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PLAN SUPPORT AGREEMENT (this "Agreement") by and among Globalstar,
L.P. ("Globalstar"), Loral Space & Communications Ltd., on behalf of itself and
on behalf of all entities identified in subclauses (i) through (xxi) on Schedule
A to the Memorandum of Understanding dated February 15, 2002 (the "MOU"), a copy
of which is annexed hereto as Annex I ("Loral"), Columbia Ventures Corp.
("Columbia"), Loeb Partners Corp. ("Loeb"), Stonehill Capital Management, LLC
("Stonehill") and Blue River LLC ("Blue River"; collectively with Loral,
Columbia, Loeb, Stonehill and Blue River, the "Parties in Interest").
W I T N E S S E T H
WHEREAS, Globalstar and the Parties in Interest have engaged in
negotiations regarding the treatment of claims and equity interests in
connection with a potential voluntary chapter 11 bankruptcy case (the "Chapter
11 Cases") to be filed by Globalstar in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court");
WHEREAS, Globalstar and the Parties in Interest have reached an
agreement on the principal terms regarding (i) the treatment of certain claims
and equity interests, the terms and conditions of which are set forth in MOU and
(ii) other terms respecting a restructuring of Globalstar;
WHEREAS, Columbia, Loeb, Stonehill and Blue River are holders of
certain of Globalstar's 11.375% Senior Notes due 2004, 11.25% Senior Notes due
2004, 10.75% Senior Notes due 2004 and 11.5% Senior Notes due 2005
(collectively, the "Senior Notes"); and
WHEREAS, Columbia, Loeb, Stonehill and Blue River have formed an ad
hoc committee of holders of the Senior Notes (the "Informal Noteholders
Committee"), which committee has retained Akin, Gump, Strauss, Hauer & Feld
L.L.P. as its counsel and Jefferies & Co., Inc. as its financial advisors; and
WHEREAS, the Informal Noteholders Committee currently holds
approximately 15% of the outstanding aggregate principal amount of the Senior
Notes; and
WHEREAS, Globalstar and the Parties in Interest wish to formalize
their intent to support a proposed plan of reorganization under title 11 of the
United States Code (the "Bankruptcy Code"), that incorporates the terms and
conditions of the MOU (the "Proposed Plan") and addresses other issues not
addressed by the MOU including, without limitation, mutually acceptable
treatment of executory contracts involving certain of the Parties in Interest;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
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