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                                                                   Exhibit 10.34


Loan No. 950114179

                      LIMITED RECOURSE OBLIGATIONS GUARANTY

         THIS LIMITED RECOURSE OBLIGATIONS GUARANTY (the "GUARANTY") is made as
of August 24, 2001, by XM SATELLITE RADIO HOLDINGS INC., a Delaware corporation
("GUARANTOR"), in favor of FREMONT INVESTMENT & LOAN, an industrial loan
association ("LENDER"). All initially-capitalized terms used herein without
definition shall have the meanings given such terms in that certain Loan and
Security Agreement of even date herewith between Lender XM 1500 Eckington LLC, a
Delaware limited liability company ("BORROWER") (the "LOAN AGREEMENT").

         1.    GUARANTEED OBLIGATIONS.

         In order to induce Lender to loan to Borrower, the sum of Twenty-Nine
Million Dollars ($29,000,000) (the "LOAN"), to be evidenced by that certain
Secured Promissory Note of even date herewith, executed by Borrower and payable
to the order of Lender (the "NOTE"), Guarantor hereby unconditionally and
irrevocably guarantees to Lender and to its successors, endorsees and/or assigns
the full and prompt payment when due, of all losses, costs, expenses, damages,
claims and/or liabilities arising from any of the following:

               (a)  Any negligent or grossly negligent tortious conduct or
material misrepresentation by Borrower or any of the Principals in connection
with the Loan, any of the Loan Documents or any of the collateral covered by the
Deed of Trust and the other Loan Documents (the "COLLATERAL") (provided that for
purposes of this Section 1(a), a representation shall not be a material
misrepresentation as long as (i) it is true as of the Closing Date, and (ii) it
ceases to be true after the Closing Date as a result of a circumstance or
condition beyond the reasonable control of Borrower or any of its Principals);

               (b)  Any waste to any part of the Collateral, except to the
extent such waste is due solely to the unavailability of Property Income (as
hereafter defined) from the Project after the application of such Property
Income to the performance of Borrower's obligations under the Loan Documents;

               (c)  Any failure to deliver to Lender any Casualty Proceeds
(as defined in the Deed of Trust) covering any portion of the Collateral or any
Condemnation Proceeds (as defined in the Deed of Trust) as to any portion of the
Collateral in accordance with the provisions of the Loan Documents or any
failure by Borrower to apply any such proceeds released by Lender to Borrower in
accordance with the terms of the Loan Documents;

               (d)  Intentionally Omitted;

               (e)  Any failure to deliver to Lender any Rents (as defined
in the Assignment of Rents), security deposits or other such amounts relating to
the Collateral in accordance with the provisions of the Loan Documents after
Borrower is notified by Lender in writing that an Event of Default has occurred
under the terms and conditions of any of the Loan Documents and Lender has
revoked Borrower's license to collect the Rents in writing in accordance with
the Loan Documents;

               (f)  Any failure to procure or maintain policies of insurance
as required by the Loan Documents;

               (g)  Borrower's environmental obligations under the Loan
Documents and the obligations of Borrower and any other signatory under the
Environmental Indemnity;


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               (h)  Amounts necessary to pay Impositions (as defined in the
Deed of Trust), to the extent not previously deposited with Lender pursuant to
SECTION 1.4 of the Deed of Trust, either paid by Lender and not reimbursed by
Borrower prior to, or remaining due or delinquent on, (a) the later of the date
on which title to the Collateral vests in the purchaser at a foreclosure sale
under the Deed of Trust or the date on which Borrower's statutory right of
redemption expires, or (b) the date on which the Collateral is transferred to
Lender by a deed in lieu or in aid of foreclosure of the Deed of Trust, except
to the extent such Impositions are unpaid solely as a result of the
unavailability of Property Income from the Project after the application of such
Property Income to the performance of Borrower's obligations under the Loan
Documents;

               (i)  Subject to SECTIONS 1(b) and 1(h) above, amounts
necessary to pay any Liens against the Project or any interest therein which
have priority over the lien of the Deed of Trust and which are not expressly
permitted by the terms of the Loan Documents; and

               (j)  Any modification, amendment, termination or modification
of any Major Lease which is not entered into in accordance with the terms of the
Loan Documents.

               (k)  "Property Income" means, to the extent actually received
by or on behalf of Borrower or any Related Party after an Event of Default, any
and all: (i) sums payable to or on behalf of Borrower under any lease, including
rent, additional rent, escalations, and any and all other payments and charges
of any kind; (ii) other issues, profits, royalties, revenues, income, and other
benefits of the Project; (iii) damages or claims of Borrower against lessees or
others on account of or with respect to the foregoing; and (iv) sums paid in
settlement of any of the foregoing.

         2.    Notwithstanding anything to the contrary contained herein,
Guarantor hereby, unconditionally and irrevocably, guarantees to Lender and to
its successors, endorsees and/or assigns the full and prompt payment when due,
by acceleration or otherwise, of all obligations of Borrower now or hereafter
existing under the Loan Agreement, the Note and the other Loan Documents,
whether for principal, interest (including, but not limited to, interest at the
Default Interest Rate (as defined in the Note)), fees, expenses or otherwise, in
the event of:

               (a)  Any fraud, intentional tortious conduct or intentional
material misrepresentation by Borrower or any of the Principals in connection
with the Loan, any of the Loan Documents or any of the Collateral; or

               (b)  Any "transfer" (as defined in SECTION 1.10 of the Deed
of Trust) in violation of the provisions of SECTION 1.10 of the Deed of Trust
other than mechanics' liens being contested by Borrower in accordance with the
Loan Documents.

         3.    Notwithstanding anything to the contrary contained herein, if
Borrower has distributed any or all of its assets, directly or indirectly, to
its members or other owners during the existence of an Event of Default or a
monetary Potential Default or a material non-monetary Potential Default of which
Borrower has received written notice under the Loan Documents, then Guarantor
shall be fully and personally liable for a portion of the Loan and the other
amounts owing to Lender under the Loan Documents in an amount equal to the
amount of such distributions by Borrower. As used herein, the distribution of
assets shall include, without limitation, the repayment of any loans made to
Borrower by Guarantor or any interest or other charges payable in connection
therewith, the return of capital contributions, distributions upon the
termination, liquidation or dissolution of Borrower and the payment of fees,
including management, leasing, brokerage and other fees, to the extent such fees
exceed the amounts payable in arms' length transactions with third parties.


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The obligations guaranteed pursuant to SECTIONS 1, 2, and 3 are hereinafter
collectively referred to as the "GUARANTEED OBLIGATIONS."

         4.    CONTINUING LIABILITY.

               Guarantor agrees as follows:

               (a)  Guarantor shall continue to be liable under this Guaranty
and the provisions hereof shall remain in full force and effect notwithstanding:
(i) any modification, agreement or stipulation between Borrower and Lender, or
their respective successors and assigns, with respect to the Loan Agreement or
any of the other Loan Documents or the obligations encompassed there by;
(ii) Lender's waiver of or failure to enforce any of the terms, covenants or
conditions contained in the Loan Documents or in any modification thereof;
(iii) any release of Borrower or any other guarantor from any liability with
respect to the Guaranteed Obligations or any portion thereof; (iv) any release
or subordination of any real or personal property then held by Lender as
security for the performance of the Guaranteed Obligations or any portion
thereof; or (v) Lender's enforcement of or failure to enforce any other
guaranty of all or any portion of the Guaranteed Obligations.

               (b)  Guarantor's liability under this Guaranty shall continue
until the earlier to occur of: (i) the full and complete satisfaction of the
Guaranteed Obligations; or (ii) the full payment of the principal and all
accrued interest due under the Note and all other amounts payable by Borrower
under the Loan Documents, and shall not be reduced by virtue of any partial
payment by Borrower of any amount due under the Note or under any of the Loan
Documents or by Lender's recourse to any collateral or security.

               (c)  The obligations of Guarantor hereunder shall be in addition
to any obligations of Guarantor under any other guaranties of the Guaranteed
Obligations and/or any obligations of the Borrower or any other persons or
entities heretofore given or hereafter to be given to Lender, and this Guaranty
shall not affect or invalidate any such other guaranties. The liability of
Guarantor to Lender shall at all times be deemed to be the aggregate liability
of Guarantor under the terms of this Guaranty and of any other guaranties
heretofore or hereafter given by Guarantor to Lender.

         5.    REPRESENTATIONS AND WARRANTIES.

               Guarantor hereby represents and warrants as follows:

               (a)  Guarantor is a member and manager of Borrower, and Lender's
agreement to make the Loan to Borrower is of substantial and material benefit to
Guarantor. Guarantor now has and will continue to have full and complete access
to any and all information concerning the transactions contemplated by the Loan
Documents or referred to therein, the value of the assets owned or to be
acquired by Borrower, Borrower's financial status and its ability to perform the
Guaranteed Obligations.

               (b)  Guarantor has reviewed and approved the Loan Documents and
is fully informed of the remedies Lender may pursue, with or without notice to
Borrower, in the event of a default under the Loan Documents.

               (c)  Guarantor has the requisite power and authority to own and
manage its properties, to carry on its business as now being conducted, and to
execute and deliver this Guaranty and to perform its obligations hereunder.
Guarantor is in compliance with all laws, regulations, ordinances and orders of
governmental or public authorities applicable to it.

              (d)   The execution, delivery and performance by Guarantor of
this Guaranty are within the power and capacity of Guarantor, and will not
violate any provision of law, any order of any court or agency of government, or
any indenture, agreement or any other instrument to which Guarantor is a party


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or by which Guarantor or its property is bound, or be in conflict with, result
in a breach of or constitute (with due notice and/or lapse of time) a default
under any such indenture, agreement or other instrument, or result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of its property or assets, except as contemplated by the
provisions of the Loan Documents. This Guaranty, when delivered to Lender, will
constitute a legal, valid and binding obligation enforceable against Guarantor
in accordance with its terms.

               (e)  All financial statements and data that have been given to
Lender by Guarantor are complete and correct in all material respects as of the
date given; accurately present the financial condition of Guarantor on each date
as of which, and the results of Guarantor's operations for the periods for
which, the same have been furnished; and have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods covered thereby. There has been no material adverse change in the
financial condition or operations of Guarantor since the date of the most recent
financial statement given to Lender.

               (f)  Guarantor is not in default under any agreement or
instrument which default materially and adversely affects Guarantor's present or
proposed business, properties or assets, or operations or conditions (whether
financial or otherwise).

               (g)  There is not now pending against or affecting Guarantor, nor
to the knowledge of Guarantor is there threatened, any action, suit or
proceeding at law or in equity or by or before any governmental or
administrative agency that, if adversely determined, would materially and
adversely impair or affect the financial condition or operations of Guarantor.

               (h)  Guarantor has filed all federal, state, county, municipal
and other income tax returns required to have been filed by Guarantor and has
paid all taxes that have become due pursuant to such returns or pursuant to any
assessments received by Guarantor, and Guarantor does not know of any basis for
any material additional assessment against it in respect of such taxes.

         6.    COVENANTS AND AGREEMENTS.

               Guarantor covenants and agrees that, so long as any part of the
Guaranteed Obligations shall remain unsatisfied, Guarantor shall, unless Lender
shall otherwise consent in advance in writing:

               (a)  keep itself fully informed as to all aspects of Borrower's
financial condition and the performance of the Guaranteed Obligations;

               (b)  file all federal, state, county, municipal and other income
tax returns required to be filed by it and pay before the same become delinquent
all taxes that become due pursuant to such returns or pursuant to any
assessments received by it; and

               (c)  maintain full and complete books of account and other
records reflecting the results of its operations in accordance with generally
accepted accounting principals, with respect to non-public companies, in form
reasonably satisfactory to Lender, or in form approved by Lender prior to the
Closing Date, and furnish to Lender such information about the financial
condition of Guarantor as Lender shall reasonably request, including, but not
limited to, financial statements; provided, however, that if Lender shall
request non-public financial information from Guarantor, then Lender shall sign
a confidentiality agreement in form reasonably satisfactory to Lender and
Guarantor before Guarantor shall be required to deliver such non-public
information to Lender.


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         7.    UNCONDITIONAL LIABILITY.

               The liability of Guarantor under this Guaranty is a guaranty of
performance and not of collectibility, and is not conditional or contingent
upon the genuineness, validity, regularity or enforceability of the Loan
Documents or other instruments relating to the creation or performance of the
Guaranteed Obligations or the pursuit by Lender of any remedies which it now has
or may hereafter have with respect thereto under the Loan Documents, at law, in
equity or otherwise.

         8.    WAIVERS.

               (a)  Guarantor here by waives, to the extent permitted by law:
all notices to Guarantor, to Borrower or to any other person, including, but not
limited to, notices of the acceptance of this Guaranty or the creation, renewal,
extension or modification of the Guaranteed Obligations, or of default in the
performance of the Guaranteed Obligations (or any portion thereof) and
enforcement of any right or remedy with respect thereto or notice of any other
matters relating thereto; diligence and demand of performance; any statute of
limitations affecting Guarantor's liability hereunder or the enforcement
thereof; and all principles or provisions of law which conflict with the terms
of this Guaranty. Guarantor further agrees that Lender may enforce this Guaranty
upon the occurrence of an Event of Default under the Note or any of the Loan
Documents (as "Event of Default" is defined therein), notwithstanding the
existence of any dispute between Borrower and Lender with respect to the
existence of the Event of Default or performance of the Guaranteed Obligations
(or any portion thereof) or any counterclaim, set-off or other claim which
Borrower may allege against Lender with respect thereto. Moreover, Guarantor
agrees that to the full extent allowed by law its obligations shall not be
affected by any circumstances which constitute a legal or equitable discharge of
a guarantor or surety.

               (b)  Guarantor further agrees that nothing contained herein shall
prevent Lender from suing on the Note or from exercising any rights available to
it thereunder or under any of the Loan Documents, and that the exercise of any
of the aforesaid rights shall not constitute a legal or equitable discharge of
Guarantor. Guarantor understands that the exercise by Lender of certain rights
and remedies contained in the Loan Documents may affect or eliminate Guarantor's
right of subrogation against Borrower and that Guarantor may therefore incur a
partially or totally non-reimbursable liability hereunder; nevertheless,
Guarantor hereby authorizes and empowers Lender to exercise, in its sole
discretion, any right and remedies, or any combination thereof, which may then
be available, since it is the intent and purpose of Guarantor that the
obligations hereunder shall be absolute, independent and unconditional under any
and all circumstances. Notwithstanding any foreclosure of the lien of any deed
of trust or security agreement with respect to any or all of any real or
personal property secured thereby, whether by the exercise of the power of sale
contained therein, by an action for judicial foreclosure or by an acceptance of
a deed in lieu of foreclosure, and notwithstanding any enforcement of any other
guaranty, Guarantor shall remain bound under this Guaranty.

               (c)  Guarantor agrees that it shall have no right of subrogation
against Borrower or against any collateral or security provided for in the Loan
Documents. Guarantor further agrees that to the extent the waiver of its rights
of subrogation as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation Guarantor may
have against Borrower or against such collateral or security shall be junior and
subordinate to any rights Lender may have against Borrower and to all right,
title and interest Lender may have in such collateral or security. Lender may
use, sell or dispose of any item of collateral or security as it sees fit
without regard to any subrogation rights that Guarantor may have, and upon any
disposition or sale, any rights of subrogation Guarantor may have shall
terminate with respect to such item.

               (d)  Guarantor's sole right with respect to any foreclosure of
real or personal property collateral shall be to bid at such sale in accordance
with applicable law. Guarantor acknowledges and


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agrees that Lender may also bid at any such sale and in the event such
collateral is sold to Lender in whole or partial satisfaction of the obligations
owed to Lender, Guarantor shall have no further right or interest with respect
thereto. Notwithstanding anything to the contrary here in, no provision of this
Guaranty shall be deemed to limit, decrease, or in any way to diminish any
rights of set-off Lender may have with respect to any cash, cash equivalents,
certificates of deposit, notes or the like which may now or hereafter be put on
deposit with Lender by Borrower or by Guarantor. Upon the occurrence and during
the continuance of any Event of Default under any of the Loan Documents, Lender
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by Lender to or for the credit or the account of
Guarantor against any and all of the obligations of any Guarantor now or
hereafter existing under this Guaranty, irrespective of whether or not Lender
shall have made any demand under this Guaranty and although such obligations may
be contingent and unmatured. Lender agrees promptly to notify Guarantor after
any set-off and application, provided that the failure to give such notice shall
not affect the validity of such set-off and application or this Guaranty. The
rights of Lender under this SECTION 8(d) are in addition to other rights and
remedies (including, without limitation, other rights to set-off) which Lender
may have.

          9.   DIRECT ENFORCEMENT.

               Guarantor agrees that Lender may enforce this Guaranty without
the necessity of resorting to or exhausting any security or collateral securing
the Guaranteed Obligations, without the necessity of proceeding against any
other guarantor (whether under this Guaranty or any other guaranty), and without
the necessity of proceeding against Borrower. Guarantor hereby waives the right
to require Lender to proceed against Borrower, to foreclose any lien on any real
or personal property securing the Guaranteed Obligations, to exercise any right
or remedy under the Loan Documents, to pursue any other remedy or to enforce
any other right.

          10.  NOT AFFECTED BY BANKRUPTCY.

               Notwithstanding any modification, discharge or extension of the
Guaranteed Obligations or any amendment, modification, stay or cure of Lender's
rights which may occur in any bankruptcy or reorganization case or proceeding
concerning Borrower, whether permanent or temporary, and whether assented to by
Lender, Guarantor hereby agrees that it shall be obligated hereunder to pay and
perform the Guaranteed Obligations and discharge its other obligations in
accordance with the terms of the Guaranteed Obligations and the terms of this
Guaranty in effect on the date hereof. Guarantor understands and acknowledges
that by virtue of this Guaranty, it has specifically assumed any and all risks
of a bankruptcy or reorganization case or proceeding with respect to Borrower.
Without in any way limiting the generality of the foregoing, any subsequent
modification of the Guaranteed Obligations in any reorganization case concerning
Borrower shall not affect the obligation of Guarantor to pay and perform the
Guaranteed Obligations in accordance with their original terms.

          11.  SECURITY INTEREST.

          Guarantor hereby grants Lender a security interest in any personal
property of Borrower in which Guarantor now has or hereafter acquires any right,
title or interest. Guarantor agrees that such security interest shall be
additional security for the obligations hereby guaranteed. Such security
interest shall be superior to any rights of Guarantor in such property or assets
until the Guaranteed Obligations have been fully satisfied and performed.

          12.  WRITTEN WAIVERS BY LENDER REQUIRED.

               No lien or right of setoff shall be deemed to have been waived by
any act or conduct on the part of Lender, or by any neglect to exercise such
right of setoff or to enforce such lien, or by any delay


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in so doing, and every right of setoff and lien shall continue in full force and
effect until such right of setoff or lien is specifically waived or released by
an instrument in writing executed by Lender.

         13.   NOTICES.

               Any notice, or other document or dem and required or permitted
under this Guaranty shall be in writing addressed to the appropriate address set
forth below and shall be deemed delivered upon the earliest of (a) actual
receipt, (b) the next business day after the date when sent by recognized
overnight courier, or (c) the second business day after the date when sent by
registered or certified mail, postage prepaid. Any party may, from time to time,
change the address at which such written notice or other documents or demands
are to be sent, by giving the other party written notice of such change in the
manner hereinabove provided.

               To Guarantor:  XM Satellite Radio Holdings Inc.
                              1500 Eckington Place, NE
                              Washington, DC 20002

               To Lender:     Fremont Investment & Loan
                              175 N. Riverview Drive
                              Anaheim, California 92808
                              Attention: Commercial Real Estate
                              Loan No. 950114179

          14.  SURVIVAL OF REPRESENTATIONS AND CERTAIN AGREEMENTS.

               All agreements, indemnities, representations and warranties made
herein shall survive the execution and delivery of this Guaranty, the making of
the Loan and the execution and delivery of the Note. All representations and
warranties made in this Guaranty shall further survive any and all
investigations and inquiries made by Lender. Notwithstanding anything in this
Guaranty or implied by law to the contrary, any indemnities made by Guarantor
herein shall survive the payment of the Loan, the satisfaction of the Guaranteed
Obligations, and/or the termination of this Guaranty.

          15.  PARTIAL PERFORMANCE.

               Guarantor's performance of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge
Guarantor's liability for that portion of the Guaranteed Obligations which is
not performed. Without in any way limiting the generality of the foregoing, in
the event that Lender is awarded a judgment in any suit brought to enforce
Guarantor's covenant to perform a portion of the Guaranteed Obligations, such
judgment shall in no way be deemed to release Guarantor from its covenant to
perform any portion of the Guaranteed Obligations which is not the subject of
such suit.

          16.  NO THIRD PARTY BENEFICIARIES.

               This Guaranty is solely for the benefit of Lender and its
successors and assigns and is not intended to nor shall it be deemed to be for
the benefit of any third party, including Borrower.

          17.  SEVERABILITY.

               If any term of this Guaranty or the application thereof to any
person or circumstances, shall, to any extent, be invalid or unenforceable, the
remainder of this Guaranty or the application of such term to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each term of this Guaranty shall be valid and
enforceable to the fullest extent.


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          18.  RULES OF CONSTRUCTION.

               Where the identity of the parties to this Guaranty or the
circumstances make it appropriate, the masculine gender includes the feminine
and/or neuter, and the singular number includes the plural. Article and Section
headings in this Guaranty and the other Loan Documents are included for
convenience of reference only and shall not constitute a part of this Guaranty
or such other Loan Documents for any other purpose or be given any substantive
effect. The recitals to this Guaranty and to each of the other Loan Documents
are incorporated herein and therein and made a part hereof and thereof.

          19.  APPLICABLE LAW.

               This Guaranty shall be governed by, and construed and enforced in
accordance with, the laws of the District of Columbia.

          20.  SUCCESSORS AND ASSIGNS.

               This Guaranty shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns. As
used herein, "Lender" (or similar references to the lender) shall include all
holders of the Note, including, without limitation, pledgees of the Note,
whether or not named herein or therein provided that each such Pledgee is a
regulatory agency; provided further that whenever this Guaranty requires the
consent or approval of Lender, the consent or approval of such Pledgee shall not
be required without Guarantor's prior written consent, which consent shall not
unreasonably be withheld. In exercising any rights hereunder or taking any
actions provided for herein, Lender may act through its employees, agents or
independent contractors authorized by Lender. Any married person who signs this
Guaranty hereby expressly agrees that recourse may be had against his or her
separate and community property for all of his or her obligations under this
Guaranty.

          21.  DISCLOSURE OF INFORMATION.

               Guarantor hereby acknowledges and agrees that upon the request of
any partner, member or shareholder of Guarantor, as applicable, Lender may
disclose to such party any information (including, without limitation,
financial information) relating to the Loan and Guarantor's performance of its
obligations hereunder. Guarantor hereby indemnifies and agrees to defend and
hold harmless the Indemnitees from and against any and all expenses, loss,
claims, damage or liability, including, without limitation, attorneys' fees and
costs, arising by reason of any disclosure of information by Lender under this
Section 21.

          22.  COUNTERPARTS.

               This Guaranty may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the same
instrument. Signature and, if applicable, acknowledgment pages may be detached
from the counterparts and attached to a single copy of the applicable document
to physically form one document, which may be recorded if applicable.

          23.  ENTIRE GUARANTY.

               This Guaranty sets forth the entire understanding between
Guarantor and Lender relative to the Loan and this Guaranty and the same
supersede all prior agreements and understandings relating to the subject matter
hereof or thereof.


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          24.  TIME IS OF THE ESSENCE.

               Time is strictly of the essence of this Guaranty and the other
Loan Documents.

          25.  ATTORNEYS' FEES AND COSTS.

               In the event of any litigation regarding the enforcement or
validity of this Guaranty, Guarantor shall be obligated to pay all charges,
costs and expenses (including attorneys' fees and costs) incurred by Lender,
whether or not such litigation is prosecuted to judgment. The recovery of
post-judgment fees, costs and expenses are separate and several and shall
survive the merger of this Guaranty into any judgment. As used here
in, "attorneys ' fees and costs " shall have the meaning given in the Loan
Agreement.

                            [SIGNATURE PAGE FOLLOWS]


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               IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of
the year and date first above written.

                                            XM SATELLITE RADIO HOLDINGS INC.,
                                            a Delaware corporation

                                            By:
                                                    ----------------------------
                                            Name:
                                                    ----------------------------
                                            Title:
                                                    ----------------------------







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