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November 23, 1999
Q Investments, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxx
00000
Gentlemen:
Reference is hereby made to that certain letter agreement dated as of even date
hereof between you, R2 Investments and Q Opportunity Fund (collectively, the "Q
Investors") and Globalstar Telecommunications Limited (the "GTL Letter").
Capitalized terms used herein not otherwise defined will have the meanings set
forth in the GTL Letter.
You hereby agree to, and agree to cause the other Q Investors to, transfer and
convey to us, immediately following issuance of the Dividend Make-Whole Payment
by GTL to the Q Investors pursuant to the GTL Letter, an aggregate of 64,906
shares of Common Stock, free and clear of all liens.
In consideration for such transfer and delivery of the shares of Common Stock to
us as set forth above, we hereby covenant and agree that, if the aggregate gross
proceeds to the Q Investors from the sale of the 516,505 Remaining Make-Whole
Shares (as defined below), less the amount of the sale concessions of up to 6
cents per share paid by the Q Investors to Bear, Xxxxxxx & Co. Inc. in
connection therewith (such difference, the "Actual Sale Amount"), are less than
$13,429,140 (the "Guaranteed Amount"), we will, as promptly as practicable
following our receipt of a Shortfall Notice as set forth below, but in any event
no later than three business days thereafter, deliver to you the difference (the
"Loral Payment Amount") between the Guaranteed Amount and the Actual Sale Amount
in immediately available funds to your account as set forth in the Shortfall
Notice. "Remaining Make-Whole Shares" will equal the difference between the
number of shares issued to the Q Investors as the Dividend Make-Whole Payment
under the GTL Letter and 64,906 shares.
If the Actual Sale Amount shall be greater than the Guaranteed Amount, you will
deliver to us the difference in immediately available funds to an account
designated by us to you, such payment to be made on the settlement date for the
last sale transaction relating to the Remaining Make-Whole Shares.
You hereby agree that you will, and will cause the other Q Investors to, sell
all and not less than all of the Remaining Make-Whole Shares through Bear,
Xxxxxxx & Co. Inc. during the period ending on December 10, 1999, unless
extended by us. You further agree that you will use your, and will cause the
other Q Investors to use their, reasonable
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best efforts to cause Bear, Xxxxxxx & Co. Inc. to obtain the most favorable
price for the Remaining Make-Whole Shares in connection with such sale
transactions. Within 24 hours from the date the last sale transaction relating
to the Remaining Make-Whole Shares is entered into, you will deliver to us
either (x) if the Actual Sale Amount is less than the Guaranteed Amount, a
written notice (the "Shortfall Notice") which will provide for the following:
(i) a certification by you that all conditions to the sales of the Remaining
Make-Whole Shares set forth in this paragraph have been complied with; (ii) the
Actual Sale Amount attaching thereto evidence of each sale transaction relating
to the Remaining Make-Whole Shares entered into by you and the other Q Investors
and the gross proceeds derived therefrom and the selling concessions paid in
connection therewith; and (iii) wire transfer instructions relating to the Loral
Payment Amount or (y) if the Actual Sale Amount is equal to or greater than the
Guaranteed Amount, a certification (the "Certification") of the Actual Sale
Amount attaching thereto evidence of each sale transaction relating to the
Remaining Make-Whole Shares entered into by you and the other Q Investors and
the gross proceeds derived therefrom and the selling concessions paid in
connection therewith. You will deliver the Shortfall Notice or Certification to
us at the following address:
Loral Space & Communications Ltd.
c/o Loral SpaceCom Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
Fax: 000-000-0000
You hereby represent and warrant to us that you have the authority and the power
to cause the other Q Investors to take the actions, and to take action on behalf
of the other Q Investors, as contemplated herein.
This letter agreement will be governed by, and construed in accordance with, the
laws of the State of New York. This letter agreement may be executed in any
number of counterparts, each of which will be an original, and all of which,
when taken together, will constitute one agreement. Delivery of an executed
signature page of this letter agreement by facsimile transmission will be
effective as delivery of a manually executed counterpart hereof.
Very truly yours,
LORAL SPACE & COMMUNICATIONS
LTD.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President and
Treasurer
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Accepted and agreed to as of the date first written above:
Q INVESTMENTS, L.P.
By: Acme Widget, L.P.,
general partner
By: Scepter Holdings, Inc.,
general partner
By: /s/ Xxxxxx XxXxxxxxx
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Name: Xxxxxx XxXxxxxxx
Title: Vice President
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