Approved by OMB
3060-0678

FCC APPLICATION FOR SPACE AND EARTH STATION:MOD OR AMD - MAIN FORM

FCC 312 MAIN FORM FOR OFFICIAL USE ONLY
FCC Use Only
APPLICANT INFORMATION
1-8. Legal Name of Applicant
Sirius XM Radio Inc. 202-380-1383
202-380-4981
1221 Avenue of the Americas james.blitz@siriusxm.com
36th Floor
New York NY
USA 10020 -
James S. Blitz
9-16. Name of Contact Representative
Jennifer D. Hindin 202-719-4975
Wiley Rein LLP 202-719-7049
1776 K Street, NW jhindin@wileyrein.com
Washington DC
USA 20006-
Legal Counsel
CLASSIFICATION OF FILING
17. Choose the button next to the classification that applies to this filing for both questions a. and b. Choose only one for 17a and only one for 17b.

a1. Earth Station
a2. Space Station

(N/A) b1. Application for License of New Station
(N/A) b2. Application for Registration of New Domestic Receive-Only Station
b3. Amendment to a Pending Application
b4. Modification of License or Registration
b5. Assignment of License or Registration
b6. Transfer of Control of License or Registration
b7. Notification of Minor Modification
(N/A) b8. Application for License of New Receive-Only Station Using Non-U.S. Licensed Satellite
(N/A) b9. Letter of Intent to Use Non-U.S. Licensed Satellite to Provide Service in the United States
(N/A) b10. Other (Please specify)
(N/A) b11. Application for Earth Station to Access a Non-U.S.satellite Not Currently Authorized to Provide the Proposed Service in the Proposed Frequencies in the United States
(N/A) b12. Application for Database Entry
b13. Amendment to a Pending Database Entry Application
b14. Modification of Database Entry
17c. Is a fee submitted with this application?
If Yes, complete and attach FCC Form 159.

If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114).
Governmental Entity Noncommercial educational licensee
Other(please explain):

17d.
Fee Classification BFY - Space Station Modification(Geostationary)
18. If this filing is in reference to an existing station, enter:
(a) Call sign of station:
S2710
19. If this filing is an amendment to a pending application enter both fields, if this filing is a modification please enter only the file number:
(a) Date pending application was filed:

(b) File number:

SATLOA2006090100096
TYPE OF SERVICE
20. NATURE OF SERVICE: This filing is for an authorization to provide or use the following type(s) of service(s): Select all that apply:

a. Fixed Satellite
b. Mobile Satellite
c. Radiodetermination Satellite
d. Earth Exploration Satellite
e. Direct to Home Fixed Satellite
f. Digital Audio Radio Service
g. Other (please specify)
21. STATUS: Choose the button next to the applicable status. Choose only one.
Common Carrier Non-Common Carrier
22. If earth station applicant, check all that apply.
Using U.S. licensed satellites
Using Non-U.S. licensed satellites
23. If applicant is providng INTERNATIONAL COMMON CARRIER service, see instructions regarding Sec. 214 filings. Choose one. Are these facilities:
Connected to a Public Switched Network Not connected to a Public Switched Network N/A
24. FREQUENCY BAND(S): Place an 'X' in the box(es) next to all applicable frequency band(s).
a. C-Band (4/6 GHz) b. Ku-Band (12/14 GHz)
c.Other (Please specify upper and lower frequencies in MHz.)
Frequency Lower: 2320 Frequency Upper: 2332.5 (Please specify additional frequencies in an attachment)
TYPE OF STATION
25. CLASS OF STATION: Choose the button next to the class of station that applies. Choose only one.
a. Fixed Earth Station
b. Temporary-Fixed Earth Station
c. 12/14 GHz VSAT Network
d. Mobile Earth Station
e. Geostationary Space Station
f. Non-Geostationary Space Station
g. Other (please specify)
26. TYPE OF EARTH STATION FACILITY:
Transmit/Receive Transmit-Only Receive-Only N/A
"For Space Station applications, select N/A."
PURPOSE OF MODIFICATION
27. The purpose of this proposed modification is to: (Place an 'X' in the box(es) next to all that apply.)
a -- authorization to add new emission designator and related service
b -- authorization to change emission designator and related service
c -- authorization to increase EIRP and EIRP density
d -- authorization to replace antenna
e -- authorization to add antenna
f -- authorization to relocate fixed station
g -- authorization to change frequency(ies)
h -- authorization to add frequency
i -- authorization to add Points of Communication (satellites & countries)
j -- authorization to change Points of Communication (satellites & countries)
k -- authorization for facilities for which environmental assessment and
radiation hazard reporting is required
l -- authorization to change orbit location
m -- authorization to perform fleet management
n -- authorization to extend milestones
o -- Other (Please specify)
ENVIRONMENTAL POLICY
28. Would a Commission grant of any proposal in this application or amendment have a significant environmental impact as defined by 47 CFR 1.1307? If YES, submit the statement as required by Sections 1.1308 and 1.1311 of the Commission's rules, 47 C.F.R. 1.1308 and 1.1311, as an exhibit to this application.A Radiation Hazard Study must accompany all applications for new transmitting facilities, major modifications, or major amendments. Yes No

ALIEN OWNERSHIP Earth station applicants not proposing to provide broadcast, common carrier, aeronautical en route or aeronautical fixed radio station services are not required to respond to Items 30-34.
29. Is the applicant a foreign government or the representative of any foreign government? Yes No
30. Is the applicant an alien or the representative of an alien? Yes No N/A
31. Is the applicant a corporation organized under the laws of any foreign government? Yes No N/A
32. Is the applicant a corporation of which more than one-fifth of the capital stock is owned of record or voted by aliens or their representatives or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country? Yes No N/A
33. Is the applicant a corporation directly or indirectly controlled by any other corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country? Yes No N/A
34. If any answer to questions 29, 30, 31, 32 and/or 33 is Yes, attach as an exhibit an identification of the aliens or foreign entities, their nationality, their relationship to the applicant, and the percentage of stock they own or vote.
BASIC QUALIFICATIONS
35. Does the Applicant request any waivers or exemptions from any of the Commission's Rules?
If Yes, attach as an exhibit, copies of the requests for waivers or exceptions with supporting documents.
Yes No

Technical Narrative
36. Has the applicant or any party to this application or amendment had any FCC station authorization or license revoked or had any application for an initial, modification or renewal of FCC station authorization, license, or construction permit denied by the Commission? If Yes, attach as an exhibit, an explination of circumstances. Yes No

37. Has the applicant, or any party to this application or amendment, or any party directly or indirectly controlling the applicant ever been convicted of a felony by any state or federal court? If Yes, attach as an exhibit, an explination of circumstances. Yes No

38. Has any court finally adjudged the applicant, or any person directly or indirectly controlling the applicant, guilty of unlawfully monopolizing or attemptiing unlawfully to monopolize radio communication, directly or indirectly, through control of manufacture or sale of radio apparatus, exclusive traffic arrangement or any other means or unfair methods of competition?If Yes, attach as an exhibit, an explanation of circumstances Yes No

39. Is the applicant, or any person directly or indirectly controlling the applicant, currently a party in any pending matter referred to in the preceding two items? If yes, attach as an exhinit, an explanation of the circumstances. Yes No

40. If the applicant is a corporation and is applying for a space station license, attach as an exhibit the names, address, and citizenship of those stockholders owning a record and/or voting 10 percent or more of the Filer's voting stock and the percentages so held. In the case of fiduciary control, indicate the beneficiary(ies) or class of beneficiaries. Also list the names and addresses of the officers and directors of the Filer.

41. By checking Yes, the undersigned certifies, that neither applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti-Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. Yes No
42a. Does the applicant intend to use a non-U.S. licensed satellite to provide service in the United States? If Yes, answer 42b and attach an exhibit providing the information specified in 47 C.F.R. 25.137, as appropriate. If No, proceed to question 43. Yes No

42b. What administration has licensed or is in the process of licensing the space station? If no license will be issued, what administration has coordinated or is in the process of coordinating the space station?
43. Description. (Summarize the nature of the application and the services to be provided). Sirius XM Radio Inc. ('Sirius XM') seeks authority to operate the FM-5 satellite (call sign S2710) at the 86.15 W.L. orbital location rather than at 96 W.L. Sirius XM also seeks consent to continue transmitting and receiving on all authorized frequencies during the drift. Finally, Sirius XM seeks to renew its license for an additional eight year term, through August 25, 2025.Narrative & Exhibits
43a. Geographic Service Rule Certification
By selecting A, the undersigned certifies that the applicant is not subject to the geographic service or geographic coverage requirements specified in 47 C.F.R. Part 25.
A

By selecting B, the undersigned certifies that the applicant is subject to the geographic service or geographic coverage requirements specified in 47 C.F.R. Part 25 and will comply with such requirements.
B

By selecting C, the undersigned certifies that the applicant is subject to the geographic service or geographic coverage requirements specified in 47 C.F.R. Part 25 and will not comply with such requirements because it is not feasible as a technical matter to do so, or that, while technically feasible, such services would require so many compromises in satellite design and operation as to make it economically unreasonable. A narrative description and technical analysis demonstrating this claim are attached.
C
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CERTIFICATION
The Applicant waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and requests an authorization in accordance with this application. The applicant certifies that grant of this application would not cause the applicant to be in violation of the spectrum aggregation limit in 47 CFR Part 20. All statements made in exhibits are a material part hereof and are incorporated herein as if set out in full in this application. The undersigned, individually and for the applicant, hereby certifies that all statements made in this application and in all attached exhibits are true, complete and correct to the best of his or her knowledge and belief, and are made in good faith.
44. Applicant is a (an): (Choose the button next to applicable response.)

Individual
Unincorporated Association
Partnership
Corporation
Governmental Entity
Other (please specify)
45. Name of Person Signing
James S. Blitz
46. Title of Person Signing
VP, Regulatory Counsel
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT
(U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION
(U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).


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