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November 24, 1999
Q Investments, L.P.
301 Commerce Street
Suite 2975
Fort Worth, Texas
76102
Gentlemen:
Reference is hereby made to that certain letter agreement dated as of even date
hereof between you 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 transfer and convey to us, immediately following issuance of
the Dividend Make-Whole Payment by GTL to you pursuant to the GTL Letter, 38,281
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 you from the sale of the 304,632 Remaining Make-Whole Shares (as
defined below), less the amount of the sale concessions of up to 6 cents per
share paid by you to Bear, Stearns & Co. Inc. in connection therewith (such
difference, the "Actual Sale Amount"), are less than $7,920,421 (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 you as the Dividend Make-Whole Payment under the GTL Letter and 38,281
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 sell all and not less than all of the Remaining
Make-Whole Shares through Bear, Stearns & Co. Inc. during the period ending on
December
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10, 1999, unless extended by us. You further agree that you will use your
reasonable best efforts to cause Bear, Stearns & 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 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 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
600 Third Avenue
New York, New York 10016
Attn: Nick Moren
Fax: 212-867-5248
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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/ Nicholas C. Moren
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Name: Nicholas C. Moren
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/ Robert McCormick
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Name: Robert McCormick
Title: Vice President
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