the extent required, the specific offered securities to be sold, the names of the selling securityholders, the respective purchase price and public offering price, the names of such agents, dealers or underwriters, and any applicable commission or discount with respect to a particular offer will be set forth in an accompanying prospectus supplement or post-effective amendment to the registration statement of which this prospectus is a part.

8. We will not receive any proceeds from the sale of the notes or shares of Class A common stock issuable upon conversion of the notes by any of the selling securityholders. The notes and the shares of Class A common stock may be offered in negotiated transactions or otherwise, at fixed prices, at market prices prevailing at the time of sale or at negotiated prices. In addition, shares of our Class A common stock may be offered from time to time through ordinary brokerage transactions on the Nasdaq National Market. See “Plan of Distribution.” Each of the selling securityholders reserves the sole right, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of the offered securities to be made directly or through its agents.

9. The selling securityholders and any broker-dealers, agents or underwriters that participate with the selling securityholders in the sale of the offered securities may be deemed to be underwriters within the meaning of the Securities Act of 1933. Any profits realized by the selling securityholders may be deemed to be underwriting commissions. Any commissions paid to broker-dealers and, if broker-dealers purchase the offered securities as principals, any profits received by such broker-dealers on the resale of the offered securities, may be deemed to be underwriting discounts or commissions under the Securities Act.

10. We have not applied and do not intend to list the notes on any national securities exchange.

11. Our Class A common stock is listed on the Nasdaq National Market under the symbol “XMSR.” On March 30, 2006 the closing sale price of our Class A common stock on the Nasdaq National Market was $22.41 per share.

More information is available in the SEC filing or at www.xmradio.com

3/31/2006 11:39:00 PM

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