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EXECUTION COPY
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement, dated as of December 31,
1994, among Globalstar Telecommunications Limited (the "Company"), a company
organized under the laws of the Islands of Bermuda, Globalstar, L.P.
("Globalstar"), a limited partnership organized under the laws of the State of
Delaware, Loral/QUALCOMM Satellite Services, L.P. ("LQSS"), a limited
partnership organized under the laws of the State of Delaware, AirTouch
Satellite Services ("ATSS"), a corporation organized under the laws of the
State of Delaware, Finmeccanica S.p.A. ("Finmeccanica"), a company organized
under the laws of Italy, Hyundai/DACOM, a consortium organized under the laws
of the Republic of Korea, Loral/DASA Globalstar, L.P. ("LDLP"), a limited
partnership organized under the laws of the State of Delaware, Loral
Globalstar, L.P. ("LGLP"), a limited partnership organized under the laws of
the State of Delaware, TE.SA.M. ("TESAM"), a company organized under the laws
of the Republic of France and Vodastar Limited ("Vodastar"), a company
organized under the laws of the United Kingdom. Each of LQSS, ATSS,
Finmeccanica, Hyundai/DACOM, LDLP, LGLP, TESAM and Vodastar is hereinafter
referred to as a Partner and collectively as the Partners.
WITNESSETH:
WHEREAS, the Company hereby desires to grant to the Partners, under
certain circumstances, the right to exchange (the "Exchange Right") the
partnership interests in Globalstar ("Globalstar Interests") held by the
Partners for shares of the Company's common stock, par value $1.00 per share
(the "Common Stock");
WHEREAS, the Company intends to maintain the effectiveness of a
registration statement covering shares of its Common Stock as hereinafter
provided;
WHEREAS, the Partners own 37,000,000 Globalstar Interests as of the
date hereof, and the Company has reserved 37,000,000 shares of Common Stock
for purposes of issuing shares under this Agreement in order to effect the
Exchange Right;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
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1. EXERCISE OF EXCHANGE RIGHTS.
(a) Exchange Right. The Partners will have the right, following the
Global Service Date and after at least two consecutive reported fiscal
quarters of net income (the "Exchange Date"), to exchange some or all of their
Globalstar Interests, on a 1-to-1 basis (the "Exchange Ratio"), for shares of
Common Stock. The Exchange Ratio shall be proportionately adjusted if the
Company effects a stock dividend on or a stock split or combination of the
outstanding shares of Common Stock.
(i) If the Company shall issue or otherwise distribute
rights, options or warrants to all holders of its Common
Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the Current
Market Price (as defined below) on the date fixed for the
determination of holders entitled to receive such rights,
options or warrants, the Exchange Ratio shall be
appropriately increased to reflect such issuance or
distribution. Current Market Price shall mean the
average daily closing price of the Common Stock on the
principal securities market for the Common Stock over the
five trading day period immediately preceding the ex
date with respect to such issuance or distribution (i.e.,
the first date on which the Common Stock trades without
the right to receive such issuance or distribution).
(ii) If the Company shall merge or consolidate with or
into, or shall sell or transfer all or substantially all
of its assets to, another entity, and as a result the
holders of Common Stock immediately prior to such
transaction receive other securities and/or property,
including cash, in exchange for their shares of Common
Stock, the Globalstar Interests shall be exchangeable for
the kind and amount of shares of stock and other
securities and property receivable upon or in connection
with such transaction by a holder of the number of shares
of Common Stock for which such Globalstar Interests might
have been exchanged (disregarding for such purpose any
limitations on exchange
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described below) immediately prior to such transaction.
If there is any other change in the Common Stock, including without
limitation, by way of a reclassification, reorganization or recapitalization,
or any other means, or if any other material, extraordinary transaction with
respect to the Common Stock which in the judgment of the Company's Board of
Directors acting reasonably and in the best interest of the Company would (in
the absence of an adjustment) change or affect the value of the conversion
right intended to be afforded hereby, appropriate adjustments shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed or affected.
(b) Exchange Notice. Following the Exchange Date, a Partner electing to
exercise its Exchange Right (an "Exchanging Partner") shall submit a written
notice to the Company (the Exchange Notice ) setting forth the number of
Globalstar Interests then proposed to be exchanged by such Partner, upon
representations and warranties as to good title and valid transfer. Upon
receipt of an Exchange Notice from a Partner (the "Initial Exchanging
Partner"), the Company shall promptly send to the other Partners a copy of
such Exchange Notice (the "Company Notice").
(c) Limitations on Exchanges and Change of Control. Within 45 calendar
days after the giving of the Company Notice, the Company shall issue and
deliver to the Initial Exchanging Partner and such other Partners joining in
the exchange request as are specified in Exchange Notices received by the
Company within 30 calendar days after the Company Notice is given under
Section 1(b) above, shares of Common Stock upon representations and warranties
as to good title and valid transfer of the Globalstar Interests to the
Company; provided however, the Company shall not be obligated to effect, or
take any action to effect, any such exchanges to the extent that: (i) in any
12-month period, the sum of the number of Globalstar Interests exchanged
pursuant to this Agreement shall exceed 5% of the total number of Globalstar
Interests outstanding (including Globalstar Interests then held by the
Company) or (ii) the number of shares of Common Stock issued by the Company
pursuant to this Agreement in any twelve-month period would exceed 10% of the
number of shares of Common Stock outstanding at the beginning of such period.
Notwithstanding the foregoing, in the event of a bona fide offer or
solicitation that would result in a GTL Change of Control involving a majority
of the outstanding shares or majority of the Company's Board of Directors not
approved by the Consent of the Partners as set forth in Section 6.03 of the
Partnership Agreement, the Exchange Right will become fully exercisable,
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regardless of the above-stated limitations and whether or not the Global
Service Date has occurred.
(d) Certain Allocations. If the number of Globalstar Interests requested
to be exchanged exceeds the number which can be exchanged pursuant to Section
1(c) above, the amount of Globalstar Interests available for exchange shall be
pro rated according to the relative Percentage Interests of all Exchanging
Partners submitting Exchange Notices on the same day. For purposes of this
Section 1(d), the Initial Exchanging Partner, together with all Partners
submitting their Exchange Notices within 30 calendar days after the giving of
the Company Notice pursuant to Section 1(c) above, shall be deemed to have
submitted their Exchange Notices on the same day.
(e) Closing. The closing of the transactions contemplated by this
Section 1 shall take place at such time and place as shall be mutually agreed
upon by the parties involved (the "Closing"). At the Closing, the Exchanging
Partners shall relinquish to the Company relevant Globalstar Interests and the
Company shall deliver to such Exchanging Partners shares of Common Stock,
registered in the name of such Exchanging Partners or their designees.
(f) Restricted Securities. Any Common Stock issued by the Company to
Exchanging Partners prior to the effectiveness of a registration statement
filed with the Securities and Exchange Commission pursuant to Section 2 below
shall be restricted securities and any Partner receiving such restricted
securities shall at the time of issuance of such securities, represent and
warrant to the Company that it is acquiring such securities solely for its own
account for investment and not with a view to the resale or distribution
thereof. The certificates evidencing such restricted securities shall bear
a restrictive legend to the effect that the Common Stock represented thereby
have not been registered under the Securities Act of 1933, as amended (the
Securities Act ), and may not be sold except pursuant to an effective
registration statement under the Securities Act or pursuant to an applicable
exemption from the registration requirements thereof.
(g) Sale by Partner. Each Partner hereby agrees that it will not,
directly or indirectly, transfer, sell, assign, pledge, hypothecate, encumber
or otherwise dispose of, to any person, in one or a series of transactions,
any Common Stock received pursuant to this Agreement, except pursuant to an
effective registration statement or an applicable exemption from the
registration requirements of the Securities Act.
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2. REGISTRATION RIGHTS.
(a) Registration Statement. As promptly as practicable after the
Exchange Date and from time to time thereafter as contemplated by this
Agreement and as required under applicable law, the Company shall use its best
efforts to effect a registration pursuant to Rule 415 under the Securities Act
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable blue sky
or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act) registering the maximum number of
shares of Common Stock subject to the Exchange Right during the following
twelve month period and, to the extent required by applicable law, the resale
of such shares by the Partners; provided that the Company shall not be
obligated to effect, or take any action to effect, any qualification under
blue sky laws pursuant to this Section 2 in any particular jurisdiction in
which the Company would be required to (i) qualify generally to do business as
a foreign corporation in any jurisdiction wherein it would not, but for the
requirements of this Section 2(a), be obligated to be so qualified or (ii)
execute a general consent to service of process in effecting such
registration, qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act or applicable rules or regulations thereunder. The Company
hereby warrants and agrees that it is the intent of this Agreement to permit
resales by the Partners that will not be subject to the volume and holding
period limitations set forth in either Rule 144 or 145 under the Securities
Act.
(b) Distribution by Partner. If an Exchanging Partner intends to sell or
distribute the Common Stock received pursuant to its exercise of Exchange
Rights under Section 1, it shall so advise the Company in the Exchange Notice
submitted pursuant to Section 1.
(c) Registration of Additional Shares. The registration statement filed
pursuant to this Section, may, in addition to the shares of Common Stock
subject to Exchange Rights set forth in Section 2(a) above, include other
securities for sale for the Company's own account or for the account of any
other person.
(d) Assignability. The exchange and registration rights of a Partner set
forth in this Agreement shall be assignable, in whole or in part, to any
transferee of such Partner s Globalstar Interests or the holder of shares
received pursuant to the exercise of Exchange Right, as applicable, provided
such
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transferee or holder agrees to be bound by all provisions of this Agreement.
(e) Lock-Up Period. Notwithstanding the foregoing, if the Company shall
furnish to the Partners a certificate (the Company Certificate ) signed by
the President or Chief Executive Officer of the Company stating that, in the
good faith judgment of the Board of Directors of the Company, acting
reasonably and in the best interest of the Company, it would be seriously
detrimental to the Company and its shareholders for such registration
statement to be filed or for the Partners to sell Common Stock acquired
pursuant to this Agreement under any such effective registration statement and
it is therefore essential to defer the filing of the registration statement or
suspend the ability of the Partners to sell Common Stock acquired pursuant to
this Agreement under an effective registration statement, then the Company
shall have the right to defer such filing or suspend the ability of the
Partners to sell Common Stock acquired pursuant to this Agreement under an
effective registration statement for a period of not more than 120 days from
the date of the Company Certificate; provided however, that the Company may
not utilize this right more than once in any twelve month period. Upon any
certification by the Company pursuant to this Section 2(e), each Partner or
its designee owning shares of Common Stock acquired pursuant to this Agreement
agrees that it shall not dispose of such Common Stock during the above-stated
120 day period other than pursuant to the limitations applicable to
"restricted securities" within the meaning of Rule 144 under the Securities
Act and that any sale by such Partner or its designee of such Common Stock
during this period shall be made only to a Person who has agreed to comply
with the provisions of this Section 2(e) for the balance of the 120 day
period.
(f) Expenses. All registration expenses incurred in connection with any
registration, qualification or compliance pursuant to this Section 2,
including without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, blue sky fees and
expenses and the expenses of any special audits incident to or required by any
such registration, shall be borne by Globalstar. All selling expenses shall
be borne by the Exchanging Partners pro rata on the basis of the number of
Globalstar Interests exchanged. Selling expenses shall mean all costs and
commissions applicable to the sale of the Common Stock and all fees and
disbursements of common counsel for all of the Exchanging Partners.
(g) Documents to be Furnished to Partners. The Company shall furnish to
each Partner such number of conformed copies of
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such registration statement and of each such amendment and supplement thereof
(in each case including all exhibits), such number of copies of the prospectus
contained in such registration statement (including each preliminary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such other
documents, as such Partner may reasonably request.
(h) Listing. The Company shall use its best efforts to list all Common
Stock covered by such registration statement on any securities exchange or
automated quotation system on which any of the Common Stock is then listed.
(i) Information to be Furnished to Company. Each of the Partners shall
furnish to the Company such information regarding such Partner and the
distribution proposed by any such Partner as the Company may reasonably
request in writing and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Section 2.
(j) Amendments. The Company shall prepare and file with the Securities
and Exchange Commission (the SEC ) such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities covered
by such registration statement.
(k) Rule 144 Information. With a view to making available to the
Partners the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Partner to
sell restricted securities or securities subject to Rule 145 of the Company to
the public without registration, the Company agrees to: (i) make and keep
public information available, as those terms are understood and defined in
Rule 144; (ii) use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities
Act and the Securities Exchange Act of 1934 (the Exchange Act ); and (iii)
furnish to any Partner, so long as the Partner owns any Globalstar Interests,
forthwith upon request (A) a written statement by the Company that it has
complied with the reporting requirements of SEC Rule 144, the Securities Act
and the Exchange Act, (B) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company
and (C) such other information as may be reasonably requested in availing any
Partner of any rule or regulation of the SEC which permits the selling of any
such securities without registration.
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3. EQUAL TREATMENT.
Nothing contained in this Agreement shall prohibit the Company from
offering following the Exchange Date to purchase Globalstar Interests held by
a Partner for cash or any other consideration, or to exchange additional
shares of its Common Stock for Globalstar Interests held by a Partner, all on
such terms and conditions as the Company and such Partner may agree, provided
that the Company shall offer to purchase or exchange upon such terms and
conditions equally pro rata to all the other Partners. Except as set forth in
Sections 1, 3 and 7 hereof, the Company shall not permit any other exchanges
or purchases with any Partner.
4. INDEMNIFICATION.
(a) Indemnification by the Company and Globalstar. The Company and
Globalstar will indemnify each of the Partners, as applicable, each of its
officers, directors and partners, and each person controlling each Partner,
with respect to the registration which has been effected pursuant to Section 2
hereof, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of the
Securities Act or any rule or regulation thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with
any such registration, qualification or compliance, and the Company and
Globalstar will reimburse each Partner, each of its officers, directors and
partners, and each person controlling each of the Partners, for any legal and
any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided that the
Company and Globalstar will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based
on any untrue statement or omission based upon written information furnished
to the Company by any Partner with respect to such Partner and stated to be
specifically for use therein.
(b) Indemnification by Partners. Each Partner will indemnify the Company
and Globalstar, each of their respective directors or Committee members, as
the case may be, and officers,
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each person who controls the Company or Globalstar within the meaning of the
Securities Act and the rules and regulations thereunder, each other Partner
and each of their officers, directors, and partners, and each person
controlling such other Partner, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement of a material fact with respect to such Partner contained in
any such registration statement, prospectus, offering circular or other
document made by such Partner, or any omission (or alleged omission) to state
therein a material fact with respect to such Partner required to be stated
therein or necessary to make the statements by such Partner therein not
misleading, and will reimburse the Company, Globalstar and such other Partner
and each of their respective directors, officers and partners and each person
controlling each of the Company, Globalstar and such other Partner for any
legal or any other expenses reasonably incurred by such party in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Partner with respect to such Partner and stated to be
specifically for use therein; provided however, that the obligations of each
of the Partners hereunder shall be limited to an amount equal to the net
proceeds to such Partner of securities sold on such occasion as contemplated
herein.
(c) Proceedings. Each party entitled to indemnification under this
Section 4 (the Indemnified Party ) shall give notice to the party required to
provide indemnification (the Indemnifying Party ) promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld) and the Indemnified Party
may participate in such defense at such party's expense (unless the
Indemnified Party shall have reasonably concluded that there may be a conflict
of interest between the Indemnifying Party and the Indemnified Party in such
action, in which case the fees and expenses of counsel shall be at the expense
of the Indemnifying Party), and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this
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Section 4 unless the Indemnifying Party is materially prejudiced thereby.
Each Indemnified Party shall furnish such information regarding itself or the
claim in question as an Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection with the defense of such
claim and litigation resulting therefrom. No Indemnifying Party shall settle
any claim or action unless it shall have first received an unconditional
release of all Indemnified Parties from such claim or action.
(d) Contribution. If the indemnification provided for in this Section 4
is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage or
expense referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions
which resulted in such loss, liability, claim, damage or expense, as well as
any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the Indemnifying Party or by the Indemnified Party
and the parties relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
(e) Indemnification Payments. Any indemnification payments required to
be made to an Indemnified Party under this Section 4 shall be made as the
related claims, losses, damages, liabilities or expenses are incurred.
5. REPRESENTATIONS AND WARRANTIES.
(a) Representations and Warranties of the Company. Each of the Company
and Globalstar represents and warrants to each of the Partners as follows:
(i) The execution, delivery and performance of this
Agreement by the Company or Globalstar, as the case may
be, have been duly authorized by all requisite corporate
or partnership action and will not violate any provisions
of law, any order of any court or other agency of
government, its
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organizational documents or any provision of any
indenture, agreement or other instrument to which it or
any of its properties or assets is bound, conflict with,
result in a breach of or constitute (with due notice or
lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the
creation or imposition of any lien, charge or encumbrance
of any nature whatsoever upon any of the properties or
assets of the Company or Globalstar, as the case may be.
(ii) This Agreement has been duly executed and delivered
by the Company or Globalstar, as the case may be, and
constitutes the legal, valid and binding obligation of the
Company or Globalstar, as the case may be, enforceable in
accordance with its terms.
(b) Representations and Warranties of the Partners. Each of the Partners
represents and warrants to each of the Company and Globalstar as follows:
(i) The execution, delivery and performance of this
Agreement by such Partner have been duly authorized by all
requisite corporate, partnership or consortium action and
will not violate any provisions of law (assuming
compliance by the Company and Globalstar with all
applicable federal or state securities laws), any order of
any court or other agency of government, the
organizational documents of the Partner or any provision
of any indenture, agreement or other instrument to which
it or any of its properties or assets is bound, conflict
with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the
creation or imposition of any lien, charge or encumbrance
of any nature whatsoever upon any of the properties or
assets of the Partner, other than possible conflicts,
breaches or defaults which in the aggregate would not have
a material adverse effect.
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(ii) This Agreement has been duly executed and delivered
by the Partner and constitutes the legal, valid and
binding obligation of the Partner, enforceable in
accordance with its terms.
6. EFFECTIVENESS OF AGREEMENT.
This Agreement shall become effective only upon the consummation by the
Company of its offering of shares of its Common Stock pursuant to the
registration statement on Form S-1 (No. 33-86808) filed with the Securities
and Exchange Commission and the purchase by the Company of Globalstar
Interests in connection therewith.
7. ADDITIONAL PARTNERS.
The Company and Globalstar shall have the right but not the obligation to
amend this Agreement to include any partner of Globalstar admitted from time
to time on the terms and conditions set forth herein.
8. MISCELLANEOUS.
(a) Section Headings. The headings of the sections and subsections of
this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.
(b) Definitions. Defined terms used herein not otherwise defined shall
have the meanings set forth in the Amended and Restated Agreement of Limited
Partnership of Globalstar, L.P., dated of even date hereof (the Partnership
Agreement ).
(c) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties;
provided however, that this Agreement may not be assigned by any party hereto
other than in compliance with the terms hereof.
(d) Notices. Notices shall be given pursuant to the provisions of
Section 15.01 of the Partnership Agreement.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
(f) Entire Agreement. This Agreement and the Partnership Agreement
constitute the entire understanding of the parties
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hereof with respect to the subject matter hereof and supersede all prior
understanding among such parties.
(g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(h) Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
GLOBALSTAR TELECOMMUNICATIONS LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
Name:
Title:
GLOBALSTAR, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
Name:
Title:
LORAL/QUALCOMM SATELLITE SERVICES, L.P.
by LORAL/QUALCOMM PARTNERSHIP, L.P.,
its general partner
by LORAL GENERAL PARTNER, INC.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
Name:
Title:
AIRTOUCH SATELLITE SERVICES
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
FINMECCANICA S.p.A.
By: /s/
Name:
Title:
HYUNDAI/DACOM
By: /s/ X. X. Xxxx
Name: X. X. Xxxx
Title: Executive Director
Satellite Business Division
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LORAL/DASA GLOBALSTAR, L.P.,
by LORAL GLOBALSTAR, L.P.,
its general partner
by LORAL GENERAL PARTNER, INC., its
general partner
By: /s/ Xxxxxxx X. Xxxxxxx
Name:
Title:
LORAL GLOBALSTAR, L.P.
by LORAL GENERAL PARTNER, INC.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
Name:
Title:
TE.SA.M.
By: /s/ Xxxxxxx Xxxxxxxxx
Name:
Title: Chairman
VODASTAR LIMITED
By: /s/ X. X. Peett
Name: X. X. Peett
Title: Executive Director
