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XM Radio Swings $450 Million Financing Package

XM Satellite Radio has closed on new financing that includes $200 million in new funding and $250 million in payment deferrals and related credit facilities from General Motors. To raise the new funds, XM issued 10 percent senior secured notes due in 2009 and small concurrent common stock sale.

Purchasers of the notes include American Honda Motor Co., Hughes Electronics Corp., the Hearst Corp., Columbia Capital, AEA Investors, Eastbourne Capital Management and BayStar Capital II. The notes are convertible into common stock at a price of $3.18 per share. Proceeds will be used for general corporate purposes.

The $250 million financing consists of the exchange of approximately $115 million in fixed payments due to GM, which is currently factory-installing XM radios in 25 different 2003 vehicle lines through 2006, for $89 million of 10 percent senior secured notes due 2009, a $100 million credit facility due 2009, and the right to satisfy up to $35 million of certain future payment obligations to GM in stock (at then current market value) rather than cash.

In connection with the $100 million credit facility, GM will receive 10 million common stock warrants at $3.18 per share. The conversion price for the GM notes varies from $5-$20 per share, depending upon the future price of XM stock.

"With this financing package, we believe we have achieved full funding through cash flow breakeven," said Hugh Panero, XM's president and CEO. "The financing also removes a major roadblock to our company being valued based on its marketplace progress, business plan execution and future economic potential."

Based on sales-to-date and projections through year-end, XM expects to have more than 350,000 radios (both retail and OEM) sold and ready for activation by Dec. 31. The actual year-end activated subscriber total (sales which have resulted in activations) is expected to be between 340,000-350,000.

A major reason for the range is the recent increase in the number of XM radios not activated at the time of retail purchase (currently, approximately 24,000 units). XM believes the non-activations can be attributed to radios being purchased as holiday gifts.