**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+----+------------------------------+
| In the Matter of                 | *  | File Nos.:                   |
|                                  | *) | SAT-MOD-20040212-00017;      |
| **XM Radio Inc.**                | ** |                              |
|                                  |    | > 72-SAT-AMEND-97;           |
| Application for Minor            | *  | >                            |
| Modification to Relocate         | *) | > 10/11-DSS-P-9312/15/92;    |
|                                  | ** | >                            |
| Satellite Digital Audio Radio    |    | > 26/27-DSS-LA-931/15/93;    |
| Service (SDARS)                  | *  | >                            |
|                                  | *) | > 83/84-SAT-AMEND-953/10/95; |
| Satellite from 85° W to 115° W   | ** | >                            |
|                                  |    | > (Call Signs: S2118         |
| Application for Authority to     | *  | > (XM-Roll) and S2119        |
| Launch and Operate               | *) | > (XM-Rock))                 |
|                                  | ** |                              |
| Replacement SDARS Satellite at   |    | File No.                     |
| 85° W                            | *  | SAT-RPL-20040212-00018       |
|                                  | *) |                              |
| Application for Authority to     | ** | > (Call Sign: S2616 (XM-3))  |
| Launch and Operate               |    |                              |
|                                  | *  | File No.                     |
| Replacement SDARS Satellite at   | *) | SAT-RPL-20040212-00019       |
| 115° W                           | ** |                              |
|                                  |    | > (Call Sign: S2617 (XM-4))  |
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+----------------------------------+----+------------------------------+

**ORDER AND AUTHORIZATION**

**Adopted: January 26, 2005 Released: January 26, 2005**

By the Chief, Satellite Division, International Bureau:

# introduction

1.  By this Order, we authorize XM Radio Inc. (XM Radio) to launch and
    operate two replacement satellites, XM-3, Call Sign S2616, at the 85
    W.L. orbital location and XM-4, Call Sign S2617, at the 115° W.L.
    orbital location. These satellites will replace existing in-orbit
    satellites at these locations that are experiencing technical
    difficulties that will reduce their expected useful life. In
    addition, we grant XM Radio's request to relocate its existing
    in-orbit satellite at 85° W.L., "XM-Roll," Call Sign S2118, to 115°
    W.L. and to operate it at the 115° W.L. orbital location with
    another existing satellite, "XM-Rock," Call Sign S2119. Upon the
    successful launch and operation of XM-4, we grant authority to XM
    Radio to operate XM-Rock and XM-Roll as in-orbit spares at 115° W.L.
    for the remainder of the satellites' existing license terms. These
    authorizations will allow XM Radio to continue to provide Satellite
    Digital Audio Radio Service (SDARS) to U.S. consumers despite
    unanticipated technical difficulties experienced by XM Radio's
    existing in-orbit satellites.

# BACKGROUND

2.  In 1997, the International Bureau authorized XM Radio to launch and
    operate a satellite system in the geostationary-satellite orbit
    (GSO) in order to provide SDARS in the 2332.5-2345 MHz frequency
    band from the 85° W.L. and 115° W.L. orbital locations.[^1] This
    authorization afforded XM Radio the opportunity to provide U.S.
    consumers with continuous, nationwide radio programming with compact
    disc quality sound. The Bureau found that this new service had the
    potential to increase the variety of programming available to the
    listening public, and to offer niche programming to listeners with
    special interests.[^2] In addition, the Bureau found that SDARS had
    the technological potential to provide a wide range of audio
    programming options to rural and mountainous sections of the country
    that have historically been underserved by terrestrial radio.[^3] In
    March 2001, the Satellite Division modified XM Radio's authorization
    to increase the power of XM Radio's satellites, to revise the
    downlink frequency plan, and to increase the transmission rate of
    each of its satellite carriers.[^4]

3.  In March 2001, XM Radio successfully launched its first satellite,
    called "XM Rock," to the 115° W.L. orbital location.[^5] Two months
    later, it successfully launched its second satellite, called "XM
    Roll," to the 85° W.L. orbital location.[^6] XM Radio initiated
    commercial service to the public in September 2001.[^7] Currently,
    there are more than 3.1 million subscribers to XM Radio.[^8]

4.  In February 2004, XM Radio filed three applications to modify its
    existing space station authorization and to launch and operate
    replacement satellites.[^9] In its applications, XM Radio reports
    that the solar arrays of the XM Rock and XM Roll satellites have
    progressively degraded, which is expected to lead to an
    earlier-than-anticipated decline in the performance of the
    satellites and to a reduction in the expected useful life of the
    satellites.[^10] In order to ensure uninterrupted service to
    subscribers, XM Radio requests authority to launch and operate a
    replacement satellite, XM-3, that will replace the XM-Roll satellite
    at 85° W.L.[^11] XM Radio also seeks authority to relocate the
    XM-Roll satellite to the 115° W.L. orbital location, where it will
    be temporarily co-located with XM-Rock, with each satellite
    transmitting at half of its original capacity.[^12] Finally, XM
    Radio requests authority to launch and operate a replacement
    satellite, XM-4, to the 115° W.L. orbital location by 2007 and to
    operate XM-Rock and XM-Roll at the 115° W.L. orbital location as
    non-transmitting (except for telemetry transmissions) in-orbit
    spares upon successful operation of XM-4 at 115° W.L.[^13]

5.  According to XM Radio, the replacement satellites will use S-band
    frequencies (2332.5-2345 MHz) for space-to-Earth service links and
    X-band frequencies (7025-7075 MHz) for Earth-to-space feeder links
    and tracking and control functions.[^14] On-station and transfer
    orbit telemetry will be transmitted within the 2332.5-2345.0 MHz
    frequency band.[^15] XM Radio's licensed earth station feeder uplink
    is located in Washington, DC.[^16] Telemetry, tracking, and control
    will be conducted from stations located in Canada and the United
    States, with U.S. earth stations having the ability to override the
    Canada TT&C earth stations, at least on a short term basis.[^17] XM
    Radio will operate its replacement satellites on a non-broadcast,
    non-common-carrier basis.[^18]

6.  The XM Radio Modification Application was placed on public
    notice.[^19] No comments were filed in response to the notice. XM
    Radio subsequently updated certain information regarding the
    technical characteristics of its replacement satellites and the
    desired orbital locations of its existing and replacement
    satellites.[^20]

# DISCUSSION

7.  Although the Commission adopted new licensing procedures for space
    stations as part of the *First Space Station Licensing Reform
    Order*,[^21] the Commission explicitly stated that none of the rules
    adopted in that Order are applicable to SDARS applications.[^22] In
    the *First Space Station Licensing Reform Order*, the Commission
    also reiterated its policy governing the replacement of GSO
    satellites. Given the huge costs of building and operating GSO space
    stations, it found that there should be some assurance that
    operators will be able to continue to serve their customers.[^23]
    Accordingly, the Commission has stated that, when an orbit location
    remains available for a U.S. satellite with the technical
    characteristics of the proposed replacement satellite, it will
    generally authorize the replacement satellite at the same
    location.[^24] The Commission has also acted on applications for
    replacement satellites as they are filed, without consolidating them
    into a processing group.[^25] Nothing in the *First Space Station
    Licensing Reform Order* was intended to affect this policy with
    respect to SDARS replacement satellite applications.

8.  Although the Commission adopted a "grant stamp" procedure for
    unopposed replacement satellite applications with technical
    characteristics consistent with those of the satellite to be retired
    as part of the *First Space Station Licensing Reform Order*,[^26]
    this procedure does not apply to SDARS applications for the reason
    stated in the proceeding paragraph. Moreover, because XM Radio
    requests a waiver of certain of the Commission rules, a written
    decision is appropriate in this case. Accordingly, this Order
    examines the applications of XM Radio for both replacement
    satellites, XM-3 and XM-4, in light of the legal and technical
    qualification requirements for SDARS licensees set forth by the
    *1997 SDARS Order*[^27] and Section 25.144 of the Commission's
    rules.[^28]

## Legal Qualifications

9.  Section 25.144(a)(1) establishes four entities that are legally
    eligible to hold SDARS licenses.[^29] XM Radio (formerly American
    Mobile Radio Corp.) is one of the four eligible entities and is one
    of the two eligible entities that were awarded SDARS licenses by
    auction in 1997.[^30] No party has raised any other question as to
    XM Radio's legal qualifications to be a Commission licensee.
    Accordingly, we affirm that XM Radio has satisfied the legal
    requirements of Section 25.114(a)(1).

## Technical Requirements

10. Section 25.144(a)(3) sets forth three technical qualifications that
    are specifically applicable to SDARS applications.[^31] First, SDARS
    applications must demonstrate that the proposed system will, at a
    minimum, serve the 48 contiguous United States (CONUS).[^32] XM
    Radio states that its replacement satellites, XM-3 and XM-4, will
    provide SDARS and ancillary services to CONUS.[^33] In view of this
    representation and the record before us, we conclude that XM Radio's
    replacement satellites comply with the coverage/service area
    requirement of Section 25.144(a)(3).

11. Second, an SDARS applicant must certify that its system includes a
    receiver that will permit end users to access all licensed SDARS
    systems that are operational or under construction.[^34] This
    requirement will allow consumers to access services from all
    licensed SDARS systems using a single receiver.[^35] In its
    applications, XM Radio does not certify that its system currently
    includes such a receiver, but refers to a letter from XM Radio to
    the Commission dated October 6, 2000, which XM Radio asserts
    provides notice of its "continuing program to develop an
    interoperable satellite radio receiver."[^36] In the *October 6
    Letter*, the two SDARS licensees announced an agreement to develop a
    unified standard for satellite radios, and stated their anticipation
    that interoperable chips capable of receiving both services would be
    produced in volume in mid 2004.[^37] The two companies also agreed
    to introduce interim interoperable radios, prior to the introduction
    of fully-interoperable chipsets, that would include a common wiring
    harness, head unit, antenna, and an interchangeable trunk-mounted
    box containing processing elements for both company's signals.[^38]

12. We observe that some time has elapsed since the *October 6 Letter*
    was initially filed with the Commission. Accordingly, to refresh the
    record, we will send letters to XM Radio and Sirius requesting that
    they provide the current status of their efforts to develop an
    interoperable receiver, and that they provide a clear timeframe for
    making such an interoperable receiver available to the public.

13. The third technical qualification of Section 25.144(a)(3) requires
    SDARS licensees to identify the compression rate(s) they plan to use
    to transmit audio programming, as well as for the transmission of
    any services that are ancillary to SDARS.[^39] XM Radio states that
    audio coding permits a compression factor of 20 for audio and
    ancillary services transmitted by its replacement satellites.[^40]
    We find that this information satisfies the compression disclosure
    requirements of Section 25.144(a)(3).

14. In addition to the SDARS-specific technical requirements of Section
    25.144(a)(3), the SDARS rules also require an SDARS applicant to
    describe in detail its proposed system and to set forth all
    pertinent technical and operational aspects of the system.[^41] In
    particular, an SDARS applicant must file information demonstrating
    compliance with Section 25.114 of the Commission's rules.[^42] XM
    Radio has provided the technical and operational aspects of both the
    XM-3 and XM-4 replacement satellites. As discussed in the following
    paragraphs, we find that XM Radio has demonstrated compliance with
    the technical requirements of Section 25.114 as required by our
    SDARS rules.

15. *Service Link Margin.* The Commission declined to adopt a
    requirement that SDARS licensees be capable of providing a specific
    value of service link for a given geographic area; instead, SDARS
    applicants need only provide the information on their service link
    budgets that is required by Section 25.114 of the Commission's
    rules.[^43] XM Radio has provided this information for each of its
    replacement satellites,[^44] and our review finds it sufficient to
    fulfill the Commission's requirement.

16. *PFD Limits.* The SDARS service rules do not set a specific power
    flux density (PFD) limit for SDARS systems, but rather rely on the
    expectation that appropriate PFD limits will be established through
    international coordination with adjacent countries.[^45] SDARS
    applicants are required, however, to identify the PFD limits at the
    Earth's surface from their spacecraft.[^46] As part of its
    applications, XM Radio states that the maximum (peak) PFD limit of
    its replacement satellites will not exceed -118.0 dBW/m^2^/4 kHz
    within the borders of the United States.[^47] In addition, XM Radio
    observes that the United States has entered into international
    coordination agreements with Canada and Mexico that limit the PFD
    level from U.S.-licensed SDARS satellites into Canada and
    Mexico.[^48] XM Radio states that its replacement satellites will
    operate in full compliance with these PFD limits, and we explicitly
    condition XM Radio's authority to operate its replacement satellites
    on compliance with international coordination agreements between the
    U.S. and foreign administrations.

17. *Out-of-band Emissions*. The SDARS service rules require SDARS
    licensees to satisfy the out-of-band and spurious emission limits
    contained in Section 25.202(f) of the Commission's rules, which
    requires that the mean power of emissions will be attenuated below
    the mean output power of the transmitter in accordance with the
    schedule set forth in our rules.[^49] XM Radio provides information
    about its system parameters that we find demonstrates compliance
    with the schedule set forth in Section 25.202(f).[^50]

18. *Telemetry Beacons.* The SDARS service rules require licensees to
    accommodate telemetry beacons for their systems within their
    exclusively licensed bandwidth, but allow each licensee the
    flexibility to determine the appropriate amount of spectrum
    necessary for its telemetry beacons.[^51] We find that XM Radio
    complies with this requirement by locating its on-station and
    transfer orbit telemetry beacons within its exclusively licensed
    S-band spectrum at 2332.5-2345.0 MHz.[^52]

19. *Cross Polarization.* The SDARS service rules permit each SDARS
    licensee to employ cross-polarization within its exclusively
    licensed frequency assignment and to employ cross polarized
    transmissions in frequency assignments of the other SDARS licensee
    under mutual agreement with the other licensee.[^53] The XM Radio
    applications do not address the issue of frequency reuse through
    cross-polarization, nor do they identify whether XM Radio intends to
    use cross-polarization within its exclusive frequency assignment. XM
    Radio requests authorization to use left-hand circular polarization
    for its service downlink transmissions,[^54] and we grant that
    request. XM Radio must apply to the Commission for approval of any
    deviations from its use of left-hand circular polarization for
    service downlink transmissions.

20. *Feeder Links.* The Commission has recognized that SDARS systems
    cannot operate without sufficient feeder-link spectrum.[^55] The
    Commission identified the 7025-7075 MHz band as the spectrum for
    SDARS feeder-link operations.[^56] The SDARS service rules state
    that the Commission will permit a SDARS feeder-link network to
    operate as a fixed-satellite service in the 7025-7075 MHz bands on a
    co-primary basis, but only after the applicant demonstrates that
    coordination with potentially-affected users in the band has been
    successfully completed.[^57] Accordingly, we authorize XM Radio to
    launch satellites that are capable of operating in the 7025-7075 MHz
    band subject to successful licensing and coordination of its feeder
    link earth stations.[^58]

21. *Orbital Locations.* Section 25.114 requires applicants seeking
    authority for GSO satellites to identify the orbital location, or
    locations, requested for the satellite.[^59] XM Radio's Modification
    Application, filed in February 2004, identifies the 85° W.L. orbital
    location for the XM-3 replacement satellite and the 115° W.L.
    orbital location for the XM-4 replacement satellite.[^60] In
    addition, the Modification Application seeks authority to relocate
    XM-Roll from 85° W.L. to 115° W.L. upon the successful launch of the
    XM-3 replacement satellite.[^61] By letter dated August 20, 2004,
    however, XM Radio clarified its desired orbital locations.[^62] In
    its *August 20 Letter*, XM Radio states its intent to operate the
    XM-3 replacement satellite at the 85.10° W.L. orbital location and
    to relocate the XM-Roll satellite from 85° W.L. to 114.90° W.L.[^63]
    The *August 20 Letter* states that the XM-4 replacement satellite
    would be operated at the 115° W.L. orbital location.[^64] The
    *August 20 Letter* does not indicate any change to the position of
    XM-Rock, which is currently authorized to operate at 115° W.L.[^65]

22. We grant XM Radio authority to launch and operate its replacement
    satellites, XM-3 and XM-4, and to relocate XM-Roll pursuant to the
    orbital locations specified in its original Modification Application
    filed in February 2004.[^66] XM Radio's clarification in its *August
    20 Letter* changes the orbital locations to be used by XM Radio's
    satellites and thus constitutes a major amendment that is subject to
    the Commission's public notice requirements.[^67] Because the
    requested change in orbital locations was neither filed as an
    amendment nor placed on public notice, we do not consider it for
    purposes of this authorization and limit our authorization to the
    orbital locations specified in the original Modification
    Application. This action is without prejudice to XM Radio
    subsequently seeking to modify its orbital locations consistent with
    the *August 20 Letter* by means of a properly-filed modification
    application that satisfies the public notice requirements of the
    Commission's rules.

23. Our grant of authority to XM Radio to relocate XM-Roll from 85° to
    115° W.L. is conditioned on XM Radio's coordination of all its
    tracking, telemetry, and command (TT&C) operations with existing
    geostationary satellites to ensure no unacceptable interference
    results from its TT&C operations during the relocation. During the
    relocation, XM Radio shall not operate the communications payload on
    the satellite. In addition, XM Radio must not cause harmful
    interference during the relocation to any other lawfully operating
    in-orbit satellite, and XM Radio must terminate operations on
    XM-Roll immediately upon notification of such interference and shall
    inform the Commission in writing immediately of such an event.
    During the relocation, XM Radio is required to accept interference
    from other lawfully operating in-orbit satellites. XM Radio must
    inform the Commission in writing that it has begun relocation of the
    satellite upon commencement of maneuvers to drift XM-Roll to 115°
    W.L.

## Other Issues

24. *In-orbit Spares.* XM Radio's Modification Application states that
    upon successful operation of XM-4 at 115° W.L., it will cease
    transmissions from XM-Rock and XM-Roll (except for telemetry
    transmissions) and the two satellites will operate as in-orbit
    spares at the 115° W.L. orbital locations.[^68] As discussed
    above,[^69] XM Radio subsequently stated its intent to relocate the
    XM-Roll satellite from 85° W.L. to 114.90° W.L., rather than to 115°
    W.L.[^70] For the reasons set forth above,[^71] we will not consider
    XM Radio's subsequent change of orbital location for purposes of
    this authorization and limit our authorization to the orbital
    location specified in the original Modification Application.
    Accordingly, we authorize the use of XM-Rock and XM-Roll as
    non-transmitting (except for telemetry transmissions) in-orbit
    spares at 115° W.L. after the successful operation of XM-4. We also
    remind XM Radio of its obligation to seek Commission authority prior
    to any movement of XM-Rock and XM-Roll from 115° W.L., other than
    for post-mission disposal maneuvers pursuant to Section 25.283(a) of
    the Commission's rules.[^72]

25. *License Terms*. We observe that the Commission rules establish an
    eight-year license term for SDARS space stations, which commences
    when the satellite is launched and put into operation.[^73]
    Accordingly, the license terms for XM Rock and XM Roll commenced in
    March and May, 2001, respectively, and thus will expire in March and
    May 2009. XM Radio must either specifically seek to extend the
    license terms of these satellites prior to expiration, or must
    decommission the spacecraft at the end of the license terms pursuant
    to the Commission's post mission disposal rules.[^74] The license
    term for each of the replacement satellites, XM-3 and XM-4, shall be
    eight years and will commence when each satellite is launched and
    put into operation.

26. We remind XM Radio that it should timely file with the Commission
    the information necessary for the Advance Publication, coordination,
    due diligence and notification of its frequency assignments pursuant
    to the international Radio Regulations.[^75] Any radio station
    authorization for which coordination has not been completed may be
    subject to additional terms and conditions as required to effect
    coordination of frequency assignments with other Administrations.

## Waiver Request

27. XM Radio requests a waiver of Section 25.210(j) of our rules, which
    requires that GSO FSS space stations be maintained in orbit within
    0.05° of their assigned orbital longitude, unless specifically
    authorized otherwise by the Commission to operate with a different
    longitudinal tolerance, and except as provided in Section 25.283(b)
    (end-of-life disposal) of the Commission's rules.[^76] XM Radio
    seeks a waiver that would allow its replacement satellites, XM-3 and
    XM-4, to operate within 0.10° of their assigned orbital
    longitudes.[^77] According to XM Radio, a waiver is justified in
    these instances because there are no nearby space stations operating
    in the S-band SDARS service links or in the X-band FSS feeder links
    to which XM Radio's satellite operations could cause
    interference.[^78] In addition, XM Radio states that the costs of
    complying with a ±0.05° east-west station keeping tolerance (such as
    increased fuel to maintain a tighter tolerance) outweigh any
    purported benefits.[^79]

28. The Commission may grant a waiver for good cause shown.[^80] Waiver
    is appropriate if (1) special circumstances warrant a deviation from
    the general rule, and (2) such deviation would better serve the
    public interest than would strict adherence to the general
    rule.[^81] Generally, the Commission may grant a waiver of its rules
    in a particular case only if the relief requested would not
    undermine the policy objective of the rule in question, and would
    otherwise serve the public interest.[^82] XM Radio states that a
    waiver is justified because there are no other satellites at that
    location to which it could cause radiofrequency interference. We
    note that XM Radio's analysis appears limited to those spacecraft
    that are operating co-frequency with the XM Radio space stations and
    does not include other spacecraft which are not co-frequency, but
    may be impacted by the extended station keeping box. Without access
    to this additional information we are not able to conclude that the
    public interest justifies a waiver, given the potential impact on
    the operations of other satellites. Accordingly, we deny XM Radio's
    waiver request.[^83]

29. Although we deny XM Radio's request, we do so without prejudice to
    XM Radio filing a modification of its license to permit its
    satellite to be maintained within a 0.10° station keeping box. In
    support of such a modification request, XM Radio should provide
    information regarding the identity of known satellites located at,
    or planned to be located at, the location proposed by XM Radio, or
    assigned a location in the vicinity such that the station-keeping
    volume of the respective satellites might overlap. XM Radio need not
    address every filing with the International Telecommunication Union
    (ITU) that meets these criteria, but should assess and address any
    systems reflected in ITU filings that are in operation or that XM
    Radio believes may be progressing toward launch, *e.g.* by the
    appearance of the system on a launch vehicle manifest.  In the event
    an overlap is indicated, XM Radio should identify the measures it
    would take to avoid in-orbit collisions with such satellites.[^84]

# ORDERING CLAUSES

30. IT IS ORDERED that the application of XM Radio Inc. to launch and
    operate a replacement satellite, XM-3, Call Sign S2616, at the 85°
    W.L. orbital location for the purpose of providing a satellite
    digital audio radio service in the United States in the 2332.5-2345
    MHz frequency band (space-to-Earth), File No.
    SAT-RPL-20040212-00018, IS GRANTED.

31. IT IS FURTHER ORDERED that the application of XM Radio Inc. to
    launch and operate a replacement satellite, XM-4, Call Sign 2617, at
    the 115° W.L. orbital location for the purpose of providing a
    satellite digital audio radio service in the United States in the
    2332.5-2345 MHz frequency band (space-to-Earth), File No.
    SAT-RPL-20040212-00019, IS GRANTED.

32. IT IS FURTHER ORDERED that the application of XM Radio Inc., File
    No. SAT-MOD-20040212-00017, to modify the authorization granted in
    13 FCC Rcd 8829 (Int'l Bur. 1997), File Nos. 72-SAT-AMEND-97 *et
    al.*, by relocating its XM-1 satellite ("XM-Roll"), Call Sign 2118,
    from 85° W.L. to 115° W.L. IS GRANTED, subject to the following
    conditions:

    a\. During the relocation, XM Radio Inc. shall not operate the
    communications payload on the satellite.

    b\. During the relocation, XM Radio Inc. shall coordinate all its
    Tracking, Telemetry, and Command (TT&C) operations with existing
    geostationary satellites to ensure no unacceptable interference
    results from its TT&C operations.

    c\. During the relocation, XM-Roll shall not cause harmful
    interference to any other lawfully operating in-orbit satellite, and
    XM Radio Inc. must terminate operations on XM-Roll immediately upon
    notification of such interference and shall inform the Commission in
    writing immediately of such an event.

    d\. During the relocation, XM Radio Inc. is required to accept
    interference from other lawfully operating in-orbit satellites.

    e\. XM Radio Inc. must inform the Commission in writing that it has
    begun relocation of the satellite upon commencement of maneuvers to
    drift XM-Roll to 115° W.L.

33. IT IS FURTHER ORDERD that XM Radio Inc. IS AUTHORIZED to operate
    XM-1 ("XM-Roll") and XM-2 ("XM-Rock") at the 115° W.L. orbital
    location as non-transmitting (except for telemetry transmissions)
    in-orbit spares for the duration of the space stations' remaining
    license terms, subsequent to the successful launch of XM-4 to the
    115° W.L. orbital location.

34. IT IS FURTHER ORDERED that XM Radio Inc. IS AUTHORIZED to launch and
    operate two GSO satellites at 85° W.L. and 115° W.L. capable of
    operating in the 7025-7075 MHz frequency band (Earth-to-space)
    designated for SDARS feeder-link use in accordance with technical
    specifications set forth in its application and consistent with our
    rules, unless specifically conditioned or waived herein.

35. IT IS FURTHER ORDERED that XM Radio Inc. shall prepare the necessary
    information, as may be required, for submission to the International
    Telecommunication Union (ITU) to initiate and complete the advance
    publication, international coordination, due diligence, and
    notification process of its space stations, in accordance with the
    ITU Radio Regulations. XM Radio Inc. shall be held responsible for
    all cost-recovery fees associated with these ITU filings. We also
    note that no protection from interference caused by radio stations
    authorized by other Administrations is guaranteed unless
    coordination and notification procedures are timely completed or,
    with respect to individual Administrations, by successfully
    completing coordination agreements. Any radio station authorization
    for which coordination has not been completed may be subject to
    additional terms and conditions as required to effect coordination
    of the frequency assignments of other Administrations. *See* 47
    C.F.R. § 25.111(b).

36. IT IS FURTHER ORDERED that XM Radio Inc. must provide a written
    statement to the Commission within 60 days of the date of this grant
    that identifies any known satellites located at, or planned to be
    located at, XM Radio Inc.'s assigned orbital locations, or assigned
    in the vicinity of that location such that the station keeping
    volume of the respective satellites might overlap, and that states
    the measures that will be taken to prevent in-orbit collisions with
    such satellites. This statement should address any licensed FCC
    systems, or any systems applied for and under consideration by the
    FCC. The statement need not address every filing with the ITU that
    meets these criteria, but should assess and address any systems
    reflected in ITU filings that are in operation or that XM Radio Inc.
    believes may be progressing toward launch, e.g. by the appearance of
    the system on a launch vehicle manifest. If XM Radio Inc. elects to
    rely on coordination with other operators to prevent in-orbit
    collisions, it shall provide a statement as to the manner in which
    such coordination will be effected.

37. IT IS FURTHER ORDERED that XM Radio Inc.'s request to waive Section
    25.210(j) of the Commission's rules to permit XM Radio Inc. to
    operate its XM-3 and XM-4 satellites with an East-West station
    keeping tolerance of ±0.10° IS DENIED without prejudice.

38. IT IS FURTHER ORDERED that the license term for XM-3 and XM-4 is
    eight years and will begin on the date XM Radio Inc. certifies to
    the Commission that each satellite has been successfully launched
    and put into operation.

39. IT IS FURTHER ORDERED that XM Radio Inc. is afforded thirty days
    from the date of the release of this Order and Authorization to
    decline this authorization as conditioned.

40. This Order is issued pursuant to Section 0.261 of the Commission's
    rules on delegated authority, 47 C.F.R. § 0.261, and is effective
    upon adoption. Petitions for reconsideration under Section 1.106 or
    applications for review under Section 1.115 of the Commission's
    rules, 47 C.F.R. §§ 1.106, 1.115, may be filed within 30 days of the
    date of the release of this Order (see 47 C.F.R. § 1.4(b)(2)).

    FEDERAL COMMUNICATIONS COMMISSION

Thomas S. Tycz

Chief

Satellite Division

[^1]: American Mobile Radio Corp., *Order and Authorization*, 13 FCC Rcd
    8829 (Int'l Bur. 1997) (*1997 Authorization Order*). American Mobile
    Radio Corp. changed its name in 1998 to XM Satellite Radio Inc.

[^2]: *Id.* at 8829 (para. 2).

[^3]: *Id.*

[^4]: XM Radio Inc., *Order and Authorization*, 16 FCC Rcd 5603 (Int'l
    Bur., Sat. & Rad. Div. 2001) (*2001 Modification Order*).
    Specifically, the *2001 Modification Order* authorized XM Radio (1)
    to increase the maximum Equivalent Isotropically Radiated Power
    (EIRP) of each of its DARS satellites from 62 dBW to 68.5 dBW; (2)
    to revise its downlink channelization plan by increasing the number
    of channels from five to six, including four carrier frequencies
    (two per satellite) of 1.84 MHz each and two frequencies for
    terrestrial repeaters of 2.53 MHz each; and (3) to increase the
    transmission rate of each of its satellite carriers to 3.28 Mbits/s.

[^5]: *See* XM Radio Press Release, "'XM Rock' Satellite Hits Critical
    In-Orbit Milestones; 'XM Roll' Launch Slated for May 7", dated April
    9, 2001, available on-line at:
    <http://www.xmradio.com/newsroom/screen/press_release_2001_04_09a.html>.

[^6]: *See* XM Radio Press Release, "XM Radio Successfully Launches
    Second Satellite", dated May 8, 2001, available on-line at:
    <http://www.xmradio.com/newsroom/screen/press_release_2001_05_08.html>.

[^7]: XM Radio also received Special Temporary Authority (STA) to
    operate in-band terrestrial repeaters for commercial service in
    certain markets to fill gaps in satellite coverage. *See* XM Radio,
    Inc., *Order and Authorization*, 16 FCC Rcd 16781 (Int'l Bur. 2001),
    *as modified by* 16 FCC Rcd 18484, *pet. for recon. pending*.

[^8]: *See* XM Radio Press Release, "XM Radio Tops 3.1 Million
    Subscribers Ahead of Year-End Goal", dated December 27, 2004,
    available on-line at:
    <http://www.xmradio.com/newsroom/screen/pr_2004_12_27.html>.

[^9]: XM Radio Inc., Application for Minor Modification to Relocate
    Satellite Digital Audio Radio Service (SDARS) Satellite (Call Sign
    S2118) from 85°W to 115°W, File No. SAT-MOD-20040212-00017; XM Radio
    Inc., Application for Authority to Launch and Operate Replacement
    SDARS Satellite at 85°W, File No. SAT-RPL-20040212-00018; XM Radio
    Inc., Application for Authority to Launch and Operate Replacement
    SDARS Satellite at 115°W, File No. SAT-RPL-20040212-00019
    (collectively, "XM Radio Modification Application").

[^10]: XM Radio Modification Application at 3-4.

[^11]: XM Radio Modification Application at 4.

[^12]: XM Radio Modification Application at 4.

[^13]: XM Radio Modification Application at 4-5.

[^14]: XM Radio Modification Application, Appendix A at 1.

[^15]: XM Radio Modification Application, Appendix A at 7.

[^16]: XM Radio Modification Application, Appendix A at 18.

[^17]: XM Radio Modification Application, Appendix A at 21-22.

[^18]: XM Radio Modification Application, Appendix A at 25.

[^19]: Public Notice, *Policy Branch Information: Satellite Space
    Station Applications Accepted for Filing*, Report No. SAT-00202
    (Mar. 19, 2004).

[^20]: Letter from Lon C. Levin, Senior Vice President, XM Radio Inc.,
    to Marlene H. Dortch, Secretary, FCC, dated Aug. 20, 2004 (*August
    20 Letter*).

[^21]: Amendment of The Commission\'s Space Station Licensing Rules And
    Policies, *First Report and Order and Further Notice of Proposed
    Rulemaking*, IB Docket No. 02-34, 18 FCC Rcd 10760 (2003) (*First
    Space Station Licensing Reform Order*).

[^22]: *First Space Station Licensing Reform Order*, 18 FCC Rcd at 10764
    n.4.

[^23]: *First Space Station Licensing Reform Order*, 18 FCC Rcd at
    10854-55 (para. 250), citing Assignment of Orbital Locations to
    Space Stations in the Domestic Fixed-Satellite Service, *Memorandum
    Opinion and Order*, 3 FCC Rcd 6972, 6976 n.31 (1988) (*1988 Order
    Assignment Order*); Hughes Communications Galaxy, Inc., *Order and
    Authorization*, 6 FCC Rcd 72, 74 n.7 (1991) (*Hughes Replacement
    Order*); GE American Communications, Inc., *Order and
    Authorization*, 10 FCC Rcd 13775, 13775-76 (para. 6) (Int'l Bur.
    1995) (*GE Americom Replacement Order*).

[^24]: *First Space Station Licensing Reform Order*, 18 FCC Rcd at 10855
    (para. 250), citing *1988 Order Assignment Order*, 3 FCC Rcd at 6976
    n.31; *GE Americom Replacement Order*, 10 FCC Rcd at 13775-76 (para.
    6).

[^25]: *First Space Station Licensing Reform Order*, 18 FCC Rcd at 10855
    (para. 250), citing *GE Americom Replacement Order*, 10 FCC Rcd at
    13775-76 (para. 6); Loral Spacecom Corp., *Order and Authorization*,
    13 FCC Rcd 16348-16440 (para. 5) (Int'l Bur., Sat. & Rad. Div.
    1995).

[^26]: *First Space Station Licensing Reform Order*, 18 FCC Rcd at
    10854-56 (paras. 250 & 253). Under the grant stamp procedure,
    unopposed replacement satellite applications can be stamped
    "granted," and a copy returned to the applicant, without the need
    for a written order. A public notice of the grant would be issued to
    inform the public of the Commission's action. *See id.*

[^27]: Establishment of Rules and Policies for the Digital Audio Radio
    Satellite Service in the 2310-2360 MHz Frequency Band, *Report and
    Order, Memorandum Opinion and Order and Further Notice of Proposed
    Rulemaking*, IB Docket No. 95-91, 12 FCC Rcd 5754 (1997) (*1997
    SDARS Order*).

[^28]: 47 C.F.R. § 25.144.

[^29]: 47 C.F.R. § 25.144(a)(1). The four entities eligible for
    licensing in SDARS are: Satellite CD Radio; Primosphere Limited
    Partnership; Digital Satellite Broadcasting Corporation; and
    American Mobile Radio Corporation. Because the Commission determined
    that not more than two systems could operate in the 25 megahertz of
    spectrum allocated domestically for SDARS, only two of the four
    eligible entities could be issued licenses. *See 1997 SDARS Order*,
    12 FCC Rcd at 5812 (para. 143). The two licenses were awarded by
    competitive bidding, pursuant to the Commission's rules, *see* 47
    C.F.R. § 25.401.

[^30]: The other eligible entity that was awarded an SDARS license at
    auction is Sirius Satellite Radio Inc. (formerly Satellite CD
    Radio). *See also* Public Notice, *"FCC Announces Auction Winners
    for Digital Audio Radio Service,"* DA 97-656 (Apr. 2, 1997). The two
    SDARS licensees paid a combined total of \$173.2 million for the two
    licenses.

[^31]: 47 C.F.R. § 144(a)(3).

[^32]: 47 C.F.R. § 144(a)(3)(i); *see also 1997 SDARS Order*, 12 FCC Rcd
    at 5793-94 (paras. 97-99).

[^33]: XM Radio Modification Application at 26.

[^34]: 47 C.F.R. § 144(a)(3)(ii).

[^35]: *See* *1997 Authorization Order,* 13 FCC Rcd at 8846 (para. 38),
    citing *1997 SDARS Order*, 12 FCC Rcd at 5797 (para. 106).

[^36]: XM Radio Modification Application, Appendix A at 26, citing
    Letter from John R. Wormington, XM Radio Inc., and Robert D.
    Briskman, Sirius Satellite Radio Inc., to Magalie Roman Salas, FCC,
    dated Oct. 6, 2000 (*October 6 Letter*).

[^37]: *October 6 Letter* at 4.

[^38]: *October 6 Letter* at 4. We take note of the fact that since the
    *October 6 Letter* both XM Radio and Sirius have introduced tuners
    that will allow satellite radio-ready headsets offered by
    third-party consumer electronic manufacturers to receive the signals
    of both SDARS licensees. *See* Sirius Press Release, "Sirius and
    Pioneer Offer Tuner for Satellite Radio: New Tuner Compatible with
    SAT-Ready Head Units from Pioneer", dated January 5, 2005, available
    on-line at:
    <http://www.sirius.com/servlet/ContentServer?pagename=Sirius/CachedPage&c=PresReleAsset&cid=1104779643733>;
    *see also* XM Radio Press Release, "XM Satellite Radio Introduces XM
    Direct: Universal Tuner for Car Stereos Now Available for
    Third-Party Developers, Distributors," dated November 17, 2003,
    available on-line at:
    <http://www.xmradio.com/newsroom/screen/pr_2003_11_17.html>.

[^39]: 47 C.F.R. § 25.144(a)(3)(iii); *1997 SDARS Order*, 12 FCC Rcd at
    5798-99 (paras. 108-09).

[^40]: XM Radio Modification Application, Appendix A at 15, 26.

[^41]: 47 C.F.R. § 25.144(a)(2).

[^42]: *Id.*

[^43]: *1997 SDARS Order*, 12 FCC Rcd at 5795 (para. 101).

[^44]: XM Radio Modification Application, Appendix A at 15-17.

[^45]: *1997 SDARS Order*, 12 FCC Rcd at 5801 (para. 113).

[^46]: *1997 SDARS Order*, 12 FCC Rcd at 5801 (para. 114).

[^47]: XM Radio Modification Application, Appendix A at 4, 20
    (identifying a maximum (peak) pfd of -118.0 dBW/m^2^/4 kHz).

[^48]: XM Radio Modification Application, Appendix A at 20-21.

[^49]: *1997 SDARS Order*, 12 FCC Rcd at 5801 (para. 115). An
    out-of-band emission is radio frequency energy on a frequency or
    frequencies immediately outside of the necessary bandwidth which
    results from the modulation process, but excluding spurious
    emissions. A spurious emission is radio frequency energy on a
    frequency or frequencies which are outside the necessary bandwidth
    and the level of which may be reduced without affecting the
    corresponding transmission of information. Spurious emissions
    exclude out-of-band emissions.

[^50]: XM Radio Modification Application, Appendix A at 4.

[^51]: *1997 SDARS Order*, 12 FCC Rcd at 5804 (para. 121).

[^52]: XM Radio Modification Application, Appendix A at 7.

[^53]: 47 C.F.R § 25.214(c)(4). *See also 1997 SDARS Order*, 12 FCC Rcd
    at 5804-05 (paras. 122-123).

[^54]: XM Radio Modification Application, Appendix A at 8, Table A-4.

[^55]: *1997 SDARS Order*, 12 FCC Rcd at 5807 (para. 129).

[^56]: *1997 SDARS Order*, 12 FCC Rcd at 5807 (para. 129).

[^57]: *1997 SDARS Order*, 12 FCC Rcd at 5809 (paras. 134-135).

[^58]: XM Radio has filed separate requests to modify its feeder-link
    earth stations. *See* File Nos. SES-MOD-20040610-00815;
    SES-MOD-20040819-01199. These earth station applications are outside
    the scope of this Order and will be addressed by separate Commission
    action.

[^59]: 47 C.F.R.§ 25.114(c)(5)(i).

[^60]: XM Radio Modification Application at 1-5.

[^61]: XM Radio Modification Application at 1-5.

[^62]: Letter from Lon C. Levin, Senior Vice President, XM Radio Inc.,
    to Marlene Dortch, Secretary, dated August 20, 2004 (*August 20
    Letter*).

[^63]: *August 20 Letter* at 2.

[^64]: *August 20 Letter* at 2.

[^65]: XM Radio Modification Application, at 1.

[^66]: We note that this authorization specifically does not extend to
    any in-orbit testing of XM-3 or XM-4 at orbital locations other than
    those authorized herein.

[^67]: 47 C.F.R. §§ 25.116(b)(1) and 25.151.

[^68]: XM Radio Modification Application at 4-5. XM Radio states that it
    will seek further Commission approval if it later decides to move
    XM-Rock or XM-Roll to another orbital location. *Id.* at 5 n.11.

[^69]: *See supra*, para. 21.

[^70]: *August 20 Letter* at 2.

[^71]: *See supra*, para. 22.

[^72]: 47 C.F.R. § 25.283(a). *See also* Mitigation of Orbital Debris,
    *Second Report and Order*, IB Docket No. 02-54, 19 FCC Rcd 11567
    (2004).

[^73]: 47 C.F.R. § 25.144(d).

[^74]: 47 C.F.R. § 25.283.

[^75]: 47 C.F.R. § 25.111(b).

[^76]: 47 C.F.R. § 25.210(j).

[^77]: XM Radio Modification Application, Appendix A at 19-20. We
    construe this request as one to maintain the spacecraft within 0.1°
    of their assigned orbital longitude, as assessed at the nodal point
    of the orbit.

[^78]: XM Radio Modification Application, Appendix A at 20.

[^79]: XM Radio Modification Application, Appendix A at 20.

[^80]: 47 C.F.R. § 1.3. *See also WAIT Radio v. FCC*, 418 F.2d 1153
    (D.C. Cir. 1969) (*WAIT Radio*); *Northeast Cellular Tel. Co. v.
    FCC*, 897 F.2d 1166 (D.C. Cir. 1990) (*Northeast Cellular*).

[^81]: *See Northeast Cellular*, 897 F.2d at 1166.

[^82]: *See WAIT Radio*, 418 F.2d at 1157.

[^83]: *See* Mobile Satellite Ventures Subsidiary LLC, *Order and
    Authorization*, DA 05-50 (Int'l Bur. rel. Jan. 10, 2005) (denying a
    waiver of Section 25.210(j) under analogous circumstances).

[^84]: Regardless of whether XM Radio seeks such a modification, we are
    following our standard practice of requiring submission of
    information regarding methods that will be used to avoid collisions
    with other spacecraft operating within the ± 0.05 station keeping
    volume. *See infra*, para. 36.