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                                                                    Exhibit 4.13

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES ACQUIRED UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER THIS WARRANT NOR SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR (B) UPON
RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH OPINION SHALL BE
REASONABLY SATISFACTORY TO ISSUER THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND SUCH LAWS.

                          -----------------------------

                        XM SATELLITE RADIO HOLDINGS INC.

                          COMMON STOCK PURCHASE WARRANT

                          -----------------------------

         This certifies that, for good and valuable consideration, XM Satellite
Radio Holdings Inc., a Delaware corporation (the "Company"), grants to R. Steven
Hicks, an individual ("Warrantholder"), the right to subscribe for and purchase
from the Company shares of the Company's Class A common stock, par value $0.01
per share (the "Common Stock"), subject to the terms, conditions and adjustments
herein set forth.

         Certain capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in Section 11.

Certificate No. 4

Name of Initial Warrantholder: R. Steven Hicks

Number of Shares: 900,000

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1.       Number of Warrant Shares; Exercise Price.

         Subject to terms, conditions and adjustments as set forth in Section
7.1 and elsewhere herein, the Warrantholder shall have the right, in respect of
this Warrant, to purchase 900,000 shares of Common Stock (the "Warrant Shares")
at a purchase price per share of $3.18 (the "Exercise Price").

2.       Duration and Exercise Of Warrant; Limitations on Exercise; Payment of
Taxes; Net Exercise.

             2.1    Exercisability of Warrant. The right to exercise this
                    Warrant shall vest upon the closing of the proposed
                    Concurrent Financing Transactions, as described in the
                    Company's Current Report on Form 8-K dated December 23, 2002
                    (the "Effective Date").

             2.2    Duration and Exercise of Warrant. Subject to the terms and
                    conditions set forth herein, the Warrant may be exercised,
                    in whole or in part, in respect of any Warrant Shares at any
                    time prior to the Expiration Date by the Warrantholder by:

                    (a)    the surrender of this Warrant to the Company, with a
                           duly executed Exercise Form specifying the number of
                           Warrant Shares to be purchased, during normal
                           business hours on any Business Day prior to the
                           Expiration Date; and

                    (b)    the delivery of payment to the Company, for the
                           account of the Company, by cash, by certified or bank
                           cashier's check or by wire transfer of immediately
                           available funds in accordance with wire instructions
                           that shall be provided by the Company upon request,
                           of the Exercise Price for the number of Warrant
                           Shares specified in the Exercise Form in lawful money
                           of the United States of America.

                    The Company agrees that such Warrant Shares shall be deemed
                    to be issued to the Warrantholder as the record holder of
                    such Warrant Shares as of the close of business on the date
                    on which this Warrant shall have been surrendered and
                    payment made for the Warrant Shares as aforesaid.

             2.3    Limitations on Exercise. Notwithstanding anything to the
                    contrary herein, this Warrant may be exercised only upon (i)
                    if the Warrant Shares to be received upon exercise of this
                    Warrant have not been registered under the Securities Act,
                    delivery to the Company of a written certification in
                    substantially the form of the certification attached hereto
                    as Exhibit B, or, at the Warrantholder's election, the

                                        2

<PAGE>

                    delivery to the Company of an opinion of counsel, which
                    opinion shall be reasonably satisfactory to the Company,
                    that the proposed exercise of this Warrant may be effected
                    without registration under the Securities Act, (ii) the
                    obtaining by the Company of the stockholder approval and
                    amendment of its Certificate of Incorporation under Section
                    4(b) hereof (the Warrantholder acknowledging that the
                    Company has not reserved any shares of Common Stock for
                    issuance upon exercise of this Warrant), (iii) the
                    Warrantholder's joining the Company's Board of Directors,
                    and (iv) receipt of approval of any applicable Governmental
                    Authority of the proposed exercise, including, but not
                    limited to, any approval required pursuant to the
                    Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
                    amended, or from the FCC (including if such exercise would
                    result in any change of control). The cost of such
                    approvals, certificate, or legal opinion, if required, shall
                    be borne by the Company. In the event that the FCC shall
                    object to the proposed exercise of the Warrant, then the
                    Company, at its expense, shall be solely responsible for
                    taking any and all action required to obtain FCC approval to
                    permit such exercise as promptly as practicable.

             2.4    Warrant Shares Certificate. A stock certificate or
                    certificates for the Warrant Shares specified in the
                    Exercise Form shall be delivered to the Warrantholder within
                    five Business Days after receipt of the Exercise Form and
                    receipt of payment of the purchase price. If this Warrant
                    shall have been exercised only in part, the Company shall,
                    at the time of delivery of the stock certificate or
                    certificates, deliver to the Warrantholder a new warrant
                    evidencing the rights to purchase the remaining Warrant
                    Shares, which new warrant shall in all other respects be
                    identical with this Warrant.

             2.5    Payment of Taxes. The issuance of certificates for Warrant
                    Shares shall be made without charge to the Warrantholder for
                    any documentary, stamp or similar stock transfer or other
                    issuance tax in respect thereto; provided, however, that the
                    Warrantholder shall be required to pay any and all taxes
                    which may be payable in respect of any transfer involved in
                    the issuance and delivery of any certificate in a name other
                    than that of the then Warrantholder as reflected upon the
                    books of the Company.

             2.6    Net Issue Election. The Warrantholder may elect to receive,
                    without the payment by the Warrantholder of any additional
                    consideration, Warrant Shares equal to the value of this
                    Warrant or any portion of this Warrant by the surrender of
                    this Warrant or such portion to the Company, with the net
                    issue election notice attached hereto as Exhibit C duly
                    executed, at the office of the Company. Upon such

                                        3

<PAGE>

                    election made by the Warrantholder, the Company shall issue
                    to the Warrantholder such number of fully paid and
                    nonassessable Warrant Shares as is computed using the
                    following formula:

                                  X = Y (A-B)
                                  -----------
                                       A

where:

                  X = the number of Warrant Shares to be issued to the
                      Warrantholder.

                  Y = the number of Warrant Shares covered by this Warrant in
                      respect of which the net issue election is made.

                  A = the Fair Market Value of one Warrant Share.

                  B = the Warrant Price in effect under this Warrant at the time
                      the net issue election is made.

3.       Restrictions on Transfer; Restrictive Legends.

             3.1    Transfer of Warrant. This Warrant may not be transferred by
                    the Warrantholder, except with the written consent of the
                    Company; provided, however, that the Warrantholder may (i)
                    transfer this Warrant to any Affiliate of the Warrantholder,
                    (ii) at any time after the first anniversary of the
                    Effective Date, pledge, hypothecate, or otherwise transfer
                    to a financial institution (to the extent permitted by the
                    provisions of Section 16 of the Exchange Act, and the rules
                    promulgated thereunder) in connection with a bona fide
                    financing arrangement, and (iii) transfer to any family
                    member or trust for the benefit of the Warrantholder, each
                    without the prior written consent of the Company.

             3.2    Restrictive Legends.

                    (a)    Except as otherwise permitted by this Section, this
                           Warrant shall (and each Warrant issued in
                           substitution for any Warrant pursuant to Section 5
                           shall) be stamped or otherwise imprinted with a
                           legend in substantially the following form:

                           THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY
                           SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
                           HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                           1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                           SECURITIES LAWS AND NEITHER THIS WARRANT NOR SUCH

                                        4

<PAGE>

                           SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
                           SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                           EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
                           STATEMENT UNDER SUCH ACT OR SUCH LAWS OR (B) UPON
                           RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH
                           OPINION SHALL BE REASONABLY SATISFACTORY TO THE
                           ISSUER THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION
                           UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES
                           LAWS.

                    (b)    Except as otherwise permitted by this Section, each
                           stock certificate for Warrant Shares issued upon the
                           exercise of any Warrant and each stock certificate
                           issued upon the direct or indirect transfer of any
                           such Warrant Shares shall be stamped or otherwise
                           imprinted with a legend in substantially the
                           following form:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                           AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                           SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
                           INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
                           PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT
                           TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
                           OR SUCH LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN
                           OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY
                           SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER IS
                           EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND
                           SUCH STATE SECURITIES LAWS.

                    (c)    Notwithstanding paragraphs (a) and (b) of this
                           Section 3.2, the Warrantholder may require the
                           Company to issue to the Warrantholder a Warrant or a
                           stock certificate for Warrant Shares, in each case
                           without a legend, if either (i) the resale of such
                           Warrant or such Warrant Shares, as the case may be,
                           has been registered under the Securities Act or (ii)
                           the Warrantholder has delivered to the Company an
                           opinion of legal counsel, which opinion shall be
                           addressed to the Company and be reasonably
                           satisfactory in form and substance to the Company, to
                           the effect that such registration is not required
                           with respect to the resale of such Warrant or such
                           Warrant Shares, as the case may be.

                                        5

<PAGE>

4.       Reservation and Registration of Shares, Etc.

         The Company covenants and agrees as follows:

                    (a)    all Warrant Shares which are issued upon the exercise
                           of this Warrant will, upon issuance, be validly
                           issued, fully paid, and nonassessable, not subject to
                           any preemptive rights, and free from all taxes and
                           Liens, with respect to the issue thereof;

                    (b)    at its next shareholders meeting, the Company will
                           seek shareholder approval to amend the Certificate of
                           Incorporation to increase the number of shares of
                           authorized Common Stock by a number sufficient for it
                           to reserve, and the Company covenants that it will,
                           immediately following receipt of such shareholder
                           approval, reserve and keep available out of its
                           authorized Common Stock, a sufficient number of
                           shares for the purposes of issuance upon exercise of
                           this Warrant; and

                    (c)    the Company will, from time to time, take all such
                           action as may be required to assure that the par
                           value per share of the Warrant Shares is at all times
                           equal to or less than the then effective Exercise
                           Price; and

                    (d)    the Warrantholder will have such registration rights
                           as provided under Section 2.1(a)(iii) of the
                           Company's Second Amended and Restated Registration
                           Rights Agreement, dated as of January 28, 2003, by
                           and among the Company and the investors named
                           therein.

5.       Loss or Destruction of Warrant.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, of such bond or indemnification as the Company
may reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor.

6.       Ownership of Warrant.

         The Company may deem and treat the Person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer in accordance with
Section 3.1.

7.       Certain Adjustments

                                        6

<PAGE>

             7.1    The number of Warrant Shares purchasable upon the exercise
                    of this Warrant and the Exercise Price shall be subject to
                    adjustment as follows:

                    (a)    Stock Dividends. If at any time after the date of the
                           issuance of this Warrant (i) the Company shall fix a
                           record date for the issuance of any stock dividend
                           payable in shares of Common Stock; or (ii) the number
                           of shares of Common Stock shall have been increased
                           by a subdivision or split-up of shares of Common
                           Stock, then, on the record date fixed for the
                           determination of holders of Common Stock entitled to
                           receive such dividend or immediately after the
                           effective date of such subdivision or split-up, as
                           the case may be, the number of shares to be delivered
                           upon exercise of this Warrant will be increased so
                           that the Warrantholder will be entitled to receive
                           the number of shares of Common Stock that the
                           Warrantholder would have owned immediately following
                           such action had this Warrant been exercised
                           immediately prior thereto, and the Exercise Price
                           will be adjusted as provided below in paragraph (g).

                    (b)    Combination of Stock. If the number of shares of
                           Common Stock outstanding at any time after the date
                           of the issuance of this Warrant shall have been
                           decreased by a combination of the outstanding shares
                           of Common Stock, then, immediately after the
                           effective date of such combination, the number of
                           shares of Common Stock to be delivered upon exercise
                           of this Warrant will be decreased so that the
                           Warrantholder thereafter will be entitled to receive
                           the number of shares of Common Stock that the
                           Warrantholder would have owned immediately following
                           such action had this Warrant been exercised
                           immediately prior thereto, and the Exercise Price
                           will be adjusted as provided below in paragraph (g).

                    (c)    Reorganization, etc. If any capital reorganization of
                           the Company, any reclassification of the Common
                           Stock, any consolidation of the Company with or
                           merger of the Company with or into any other Person,
                           or any sale or lease or other transfer of all or
                           substantially all of the assets of the Company to any
                           other Person, shall be effected in such a way that
                           the holders of Common Stock shall be entitled to
                           receive stock, other securities, cash or assets
                           (whether such stock, other securities, cash or assets
                           are issued or distributed by the Company or another
                           Person) with respect to or in exchange for Common
                           Stock, then, upon exercise of this Warrant, the
                           Warrantholder shall have the right to receive the
                           kind and amount of stock,

                                        7

<PAGE>

                           other securities, cash or assets receivable upon such
                           reorganization, reclassification, consolidation,
                           merger or sale, lease or other transfer by a holder
                           of the number of shares of Common Stock that the
                           Warrantholder would have been entitled to receive
                           upon exercise of this Warrant had this Warrant been
                           exercised immediately before such reorganization,
                           reclassification, consolidation, merger or sale,
                           lease or other transfer, subject to adjustments that
                           shall be as nearly equivalent as may be practicable
                           to the adjustments provided for in this Section 7. If
                           the Company effects any such consolidation, merger or
                           sale, lease or other transfer, the Company shall
                           ensure that prior to, or simultaneously with, the
                           consummation thereof, the successor Person (if other
                           than the Company) resulting from such consolidation
                           or merger, or such Person purchasing, leasing or
                           otherwise acquiring such assets, shall assume, by
                           written instrument, the obligation to deliver to the
                           Warrantholder the shares of stock, securities or
                           assets to which, in accordance with the foregoing
                           provisions, the Warrantholder may be entitled and all
                           other obligations of the Company under this Warrant.
                           The provisions of this paragraph (c) shall apply to
                           successive reorganizations, reclassifications,
                           consolidations, mergers, sales, leasing transactions
                           and other transfers.


                    (d)    Distributions to all holders of Common Stock. If the
                           Company shall, at any time after the date of issuance
                           of this Warrant, fix a record date to distribute to
                           all holders of its Common Stock any shares of capital
                           stock of the Company (other than Common Stock) or
                           evidences of its indebtedness or cash or other assets
                           or rights or warrants to subscribe for or purchase
                           any of its securities, then the Warrantholder shall
                           be entitled to receive, upon exercise of this
                           Warrant, that portion of such distribution to which
                           it would have been entitled had the Warrantholder
                           exercised its Warrant immediately prior to the date
                           of such distribution. At the time it fixes the record
                           date for such distribution, the Company shall
                           allocate sufficient reserves to ensure the timely and
                           full performance of the provisions of this
                           Subsection. The Company shall promptly (but in any
                           case no later than five Business Days prior to the
                           record date of such distribution) give notice to the
                           Warrantholder that such distribution will take place.

                    (e)    Fractional Shares. No fractional shares of Common
                           Stock or scrip shall be issued to the Warrantholder
                           in connection with the exercise of this Warrant.
                           Instead of any fractional shares of

                                        8

<PAGE>

                           Common Stock that would otherwise be issuable to the
                           Warrantholder, the Company will pay to the
                           Warrantholder a cash adjustment in respect of such
                           fractional interest in an amount equal to that
                           fractional interest of the then current Fair Market
                           Value per share of Common Stock.

                    (f)    Carryover. Notwithstanding any other provision of
                           this Section 7, no adjustment shall be made to the
                           number of shares of Common Stock to be delivered to
                           the Warrantholder (or to the Exercise Price) if such
                           adjustment represents less than 0.10% of the number
                           of shares to be so delivered, but any lesser
                           adjustment shall be carried forward and shall be made
                           at the time and together with the next subsequent
                           adjustment which together with any adjustments so
                           carried forward shall amount to 0.10% or more of the
                           number of shares to be so delivered.

                    (g)    Exercise Price Adjustment. Whenever the number of
                           Warrant Shares purchasable upon the exercise of this
                           Warrant is adjusted, as herein provided, the Exercise
                           Price payable upon the exercise of this Warrant shall
                           be adjusted by multiplying such Exercise Price
                           immediately prior to such adjustment by a fraction,
                           of which the numerator shall be the number of Warrant
                           Shares purchasable upon the exercise of the Warrant
                           immediately prior to such adjustment, and of which
                           the denominator shall be the number of Warrant Shares
                           purchasable immediately thereafter.

                    (h)    Certain Events. If any event occurs of the type
                           contemplated by the provisions of this Section 7.1
                           but not expressly provided for by such provisions,
                           then the Board of Directors of the Company shall in
                           good faith make an appropriate adjustment in the
                           Exercise Price so as to protect the rights of the
                           Warrantholder under this Warrant.

             7.2    Rights Offering. In the event the Company shall effect an
                    offering of Common Stock pro rata among its stockholders,
                    the Warrantholder shall be entitled to elect to participate
                    in each and every such offering as if this Warrant had been
                    exercised immediately prior to each such offering. The
                    Company shall promptly (but in any case no later than five
                    Business Days prior to such rights offering) give notice to
                    the Warrantholder that such rights offering will take place.
                    The Company shall not be required to make any adjustment
                    with respect to the issuance of shares of Common Stock
                    pursuant to a rights offering in which the holder hereof
                    elects to participate under the provisions of this Section
                    7.2.

                                        9

<PAGE>

             7.3    Notice of Adjustments. Whenever the number of Warrant Shares
                    or the Exercise Price of such Warrant Shares is adjusted, as
                    herein provided, the Company at its expense shall promptly
                    give to the Warrantholder notice of such adjustment or
                    adjustments and a certificate of the independent public
                    accountants regularly employed by the Company or a firm of
                    independent public accountants of recognized national
                    standing selected by the Board of Directors of the Company
                    (which shall be appointed at the Company's expense) setting
                    forth the number of Warrant Shares and the Exercise Price of
                    such Warrant Shares after such adjustment, a brief statement
                    of the facts requiring such adjustment, and the computation
                    by which such adjustment was made.

             7.4    Notice of Extraordinary Corporate Events. In case the
                    Company after the date hereof shall propose to (i)
                    distribute any dividend (whether stock or cash or otherwise)
                    to the holders of shares of Common Stock or to make any
                    other distribution to the holders of shares of Common Stock,
                    (ii) offer to the holders of shares of Common Stock rights
                    to subscribe for or purchase any additional shares of any
                    class of stock or any other rights or options, or (iii)
                    effect any reclassification of the Common Stock (other than
                    a reclassification involving merely the subdivision or
                    combination of outstanding shares of Common Stock), any
                    capital reorganization, any consolidation or merger (other
                    than a merger in which no distribution of securities or
                    other property is to be made to holders of shares of Common
                    Stock), any sale or lease or transfer or other disposition
                    of all or substantially all of its property, assets and
                    business, or the liquidation, dissolution or winding up of
                    the Company, then, in each such case, the Company shall give
                    to the Warrantholder notice of such proposed action, which
                    notice shall specify the date on which (a) the books of the
                    Company shall close, or (b) a record shall be taken for
                    determining the holders of Common Stock entitled to receive
                    such stock dividends or other distribution or such rights or
                    options, or (c) such reclassification, reorganization,
                    consolidation, merger, sale, transfer, other disposition,
                    liquidation, dissolution or winding up shall take place or
                    commence, as the case may be, and the date, if any, as of
                    which it is expected that holders of record of Common Stock
                    shall be entitled to receive securities or other property
                    deliverable upon such action. Such notice shall be given in
                    the case of any action covered by clause (i) or (ii) above
                    at least ten days prior to the record date for determining
                    holders of Common Stock for purposes of receiving such
                    payment or offer, or in the case of any action covered by
                    clause (iii) above at least 30 days prior to the date upon
                    which such action takes place and 20 days

                                       10

<PAGE>

                    prior to any record date to determine holders of Common
                    Stock entitled to receive such securities or other property.

             7.5    Effect of Failure to Notify. Failure to file any certificate
                    or notice or to give any notice, or any defect in any
                    certificate or notice pursuant to Sections 7.3 and 7.4 shall
                    not affect the legality or validity of the adjustment to the
                    Exercise Price, the number of shares purchasable upon
                    exercise of this Warrant, or any transaction giving rise
                    thereto.

8.       Reports Under Securities Exchange Act of 1934. With a view to making
         available to the Warrantholder the benefits of Rule 144 promulgated
         under the Securities Act or any other similar rule or regulation of the
         SEC that may at any time permit the Warrantholder to sell securities of
         the Company to the public without registration ("Rule 144"), the
         Company agrees, at all times when the Warrantholder may need to rely on
         Rule 144 to sell such securities to the public without registration,
         to:

                    (a)    make and keep public information available, as those
                           terms are understood and defined in Rule 144, at all
                           times;

                    (b)    file with the SEC in a timely manner all reports and
                           other documents required of the Company under the
                           Securities Act and the Exchange Act; and

                    (c)    furnish to the Warrantholder so long as the
                           Warrantholder owns this Warrant, promptly upon
                           request, (i) a written statement by the Company that
                           it has complied with the reporting requirements of
                           Rule 144 (at any time after 90 days after the
                           effective date of the first registration statement
                           filed by the Company), the Securities Act and the
                           Exchange Act (at any time after it has become subject
                           to such reporting requirements), (ii) a copy of the
                           most recent annual or quarterly report of the Company
                           and such other reports and documents so filed by the
                           Company, and (iii) such other information as may be
                           reasonably requested to permit the Warrantholder to
                           sell such securities without registration.

9.       Amendments. Any provision of this Warrant may be amended and the
         observance thereof may be waived (either generally or in a particular
         instance and either retroactively or prospectively), only with the
         written consent or approval of the Company and the Warrantholder. Any
         amendment or waiver effected in accordance with this Section shall be
         binding upon the Warrantholder and the Company.

                                       11

<PAGE>

10.      Expiration of the Warrant. The obligations of the Company pursuant to
         this Warrant shall terminate on the Expiration Date.

11.      Definitions.

          As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:

          Affiliate: with respect to any Person, any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with, such specified Person, for so long as such Person
remains so associated to the specified Person.

          Business Day: any day other than a Saturday, Sunday or a day on which
banks are required or authorized by law to close in The City of New York, State
of New York.

          Bylaws: the bylaws of the Company, as the same may be amended and in
effect from time to time.

          Certificate of Incorporation: the Restated Certificate of
Incorporation of the Company, as the same may be amended and in effect from time
to time.

          Common Stock: the meaning specified on the cover of this Warrant.

          Company: the meaning specified on the cover of this Warrant.

          Contractual Obligation: as to any Person, any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument to which such
Person is a party or by which it or any of its property is bound.

          Exchange Act: the Securities Exchange Act of 1934, as amended, or any
similar Federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time. Reference to a particular
section of the Exchange Act shall include a reference to a comparable section,
if any, of any such similar Federal statute.

          Exercise Form: a request to exercise this Warrant in respect of some
or all of the Warrant Shares in the form annexed hereto as Exhibit A.

          Exercise Price: the meaning specified in Section 1 of this Warrant.

          Expiration Date: the fifth anniversary of the Effective Date.

          Fair Market Value: With respect to a share of Common Stock as of a
particular date:

                                       12

<PAGE>

          (i)       if the Common Stock is registered under the Exchange Act,
                    (a) the average of the daily closing sales prices of the
                    Common Stock for the 10 consecutive trading days immediately
                    preceding such date, or (b) if the securities have been
                    registered under the Exchange Act for less than 10
                    consecutive trading days before such date, then the average
                    of the daily closing sales prices for all of trading days
                    before such date for which closing sales prices are
                    available, in the case of each of (a) and (b), as certified
                    by any Vice President or the Chief Financial Officer of the
                    Company; or

          (ii)      If the Common Stock is not registered under the Exchange
                    Act, then the Fair Market Value shall be as reasonably
                    determined in good faith by the Board of Directors of the
                    Company or a duly appointed committee thereof (which
                    determination shall be reasonably described in the written
                    notice given to the Warrantholder); provided, however, that
                    if the Warrantholder reasonably objects to such
                    determination of Fair Market Value by the Board of Directors
                    or a duly appointed committee thereof, then such
                    determination shall at the Company's expense be referred to
                    an unaffiliated investment banking firm of national
                    reputation whose determination shall be final and binding
                    upon the parties.

          For the purposes of clause (i) of this definition, the closing sales
price for each such trading day shall be: (1) in the case of a security listed
or admitted to trading on any United States national securities exchange or
quotation system, the closing sales price, regular way, on such day, or if no
sale takes place on such day, the average of the closing bid and asked prices on
such day; (2) in the case of a security not then listed or admitted to trading
on any national securities exchange or quotation system, the last reported sale
price on such day, or if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reputable quotation
source designated by the Company; (3) in the case of a security not then listed
or admitted to trading on any national securities exchange or quotation system
and as to which no such reported sale price or bid and asked prices are
available, the average of the reported high bid and low asked prices on such
day, as reported by a reputable quotation service, or a newspaper of general
circulation in the Borough of Manhattan, City and State of New York, customarily
published on each Business Day, designated by the Company, or if there shall be
no bid and asked prices on such day, the average of the high bid and low asked
prices, as so reported, on the most recent day (not more than 30 days prior to
the date in question) for which prices have been so reported; and (4) if there
are no bid and asked prices reported during the 30 days prior to the date in
question, the Fair Market Value shall be determined as if the securities were
not registered under the Exchange Act.

          FCC:  the Federal Communications Commission.

                                       13

<PAGE>

          Governmental Authority: the government of any nation, state, city,
locality or other political subdivision of any thereof, and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government or any international regulatory body
having or asserting jurisdiction over a Person, its business or its properties.

          Lien: any mortgage, deed of trust, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other), restriction or other security interest
of any kind or nature whatsoever.

          Person: any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, Governmental Authority or other entity of any
kind.

          Requirement of Law: as to any Person, any law, treaty, rule,
regulation, qualification, license or franchise or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
or binding upon such Person or any of its property or to which such Person or
any of its property is subject or pertaining to any or all of the transactions
contemplated hereby.

          Rule 144: the meaning specified in Section 8 of this Warrant.

          SEC: the Securities and Exchange Commission or any other Federal
agency at the time administering the Securities Act or the Exchange Act,
whichever is the relevant statute for the particular purpose.

          Securities Act: the meaning specified on the cover of this Warrant, or
any similar Federal statute, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Act, shall include a reference to the
comparable section, if any, of any such similar Federal statute.

          Warrant Shares: the meaning specified on the cover of this Warrant.

          Warrantholder: R. Steven Hicks (for so long as Mr. Hicks holds any
interest in the Warrant) and his registered assigns.

12.      No Impairment. The Company shall not by any action, including, without
         limitation, amending its Certificate of Incorporation or through any
         reorganization, transfer of assets, consolidation, merger, dissolution,
         issue or sale of securities or any other voluntary action, avoid or
         seek to avoid the observance or performance of any of the terms of this
         Warrant, but will at all time in good faith assist in the carrying out
         of all such terms and in the taking of all such reasonable actions as
         may be necessary or appropriate to protect the rights of the
         Warrantholder against impairment. Without limiting the generality of
         the foregoing, the Company shall (a) take all such actions as may

                                       14

<PAGE>

         be necessary or appropriate in order that the Company may validly and
         legally issue fully paid and nonassesable shares of Common Stock upon
         the exercise of this Warrant, and (b) provide reasonable assistance to
         the Warrantholder in obtaining all authorizations, exemptions or
         consents from any Governmental Authority which may be necessary in
         connection with the exercise of this Warrant.

13.      Miscellaneous.

             13.1   Entire Agreement. This Warrant constitutes the entire
                    agreement between the Company and the Warrantholder with
                    respect to the Warrant.

             13.2   Binding Effects; Benefits. This Warrant shall inure to the
                    benefit of and shall be binding upon the Company and the
                    Warrantholder and their respective heirs, legal
                    representatives, permitted successors and permitted assigns.
                    Nothing in this Warrant, expressed or implied, is intended
                    to or shall confer on any Person other than the Company and
                    the Warrantholder, or their respective heirs, legal
                    representatives, permitted successors or permitted assigns,
                    any rights, remedies, obligations or liabilities under or by
                    reason of this Warrant.

             13.3   Section and Other Headings. The section and other headings
                    contained in this Warrant are for reference purposes only
                    and shall not be deemed to be a part of this Warrant or to
                    affect the meaning or interpretation of this Warrant.

             13.4   Pronouns. All pronouns and any variations thereof refer to
                    the masculine, feminine or neuter, singular or plural, as
                    the context may require.

             13.5   Further Assurances. Each of the Company and the
                    Warrantholder shall do and perform all such further acts and
                    things and execute and deliver all such other certificates,
                    instruments and documents as the Company or the
                    Warrantholder may, at any time and from time to time,
                    reasonably request in connection with the performance of any
                    of the provisions of this Warrant.

             13.6   Notices. All notices and other communications required or
                    permitted to be given under this Warrant shall be in writing
                    and shall be deemed to have been duly given if (i) delivered
                    personally or (ii) sent by facsimile on a Business Day with
                    receipt confirmed or recognized overnight courier or by
                    United States first class certified mail, postage prepaid,
                    to the parties hereto at the following addresses or to

                                       15

<PAGE>

                    such other address as any party hereto shall hereafter
                    specify by notice to the other party hereto:

                    if to the Company, addressed to:

                    XM Satellite Radio Holdings Inc.
                    1500 Eckington Place, N.E.
                    Washington, D.C. 20002
                    Attention: Chief Financial Officer

                                       16

<PAGE>


                    if to the Warrantholder, addressed to:

                    R. Steven Hicks
                    One American Center
                    Suite 1400
                    600 Congress Avenue
                    Austin, Texas 78701

                    Except as otherwise provided herein, all such notices and
                    communications shall be deemed to have been received (a) on
                    the date of delivery thereof, if delivered personally or
                    sent by facsimile, (b) on the second Business Day following
                    delivery into the custody of an overnight courier service,
                    if sent by overnight courier, provided that such delivery is
                    made before such courier's deadline for next-day delivery,
                    or (c) on the third Business Day after the mailing thereof.

             13.7   Separability. Any term or provision of this Warrant which is
                    invalid or unenforceable in any jurisdiction shall, as to
                    such jurisdiction, be ineffective to the extent of such
                    invalidity or unenforceability without rendering invalid or
                    unenforceable the terms and provisions of this Warrant or
                    affecting the validity or enforceability of any of the terms
                    or provisions of this Warrant in any other jurisdiction.

             13.8   Governing Law. This Warrant shall be deemed to be a contract
                    made under the laws of New York and for all purposes shall
                    be governed by and construed in accordance with the laws of
                    such State applicable to such agreements made and to be
                    performed entirely within such State, except that all
                    matters relating to issuances of stock shall be governed by
                    Delaware General Corporation Law.

             13.9   No Rights or Liabilities as Stockholder. Nothing contained
                    in this Warrant shall be deemed to confer upon the
                    Warrantholder any rights as a stockholder of the Company or
                    as imposing any liabilities on the Warrantholder to purchase
                    any securities whether such liabilities are asserted by the
                    Company or by creditors or stockholders of the Company or
                    otherwise.

             13.10  Representations of the Company. The Company hereby
                    represents and warrants, as of the date hereof, to the
                    Warrantholder as follows:

                    (a)    Corporate Existence and Power. The Company (i) is a
                           corporation duly incorporated, validly existing and
                           in good standing under the laws of the State of
                           Delaware; (ii) has all requisite corporate power and
                           authority to own and operate its property, to lease
                           the property it operates as lessee and to

                                       17

<PAGE>

                           conduct the business in which it is engaged; and
                           (iii) has the corporate power and authority to
                           execute, deliver and perform its obligations under
                           this Warrant. The Company is duly qualified to do
                           business as a foreign corporation in, and is in good
                           standing under the laws of, each jurisdiction in
                           which the conduct of its business or the nature of
                           the property owned requires such qualification,
                           except where the failure to qualify would not,
                           individually or in the aggregate, result in a
                           material adverse effect on the business, operations,
                           affairs, assets, liabilities, financial condition or
                           properties of the Company and its subsidiaries, taken
                           as a whole.

                    (b)    Corporate Authorization; No Contravention. Subject to
                           receipt of the approval of the Company's stockholders
                           of the proposed amendment to the Company's
                           certificate of incorporation, as discussed in Section
                           4(b) hereof, and the subsequent reservation for
                           issuance of the Warrant Shares, the execution,
                           delivery and performance by the Company of this
                           Warrant and the transactions contemplated hereby,
                           including, without limitation, the sale, issuance and
                           delivery of the Warrant Shares, (i) have been duly
                           authorized by all necessary corporate action of the
                           Company; (ii) do not contravene the terms of the
                           Certificate of Incorporation or Bylaws; and (iii) do
                           not violate, conflict with or result in any breach or
                           contravention of, or the creation of any Lien under,
                           any Contractual Obligation of the Company or any
                           Requirement of Law applicable to the Company. No
                           event has occurred and no condition exists which,
                           upon notice or the passage of time (or both), would
                           constitute a default under any indenture, mortgage,
                           deed of trust, credit agreement, note or other
                           evidence of indebtedness or other material agreement
                           of the Company or the Certificate of Incorporation or
                           Bylaws.

                    (c)    Issuance of Warrant Shares. Subject to receipt of the
                           approval of the Company's stockholders of the
                           proposed amendment to the Company's certificate of
                           incorporation, as discussed in Section 4(b) hereof,
                           and the subsequent reservation for issuance of the
                           Warrant Shares, the Warrant Shares will be duly
                           authorized and reserved for issuance. When issued,
                           such shares will be validly issued, fully paid and
                           non-assessable, and free and clear of all Liens and
                           preemptive rights, and the holders thereof shall be
                           entitled to all rights and preferences accorded to a
                           holder of Common Stock.

                    (d)    Binding Effect. This Warrant has been duly executed
                           and delivered by the Company and constitutes the
                           legal, valid and

                                       18

<PAGE>

                           binding obligation of the Company enforceable against
                           the Company in accordance with its terms, except as
                           enforceability may be limited by applicable
                           bankruptcy, insolvency, fraudulent conveyance or
                           transfer, moratorium or other similar laws affecting
                           the enforcement of creditors' rights generally and by
                           general principles of equity.

                                       19

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                       XM SATELLITE RADIO HOLDINGS INC.

                                       By: Hugh Panero


                                             /s/ Hugh Panero
                                           ------------------------------------
                                           Hugh Panero
                                           President and Chief Executive Officer


Dated: December 21, 2002


Attest:

By: Joseph M. Titlebaum


      /s/ Joseph M. Titlebaum
    -------------------------------
    Joseph M. Titlebaum
    Senior Vice President, General
      Counsel and Secretary


                                       20

<PAGE>

                                    Exhibit A

                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase __________ shares of Common Stock and
herewith tenders payment for such Common Stock to the order of XM Satellite
Radio Holdings Inc. in the amount of $__________, which amount includes payment
of the par value for the Common Stock, in accordance with the terms of this
Warrant. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of __________________ and that such certificates
be delivered to __________________ whose address is ___________________________.


Dated:______________

                                       Signature
                                                ------------------------------

                                                ------------------------------
                                                (Print Name)

                                                ------------------------------
                                                (Street Address)

                                                ------------------------------
                                                (City)  (State) (Zip Code)


Signed in the Presence of:


--------------------------

                                       21

<PAGE>

                                    Exhibit B

                               CERTIFICATION FORM

The undersigned hereby certifies to XM Satellite Radio Holdings Inc. that he,
she or it is:

         a.  an "accredited investor" as that term is defined in Regulation D
             promulgated pursuant to the Securities Act or any successor
             regulation, as such provisions may be in effect on the date hereof,
             and is an "accredited investor" pursuant to Rule 501 of such
             provision; and

         b.  is knowledgeable, sophisticated and experienced in business and
             financial matters and in securities similar to the Common Stock; is
             aware of the limitation on the transfer of the Common Stock; is
             aware of the limitation on the transfer of the Common Stock imposed
             by applicable securities laws and any limitations on transfer
             imposed by contracts with the Company or others; and has had access
             to, or been furnished with, all information about the Common Stock
             and the Company deemed necessary to conclude that he, she or it has
             the ability to bear the economic risk of the investment in the
             Common Stock and to afford the complete loss of such investment.

         IN WITNESS WHEROF, the undersigned has executed this CERTIFICATION this
___ day of ____________, ____.

                                       Signature
                                                ------------------------------

                                                ------------------------------
                                                (Print Name)

                                                ------------------------------
                                                (Street Address)

                                                ------------------------------
                                                (City) (State) (Zip Code)


Signed in the Presence of:


--------------------------

                                       22

<PAGE>

                                    Exhibit C

                           FORM OF NET ISSUE ELECTION

            (To be signed only on net issue exercise of the Warrant)

         The undersigned, the holder of this Warrant, hereby irrevocably elects
to exercise this Warrant with respect to _______ shares of Common Stock of XM
Satellite Radio Holdings, Inc., pursuant to the net issuance provisions set
forth in Section 2.6 of this Warrant, and requests that the certificates for the
number of shares of Common Stock issuable pursuant to said Section 2.6 after
application of the net issuance formula to such ____ shares be issues in the
name of, and delivered to ____________, federal taxpayer identification number
______________, whose address is ______________________________.


Dated:______________

                                       Signature
                                                ------------------------------

                                                ------------------------------
                                                (Print Name)

                                                ------------------------------
                                                (Street Address)

                                                ------------------------------
                                                (City) (State) (Zip Code)


Signed in the Presence of:


--------------------------

                                       23