Sirius XM Radio (SIRI)

BILL OF SALE AND TERMINATION AGREEMENT

This BILL OF SALE AND TERMINATION AGREEMENT (the “Agreement”) is hereby made and entered into as of September 15, 2008, between XM Satellite Radio Inc., a Delaware corporation (“XM”); XM Satellite Radio Holdings Inc., a Delaware corporation (“Holdings”); Satellite Leasing (702-4), LLC, a Delaware limited liability company (the “Owner Participant”); Wells Fargo Bank Northwest, National Association, a national banking association, not in its individual capacity, but solely in its capacity as Owner Trustee (the “Owner Trustee”) under the Trust Agreement; Satellite Leasing Trust (702-4), LLT (the “Trust”); and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely in its capacity as Indenture Trustee (the “Indenture Trustee”) for and on behalf of parties who are Noteholders. XM Equipment Leasing LLC, a Delaware limited liability company (“XM Leasing”); XM Radio Inc., a Delaware corporation (“XM License”), XM 1500 Eckington LLC, a Delaware limited liability company (“XM 1500 Eckington”), and XM Investment LLC, a Delaware limited liability company (“XM Investment”), are signing this Agreement solely for the purposes of Section 3 hereof as applied to those XM-4 Transaction Agreements to which they are parties.