Sirius XM Radio (SIRI)

XM-4 TRANSACTION AGREEMENTS

Agreements that can be terminated by the parties hereto

Lease (parties are XM and Owner Trustee)

Purchase Agreement (parties are Holdings and Owner Trustee)

Service Agreement (parties are XM, Holdings and Owner Trustee)

Security Agreement (parties are XM, Holdings and Owner Trustee)

Consent and Agreement (parties are XM, Holdings, Owner Trustee and Indenture Trustee)

Equity Wrap Agreement (parties are XM 1500 Eckington LLC, XM Investment LLC and Owner Participant)

Competitor List side letter dated as of February 13, 2007, by and among XM, Holdings and the Owner Participant

Competitor OP side letter dated as of February 13, 2007, by and among the Owner Participant, Holdings and XM

Technical Information Side Letter (parties are XM, Holdings, OP, Owner Trustee and Indenture Trustee)

Agreed Methodology Side Letter (parties are XM, Holdings, OP, Owner Trustee and Indenture Trustee)

Deed of Trust, Security Agreement and Fixture Filing effective as of February 13, 2007 by XM 1500 Eckington LLC to the trustee named therein for the benefit of the Owner Participant

Deed of Trust, Security Agreement and Fixture Filing effective as of February 13, 2007 by XM Investment LLC to the trustee named therein for the benefit of the Owner Participant

Assignment of Leases and Rents effective as of February 13, 2007 by XM 1500 Eckington LLC to the Owner Participant

Assignment of Leases and Rents effective as of February 13, 2007 by XM Investment LLC to the Owner Participant

Restricted Account Agreement (Access Restricted Immediately) dated February 8, 2007 among XM 1500 Eckington LLC, the Owner Participant and Wells Fargo Bank

Restricted Account Agreement dated February 8, 2007 among XM Investment LLC, the Owner Participant and Wells Fargo Bank

Environmental Indemnity Agreement dated as of February 13, 2007 by XM 1500 Eckington LLC and Holdings in favor of the Owner Participant

Environmental Indemnity Agreement dated as of February 13, 2007 by XM Investment LLC and Holdings in favor of the Owner Participant

Subordination, Non-Disturbance and Attornment Agreement effective as of February 13, 2007 by XM 1500 Eckington, XM and Owner Participant

Subordination, Non-Disturbance and Attornment Agreement effective as of February 13, 2007 by XM Investment, XM and Owner Participant

Agreements that may not be able to be terminated by the sole action of the parties hereto

Participation Agreement (parties are XM, Holdings, Owner Participant, Owner Trustee, Indenture Trustee and Noteholders)

Telesat Agreement (parties are XM, Holdings, Owner Trustee and Telesat

Agreements that automatically terminate by their terms

Guaranty Agreement (parties are Holdings, XM Equipment Leasing LLC and XM Radio Inc.) (terminates when all of the Guaranteed Obligations (as defined in the Guaranty Agreement) have been paid in full and are not subject to rescission or return)

Owner Participant Guaranty Agreement (parties are GSFS Investments I Corp., XM, Holdings, Owner Trustee, Indenture Trustee and Noteholders) (terminates when all of the Obligations (as defined in the Owner Participant Guaranty Agreement) have been paid in full and are not subject to rescission or return)

Right of First Offer side letter dated as of February 13, 2007, by and between the Goldman, Sachs & Co. and Holdings (terminates simultaneously with the termination of the Lease)