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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                               
                                                        
                        )   File Nos. EB-06-SE-148 and  
                                                        
     In the Matter of   )   EB-06-SE-356                
                                                        
     XM Radio, Inc.     )   Acct. No. 200832100062      
                                                        
                        )   FRN No. 0007714579          
                                                        
                        )                               


                                     ORDER

   Adopted: July 25, 2008 Released: August 5, 2008

   By the Commission: Chairman Martin and Commissioners Adelstein and Tate
   issuing separate statements.

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Federal Communications Commission ("Commission")  and XM
       Radio, Inc. ("XM"). The Consent Decree terminates investigations by
       the Commission  into whether (a) certain radio receivers intended for
       use with XM's satellite radio service and manufactured and marketed by
       or on behalf of XM were in compliance with Section 302(b) of the
       Communications Act of 1934, as amended, (the "Act"), and Parts 2 and
       15 of the Commission's rules; and (b) XM constructed and operated
       terrestrial repeaters without Commission authorization in violation of
       Section 25.120 of the Commission's Rules.

    2. The Commission and XM have negotiated the terms of the Consent Decree
       that resolve these matters. A copy of the Consent Decree is attached
       hereto and incorporated herein by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigations. We do
       not come to this conclusion easily. The apparently intentional nature
       of some of the violations resolved by this Order and Consent Decree
       and the apparent involvement of certain XM personnel in these
       violations are very troubling. Indeed, the ability and willingness to
       conform one's conduct to the requirements of the Commission's Rules
       are central to the qualifications of any Commission licensee. We must
       balance our concern, however, against the public's interest in the
       continued availability and viability of XM's satellite radio service
       and the impact on the public and other licensees that XM's violations
       precipitated. These considerations, taken together with the rigorous
       oversight and reporting obligations and substantial voluntary
       contribution prescribed in this Order and the Consent Decree, persuade
       us that settlement of these matters would best serve the public
       interest.

    4. In the absence of new material evidence relating to this matter,
       therefore, we conclude that our investigations raise no substantial or
       material questions of fact as to whether XM possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act,
       the Consent Decree attached to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigations  ARE
       TERMINATED.

    7. IT IS FURTHER ORDERED that all third-party complaints against XM
       before the Commission related to the above-captioned-investigations as
       of the date of this Consent Decree ARE DISMISSED.

    8. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to counsel for XM, Scott Blake Harris, Esq., Harris,
       Wiltshire & Grannis LLP, 1200 Eighteenth St., NW, Washington, DC 20036
       and to James S. Blitz, Esq., Vice President and Regulatory Counsel,
       1500 Eckington Place, NE, Washington, DC 20002-2164.

   FEDERAL COMMUNICATIONS COMMISSION

   Marlene H. Dortch

   Secretary

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                               
                                                        
                        )   File Nos. EB-06-SE-148 and  
                                                        
     In the Matter of   )   EB-06-SE-356                
                                                        
     XM Radio, Inc.     )   Acct. No. 200832100062      
                                                        
                        )   FRN No. 0007714579          
                                                        
                        )                               


                                 CONSENT DECREE

   The Federal Communications Commission ("Commission" or "FCC") and XM
   Radio, Inc. ("XM"), by their authorized representatives, hereby enter into
   this Consent Decree for the purpose of terminating the Commission's
   investigations into whether (a) certain radio receivers intended for use
   with XM's satellite radio service and manufactured and marketed by or on
   behalf of XM were in compliance with Section 302(b) of the Communications
   Act of 1934, as amended, (the "Act"), and Parts 2 and 15 of the
   Commission's rules; and (b) XM constructed and operated terrestrial
   repeaters without Commission authorization in violation of Section 25.120
   of the Commission's Rules.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
       151 et seq.

    b. "Adopting Order" means an Order of the Commission adopting the terms
       of this Consent Decree without change, addition, deletion, or
       modification.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    e. "Complaints" means third-party complaints that may have been received
       by, or are in the possession of, the Commission or Bureau alleging
       that certain radio receivers intended for use with XM's satellite
       radio service and manufactured and marketed by or on behalf of XM are
       not in compliance with Section 302(b) of the Act and Parts 2 and Part
       15 of the Rules, or that XM failed to comply in all respects with the
       special temporary authority to operate its terrestrial repeaters
       granted pursuant to Section 25.120 of the Rules.

    f. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 10.

    g. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    h. "Investigations" means (i) the investigation in File No. EB-06-SE-148
       commenced by the Bureau's April 20, 2006 Letter of Inquiry into the
       manufacture, authorization, importation, distribution and marketing of
       the Radio Receivers; and (ii) the investigation in File No.
       EB-06-SE-356 commenced by the Bureau's February 15, 2007 Letter of
       Inquiry relating to XM's operation of its terrestrial repeaters.

    i. "Parties" means XM and the Commission.

    j. "Radio Receivers" means all satellite radio receivers with built-in
       wireless FM modulators manufactured, sold or distributed for use with
       XM's satellite radio service on or before the Effective Date under FCC
       ID Numbers BGAXMXP01, RS2SA10101, RS2R101, RS2SA10177, RS2SA10113,
       RS2GEX-AWARE1, RS2TXM 1000, RS2SA 10085, SICXR9, RS2GEXINNO1,
       RS2YX-M1, and RS2YP-XZC.

    k. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

    l. "XM" means XM Radio, Inc. and its predecessors-in-interest and
       successors-in-interest.

   II. BACKGROUND

    2. Pursuant to section 302(b) of the Act and Parts 2 and 15 of the Rules,
       certain radio frequency devices, including wireless FM modulators,
       must be authorized in accordance with the processes set forth in the
       Rules and comply with all applicable technical standards and labeling
       requirements prior to importation into, or marketing in, the United
       States. On April 20, 2006, the Bureau issued a Letter of Inquiry to XM
       in File No. EB-06-SE-148 initiating an investigation into the
       manufacture, authorization, importation, distribution and marketing of
       certain satellite radio receivers (with wireless FM modulators)
       intended for use with XM's satellite radio service.

    3. When the Commission adopted service rules for the Satellite Digital
       Audio Radio Service ("SDARS"), it recognized that some SDARS
       applicants intended to use terrestrial repeaters to improve reception
       of the service in "urban canyons" and other areas where it might be
       difficult to receive SDARS signals transmitted by satellite, and it
       sought comment on the rules that should be applicable to those
       repeaters. Pending adoption of permanent rules for terrestrial
       repeaters, the FCC has authorized repeaters through the grant of
       special temporary authority ("STA") pursuant to Section 25.120 of the
       Rules. XM filed an STA request on July 12, 2001, to begin commercial
       service using its terrestrial repeater network, along with subsequent
       STAs through September 2006, which were granted per the specifications
       in XM's requests.

    4. On September 20, 2006, XM voluntarily disclosed to the Commission that
       it had constructed and was operating 479 repeaters for which it had
       not asked for authorization or which varied either slightly or
       significantly from what it was originally authorized to do and thus
       operated unauthorized and in an unlawful manner. Of the 479 repeaters,
       there are 19 repeaters for which it had not asked for authorization,
       four of which continue to operate. Of the remaining 460 repeaters, 317
       of them continue to operate unauthorized and in an unlawful manner.
       Some repeaters had multiple violations. Specifically, there are 711
       violations associated with these 460 repeaters, 354 of which varied
       slightly and 357 of which varied significantly from what XM was
       originally authorized to do. There are 495 violations associated with
       the 317 variant repeaters XM continues to operate, 136 of which varied
       significantly from what XM was originally authorized to do and 359 of
       which varied slightly. The Enforcement Bureau ("Bureau") sent an LOI
       to XM on February 15, 2007. XM submitted a response to the LOI on
       March 12, 2007.

   III. TERMS OF AGREEMENT

    5. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Commission by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    6. Jurisdiction. XM agrees that the Commission has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    7. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Commission. Any violation of the Adopting Order or of the terms of
       this Consent Decree shall constitute a separate violation of a
       Commission Order, entitling the Commission to exercise any rights and
       remedies attendant to the enforcement of a Commission Order, including
       imposition of the maximum statutory forfeiture for any such
       violations. Similar penalties shall be imposed for any violation of
       the underlying rules at issue in this proceeding.

    8. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Commission agrees to terminate
       its investigations and dismiss the complaints. In consideration for
       the termination of said investigations and dismissal of the
       complaints, XM agrees to the terms, conditions, and procedures
       contained herein. The Commission further agrees that in the absence of
       new material evidence, the Commission will not use the facts developed
       in these investigations through the Effective Date of the Consent
       Decree, or the existence of this Consent Decree, to institute, on its
       own motion, any new proceeding, formal or informal, or take any action
       on its own motion against XM concerning the matters that were the
       subject of the investigations or with respect to XM's basic
       qualifications, including its character qualifications, to be a
       Commission licensee or hold Commission authorizations, provided,
       however, that the Commission may consider the facts in this proceeding
       in any future proceeding involving violations by XM of the same rules
       at issue in this proceeding or involving misrepresentation or lack of
       candor by XM in its dealings with the Commission.

    9. Terrestrial Repeaters. With respect to any of the 100 repeaters listed
       in Attachment C, within a period of 60 days from the Effective Date of
       this Consent Decree, XM shall cease operating 50 of these repeaters
       and must bring the remaining 50 repeaters into compliance with the
       specifications that they were originally authorized or cease operating
       them. The Commission, as of the Effective Date of this Consent Decree,
       shall also grant XM's request for STA to operate for a period of
       thirty (30) days those repeaters for which it seeks authority listed
       in Attachment D. Concurrently, the Commission shall place on public
       notice XM's request for STA to operate these repeaters for a period of
       180 days.

   10. Compliance Plan. For purposes of settling the matters set forth
       herein,  XM agrees to implement a Compliance Plan related to future
       compliance with the Act, the Commission's Rules, and the Commission's
       Orders. XM will submit a copy of the Compliance Plan to the Bureau
       prior to the Effective Date.  The Plan will include, at a minimum, the
       following components:

    a. FCC Compliance Officer. XM has hired an FCC Compliance Officer, who is
       responsible for overseeing the FCC-related aspects of the company's
       operations, ensuring XM's compliance with all FCC Rules, and serving
       as point of contact for XM management, employees, FCC staff, and the
       public with reference to XM's FCC regulatory compliance. The FCC
       Compliance Officer will report directly to XM's General Counsel. 

    b. Equipment Design and Certification.  By September 1, 2008, XM will
       adopt a Procedural Guide for satellite radio receivers ("Procedural
       Guide") establishing step-by-step procedures that XM employees must
       follow in connection with testing and obtaining FCC certification of
       any new radio receivers, as well as making any modifications to
       existing radio receivers where such changes may implicate FCC rules or
       certifications. XM will submit a copy of the Procedural Guide to the
       Bureau within five days of its adoption. In addition, XM will
       implement the following internal procedures related to equipment
       design and certification for radios intended to be sold at retail: (i)
       the FCC Compliance Officer will have ultimate responsibility over FCC
       testing and certification; (ii) authority over the design and
       manufacture of XM radio receivers will be separated from authority
       over FCC testing and certification for those radio receivers; (iii)
       prior to commencing manufacturing of commercial quantities of any
       devices governed by FCC rules, the FCC Compliance Officer will be
       required to certify directly to XM's Chief Executive Officer and
       General Counsel that such device has been designed to comply with
       those rules; and (iv) the FCC Compliance Officer will supervise the
       audit of randomly selected radio receivers manufactured for retail
       distribution in order to help ensure the continued compliance of those
       devices with FCC rules.

    c. Modification of Vendor Agreements. XM will ensure that all new
       agreements it enters into with vendors to manufacture radio receivers
       specifically require that such devices be manufactured in accordance
       with specifications provided or approved by XM and in compliance with
       applicable FCC rules. All existing agreements will be conformed to
       similarly ensure that devices are manufactured in accordance with
       specifications provided or approved by XM and in compliance with
       applicable FCC rules.

    d. Repeater Licensing and Modifications. To ensure its compliance with
       FCC rules relating to its terrestrial repeaters, XM will adopt a
       Repeater Change Guide establishing procedures to be followed before
       any changes can be made to XM's terrestrial repeater network,
       including adding any new repeater sites or making changes to existing
       repeaters. XM will submit a copy of the Repeater Change Guide to the
       Bureau by September 1, 2008. Pursuant to the Repeater Change Guide,
       any construction or other changes to XM's repeater network must be
       approved in advance by  the Senior Vice President, Ground Systems
       Engineering and the FCC Compliance Officer. Where the FCC Compliance
       Officer determines that FCC approval is needed before a change is
       made, no construction or modification may be made until such FCC
       approval is received, and pursuant to the direction of the Senior Vice
       President, Ground Systems Engineering and the FCC Compliance Officer.

    e. Compliance Training. XM will establish an FCC Compliance Training
       Program for all current employees who engage in activities subject to
       FCC regulation. The training program will be developed and fully
       implemented no later than December 1, 2008. XM will conduct refresher
       training programs for relevant employees at least annually and will
       train relevant new employees within 90 days of their employment.

   11. Voluntary Contribution. XM agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of
       $17,394,375. The payment will be made within thirty (30) days after
       the Effective Date. The payment must be made by check or similar
       instrument, payable to the Order of the Federal Communications
       Commission. The payment must include the Account Number and FRN Number
       referenced in the caption to the Adopting Order. Payment by check or
       money order may be mailed to Federal Communications Commission, P.O.
       Box 979088, St. Louis, MO 63197-9000. Payment by overnight mail may be
       sent to U.S. Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005
       Convention Plaza, St. Louis, MO 63101. Payment by wire transfer may be
       made to ABA Number 021030004, receiving bank TREAS/NYC, and account
       number 27000001. For payment by credit card, an FCC Form 159
       (Remittance Advice) must be submitted. When completing the FCC Form
       159, enter the Account number in block number 23A (call sign/other
       ID), and enter the letters "FORF" in block number 24A (payment type
       code). XM will also send electronic notification on the date said
       payment is made to Kathy Berthot at Kathy.Berthot@fcc.gov.

   12. Waivers. XM waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Order adopting this Consent Decree, provided the Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. XM shall retain the right to challenge
       Commission interpretation of the Consent Decree or any terms contained
       herein. If either Party (or the United States on behalf of the
       Commission) brings a judicial action to enforce the terms of the
       Adopting Order, neither XM nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and XM shall
       waive any statutory right to a trial de novo. XM hereby agrees to
       waive any claims it may otherwise have under the Equal Access to
       Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq., relating
       to the matters addressed in this Consent Decree.

   13. Radio Receivers. The Commission will allow operation of the Radio
       Receivers that have been sold or distributed on or before the
       Effective Date. With regard to these existing Radio Receivers, XM will
       undertake the following efforts:

    a. With respect to potentially non-compliant Radio Receivers purchased by
       a consumer but activated after the Effective Date, XM will use
       reasonable efforts to identify such consumers, and shortly after such
       consumer contacts the company to activate such device, offer such
       consumer at no charge to the consumer the choice, as appropriate, of:
       (1) a ferrite package, with instructions for how to attach the
       ferrites to the consumer's radio cables (including on the cables of
       radios that have been professionally installed); (2) a replacement
       cassette adaptor (for consumer whose vehicles have cassette players);
       or (3) a ferrite package and an installation kit with hardware to use
       in connection with a professional installation of the consumer's Radio
       Receiver, along with a coupon redeemable at no charge to the consumer
       for professional installation. XM will deliver to such consumers one
       of the above referenced solutions and a written communication to
       explain the benefits to consumers.

    b. Within seven  (7) business days of the Effective Date, XM will
       commence sending notices to, and make substantial progress towards
       notifying,  by U.S. or electronic mail, all XM subscribers with Radio
       Receivers as of the Effective Date. The notice will inform subscribers
       that the subscriber's Radio Receiver may not be in compliance with FCC
       Rules and it may interfere with others' FM radio reception. The notice
       will direct subscribers to a website or a toll-free customer service
       number for further information and to choose from among the following
       options. For each subscriber who uses a Radio Receiver in the wireless
       FM modulator mode or who uses a Radio Receiver that has been
       professionally installed, XM will send the subscriber at no cost to
       the subscriber his or her choice of either:

     i. A ferrite package, with instructions for how to attach the ferrites
        to the subscriber's radio cables (including on the cables of radios
        that have been professionally installed);

     ii. A replacement cassette adaptor (for subscribers whose vehicles have
         cassette players); or

     iii. For subscribers whose vehicles do not have cassette players, a
          ferrite package and an installation kit with hardware to use in
          connection with a professional installation of the subscriber's
          radio, along with a coupon redeemable at no charge to the consumer
          for professional installation.

   Each such notice, which will be substantially in the form included in
   Attachment A, will also contain a hyperlink or an address to a website
   maintained by XM that allows subscribers to search for open FM frequencies
   by zip code. Distribution to subscribers of these solutions will be
   effected based upon subscriber responses and will begin within five (5)
   business days following receipt by XM, or a third party retained by XM, of
   the solutions.

    c. The website and toll-free customer service number will advise all
       subscribers using a Radio Receiver with a cassette adaptor in a
       vehicle or with an RCA cable in a fixed location that if there is a
       menu setting enabling the FM modulator to be turned "off," it should
       be turned "off" when the cassette adaptor or RCA cable is attached.

    d. XM will also provide such notice to subscribers via its website,
       subscriber newsletter and automated telephone response.

    e. XM will cause all non-compliant Radio Receivers returned by consumers
       to XM for repair or warranty claims to be modified to be compliant
       with Section 302(b) of the Act and Parts 2 and 15 of the rules or
       replaced with compliant devices.

    f. Within seven (7) business days  of the Effective Date, XM will begin
       broadcasting an on-air notice regarding the Radio Receivers on a daily
       basis on high listenership news, talk and entertainment programming
       selected by XM. XM will continue such on-air notices for three months
       after the Effective Date. The Commission shall have the option of
       extending the on-air notice requirement for three additional months by
       notifying XM in writing of the need for such an extension one week
       prior to the termination of the initial three month period. The on-air
       notice shall contain in substantial form the information in Attachment
       B.

   14. Marketing of Radio Receivers. XM agrees that every radio receiver that
       is marketed by XM in the United States on or after the Effective Date
       of this Consent Decree shall be designed to be compliant with Section
       302(b) of the Act and Parts 2 and 15 of the Rules.

   15. Compliance Reports. XM will file compliance certifications and reports
       with the Commission as follows:

    a. Beginning on September 1, 2008, and continuing at three (3)-month
       intervals thereafter until the expiration of this Consent Decree, XM
       shall provide a report detailing:

     i. to its knowledge, the total number of Radio Receivers that remain
        activated as of the most recent date on which that information is
        available to XM;

     ii. the status of its compliance efforts set forth in paragraph 13 and a
         certification that XM has provided the notices required in paragraph
         13(b); and

     iii. any changes in the technical parameters at which its terrestrial
          repeaters are operating.

    b. Each report shall include a compliance certificate from XM's Senior
       Vice President, Ground Systems Engineering, as an agent of XM, stating
       that the officer has personal knowledge that XM  has established and
       implemented operating procedures intended to ensure compliance with
       this Consent Decree, together with an accompanying statement
       explaining the basis for the officer's compliance certification. All
       compliance reports shall be submitted to the Chief, Spectrum
       Enforcement Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Washington, D.C. 20554. All reports
       shall also be submitted electronically to Kathy Berthot at
       Kathy.Berthot@fcc.gov.

   16. Termination Date. Except with respect to paragraph 10(e),  the
       requirements of this Consent Decree will expire five (5) years after
       the Effective Date.

   17. Severability. The Parties agree that if any of the provisions of the
       Adopting Order or the Consent Decree shall be invalid or
       unenforceable, such invalidity or unenforceability shall not
       invalidate or render unenforceable the entire Adopting Order or
       Consent Decree, but rather the entire Adopting Order or Consent Decree
       shall be construed as if not containing the particular invalid or
       unenforceable provision or provisions, and the rights and obligations
       of the Parties shall be construed and enforced accordingly. In the
       event that this Consent Decree in its entirety is rendered invalid by
       any court of competent jurisdiction, it shall become null and void and
       may not be used in any manner in any legal proceeding.

   18. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which XM does not expressly consent)
       that provision will be superseded by such Commission rule or Order.

   19. Successors and Assigns. XM agrees that the provisions of this Consent
       Decree shall be binding on its successors, assigns, and transferees.

   20. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders,
       provided, however, that the Commission may consider the facts in this
       proceeding in any future proceeding involving violations by XM of the
       same rules at issue in this proceeding or involving misrepresentation
       or lack of candor by XM in its dealings with the Commission. The
       Parties agree that this Consent Decree is for settlement purposes only
       and that by agreeing to this Consent Decree, XM  does not admit or
       deny noncompliance, violation or liability for violating the Act or
       Rules in connection with the matters that are the subject of this
       Consent Decree.

   21. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   22. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   23. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   24. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


     Marlene H. Dortch                    
                                          
     Secretary                            
                                          
     Federal Communications Commission    
                                          
     Date                                 
                                          
     Gary N. Parsons                      
                                          
     Chairman of the Board of Directors   
                                          
     XM Radio, Inc.                       
                                          
     Date                                 


                                  ATTACHMENT A

                         Draft Text of Customer Notice

   Dear XM Subscriber,

   The FCC has notified XM that some of our older receiver models (generally,
   those purchased before August, 2006) may not operate in the manner
   required by the FCC and may cause interference to FM radio users depending
   on how the XM radio is installed or used.

   The receiver models include the Roady2, SkyFi2, MyFi, Airware, Tao,
   RoadyXT, Xpress, Sportscaster, XR9-XCX9, Jensen JXR9, Inno, Helix, and
   Nexus. Please note this notice does not apply to you if your new car came
   installed with an XM receiver.

   If you do have one of the receivers mentioned above and use it with the
   wireless FM option or you have had the receiver professionally installed,
   then we have several options available at no cost to you to alleviate this
   possible interference. Please visit our website at www.#####.com or call
   us toll-free at ###-###-#### to choose one of the following three options:

   Option A: We will send you ferrite beads to attach to your XM antenna and
   power adaptor cables. (Ferrite beads are typically placed on the end of
   data cables to reduce interference.)

   Option B: We will send you a replacement cassette adapter to use with your
   XM radio. Only choose this option if your car radio has a cassette player.

   Option C: For subscribers whose vehicles do not have cassette players, a
   ferrite package and an installation kit with hardware to use in connection
   with a professional installation of the subscriber's radio, along with a
   coupon redeemable at no charge to the consumer for professional
   installation.

   Please visit the following website, www.######.com for more information
   and to select your option. If you do not have access to the Internet, you
   may call our toll-free automated telephone response system at ###-###-####
   for information on how to alleviate this possible interference.

   Thank you for your attention to this matter.

   Best Regards,

   XM Management

                                  ATTACHMENT B

                       Draft Text of On-Air Announcement

   The FCC has notified XM that some of our older receiver models could cause
   interference to FM radio users. If you are currently using one of the
   affected models, you will receive an email or letter from XM with
   information to assist you in deciding whether your receiver needs changes
   and what changes you should make. Please visit our website www.#####.com
   or call us toll-free at ###-###-#### for further information. Please note
   that this notice does not apply to you if your new car came installed with
   an XM receiver. Thank you for your attention to this matter.

                                  ATTACHMENT C


     No.    Market Area    Repeater ID  

      1    Akron             AKR004A    

      2    Albuquerque       ALQ004A    

      3    Atlanta           ATL009A    

      4    Atlanta           ATL046A    

      5    Atlanta           ATL095A    

      6    Atlanta           ATL003C    

      7    Buffalo           BUF001A    

      8    Buffalo           BUF003A    

      9    Buffalo           BUF012A    

     10    Charlotte         CHA007B    

     11    Charlotte         CHA015B    

     12    Charlotte         CHA021B    

     13    Charlotte         CHA037A    

     14    Charlotte         CHA009F    

     15    Charlotte         CHA038B    

     16    Chicago           CHI137B    

     17    Chicago           CHI106B    

     18    Chicago           CHI125A    

     19    Chicago           CHI222A    

     20    Chicago           CHI238A    

     21    Chicago           CHI241D    

     22    Cincinnati        CIN025C    

     23    Cincinnati        CIN041B    

     24    Dallas            DFW507B    

     25    Dayton            DAY011B    

     26    Detroit           DET005D    

     27    Detroit           DET035A    

     28    Detroit           DET037A    

     29    Detroit           DET043A    

     30    Detroit           DET030A    

     31    Greenville        GRV027B    

     32    Harrisburg        HAB008A    

     33    Hartford          HAR035A    

     34    Houston           HOU020A    

     35    Jacksonville      JAC009A    

     36    Kansas City       KAC022C    

     37    Los Angeles       LAX645B    

     38    Los Angeles       LAX011A    

     39    Los Angeles       LAX020B    

     40    Los Angeles       LAX108A    

     41    Los Angeles       LAX144A    

     42    Los Angeles       LAX024A    

     43    Los Angeles       LAX103A    

     44    Los Angeles       LAX117C    

     45    Los Angeles       LAX116A    

     46    Miami             MIA019B    

     47    Miami             MIA022A    

     48    Minneapolis       MIN027A    

     49    Minneapolis       MIN030A    

     50    Nashville         NAS508A    

     51    Nashville         NAS001A    

     52    Nashville         NAS038D    

     53    New Orleans       NOX004A    

     54    New York          NYC192C    

     55    New York          NYC010A    

     56    Norfolk           NOR003A    

     57    Orlando           ORL005C    

     58    Pittsburgh        PIT011C    

     59    Pittsburgh        PIT033A    

     60    Pittsburgh        PIT037B    

     61    Portland          POR003B    

     62    Portland          POR028A    

     63    Raleigh           RAL009A    

     64    Raleigh           RAL016C    

     65    Raleigh           RAL017B    

     66    Raleigh           RAL021B    

     67    Raleigh           RAL029B    

     68    Raleigh           RAL022A    

     69    Sacramento        SAC006A    

     70    San Francisco     SFX007A    

     71    San Francisco     SFX716B    

     72    San Francisco     SFX058A    

     73    San Francisco     SFX064A    

     74    San Francisco     SFX117A    

     75    San Francisco     SFX214B    

     76    Seattle           SEA007A    

     77    Seattle           SEA012A    

     78    Seattle           SEA016A    

     79    Seattle           SEA021B    

     80    St. Louis         STL009D    

     81    St. Louis         STL001A    

     82    St. Louis         STL020A    

     83    St. Louis         STL023A    

     84    Tampa             TAM015A    

     85    Tampa             TAM003A    

     86    Tampa             TAM008A    

     87    Tampa             TAM009C    

     88    Tampa             TAM001A    

     89    Tampa             TAM002A    

     90    Tampa             TAM013A    

     91    Tampa             TAM014A    

     92    Washington DC     WDC430A    

     93    Washington DC     WDC232E    

     94    Washington DC     WDC502A    

     95    Washington DC     WDC220C    

     96    Washington DC     WDC227E    

     97    Washington DC     WDC501B    

     98    Washington DC     WDC515A    

     99    Washington DC     WDC519A    

     100   Washington DC     WDC215B    


                                  ATTACHMENT D


     No.    Market Area     Repeater ID  

      1    Akron              AKR002B    

      2    Albany             ALB006D    

      3    Albany             ALB013B    

      4    Atlanta            ATL007A    

      5    Atlanta            ATL010B    

      6    Atlanta            ATL016C    

      7    Atlanta            ATL024A    

      8    Atlanta            ATL030B    

      9    Atlanta            ATL043B    

     10    Atlanta            ATL063A    

     11    Atlanta            ATL064C    

     12    Atlanta            ATL067A    

     13    Atlanta            ATL068A    

     14    Atlanta            ATL069A    

     15    Atlanta            ATL110B    

     16    Atlanta            ATL525A    

     17    Austin             AUS003A    

     18    Birmingham         BIR006A    

     19    Boston             BOS101E    

     20    Boston             BOS109B    

     21    Boston             BOS122A    

     22    Boston             BOS124A    

     23    Boston             BOS125A    

     24    Boston             BOS127A    

     25    Boston             BOS128A    

     26    Boston             BOS132A    

     27    Boston             BOS134A    

     28    Boston             BOS135A    

     29    Boston             BOS202C    

     30    Boston             BOS226A    

     31    Boston             BOS232B    

     32    Buffalo            BUF004A    

     33    Buffalo            BUF006A    

     34    Chicago            CHI115D    

     35    Chicago            CHI116F    

     36    Chicago            CHI118E    

     37    Chicago            CHI121A    

     38    Chicago            CHI123F    

     39    Chicago            CHI133A    

     40    Chicago            CHI134D    

     41    Chicago            CHI136C    

     42    Chicago            CHI140A    

     43    Chicago            CHI142B    

     44    Chicago            CHI201E    

     45    Chicago            CHI213A    

     46    Chicago            CHI225B    

     47    Chicago            CHI250A    

     48    Chicago            CHI251E    

     49    Chicago            CHI255B    

     50    Chicago            CHI604B    

     51    Cleveland          CLE002A    

     52    Cleveland          CLE005D    

     53    Cleveland          CLE006A    

     54    Cleveland          CLE027A    

     55    Columbus           COL020F    

     56    Columbus           COL501A    

     57    Dallas             DFW011A    

     58    Dayton             DAY013A    

     59    Detroit            DET001A    

     60    Detroit            DET008A    

     61    Detroit            DET012A    

     62    Detroit            DET014A    

     63    Detroit            DET016A    

     64    Detroit            DET029B    

     65    Detroit            DET031C    

     66    Detroit            DET034A    

     67    Detroit            DET038A    

     68    Detroit            DET040A    

     69    Detroit            DET044A    

     70    Detroit            DET047A    

     71    Detroit            DET048A    

     72    Detroit            DET515A    

     73    Detroit            DET549A    

     74    Greensboro         GRE003A    

     75    Greenville         GRV005B    

     76    Harrisburg         HAB014A    

     77    Hartford           HAR040A    

     78    Indianapolis       IND002C    

     79    Kansas City        KAC025A    

     80    Kansas City        KAC125A    

     81    Kansas City        KAC225A    

     82    Knoxville          KNO001A    

     83    Las Vegas          LVX003A    

     84    Las Vegas          LVX005A    

     85    Los Angeles        LAX001B    

     86    Los Angeles        LAX012C    

     87    Los Angeles        LAX014A    

     88    Los Angeles        LAX018A    

     89    Los Angeles        LAX028B    

     90    Los Angeles        LAX037B    

     91    Los Angeles        LAX101B    

     92    Los Angeles        LAX105A    

     93    Los Angeles        LAX109A    

     94    Los Angeles        LAX110A    

     95    Los Angeles        LAX111A    

     96    Los Angeles        LAX113B    

     97    Los Angeles        LAX118C    

     98    Los Angeles        LAX126A    

     99    Los Angeles        LAX130A    

     100   Louisville         LOU005A    

     101   Louisville         LOU007B    

     102   Louisville         LOU009B    

     103   Memphis            MEM003A    

     104   Memphis            MEM011B    

     105   Miami              MIA003F    

     106   Miami              MIA005A    

     107   Miami              MIA007B    

     108   Miami              MIA008A    

     109   Miami              MIA009A    

     110   Miami              MIA010A    

     111   Miami              MIA029C    

     112   Miami              MIA101E    

     113   Minneapolis        MIN012A    

     114   Minneapolis        MIN014B    

     115   Minneapolis        MIN016D    

     116   Monterey           MON008C    

     117   Nashville          NAS009A    

     118   Nashville          NAS017B    

     119   Nashville          NAS020A    

     120   New York           NYC003A    

     121   New York           NYC004A    

     122   New York           NYC008B    

     123   New York           NYC009A    

     124   New York           NYC012B    

     125   New York           NYC017C    

     126   New York           NYC019F    

     127   New York           NYC020B    

     128   New York           NYC027A    

     129   New York           NYC028C    

     130   New York           NYC031D    

     131   New York           NYC035A    

     132   New York           NYC046A    

     133   New York           NYC053E    

     134   New York           NYC055A    

     135   New York           NYC058D    

     136   New York           NYC070G    

     137   New York           NYC132H    

     138   New York           NYC136C    

     139   New York           NYC141A    

     140   New York           NYC161A    

     141   New York           NYC172A    

     142   New York           NYC193B    

     143   New York           NYC195B    

     144   New York           NYC196A    

     145   New York           NYC200A    

     146   New York           NYC205A    

     147   New York           NYC214B    

     148   New York           NYC222C    

     149   New York           NYC611B    

     150   New York           NYC614B    

     151   Oklahoma City      OKC001B    

     152   Orlando            ORL001C    

     153   Philadelphia       PHI002A    

     154   Philadelphia       PHI049A    

     155   Phoenix            PHO006A    

     156   Phoenix            PHO101A    

     157   Pittsburgh         PIT002A    

     158   Pittsburgh         PIT004D    

     159   Pittsburgh         PIT019C    

     160   Pittsburgh         PIT042B    

     161   Portland           POR017B    

     162   Portland           POR021A    

     163   Portland           POR030A    

     164   Portland           POR035A    

     165   Providence         PRO001B    

     166   Raleigh            RAL004A    

     167   Raleigh            RAL007A    

     168   Raleigh            RAL028A    

     169   Richmond           RIC008A    

     170   Richmond           RIC020A    

     171   Richmond           RIC033A    

     172   Richmond           RIC034A    

     173   Rochester          ROC002A    

     174   Sacramento         SAC001C    

     175   Salt Lake City     SLC001A    

     176   Salt Lake City     SLC004B    

     177   San Antonio        SAN001A    

     178   San Diego          SDX002B    

     179   San Diego          SDX019C    

     180   San Francisco      SFX005A    

     181   San Francisco      SFX009C    

     182   San Francisco      SFX139B    

     183   San Francisco      SFX250A    

     184   Seattle            SEA001B    

     185   Seattle            SEA002A    

     186   Seattle            SEA011A    

     187   Seattle            SEA014A    

     188   Seattle            SEA019C    

     189   Seattle            SEA033B    

     190   Seattle            SEA034A    

     191   Seattle            SEA050A    

     192   Seattle            SEA053A    

     193   Seattle            SEA056A    

     194   Springfield        SPR001A    

     195   Springfield        SPR003B    

     196   St. Louis          STL003A    

     197   St. Louis          STL006A    

     198   St. Louis          STL012C    

     199   St. Louis          STL017E    

     200   Syracuse           SYR004A    

     201   Syracuse           SYR008F    

     202   Tampa              TAM011A    

     203   Toledo             TOL505A    

     204   Tulsa              TUL001A    

     205   Washington DC      WDC102E    

     206   Washington DC      WDC105F    

     207   Washington DC      WDC202A    

     208   Washington DC      WDC203B    

     209   Washington DC      WDC222A    

     210   Washington DC      WDC223A    

     211   Washington DC      WDC230A    

     212   Washington DC      WDC307A    

     213   Washington DC      WDC313B    

     214   Washington DC      WDC314B    

     215   Washington DC      WDC325A    

     216   Washington DC      WDC329A    

     217   Washington DC      WDC401B    

     218   Washington DC      WDC405A    

     219   Washington DC      WDC409A    

     220   Washington DC      WDC500B    

     221   Washington DC      WDC513A    


                                  STATEMENT OF

                            CHAIRMAN KEVIN J. MARTIN

   Re: Sirius Satellite Radio Inc.

   Re: XM Radio, Inc.

   The Commission has longstanding technical rules regarding the marketing of
   equipment, including FM modulators, and the construction and operation of
   terrestrial repeaters pursuant to Special Temporary Authority. These rules
   serve important consumer protection and competitive goals. As I have said
   before, the Commission takes a licensee's obligation to comply with our
   rules very seriously and will not tolerate non-compliance.

   In order to resolve the Commission's investigation into whether these
   license holders were violating the Commission's technical requirements
   regarding FM modulators, as well as our rules regarding the construction
   and operation of terrestrial repeaters, the two companies have agreed to
   undertake significant corrective actions and implement various reforms to
   ensure future compliance with the Commission's rules. They also have
   agreed to make significant contributions to the U.S. Treasury totaling
   nearly $19.6 million.

   In reaching a conclusion to these investigations, the apparently
   intentional nature of some of the violations was troubling. Indeed, the
   ability and willingness to conform one's conduct to the requirements of
   the Commission's rules are central to the qualifications of any Commission
   licensee. On balance, however, the public's interest in the continued
   availability and viability of satellite radio services and the impact on
   the public and other licensees that the violations precipitated, taken
   together with the rigorous oversight and reporting obligations and
   substantial voluntary contribution, persuade me that settlement of these
   matters would best serve the public interest.

   Through this strong enforcement action that we take today, the Commission
   has provided clear guidance to the licensees that we expect them to
   conform their conduct to the Commission's rules and sends a strong message
   that we will not tolerate non-compliance.

                                  STATEMENT OF

                       COMMISSIONER JONATHAN S. ADELSTEIN

   Re: Sirius Satellite Radio Inc.

   Re: XM Radio, Inc.

   Today, we approve one of the largest voluntary contributions ever agreed
   upon by the Commission for violations of Commission rules. XM and Sirius
   have agreed to pay a total amount of $19.5 million for their intentional
   and repeated violations of rules intended to protect other licensees and
   the public. The brazen nature of these violations indeed warrants this
   substantial monetary contribution and rigorous oversight and reporting
   obligations.

   It is my hope that the Commission will vigorously enforce all elements of
   today's Order and Consent Decree, but history suggests otherwise. In April
   and June 2006, the Commission launched an investigation into alleged
   noncompliant XM and Sirius satellite radio devices; and that fall, the
   Commission learned about widespread unauthorized use of terrestrial
   repeaters. XM, for example, had constructed and was operating 479
   unauthorized or variant repeaters. In light of such unprecedented
   violations, it is stunning that the Commission was poised to approve the
   merger of XM and Sirius before resolving these enforcement matters. It is
   inconceivable to me that we would even consider approving such a merger
   with such a large and serious number of outstanding violations unresolved.
   That would have never crossed our minds if the transactions involved
   terrestrial broadcasters. I commend my colleague, Commissioner Tate, for
   insisting that we conclude enforcement action prior to concluding the
   merger transaction.

   In the same vein, I am discouraged that the Commission has not yet decided
   the interference issues between the SDARS and Wireless Communications
   Service ("WCS") in the 2.3 GHz band. That these issues have been before
   the Commission for over a decade is completely unacceptable. This
   enforcement action implicates a number of transmitters that are now
   operating with special temporary authority (STAs). These STAs would no
   longer be necessary, and they could operate under regular authorization,
   if this matter were resolved. It should have been done before or
   concurrent with this enforcement matter, and certainly before the merger
   was approved. The longer we delay implementing rules governing the
   coexistence of SDARS and WCS, the longer we delay WCS rollout of critical
   wireless broadband services to rural, unserved and underserved areas. It
   is not enough to talk about rural broadband deployment. We need to do
   something about it. Here, we are in fact standing in the way. We need to
   act, and do so in a way which promotes broadband and protects listeners of
   satellite radio. Today, I urge my colleagues to determine final technical
   rules so that WCS licensees can manufacture compliant equipment and
   devices.

                                  STATEMENT OF
                        COMMISSIONER DEBORAH TAYLOR TATE

   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
       receivers;

     * 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.

   47 U.S.C. S: 302a(b).

   47 C.F.R. S: 2.1 et seq. and S: 15.101 et seq.

   47 C.F.R. S: 25.120.

   47 U.S.C. S: 154(i).

   47 U.S.C. S: 302a(b).

   47 C.F.R. S: 2.1 et seq. and S: 15.101 et seq.

   47 C.F.R. S: 25.120.

   See Letter from Kathryn S. Berthot, Deputy Chief, Spectrum Enforcement
   Division, Enforcement Bureau, FCC, to William J. Bailey, Senior Vice
   President, Regulatory and Government Affairs, XM Radio Inc. (April 20,
   2006) ("April 20, 2006 LOI").

   See Letter from Kathryn S. Berthot, Deputy Chief, Spectrum Enforcement
   Division, Enforcement Bureau, FCC, to James Blitz, Vice President &
   Regulatory Counsel, XM Radio Inc. (February 15, 2007) ("February 15, 2007
   LOI").

   47 U.S.C. 302a(b).

   47 C.F.R. S:S: 2.1 et seq. and 15.1 et seq.

   See April 20, 2006 LOI.

   Establishment of Rules and Policies for the Digital Audio Radio Satellite
   Service in the 2310-2360 MHz Frequency Band, Report and Order, Memorandum
   Opinion and Order and Further Notice of Proposed Rulemaking, 12 FCC Rcd
   5745, 5810 (1997).

   SAT-STA-20020815-00153; SAT-STA-20031112-00371.

   See File No. SAT-STA-20010712-00063.

   Of the repeaters that were powered down, several have other, less
   significant violations associated with them.

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, FCC, to James Blitz, Vice President and Regulatory
   Counsel, XM Radio, Inc. (February 15, 2007).

   See Letter from James Blitz, Vice President and Regulatory Counsel, XM
   Radio, Inc. to Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, FCC (March 12, 2007).

   See SAT-STA-20061002-0014. The conditions for all 30-day STA grants
   include but are not limited to:

   1. Any actions taken as a result of this STA are solely at the applicant's
   own risk.  This STA shall not prejudice the outcome of the final rules
   adopted by the Commission in IB Docket No. 95-91.  The issue concerning
   EIRP raised by the WCS Coalition will be addressed in that proceeding. 
   Operations prior to such action will be subject to condition 2 below.

   2. Operation of all SDARS repeaters authorized pursuant to this STA is on
   a non-interference basis with respect to all permanently authorized
   radiocommunication facilities.  The operator shall provide the information
   and follow the process set forth in paragraphs 14 and 17 in 16 FCC Rcd
   16773 (Int'l Bur. 2001) and 16 FCC Rcd 16781 (Int'l Bur. 2001), as
   modified by 16 FCC Rcd 18481 (Int'l Bur. 2001) and 16 FCC Rcd 18484 (Int'l
   Bur. 2001).

   See SAT-STA-20061013-00119. These repeaters in Attachment C are a subset
   of the STA requests made by XM on October 2, 2006, as modified by XM's
   filing of March 22, 2007. The same conditions noted above would apply to
   any 180-day STA, if granted. See note 19, above.

   Federal Communications Commission FCC 08-177

   19

   Federal Communications Commission FCC 08-177