EXHIBIT 10.9.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is to be effective
as of February 28, 2006 (the "Effective Date"), by and among Transport
International Pool, Inc., a Pennsylvania corporation ("Assignor"), GE Asset
Intelligence, LLC, a Delaware limited liability company ("Assignee") and ORBCOMM
LLC, a Delaware limited liability company ("ORBCOMM").
WITNESSETH:
WHEREAS, Assignor and ORBCOMM are parties to the International Value Added
Reseller Agreement, dated March 14, 2003, as amended (the "IVAR");
WHEREAS, Assignor now desires to assign to Assignee Assignor's right,
title and interest in the IVAR on the terms and conditions hereinafter set
forth, and Assignee and ORBCOMM are agreeable thereto;
WHEREAS, in order to induce ORBCOMM to consent to the assignment and
assumption of the IVAR pursuant to this Agreement, Assignor has agreed to
guaranty Assignee's obligations and performance under this Agreement; and
NOW, THEREFORE, FOR AND IN CONSIDERATION of the above premises, the mutual
covenants hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. Assignment. Effective on the Effective Date, Assignor hereby assigns,
transfers and sets over unto Assignee all of the right, title, interest,
unexpired term, rights of extension and privileges, of the Assignor in, to and
under the IVAR.
2. Assumption. Effective on the Effective Date, Assignee hereby agrees to
assume, pay, perform and discharge, when due or required to be performed, as the
case may be, all of the terms, covenants and conditions of the IVAR on the part
of the Assignor which accrue on or after the Effective Date.
3. Guaranty. Assignor hereby guarantees the full, complete and timely
payment and performance by Assignee of all the obligations to be performed by
Assignee hereunder.
4. Consent. ORBCOMM hereby consents to the assignment and assumption of
the IVAR under this Agreement.
5. Successors. This Agreement shall be binding upon the parties hereto and
their respective heirs, executors, administrators, successors and permitted
assigns.
6. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall be effective when one or more counterparts have been signed by each of the
parties.
7. Entire Agreement; Amendment. This Agreement contains the entire
understanding between the parties and supersede all prior written and oral
understandings relating to the subject matter hereof. No representations,
warranties, indemnities, agreements or understandings not contained herein or in
the IVAR shall be valid or effective unless agreed to in writing and signed by
the parties. The provisions of this Agreement may not be modified or amended
except by an instrument in writing signed by all the parties hereto.
8. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York and the United States, without
regard to the principles of conflicts of law.
9. Notices. All notices and other communications hereunder or under the
IVAR shall be in writing and shall be deemed given upon receipt if delivered
personally or by facsimile, by express mail, courier, or by registered or
certified mail, return receipt requested, postage prepaid, to the Assignor and
ORBCOMM as provided in the IVAR and with respect to the Assignee at the
following address:
ASSIGNEE:
GE Asset Intelligence, LLC
540 West Northwest Hwy.
Barrington, IL 45230
Telephone: +1 (847) 277-6152
Facsimile: +1 (847) 277-5895
Attention: General Counsel
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
TRANSPORT INTERNATIONAL POOL, INC.
By: /s/ Siva Balakrishnan
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Name: Siva Balakrishnan
Title: SVP - Operations
GE ASSET INTELLIGENCE, LLC
By: /s/ Clayton R. Sander, Jr.
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Name: Clayton R. Sander, Jr.
Title: VP, General Counsel & Secretary
ORBCOMM LLC
By: /s/ Jerome B. Eisenberg
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Name: Jerome B. Eisenberg
Title: Chief Executive Officer