XM Satellite Radio Holdings Inc. Extends Offer of Premium for Conversion of 10% Senior Secured Discount Convertible Notes

WASHINGTON, DC (XM Satellite Radio) - XM Satellite Radio Holdings Inc. announced today the extension of its offer of premium for conversion of its 10% Senior Secured Discount Convertible Notes due 2009 and consent solicitation. The offer and consent solicitation will expire at 12:00 midnight New York City time, on November 10, 2006, unless extended.

The number of shares of our Class A common stock to be issued in payment of the premium that we will pay for conversion of each $1,000 aggregate principal amount at maturity of the 10% Notes will now equal the premium amount as set forth in the Offer of Premium divided by the average closing price of our Class A common stock for the five-day period ending on November 8, 2006, which is the date two business days prior to the new expiration date.

As of 12:00 midnight, New York City time, on October 19, 2006, approximately $22.6 million aggregate principal amount of the approximately $99.9 million aggregate principal amount of issued and outstanding 10% Notes had been tendered for conversion.