Federal Communications Commission DA 07-3135 
Before the
Federal Communications Commission
Washington, D.C. 20554
Applications of                                                   
 
Sirius Satellite Radio Inc.   
 
And 
XM Satellite Radio Holdings Inc.
 
For Approval to Transfer Control                                    
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MB Docket No. 07-57
PROTECTIVE ORDER
Adopted: July 11, 2007  Released: July 11, 2007
By the Chief, Media Bureau:
1.  On March 20, 2007, Sirius Satellite Radio Inc. (Sirius) and XM Satellite Radio Holdings 
Inc. (XM) collectively referred to as the Applicants, submitted applications to the Federal 
Communications Commission (Commission) seeking consent to transfer control of Commission 
licenses and authorizations held by Sirius, XM and their subsidiaries pursuant to Section 310(d) of the 
Communications Act of 1934.   
2.  The Commission anticipates that it may seek documents in this proceeding from the 
Applicants and others (each a Submitting Party) that contain proprietary or confidential information, 
and that, therefore, such documents should be made available pursuant to a Protective Order. 
Consequently, the Media Bureau hereby adopts this Protective Order to ensure that any confidential or 
proprietary documents submitted by a Submitting Party are afforded adequate protection. This Protective 
Order does not constitute a resolution of the merits concerning whether any information submitted under 
the Protective Order would be released publicly by the Commission upon a proper request under the 
Freedom of Information Act (FOIA) or otherwise.
3.  Acknowledgment.  Any party seeking access to confidential documents subject to the 
Protective Order shall request access pursuant to the terms of the Protective Order and must sign the 
Acknowledgement of Confidentiality, attached as Appendix A (Acknowledgement).
 4.  Definitions. As used herein, capitalized terms not otherwise defined in this Protective Order
shall have the following meanings:
Stamped Confidential Document means any document, or any part thereof, that bears the 
legend (or which otherwise shall have had the legend recorded upon it in a way that brings its attention to 
a reasonable examiner) CONFIDENTIAL INFORMATION  SUBJECT TO PROTECTIVE ORDER 
IN MB DOCKET NO. 07-57 before the Federal Communications Commission, unless the Commission 
determines, sua sponte or by request pursuant to Sections 0.459 or 0.461 of its rules, that any such 
document is not entitled to confidential treatment.  The term document means any written, recorded, 
electronically stored, or graphic material, whether produced or created by the Submitting Party or another 
person.  By designating a document a Stamped Confidential Document, a Submitting Party signifies 
Federal Communications Commission DA 07-3135 
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and represents that it contains information that the Submitting Party believes should be subject to 
protection under FOIA and the Commissions implementing rules.
 Confidential Information means information contained in Stamped Confidential Documents or 
derived therefrom that is not otherwise available from publicly available sources;
Counsel means In-House Counsel and Outside Counsel of Record;
In-House Counsel means an attorney employed by a party to these proceedings or employed by 
an affiliated entity and who is actively engaged in the conduct of this proceeding, provided that, such 
counsel is not involved in competitive decision-making, i.e., In-House Counsels activities, association, 
and relationship with a client are not such as to involve such counsels advice and participation in any or 
all of the clients business decisions made in light of similar or corresponding information about a 
competitor;
Outside Counsel of Record means the firm(s) of attorneys, or sole practitioner(s), as the case 
may be, representing a party in these proceedings, provided that, the Outside Counsel of Record is not 
involved in competitive decision-making; and 
Reviewing Party means a person who has obtained access to Confidential Information 
(including Stamped Confidential Documents) pursuant to paragraphs 7 and 10 of this Protective Order.
5.  Submission of Stamped Confidential Documents. Two copies of each document that a 
Submitting Party claims is confidential or proprietary (a Confidential Document) must be delivered in 
person to Jamila Bess Johnson, Industry Analysis Division, Media Bureau, Federal Communications 
Commission, 445 12th Street, S.W., Washington, D.C. 20554. The documents shall be accompanied by a 
cover letter stating CONFIDENTIAL INFORMATION  SUBJECT TO PROTECTIVE ORDER IN 
MB DOCKET NO. 07-57 before the Federal Communications Commission. Each page of the 
Confidential Filing shall be stamped with this legend as well. In addition, a Submitting Party shall file 
with the Secretarys Office one copy of the Confidential Document and two copies of the Confidential 
Document in redacted form, i.e., containing no Confidential Information (the Redacted Confidential 
Document). Each Redacted Confidential Document shall have the same pagination as the Confidential 
Document from which it is derived.  The two copies of the Redacted Confidential Document and the
accompanying cover letter shall be stamped REDACTED  FOR PUBLIC INSPECTION.
6.  Prohibited Copying.  If, in the judgment of the Submitting Party, a document contains 
information so sensitive that it should not be copied by anyone, it shall bear the additional legend 
Copying Prohibited, and no further copies of such document, in any form, shall be made.  Application 
for relief from this restriction against further copying may be made to the Commission, with notice to 
Outside Counsel of Record for the Submitting Party.
7.     Procedures for Obtaining Access to Stamped Confidential Documents. In all cases where 
access to Stamped Confidential Documents and Confidential Information is permitted pursuant to 
paragraph 10, before reviewing or having access to any Stamped Confidential Documents or Confidential 
Information, each person seeking such access shall execute a copy of the Acknowledgment and file it 
with the Bureau, on behalf of the Commission, and serve it upon each Submitting Party through its 
Outside Counsel of Record so that the Acknowledgment is received by each Submitting Party at least five 
business days prior to such persons reviewing or having access to the Submitting Partys Stamped 
Confidential Documents or Confidential Information, except that, where the person seeking access is one 
described in either clause 2, 3 or 4 of paragraph 10, the Acknowledgment shall be delivered promptly 
prior to the persons obtaining access. Each Submitting Party shall have an opportunity to object to the 
disclosure of Stamped Confidential Documents or Confidential Information to any such persons. Any 
objection must be filed at the Commission and served on Counsel representing, retaining or employing 
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such person within three business days after receiving a copy of that persons Acknowledgment (or where 
the person seeking access is one described in clause 2, 3 or 4 of paragraph 10, such objection shall be 
filed and served as promptly as practicable after receipt of the relevant Acknowledgment). Until any such 
objection is resolved by the Commission and, if appropriate, any court of competent jurisdiction, and 
unless such objection is resolved in favor of the person seeking access, a person subject to an objection 
from a Submitting Party shall not have access to Stamped Confidential Documents or Confidential 
Information.
8.    Review of Stamped Confidential Documents. The Submitting Party shall make available for 
review the Stamped Confidential Documents of such party at the offices of the partys Outside Counsel of 
Record or, if the Submitting Party does not have Outside Counsel of Record, at the offices of such partys 
In-House Counsel.  Parties reviewing these documents will be provided the following alternatives: (1) 
parties will be provided adequate opportunity to inspect the documents on site; (2) parties may inspect the 
documents on site with the ability to request copies, at cost, of all or some of the documents; or (3) parties 
may request a complete set of the documents at cost, allowing two business days after the request is made 
for receipt of the copies. If a complete set of documents will be requested, parties are encouraged to 
make such requests at the time they submit the Acknowledgment.  This will allow parties the opportunity 
to begin reviewing the documents at the end of the five-day period referred to in paragraph 7 above.  All 
copies of documents that are removed from the Submitting Partys office will be stamped as described 
above and in the following paragraph and must be returned or destroyed in accordance with the terms of 
this Protective Order.
 9.  Use of Confidential Information. Persons obtaining access to Confidential Information 
(including Stamped Confidential Documents) under this Protective Order shall use the information solely 
for the preparation and conduct of this transfer proceeding before the Commission as delimited in this 
paragraph and paragraphs 10, 14, and 15, and any subsequent judicial proceeding arising directly from 
this proceeding and, except as provided herein, shall not use such documents or information for any other 
purpose, including without limitation business, governmental, or commercial purposes, or in other 
administrative, regulatory or judicial proceedings. Should the Commission rely upon or otherwise make 
reference to the contents of any of the Stamped Confidential Documents or Confidential Information in its 
decision in this proceeding, it will do so by redacting any Confidential Information from the public 
version of the decision and by making the unredacted version of the decision available only to a court and 
to those persons entitled to access to Confidential Information under this Protective Order.  
 10.  Permissible Disclosure. Subject to the requirements of paragraph 7, Stamped Confidential 
Documents may be reviewed by Counsel, and Counsel may disclose Stamped Confidential Documents 
and other Confidential Information to: (1) outside consultants or experts retained for the purpose of 
assisting Counsel in this proceeding, provided that, the outside consultants or experts are not involved in 
the analysis underlying the business decisions of any competitor of any Submitting Party nor participate 
directly in those business decisions; (2) paralegals or other employees of such Counsel not described in 
clause 3 of this paragraph assisting Counsel in this proceeding; (3) employees of such Counsel involved 
solely in one or more aspects of organizing, filing, coding, converting, storing, or retrieving documents or 
data or designing programs for handling data connected with this proceeding, or performing other clerical 
or ministerial functions with regard to documents connected with this proceeding; and (4) employees of 
third-party contractors performing one or more of the functions set forth in clause 3 of this paragraph. 
Reviewing Parties may discuss and share the contents of the Stamped Confidential Documents and 
Confidential Information with another Reviewing Party and with the Commission and its staff.  A 
Submitting Partys Stamped Confidential Documents and Confidential Information may also be disclosed 
to employees and Counsel of the Submitting Party. 
11.  Non-Disclosure of Stamped Confidential Documents. Except with the prior written consent 
of the Submitting Party, or as provided under this Protective Order, neither a Stamped Confidential 
Document nor any Confidential Information may be disclosed further.  
Federal Communications Commission DA 07-3135 
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 12.  Protection of Stamped Confidential Documents and Confidential Information. Persons 
described in paragraphs 7 and 10 shall have the obligation to ensure that access to Stamped Confidential 
Documents and Confidential Information is strictly limited as prescribed in this Protective Order. Such 
persons shall further have the obligation to ensure that: (1) Stamped Confidential Documents and 
Confidential Information are used only as provided in this Protective Order; and (2) Stamped Confidential 
Documents are not duplicated except as necessary for filing at the Commission under seal as provided in 
paragraph 14 below.
 
 13.     Requests for Additional Disclosure. If any person requests disclosure of Confidential 
Information outside the terms of this Protective Order, requests will be treated in accordance with 
Sections 0.442 and 0.461 of the Commissions rules.
 14.  Filings with the Commission. Persons described in paragraph 7 and 10 may, in any 
documents that they file in this proceeding, reference Confidential Information, but only if they comply 
with the following procedure:
a. The cover or first page of the filing, and each page of the filing that contains or discloses 
Confidential Information subject to this order must be clearly marked: CONFIDENTIAL 
INFORMATION  SUBJECT TO PROTECTIVE ORDER IN MB DOCKET NO. 07-57 before the 
Federal Communications Commission;
b. One copy of the filing shall be filed with the Secretarys Office. The filing shall be 
accompanied by a cover letter stating CONFIDENTIAL INFORMATION  SUBJECT TO 
PROTECTIVE ORDER IN MB DOCKET NO. 07-57 before the Federal Communications Commission. 
The filing shall be made under seal, and will not be placed in the Commissions public file.
c. Those portions of the filing that constitute Confidential Information shall be clearly 
identifiable as such, so that those portions that are deemed to be Confidential Information are readily 
identifiable based on an examination of the filing.
d. Two redacted copies of the filing containing no Confidential Information (the Redacted 
Confidential Filing) shall also be filed with the Secretarys Office.  Each Redacted Confidential Filing 
shall have the same pagination as the Confidential Filing from which it is derived.  The two copies of the 
Redacted Confidential Filing and their accompanying cover letter shall be stamped REDACTED  FOR 
PUBLIC INSPECTION. The cover letter accompanying the Redacted Confidential Filing shall state that 
the Submitting Party is filing a redacted version of the filing.
e. Two copies of the filing containing Confidential Information and the accompanying 
cover letter shall be delivered in person to Jamila Bess Johnson, Industry Analysis Division, Media 
Bureau, Federal Communications Commission, 445 12th Street, S.W., Washington, D.C. 20554.  In 
addition, a person making a filing containing Confidential Information shall serve a copy on the relevant 
Submitting Party.
f. Parties should not provide courtesy copies of pleadings containing Confidential 
Information to Commission staff unless the Bureau so requests. Any courtesy copies shall be submitted 
under seal.
 15.  Client Consultation. Nothing in this order shall prevent or otherwise restrict Counsel from 
rendering advice to their clients relating to the conduct of this proceeding and any subsequent judicial 
proceeding arising therefrom and, in the course thereof, relying generally on examination of Stamped 
Confidential Documents or Confidential Information; provided, however, that in rendering such advice 
Federal Communications Commission DA 07-3135 
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and otherwise communicating with such client, Counsel shall not disclose Stamped Confidential 
Documents or Confidential Information.
  16.  No Waiver of Confidentiality. Disclosure of Confidential Information as provided herein by 
any person shall not be deemed a waiver by any Submitting Party of any privilege or entitlement to 
confidential treatment of such Confidential Information. Reviewing Parties, by viewing this material 
agree: (1) not to assert any such waiver; (2) not to use Confidential Information to seek disclosure in any 
other proceeding; and (3) that accidental disclosure of Confidential Information by a Submitting Party 
shall not be deemed a waiver of any privilege or entitlement as long as the Submitting Party takes prompt 
remedial action.
 17.  Subpoena by Courts, Departments, or Agencies. If a court, or a federal or state department 
or agency issues a subpoena or orders production of Stamped Confidential Documents or Confidential 
Information that a party has obtained under terms of this Protective Order, such party shall promptly 
notify each Submitting Party of the pendency of such subpoena or order. Consistent with the independent 
authority of any court, department or agency, such notification must be accomplished such that the 
Submitting Party has a full opportunity to oppose such production prior to the production or disclosure of 
any Stamped Confidential Document or Confidential Information.
 18.  Violations of Protective Order. Should a person that has properly obtained access to 
Confidential Information under this Protective Order violate any of its terms, that person shall 
immediately convey that fact to the Commission and to the Submitting Party. Further, should such 
violation consist of improper disclosure of Confidential Information, the violating person shall take all 
necessary steps to remedy the improper disclosure. The Commission retains its full authority to fashion 
appropriate sanctions for violations of this Protective Order, including but not limited to suspension or 
disbarment of Counsel from practice before the Commission, forfeitures, cease and desist orders, and 
denial of further access to Confidential Information in this or any other Commission proceeding. Nothing 
in this Protective Order shall limit any other rights and remedies available to the Submitting Party at law 
or in equity against any person using Confidential Information in a manner not authorized by this 
Protective Order.
 19.  Termination of Proceeding. The provisions of this Protective Order shall not terminate at 
the conclusion of this proceeding. Within two weeks after conclusion of this proceeding and any 
administrative or judicial review, persons described by paragraph 10 shall destroy or return to the 
Submitting Party Stamped Confidential Documents and all copies of the same. No material whatsoever 
derived from Stamped Confidential Documents may be retained by any person having access thereto, 
except Counsel may retain, under the continuing strictures of this Protective Order, two copies of 
pleadings (one of which may be in electronic format) containing Confidential Information prepared in 
whole or in part by that party, and one copy of orders issued by the Commission or Bureau containing 
Confidential Information. All Counsel shall make certification of compliance herewith and shall deliver 
the same to Counsel for the Submitting Party not more than three weeks after conclusion of this 
proceeding. The provisions of this paragraph regarding retention of Stamped Confidential Documents 
and copies of same shall not be construed to apply to the Commission or its staff.
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20.     Authority. This Order is issued pursuant to Sections 4(i), 214(a) and 310(d) of the 
Communications Act of 1934, as amended, 47 U.S.C.  154(i), 214(a) and 310(d), Section 2 of the 
Cable Landing Act, 47 U.S.C.  35, Section 4 of the Freedom of Information Act, 5 U.S.C.  552(b)(4), 
and authority delegated under Section 0.291 of the Commissions rules, 47 C.F.R.  0.291, and is 
effective upon its adoption.
 FEDERAL COMMUNICATIONS COMMISSION
  Monica Shah Desai
 Chief, Media Bureau
Federal Communications Commission DA 07-3135 
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APPENDIX A
Acknowledgment of Confidentiality
MB Docket No. 07-57
 I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in 
the above-captioned proceeding, and I understand it. I agree that I am bound by the Protective Order and 
that I shall not disclose or use Stamped Confidential Documents or Confidential Information except as 
allowed by the Protective Order. I acknowledge that a violation of the Protective Order is a violation of 
an order of the Federal Communications Commission.
 Without limiting the foregoing, to the extent that I have any employment, affiliation, or role with 
any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or 
public interest organization), I acknowledge specifically that my access to any information obtained as a 
result of the Protective Order is due solely to my capacity as Counsel or consultant to a party or other 
person described in paragraph 4 of the foregoing Protective Order and that I will not use such information 
in any other capacity, nor will I disclose such information except as specifically provided in the Protective 
Order.
I hereby certify that I am not involved in competitive decision-making as that term is used in 
the definition of In-House Counsel in paragraph 4 of the Protective Order.
I acknowledge that it is my obligation to ensure that: (1) Stamped Confidential Documents and 
Confidential Information are used only as provided in the Protective Order; and (2) Stamped Confidential 
Documents are not duplicated except as specifically permitted by the terms of the Protective Order.
I certify that I have verified that there are in place procedures at my firm or office to prevent 
unauthorized disclosure of Stamped Confidential Documents or Confidential Information.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them 
in the Protective Order.
 Executed at ________________________ this ___ day of _____________, ____.
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