THIS ASSIGNMENT AND NOVATION AGREEMENT (this "Agreement") is made as of December 5, 2001 by and between XM Satellite Radio Inc. ("Assignor"), a Delaware corporation and wholly-owned subsidiary of XM Satellite Radio Holdings Inc., having its principal place of business at 1500 Eckington Place, N.E., Washington, DC 20002-2194, and XM Satellite Radio Holdings Inc. ("Assignee"), a Delaware corporation, having its principal place of business at 1500 Eckington Place, N.E., Washington, DC 20002-2194, and Boeing Satellite Systems International, Inc. formerly Hughes Space and Communications International, Inc. ("BSSI"), a Delaware corporation having its principal place of business at 2260 E. Imperial Highway, El Segundo, California 90245.

WHEREAS, Assignor and BSSI are parties to a Satellite Purchase Contract for In-Orbit Delivery, dated as of March 23, 1998, which as recently amended and restated and then further amended as of even date herewith immediately prior to giving effect to this Agreement, remains in full force and effect (as amended, amended and restated or otherwise modified to the date hereof, the "Satellite Purchase Contract");

WHEREAS, Assignor desires to transfer and assign to Assignee its rights, duties and obligations under the Satellite Purchase Contract with respect to the Ground Spare Satellite Bus (as defined below), but not with respect to the Ground Spare Satellite Payload (as defined below) or any other Satellite or portion thereof, as more fully set forth on SCHEDULE A hereto (the "Assets");

WHEREAS, Assignee desires to acquire the Assets from Assignor for the consideration set forth below and on the terms and conditions hereinafter set forth;

WHEREAS, Assignor desires to be discharged from the performance of the obligations enumerated in the Satellite Purchase Contract with respect to the Assets and to retain all rights, duties and obligations under the Satellite Purchase Contract with respect to the Ground Spare Satellite Payload and X M-1 and XM-2;

WHEREAS, BSSI is willing to release Assignor from the obligations enumerated in the Satellite Purchase Contract only with respect to the Assets and to consent to Assignee assuming such obligations;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree for themselves, their successors and assigns, as follows:

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