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                                  STATEMENT OF

   Re:   XM Radio, Inc.

   Beginning in 1927 with its predecessor, one of the core purposes for the
   Federal Communications Commission was to ensure that licensees operate in
   accordance with technical specifications of their license. Adherence to
   Commission authorizations ensures that all spectrum licensees can make
   efficient use of the bandwidth they have been allocated. That is why I
   felt it imperative to resolve these outstanding enforcement issues before
   moving to consideration of this merger.

   The licensee that is the subject of today's voluntary forfeiture and
   consent decree failed to comply-knowingly and repeatedly, at the highest
   levels of management-with the specifications for its FM modulators and the
   terms of its Special Temporary Authorizations ("STAs") for more than five
   years. I believe the Consent Decree we adopt today reflects the gravity of
   the violations, and the seriousness with which I view them.

   XM has agreed to a voluntary contribution of $17,394,375 for operating
   terrestrial repeaters at variance from their specification, and
   authorizing non-compliant FM modulators. In addition, XM has entered into
   a consent decree that mandates strict compliance with certifications,
   reporting requirements, and penalties associated with future violations.
   Specifically, XM has agreed to the following:

   sB A Compliance Plan to remain in effect for five (5) years, requiring
   reporting every three (3) months; almost twice the FCC's customary
   compliance plan period.

     * Hire FCC Compliance Officer responsible for ensuring future compliance
       with Act and Commission rules;

     * Adopt Procedural Guide establishing procedures for testing, certifying
       and making modifications to satellite radio receivers and Repeater
       Change Guide establishing procedures for making any changes to
       terrestrial repeater network;

     * Conduct audits of randomly selected satellite radio receivers to
       ensure compliance;

     * Establish an FCC Compliance Training Program for all employees who
       engage in activities subject to FCC regulation;

     * Provide notices to subscribers offering various technical fixes to
       non-compliant radio receivers at no cost to subscriber via its
       website, subscriber newsletter and automated telephone response;

     * Broadcast on-air notices to subscribers regarding non-compliant radio

     * Replace non-compliant radio receivers returned by consumers for repair
       or warranty claims with compliant devices; and

     * Submit periodic compliance reports to FCC.

   With regard to terrestrial repeaters, within 60 days XM will shut down or
   bring into compliance 100 of its repeaters. All others will be referred to
   the FCC's International Bureau for processing


   Administration of effective spectrum policy requires that licensees comply
   with Commission rules and that the Commission is vigilant in its
   oversight. This will foster a level playing field for competition and
   encourage technological innovation. The American public requires and
   deserves no less.