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[EXECUTION COPY]
EXCHANGE AGREEMENT
BY AND AMONG
LORAL SPACE & COMMUNICATIONS LTD.
AND
DACOM CORPORATION
AND
DACOM INTERNATIONAL, INC.
DATED AS OF SEPTEMBER 28, 1998
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EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the "AGREEMENT") is made and entered into
as of September 28, 1998, by and among Loral Space & Communications Ltd., a
Bermuda company ("LORAL"), and DACOM Corporation and DACOM International, Inc.
(each a "SELLER" and collectively, the "SELLERS").
RECITALS
WHEREAS, each Seller is a limited partner in Globalstar, L.P., a
Delaware limited partnership ("GLOBALSTAR"), and owns limited partnership
interests therein; and
WHEREAS, Loral wishes to purchase from each Seller the limited
partnership interests in Globalstar held by such Seller as set forth on Schedule
I hereto (the "INTERESTS") and each Seller desires to sell its Interests to
Loral in exchange for the number of shares of common stock of Globalstar
Telecommunications Limited ("GTL") set forth opposite such Seller's name on
Schedule I hereto (the "GTL SHARES"), in each case upon the terms and subject to
the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.1. DEFINITIONS. In addition to the terms defined elsewhere
herein, the terms defined in the introductory paragraph and the Recitals to this
Agreement shall have the respective meanings specified therein, and the
following terms shall have the meanings specified below when used herein with
initial capital letters:
"AFFILIATE" means any Person that directly or indirectly controls,
is controlled by, or is under common control with the Person in question.
As used in this definition of "Affiliate," the term "control" means the
possession, whether directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. The
terms "controlled" and "common control" shall have correlative meanings.
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"AGREEMENT" has the meaning set forth in the preamble.
"BUSINESS DAY" means a day, other than a Saturday or a Sunday, on
which commercial banks are not required or authorized to close in the City
of New York.
"CLOSING" means the closing of the exchange of Interests for GTL
Shares described herein.
"CLOSING DATE" means the date that is three Business Day following
the date on which all the conditions set forth in Article VI shall be
satisfied (or waived).
"COMMISSION" means the United States Securities and Exchange
Commission.
"CONSENT" means any consent, approval, authorization, waiver,
permit, agreement, license, certificate, exemption, order, registration,
declaration or filing of, with or to any Person.
"GLOBALSTAR" has the meaning set forth in the Recitals.
"GLOBALSTAR PARTNERSHIP AGREEMENT" means the Amended and Restated
Agreement of Limited Partnership of Globalstar, L.P. dated as of March 6,
1996, as amended on April 8, 1998.
"GOVERNMENTAL AGENCY" means (a) any international, foreign, federal,
state, county, local or municipal government or administrative agency or
political subdivision thereof, (b) any governmental agency, authority,
board, bureau, commission, department or instrumentality, (c) any court or
administrative tribunal, (d) any non-governmental agency, tribunal or
entity that is vested by a governmental agency with applicable
jurisdiction, or (e) any arbitration tribunal or other non-governmental
authority with applicable jurisdiction.
"GOVERNMENTAL APPROVAL" means any Consent of or filing with any
Governmental Agency.
"GTL" has the meaning set forth in the Recitals.
"GTL SHARES" has the meaning set forth in the Recitals.
"INTERESTS" has the meaning set forth in the Recitals.
"LEGAL REQUIREMENTS" in respect of any Person means all (a)
constitutions, treaties, statutes, laws, ordinances,
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codes, rules, regulations, judgments, decrees, writs, rulings,
injunctions, orders and other requirements of any Governmental Agency, (b)
Governmental Approvals and (c) orders, decisions, injunctions, judgments,
awards and decrees of or agreements with any Governmental Agency, in each
case, binding upon such Person.
"LIEN" means any lien, encumbrance, charge, mortgage, pledge,
security interest, hypothecation, title defect, title retention agreement,
claim, restriction, option, right of first offer or refusal or similar
right.
"LORAL" has the meaning set forth in the preamble hereto.
"PERMIT" means any permit, approval, consent, authorization,
license, variance, or permission required by a Governmental Agency under
any applicable laws.
"PERSON" means any individual, partnership, corporation, trust,
association, limited liability company, Governmental Agency or any other
entity.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SELLER" and "SELLERS" has the meaning set forth in the preamble
hereto.
ARTICLE II.
EXCHANGE
SECTION 2.1. AGREEMENT TO EXCHANGE. On the terms and subject to the
conditions set forth in this Agreement, on the Closing Date, Loral shall
purchase from each Seller, and each Seller shall sell, transfer, assign, convey
and deliver to Loral, the Interests, and each Seller shall purchase from Loral,
and Loral shall sell, transfer, assign, convey and deliver to each Seller, the
GTL Shares.
SECTION 2.2. EXCHANGE OF INTERESTS AND GTL SHARES. On the terms and
subject to the conditions set forth in this Agreement, on the Closing Date:
(a) Loral shall deliver to each Seller or its designee certificates
representing the number of GTL Shares set forth opposite its name under
the caption "GTL Shares" on Schedule I hereto, duly endorsed in blank for
transfer or accompanied by appropriate powers duly executed in blank;
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(b) Each Seller shall deliver to Loral an Assignment of Partnership
Interests in the form attached hereto as Exhibit A; and
(c) Schedule A to the Globalstar Partnership Agreement shall be
amended (i) to reduce the amount of partnership interests held by each
Seller by the amount of Interests set forth opposite its name on Schedule
I and (ii) to increase the amount of partnership interests held by Loral
by 276,000.
SECTION 2.3. EXECUTION AND CLOSING. The parties hereto agree that
the Closing shall take place at the offices of Loral, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, xx the Closing Date.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby severally and not jointly, represents and
warrants to Loral as follows:
SECTION 3.1. AUTHORITY OF SELLER.
(a) Seller is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization.
(b) Seller has all requisite power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and
thereunder. The execution and delivery by Seller of this Agreement and the
consummation of the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary action (corporate or
otherwise) on the part of Seller. This Agreement has been duly executed
and delivered by Seller and constitutes the legal, valid and binding
obligation of Seller enforceable against Seller in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, or similar laws from time to time
in effect which affect creditors' rights generally and by legal and
equitable limitations on the enforceability of specific remedies.
SECTION 3.2. TITLE TO THE INTERESTS. Seller has valid and marketable
title to the Interests to be sold by it hereunder, free and clear of any Liens,
except for the applicable restrictions set forth under Sections 10.1 and 10.3 of
the Globalstar Partnership Agreement.
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SECTION 3.3. NO CONFLICT OR VIOLATION; CONSENTS. Neither the
execution or delivery of this Agreement by Seller, nor the consummation by
Seller of the transactions contemplated hereby, nor the fulfillment by Seller of
the terms and compliance with the provisions hereof, will conflict with, or
result in a breach of the terms, conditions or provisions of, or constitute a
default under, or result in any violation of, or result in the creation of any
Lien upon any of the properties or assets of Seller pursuant to (i) the
organizational documents (including certificate of incorporation and by-laws, if
applicable) of Seller, (ii) any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which Seller is a party or by
which it is bound or to which any of the properties or assets of Seller is
subject, or (iii) any award of any arbitrator or any agreement, instrument,
order, judgment, decree, statute, law, rule or regulation of any Governmental
Agency to which Seller is subject or by which any of Seller's properties or
assets are bound. Except as set forth in the Globalstar Partnership Agreement,
no Consent is required to be obtained or made by or with respect to Seller in
connection with the execution and delivery of this Agreement by Seller or the
performance by Seller of the transactions contemplated hereby to be performed by
it.
SECTION 3.4. BROKERS. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by Seller without
the intervention of any other Person acting on its behalf in such manner as to
give rise to any valid claim by any such Person against Loral, Globalstar or any
other Person for a finder's fee, brokerage commission or other similar payment
based on an arrangement with Seller.
SECTION 3.5. INVESTMENT REPRESENTATION; OFFERING EXEMPTION.
(a) Seller is an accredited investor (as defined in Regulation D
under the Securities Act) and is acquiring the GTL Shares without a view
to resale or distribution thereof in violation of federal securities laws.
(b) Seller acknowledges that the GTL Shares to be purchased by it
hereunder have not been registered under the Act, and may be sold or
disposed of, in the absence of such registration, only pursuant to an
exemption from such registration.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF LORAL
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Loral represents and warrants to each Seller as follows:
SECTION 4.1. AUTHORITY OF LORAL.
(a) Loral is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization.
(b) Loral has all requisite power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. The
execution and delivery by Loral of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized
by all necessary action (corporate or otherwise) on the part of Loral.
This Agreement has been duly executed and delivered by Loral and
constitutes the legal, valid and binding obligation of Loral enforceable
against Loral in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws from time to time in effect which affect
creditors' rights generally and by legal and equitable limitations on the
enforceability of specific remedies.
SECTION 4.2. TITLE TO THE GTL SHARES. Loral has valid and marketable
title to the GTL Shares to be sold by it hereunder, free and clear of any Liens,
other than Liens imposed by federal or state securities laws.
SECTION 4.3. NO CONFLICT OR VIOLATION; CONSENTS. Neither the
execution or delivery of this Agreement by Loral, nor the consummation by Loral
of the transactions contemplated hereby, nor the fulfillment by Loral of the
terms and compliance with the provisions hereof, will conflict with, or result
in a breach of the terms, conditions or provisions of, or constitute a default
under, or result in any violation of, or result in the creation of any Lien upon
any of the properties or assets of Loral pursuant to (i) the Memorandum of
Association and bye-laws of Loral, (ii) any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which Loral is a party or by
which it is bound or to which any of the properties or assets of Loral is
subject, or (iii) any award of any arbitrator or any agreement, instrument,
order, judgment, decree, statute, law, rule or regulation of any Governmental
Agency to which Loral is subject or by which any of Loral's properties or assets
are bound. Except as set forth in the Globalstar Partnership Agreement, no
Consent is required to be obtained or made by or with respect to Loral in
connection with the execution and delivery of this Agreement by Loral or the
performance by
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Loral of the transactions contemplated hereby to be performed by it.
SECTION 4.4. BROKERS. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by Loral without
the intervention of any other Person acting on its behalf in such manner as to
give rise to any valid claim by any such Person against any of the Seller or its
Affiliates for a finder's fee, brokerage commission or other similar payment
based on an arrangement with Loral.
ARTICLE V.
CERTAIN COVENANTS AND AGREEMENTS
SECTION 5.1. TAXES. Any taxes, including but not limited to, sales,
recording, transfer, stamp, conveyance, value added, use, capital, income,
duties, excise, governmental charges or fees, as well as any associated interest
and related penalties thereto ("Taxes"), imposed as a result of or in connection
with the sale of the Interests by a Seller to Loral pursuant to this Agreement
or the ownership of the Interests by a Seller prior to the Closing Date shall in
each case be borne by such Seller. Loral shall assume similar responsibility for
any Taxes associated with the ownership of Interests after the Closing Date. Any
Taxes imposed as a result of or in connection with the sale of GTL Shares by
Loral to the Sellers pursuant to this Agreement or the ownership of the GTL
Shares by Loral prior to the Closing Date shall in each case be borne by Loral.
Each Seller shall assume similar responsibility for any Taxes associated with
the ownership of the GTL Shares after the Closing Date.
SECTION 5.2. AMENDMENT TO EXCHANGE AGREEMENT. Each of Loral and the
Sellers hereby agree that if the right of first offer set forth in Section 10.3
of the Globalstar Partnership Agreement shall be exercised by any partner with
respect to any of the Interests to be sold hereunder, the parties hereto shall
enter into an amendment to this Agreement to adjust for any such exercise by
amending (i) the number of Interests to be sold by the Sellers and purchased by
Loral and (ii) the corresponding proportionate number of GTL Shares to be sold
by Loral and purchased by Sellers.
SECTION 5.3. SHELF REGISTRATION OF GTL SHARES. As promptly as
practicable after the Closing Date, Loral will cause GTL to prepare and file
with the Commission a shelf registration statement pursuant to Rule 415, or any
successor rule, under the Act (as may then be amended) (the "SHELF REGISTRATION
STATEMENT") on Form S-3 to cover resales of the GTL Shares by the Sellers,
provided that each Seller furnishes to GTL such information
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regarding such Seller and the distribution of the GTL Shares as GTL may from
time to time reasonably require for inclusion in such Shelf Registration
Statement. Loral will cause GTL to provide each Seller with an indemnity in
customary form against liabilities resulting from any material untrue statement
or omission contained in the Shelf Registration Statement, provided that such
indemnity will not apply to the extent liability results from any material
untrue statement or omission made in reliance upon information furnished by the
Sellers. Each Seller will provide GTL with an indemnity in customary form
against liabilities resulting from any material untrue statement or omission
contained in the Shelf Registration Statement to the extent such liability
results from any material untrue statement or omission made in reliance upon
information furnished by the Sellers. Loral will cause GTL to use commercially
reasonable efforts to cause such registration statement to be declared effective
as promptly as practicable after the Closing Date. Loral will cause GTL to cause
such registration statement to remain effective until the earlier of (i) the
date that all the GTL Shares shall have been sold pursuant to such Shelf
Registration Statement or (ii) the date on which the GTL Shares shall no longer
constitute restricted securities pursuant to Rule 144(k) of the Securities Act.
GTL may prohibit offers and sales of the GTL Shares pursuant to the Shelf
Registration Statement at any time for valid business reasons (not including
avoidance of the Company's obligations hereunder), including the acquisition or
divestiture of assets, public filings with the Commission, pending corporate
developments and similar events.
ARTICLE VI.
CONDITIONS TO CLOSING
SECTION 6.1. CONDITIONS TO OBLIGATIONS OF LORAL. The obligation of
Loral to perform its obligations hereunder with respect to each Seller is
subject to the satisfaction (or waiver by Loral) of the following conditions:
(a) Representations and Warranties. The representations and
warranties of each Seller made in this Agreement shall be true and correct
on and as of the date hereof and as of the Closing Date, as though made on
and as of the Closing Date; and each Seller shall have delivered to Loral
a certificate dated the Closing Date and signed by an authorized officer
of Seller confirming the foregoing.
(b) No Proceedings. No Legal Requirement shall have been enacted,
entered, promulgated or enforced by any Governmental Agency that prohibits
the consummation of the transactions contemplated by this Agreement.
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(c) Waiver of Rights of First Offer. The partners of Globalstar that
have not previously waived their rights of first offer under Section 10.3
of the Globalstar Partnership Agreement in respect of the Interests to be
sold and purchased hereunder shall have waived such rights of first offer
(or the applicable offer period shall have expired).
The parties hereto agree that the conditions set forth in this Section 6.1 shall
be several with respect to each Seller.
SECTION 6.2. CONDITIONS TO OBLIGATIONS OF SELLER. The obligation of
each Seller to perform its obligations hereunder is subject to the satisfaction
(or waiver by such Seller) of the following conditions:
(a) Representations and Warranties. The representations and
warranties of Loral made in this Agreement shall be true and correct on
and as of the date hereof and as of the Closing Date, as though made on
and as of the Closing Date; and Loral shall have delivered to such Seller
a certificate dated the Closing Date and signed by an authorized officer
of Loral confirming the foregoing.
(b) No Proceedings. No Legal Requirement shall have been enacted,
entered, promulgated or enforced by any Governmental Agency that prohibits
the consummation by such Seller or Loral of the transactions contemplated
by this Agreement.
(c) Waiver of Rights of First Offer. The partners of Globalstar that
have not previously waived their rights of first offer under Section 10.3
of the Globalstar Partnership Agreement in respect of the Interests to be
sold and purchased hereunder shall have waived such rights of first offer
(or the applicable offer period shall have expired).
ARTICLE VII.
MISCELLANEOUS PROVISIONS
SECTION 7.1. NOTICES. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (a) when delivered
personally to the recipient, (b) when sent to the recipient by telecopy (receipt
electronically confirmed by sender's telecopy machine) if during normal business
hours of the recipient, otherwise on the next Business Day, (c) two (2) Business
Days after the date when sent to the recipient by reputable express courier
service (charges prepaid), or (d) seven (7) Business Days after the date when
mailed to the recipient by certified or registered mail, return
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receipt requested and postage prepaid. Such notices, demands and other
communications will be sent to Sellers and to Loral at the addresses indicated
below:
(a) If to Loral, to:
Loral Space & Communications Ltd.
c/o Loral SpaceCom Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
Attention: Xxxx X. Xxxxxx
(b) If to Sellers, to their respective addresses set forth on
Schedule I hereto:
SECTION 7.2. AMENDMENTS; NO WAIVERS. The terms, provisions and
conditions of this Agreement may not be changed, modified or amended in any
manner except by an instrument in writing duly executed by all parties hereto.
No failure or delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.
SECTION 7.3. SURVIVAL OF PROVISIONS. The representations,
warranties, covenants and agreements contained in this Agreement shall survive
and remain in full force and effect, regardless of any investigation made by or
on behalf of Seller, or by or on behalf of Loral, and shall survive delivery of
the Interests.
SECTION 7.4. ASSIGNMENT AND PARTIES IN INTEREST.
(a) Neither this Agreement nor any of the rights, duties, or
obligations of any party hereunder may be assigned or delegated (by
operation of law or otherwise) by Loral except with the prior written
consent of each Seller (except that Loral may freely assign to an
Affiliate thereof), or by any Seller except with the prior written consent
of Loral.
(b) This Agreement shall not confer any rights or remedies upon any
person or entity other than the parties hereto and their respective
permitted successors and assigns.
SECTION 7.5. EXPENSES. Except as expressly set forth in this
Agreement, each party to this Agreement shall bear all of
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its legal, accounting, investment banking, and other expenses incurred by it or
on its behalf in connection with the transactions contemplated by this
Agreement, whether or not such transactions are consummated.
SECTION 7.6. FURTHER ASSURANCE. Each of the parties hereto agree to
execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments as may be necessary or as may be reasonably
requested in order to fully effectuate the purposes, terms and conditions of
this Agreement, whether before or after the Closing Date.
SECTION 7.7. ENTIRE AGREEMENT. This Agreement and the Schedules and
Exhibits hereto constitute the entire agreement among the parties hereto with
respect to the subject matter hereof, supersede and are in full substitution for
any and all prior agreements and understandings among them relating to such
subject matter, and no party shall be liable or bound to the other party hereto
in any manner with respect to such subject matter by any warranties,
representations, indemnities, covenants, or agreements except as specifically
set forth herein.
SECTION 7.8. DESCRIPTIVE HEADINGS. The descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 7.9. COUNTERPARTS. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties hereto,
and each such executed counterpart shall be, and shall be deemed to be, an
original, but all of which shall constitute, and shall be deemed to constitute,
in the aggregate one and the same instrument.
SECTION 7.10. GOVERNING LAW. This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and performed
therein without regard to principles of conflicts of law.
SECTION 7.11. CONSTRUCTION. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any party.
Any references to any federal, state, local or foreign statute or law will also
refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. Unless the context otherwise requires: (a) a term has the
meaning assigned to it by this Agreement; (b) "or" is disjunctive but not
exclusive; (c) words in the singular include the plural, and in the plural
include the
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singular; (d) provisions apply to successive events and transactions; and (e)
"$" means the currency of the United States of America.
SECTION 7.12. SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other such instrument. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and
enforceable. Furthermore, this Agreement shall be deemed to be a severable and
separable series of agreements, one between Loral and each of the Sellers so
that the failure of any one or more Sellers to close this Agreement shall not
affect the Closing of this Agreement by one or more of the other Sellers.
SECTION 7.13. SPECIFIC PERFORMANCE. Without limiting or waiving in
any respect any rights or remedies of the parties under this Agreement now or
hereinafter existing at law or in equity or by statute, each of the parties
hereto shall be entitled to seek specific performance of the obligations to be
performed by the others in accordance with the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first written above.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Xxxx X. Xxxxxx
____________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
SELLERS:
DACOM CORPORATION
By: /s/ Xxx Xxxxx Xxxx
____________________________________
Name: Xxx Xxxxx Xxxx
Title: President and CEO
DACOM INTERNATIONAL, INC.
By: /s/ Xxxxxx X.X. Xxx
____________________________________
Name: Xxxxxx X.X. Xxx
Title: President and CEO
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SCHEDULE I
SELLERS AND
ADDRESS FOR NOTICE INTERESTS GTL SHARES
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DACOM Corporation 274,500 713,700
DACOM Xxxxxxxx
00-000
0 Xx. Xxxxxxx-Xx
Xxxxxxx-xx
Xxxxx, Xxxxx
Fax: 000-000-0000
Attn: IL Xxx
DACOM International, Inc. 1,500 3,900
DACOM Building
Kukje Elec. Center
Xxxxxx Xx,
Xxxxx 000 000
Xxxxx
Fax: 00 000000000
Attn: H.S. Song
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EXHIBIT A
ASSIGNMENT OF PARTNERSHIP INTERESTS
ASSIGNMENT OF PARTNERSHIP INTERESTS dated as of ________, 1998 by
[SELLER], a company organized under the laws of _________ ("Seller "), in favor
of LORAL SPACE & COMMUNICATIONS LTD., a Bermuda company ("Loral").
WHEREAS, pursuant to that certain Exchange Agreement dated as of September
28, 1998 among Loral, Seller and the other selling partners parties thereto (the
"Exchange Agreement"), Seller has agreed to transfer to Loral, and Loral has
agreed to accept, _______ limited partnership interests (the "Interests") in
Globalstar, L.P., a Delaware limited partnership ("Globalstar");
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Seller and Loral agree
as follows:
1. Assignment. Seller hereby sells, transfers, assigns and conveys and
delivers to Loral, in accordance with the respective terms hereof and contained
in the Exchange Agreement, all of Seller's rights, title and interest in, to and
under the Interests. The Interests are being delivered to Loral free of any Lien
(as defined in the Exchange Agreement).
2. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
LORAL SPACE & COMMUNICATIONS LTD.
By_______________________________
[SELLER]
By_______________________________
