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EXHIBIT 10.24

 

AMENDMENT NO. 1 TO THE SHARE LENDING AGREEMENT

 

This Amendment (this “Amendment ”) to the Share Lending Agreement referred to below is made as of December 18, 2008, among Globalstar, Inc. (“ Lender ”) and Merrill Lynch International (“ Borrower ”), through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent for Borrower (“ Borrowing Agent ”).

 

WHEREAS, Lender and Borrower are parties to the Share Lending Agreement, dated April 10, 2008 (the “ Share Lending Agreement ”), containing terms and conditions under which Borrower may borrow from Lender shares of its Common Stock (as defined below);

 

WHEREAS, Lender and Borrower desire to amend the Share Lending Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of their mutual covenants herein contained, Lender and Borrower agree as follows:

 

1.         Definitions; References .  Unless otherwise specifically defined herein, each term used herein that is defined in the Share Lending Agreement has the meaning assigned to such term in the Share Lending Agreement. Each reference to “hereof,” “hereunder,” “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Share Lending Agreement shall, after this Amendment becomes effective, refer to the Share Lending Agreement as amended hereby.

 

2.         Amendments to the Share Lending Agreement .  The Share Lending Agreement is hereby amended as follows:

 

(a)            Section 1 of the Share Lending Agreement shall be amended by:

 

(i)           adding the following defined terms in appropriate alphabetical order:

 

Cash Settlement Amount ” means, in respect of Loaned Shares as to which a Cash Settlement is effected pursuant to Section 4(f) following a termination of the corresponding Loan, an amount in U.S. dollars equal to the product of the number of such Loaned Shares and the Stock Price.

 

Cash Settlement Date ” means, in respect of Loaned Shares as to which Cash Settlement is effected pursuant to Section 4(f), a date or dates selected by Borrower, which date or dates shall

 



 

be as soon as practicable after the determination of the Stock Price and the calculation of the related Cash Settlement Amount.

 

Return Fee ” means, in respect of a number of Loaned Shares determined by Borrower in its sole discretion (which shall not exceed the number of Loaned Shares returned to Lender, following a termination of the corresponding Loan), an amount equ


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