EXHIBIT 10.24
AMENDMENT NO. 1 TO THE SHARE LENDING
AGREEMENT
This Amendment (this
“Amendment ”) to the Share Lending Agreement
referred to below is made as of December 18, 2008, among
Globalstar, Inc. (“ Lender ”) and Merrill
Lynch International (“ Borrower ”), through
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
agent for Borrower (“ Borrowing Agent
”).
WHEREAS, Lender and Borrower are
parties to the Share Lending Agreement, dated April 10, 2008
(the “ Share Lending Agreement ”), containing
terms and conditions under which Borrower may borrow from Lender
shares of its Common Stock (as defined below);
WHEREAS, Lender and Borrower desire
to amend the Share Lending Agreement as set forth
herein.
NOW, THEREFORE, in consideration of
their mutual covenants herein contained, Lender and Borrower agree
as follows:
1.
Definitions;
References . Unless
otherwise specifically defined herein, each term used herein that
is defined in the Share Lending Agreement has the meaning assigned
to such term in the Share Lending Agreement. Each reference to
“hereof,” “hereunder,” “herein”
and “hereby” and each other similar reference and each
reference to “this Agreement” and each other similar
reference contained in the Share Lending Agreement shall, after
this Amendment becomes effective, refer to the Share Lending
Agreement as amended hereby.
2.
Amendments to the Share Lending
Agreement . The
Share Lending Agreement is hereby amended as follows:
(a)
Section 1 of the Share Lending
Agreement shall be amended by:
(i)
adding the following defined terms
in appropriate alphabetical order:
“ Cash Settlement
Amount ” means, in respect of Loaned Shares as to which a
Cash Settlement is effected pursuant to
Section 4(f) following a termination of the corresponding
Loan, an amount in U.S. dollars equal to the product of the number
of such Loaned Shares and the Stock Price.
“ Cash Settlement Date
” means, in respect of Loaned Shares as to which Cash
Settlement is effected pursuant to Section 4(f), a date or
dates selected by Borrower, which date or dates shall
be as soon as practicable after the
determination of the Stock Price and the calculation of the related
Cash Settlement Amount.
“ Return Fee ”
means, in respect of a number of Loaned Shares determined by
Borrower in its sole discretion (which shall not exceed the number
of Loaned Shares returned to Lender, following a termination of the
corresponding Loan), an amount equal to, for each such Loaned
Share, 0.0025 times the Stock Price; provided that such
amount shall not exceed $0.05 per Loaned Share nor be less than
$0.005 per Loaned Share.
“ Stock Price ”
means a price per share of Common Stock determined by Borrower
pursuant to the stock price methodology agreed to by Borrower and
Lender pursuant to Section 4(f)(iii).
(ii)
deleting clause (c) of the
definition of “Maximum Number of Shares” in its
entirety, and replacing it with the following new clause
(c):
“(c)
If any Convertible Notes are
tendered to Lender for conversion in accordance with the terms of
such Convertible Notes, then, upon delivery of a written notice to
Borrower (the “ Conversion Notification
”), within two Business Days of receipt by Lender of the
conversion notice required under the terms of the Indenture,
setting forth (1) Lender’s determination of the daily
conversion rates (within the meaning set forth in the Indenture)
for such Convertible Notes, (2) whether the Lender has elected
to settle all or any portion of such Convertibles Notes in cash
pursuant to the terms of the Indenture (and if applicable the
specified cash percentage as defined in the Indenture),
(3) the conversion settlement dates for such Convertible Notes
and (4) whether Lender elects a Cash Settlement pursuant to
Section 4(f) with respect to the related Loan termination
(and the number of Loaned Shares to which such Cash Settlement
election applies), the Maximum Number of Shares shall be, effective
as of
