EXHIBIT 10.2


 


EXCHANGE AGREEMENT


 


BY AND AMONG


 


GLOBALSTAR, INC.


 


AND


 


THE NOTEHOLDERS SIGNATORY HERETO


 


Dated as of May 20, 2013


 




    	 



    	 



    

 





EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT
(this “Agreement”) is made and entered into as of May 20, 2013, by and among Globalstar, Inc., a Delaware
corporation (the “Company”), and the Noteholders signatory hereto (individually or in their capacity as investment
managers, the “Noteholders” and each a “Noteholder”).


 


WHEREAS, the Noteholders
are beneficial owners of the Company’s 5.75% Convertible Senior Notes due 2028 (the “Notes”), in an aggregate
principal amount of $65,554,000 (the “Exchanged Notes”);


 


WHEREAS, each of the
Noteholders has exercised its rights to require the Company to purchase the Exchanged Notes owned by it on April 1, 2013, pursuant
to Section 8.02 of the First Supplemental Indenture (the “Supplemental Indenture”), dated as of April 15, 2008,
between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), to the Indenture, dated
as of April 15, 2008 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”),
between the Company and the Trustee.


 


WHEREAS, pursuant to
Section 8.02 of the Indenture, the Company was required to purchase the Exchanged Notes on April 1, 2013 (the “Mandatory
Redemption”), at a purchase price equal to 100% of the principal amount of the Exchanged Notes plus any accrued and
unpaid interest to, but excluding, the purchase date, and, as of the date hereof, the Company has not purchased any of the Exchanged
Notes;


 


WHEREAS, the Company
has failed to make the Mandatory Redemption (the “Purchase Default”);


 


WHEREAS, the Company
has failed to make the payment of regularly scheduled interest on the Notes that was due on April 1, 2013 (the “Payment
Default,” and, together with the Purchase Default, the “Specified Defaults”);


 


WHEREAS, certain of
the Noteholders and the Company have entered into a Forbearance Agreement, dated as of April 1, 2013 (as amended, the “Forbearance
Agreement”), in respect of the Specified Defaults; and


 


WHEREAS, in lieu of
the Mandatory Redemption, the Company and each of the Noteholders have agreed to exchange the Exchanged Notes for the New Common
Stock, the Cash Consideration, the New Convertible Notes and the Guarantees (each as defined below) (the “Exchange”).


 


NOW, THEREFORE, in consideration
of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed as follows:


 




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ARTICLE
I



EXCHANGE


 


Section 1.1     Exchange.
Under the terms and subject to conditions hereof and in reliance upon the representations, warranties and agreements contained
herein, at the Closing (as defined below), each Noteholder shall exchange all of its Exchanged Notes for the following consideration:


 


(a)     The
number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock” and not,
for the avoidance of doubt, any Nonvoting Common Stock (as defined in the Company’s Amended and Restated Certificate of
Incorporation)), equal to the quotient of (1) 14.8% of the aggregate outstanding principal amount of Exchanged Notes beneficially
owned and exchanged by such Noteholder divided by (2) the lesser of (X) the average of the Volume Weighted Average Prices (as
defined in the Indenture) over the 30 consecutive calendar days immediately preceding the Closing Date (as defined below) and
(Y) $0.32 (collectively, the “New Common Stock,” and each Noteholder’s number of shares of New Common
Stock to be received at the Closing being set forth on the Noteholder Schedule (as defined below)). Any fractional shares issuable
to a Noteholder pursuant to this Section 1.1(a) shall be rounded up to the nearest full share;


 


(b)     A
cash payment equal to (1) 20.6606% of the principal amount of Exchanged Notes beneficially owned and exchanged by such Noteholder
(without regard to accrued and unpaid interest) (the “Principal Repayment”) plus (2) accrued and unpaid interest
on the Exchanged Notes through, but not including, the Closing Date (together with the Principal Repayment, the “Cash
Consideration,” with each Noteholder’s Cash Consideration to be received at the Closing being set forth on the
Noteholder Schedule), it being understood that (i) the interest on the Exchanged Notes due on April 1, 2013 shall be paid by the
Trustee as provided in the Indenture (to holders of record on March 15, 2013) and, on the morning of May 17, 2013, the Company
deposited sufficient funds for such payment with the Trustee on or prior to the Closing Date in accordance with Section 4.5, and
(ii) the Principal Repayment and interest on the Exchanged Notes from April 1, 2013 through, but not including, the Closing Date
shall be paid directly by the Company to the Noteholder at Closing via wire transfer of immediately available funds to an account
designated by such Noteholder on the Noteholder Schedule; and


 


(c)     New
8.0% Convertible Senior Notes due 2028 (the “New Convertible Notes”) of the Company to be issued pursuant to
the Fourth Supplemental Indenture to the Base Indenture (the “New Indenture”), dated as of the Closing Date,
in the form attached as Exhibit A hereto, in an aggregate principal amount equal to the principal amount of Exchanged Notes
beneficially owned and exchanged by such Noteholder (without regard to accrued and unpaid interest) less the Principal Repayment
to which such Noteholder is entitled pursuant to Section 1.1(b)(1), plus the increase in New Convertible Notes pursuant to Section
4.4(a) (and with each Noteholder’s aggregate principal amount of New Convertible Notes to be received at the Closing being
set forth on the Noteholder Schedule); provided that, the New Convertible Notes shall be issued in the minimum denominations
specified in the New Indenture.


 




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At the Closing, each Holder shall effect
by book entry, in accordance with the applicable procedures of the Depository Trust Company (“DTC”), the delivery
to the Trustee (or such other person as directed by the Company in writing) of the Exchanged Notes held by such Noteholder as
set forth on the Noteholder Schedule, and such Exchanged Notes shall be cancelled upon the receipt by the Noteholder of the consideration
set forth in clauses (a) through (c) above.


 


Section 1.2      Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur simultaneously with
execution and delivery of this Agreement at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New
York, New York 10036, or such other time, date or location as agreed by the parties. The date on which the Closing occurs is hereinafter
referred to as the “Closing Date.”


 


ARTICLE
II



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to each Noteholder, as of the Closing Date, as follows:


 


Section 2.1      Authority
Relative to this Agreement, the New Indenture and the New Convertible Notes.


 


(a)     The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company
has the requisite corporate power and authority to execute and deliver this Agreement, the New Indenture, the New Convertible
Notes and any other document executed in connection therewith and to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement, the New Indenture and the New Convertible Notes and the consummation by the Company
of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company, and no
other corporate or stockholder proceedings on the part of the Company are necessary to authorize this Agreement, the New Indenture,
the New Convertible Notes or any other document executed in connection therewith or for the Company to consummate the transactions
contemplated hereby and thereby.


 


(b)     This
Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery
by the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against it in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles. On the Closing Date, the New
Convertible Notes will have been duly executed and delivered by the Company and when the New Convertible Notes are authenticated
in the manner provided for in the New Indenture and delivered in the Exchange as provided in this Agreement, the New Convertible
Notes will constitute valid and binding obligations of the Company entitled to the benefits provided by the New Indenture under
which they are to be issued, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.


 




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(c)     On
the Closing Date, the New Indenture will have been duly executed and delivered by the Company and duly qualified under the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”) and, assuming the due authorization, execution
and delivery by the other parties thereto, will constitute the valid and binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles. For the avoidance of doubt, the
representations and warranties of the Company contained in this Section 2.1 are subject to the receipt of the Consents (as defined
below).


 


Section 2.2      Approvals.
No consent, approval, authorization or order of, or registration, qualification or filing with any court, regulatory authority,
governmental body (a “Governmental Entity”) or any other third party (each, a “Approval”)
is required to be made or obtained by the Company or any of its subsidiaries for the execution, delivery or performance by the
Company of this Agreement, the New Indenture, the New Convertible Notes, the issuance of the New Common Stock or any other document
executed in connection therewith, or for the execution, delivery or performance by the Company’s subsidiaries of any documents
which they are required to execute and deliver pursuant to the Indenture, or for the consummation by the Company and its subsidiaries
of the transactions contemplated hereby or thereby, other than those that have been or will be obtained prior to the Closing Date
or for which the Consents are being obtained, and except for filings required by the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or any state securities laws and other matters where the failure by the Company to make
or obtain any Approval would not be material to the business of the Company and its subsidiaries, taken as a whole.


 


Section 2.3       Non-Contravention.


 


(a)     The
issuance of the New Convertible Notes, the New Common Stock, the performance by the Company and each of its subsidiaries (to the
extent they are parties thereto) of its obligations under this Agreement, the New Indenture, the New Convertible Notes and each
other document executed by it in connection therewith, and the consummation by the Company and its subsidiaries of the transactions
contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is subject (other than any default under, or violation of,
the Indenture or the Company’s existing senior credit facility in connection with the Specified Defaults or that will be
cured by the Company’s receipt of the Consents), (ii) the provisions of the organizational documents of the Company or any
of its subsidiaries or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties; except in the case of clauses (i) or (iii) above, as would
not be material to the business of the Company and its subsidiaries, taken as a whole.


 




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(b)     Neither
of the Company nor any of its subsidiaries is (i) in violation of the provisions of its organizational documents or (ii) in default
under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject (other than any default under, or violation of, the Indenture or the Company’s
existing senior credit facility in connection with the Specified Defaults or that will be cured by the Company’s receipt
of the Consents), except in the case of clause (ii) above, as would not be material to the business of the Company and its subsidiaries,
taken as a whole, or as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 or the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.


 


Section 2.4      Capitalization;
Issuance. The authorized capital stock of the Company is 1,100,000,000 shares, of which 865,000,000 shares have been designated
as Common Stock, of which 357,216,625 shares were issued and outstanding immediately prior to the Closing. All of the issued shares
of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. All of
the issued shares of capital stock of each material subsidiary of the Company have been duly and validly authorized and issued,
are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims. The shares of Common Stock issuable upon conversion of the New Convertible Notes and the shares of New Common
Stock issuable to each Noteholder under this Agreement have been duly and validly authorized and reserved for issuance and, when
issued and delivered in accordance with the provisions of this Agreement, the New Convertible Notes and the New Indenture, will
be duly and validly issued, fully paid and non-assessable. Each Noteholder shall receive good, valid and marketable title to its
respective (i) shares of New Common Stock, (ii) shares of Common Stock issuable upon conversion of the New Convertible Notes and
(iii) New Convertible Notes, in each case free and clear of all liens, encumbrances, equities, claims or preemptive or similar
rights.


 


Section 2.5     Absence
of Undisclosed Liabilities. Except as and to the extent adequately accrued or reserved against in the balance sheet of the
Company as of March 31, 2013 (such balance sheet, together with all related notes and schedules thereto, the “Balance
Sheet”), the Company has no material liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, known or unknown and whether or not required by U.S. GAAP to be reflected on a balance sheet of the Company, except
for (i) liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of
the Balance Sheet that are not, individually or in the aggregate, material to the Company, (ii) liabilities and obligations disclosed
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 or the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2013, (iii) the obligations with respect to the New Convertible Notes and (iv) obligations
arising under the Equity Commitment, Restructuring Support and Consent Agreement, in each case as in effect simultaneously with
the execution and delivery of this Agreement, among the Company, certain of its subsidiaries and the other parties to the Company’s
senior credit facility.


 




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Section 2.6     Securities
Laws. Assuming the accuracy of the representations and warranties of the Noteholders contained herein, the Exchange is being
consummated pursuant to Section 3(a)(9) and Rule 149 of the Securities Act of 1933, as amended (the “Securities Act”).
The Company has not engaged in any general solicitation or engaged or agreed to compensate any broker or agent to solicit any
exchanges of securities contemplated by this Agreement. None of the Company, its subsidiaries, any of their affiliates, and any
person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would require registration of any of the New Common Stock, the New Convertible Notes
or guarantees of the New Convertible Notes (the “Guarantees”) under the Securities Act or cause the Exchange
to be integrated with prior offerings by the Company for purposes of Securities Act or any applicable stockholder approval provisions,
including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the
securities of the Company are listed or designated. None of the Company, its subsidiaries, their affiliates and any person acting
on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of
the New Common Stock, the Guarantees or the New Convertible Notes under the Securities Act or cause the Exchange to be integrated
with other offerings of securities by the Company. The Company has taken all necessary action to comply in all material respects
with the requirements of the Trust Indenture Act. The Company is current in its filings of all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act and such
filings are in material compliance with the Exchange Act. Assuming the accuracy of the representations and warranties of the Noteholders
contained herein, upon issuance, the New Convertible Notes, the New Common Stock and the shares of Common Stock issuable upon
conversion of the New Convertible Notes will be eligible for immediate sale by the Noteholders or their transferees without registration
or restriction under the Securities Act and without any restrictive legend.


 


Section 2.7      Tender
Offer Rules. The Exchange does not constitute a tender offer, and is not subject to Section 14D, 14E or Rule 13e-4 of the
Exchange Act.


 


Section 2.8      SEC
Filings; Disclosure. None of the documents the Company has furnished to or filed with the SEC since January 1, 2013 (the “SEC
Filings”) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary in order to make the statements therein not misleading. The consolidated financial
statements of the Company and its subsidiaries included in the SEC Filings have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent permitted by Rule
10-01 of Regulation S-X promulgated by the SEC) and fairly present in all material respects the financial position of the Company
and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to the absence of complete footnotes as permitted by Regulation S-X and to normal year end
audit adjustments, none of which are material).


 


Section 2.9      No
Affiliates. To the Company’s knowledge, none of the Noteholders are affiliates of the Company (as defined in Rule 12b-2
promulgated under the Exchange Act).


 




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ARTICLE
III



REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS


 


Each Noteholder represents
and warrants to the Company, severally, and not jointly, as of the Closing Date, as follows (which representations and warranties
shall terminate as of the Closing Date):


 


Section 3.1      Existence;
Authorization. The Noteholder is duly organized and validly existing under the laws of its jurisdiction of organization.
The execution, delivery and performance by the Noteholder of this Agreement and the consummation of the transactions contemplated
hereby are within the Noteholder’s powers and have been duly authorized by all necessary action on the part of the Noteholder.
This Agreement has been duly executed by the Noteholder and constitutes a valid and binding agreement of the Noteholder.


 


Section 3.2      Non-Contravention;
Approvals. The execution, delivery and performance by the Noteholder of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the organizational documents of the Noteholder or any statute or any order,
rule or regulation of any court or governmental agency or body having jurisdiction over the Noteholder or any of its properties
or (ii) require any consent or other action by any person under, constitute a default under, or give rise to any right of termination,
cancellation or acceleration of any right or obligation of the Noteholder under any provision of any agreement or other instrument
binding upon the Noteholder. The execution, delivery and performance by the Noteholder of this Agreement do not require any Approval.


 


Section 3.3      Ownership
of Exchanged Notes. The Noteholder is the beneficial owner of, or investment manager for, the principal amount of Exchanged
Notes set forth on the Noteholder Schedule opposite such Noteholder’s name and, at the Closing, will deliver or cause to
be delivered the Exchanged Notes for exchange in accordance with this Agreement free and clear of all liens, encumbrances, equities
or claims.


 


Section 3.4       Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made by and on behalf of the Noteholder or any of its
affiliates.


 


Section 3.5      Securities
Laws. The Noteholder is participating in the Exchange and acquiring the New Convertible Notes and the New Common Stock as
principal, for its own account for investment purposes only and without a view towards distribution thereof except in compliance
with the Securities Act. The Noteholder approached the Company and initiated negotiations with the Company regarding the Exchange
and has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary
to permit it to evaluate the merits and risks of the transactions contemplated by this Agreement. The Noteholder has sufficient
experience in business, financial and investment matters to be able to evaluate such risks and to make an informed investment
decision with respect to the Exchange. The Noteholder acknowledges that the Exchange is intended to be exempt from registration
pursuant to Section 3(a)(9) of the Securities Act.


 




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Section 3.6      No
Affiliates. To its knowledge, the Noteholder is not an affiliate of the Company (as defined in Rule 12b-2 promulgated under
the Exchange Act).


 


ARTICLE
IV



ADDITIONAL AGREEMENTS 


 


Section 4.1       Commercially
Reasonable Efforts; Further Assurances. The parties shall each cooperate with each other and use (and shall cause their respective
subsidiaries and controlled affiliates to use) their respective commercially reasonable efforts to promptly take or cause to be
taken all necessary actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable
laws to consummate and make effective all the transactions contemplated by this Agreement as soon as practicable on and after
the date of this Agreement. The failure of any party to perform the actions contemplated by this Agreement shall not impair the
rights and obligations of any party under this Agreement, and notwithstanding any such failure, except as specifically set forth
in this Agreement, the parties shall endeavor in good faith to consummate the Exchange upon the terms set forth herein.


 


Section 4.2      Public
Announcement. Immediately after the Closing is completed (the “Closing Time”), the Company shall file a
Current Report on Form 8-K with the SEC and/or issue a press release announcing this Agreement and the transactions contemplated
hereby and disclosing all material information regarding the Exchange, which Form 8-K and/or press release has been agreed upon
by the Company and the Noteholders prior to the execution of this Agreement. From and after the Closing Time, the Company covenants
and agrees that it will have made public all material non-public information regarding this Agreement and the transactions contemplated
herein or otherwise disclosed to any Noteholder. Notwithstanding the foregoing, the Company shall not, from and after the date
of this Agreement, directly or indirectly disclose, communicate, publish or reveal to any third party the identity of any Noteholder
or its participation hereunder or such Noteholder’s ownership of Notes, New Common Stock or New Convertible Notes or the
amount thereof, in each case without the prior written consent of such Noteholder, except, solely with respect to the identity
of any Noteholder and its participation hereunder, as required by applicable law, including pursuant to the Company’s reporting
obligations under the Exchange Act. For the avoidance of doubt, the Closing Date shall be the Termination Date under the Confidentiality
Agreement between the Company and each Noteholder (the “Confidentiality Agreement”), and beginning on the Closing
Date or date of termination, paragraphs 7(b) through (e) of the Confidentiality Agreement shall apply in accordance with their
terms.


 


Section 4.3      Delivery
of the New Convertible Notes. On or prior to the Closing Date, the Company shall deliver to the Trustee a signed Global Security
(as defined in the Indenture), its executed signature page to the New Indenture and any other documents reasonably required by
the Trustee for the issuance of the New Convertible Notes, and shall instruct the Trustee to execute the Global Security and the
New Indenture and to take such action as may be required to distribute the New Convertible Notes to each Noteholder or its DTC
participant through the facilities of DTC in accordance with this Agreement.


 




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Section 4.4      Additional
Consideration. In lieu of granting a lien on the collateral securing the Company’s existing senior credit facility to
secure the New Convertible Notes, the Company agrees that:


 


(a)    
the aggregate principal amount of New Convertible Notes issuable to each Noteholder at the Closing pursuant to Section 1.1(c)
shall be increased by 5.0%; and


 


(b)     If,
prior to April 1, 2018, in connection with a financing by the Company in which Thermo Funding Company LLC, James Monroe III or
one of their respective affiliates (collectively, “Thermo”) participates (directly or indirectly), any lien
that is junior or pari passu to any lien securing the Company’s existing senior credit facility is granted on any
asset of the Company or its subsidiaries (to the extent such asset is not specifically excluded from the collateral securing the
Company’s existing senior credit facility or any replacement facility) to secure such financing (a “Debt Financing”),
then each Noteholder party hereto (regardless of whether such Noteholder beneficially owns New Convertible Notes at such time)
that is eligible under applicable securities laws to be a purchaser in such Debt Financing and provides any documentation reasonably
requested by the Company or its agents to certify such eligibility shall have the right to participate in such Debt Financing
at the same price, on the same terms and for the same consideration as Thermo, provided that the aggregate amount of debt
that may be purchased by the Noteholders shall not exceed 50.0% of the amount purchased by Thermo in such Debt Financing and each
Noteholder may only participate in such Debt Financing based on its pro rata beneficial ownership of the New Convertible Notes
as of the Closing Date (as compared to the total ownership of all Noteholder parties hereto). The Company shall deliver written
notice of any such Debt Financing to the Noteholders or their representatives at least 15 calendar days prior to the relevant
incurrence, issuance or sale, which notice shall describe the anticipated terms of the proposed transaction, provided that
the description of such terms may be limited to the information provided to all other potential purchasers in such Debt Financing,
and provided further, that if the Board of Directors of the Company determines that it would be in the best interest of
the Company to consummate such Debt Financing prior to the expiration of the applicable notice period (an “Accelerated
Closing”), such Debt Financing may be consummated immediately and the Company will thereafter allow eligible Noteholders
to promptly participate in the financing on the same price, on the same terms and for the same consideration paid by Thermo and
up to the same percentage of such Debt Financing that such Noteholders would otherwise have been entitled to purchase in the absence
of an Accelerated Closing, which may be effected through an additional issuance or sale of indebtedness by the Company to such
holders or a sale directly by Thermo of indebtedness purchased in such Debt Financing to such Noteholders.


 


Section 4.5      Payment
of Interest. On May 17, 2013, the Company deposited funds with the Trustee sufficient to pay the interest on all of the Notes
(including the Exchanged Notes) which was due on April 1, 2013 (to holders of record on March 15, 2013) pursuant to the Indenture.
The Noteholders’ participation in the Exchange in no way limits the Noteholders’ entitlement to such interest.


 


Section 4.6      Delivery
of the New Common Stock. At the Closing, the Company shall deliver to each of the Noteholders evidence from DTC that the New
Common Stock to which each Noteholder is entitled under this Agreement has been transferred from the Company’s respective
accounts at DTC to the accounts of such Noteholder or its DTC participant in accordance with this Agreement.


 




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Section 4.7      Noteholder
Schedule. Prior to the Closing, the Noteholders and the Company shall agree upon a schedule setting forth the aggregate principal
amount of Exchanged Notes beneficially owned by each Noteholder and the amounts of New Common Stock, New Convertible Notes and
Cash Consideration to be delivered to each Noteholder at the Closing (the “Noteholder Schedule”).


 


Section 4.8       Fees
and Expenses. The Company shall be responsible for promptly paying DTC fees, fees of the Trustee and its counsel, and any
other fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby or associated with
the issuance of the New Convertible Notes (including associated with the Guarantees) and the New Common Stock hereunder; provided
that this Section 4.8 shall be subject in all respects to Section 5(e) of the Forbearance Agreement and Section 6.13 hereof.


 


Section 4.9      Beneficial
Ownership of the Exchanged Notes. Each Noteholder shall deliver for exchange the Exchanged Notes held by such Noteholder free
and clear of all liens, encumbrances, equities or claims. No Noteholder shall sell, transfer or dispose any Exchanged Notes unless
the transferee of such Exchanged Notes executes a joinder to this Agreement pursuant to which such transferee is deemed a Noteholder
under this Agreement.


 


Section 4.10    DTC
Eligibility. The Company agrees that on or prior to the Closing Date, the New Convertible Notes shall be eligible for issuance
through the facilities of DTC.


 


Section 4.11     Specified
Defaults.


 


(a)      Immediately
following the closing of the transactions consummated by this Agreement, the Company shall cure (i) the Specified Defaults with
respect to the Noteholders and the Exchanged Notes such that no default, or Event of Default, exists under the Supplemental Indenture
with respect to the Noteholders and the Exchanged Notes, it being agreed and acknowledged by the parties hereto that the consummation
of the transactions contemplated by, and the performance by such parties of their obligations under, this Agreement (including
the payment of all accrued and unpaid interest on the Notes through the Closing Date) shall result in the cure of such Specified
Defaults, and (ii) the Payment Default with respect to the Notes, it being agreed and acknowledged by the parties hereto that
the consummation of the transactions contemplated by, and the performance by such parties of their obligations under, this Agreement
(including the funding of all accrued and unpaid interest on the Notes through the Closing Date) shall result in the cure of such
Payment Default.


 


(b)     Subject
to the last sentence of Section 4.11(c), the Company shall on the Closing Date, irrevocably deposit funds with the Trustee sufficient
to pay the aggregate principal amount of all of the Notes (other than the Exchanged Notes) and interest on such Notes for the
period from April 1, 2013 to, but excluding, June 26, 2013 (which funds shall be held by the Trustee for payment of any amounts
due in accordance with Section 4.11(c)).


 




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(c)     Within
five (5) business days following the Closing, the Company shall commence a redemption of the entire aggregate principal amount
of the Notes then outstanding (plus accrued and unpaid interest) pursuant to Section 4.01 of the Supplemental Indenture. The Company
shall complete such redemption within 30 days thereafter and, at such time, redeem all Notes delivered to the Trustee in accordance
with such redemption. Upon the redemption date, the trustee shall pay the principal amount of and accrued interest then due on
such Notes and then cancel such Notes, at which time no Notes will be outstanding. Notwithstanding the irrevocability of the funds
deposited pursuant to Section 4.11(b), to the extent the amount of the funds deposited exceeds the amount of funds required to
redeem the Notes pursuant to this Section 4.11(c), the Company may direct the trustee to return such excess funds to the Company
following the redemption date.


 


Section 4.12    Authorized
Shares.    The Company shall at all times cause an adequate number of shares of Common Stock to be authorized
and reserved for issuance to provide for any shares of Common Stock then issuable upon conversion of the New Convertible Notes
or otherwise issuable pursuant to the New Indenture or this Agreement.


 


Section 4.13     Securities
Laws Matters. Assuming the accuracy of the representations and warranties of the Noteholders contained herein, the Company
shall not take any actions that result in the shares of Common Stock issuable upon conversion of the New Convertible Notes or
otherwise issuable pursuant to the New Indenture not being eligible for immediate sale by the Noteholders or their transferees
without registration or restriction under the Securities Act and without any restrictive legend.


 


Section 4.14    Waiver.
Notwithstanding anything to the contrary contained herein (but without limiting Section 6.13), each Noteholder hereby releases
and discharges the Company and each of its affiliates from any and all claims, demands, causes of action, damages and liabilities
of any kind whatsoever which such Noteholder ever had, now has or hereafter can, shall or may have, on the basis of Rule 13e-4(f)(1)(ii),
Rule 13e-4(f)(4), Rule 13e-4(f)(8)(ii), Rule 14d-10(a)(2) or Rule 14e-1(b) under the Exchange Act, in each case to the extent
directly or indirectly arising from, related to or in any manner connected with the purchase of StarkSat Inc.’s $5 million
aggregate principal amount of the Company’s 5% Convertible Senior Unsecured Notes and the payment by the Company of $1,250,000
in cash to StarkSat Inc., on the terms set forth in the agreement attached as Exhibit B hereto and in any other documents
entered into between StarkSat Inc. and the purchaser of such Notes, and such Noteholder represents and warrants that it has not
filed, initiated or caused to be filed or initiated, and agrees not to file, initiate or cause to be filed or initiated, any claim,
charge, suit, complaint, action or cause of action against Company or any of its affiliates with respect to such released claims.


 


Section
4.15     Forbearance Agreement. The parties agree that, notwithstanding
anything to the contrary in the Forbearance Agreement, the Forbearance Period (as defined in the Forbearance Agreement) expires
immediately prior to, but conditioned upon, the Closing.


 




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ARTICLE
V



CONDITIONS TO CLOSING


 


Section
5.1       Conditions to Closing of Each Party. The obligations of each of the parties
at the Closing are subject to the fulfillment or waiver by such party of each of the following conditions at or prior to execution
and delivery of this Agreement:


 


(a)      Consent
of Lenders. The Agent and the required lenders under the Company’s existing senior credit facility shall have provided all
consents necessary for the parties to effect the Exchange (the “Consents”).


 


(b)     No
Legal Restraint. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other legal restraint
or prohibition of any governmental entity preventing the consummation of the transactions contemplated herein shall be in effect
or pending; and


 


(c) Executed Agreement.
Each of the parties shall have received an executed counterpart of this Agreement from each of the other parties.


 


Section
5.2      Conditions to Closing of the Company. The obligations of the Company at the Closing
pursuant to this Agreement are subject to the fulfillment or waiver of each of the following conditions at or prior to execution
and delivery of this Agreement:


 


(a)     Representations
and Warranties. The representations and warranties of the Noteholders contained herein shall be true and correct in all material
respects on the Closing Date as though made as of such date, except to the extent expressly made as of an earlier date, in which
case as of such date.


 


(b)     Performance.
All agreements and conditions contained in this Agreement to be performed or complied with by each Noteholder on or prior to the
Closing Date shall have been performed or complied with by each Noteholder in all respects, including the delivery of its Exchanged
Notes.


 


Section
5.3     Conditions to Closing of the Noteholders. The obligations of each Noteholder to the Company
at the Closing pursuant to this Agreement are subject to the fulfillment or waiver of each of the following conditions at or prior
to execution and delivery of this Agreement:


 


(a)     Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects
(except for the representations and warranties qualified by materiality, which shall be true and correct in all respects) on the
Closing Date as though made as of such date, except to the extent expressly made as of an earlier date, in which case as of such
date.


 


(b)     Performance.
All agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Closing
Date shall have been performed or complied with by the Company in all respects, including the delivery to each Noteholder of its
New Common Stock, Cash Consideration and New Convertible Notes.


 




    	13



    	 



    

 


(c)     At
the Closing, Thermo Funding Company LLC or one of its affiliates shall have delivered payment to the Company for the purchase
of shares of Common Stock with an aggregate purchase price of no less than $25.0 million, at a price per share equal to $0.32,
and shall have provided reasonable evidence of the same to the Noteholders.


 


(d)     Taft
Stettinius & Hollister LLP, counsel for the Company, shall have furnished to the Noteholders an opinion, dated the Closing
Date, in substantially the form attached as Exhibit C hereto.


 


ARTICLE
VI



MISCELLANEOUS


 


Section 6.1       Reserved.


 


Section 6.2       Reserved.


 


Section 6.3       Survival.
The representations and warranties contained in this Agreement shall terminate on the date that is eighteen months following
the Closing Date. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the
period explicitly specified therein.


 


Section 6.4      Amendment
and Waiver. Except as otherwise provided herein, this Agreement may not be amended except by an instrument in writing signed
on behalf of each of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in
no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and
every provision of this Agreement in accordance with its terms. Any agreement on the part of any party to any waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such party.


 


Section 6.5       Severability.
If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable,
all other provisions of this Agreement shall not be affected and shall remain in full force and effect.


 


Section 6.6      Entire
Agreement. Except as otherwise expressly set forth herein, this Agreement, together with the Confidentiality Agreement, the
Forbearance Agreement and the New Indenture, embody the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the
parties, written or oral, that may have related to the subject matter hereof in any way.


 


Section 6.7      Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors by operation of law and permitted assigns of the parties hereto. Neither this Agreement nor any of the rights or
obligations of any party under this Agreement shall be assigned, in whole or in part by any party without the prior written consent
of the other parties except in accordance with Section 4.9.


 




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Section 6.8     Counterparts;
Third Party Beneficiaries. This Agreement may be executed in separate counterparts (which may be delivered in original form,
facsimile or “pdf” file thereof), each of which shall be an original and all of which taken together shall constitute
one and the same agreement. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations,
or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.


 


Section 6.9      Remedies.


 


(a)      Each
party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any of the covenants or agreements
in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to and without
limiting any other remedy or right it may have in law or in equity, the non-breaching party will have the right (without the requirement
of posting bond) to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction
enjoining any such breach and enforcing specifically each and every one of the terms and provisions hereof. Each party hereto
agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive
any requirement for the securing or posting of any bond in connection with such remedy.


 


(b)      All
rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by such party.


 


Section 6.10    Notices.
All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained
in a written instrument delivered in person or sent by facsimile, electronic mail, nationally recognized overnight courier or
first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set
forth below or such other address as may hereafter be designated in writing by such party to the other parties:


 


If to the Noteholder,
the address(es) set forth on the signature pages of this Agreement signed by such Noteholder.


 


With a copy to:


 


Akin Gump Strauss Hauer & Feld
LLP


One Bryant Park


New York, New York 10036


Attention: Michael S. Stamer, Esq.
and Daniel I. Fisher, Esq.


Facsimile: (212) 872-1002


 




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If to the Company:


 


Globalstar, Inc.


300 Holiday Square Blvd.


Covington, Louisiana 70433


Telephone Number: (985) 335-1500


Fax: (985) 335-1900


Attention: James Monroe III


 


with copies (which shall not constitute notice) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive


Chicago, Illinois 60606-1720

Attention: George Panagakis, Esq.


      Ron Meisler, Esq.


Facsimile: 212-735-2000


 


and


 


Taft, Stettinius & Hollister LLP

425 Walnut Street, Suite 1800


Cincinnati, Ohio 45202-3957

Attention: Gerald S. Greenberg, Esq.


Facsimile: 513-381-0205


 


All such notices, requests, consents and
other communications shall be deemed to have been given or made if and when delivered personally or by overnight courier to the
parties at the above addresses or sent by electronic transmission, with confirmation received, to the facsimile numbers or electronic
mail addresses specified above (or at such other address or facsimile number for a party as shall be specified by like notice).
Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously
with delivery to the first party receiving such notice.


 


Section 6.11         Governing
Law; Consent to Jurisdiction. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement,
the transactions contemplated hereby and/or the interpretation and enforcement of the rights and duties of the parties hereto,
shall be governed by and construed in accordance with the law of the State of New York without regard to any applicable principles
of conflicts of law (other than § 5-1401 and § 5-1402 of the New York General Obligations Law). Each party to this Agreement
agrees that, in connection with any legal suit or proceeding arising with respect to this Agreement, it shall submit to the exclusive
jurisdiction of the United States District Court for the Southern District of New York or the applicable New York state court
located in New York County and agrees to venue in such courts.


 




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Section 6.12      Waiver
of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 6.13        Indemnification.
From and after the date of this Agreement, the Company shall indemnify, defend, and hold harmless each Noteholder and its respective
affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws)
and each and all of the officers, affiliates, directors, members, employees, agents, attorneys and other representatives of each
of the foregoing and each of their respective successors and assigns (each, an “Indemnified Party”) from and
against, and shall promptly reimburse Indemnified Party for, any and all losses, damages, liabilities, claims, costs, and expenses,
including, interest, court costs, and reasonable documented attorneys’ fees and expenses, arising out of, resulting from
or in connection with (i) any breach of this Agreement or misrepresentation or breach of warranty herein by the Company or (ii)
any action, suit, or proceeding by a third party, in each case arising out of, or in connection with, this Agreement or the transactions
contemplated hereby (collectively, “Indemnified Liabilities”); provided, that nothing herein shall be
deemed to obligate the Company to indemnify any Indemnified Party to the extent that the relevant Indemnified Liabilities (A)
are finally judicially determined to have resulted from the unlawful acts, gross negligence or willful misconduct of such Indemnified
Party, or result from any breach of this Agreement or misrepresentation herein by such Indemnified Party or (B) result from any
action, suit or proceeding by such Noteholder or its affiliates alleging a breach by the Company or its affiliates of Rule 13e-4(f)(1)(ii),
Rule 13e-4(f)(4), Rule 13e-4(f)(8)(ii), Rule 14d-10(a)(2) or Rule 14e-1(b) under the Exchange Act, in each case to the extent
directly or indirectly arising from, related to or in any manner connected with the purchase of StarkSat Inc.’s $5 million
aggregate principal amount of the Company’s 5% Convertible Senior Unsecured Notes and the payment by the Company of $1,250,000
in cash to StarkSat Inc., on the terms set forth in the agreement attached as Exhibit B hereto and in any other documents
entered into between StarkSat Inc. and the purchaser of such Notes.


 


Section 6.14        Obligations
of Noteholders. The obligations of the Noteholders hereunder are several and not joint, and the failure of any Noteholder
to perform the actions contemplated by this Agreement shall not impair the rights and obligations of any other Noteholder under
this Agreement.


 


[Signature Pages Follow]


 




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


 


	 	GLOBALSTAR, INC.
	 	 
	 	By:	/s/ James Monroe III
	 	 	Name: James Monroe III
	 	 	Title: Chief Executive Officer


 


[Signature page to Exchange Agreement]


 




    	 



    	 



    

 


	 	ALB Private Investments LLC
	 	 	 
	 	By:	/s/ Anthony Low Beer
	 	 	Name: Anthony Low Beer
	 	 	 
	 	The Thulen Family Trust
	 	 	 
	 	By:	/s/ Anthony Low Beer
	 	 	Name: Anthony Low Beer


 


[Signature page to Exchange Agreement]


 




    	 



    	 



    

 


	 	ARISTEIA MASTER, L.P.
	 	By: Aristeia Capital, L.L.C., its Investment Manager
	 	 	 
	 	By:	/s/ William R. Techar
	 	 	Name: William R. Techar
	 	 	Title: Member, Aristeia Capital, L.L.C.
	 	 	 
	 	By:	/s/ Andrew B. David
	 	 	Name: Andrew B. David
	 	 	Title: General Counsel, Aristeia Capital, L.L.C.
	 	 	 
	 	Address for Notices:
	 	c/o Aristeia Capital, L.L.C.
	 	136 Madison Avenue, 3rd Floor
	 	New York, NY 10016
	 	Tel: 212 842 8900
	 	Fax 212 842 8901
	 	Attention: William R. Techar and Andrew B. David
	 	Email: techar@aristeiacapital.com
	 	Andrew.david@aristeiacapital.com


 


[Signature page to Exchange Agreement]


 




    	 



    	 



    

  


	 	LAZARD ASSET MANAGEMENT 

LLC, AS AGENT ON BEHALF OF THE

 ACCOUNTS SET FORTH IN THE 

NOTEHOLDER SCHEDULE
	 	 
	 	By: 	/s/ Gerald B. Mezzari
	 	 	Name: Gerald B. Mezzari
	 	 	Title: Chief Operating Officer
	 	 
	 	Address for Notices:
	 	Lazard Asset Management LLC
	 	c/o Nathan Paul, General Counsel
	 	30 Rockefeller Plaza
	 	New York, NY 10112


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	TELEMETRY SECURITIES LLC
	 	 
	 	By:	/s/ Dan Sommers
	 	 	Name: Dan Sommers
	 	 	Title: Portfolio Manager
	 	 
	 	Address for Notices:
	 	545 Fifth Avenue, Suite 1108
	 	New York, NY 10017


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	WAZEE STREET CAPITAL 

MANAGEMENT LLC
	 	 
	 	By:	/s/ R. Michael Collins
	 	 	Name: R. Michael Collins
	 	 	Title: Managing Member
	 	 
	 	Address for Notices:
	 	Wazee Street Capital Management LLC
	 	7900 E Union Ave, Suite 1100
	 	Denver, CO 80237
	 	mcollins@wazeecapital.com


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	HFR RVA WHITEBOX MASTER TRUST
	 	By: HFR Asset Management, LLC, solely in its capacity as Investment Manager
	 	 
	 	By:	/s/ John M. Klimek
	 	 	Name: John M. Klimek
	 	 	Title: Authorized Signatory
	 	 
	 	By:	/s/ Helen Parikh
	 	 	Name: Helen Parikh
	 	 	Title: Authorized Signatory
	 	 
	 	Address for Notices:
	 	HFR RVA Whitebox Master Trust
	 	c/o HFR Asset Management, LLC
	 	10 South Riverside Plaza, Suite 700
	 	Chicago, IL 60606
	 	Email: hfroperations_brokerage@hfr.com


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	Whitebox Multi-Strategy Partners, LP
	 	 
	 	By:	/s/ Mark Strefling
	 	 	Name: Mark Strefling
	 	 	Title: CLO
	 	 
	 	Address for Notices:
	 	 
	 	Whitebox Advisors, LLC
	 	Attn: Ryan Whitted
	 	3033 Excelsior Blvd. Suite 300
	 	Minneapolis, MN 55416


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	Whitebox Concentrated Convertible 

Arbitrage Partners, LP
	 	 
	 	By: 	/s/ Mark Strefling
	 	 	Name: Mark Strefling
	 	 	Title: CLO
	 	 
	 	Address for Notices:
	 	 
	 	Whitebox Advisors, LLC
	 	Attn: Ryan Whitted
	 	3033 Excelsior Blvd. Suite 300
	 	Minneapolis, MN 55416


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

  


	 	Whitebox Credit Arbitrage Partners, LP
	 	 
	 	By:	/s/ Mark Strefling
	 	 	Name: Mark Strefling
	 	 	Title: CLO
	 	 
	 	Address for Notices:
	 	Whitebox Advisors, LLC
	 	Attn: Ryan Whitted
	 	3033 Excelsior Blvd. Suite 300
	 	Minneapolis, MN 55416


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	Pandora Select Partners, LP
	 	 
	 	By:	/s/ Mark Strefling
	 	 	Name: Mark Strefling
	 	 	Title: CLO
	 	 
	 	Address for Notices:
	 	Whitebox Advisors, LLC
	 	Attn: Ryan Whitted
	 	3033 Excelsior Blvd. Suite 300
	 	Minneapolis, MN 55416


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	ANSON CATALYST MASTER FUND LP
	 	By: M5V Advisors Inc., as advisor
	 	 
	 	By:	/s/ Jay Lubinsky
	 	 	Name: Jay Lubinsky
	 	 	Title: Principal
	 	 
	 	Address for Notices:
	 	111 Peter Street, Suite 904
	 	Toronto, Ontario, Canada
	 	M5V-2H1
	 	Attn: Jay Lubinsky


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	THE ARBITRAGE EVENT DRIVEN FUND
	 	 
	 	By:	/s/ Gregory Loprete
	 	 	Name: Gregory Loprete
	 	 	Title: Portfolio Manager
	 	 
	 	Address for Notices:
	 	Water Island Capital, LLC
	 	41 Madison Ave., 42nd Fl
	 	New York, NY 10010


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	WIC ARBITRAGE PARTNERS 

MASTER, LTD
	 	 
	 	By:	/s/ Gregory Loprete
	 	 	Name: Gregory Loprete
	 	 	Title: Portfolio Manager
	 	 
	 	Address for Notices:
	 	Water Island Capital, LLC
	 	41 Madison Ave., 42nd Fl
	 	New York, NY 10010


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	ACTIVE PORTFOLIOS MULTI-

MANAGER ALTERNATIVE 

STRATEGIC FUND
	 	 
	 	By:	/s/ Gregory Loprete
	 	 	Name: Gregory Loprete
	 	 	Title: Portfolio Manager
	 	 
	 	Address for Notices:
	 	Water Island Capital, LLC
	 	41 Madison Ave., 42nd Fl
	 	New York, NY 10010


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	THE ARBITRAGE CREDIT 

OPPORTUNITIES FUND
	 	 
	 	By:	/s/ Gregory Loprete
	 	 	Name: Gregory Loprete
	 	 	Title: Portfolio Manager
	 	 
	 	Address for Notices:
	 	Water Island Capital, LLC
	 	41 Madison Ave., 42nd Fl
	 	New York, NY 10010


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	FALLEN ANGELS FUND, LP
	 	 
	 	By its General Partner: Hindes Interests, LLC
	 	 
	 	By: 	/s/ Gary E. Hindes
	 	 	Name: Gary E. Hindes
	 	 	Title: Managing Member
	 	 
	 	Address for Notices:
	 	720 5th Ave. 10th Floor
	 	New York, NY 10019


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	DELAWARE BAY CORPORATE

 RECOVERY FUND, LP
	 	 
	 	By its General Partner: The Delaware

 Bay Company, LLC
	 	 
	 	By:	/s/ Gary E. Hindes
	 	 	Name: Gary E. Hindes
	 	 	Title: Managing Member
	 	 
	 	Address for Notices:
	 	720 5th Ave. 10th Floor
	 	New York, NY 10019


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	ERIC J. STEINMANN
	 	 
	 	 	/s/ Eric J. Steinmann
	 	 
	 	Address for Notices:
	 	PO Box 1976
	 	Wrightwood, CA 92397


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

 


	 	STARK MASTER FUND LTD
	 	 
	 	By:	/s/ Robert J. Barnard
	 	 	Name: Robert J. Barnard
	 	 	Title: Vice President of the Investment Manager
	 	 
	 	Address for Notices:
	 	3600 S. Lake Drive
	 	St. Francis, WI 53235


 


[Signature
page to Exchange Agreement]


 




    	 



    	 



    

  


Exhibit
A


Form of
New Indenture


 




    	 



    	 



    

 


Exhibit
B


Note
Purchase Agreement


 


 




    	 



    	 



    

 


Exhibit
C


Form
of Opinion