Exhibit No. 5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made as of December 10,
1997 by and between Kingston Communications International Limited ("KCI"), a
company organized and existing under the laws of England and Wales ("Assignor"),
and Kingston Communications (Hull) PLC ("KCH"), a company organized and existing
under the laws of England and Wales ("Assignee").
RECITALS:
WHEREAS, Assignor owns 11,215 shares of Series C 6% Cumulative
Convertible Redeemable Preferred Stock (the "Shares") of Orion Network Systems,
Inc. ("ONS"); and
WHEREAS, Assignor, a subsidiary of Assignee, entered into (i) that
certain Section 351 Exchange Agreement and Plan of Conversion dated as of June
__, 1996, as amended by and among Assignor, International Private Satellite
Partners, L.P., ONS, Orion Satellite Corporation, British Aerospace
Communications, Inc., Com Dev Satellite Communications Limited, Lockheed Xxxxxx
Commercial Launch Services, Inc., MCN SAT US, Inc. and Trans-Atlantic
Satellite, Inc. (the "Exchange Agreement"); (ii) that certain Registration
Rights Agreement dated as of January 31, 1997 by and among Assignor,
International Private Satellite Partners, L.P., ONS, Orion Satellite
Corporation, British Aerospace Communications, Inc., Com Dev Satellite
Communications Limited, Lockheed Xxxxxx Commercial Launch Services, Inc., MCN
SAT US, Inc. and Trans-Atlantic Satellite, Inc. (the "Registration Rights
Agreement"); and (iii) that certain Resale Restrictions Agreement dated January
31, 1997 by and between the Assignor and ONS (the "Resale Restrictions
Agreement"); and
WHEREAS, Assignor desires to assign and transfer immediately to
Assignee all of its rights, title and interest in the Shares, the Exchange
Agreement, the Registration Rights Agreement and the Resale Restrictions
Agreement subject to the assumption by Assignee of all of Assignor's obligations
thereunder; and
WHEREAS, Assignee deems it desirable to accept from Assignor the
assignment of the Shares, the Exchange Agreement, the Registration Rights
Agreement, and the Resale Restrictions Agreement, and to assume all of
Assignor's obligations thereunder;
NOW, THEREFORE, in consideration of the mutual promises and in
accordance with the terms set forth herein and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns to Assignee, its successors and assigns,
all of its rights, title and interest in and to the Exchange Agreement, the
Registration Rights Agreement, the Resale Restrictions Agreement, and all of the
rights accruing thereunder.
2. Assignee hereby accepts such assignment and assumes and agrees to
timely perform all of Assignor's obligations under the Exchange Agreement, the
Registration Rights Agreement and the Resale Restrictions Agreement.
3. Assignor and Assignee shall, at any time and from time to time
hereafter, without further consideration, do, execute, acknowledge, deliver and
file, or cause to be done, executed, acknowledged, delivered and filed, all such
further acts, agreements, deeds, transfers, consents, assignments or assurances
as may be necessary or appropriate to consummate the transactions contemplated
hereunder, including, but not limited to, the execution by the Assignee of an
addendum agreement in accordance with the terms of the Resale Restrictions
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed by their respective
representatives thereunto duly authorized as of the date first above written.
KINGSTON COMMUNICATIONS INTERNATIONAL LTD
By: /s/ Xxxx P.C. Xxxxxx
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Name: Xxxx P.C. Xxxxxx
Title: Corporate Secretary
KINGSTON COMMUNICATIONS (HULL) PLC
By: /s/ Xxxx P.C. Xxxxxx
-------------------------
Name: Xxxx P.C. Xxxxxx
Title: Corporate Secretary
