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 the
final conversion settlement date on which Lender delivers cash and/or shares of
Common Stock in satisfaction of the related conversion obligation, reduced by a
number of shares of Common Stock (rounded down to the nearest whole share)
equal to the product of the Maximum Number of Shares immediately prior to such
conversion and a fraction, the numerator of which is the principal amount of
Convertible Notes tendered for conversion and the denominator of which is the
principal amount of Convertible Notes outstanding as of such conversion
settlement date (including any amount of Convertible Notes issued pursuant to
the Option).


 


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(b)           Section 4(a) of
the Share Lending Agreement shall be deleted in its entirety, and replaced with
the following:


 


“(a)         Borrower may terminate all or any portion of a
Loan on any Business Day by giving written notice thereof to Lender designating
a date (the “Optional Termination Date”) upon
which such Loans shall terminate.”


 


(c)           Section 4(b) of the Share Lending
Agreement shall be deleted in its entirety, and replaced with the following:


 


“(b)         All outstanding Loans, if any, shall terminate
on the date this Agreement terminates pursuant to Section 13 (the “Facility Termination Date”).”


 


(d)           Section 4(c) of the Share Lending
Agreement shall be deleted in its entirety, and replaced with the following:


 


“(c)         Subject to Section 4(d), if on any date
(the “Excess Date”), the aggregate number of
Loaned Shares under outstanding Loans exceeds the Maximum Number of Shares, an
amount of Loans corresponding to the number of Loaned Shares in excess of the
Maximum Number of Shares shall be terminated.


 


(e)           The following new Section 4(f) shall
be added to the Share Lending Agreement immediately following Section 4(e):


 


“(f)          Upon the termination of
any Loans pursuant to clauses (a), (b) or (c) above, Borrower shall
deliver a corresponding number of Loaned Shares to Lender, against payment of
the Return Fee in respect thereof by Lender to Borrower, no later than the
fifth Business Day following the Optional Termination Date, Facility
Termination Date or Excess Date, as applicable; provided
that Lender may effect a cash settlement (a “Cash
Settlement”) of Borrower’s obligation to deliver all or a portion of
such Loaned Shares pursuant to this clause (f) but only if:


 


(i)            Borrower shall have consented to such Cash
Settlement (which consent shall not be unreasonably withheld, but shall be
subject to Borrower’s sole determination of applicable legal, regulatory or
self-regulatory requirements or other internal policies and/or procedures and
its determination as to whether it would incur any cost);


 


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(ii)           Lender shall have designated in writing a
number of Loaned Shares as to which Cash Settlement shall apply (A) in the
case of an Excess Date occurring pursuant to clause (c) of the definition
of the Maximum Number of Shares, in Lender’s Conversion Notification, (B) in
the case of an Optional Termination Date, not later than the Business Day
following such date, and (C) in the case of the Facility Termination Date,
not later than the Business Day following such Facility Termination Date;  and


 


(iii)          Borrower and Lender shall have agreed on a
methodology to determine the Stock Price in respect of such proposed Cash
Settlement.


 


If a Cash Settlement shall apply pursuant to this clause (f), then, in
lieu of delivering such Loaned Shares to Lender and payment of the Return Fee
to Borrower, Borrower shall pay the related Cash Settlement Amount to Lender on
the Cash Settlement Date.


 


(f)            Section 16(a) of the Share
Lending Agreement shall be deleted in its entirety, and replaced with the
following:


 


“(a)         All notices and other communications hereunder
shall be in writing (where, email communications between Lender and Borrower
shall constitute “notice,” “written notice” or any other notice “in writing” as
used in this Agreement) and shall be deemed to have been duly given when
received (or in the case of email, when transmitted, except if such email is no
longer valid and promptly notifies the sender of its invalidity).”


 


(g)           Section 16(b) of the Share Lending
Agreement shall be deleted in its entirety, and replaced with the following:


 


“(b)         All such notices and other communications
shall be directed to the following address or email address, as the case may be
(or such other address or email address of a party as specified in writing by
that party to the other):


 


(i)                                     If to Borrower or
Borrowing Agent to:


 


Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10080


 


Email:  andrew_clark1@ml.com


 


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(ii)           If
to Securities Intermediary to:


 


Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10080


 


Email:  andrew_clark1@ml.com


 


(iii)          Globalstar, Inc.

461 South Milpitas Blvd.

Milpitas, California 95035

Attention:  Chief Financial Officer

Facsimile:  408-933-4949


 


Email:  fuad.ahmad@globalstar.com


 


3.        Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, but excluding
any choice of law provisions that would require the application of the laws of
a jurisdiction other than New York.


 


4.        Confirmation of the
Share Lending Agreement.  Except as
amended hereby, the Share Lending Agreement shall remain in full force and
effect and is hereby confirmed in all respects.


 


5.        Counterparts.  This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
all of the signatures thereto and hereto were upon the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.


 


	
  GLOBALSTAR, INC.

  	
   

  	
  MERRILL LYNCH INTERNATIONAL

  
	
  as Lender

  	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Fuad Ahmad

  	
   

  	
  By:

  	
    /s/ Angelina
  Topes

  
	
   

  	
  Name:

  	
  Fuad Ahmad

  	
   

  	
   

  	
  Name:

  	
  Angelina Topes

  
	
   

  	
  Title:

  	
  CFO

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


	
   

  	
   

  	
   

  	
  MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED

  
	
   

  	
   

  	
   

  	
  as Borrowing Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Fran
  Jacobson

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Fran Jacobson

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  



 


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