<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Globalstar Telecommunications Limited
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
G3930H104
(CUSIP Number)
Eric J. Zahler, Senior Vice President, Secretary and General Counsel,
Loral Space & Communications Ltd.,
c/o Loral SpaceCom Corporation, 600 Third Avenue, New York, New York 10016
(212) 697-1105
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 26, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
________________________________________________________________________________
CUSIP NO. G3930H104 PAGE 2 OF 8 PAGES
________________________________________________________________________________
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loral Space & Communications Ltd.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
________________________________________________________________________________
7 SOLE VOTING POWER
14,723,647
__________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH __________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
14,723,647
__________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,723,647
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 8
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Loral Space & Communications Ltd., a Bermuda company ("Loral"),
hereby amends and supplements, in this Amendment No. 4 to Schedule 13D (this
"Amendment No. 4"), the Statement on Schedule 13D originally filed on October
29, 1996, as amended on May 21, 1997, June 11, 1998 and July 31, 1998 (as so
amended, the "Schedule 13D"), with respect to shares of Common Stock, $1.00 par
value per share (the "Shares"), of Globalstar Telecommunications Limited, a
Bermuda company (the "Company), as follows:
Capitalized terms used herein but not defined herein have the
meanings assigned to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by replacing the first
paragraph thereof with the following:
This Statement is filed by and on behalf of Loral, a Bermuda
company. Loral is engaged in the space and telecommunications business and has
its principal executive offices at Cedar House, 41 Cedar Avenue, Hamilton HM12,
Bermuda. The executive office of Loral SpaceCom Corporation, the subsidiary of
Loral that supervises the activities of Loral's subsidiaries in North America,
is located at 600 Third Avenue, New York, New York 10016. Schedule I of the
Schedule 13D is hereby amended and restated by Schedule I attached to this
Amendment No. 4
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the Schedule 13D is hereby amended by adding the following
after the third paragraph thereof:
The aggregate cost of the Preferred Shares (as defined herein) was
$145,875,000. Loral applied a portion of the proceeds from its offering of
senior notes, which was completed on January 21, 1999, towards such purchase.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The sole business of the Company is acting as a general partner in
Globalstar, L.P. ("Globalstar"), which is building and preparing to operate a
worldwide, low-earth orbit satellite-based digital telecommunications system
(the "Globalstar System(TM)"). Loral owns, directly and indirectly,
approximately 42%, on a fully diluted basis, of the outstanding equity of
Globalstar and has overall management responsibility for the design,
construction, deployment and operation of the Globalstar System. A portion of
Loral's interest in Globalstar is held through the Company, and certain of the
Company's directors are also members of the Board of Directors or senior
management of Loral. See Item 6 for a further description of the relationship
between Loral and the Company.
-3-
<PAGE> 4
Loral may make further purchases of Shares from time to time. Loral
may not sell the Shares unless they are registered under the Securities Act of
1933, as amended (the "Securities Act") or sold pursuant to an exemption from
registration, including an exemption under Rule 144 of the Securities Act.
On November 5, 1998, Loral acquired 276,000 partnership interests of
Globalstar from DACOM Corporation and DACOM International, Inc. (collectively,
"Dacom") in exchange for 717,600 Shares owned by Loral (the "Dacom Exchange
Shares"). The Company filed and currently has effective a shelf registration
statement covering the resale of the Dacom Exchange Shares.
On January 26, 1999, Loral purchased 3,000,000 shares of 8%
Convertible Redeemable Preferred Stock of the Company due 2011 (the "Preferred
Shares"), having an aggregate liquidation preference of $150,000,000, at a
purchase price of $48.625 per Preferred Share. The Preferred Shares are
convertible into Shares by Loral at any time after March 22, 1999 at a
conversion price of $23.2563, which conversion price is subject to adjustment
upon the occurrence of certain anti-dilutive events.
The purpose of the acquisition of the Shares by the Executive
Officers and Directors is for investment. The Executive Officers and Directors
may make further purchases of Shares from time to time and, subject to any
applicable restrictions under the Securities Act, may dispose of any or all of
the Shares held by them at any time.
Except as set forth above and in Item 6 below, neither Loral nor, to
the best knowledge of Loral, any of the persons listed in Schedule I, has any
plans or proposals that relate to or would result in any of the consequences set
forth in Sections (a) through (j) of Item 4 of Schedule 13D. Each of Loral and
each of the persons listed on Schedule I may, at any time, review or reconsider
its or his position with respect to the Company and formulate plans or proposals
with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Company
Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as
follows:
(a)-(b) Except as set forth in Item 6:
(i) Loral Beneficially Owns 14,723,647 Shares by virtue of having
sole voting and dispositive power with respect to the Shares.
Loral acquired 1,674,400 Shares on April 22, 1996 in a distribution
from Loral Corporation in connection with the Spin-Off. Loral SpaceCom
Corporation, a wholly-owned subsidiary of Loral, transferred 267,256 of such
Shares (the "Lehman GTL Shares") to certain partnerships affiliated with Lehman
Brothers Holdings Inc. (the "Lehman Partnerships") on August 9, 1996 in exchange
for shares of Series S Redeemable Preferred Stock of SS/L (Bermuda) Ltd. (the
"Lehman Transaction"). On March 3, 1996, Loral acquired 2,050,000 CPEOs, which
were initially convertible, at a conversion price of $65.00, into 1,576,923
-4-
<PAGE> 5
Shares. On April 29, 1997, Loral, by virtue of its ownership of 1,407,144
Shares, acquired 159,170 Shares (the "Rights Shares") pursuant to the exercise
of subscription rights to purchase Common Stock at $26.50 per share ("GTL
Rights") distributed by GTL to shareholders of record on March 24, 1997. On
April 30, 1997, Loral and Space Systems/Loral, Inc., a wholly owned subsidiary
of Loral ("SS/L"), exercised their GTL Warrants and purchased 942,428 and
195,094 Shares, respectively (collectively, the "Warrant Shares"). On May 5,
1997, Loral acquired 16,002 Shares (the "Standby Shares") pursuant to a Standby
Agreement between Loral and the Company under which Loral was obligated to
purchase any Shares not purchased by shareholders pursuant to the exercise of
Rights.
On May 28, 1997, the Company issued a 100% stock dividend (the "1997
Stock Split"). As a result of the 1997 Stock Split, Loral's ownership of Shares
increased from 2,719,838 Shares to 5,439,676 Shares.
As a result of an antidilution adjustment in the conversion price of
the CPEOs effected by the Stock Split and the distribution of the Rights, Loral
became entitled to convert its CPEOs into an additional 1,749,917 Shares. On
March 31, 1998, the Company called for the provisional redemption of the CPEOs.
Under the terms of the indenture governing the CPEOs, the Company was required,
in connection with such provisional redemption, to pay to each holder of CPEOs
an interest make-whole payment of 0.0435 share of common stock for each CPEO
held. On April 14, 1998, Loral converted its CPEOs into 3,326,840 Shares (the
"CPEO Shares") and on April 30, 1998, Loral received 89,175 Shares as an
interest make-whole payment (the "Interest Make-Whole Shares"). As a result of
this conversion, Loral's ownership of Shares increased to 8,855,691.
On June 8, 1998, the Company issued a 100% stock dividend (the "1998
Stock Split"). As a result of the 1998 Stock Split, Loral's ownership of Shares
increased from 8,855,691 to 17,711,382 Shares. On July 6, 1998, Loral sold
8,400,000 Shares to various entities associated with or advised by Soros Fund
Management L.L.C. ("Soros"), reducing Loral's ownership of Shares to 9,311,382
Shares. On November 5, 1998, Loral transferred 717,600 Shares to Dacom in
exchange for 276,000 Globalstar partnership interests, reducing Loral's
ownership of Shares to 8,593,782 Shares. On January 26, 1998, Loral acquired
3,000,000 Preferred Shares, which are initially convertible into 6,449,865
Shares, increasing the number of Shares Beneficially Owned by Loral to
15,043,647 Shares. Of these Shares, 1,988,000 represent Shares underlying
options granted to certain executives and directors of Loral and its predecessor
entity. As of December 31, 1998, 320,000 such options had been exercised and
accordingly, Loral's Beneficial Ownership of Shares was reduced to 14,723,647
Shares.
The Shares Beneficially Owned by Loral constitute approximately
16.6% of the outstanding Shares of the Company.
(ii) To the best knowledge of Loral, the Executive Officers and
Directors Beneficially Own the number of Shares set forth opposite their names
on Schedule I hereto. To the best knowledge of Loral and except as set forth on
Schedule I hereto, the Executive
-5-
<PAGE> 6
Officers and Directors have sole voting and dispositive power with respect to
their respective Shares. The respective percentage interests of the Executive
Officers and Directors are set forth opposite their names in Schedule I hereto.
Loral's percentage is calculated based upon the 82,016,681 Shares
issued and outstanding as of December 31, 1998 plus the 6,449,865 Shares that
may be acquired by Loral upon conversion of the Preferred Shares. The percentage
interest of an Executive Officer or Director is calculated based upon the
82,016,681 Shares stated to be issued and outstanding as of December 31, 1998
plus the number of exercisable options held by such Executive Officer or
Director set forth on Schedule I hereto.
(c) The trading date, number of Shares purchased or disposed of and price per
Share (excluding commissions, if any) for all transactions by Loral and the
Executive Officers and Directors for the 60-day period preceding January 26,
1999 through the date hereof are set forth in Schedule II hereto. With the
exception of the exchange of Shares to Dacom and the purchase of the Preferred
Shares, all other transactions in the Shares were effected on the Nasdaq
National Market.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company
(i) The third, fourth and fifth paragraphs of Item 6 of the Schedule
13D are hereby amended and restated as follows:
Loral has beneficial ownership (calculated on a proportionate basis,
in the case of ownership interests held through entities not wholly-owned by
Loral) of approximately 26,399,284 Globalstar partnership interests,
constituting approximately 42% of Globalstar's total outstanding partnership
interests (after giving effect to exercise of warrants held by GTL to acquire
1,032,250 Globalstar partnership interests and the conversion of the preferred
partnership interests into 3,715,972 ordinary partnership interests). Loral's
beneficial interest in Globalstar consists of (i) 22,718,372 partnership
interests held directly and indirectly by Loral and SS/L and (ii) approximately
3,680,912 partnership interests held indirectly by Loral through its holdings of
Shares.
The Company has entered into an Exchange and Registration Rights
Agreement, dated as of December 31, 1994, with Globalstar and each of the other
partners named therein, as amended on April 8, 1998 to add an additional partner
as a party thereto, pursuant to which the Company has granted to each other
partner in Globalstar, the right, following the date on which Globalstar
achieves full coverage via a 48-satellite constellation (the "Full Coverage
Date") and after at least two consecutive reported fiscal quarters of positive
income, to exchange its Globalstar partnership interests for an equal number of
Shares (subject to antidilution adjustments) subject to the following
limitations: (i) in any 12-month period, the sum of the number of Globalstar
partnership interests so transferred plus all other transfers of Globalstar
partnership interests will not be permitted to exceed 5% of the total number of
Globalstar partnership interests outstanding (including those held by the
Company), and (ii) the number of Shares so issued in any 12-month period will
not exceed 10% of the number of
-6-
<PAGE> 7
Shares outstanding at the beginning of that year. The Company has agreed, with
certain limited exceptions, to file, and to use reasonable efforts to maintain
the effectiveness of, a registration statement covering the issuance of such
Shares. In the event of a bona fide offer or solicitation that would result in a
change of control involving a majority of the outstanding Shares or a majority
of the members of the Company's Board of Directors not approved by the partners
of Globalstar, the exchange rights will become fully exercisable, regardless of
such limitation, whether or not the Full Coverage Date has occurred. Loral will
have the right, through its direct and indirect interests in Globalstar,
pursuant to this agreement to acquire approximately 90,873,488 Shares.
On July 6, 1998, Loral purchased 4,200,000 direct and indirect
partnership interests of Globalstar for $420 million in cash from certain
partners of Globalstar. Concurrently with such purchase of partnership
interests, Loral sold to Soros 8,400,000 Shares at a purchase price of $29 1/6
per share. The Company has agreed to file a shelf registration statement
covering the Soros Shares and have such registration statement declared
effective within one year from the date of purchase. On November 5, 1998, Loral
transferred 717,600 Shares to Dacom in exchange for 276,000 Globalstar
partnership interests. The Company currently has an effective registration
covering the resale of the Dacom Exchange Shares.
-7-
<PAGE> 8
Item 7. Material to be Filed as Exhibits
The following exhibit is filed hereto:
Exhibit G: Exchange Agreement dated as of September 28, 1998 relating to
717,600 shares of Common Stock by and between Loral Space &
Communications Ltd., DACOM Corporation and DACOM
International, Inc.
-8-
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 1999
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Eric J. Zahler
---------------------------------------------
Name: Eric J. Zahler
Title: Senior Vice President, Secretary and
General Counsel
-9-
<PAGE> 10
SCHEDULE I
Set forth below is the name, position, present principal occupation
and amount of beneficial interest in the Shares, if any, of the directors and
executive officers of Loral Space & Communications Ltd. Except as set forth
below, the business address of each of these persons is c/o Loral SpaceCom
Corporation., 600 Third Avenue, New York, New York 10016. Each such person is a
citizen of the United States except that Mr. Gregory Clark holds dual U.S. and
Australian citizenship.
Directors and Executive Officers of Loral Space &
Communications Ltd.
<TABLE>
<CAPTION>
Name and Position in addition to Number of Percentage
Present Principal Occupation Present Principal Occupation Shares Owned** Interest
- --------------------------------- ------------------------------------------ -------------- ----------
<S> <C> <C> <C>
Bernard L. Schwartz Chairman of the Board of Directors 1,357,604(1) 1.6%
and Chief Executive Officer
Gregory J. Clark President and Chief Operating Officer 20,000(2) *
Howard Gittis, Director Vice Chairman and Chief 80,000(3) *
Administrative Officer of MacAndrews
& Forbes Holdings, Inc.
35 E. 62nd St.
New York, NY 10021
Robert B. Hodes, Director Counsel to 104,452(4) *
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
</TABLE>
* Less than one percent.
1 Includes 80,000 options at an exercise price of $5.00 per Share and
480,000 options at an exercise price of $6.25 per Share.
2 Consists of 20,000 options at an exercise price of $12.875 per Share.
3 Consists of 80,000 options at an exercise price of $8.34375 per Share.
4 Includes 80,000 options at an exercise price of $8.34375 per Share and
20,000 options at an exercise price of $12.59375 per Share.
I-1
<PAGE> 11
<TABLE>
<CAPTION>
Name and Position in addition to Number of Percentage
Present Principal Occupation Present Principal Occupation Shares Owned** Interest
- --------------------------------- ------------------------------------------ -------------- ----------
<S> <C> <C> <C>
Gershon Kekst, Director President of Kekst and Company, Inc. 80,000(5) *
437 Madison Ave.
New York, NY 10022
Charles Lazarus, Director Chairman Emeritus and Director of 80,000(6) *
Toys "R" Us, Inc.
461 From Road
Paramus, NJ 07652
Malvin A. Ruderman, Director Professor of Physics, Columbia 82,224(7) *
University
29 Washington Sq. West
New York, NY 10011
E. Donald Shapiro, Director Joseph Solomon Distinguished 108,924(8) *
Professor of Law
New York Law School
57 Worth Street
New York, NY 10013
Arthur L. Simon, Director Independent consultant 82,000(9) *
971 Haverstraw Road
Suffern, NY 10901
</TABLE>
5 Consists of 80,000 options at an exercise price of $8.34375 per Share.
6 Consists of 80,000 options at an exercise price of $8.34375 per Share.
7 Includes 80,000 options at an exercise price of $8.34375 per Share and
2,000 Shares held by his wife as to which he disclaims beneficial
ownership. 8 Includes 80,000 options at an exercise price of $8.34375 per
Share.
9 Includes 80,000 options at an exercise price of $8.34375 per Share, 1,250
Shares held in an IRA account and 750 Shares held in his wife's IRA
account as to which he disclaims beneficial ownership.
I-2
<PAGE> 12
<TABLE>
<CAPTION>
Name and Position in addition to Number of Percentage
Present Principal Occupation Present Principal Occupation Shares Owned** Interest
- --------------------------------- ------------------------------------------ -------------- ----------
<S> <C> <C> <C>
Daniel Yankelovich, Director Chairman of DYG, Inc. 94,138(10) *
21 Holiday Point Rd.
Sherman, CT 06784
Laurence D. Atlas Vice President, Government Relations 0 *
-- Telecommunications
W. Neil Bauer Vice President 0 *
Robert E. Berry Senior Vice President 444 *
Jeanette H. Clonan Vice President, Communications and 2,517 *
Investor Relations
Michael P. DeBlasio First Senior Vice President 128,000(11) *
Terry J. Hart Vice President 0 *
Stephen L. Jackson Vice President, Administration 444 *
Avi Katz Vice President, Deputy General 1,000 *
Counsel and Assistant Secretary
Russell R. Mack Vice President, Business Ventures 7,000(12) *
Ronald C. Maehl Vice President 1,000 *
</TABLE>
10 Includes 80,000 options at an exercise price of $8.34375 per Share.
11 Includes 80,000 options at an exercise price of $5.00 per Share and 40,000
options at an exercise price of $6.25 per Share.
12 Consists of 7,000 options at an exercise price of $4.1563 per Share.
I-3
<PAGE> 13
<TABLE>
<CAPTION>
Name and Position in addition to Number of Percentage
Present Principal Occupation Present Principal Occupation Shares Owned** Interest
- --------------------------------- ------------------------------------------ -------------- ----------
<S> <C> <C> <C>
Nicholas C. Moren Senior Vice President and Treasurer 104,452(13) *
Harvey B. Rein Vice President and Controller 15,888(14) *
Thomas B. Ross Vice President, Government Relations 23,356(15) *
Richard J. Townsend Senior Vice President and Chief 0
Financial Officer
Eric J. Zahler Senior Vice President, General 128,012(16) *
Counsel and Secretary
</TABLE>
13 Includes 80,000 options at an exercise price of $5.00 per Share and 20,000
options at an exercise price of $6.25 per Share.
14 Includes 8,000 options at an exercise price of $6.25 per Share and 7,000
options at an exercise price of $4.1563 per Share.
15 Includes 10,000 options at an exercise price of $4.1563 per Share and
13,356 Shares held by his wife as to which he disclaims beneficial
ownership.
16 Includes 80,000 options at an exercise price of $5.00 per Share and 20,000
options at an exercise price of $6.25 per Share and 4,452 Shares held in a
Keogh Account and 3,560 Shares held in trust for his children.
I-4
<PAGE> 14
SCHEDULE II
TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD
PRECEDING JANUARY 26, 1999 THROUGH THE DATE HEREOF
<TABLE>
<CAPTION>
Price
Name Date Shares per Share A/S**
- --------------------------------------- --------- -------- --------- -------
<S> <C> <C> <C> <C>
Loral Space & Communications Ltd. 11/5/98 716,600 ** S
Daniel Yankelovich 12/28/98 1,670 + D
Arthur L. Simon 1/21/99 2,000 $ 18.75 A++
Loral Space & Communications Ltd. 1/26/99 *** A
</TABLE>
* A indicates an acquisition of Shares and S indicates a sale of Shares. The
above table does not show disposition of shares by Loral in connection
with the exercise by certain persons of options to acquire Shares
previously granted to them by Loral.
** The 717,600 Shares were transferred to Dacom in exchange for 276,000
Globalstar partnership interests.
*** On January 26, 1999, Loral purchased 3,000,000 Preferred Shares at a
purchase price of $48.625 per share, which Preferred Shares are initially
convertible into 6,449,865 Shares.
+ Transferred Shares to his children.
++ Consist of 1,250 Shares in his IRA account and 750 in his wife's IRA
account as to which he disclaims beneficial ownership.
II-1
<PAGE> 15
EXHIBIT INDEX
Exhibit G: Exchange Agreement dated as of September 28, 1998 relating to
717,600 shares of Common Stock by and between Loral Space &
Communications Ltd., DACOM Corporation and DACOM
International, Inc.
<PAGE> 1
[EXECUTION COPY]
EXCHANGE AGREEMENT
BY AND AMONG
LORAL SPACE & COMMUNICATIONS LTD.
AND
DACOM CORPORATION
AND
DACOM INTERNATIONAL, INC.
DATED AS OF SEPTEMBER 28, 1998
<PAGE> 2
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.
<PAGE> 3
"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,
-2-
<PAGE> 4
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;
-3-
<PAGE> 5
(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, 600 Third Avenue, New
York, New York, on 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.
-4-
<PAGE> 6
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
-5-
<PAGE> 7
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
-6-
<PAGE> 8
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
-7-
<PAGE> 9
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.
-8-
<PAGE> 10
(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
-9-
<PAGE> 11
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
600 Third Avenue
New York, New York 10016
Fax: 212-338-5350
Attention: Eric J. Zahler
(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
-10-
<PAGE> 12
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
-11-
<PAGE> 13
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.
-12-
<PAGE> 14
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/ Eric J. Zahler
____________________________________
Name: Eric J. Zahler
Title: Senior Vice President
SELLERS:
DACOM CORPORATION
By: /s/ Chi Young Kwak
____________________________________
Name: Chi Young Kwak
Title: President and CEO
DACOM INTERNATIONAL, INC.
By: /s/ Philip C.S. Ahn
____________________________________
Name: Philip C.S. Ahn
Title: President and CEO
-13-
<PAGE> 15
SCHEDULE I
<TABLE>
<CAPTION>
SELLERS AND
ADDRESS FOR NOTICE INTERESTS GTL SHARES
------------------ --------- ----------
<S> <C> <C>
DACOM Corporation 274,500 713,700
DACOM Building
65-228
3 Ka. Hangang-Ro
Yongson-ku
Seoul, Korea
Fax: 822-220-0730
Attn: IL Kim
DACOM International, Inc. 1,500 3,900
DACOM Building
Kukje Elec. Center
Seochu Ku,
Seoul 137 070
Korea
Fax: 82 234654753
Attn: H.S. Song
</TABLE>
<PAGE> 16
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_______________________________
