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                                  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.