<Page>

                                                                   Exhibit 10.2

                                                                  EXECUTION COPY
                                                                    LOAN #4010-7





================================================================================




                               SECURITY AGREEMENT

                                   dated as of

                                December 5, 2001

                                     between

                        XM SATELLITE RADIO HOLDINGS INC.

                                       and

                       BOEING CAPITAL SERVICES CORPORATION





================================================================================




<Page>

                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                                               PAGE


<S>                                                                                                              <C>
ARTICLE I DEFINITIONS.............................................................................................1
         1.01     CUSTOMER CREDIT AGREEMENT.......................................................................1
         1.02     UCC TERMS.......................................................................................1
         1.03     CERTAIN DEFINED TERMS...........................................................................1
         1.04     INTERPRETATION..................................................................................2
         1.05     CAPTIONS........................................................................................2

ARTICLE II REPRESENTATIONS AND WARRANTIES.........................................................................2

ARTICLE III COLLATERAL............................................................................................3
         3.01     COLLATERAL......................................................................................3

ARTICLE IV FURTHER ASSURANCES; REMEDIES...........................................................................4
         4.01     DELIVERY AND OTHER PERFECTION...................................................................4
         4.02     OTHER FINANCING STATEMENTS AND LIENS............................................................4
         4.03     PRESERVATION OF RIGHTS..........................................................................5
         4.04     SPECIAL PROVISIONS RELATING TO THE ASSIGNED AGREEMENTS..........................................5
         4.05     EVENTS OF DEFAULT, ETC..........................................................................5
         4.06     DEFICIENCY......................................................................................6
         4.07     LOCATIONS; NAMES................................................................................6
         4.08     PRIVATE SALE....................................................................................6
         4.09     APPLICATION OF PROCEEDS.........................................................................6
         4.10     ATTORNEY-IN-FACT................................................................................7
         4.11     PERFECTION......................................................................................7
         4.12     TERMINATION.....................................................................................7
         4.13     FURTHER ASSURANCES..............................................................................7

ARTICLE V MISCELLANEOUS...........................................................................................8
         5.01     NOTICES.........................................................................................8
         5.02     NO WAIVER.......................................................................................8
         5.03     AMENDMENTS, ETC.................................................................................8
         5.04     EXPENSES........................................................................................8
         5.05     SUCCESSORS AND ASSIGNS..........................................................................9
         5.06     COUNTERPARTS....................................................................................9
         5.07     GOVERNING LAW; JURISDICTION; ETC................................................................9
         5.08     WAIVER OF JURY TRIAL............................................................................9
         5.09     AGENTS AND ATTORNEYS-IN-FACT...................................................................10
         5.10     SEVERABILITY...................................................................................10

</Table>


                               Security Agreement
<Page>



SECURITY AGREEMENT, dated as of December 5, 2001 (this "AGREEMENT") between XM
SATELLITE RADIO HOLDINGS INC., a corporation formed under the laws of Delaware
(the "CUSTOMER") and BOEING CAPITAL SERVICES CORPORATION, a corporation formed
under the laws of Delaware, as Lender under the Customer Credit Agreement
referred to below (the "LENDER") for the benefit of the Lender and its
successors and any other Person that becomes a Lender under the Customer Credit
Agreement referred to below pursuant to Section 8.04 of the Customer Credit
Agreement.

The Customer and the Lender are parties to the Customer Credit Agreement dated
as of December 5, 2001 (as modified and amended from time to time, the "CUSTOMER
CREDIT AGREEMENT"), providing, subject to the terms and conditions thereof, for
the extension of credit to be made by the Lender to the Customer in an aggregate
principal amount not exceeding Thirty Five Million Dollars ($35,000,000).

To induce the Lender to enter into the Customer Credit Agreement and to extend
credit thereunder, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Customer has agreed to
grant a security interest in the Collateral (as hereinafter defined) as security
for the Secured Obligations (as so defined). Accordingly, the parties hereto
agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

1.01     CUSTOMER CREDIT AGREEMENT. Unless otherwise defined herein, terms
         defined in the Customer Credit Agreement are used herein as defined
         therein. In addition, capitalized terms used in the preamble hereto
         shall have the respective meanings given thereto, and as used herein:

1.02     UCC TERMS. The terms "Accounts", "Chattel Paper", "Deposit Account",
         "Document", "Electronic Chattel Paper", "Equipment", "Fixture",
         "General Intangible", "Goods", "Instrument", "Inventory", "Investment
         Property", "Letter-of-Credit Right", "Payment Intangible", "Proceeds"
         and "Software" have the respective meanings ascribed thereto in Article
         9 of the UCC.

1.03     CERTAIN DEFINED TERMS.  AS USED HEREIN:

         "AGREEMENT" has the meaning given to that term in the first
         introductory paragraph of this Agreement.

         "ASSIGNED AGREEMENTS" means the SPA Assignment and the Ground Spare
         Satellite Bus Provisions of the Satellite Purchase Agreement.

         "COLLATERAL" has the meaning given to that term in Article 3.


                               Security Agreement

                                      1
<Page>


         "CUSTOMER" has the meaning given to that term in the first introductory
         paragraph of this Agreement.

         "CUSTOMER CREDIT AGREEMENT" has the meaning given to that term in the
         second introductory paragraph of this Agreement.

         "LENDER" has the meaning given to that term in the first introductory
         paragraph of this Agreement.

         "SECURED OBLIGATIONS" means, collectively, (a) the principal of and
         interest on the Loans and all other amounts whatsoever now or hereafter
         from time to time owing by the Customer to the Lender under the Loan
         Documents, and (b) all present and future obligations of the Customer
         to the Lender hereunder.

         "UCC" means the Uniform Commercial Code as in effect from time to time
         in the State of New York.

1.04     INTERPRETATION. The terms used herein shall be interpreted in
         accordance with the provisions of Section 1.02 of the Customer Credit
         Agreement, which shall apply equally to this Agreement MUTATIS
         MUTANDIS.

1.05     CAPTIONS. The table of contents and caption and section headings
         appearing herein are included solely for reference and are not intended
         to affect the interpretation of any provision of this Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

The Customer represents and warrants to the Lender that:

(a)      TITLE AND PROPERTY. It is the sole beneficial owner of the Collateral
         in which it purports to grant a security interest pursuant to Article
         III, and no Lien exists upon such Collateral, except for Liens
         permitted under Section 6.02 of the Customer Credit Agreement and
         except for the security interest in favor of the Lender created
         pursuant hereto. The security interest created pursuant hereto
         constitutes a valid and perfected security interest in the Collateral
         in which the Customer purports to grant a security interest pursuant to
         Article III, subject to no equal or prior Lien except as expressly
         permitted by Section 6.02 of the Customer Credit Agreement.


                               Security Agreement

                                      2
<Page>


(b)      NAMES, ETC.

         (i)      The full and correct legal name, type of organization,
                  jurisdiction of organization, organizational ID number (if
                  applicable) and mailing address of the Customer as of the date
                  hereof are correctly set forth in ANNEX 1.

         (ii)     ANNEX 1 correctly specifies the place of business of the
                  Customer or, if the Customer has more than one place of
                  business, the location of the chief executive office of the
                  Customer.

(c)      CHANGES IN CIRCUMSTANCES. The Customer has not (a) within the period of
         four months prior to the date hereof, changed its location (as defined
         in Section 9-307 of the UCC), (b) except as specified in ANNEX 1,
         heretofore changed its name, or (c) except as specified in ANNEX 2,
         heretofore become a "new debtor" (as defined in Section 9-102(a)(56) of
         the UCC) with respect to a currently effective security agreement
         previously entered into by any other Person.

(d)      FAIR LABOR STANDARDS ACT.  Any Goods now or hereafter produced by the
         Customer included in the Collateral have been and will be produced in
         compliance with the requirements of the Fair Labor Standards Act, as
         amended.

                                  ARTICLE III
                                   COLLATERAL

3.01     COLLATERAL. As collateral security for the prompt payment in full when
         due (whether at stated maturity, by acceleration or otherwise) of the
         Secured Obligations, whether now existing or hereafter from time to
         time arising, the Customer hereby grants to the Lender as hereinafter
         provided, a security interest in all of the Customer's right, title and
         interest in, to and under the following property, assets and revenues,
         whether now owned by the Customer or hereafter acquired and whether now
         existing or hereafter coming into existence (all of the property,
         assets and revenues described in this Article III being collectively
         referred to herein as the "COLLATERAL"):

         (a)      all rights, title and interest of the Customer in and to the
                  Ground Spare Satellite Bus under the Ground Spare Satellite
                  Bus Provisions of the Satellite Purchase Agreement, as
                  assigned to the Customer in accordance with the SPA
                  Assignment;

         (b)      all rights, title and interest of the Customer in, to and
                  under the Assigned Agreements;

         (c)      all rights, title and interest of the Customer in and to
                  proceeds of insurance maintained pursuant to Section 5.06 of
                  the Customer Credit Agreement in respect of which the Lender
                  is required by Section 5.06(b) of the Customer Credit
                  Agreement to be named as loss payee; and


                               Security Agreement

                                      3

<Page>


         (d)      all Proceeds, products, offspring, accessions, rents, profits,
                  income, benefits, substitutions and replacements of and to any
                  of the Collateral and, to the extent related to any
                  Collateral, all books, correspondence, credit files, records,
                  invoices and other papers (including without limitation all
                  tapes, cards, computer runs and other papers and documents in
                  the possession or under the control of the Customer or any
                  computer bureau or service company from time to time acting
                  for the Customer).

                                   ARTICLE IV

                          FURTHER ASSURANCES; REMEDIES

4.01     DELIVERY AND OTHER PERFECTION.  The Customer shall:

         (a)      give, execute, deliver, file, record, authorize or obtain all
                  such financing statements, notices, instruments, documents,
                  agreements or consents or other papers as may be necessary or
                  desirable in the judgment of the Lender to create, preserve,
                  perfect or validate the security interest granted pursuant
                  hereto or to enable the Lender to exercise and enforce its
                  rights hereunder with respect to such pledge and security
                  interest (and the Customer hereby authorizes the Lender to
                  file such financing statements in accordance herewith);

         (b)      keep full and accurate books and records relating to the
                  Collateral, and stamp or otherwise mark such books and records
                  in such manner as the Lender may reasonably require in order
                  to reflect the security interests granted by this Agreement;
                  and

         (c)      permit representatives of the Lender, upon reasonable notice,
                  at any time during normal business hours to inspect and make
                  abstracts from its books and records pertaining to the
                  Collateral, and permit representatives of the Lender to be
                  present at the Customer's place of business to receive copies
                  of all communications and remittances relating to the
                  Collateral, and forward copies of any notices or
                  communications received by the Customer with respect to the
                  Collateral, all in such manner as the Lender may require.

4.02     OTHER FINANCING STATEMENTS AND LIENS. Except as otherwise permitted
         under Section 6.02 of the Customer Credit Agreement, without the prior
         written consent of the Lender, the Customer shall not file or cause to
         be on file, or authorize to be filed or to be on file, in any
         jurisdiction, any financing statement or like instrument with respect
         to any of the Collateral in which the Lender is not named as the sole
         secured party. The Customer shall make reasonable efforts to remove any
         financing statements or like instruments erroneously filed with respect
         to the Collateral.

                               Security Agreement

                                      4


<Page>


4.03     PRESERVATION OF RIGHTS.  The Lender shall not be required to take steps
         necessary to preserve any rights against prior parties to any of the
         Collateral.

4.04     SPECIAL PROVISIONS RELATING TO THE ASSIGNED AGREEMENTS.

         (a)      The Customer shall remain liable to perform its respective
                  duties and obligations under the Assigned Agreements in
                  accordance with its terms to the same extent as if this
                  Agreement had not been executed and delivered. The exercise by
                  the Lender of any right, remedy, power or privilege in respect
                  of this Agreement shall not release the Customer from any of
                  its duties and obligations under the Assigned Agreements. The
                  Lender shall not have any duty, obligation or liability under
                  the Assigned Agreements included in the Collateral by reason
                  of this Agreement or any other Loan Document, and the Lender
                  shall not be obligated to perform any of the duties or
                  obligations of the Customer under the Assigned Agreements or
                  to take any action to collect or enforce any claim (for
                  payment) under the Assigned Agreements.

         (b)      No Lien granted by this Agreement in the Customer's right,
                  title and interest in the Assigned Agreements shall be deemed
                  to be a consent by the Lender to the Assigned Agreements.

4.05     EVENTS OF DEFAULT, ETC.  During the period during which an Event of
         Default shall have occurred and be continuing:

         (a)      the Customer shall, at the request of the Lender, assemble the
                  Collateral owned by it at such place or places, reasonably
                  convenient to both the Lender and the Customer, designated in
                  its request;

         (b)      the Lender may make any reasonable compromise or settlement
                  deemed desirable with respect to any of the Collateral and may
                  extend the time of payment, arrange for payment in
                  installments, or otherwise modify the terms of, any of the
                  Collateral;

         (c)      the Lender shall have all of the rights and remedies with
                  respect to the Collateral of a secured party under the Uniform
                  Commercial Code (whether or not said Code is in effect in the
                  jurisdiction where the rights and remedies are asserted) and
                  such additional rights and remedies to which a secured party
                  is entitled under the laws in effect in any jurisdiction where
                  any rights and remedies hereunder may be asserted, including,
                  without limitation, the right, to the fullest extent permitted
                  by applicable law, to exercise all voting, consensual and
                  other powers of ownership pertaining to the Collateral as if
                  the Lender were the sole and absolute owner thereof (and the
                  Customer agrees to take all such action as may be appropriate
                  to give effect to such right);

         (d)      the Lender in its discretion may, in its name or in the name
                  of the Customer or otherwise, demand, sue for, collect or
                  receive any money or property at any time

                               Security Agreement

                                      5
<Page>


                  payable or receivable on account of or in exchange for any of
                  the Collateral, but shall be under no obligation to do so; and

         (e)      the Lender, upon ten Business Days' prior written notice to
                  the Customer of the time and place, with respect to the
                  Collateral or any part thereof that shall then be or shall
                  thereafter come into the possession, custody or control of the
                  Lender or any of its respective agents, sell, lease, assign or
                  otherwise dispose of all or any part of such Collateral, at
                  such place or places as the Lender deems best, and for cash or
                  for credit or for future delivery (without thereby assuming
                  any credit risk), at public or private sale, without demand of
                  performance or notice of intention to effect any such
                  disposition or of the time or place thereof (except such
                  notice as is required above or by applicable statute and
                  cannot be waived), and the Lender or anyone else may be the
                  purchaser, lessee, assignee or recipient of any or all of the
                  Collateral so disposed of at any public sale (or, to the
                  extent permitted by law, at any private sale) and thereafter
                  hold the same absolutely, free from any claim or right of
                  whatsoever kind, including any right or equity of redemption
                  (statutory or otherwise), of the Customer, any such demand,
                  notice and right or equity being hereby expressly waived and
                  released. The Lender may, without notice or publication,
                  adjourn any public or private sale or cause the same to be
                  adjourned from time to time by announcement at the time and
                  place fixed for the sale, and such sale may be made at any
                  time or place to which the sale may be so adjourned.

         The Proceeds of each collection, sale or other disposition under this
         Section 4.05, shall be applied in the manner specified in Section 4.09.

4.06     DEFICIENCY. If the proceeds of sale, collection or other realization of
         or upon the Collateral pursuant to Section 4.05 are insufficient to
         cover the costs and expenses of such realization and the payment in
         full of the Secured Obligations, the Customer shall remain liable for
         any deficiency.

4.07     LOCATIONS; NAMES. Without at least 30 days' prior written notice to the
         Lender, the Customer shall not change its location (as defined in
         Section 9-307 of the UCC) or change its name from the name shown as its
         current legal name on ANNEX 1.

4.08     PRIVATE SALE. The Lender shall not incur any liability as a result of
         the sale of the Collateral, or any part thereof, at any private sale
         pursuant to Section 4.05 conducted in a commercially reasonable manner.
         The Customer hereby waives any claims against the Lender arising by
         reason of the fact that the price at which the Collateral may have been
         sold at such a private sale was less than the price that might have
         been obtained at a public sale or was less than the aggregate amount of
         the Secured Obligations, even if the Lender accepts the first offer
         received and does not offer the Collateral to more than one offeree.

4.09     APPLICATION OF PROCEEDS. Except as otherwise herein expressly provided,
         the Proceeds of any collection, sale or other realization of all or any
         part of the Collateral pursuant

                               Security Agreement

                                      6
<Page>


         hereto, and any other cash at the time held by the Lender under this
         Section 4, shall be applied by the Lender:

         FIRST, to the payment of the costs and expenses of such collection,
         sale or other realization, including reasonable out-of-pocket costs and
         expenses of the Lender and the fees and expenses of its agents and
         counsel, and all expenses incurred and advances made by the Lender in
         connection therewith;

         NEXT, to the payment in full of the Secured Obligations; and

         FINALLY, to the payment to the Customer, or its successor or assign, or
         as a court of competent jurisdiction may direct, of any surplus then
         remaining.

4.10     ATTORNEY-IN-FACT. Without limiting any rights or powers granted by this
         Agreement to the Lender while no Event of Default has occurred and is
         continuing, upon the occurrence and during the continuance of any Event
         of Default the Lender is hereby appointed the attorney-in-fact of the
         Customer for the purpose of carrying out the provisions of this Section
         4 and taking any action and executing any instruments that the Lender
         may deem necessary or advisable to accomplish the purposes hereof,
         which appointment as attorney-in-fact is irrevocable and coupled with
         an interest. Without limiting the generality of the foregoing, so long
         as the Lender shall be entitled under this Section 4 to make
         collections in respect of the Collateral, the Lender shall have the
         right and power to receive, endorse and collect all checks made payable
         to the order of the Customer representing any dividend, payment or
         other distribution in respect of the Collateral or any part thereof and
         to give full discharge for the same.

4.11     PERFECTION. Prior to or concurrently with the execution and delivery of
         this Agreement, the Customer shall file such financing statements and
         other documents in such offices as the Lender may request to perfect
         the security interests granted by Section 3 of this Agreement.

4.12     TERMINATION. When all Secured Obligations shall have been paid in full,
         this Agreement shall terminate, and the Lender shall forthwith cause to
         be assigned, transferred and delivered, against receipt but without any
         recourse, warranty or representation whatsoever, any remaining
         Collateral and money received in respect thereof, to or on the order of
         the Customer. The Lender shall also execute and deliver to the Customer
         upon such termination such Uniform Commercial Code termination
         statements and such other documentation as shall be reasonably
         requested by the Customer to effect the termination and release of the
         Liens on the Collateral.

4.13     FURTHER ASSURANCES. The Customer agrees that, from time to time upon
         the written request of the Lender, it will execute and deliver such
         further documents and do such other acts and things as the Lender may
         reasonably request in order fully to effect the purposes of this
         Agreement.

                               Security Agreement


                                       7
<Page>


                                   ARTICLE V

                                  MISCELLANEOUS

5.01     NOTICES. All notices, requests, consents and demands hereunder shall be
         in writing and shall be delivered by hand or overnight courier service,
         mailed by certified or registered mail or sent by telecopy to the
         intended recipient at the "Address for Notices" specified beneath its
         name on the signature pages hereto or, as to either party, at such
         other address as shall be designated by such party in a notice to each
         other party. Except as otherwise provided in this Agreement, all such
         communications shall be deemed to have been duly given on the date of
         receipt.

5.02     NO WAIVER. No failure on the part of the Lender to exercise, and no
         delay in exercising, and no course of dealing with respect to, any
         right, power or privilege hereunder shall operate as a waiver thereof;
         nor shall any single or partial exercise by the Lender of any right,
         power or privilege hereunder preclude any other or further exercise
         thereof or the exercise of any other right, power or privilege. The
         remedies herein are cumulative and are not exclusive of any remedies
         provided by law.

         The Customer irrevocably waives, to the fullest extent permitted by
         applicable law, any claim that any action or proceeding commenced by
         the Lender relating in any way to this Agreement should be dismissed or
         stayed by reason, or pending the resolution, of any action or
         proceeding commenced by the Customer relating in any way to this
         Agreement whether or not commenced earlier.

5.03     AMENDMENTS, ETC.  The terms of this Agreement may be waived, altered or
         amended only by an instrument in writing duly executed by the Customer
         and the Lender. Any such amendment or waiver shall be binding upon the
         Lender and the Customer.

5.04     EXPENSES. The Customer agrees to reimburse the Lender for all
         reasonable costs and expenses incurred by them (including, without
         limitation, the reasonable fees and expenses of legal counsel) in
         connection with (i) any Default and any enforcement or collection
         proceeding resulting therefrom, including, without limitation, all
         manner of participation in or other involvement with (w) performance by
         the Lender of any obligations of the Customer in respect of the
         Collateral that the Customer has failed or refused to perform, (x)
         bankruptcy, insolvency, receivership, foreclosure, winding up or
         liquidation proceedings, or any actual or attempted sale, or any
         exchange, enforcement, collection, compromise or settlement in respect
         of any of the Collateral, and for the care of the Collateral and
         defending or asserting rights and claims of the Lender in respect
         thereof, by litigation or otherwise, including expenses of insurance,
         (y) judicial or regulatory proceedings and (z) workout, restructuring
         or other negotiations or proceedings (whether or not the workout,
         restructuring or transaction contemplated thereby is consummated) and
         (ii) the enforcement of this Section 5.04, and all such costs and
         expenses shall be Secured Obligations entitled to the benefits of the
         collateral security provided pursuant to Article III.

                               Security Agreement

                                       8
<Page>

5.05     SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
         to the benefit of the respective successors and assigns of the Customer
         and the Lender, (PROVIDED, HOWEVER, that the Customer shall not assign
         or transfer its rights or obligations hereunder without the prior
         written consent of the Lender).

5.06     COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, all of which taken together shall constitute one and the
         same instrument and any of the parties hereto may execute this
         Agreement by signing any such counterpart.

5.07     GOVERNING LAW; JURISDICTION; ETC.

               (a) GOVERNING LAW.  This Agreement shall be governed by, and
         construed in accordance with, the law of the State of New York.

               (b) SUBMISSION TO JURISDICTION.  The Customer hereby
         irrevocably and unconditionally submits to the non-exclusive
         jurisdiction of the United States District Court for the Southern
         District of New York and of the Supreme Court of the State of New
         York sitting in New York County and any appellate court therefrom in
         any action or proceedings arising out of or relating to this
         Agreement, or for recognition or enforcement of any judgment, and
         each of the parties hereto hereby irrevocably and unconditionally
         agrees that all claims in respect of any such action or proceeding
         may be heard and determined in such New York State or, to the extent
         permitted by law, in such Federal court. Each of the parties hereto
         agrees that a final judgment in any such action or proceeding shall
         be conclusive and may be enforced in other jurisdictions by suit on
         the judgment or in any other manner provided by law. Nothing in this
         Agreement shall affect any right that the Lender may otherwise have
         to bring any action or proceeding relating to this Agreement against
         the Customer or its properties in the courts of any jurisdiction.

               (c) WAIVER OF VENUE. The Customer hereby irrevocably and
         unconditionally waives, to the fullest extent it may legally and
         effectively do so, any objection which it may now or hereafter have
         to the laying of venue of any suit, action or proceeding arising out
         of or relating to this Agreement in any court referred to in
         paragraph (b) of this Section. Each of the parties hereto hereby
         irrevocably waives, to the fullest extent permitted by law, the
         defense of an inconvenient forum to the maintenance of such action
         or proceeding in any such court.

               (d) SERVICE OF PROCESS. Each party to this Agreement
         irrevocably consents to service of process in the manner provided
         for notices in Section 5.01. Nothing in this Agreement will affect
         the right of any party to this Agreement to serve process in any
         other manner permitted by law.

5.08     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
         EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
         JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
         RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
         (WHETHER BASED ON

                               Security Agreement

                                       9
<Page>


         CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
         THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
         REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
         IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
         (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
         TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
         AND CERTIFICATIONS IN THIS SECTION.

5.09     AGENTS AND ATTORNEYS-IN-FACT. The Lender may employ agents and
         attorneys-in-fact in connection herewith and shall not be responsible
         for the negligence or misconduct of any such agents or
         attorneys-in-fact selected by it in good faith.

5.10     SEVERABILITY. Any provision of this Agreement held to be invalid,
         illegal or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such invalidity,
         illegality or unenforceability without affecting the validity, legality
         and enforceability of the remaining provisions hereof; and the
         invalidity of a particular provision in a particular jurisdiction shall
         not invalidate such provision in any other jurisdiction.

                               Security Agreement


                                       10
<Page>




IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered as of the day and year first above written.



                                           XM SATELLITE RADIO HOLDINGS INC.



                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:

                                           Address for Notices:

                                           1500 Eckington Place NE
                                           Washington, DC  20002
                                           Attention:  Heinz Stubblefield
                                           Telecopy:  (202) 380-4500
                                           Telephone:  (202) 380-4000



                               Security Agreement

                                       S-1
<Page>





                                        BOEING CAPITAL SERVICES CORPORATION



                                        By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                        Address for Notices:

                                        500 Naches Avenue SW, Third Floor
                                        Renton, WA  98055
                                        Attention:      Mr. Christopher M. Cook
                                        Telecopy:       (425) 393-1002
                                        Telephone:      (425) 393-0835




                               Security Agreement

                                      S-2
<Page>




                                                              Annex 1 to the
                                                              Security Agreement



                                 FILING DETAILS


CURRENT LEGAL NAME:             XM Satellite Radio Holdings Inc.



TYPE OF ORGANIZATION:           corporation


JURISDICTION OF ORGANIZATION:   Delaware



ORGANIZATIONAL ID NUMBER:       54-1878819 (EIN)



CURRENT MAILING ADDRESS:        1500 Eckington Place, N.E., Washington, DC 20002



PLACE OF BUSINESS:              1500 Eckington Place, N.E., Washington, DC 20002



LOCATION OF GOODS:



FORMER LEGAL NAME(S):      none



                               Security Agreement

                                      S-3

<Page>


                                                                 Annex 2 to the
                                                             Security Agreement

                               "NEW DEBTOR" EVENTS


The Customer granted a Limited Recourse Obligations Guaranty, dated as of August
24, 2001, in favor of Fremont Investment & Loan in connection with the Loan and
Security Agreement, dated as of August 24, 2001, by and between XM 1500
Eckington LLC and Fremont Investment & Loan.














                               Security Agreement

                                      S-4