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