EXHIBIT 99.3 EXECUTION COPY ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 15, 2004, is hereby entered into by and among General Motors Corporation, a Delaware corporation ("GM"),...Assignment and Assumption Agreement • December 17th, 2004 • General Motors Corp • Motor vehicles & passenger car bodies • Delaware
EXHIBIT 99.1 EXECUTION COPY CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement"), dated as of December 15, 2004, is hereby entered into by and between General Motors Corporation, a Delaware corporation ("GM"), and United States Trust...Contribution Agreement • December 17th, 2004 • General Motors Corp • Motor vehicles & passenger car bodies • Delaware
Lock-Up AgreementLock-Up Agreement • December 17th, 2004 • General Motors Corp • Motor vehicles & passenger car bodies
The undersigned understands that Bear, Stearns & Co. Inc., as representatives of the several initial purchasers (the "Initial Purchasers"), propose to enter into Purchase Agreement with XM Satellite Radio Holdings Inc., a Delaware corporation (the "Company"), providing for a private offering (the "Offering") of an aggregate principal amount of $300,000,000 convertible notes due 2009 of the Company. The undersigned is a holder of securities of the Company and wishes to facilitate the Offering and recognizes that the Offering will be of benefit to the undersigned.
