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EXECUTION COPY
GLOBALSTAR, L.P.
GLOBALSTAR CAPITAL CORPORATION
Up to $350,000,000
11 1/4% Senior Notes due 2004
REGISTRATION RIGHTS AGREEMENT
June 13, 1997
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇
Securities Corporation
▇▇▇▇▇▇ Brothers Inc.
In care of Bear, ▇▇▇▇▇▇▇ & Co. Inc.
As Representative of the
Several Initial Purchasers
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Globalstar, L.P., a Delaware limited partnership
("Globalstar"), and Globalstar Capital Corporation, a Delaware corporation
("Globalstar Capital" and, together with Globalstar, the "Issuers"), propose,
subject to the terms and conditions stated in a purchase agreement dated June
10, 1997 (the "Purchase Agreement"), to jointly and severally issue and sell to
Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation
and ▇▇▇▇▇▇ Brothers Inc. (collectively, the "Initial Purchasers") $325,000,000
aggregate principal amount of 11 1/4% Senior Notes due 2004 (together with up to
$25,000,000 aggregate principal amount of such Senior Notes issued to the
Initial Purchasers pursuant to the Option (as defined in the Purchase
Agreement), collectively, the "Notes"). The Notes will be issued pursuant to an
indenture dated as of June 1, 1997 (the "Indenture"), among the Issuers and The
Bank of New York, as trustee (the "Trustee"). This Agreement will have no force
and effect
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until the Notes are issued. As an inducement to the Initial Purchasers, the
Issuers hereby agree with the several Initial Purchasers, for the benefit of the
holders of the Notes (including, without limitation, the Initial Purchasers),
the Exchange Notes (as defined below) and the Private Exchange Notes (as defined
below) (collectively, the "Holders"), as follows:
1. Registered Exchange Offer. The Issuers shall, at their cost
and expense, prepare and, not later than 60 days after (or if the 60th day is
not a business day, the first business day thereafter) the Issue Date (as
defined in the Indenture) of the Notes, file with the Securities and Exchange
Commission (the "Commission") a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), with respect to a proposed offer (the
"Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as
defined in Section 6(e)), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Notes, a like aggregate principal
amount of debt securities (the "Exchange Notes") of the Issuers issued under the
Indenture and identical in all material respects to the Notes (except for the
transfer restrictions relating to the Notes) that would be registered under the
Securities Act. The Issuers shall use reasonable efforts to cause such Exchange
Offer Registration Statement to become effective under the Securities Act within
150 days (or if the 150th day is not a business day, the first business day
thereafter) after the Issue Date of the Notes and shall keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer if
required by applicable law or the policy of the Commission) after the date on
which notice of the Registered Exchange Offer is mailed to the Holders (such
period being called the "Exchange Offer Registration Period").
If the Issuers effect the Registered Exchange Offer, the
Issuers will be entitled to close the Registered
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Exchange Offer 30 days after the commencement thereof; provided, however, that
the Issuers have accepted all the Notes theretofore validly tendered in
accordance with the terms of the Registered Exchange Offer.
Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, unless the Registered Exchange Offer would not be
permitted by applicable law or the Commission's policy, the Issuers shall
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted Notes
electing to exchange the Notes for Exchange Notes (assuming that such Holder is
not an affiliate of either of the Issuers within the meaning of the Securities
Act, acquires the Exchange Notes in the ordinary course of such Holder's
business, has no arrangements with any person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Notes from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States. In connection with such Registered Exchange Offer, the
Issuers shall take all such reasonable further action, including, without
limitation, appropriate filings under state securities laws, as may be necessary
to realize the foregoing objective subject to the proviso of Section 3(h).
The Issuers and the Initial Purchasers acknowledge that the
foregoing statement of the objective of the Registered Exchange Offer is based
upon current interpretations by the staff of the Commission's Division of
Corporation Finance, which interpretations are subject to change without notice,
and further acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder that is a broker-dealer electing
to exchange Notes, acquired for its own account as a result of market making
activities or other
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trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to
deliver a prospectus containing the information set forth in Annex A hereto on
the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Notes received by such Exchanging Dealer pursuant to the Registered
Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Notes
acquired in exchange for Notes constituting any portion of an unsold allotment
is required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.
The Issuers shall use their reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Notes; provided, however, that (i)
in the case where such prospectus and any amendment or supplement thereto must
be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall
be the lesser of 180 days after the expiration date of the Registered Exchange
Offer and the date on which all Exchanging Dealers and the Initial Purchasers
have sold all Exchange Notes held by them (unless such period is extended
pursuant to Section 3(j) below), and (ii) the Issuers shall make such prospectus
and any amendment or supplement thereto available to any broker-dealer for use
in connection with any resale of any Exchange Notes for a period not less than
90 days after the consummation of the Registered Exchange Offer.
If, upon consummation of the Registered Exchange Offer, any
Initial Purchaser holds Transfer Restricted Notes acquired by it as part of its
initial distribution, the Issuers, simultaneously with the delivery of the
Exchange Notes pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written
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request of such Initial Purchaser, in exchange (the "Private Exchange") for the
Transfer Restricted Notes held by such Initial Purchaser, a like principal
amount of debt securities of the Issuers issued under the Indenture and
identical in all material respects (including the existence of restrictions on
transfer under the Securities Act and the securities laws of the several states
of the United States) to the Transfer Restricted Notes (the "Private Exchange
Notes"); provided, however, that the Issuers shall not be required to effect
such exchange if, in the opinion of counsel to the Issuers, such exchange cannot
be effected without registration under the Securities Act. The Private Exchange
Notes shall bear the same CUSIP number as the Exchange Notes. The Transfer
Restricted Notes, the Exchange Notes and the Private Exchange Notes are herein
collectively called the "Securities".
In connection with the Registered Exchange Offer, the Issuers
shall:
(a) mail, or cause to be mailed, to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related
documents;
(b) keep the Registered Exchange Offer open for not less than
30 calendar days (or longer, if required by applicable law or policy of
the Commission) after the date notice thereof is mailed to the Holders;
(c) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The City of
New York, which may be the Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Transfer Restricted
Notes at any time prior to the close of business, New York time, on the
last Business Day (as defined in the Indenture) on which the Registered
Exchange Offer shall remain open; and
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(e) otherwise comply in all material respects with
all applicable law.
As soon as practicable after the close of the Registered
Exchange Offer or the Private Exchange, as the case may be, the Issuers shall:
(i) accept for exchange all the Transfer Restricted Notes
validly tendered and not validly withdrawn pursuant to the Registered
Exchange Offer or the Private Exchange, as the case may be;
(ii) deliver, or cause to be delivered to, the
Trustee for cancellation all the Transfer Restricted
Notes so accepted for exchange; and
(iii) cause the Trustee to authenticate and promptly deliver
to each Holder of the Transfer Restricted Notes, Exchange Notes or
Private Exchange Notes, as the case may be, equal in principal amount
to the Transfer Restricted Notes of each Holder so accepted for
exchange.
The Exchange Notes and the Private Exchange Notes may be
issued under the Indenture, which will provide that the Exchange Notes will not
be subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.
Interest on the Exchange Notes and the Private Exchange Notes
will accrue from (A) the later of (i) the last interest payment date on which
interest was paid on the Securities surrendered in the exchange therefor or (ii)
if the Securities are surrendered for exchange on a date in a period which
includes the record date for an interest payment date to occur on or after the
date of such exchange and as to which interest will be paid, the date of such
interest payment date or (B) if no interest has been paid on
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such Securities, from the date of original issue of the Securities.
Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Issuers that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Notes received by
such Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to participate
in the distribution of the Notes or the Exchange Notes within the meaning of the
Securities Act, (iii) such Holder is not an "affiliate", as defined in Rule 405
of the Securities Act, of either of the Issuers or, if it is an affiliate, such
Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Notes, and (v) if such Holder is a broker-dealer,
that it will receive Exchange Notes for its own account in exchange for Notes
that were acquired as a result of market-making activities or other trading
activities and that it will deliver a prospectus in connection with any resale
of such Exchange Notes.
Notwithstanding any other provisions hereof, the Issuers will
ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto will
comply in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, will not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
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provided, however, that in no such case shall the Issuers be responsible for
information concerning any Initial Purchaser of the Securities included in the
Exchange Offer Registration Statement, the prospectus contained therein, or any
amendment or supplement thereto, as the case may be.
2. Shelf Registration. If (i) because of any change in law or
Commission policy or in applicable interpretations thereof by the staff of the
Commission, the Issuers are not permitted to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 180 days of the Issue Date, (iii) the Initial Purchaser so
requests within 90 days after the consummation of the Registered Exchange Offer
with respect to the Transfer Restricted Notes (or the Private Exchange Notes)
not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer
and held by it following consummation of the Registered Exchange Offer or (iv)
any Holder (other than an Exchanging Dealer) is not eligible to participate in
the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Notes on the date of the
exchange, the Issuers shall take the following actions:
(a) The Issuers shall, at their cost, use reasonable efforts
to file, as promptly as practicable (but in no event later than the
earlier of (i) 150 days after the Issue Date and (ii) 60 days after so
required or requested pursuant to this Section 2 with the Commission
and shall thereafter use their reasonable efforts to cause to be
declared effective a registration statement (the "Shelf Registration
Statement" and, together with the Exchange Offer Registration
Statement, a "Registration Statement") on an appropriate form under the
Securities Act relating to the offer and sale of the Transfer
Restricted Notes by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act (hereinafter, the
"Shelf Registration");
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provided, however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such Holder
(including certain indemnification obligations).
(b) The Issuers shall use their reasonable efforts to keep the
Shelf Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the Holders
of the relevant Securities, until the principal of, and interest and
Liquidated Damages (if any) on, the Securities have been paid in full
or such shorter period that will terminate when all the Securities
covered by the Shelf Registration Statement (i) have been sold pursuant
thereto or (ii) are distributed to the public pursuant to Rule 144
under the Securities Act or are saleable pursuant to Rule 144(k) under
the Securities Act (in any such case, such period being called the
"Shelf Registration Period"). Subject to Section 6(b), the Issuers
shall be deemed not to have used their reasonable efforts to keep the
Shelf Registration Statement effective during the requisite period if
either of the Issuers voluntarily takes any action that would result in
Holders of Securities covered thereby not being able to offer and sell
such Securities during that period, unless such action is required by
applicable law; provided, however, that the Issuers shall not be deemed
to have voluntarily taken any such action if either of the Issuers
enters, in good faith, into negotiations concerning, or executes and
delivers any agreement or other document relating to, any business
combination, acquisition or disposition.
(c) Notwithstanding any other provisions of this Agreement to
the contrary, the Issuers shall cause the Shelf Registration Statement and the
related prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement, amendment or supplement,
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(i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission and (ii) not to
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
3. Registration Procedures. In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:
(a) The Issuers shall (i) furnish to each Initial Purchaser,
prior to the filing thereof with the Commission, a copy of each
Registration Statement and each amendment thereof and each supplement,
if any, to the prospectus included therein and, in the event that an
Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering) is participating in the Registered Exchange
Offer or the Shelf Registration Statement, shall use its reasonable
efforts to reflect in each such document, when so filed with the
Commission, such comments as such Initial Purchaser reasonably may
propose; (ii) include the information set forth in Annex A hereto on
the cover, in Annex B hereto in the "Exchange Offer Procedures" section
and the "Purpose of the Exchange Offer" section and in Annex C hereto
in the "Plan of Distribution" section of the prospectus forming a part
of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the Letter of Transmittal
delivered pursuant to the Registered Exchange Offer; (iii) if requested
by an Initial Purchaser, include the information required by Items 507
or 508 of Regulation S-K under the Securities Act, as applicable, in
the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled "Plan of Distribution",
reasonably acceptable to the Initial
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Purchasers, which shall contain a summary statement of the positions
taken or policies made by the staff of the Commission with respect to
the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
Notes received by such broker-dealer in the Registered Exchange Offer
(a "Exchanging Dealer"), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions
or policies, in the reasonable judgment of the Initial Purchasers based
upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of
a Shelf Registration Statement, include the names of the Holders who
propose to sell Securities pursuant to the Shelf Registration Statement
as selling securityholders.
(b) The Issuers shall give written notice to the Initial
Purchasers and the Holders of the Securities from whom the Issuers have
received prior written notice that it will be a Exchanging Dealer in
the Registered Exchange Offer (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the
use of the prospectus until the requisite changes have been made):
(i) when the Registration Statement or any
amendment thereto has been filed with the Commission and when
the Registration Statement or any post-effective amendment
thereto has become effective;
(ii) of any request by the Commission for
amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information
(provided, however, that with respect to any requests prior to
the effectiveness of the Registration Statement, the Issuers
shall be required to give written notice
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only to the Initial Purchasers and their counsel, Cravath,
Swaine & ▇▇▇▇▇);
(iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the
Registration Statement or the initiation of any
proceedings for that purpose;
(iv) of the receipt by either of the Issuers of
any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose; and
(v) of the happening of any event that requires
the Issuers to make changes in the Registration Statement or
the prospectus in order that the Registration Statement or the
prospectus does not contain an untrue statement of a material
fact nor omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading.
(c) The Issuers shall make every reasonable effort to obtain
the withdrawal at the earliest possible time of any order suspending
the effectiveness of the Registration Statement.
(d) The Issuers shall furnish to each Holder of Securities
included within the coverage of the Shelf Registration, without charge,
at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference).
(e) The Issuers shall deliver to each Exchanging Dealer and
each Initial Purchaser, and to any other Holder who so requests,
without charge, at least one copy of the Exchange Offer Registration
Statement and
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any post-effective amendment thereto, including financial statements
and schedules, and, if any Initial Purchaser or any such Holder
requests, all exhibits thereto (including those incorporated by
reference).
(f) The Issuers shall deliver to each Holder of Securities
included within the coverage of the Shelf Registration, without charge,
as many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any
amendment or supplement thereto as such person may reasonably request.
The Issuers consent, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto
included in the Shelf Registration Statement by each of the selling
Holders of the Securities in connection with the offering and sale of
the Securities covered by such prospectus, or any such amendment or
supplement.
(g) The Issuers shall deliver to each Initial Purchaser, any
Exchanging Dealer and such other persons required to deliver a
prospectus during the Exchange Offer Registration Period and/or Shelf
Registration Period, as applicable, without charge, as many copies of
the final prospectus included in the Exchange Offer Registration
Statement and any amendment or supplement thereto as such persons may
reasonably request. The Issuers consent, subject to the provisions of
this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any
Exchanging Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer in connection with
the offering and sale of the Exchange Notes covered by the prospectus,
or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement, in each case in the form most recently provided
to each party by the Issuers.
(h) Prior to any public offering of the Securities, pursuant
to any Registration Statement, the Issuers shall use their reasonable
efforts to register
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or qualify or cooperate with the Holders of the Securities included
therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale
under the securities or "blue sky" laws of such states of the United
States as any Holder of the Securities reasonably requests in writing
and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided, however, that none of
the Issuers shall be required to (i) qualify generally to do business
in any jurisdiction where it is not then so qualified, (ii) take any
action which would subject it to general service of process or to
taxation in any jurisdiction where it is not then so subject, (iii)
register or qualify Securities or take any other action under the
securities or "blue sky" laws of any jurisdiction if, in the judgment
of the Board of Directors or such other governing body of the Issuers,
the consequences of such registration, qualification or other action
would be unduly burdensome to the Issuers or (iv) make any changes to
their respective organizational documents or any agreement with their
respective equity holders.
(i) The Issuers shall cooperate with the Holders of the
Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to
such Registration Statement.
(j) Upon the occurrence of any event contemplated by
paragraphs (ii) through (v) of Section 3(b) above during the period for
which the Issuers are required to maintain an effective Registration
Statement, the Issuers shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other
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required document so that, as thereafter delivered to Holders of the
Notes or purchasers of Securities, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. If the Issuers notify the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of
the prospectus until the requisite changes to the prospectus have been
made, then the Initial Purchasers, the Holders of the Securities and
any such Exchanging Dealers shall suspend use of such prospectus, and
the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration
Statement provided for in Section 1 above shall each be extended (i) by
the number of days from and including the date of the giving of such
notice to and including the date when the Initial Purchasers, the
Holders of the Securities and any known Exchanging Dealer shall have
received such amended or supplemented prospectus pursuant to this
Section 3(j) or (ii) if earlier, until the date when none of the
Securities represent Transfer Restricted Notes (as defined in Section
6(d)).
(k) Not later than the effective date of the applicable
Registration Statement, the Issuers will provide a CUSIP number for the
Transfer Restricted Notes, the Exchange Notes or the Private Exchange
Notes, as the case may be, and provide the applicable trustee with
printed certificates for the Notes, the Exchange Notes or the Private
Exchange Notes, as the case may be, in a form eligible for deposit with
The Depository Trust Company.
(l) The Issuers will comply with all rules and regulations of
the Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration, and Globalstar
will make
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generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the Securities
Act, no later than 45 days after the end of a 12-month period (or 90
days, if such period is a fiscal year) beginning with the first month
of its first fiscal quarter commencing after the effective date of the
Registration Statement, which statement shall cover such 12-month
period.
(m) The Issuers shall cause the Indenture to be qualified
under the Trust Indenture Act of 1939, as amended, in a timely manner
and containing such changes, if any, as shall be necessary for such
qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Issuers shall
appoint a new trustee thereunder pursuant to the applicable provisions
of the Indenture.
(n) The Issuers may require each Holder of Securities to be
sold pursuant to the Shelf Registration Statement to furnish to the
Issuers such information regarding the Holder and the distribution of
the Securities as the Issuers may from time to time reasonably require
for inclusion in the Shelf Registration Statement, and the Issuers may
exclude from such registration the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time
after receiving such request. Each such Holder agrees to notify the
Issuers as promptly as practicable of any inaccuracy or change in
information previously furnished by such Holder to the Issuers or of
the occurrence of any event, in either case, as a result of which any
prospectus relating to such registration contains or would contain an
untrue statement of a material fact regarding such Holder or such
Holder's intended method of distribution of such Securities, or omits
to state a material fact regarding such Holder or such Holder's
intended method of distribution of such Securities, required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to
furnish to the Issuers any additional information required to correct
and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Holder or the
distribution of such Securities, an untrue statement of a material fact
or omit to state a material fact required to be stated
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therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each such Holder shall comply
with the provisions of the Securities Act applicable to such Holder
with respect to the disposition by such Holder of Securities, covered
by such registration statement in accordance with the intended methods
of disposition by such Holder set forth in such registration statement.
(o) The Issuers shall enter into such customary agreements
(including if requested an underwriting agreement in customary form)
and take all such other action, if any, as Holders of a majority in
aggregate principal amount of Securities being sold or the managing
underwriters shall reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration;
provided, however, that in the case of actions that facilitate the
disposition of a particular Holder's Securities, only such Holders
request is required; provided further, that the Issuers shall not be
required to enter into any such agreement more than once with respect
to all of the Securities and may delay entering into such agreement
until the consummation of any underwritten public offering which such
Issuers shall have then undertaken.
(p) In the case of any Shelf Registration, each of the Issuers
shall (i) make reasonably available for inspection by the Holders of
the Securities, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney,
accountant or other agent retained by the Holders of
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the Securities or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of such Issuers
and (ii) cause such Issuers' officers, directors, employees,
accountants and auditors to supply all relevant information reasonably
requested by the Holders of the Securities or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary, in the
judgment of the Holder or any such underwriter, attorney, accountant or
agent referred to in this paragraph, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing inspection and information
gathering shall be coordinated on behalf of the Initial Purchasers by
you and on behalf of the other parties by one counsel designated by and
on behalf of such other parties as described in Section 4 hereof and
shall be expressly subject to the confidential treatment by such
parties as to all proprietary information of the Issuers.
(q) In the case of any Shelf Registration, each of the
Issuers, if requested by (i) Holders of a majority in aggregate
principal amount of Securities, (ii) such Holder's counsel, or (iii)
the managing underwriter (if any), covered thereby, shall use
reasonable efforts to cause (x) its counsel to deliver an opinion and
updates thereof relating to the Registration Statement and the
Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof and dated the effective date of such
Shelf Registration Statement covering the matters customarily covered
in opinions of counsel requested in underwritten offerings and such
other matters as may be reasonably requested by the managing
underwriter or underwriters; (y) its officers to execute and deliver
all customary documents and certificates and updates thereof reasonably
requested by any underwriters of the applicable Securities; and (z) its
independent public accountants to provide to the selling Holders of the
applicable Securities and
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any underwriter therefor a comfort letter in customary form and
covering matters of the type customarily covered in comfort letters in
connection with primary underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72.
(r) In the case of the Registered Exchange Offer, if requested
by any Initial Purchaser or any known Exchanging Dealer, each of the
Issuers shall use reasonable efforts to cause (i) its counsel to
deliver to such Initial Purchaser or such Exchanging Dealer a signed
opinion in the form as is customary in connection with such a
Registration Statement and (ii) its independent public accountants to
deliver to such Initial Purchaser or such Exchanging Dealer a comfort
letter, in customary form.
(s) If a Registered Exchange Offer or a Private Exchange is to
be consummated, upon delivery of the Transfer Restricted Notes by
Holders to the Issuers (or to such other Person as directed by the
Issuers) in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be, the Issuers shall ▇▇▇▇, or cause to be
marked, on the Transfer Restricted Notes so exchanged that such
Transfer Restricted Notes are being canceled in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be; in no
event shall the Transfer Restricted Notes be marked as paid or
otherwise satisfied.
(t) In the event that any broker-dealer registered under the
Exchange Act shall underwrite any Securities or participate as a member
of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Conduct Rules of the By-Laws
of the National Association of Securities Dealers, Inc. ("NASD"))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Issuers shall assist
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such broker-dealer in complying with the requirements of such Rules and
By-Laws.
(u) The Issuers will use their reasonable efforts to cause the
Securities or the Exchange Securities, as applicable, covered by a
Registration Statement to continue to be rated, during the period for
which such Registration Statement is required to be effective, by the
rating agencies that initially rated the Securities, if so requested by
Holders of a majority in aggregate principal amount of Securities
covered by such Registration Statement or the Exchange Securities, as
the case may be, or the managing underwriters, if any.
(v) The Issuers shall use their reasonable efforts to take all
other steps reasonably necessary to effect the registration of the
Securities covered by a Registration Statement contemplated hereby.
4. Registration Expenses. The Issuers shall bear all fees and
expenses incurred in connection with the performance of the Issuers' obligations
under Sections 1 through 3 hereof (including the reasonable fees and expenses of
one counsel to the Initial Purchasers, incurred in connection with the
Registered Exchange Offer), whether or not the Registered Exchange Offer or a
Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear, or reimburse the Holders of the Securities covered
thereby for, the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Securities
covered thereby to act as counsel for the Holders of the Securities in
connection therewith, it being understood that the Issuers shall not be
responsible for the fees and expenses of more than one counsel employed at any
one time; provided, however, that in an underwritten offering, the Issuers shall
not be responsible for any fees or expenses of any underwriter, including any
underwriting discounts or commissions, or any legal fees or expenses of counsel
to any underwriter. Notwithstanding the foregoing, the Holders of Securities
being registered shall pay all agency or
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brokerage fees and commissions and underwriting discounts and commissions
attributable to the sale of such Securities and the fees and disbursements of
any counsel or other advisors or experts retained by such Holders (severally or
jointly), other than the one counsel specifically referred to above.
5. Indemnification. (a) The Issuers agree, jointly and
severally, to indemnify and hold harmless each Holder of the Securities and each
person, if any, who controls such Holder or such Exchanging Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any Exchanging
Dealer and such controlling persons being referred to collectively as the
"Indemnified Parties") from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but
not limited to, any losses, claims, damages, liabilities or actions relating to
purchases and sales of the Securities) to which each Indemnified Party may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or
supplement thereto, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Issuers
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Issuers by or on behalf of
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such Holder specifically for inclusion therein, (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
prospectus relating to the registration statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any person as
to which there is a prospectus delivery requirement (a "Delivering Seller") that
sold the Securities to the person asserting any such losses, claims, damages or
liabilities to the extent that any such loss, claim, damage or liability of such
Delivering Seller results from the fact that there was not sent or given to such
person, on or prior to the written confirmation of such sale, a copy of the
relevant prospectus, as amended and supplemented, provided that (A) the Issuers
shall have previously furnished copies thereof to such Delivering Seller in
accordance with this Agreement and (B) such furnished prospectus, as amended and
supplemented, would have corrected any such untrue statement or omission or
alleged untrue statement or omission, and (iii) this indemnity agreement will be
in addition to any liability which the Issuers may otherwise have to such
Indemnified Party. The Issuers shall also indemnify underwriters, their officers
and directors and each person who controls such persons within the meaning of
the Securities Act or the Exchange Act to the same extent as provided above with
respect to the indemnification of the Holders of the Securities if requested by
such Holders; provided, however, that the Issuers shall not indemnify any such
party to the extent its liability arises from its failure to comply with the
requirements described in Annexes A, B, C and D hereto, as updated.
(b) Each Holder of the Securities (and, if requested by the
Issuers, each placement agent or underwriter in connection with the
registration), severally and not jointly, will indemnify and hold harmless the
Issuers and each person, if any, who controls Globalstar within the meaning of
the Securities Act or the Exchange Act and the directors, officers, agents and
employees of such controlling persons from and against any losses, claims,
damages or liabilities or any actions in respect thereof to which the Issuers,
any such controlling person or director,
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officer, agent or employee of such controlling person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information pertaining to such Holder or such underwriter, as the case may be,
and furnished to the Issuers by or on behalf of such Holder or such underwriter,
as the case may be, specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Issuers for any legal or other expenses reasonably incurred by the
Issuers or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder or
such underwriter, as the case may be, may otherwise have to the Issuers or any
such controlling persons.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above, except to the
extent that it is prejudiced or harmed in any material respect by failure to
give such prompt notice. In case any such action is brought
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against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with one counsel (and
local counsel as necessary) reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, not to be unreasonably withheld, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action. No indemnifying party shall be
liable for any amounts paid in settlement of any action or claim without its
written consent, which consent shall not be unreasonably withheld, but if
settled in accordance with its written consent or if there be a final judgment
of the plaintiff in any such action, the indemnifying party agrees to indemnify
and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above for any reason other than as provided in subsection
(c) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the
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relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party or parties on the other from the exchange of the
Notes, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party or parties on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers on the one hand
or such Holder or such other indemnified person, as the case may be, on the
other, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each officer, director, employee, representative and
agent of an indemnified party and each
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person, if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution as
such indemnified party, and each officer, director, employee, representative and
agent of the Issuers and each person, if any, who controls Globalstar within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Issuers.
(e) The agreements contained in this Section 5 shall survive
the sale of the Securities pursuant to a Registration Statement and shall remain
in full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.
6. Liquidated Damages Under Certain Circumstances. (a)
Additional cash interest (the "Liquidated Damages") with respect to the
Securities shall be assessed against the Issuers as follows if any of the
following events occurs (each such event in clauses (i) through (iv) below a
"Registration Default"):
(i) if the Issuers fail to file either the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the
date specified for the filing thereof in Sections 1 and 2 hereof,
respectively;
(ii) if any such Registration Statement so required to be
filed is not declared effective by the Commission on or before, in the
case of the Exchange Offer Registration Statement, the date that is 150
days after the Issue Date, and in the case of the Shelf Registration
Statement, the date that is 180 days after the Issue Date (each such
date being hereinafter referred to as an "Effectiveness Target Date");
(iii) if the Issuers fail to consummate the Registered
Exchange Offer within 30 days after the Effectiveness Target Date with
respect to such Registered Exchange Offer; or
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(iv) if after either the Exchange Offer Registration Statement
or the Shelf Registration Statement is declared effective (A) such
Registration Statement thereafter ceases to be effective; or (B) such
Registration Statement or the related prospectus ceases to be usable
(except as permitted in paragraph (b)) in connection with resales of
Transfer Restricted Notes during the periods specified herein because
either (1) any event occurs as a result of which the related prospectus
forming part of such Registration Statement would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or (2) it
shall be necessary to amend such Registration Statement or supplement
the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder.
Liquidated Damages shall accrue on the Transfer Restricted Notes in an amount
equal to $.05 per week per $1,000 principal amount of Transfer Restricted Notes
held by each Holder (over and above the interest set forth in the title of the
Transfer Restricted Notes) from and including the date on which any such
Registration Default shall occur until the earlier of (i) the date on which all
such Registration Defaults have been cured or (ii) the date which is 90 days
after the date such Registration Default occurred. The Liquidated Damages will
increase by an additional $.05 per week per $1,000 principal amount of the Notes
held by each Holder during each subsequent 90-day period until the date on which
all such Registration Defaults have been cured; provided, however, that the
aggregate amount of Liquidated Damages shall not exceed a maximum of $.50 per
week per $1,000 principal amount of the Notes held by each Holder
(b) A Registration Default referred to in Section 6(a)(iii)(B)
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of
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a post-effective amendment to such Shelf Registration Statement to incorporate
annual audited or, if required by the rules and regulations under the Securities
Act, quarterly unaudited financial information with respect to the Issuers where
such post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material
events or developments with respect to the Issuers that would need to be
described in such Shelf Registration Statement or the related prospectus and
(ii) in the case of clause (y), the Issuers are proceeding promptly and in good
faith to amend or supplement such Shelf Registration Statement and related
prospectus to describe such events; provided, however, that in no event shall
the Issuers be required to disclose the business purpose for such suspension if
the Issuers determine in good faith that such business purpose must remain
confidential. Notwithstanding the foregoing, the Issuers shall not be required
to pay Liquidated Damages with respect to the Securities of a Holder if the
failure arises from the Issuers' failure to file, or cause to become effective,
a Shelf Registration Statement within the time periods specified in this Section
6 by reason of the failure of such Holder to provide such information as (i) the
Issuers may reasonably request, with reasonable prior written notice, for use in
the Shelf Registration Statement or any prospectus included therein to the
extent the Issuers reasonably determine that such information is required to be
included therein by applicable law, (ii) the NASD or the Commission may request
in connection with such Shelf Registration Statement or (iii) is required to
comply with the agreements of such Holder as contained in Section 3(n) to the
extent compliance thereof is necessary for the Shelf Registration Statement to
be declared effective.
(c) The parties hereto agree that the Liquidated Damages
provided for in this Section constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Securities by reason of the failure of the applicable Registration Statement to
be filed, to be declared effective or to remain effective, or
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of the Exchange Offer to be consummated, as the case may be, to the extent
required by this Agreement.
(d) Any Liquidated Damages accruing on the Transfer Restricted
Notes prior to December 15, 1997, will be payable in cash on the next succeeding
June 15 or December 15 to holders of record on the immediately preceding
December 1 or June 1, respectively. Any such Liquidated Damages accruing on the
Transfer Restricted Notes thereafter will be payable in cash on the regular
interest payment dates with respect to the Transfer Restricted Notes to the
holders of record on the applicable record date.
(e) "Transfer Restricted Notes" means each Security until (i)
the date on which such Transfer Restricted Note has been exchanged by a person
other than a broker-dealer for a freely transferrable Exchange Note in the
Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of a Transfer Restricted Note for an Exchange Note,
the date on which such Exchange Note is sold to a purchaser who receives from
such broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Transfer Restricted Note has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Transfer Restricted Note is distributed
to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.
7. Rules 144 and 144A. The Issuers shall use their reasonable
efforts to file the reports required to be filed by each of them, respectively,
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Issuers are not required to file such reports, each will, upon the
request of any Holder of Transfer Restricted Notes, make publicly available
other information so long as necessary to permit sales of their securities
pursuant to Rules 144 and 144A. The Issuers covenant that they will take such
further action as any Holder of Transfer Restricted Notes may reasonably
request, all to the extent
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required from time to time to enable such Holder to sell Transfer Restricted
Notes without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Issuers will provide a copy of this Agreement to prospective
purchasers of Notes identified to the Issuers by the Initial Purchasers upon
request. Upon the request of any Holder of Transfer Restricted Notes, each of
the Issuers shall deliver to such Holder a written statement as to whether it
has complied with such requirements. Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Issuers to register any of its
securities pursuant to the Exchange Act.
8. Underwritten Registrations. If any of the Transfer
Restricted Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering ("Managing Underwriters") will be
selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes to be included in such offering (subject to the
approval (which approval shall not be unreasonably withheld) of the Issuers,
provided, however, that the Issuers shall not be obligated to arrange for more
than one underwritten offering during the period that such Shelf Registration is
required to be effective pursuant to this Agreement).
No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Notes on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, lock-up
agreements, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.
9. Miscellaneous. (a) Amendments and Waivers. The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to
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departures from the provisions hereof may not be given, except by the Issuers
and the written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents.
(b) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight
delivery:
(1) if to a Holder of the Securities, at the most current
address given by such Holder to the Issuers in accordance with the
provisions of this Section 9(b), which address initially is, with
respect to each Holder, the address of such Holder to which
confirmation of the sale of the Notes to such Holder was first sent by
the Initial Purchasers, with a copy in like manner to you as follows:
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
Cravath, Swaine & ▇▇▇▇▇
Worldwide Plaza
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(2) if to the Initial Purchasers, at the addresses
specified in Section 9(b)(1);
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(3) if to the Issuers, at its address as follows:
Globalstar, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
One Citicorp Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient's facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.
(c) No Inconsistent Agreements. The Issuers have not, as of
the date hereof, entered into, nor shall they, on or after the date hereof,
enter into, any agreement with respect to their securities that is inconsistent
with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.
(d) Successors and Assigns. This Agreement shall be binding
upon the Issuers and their successors and assigns.
(e) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
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(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
(h) Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(i) Securities Held by the Issuers. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
is required hereunder, Securities held by the Issuers or their affiliates (other
than subsequent Holders of Securities if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of such Securities) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.
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If the foregoing is in accordance with your understanding of
our agreement, please sign and return to Bear ▇▇▇▇▇▇▇ & Co. Inc. a counterpart
hereof, whereupon this Agreement will become a binding agreement among
Globalstar, Globalstar Capital and the several Initial Purchasers in accordance
with its terms.
Very truly yours,
GLOBALSTAR, L.P. by
LORAL/QUALCOMM SATELLITE
SERVICES, L.P., its managing
general partner, by
LORAL/QUALCOMM PARTNERSHIP,
L.P. its general partner, by
LORAL GENERAL PARTNER, INC.
its general partner,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
by ________________________________
Name:
Title:
GLOBALSTAR CAPITAL
CORPORATION,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
by ________________________________
Name:
Title:
35
35
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
by _________________________
Name:
Title:
▇▇▇▇▇▇▇▇▇ LUFKIN & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
by _________________________
Name:
Title:
▇▇▇▇▇▇ BROTHERS INC.
/s/ ▇▇▇▇▇ ▇. Brand
by _________________________
Name:
Title:
36
ANNEX A
Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Issuers have agreed that, for a period of 180 days
after the Expiration Date (as defined herein), they will make this Prospectus
available to any broker-dealer for use in connection with any such resale.
See "Plan of Distribution."
37
ANNEX B
Each broker-dealer that receives Exchange Notes for its own
account in exchange for Notes, where such Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."
38
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for existing Notes where such existing Notes were acquired as a result
of market-making activities or other trading activities. The Issuers have agreed
that, for a period of 180 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until , 199 , all
dealers effecting transactions in the Exchange Notes may be required to deliver
a prospectus. */
The Issuers will not receive any proceeds from any sale of
Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer for the purchasers of any such Exchange
Notes. Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the
------------------
*/ In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.
39
2
Securities Act and any profit on any such resale of Exchange Notes and any
commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date the Issuers
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Exchange Offer (including the reasonable expenses of one counsel
for the Holders of the Notes) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
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ANNEX D
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ____________________________________________
Address: _________________________________________
_________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.