英文转让及约务更替协议范本ASSIGNMENTANDNOVATIONAGREEMENT.docVIP

ASSIGNMENT AND NOVATION AGREEMENT THIS ASSIGNMENT AND NOVATION AGREEMENT (this Agreement) is made as of December 5, 2001 by and between ***. (Assignor), a Delaware corporation and wholly-owned subsidiary of*** Holdings Inc., having its principal place of business at ***Address, and*** Holdings Inc. (Assignee), a Delaware corporation, having its principal place of business at ***Address, and*** ***. formerly Hughes Space and Communications International, Inc. (BSSI), a Delaware corporation having its principal place of business at ***Address WHEREAS, Assignor and BSSI are parties to a Satellite Purchase Contract for In-Orbit Delivery, dated as of March **, 20**, which as recently amended and restated and then further amended as of even date herewith immediately prior to giving effect to this Agreement, remains in full force and effect (as amended, amended and restated or otherwise modified to the date hereof, the Satellite Purchase Contract); WHEREAS, Assignor desires to transfer and assign to Assignee its rights, duties and obligations under the Satellite Purchase Contract with respect to the Ground Spare Satellite Bus (as defined below), but not with respect to the Ground Spare Satellite Payload (as defined below) or any other Satellite or portion thereof, as more fully set forth on SCHEDULE A hereto (the Assets); WHEREAS, Assignee desires to acquire the Assets from Assignor for the consideration set forth below and on the terms and conditions hereinafter set forth; WHEREAS, Assignor desires to be discharged from the performance of the obligations enumerated in the Satellite Purchase Contract with respect to the Assets and to retain all rights, duties and obligations under the Satellite Purchase Contract with respect to the Ground Spare Satellite Payload and XM-1 and XM-2; WHEREAS, BSSI is willing to release Assignor from the obligations enumerated in the Satellite Purchase Contract only with respect to the Asse