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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554

   In the Matter of  )  File No.: EB-09-SE-221

   )

   Sirius XM Radio Inc.  )  Acct. No.: 201232100028

   )

   )  FRN: 0006345730

                                     ORDER

   Adopted: July 3, 2012 Released: July 3, 2012

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau (Bureau) of the Federal Communications
       Commission (Commission) and Sirius XM Radio Inc. (Sirius XM). The
       Consent Decree resolves and terminates the Bureau's investigation into
       Sirius XM's compliance with the conditions imposed by the Commission
       in its approval of the merger application of Sirius Satellite Radio
       Inc. and XM Satellite Radio Holdings, Inc.

    2. The Bureau and Sirius XM have negotiated a Consent Decree that
       resolves this matter. 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 investigation.

    4. In the absence of new material evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Sirius 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
       Communications Act of 1934, as amended, and Sections 0.111 and 0.311
       of the Commission's rules, the Consent Decree attached to this Order
       IS ADOPTED.

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

    7. 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 James S. Blitz, Vice President and Regulatory Counsel,
       Sirius XM Radio Inc., 1500 Eckington Place, N.E., Washington, D.C.
       20002, and to Jennifer D. Hindin, counsel for Sirius XM Radio Inc.,
       Wiley Rein LLP, 1776 K Street, N.W., Washington, D.C. 20006.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554

   In the Matter of  )  File No.: EB-09-SE-221

   )

   Sirius XM Radio Inc.  )  Acct. No.: 201232100028

   )

   )  FRN: 0006345730

                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and Sirius
   XM Radio Inc., by their authorized representatives, hereby enter into this
   Consent Decree for the purpose of terminating the Enforcement Bureau's
   investigation into Sirius XM's compliance with the conditions imposed by
   the Commission in its approval of the merger application of Sirius
   Satellite Radio Inc. and XM Satellite Radio Holdings, Inc.

   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 Bureau 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" or "FCC" means the Federal Communications Commission
            and all of its bureaus and offices.

         e. "Communications Laws" means collectively, the Act, the Rules, and
            the published and promulgated orders and decisions of the
            Commission to which Sirius XM is subject by virtue of its
            business activities.

         f. "Effective Date" means the date on which the Bureau releases the
            Adopting Order.

         g. "Investigation" means the investigation commenced by the Bureau's
            letter dated May 15, 2009 concerning Sirius XM's compliance with
            the conditions contained in the Merger Order, including the
            company's voluntary commitments as set forth in Appendix B to the
            Merger Order.

         h. "Parties" means Sirius XM and the Bureau, each of which is a
            "Party."

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

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

   II. Background

    2. On July 25, 2008, the Commission approved the consolidated application
       of Sirius Satellite Radio Inc. (Sirius) and XM Satellite Radio
       Holdings Inc. (XM) for consent to the transfer of control of the
       licenses and authorizations held by Sirius and XM, and their
       subsidiaries, for the provision of satellite digital audio radio
       service in the United States. In doing so, the Commission conditioned
       its approval on Sirius XM's compliance with the conditions contained
       in the Merger Order, including the company's fulfillment of its
       voluntary commitments as set forth in Appendix B to the Merger Order.

    3. On May 15, 2009, the Bureau sent Sirius XM a letter seeking
       information about Sirius XM's compliance with the Merger Order. The
       Bureau asked Sirius XM to provide a statement detailing the company's
       efforts to comply with certain Merger Order conditions and voluntary
       commitments. In its June 15, 2009 response, Sirius XM described the
       steps the company was taking to comply with the other Merger Order
       conditions and voluntary commitments. The Bureau subsequently issued
       follow-up letters of inquiry to Sirius XM, to which the company
       responded.

    4. On July 27, 2011, after soliciting public comment, the Commission
       released a Memorandum Opinion and Order determining that the record
       evidence did not support taking action to extend the three year
       pricing condition contained in the Merger Order. The Commission noted,
       however, that its decision did not limit the Commission's ability to
       take enforcement action against Sirius XM for failure to comply with
       the Merger Order or any of Sirius XM's voluntary commitments.

   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 Bureau by
       incorporation of such provisions by reference in the Adopting Order.
       Sirius XM's decision to enter into this Consent Decree is expressly
       contingent upon the Bureau's issuance of an Adopting Order.

    6. Jurisdiction. Sirius XM agrees that the Bureau has jurisdiction over
       it and the matters contained in this Consent Decree and that the
       Bureau 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 Effective Date. As of the Effective
       Date, 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.

    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 Bureau agrees to terminate the
       Investigation. In consideration for the termination of the
       Investigation, Sirius XM agrees to the terms and conditions contained
       herein. The Bureau further agrees that in the absence of new material
       evidence, the Bureau will not use the facts developed in the
       Investigation through the Effective Date, 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
       Sirius XM concerning the matters that were the subject of the
       Investigation. The Bureau also agrees that in the absence of new
       material evidence it will not use the facts developed in the
       Investigation through the Effective Date, or the existence of this
       Consent Decree, to institute on its own motion any proceeding, formal
       or informal, or take any action on its own motion against Sirius XM
       with respect to Sirius XM's basic qualifications, including its
       character qualifications, to be a Commission licensee or to hold
       Commission authorizations.

    9. Voluntary Contribution. Recognizing that the Parties expended
       resources in connection with this investigation and to avoid further
       expenditure of resources, Sirius XM agrees that it will make a
       voluntary contribution to the United States Treasury in the amount of
       Two Hundred Forty Thousand Dollars ($240,000). The payment must be
       made within thirty (30) calendar 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 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.
       Sirius XM must also send electronic notification to Kevin Pittman at
       Kevin.Pittman@fcc.gov, JoAnn Lucanik at JoAnn.Lucanik@fcc.gov and
       Samantha Peoples at Sam.Peoples@fcc.gov on the date said payment is
       made.

   10. Waivers. Sirius 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 Adopting Order, provided the Bureau issues an Adopting Order
       as defined herein. Sirius XM shall retain the right to challenge
       Commission interpretation of this 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 Sirius XM nor the Commission shall contest the
       validity of this Consent Decree or the Adopting Order, and Sirius XM
       shall waive any statutory right to a trial de novo. Sirius XM hereby
       agrees to waive any claims it may 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.

   11. Invalidity. 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.

   12. Subsequent Rule or Order. The Parties agree that if any provision of
       this 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 Sirius XM does not
       expressly consent) that provision will be superseded by such Rule or
       Commission order.

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

   14. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties with
       respect to the Investigation. 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
       Communications Laws.

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

   16. 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.

   17. Authorized Representative. The individual signing this Consent Decree
       on behalf of Sirius XM represents and warrants that he is authorized
       by Sirius XM to execute this Consent Decree and to bind Sirius XM to
       the obligations set forth herein. The FCC signatory represents that
       she is signing this Consent Decree in her official capacity and that
       she is authorized to execute this Consent Decree.

   18. 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.

   _________________________

   P. Michele Ellison

   Chief

   Enforcement Bureau

   __________________________

   Date

   __________________________

   Patrick L. Donnelly

   Executive Vice President, General Counsel and Secretary

   Sirius XM Radio Inc.

   __________________________

   Date

   Applications for Consent to the Transfer of Control of Licenses, XM
   Satellite Radio Holdings, Inc., Transferor, to Sirius Satellite Radio
   Inc., Transferee, Memorandum Opinion and Order and Report and Order, 23
   FCC Rcd 12348 (2008).

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

   47 C.F.R. S:S: 0.111, 0.311.

   Applications for Consent to the Transfer of Control of Licenses, XM
   Satellite Radio Holdings, Inc., Transferor, to Sirius Satellite Radio
   Inc., Transferee, Memorandum Opinion and Order and Report and Order, 23
   FCC Rcd 12348 (2008) (Merger Order). The Merger Order was effective upon
   adoption, on July 25, 2008.

   Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, FCC
   Enforcement Bureau, to James S. Blitz, Vice President and Regulatory
   Counsel, Sirius XM Radio Inc. (May 15, 2009).

   Merger Order at 12428, para. 180.

   See supra note 2.

   Letter from James S. Blitz, Vice President and Regulatory Counsel, Sirius
   XM Radio Inc., to Kathryn S. Berthot, Chief, Spectrum Enforcement
   Division, FCC Enforcement Bureau, (June 15, 2009).

   Id. at 4-6.

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   FCC Enforcement Bureau, , to James S. Blitz, Vice President and Regulatory
   Counsel, Sirius XM Radio Inc. (Apr. 12, 2010); Letter from John D.
   Poutasse, Acting Chief, Spectrum Enforcement Division, FCC Enforcement
   Bureau, to Richard E. Wiley, Wiley Rein LLP, Counsel for Sirius XM Radio
   Inc. (July 1, 2011).

   See Letter from James S. Blitz, Vice President and Regulatory Counsel,
   Sirius XM Radio Inc., to Jacqueline Ellington, Esq., Spectrum Enforcement
   Division, FCC Enforcement Bureau, (May 12, 2010); Letter from James S.
   Blitz, Vice President and Regulatory Counsel, Sirius XM Radio Inc., to
   Jacqueline Ellington, Esq., Spectrum Enforcement Division, FCC Enforcement
   Bureau, (Dec. 3, 2010); Letter from James S. Blitz, Vice President,
   Regulatory Counsel, Sirius XM Radio Inc., to Kevin M. Pittman, Spectrum
   Enforcement Division, FCC Enforcement Bureau, (July 15, 2011); Letter from
   James S. Blitz, Vice President, Regulatory Counsel, Sirius XM Radio Inc.,
   to Kevin M. Pittman, Spectrum Enforcement Division, FCC Enforcement
   Bureau, (July 26, 2011); Letter from James S. Blitz, Vice President,
   Regulatory Counsel, Sirius XM Radio Inc., to Kevin M. Pittman, Spectrum
   Enforcement Division, FCC Enforcement Bureau, (Aug. 5, 2011). Separately,
   in response to a verbal request from Bureau staff, Sirius XM produced
   information regarding its previous document production in the class action
   litigation, Carl Blessing et al. v. Sirius XM Radio Inc., formerly pending
   in the United States District Court for the Southern District of New York.

   Applications for Consent to the Transfer of Control of Licenses, XM
   Satellite Radio Holdings Inc., Transferor, to Sirius Satellite Radio Inc.,
   Transferee, Memorandum Opinion and Order, 26 FCC Rcd 10539 (2011).

   Id. at 10543, para. 9.

   Federal Communications Commission DA 12-842

   2

   Federal Communications Commission DA 12-842