Exhibit (c)(5)
EXECUTION COPY
Assignment Agreement
April 7, 1999
Reference is hereby made to (a) the Agreement and Plan of Merger
dated as of March 1, 1999 (the "Merger Agreement"), among RELTEC
Corporation, a Delaware corporation (the "Company"), GEC Incorporated, a
Delaware corporation ("Parent") and GEC Acquisition Corp. (formerly known
as Xxxxxx Acquisition Corp.), a Delaware corporation ("GEC Acquisition"),
and (b) the Stockholder Agreement and Proxy dated as of March 1, 1999 (the
"Stockholder Agreement"), among Parent, GEC Acquisition and the limited
partnerships affiliated with KKR Associates, L.P. whose names are set forth
on the signature pages thereof. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Merger
Agreement.
Section 9.2 of the Merger Agreement permits GEC Acquisition to
assign its rights and obligations thereunder (including its right to
purchase Shares in the Offer) in whole or in part to any direct or indirect
subsidiary of GEC, p.l.c. (or the successor to the non-defense business of
GEC, p.l.c.); provided that such transferee agrees in writing to be bound
by the Merger Agreement and that no such assignment shall relieve Parent or
GEC Acquisition of its obligations under the Merger Agreement if such
assignee does not perform such obligations.
Section 13 of the Stockholder Agreement permits GEC Acquisition
to assign its rights and obligations thereunder to any direct or indirect
wholly owned subsidiary of GEC, p.l.c.; provided that no such assignment
shall relieve either Parent or GEC Acquisition from its obligations under
the Stockholder Agreement.
GEC Acquisition hereby assigns all of its rights and obligations
under the Merger Agreement and the Stockholder Agreement to GPT (USA) Inc.
("GPT (USA)"), an indirect wholly owned subsidiary of GEC, p.l.c. Each of
Parent and GEC Acquisition acknowledges that such assignment does not
relieve it of its obligations under the Merger Agreement or the Stockholder
Agreement.
2
GPT (USA) hereby agrees to be bound by the Merger Agreement and
the Stockholder Agreement as if it were GEC Acquisition.
Each of the parties has caused this Assignment Agreement to be
executed on its behalf by its duly authorized representatives as of the
date first above written.
GPT (USA) INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Director
GEC INCORPORATED
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Director
GEC ACQUISITION CORP.
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Director
