EX-99.1 3 y57933ex99-1.txt MEMORANDUN OF UNDERSTANDING DATED 2/15/2002 EXHIBIT 99.1 EXECUTION COPY GLOBALSTAR, L.P. MEMORANDUM OF UNDERSTANDING -- PROPOSED RESTRUCTURING FEBRUARY 15, 2002 This Memorandum of Understanding (the "MOU") describes the principal terms of a proposed restructuring of the outstanding indebtedness and liabilities of, and partnership interests in, Globalstar, L.P., a Delaware limited partnership ("Globalstar" or the "Company"). Certain of the transactions relating to the reorganization described herein may be implemented outside of a plan of reorganization for the Company (the "Plan") under chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code"). Other transactions described herein may only be implemented under a Plan. The transactions described in this MOU are subject in all respects to, among other things, definitive documentation, including the Plan, appropriate disclosure materials and related documents. General The Plan will provide for the conversion of all allowed prepetition indebtedness and liabilities of the Company into 97% of the equity (subject to dilution) in a newly formed Delaware corporation ("NewCo"). Under the Plan, all ordinary partnership interests and both classes of redeemable preferred partnership interests in Globalstar (including all ordinary partnership interests which are reserved to provide for purchases of interests by Globalstar Telecommunications Limited ("GTL") upon exercise of options or warrants to purchase GTL common stock) will be cancelled General for no consideration. Contribution of Assets All of Globalstar's currently existing assets (including the 2 GHZ space station license held by Globalstar and any other licenses not held by service providers used to operate the Big LEO satellite system) will be contributed to NewCo or a wholly-owned subsidiary of NewCo. The Globalstar Big LEO space station license held by L/Q Licensee, Inc. will be contributed to NewCo or a wholly-owned subsidiary of NewCo. Potential Cash Investment In connection with the consummation of the Plan, a rights offering (the "Rights Offering) will be made to GTL's public preferred and common shareholders (the "GTL Shareholders") and the Company's creditors to acquire up to 15% of the common stock of NewCo as follows: - Series A: Other Creditors and Noteholders (each as defined below) may invest to acquire up to 7.5% of the common stock of NewCo in the aggregate - Series B: GTL Shareholders may invest to acquire up to 7.5% of the common stock of NewCo in the aggregate. This right shall be allocated between the preferreds and common on a conversion of preferred shares to common stock of 5:1. - Globalstar, Loral (as defined below) and the informal committee of Noteholders (the "Informal Committee") will, in good faith and using their commercially reasonable efforts, negotiate an agreement regarding the pre-money valuation for NewCo, which valuation will be reflected by the NewCo common stock sold in the Rights Offering. If the parties are unable to reach an agreement on valuation, there will not be a Rights Offering. - To the extent that one of the series is undersubscribed, any of the participants of the other series may oversubscribe so that the aggregate subscription shall not exceed 15% of the common stock of NewCo. Contributing Service Providers Certain service providers will contribute their businesses and all assets associated with the operations of their businesses free and clear of all liens, claims and encumbrances, and will provide certain financial support (to be determined), to Globalstar or NewCo or one of their wholly owned subsidiaries (collectively, the "Contributing Service Providers"). The terms under which such transfers will be made (certain of which may be consummated before Globalstar commences a chapter 11 case under the Bankruptcy Code) will be governed by separate documentation and structured to ensure that the substance of the benefits associated with licenses, PSTN interconnect agreements and other tangible and intangible assets required to operate the businesses of the Contributing Service Providers are transferred to Globalstar, NewCo or one of their wholly-owned subsidiaries in a manner that is fully effective and enforceable against the applicable counter-parties to the respective agreements. The Contributing Service Providers will be required to provide an indemnity from a creditworthy party for the benefit of Globalstar or NewCo and their affiliates, as applicable, with respect to any and all liabilities not expressly transferred or assumed. For the purposes of this MOU, the Contributing Service Providers shall include: - Vodafone Limited (including any affiliates, "Vodafone"), with respect to its 100% interest in GUSA, 50.1% interest in Globalstar Canada Satellite Co. and 100% interest in Globalstar Caribbean Ltd. - Loral Space & Communications Ltd. (including any affiliates, "Loral"), with respect to its 49.9% interest in Globalstar Canada Satellite Co., ATSS/Loral Netherlands B.V. and any other equity interests or contractual rights primarily relating to the ownership or operation of Globalstar gateways or service providers in Canada (the "Loral Canadian Interest"). The principal terms for Loral's contribution of the Loral Canadian Interest are as follows: (i) Loral's contribution of the Loral Canadian Interest shall be effected pursuant to the Plan; -2- (ii) Loral will receive a 3% equity interest in NewCo (prior to dilution by the IGO Option Plan and the Management Option Plan referred to below) on account of the contribution of the Loral Canadian Interest; (iii) the credit facility between Globalstar Canada Co. and the Royal Bank of Canada ("RBC") (including any replacement bank(s) that Loral and/or Globalstar secures in the event the credit agreement with RBC is not renewed) will remain in place for up to four years following consummation of the Plan and Loral will continue to maintain its credit support for the credit agreement in the form of a letter of credit, currently estimated at C$15 million. It is anticipated that Loral's obligation to provide credit support will be reduced from time to time as the credit facility is paid down in the ordinary course of operations of NewCo. Effective on consummation of the Plan, Loral shall provide a complete waiver and release of any and all obligations or liabilities of Globalstar Canada Co. ("GCC"), and any and all indirect successor obligations or liabilities, if any, of Newco or its subsidiaries, under that certain Agreement to Issue Guarantee dated September 15, 1997 among GCC, Loral, Airtouch Satellite Services, Inc. and Airtouch Communications, Inc. or any other agreement under which GCC or the other companies contained in the meaning of "Loral Canadian Interest" or Newco or its subsidiaries are obligated to reimburse Loral for payments it may make or liability it may incur in connection with its credit support of the RBC credit facility; (iv) to the extent amounts due to Globalstar L.P. from Globalstar Canada Co. in connection with the gateway procurement contract are attributable to Loral's ownership interest in Globalstar Canada Co., such amounts not to exceed $2.5 million shall be subject to offset against amounts otherwise due prior to the commencement of Globalstar's chapter 11 cases by Globalstar L.P. or any of its subsidiaries to Loral or any of its subsidiaries; and (v) Loral will provide an indemnity to NewCo to cover 49.9% of the liabilities of Globalstar Canada Satellite Co. and to cover Loral's proportionate share of the liabilities of the other Globalstar Canadian companies or the other companies contained in the meaning of "Loral Canadian Interest" in which it has an interest, in either case, which liabilities (i) arise or accrue and (ii) are not expressly transferred or assumed, in each case, as of the date of consummation of the Plan (it being understood that such indemnity shall not apply to trade liabilities arising in the ordinary course of business). There may be additional Contributing Service Providers in the future. The terms of such additional rollup transactions shall be negotiated on a case-by-case basis. -3- IGOs Certain service providers that do not constitute Contributing Service Providers may choose to continue to operate as independent gateway operators ("IGOs") and purchase wholesale airtime (at rates described in Globalstar's business plan) from Globalstar (and/or after the Plan is consummated, from NewCo) and resell it in their existing territories. Such future IGO relationships will be governed by new agreements between Globalstar (subject to the consent of Loral and the Informal Committee solely to the extent such agreements are to be entered into after execution of this MOU and prior to commencement of Globalstar's chapter 11 cases) or NewCo (subject to Board approval), as the case may be, and the respective IGOs that will contain terms relating to, among other things, coordination of rates, billing and the non-exclusive nature of their rights to provide Globalstar services in their respective territories. Strategic Agreement All rights of the parties hereto in respect of the following agreements shall be reserved in full: (i) the Strategic Agreement, dated as of March 23, 1994, between Loral/Qualcomm Partnership, L.P., and Airtouch Communications, (ii) the Memorandum of Understanding - US Government and Aviation -- GUSA and Loral/Qualcomm Partnership, dated as of November 1999, and (iii) Globalstar USA, Inc. Globalstar Service Reseller Agreement with Government Services, L.L.C. dated as of April 1, 2000. Treatment of Claims; Releases As of December 31, 2001, the fixed, liquidated aggregate claim of Loral and the Loral Entities identified in subclauses (i) through (xxi) on Schedule A hereto against Globalstar is estimated to be $887 million. This estimate excludes contingent and/or unliquidated amounts owing to Loral under executory or other contracts. All entities referred to in Schedule A hereto are collectively referred to herein as the "Loral Entities." Nothing herein shall prejudice (i) any rights of setoff held by Loral in respect of any claims by or against Globalstar or any of its affiliates, nor (ii) the right, if any, of any party to contest any such alleged setoff rights except as provided in clause (iv) above under "Contributing Service Providers". Confirmation of the Plan shall be conditioned on, among other things, the Loral Entities' allowed prepetition claims not exceeding $1.0 billion. Subject to the terms of the next four paragraphs of this caption, all unsecured claims, including claims under vendor financing agreements (notwithstanding the provisions of the next paragraph), Senior Notes (as defined below), credit facilities and other financing arrangements, and claims arising under executory or other contracts and unexpired leases, will be treated pari passu; provided, however, that nothing contained herein shall prevent Globalstar from asserting actions for equitable subordination and recharacterization of claims arising against any parties not receiving Releases (as defined below) pursuant to the terms and conditions of this MOU. Loral may be obligated to obtain necessary consents and approvals required in connection with compromise and settlement of the claims arising under vendor financing agreements (the "Vendor Financing Consents"), -4- which Vendor Financing Consents Loral shall use commercially reasonable efforts to obtain. In the event Loral is unable to obtain the Vendor Financing Consents, Loral shall support the Plan and comply in all respects with the terms of the MOU, except that, it may not vote or compromise claims arising from vendor financing agreements requiring Vendor Financing Consents. Nothing contained in the MOU shall affect any Loral contractual obligation to seek collection of amounts due with respect to vendor financing agreements for which the Vendor Financing Consents have not been obtained, including by filing a proof of claim. Subject to the terms of the remainder of this paragraph, the Plan will provide for general mutual releases (and waivers of equitable subordination and recharacterization of claims actions) (the "Releases") of claims of, or directly or indirectly relating to or concerning, Globalstar, including, without limitation, its management and operations, among, for the benefit of, and solely in the designated capacity of, the following releasees: all current officers and directors (including members of the General Partners Committee), the Loral Entities, current direct or indirect general and limited partners of Globalstar, Contributing Service Providers, the members of any official and informal committees of creditors, the respective advisors of the foregoing, and certain other parties to be agreed upon. Any entity other than Qualcomm, Incorporated ("Qualcomm") that is entitled under the Plan to receive equity in exchange for cancellation of any indebtedness owed to such entity (the "Equity Participation") and that elects to obtain a Release will be required to forfeit 22.5% of the aggregate Equity Participation such entity would otherwise be entitled to receive in exchange for cancellation of indebtedness under the Plan (the "Release Election"). All such forfeitures of Equity Participations shall be deemed to occur simultaneously for the purpose of reallocating the forfeited NewCo equity. Subject to and conditioned upon the effectiveness of the Plan, any such forfeited Equity Participation will be allocated pro rata to the Other Creditors and Noteholders that have not elected to obtain a release as described above. Loral and the Loral Entities identified in subclauses (i) through (xxi) on Schedule A hereto shall make a Release Election and any of the Loral Entities identified in subclauses (xxii) through (xxviii) on Schedule A may, in order to obtain a Release, make a Release Election on or prior to the date of the disclosure statement hearing. All current direct and indirect affiliates, controlling shareholders, members, managing members, general and limited partners, subsidiaries, officers, directors, advisors and professionals of each of the Loral Entities identified in subclauses (i) through (xxviii) of Schedule A hereto that makes a Release Election shall also receive Releases. Notwithstanding anything contained herein to the contrary, the Releases shall not affect (a) subject to applicable rights of offset (if any), commercial claims, loans and trade obligations (including without limitation all airtime obligations) owed to Globalstar by any of the parties receiving Releases, or (b) the obligations of Loral described in subparagraphs (iii) and (v) under the caption "Contributing Service Providers" herein. Releases will extend to the released entity, its subsidiaries and affiliates, its controlling shareholders, members and/or managing partners as well as its -5- directors, officers, other employees, and advisers. Releases will include the entire discharge of Globalstar's and its debtor affiliates' as of the effective date of the Plan (which affiliates shall include without limitation Globalstar Corp.) against such entities receiving the Releases and the claims of all others who participate in exchanges and distributions under or pursuant to the Plan. For good and valuable consideration, all of Globalstar's non-debtor affiliates (which affiliates include without limitation Globalstar Trak Pty Ltd., Globalstar Holdings, Ltd., Globalstar Int'l Svcs Ltd., Stonestreet Holdings NV , Globalstar Offshore Co., Globalstar Canada Satellite Co., ATSS/Loral Netherlands B.V., Vodafone Satellite Services, Inc. and any additional Contributing Service Providers (including without limitation Globalstar USA, Inc. and Globalstar Caribbean, Ltd.) in which Globalstar acquires a controlling interest through the effective date of the Plan) shall also release and discharge their claims against Loral and the Loral Entities identified in subclauses (i) through (xxi) on Schedule A hereto and such other Loral Entities that make a Release Election on or prior to the date of the disclosure statement hearing, and covenant not to sue on account of such claims, by executing mutual general releases and covenants not to sue with Loral and the Loral Entities identified in subclauses (i) through (xxi) on Schedule A hereto and such other Loral Entities that make a Release Election on or prior to the date of the disclosure statement hearing. Globalstar shall use its best efforts to have such non-debtor affiliate releases approved by the Bankruptcy Court, however, a failure to obtain Bankruptcy Court approval shall in no manner impair the validity and enforceability of such mutual general releases and covenants not to sue as between and among the parties thereto. The Releases shall be part of the Plan and the Plan shall be confirmed by order of the Bankruptcy Court. The Releases are an integral and material component of the compromises and settlements to be embodied in the Plan and the Releases will not be severable from the other terms and provisions of the Plan. NewCo shall have the authority to investigate and pursue all causes of action against all parties that do not expressly receive a Release. The holders of all pre-petition unsecured claims other than the holders of the Company'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") will collectively be referred to herein as "Other Creditors," and the owners of the Senior Notes will be collectively referred to herein as the "Noteholders". Nothing contained herein shall affect the rights of the Company's officers and directors in respect of their allowed indemnification claims, if any. Notwithstanding anything contained herein to the contrary, indemnification claims of the Company's officers and directors as against Globalstar and its subsidiaries and affiliates shall nonetheless survive as part of any Plan (i) to the extent of available D&O insurance coverage and (ii) for purposes of defense and offset against any claims asserted against such officers and -6- directors; provided, however, that such directors and officers shall have no right to receive any affirmative recovery from Globalstar on account of such indemnification claims that are not allowed claims as of the effective date of the Plan. Ownership of NewCo 97% (prior to dilution by the IGO Option Plan and the Management Option Plan referred to below) by the Other Creditors and the Noteholders as a group, distributed pro rata. 3% (prior to dilution by the IGO Option Plan and the Management Option Plan referred to below) by Loral (as described above) An option plan for the IGOs will be created (the "IGO Option Plan"), pursuant to which IGOs will receive options or other rights to purchase up to 5% of the common stock of NewCo, prior to dilution for the Management Option Plan outlined below. All other terms and conditions with respect to the IGO Option Plan shall be determined by the Board of Directors of NewCo. An option plan for management (the "Management Option Plan") of NewCo will be created pursuant to which options will be reserved for distribution to management personnel (including Russell Mack, in his capacity as the Chairman of the Management Committee described below) to purchase an aggregate of up to 10% of the common stock of NewCo on a fully diluted basis. All other terms and conditions, including the amount, the exercise price, the timing, and the vesting schedule, with respect to the Management Option Plan shall be determined by the Board of Directors of NewCo. Board Composition; Governance The board of directors of NewCo will consist of the following five individuals: - 3 individuals designated by the Informal Committee as a group - 2 individuals designated by Loral (including Russell Mack as one of such designees) In order to maintain the business continuity of the Globalstar enterprise, the operating management of NewCo will be directed by a Management Committee formed by Loral. Through the Management Committee, Loral will provide strategic direction as well as operating management in connection with the day-to-day operations of NewCo in a fashion consistent with the exercise of management, oversight and review functions previously performed by Loral through Globalstar's managing general partner. The Chairman of the Management Committee will be Russell Mack, who will have general control of and supervision over the business and affairs of NewCo. The CEO and other officers of NewCo will report to the Management Committee, which will be subject to the authority of, and report to, the board of directors of NewCo on all matters. Loral will contribute the services of the Management Committee and will not charge NewCo other than for (a) reimbursement of out-of-pocket expenses -7- reasonably incurred and (b) a portion of the compensation of Russell Mack (who will serve as the Chairman of the Management Committee) equivalent to that portion of his total time spent performing his duties as Chairman of the Management Committee. NewCo will indemnify and hold harmless Loral and its affiliates and their respective officers, directors, members, partners, shareholders, employees and agents (each, an "Indemnitee") from and against any and all liabilities, claims, losses or damages incurred by or threatened against an Indemnitee, as a party or otherwise, arising out of Loral's management of the business of NewCo as specified above, provided, however, NewCo shall not be liable under the foregoing indemnity for any loss, claim, damage, or liability resulting from the willful misconduct or gross negligence of any Indemnitee. The Board of Directors of NewCo shall have the authority to terminate the Management Committee at any time and for any reason effective five days after written notice to the Chairman of the Management Committee. The Management Committee shall have the right to terminate its role at any time and for any reason effective thirty days after written notice to the Board of Directors of NewCo. Concurrently with the execution of this MOU, each party to this MOU will execute and deliver a lockup agreement pursuant to which such party will, among other customary things, agree to support the Plan provided that its terms are materially consistent with the terms of this MOU and that no term is added that is materially adverse to such party without such party's consent. Except as otherwise provided herein, this MOU and the obligations hereunder are subject to the execution of mutually satisfactory definitive documentation. Qualcomm Notwithstanding anything herein to the contrary, if, on or before the hearing date for approval of the disclosure statement in respect of the Plan (the "Qualcomm Agreement Date"), Qualcomm, Inc. ("Qualcomm") and Globalstar shall have reached agreement on new contracts (on terms reasonably acceptable to Globalstar, Qualcomm and the Informal Committee) governing their on-going relationship (including, without limitation, addressing such terms as continued support services for the Globalstar system, exclusivity arrangements, the disposition of certain tangible assets (including, without limitation, gateways and handsets) and certain intellectual property rights), then: 1. The board of directors of NewCo will consist of the following five individuals: 3 individuals designated by the Informal Committee 1 individual designated by Loral (Russell Mack) 1 individual designated by Qualcomm 2. Qualcomm shall have the right to obtain a release pursuant to the Release Election provisions of the "Treatment of Claims; Releases" -8- section above. 3. As of the Qualcomm Agreement Date, Qualcomm's fixed, liquidated aggregate claim against Globalstar shall be estimated. The estimate shall exclude contingent and unliquidated amounts owing to Qualcomm under executory or other contracts. Nothing herein shall prejudice (i) any rights of set off held by Qualcomm in respect of any claims by or against Globalstar or any of its affiliates, nor (ii) the right, if any, of any party to contest any such alleged setoff rights. 4. Confirmation of the Plan shall be conditioned on, among other things, Qualcomm's allowed prepetition claims not exceeding an amount to be agreed among Globalstar, Loral and the Informal Committee. Disclosure As soon as practicable following the execution of this MOU, Globalstar will make public disclosure of the material terms of this MOU, which shall include filing, within two (2) business days of execution of this MOU, this MOU and the related Plan Support Agreement as exhibits to an 8-K filing by Globalstar. Neither Loral nor any member of the Informal Committee (acting individually or as a group) shall issue any press release concerning this MOU without prior approval of Globalstar, which approval shall not be unreasonably withheld. Informal Committee To the extent that the members of the Informal Committee constitute a majority of the initial members of the official committee of unsecured creditors appointed in Globalstar's Chapter 11 cases (the "Official Committee"), it being understood that the members of the Informal Committee will seek membership in the Official Committee, all references to the Informal Committee in this MOU shall be deemed to mean the Official Committee. In the event that the members of the Informal Committee do not constitute a majority of the initial members of the Official Committee, Globalstar shall (i) recognize the continued existence of the Informal Committee for so long as the Informal Committee is in existence and is not disbanded, (ii) with respect to Akin, Gump, Strauss, Hauer & Feld, L.L.P. ("AG"), as counsel to the Informal Committee, (a) assume the engagement letter dated February 21, 2001 as soon as practicable during Globalstar's Chapter 11 cases, subject to Globalstar's right to subsequently terminate the engagement letter without penalty only in the event the Plan Support Agreement is terminated or the Informal Committee is not in existence or is disbanded, (b) pay, in advance of Globalstar's Chapter 11 filing, all of AG's reasonable fees and expenses outstanding as of the date immediately preceding the filing of Globalstar's Chapter 11 cases, and (c) pay, in advance of Globalstar's Chapter 11 filing, AG an advance payment of $300,000, which advance payment shall become property of AG immediately upon receipt subject to AG's obligation to return such unused portion of the advance payment upon completion and/or termination of AG's services on behalf of the Informal Committee; and (iii) with respect to Jefferies & Company, Inc. ("Jefferies"), as financial advisors to the Informal -9- Committee, (a) assume the amended engagement letter dated as of December 31, 2001 as soon as practicable during Globalstar's Chapter 11 cases, subject to Globalstar's right to subsequently terminate the engagement letter without penalty only in the event the Plan Support Agreement is terminated or the Informal Committee is not in existence or is disbanded, (b) pay, in advance of Globalstar's Chapter 11 filing, all of Jefferies' reasonable fees and expenses outstanding as of the date immediately preceding the filing of Globalstar's Chapter 11 cases, and (c) pay, in advance of Globalstar's Chapter 11 filing, Jefferies an advance payment of $300,000, which advance payment shall become property of Jefferies immediately upon receipt subject to Jefferies' obligation to return such unused portion of the advance payment upon completion and/or termination of Jefferies' services on behalf of the Informal Committee. In the event that (a) the Bankruptcy Court allows AG and Jefferies to be retained to represent the Official Committee and (b) the Bankruptcy Court authorizes them to be paid monthly upon the assumption of their respective engagement letters, AG and Jefferies shall return the unused portion of their respective advance payments. Anything to the contrary notwithstanding, all fees and expenses payable to either Akin Gump or Jefferies for services rendered to the Informal Committee in connection with Globalstar's Chapter 11 cases shall be subject to review and objection and shall be subject to Bankruptcy Court approval under the standards articulated in Section 330(a)(3) of the Bankruptcy Code and the applicable guidelines adopted by the Office of the United States Trustee for the District of Delaware. Governing Law This MOU will be construed and rights of the parties hereto will be determined in all respects according to the laws of the State of New York. Definitive Documentation The parties hereto will use all commercially reasonable efforts to expeditiously execute definitive documentation required to implement this MOU and to expeditiously pursue confirmation of the Plan. Non-Binding Effect Except as provided under "Definitive Documentation" and "Disclosure," this MOU by itself does not constitute a binding agreement among the parties hereto. Counterparts This MOU may be executed by facsimile transmission and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Pages Follow] -10- IN WITNESS WHEREOF, this Memorandum of Understanding is hereby agreed to by the undersigned parties. GLOBALSTAR, L.P. By: /s/ ANTHONY J. NAVARRA ------------------------- Name: Anthony J. Navarra Title: President LORAL SPACE & COMMUNICATIONS LTD., on behalf of itself and all entities identified in subclauses (i) through (xxi) on Schedule A hereto By: /s/ BERNARD L. SCHWARTZ ------------------------- Name: Bernard L. Schwartz Title: Chairman & CEO COLUMBIA VENTURES CORP. By: /s/ KENNETH D. PETERSON, JR. -------------------------- Name: Kenneth D. Peterson, Jr. Title: CEO LOEB PARTNERS CORP. By: /s/ ROBERT GREEN -------------------------- Name: Robert Green Title: V.P. STONEHILL CAPITAL MANAGEMENT, LLC, on behalf of affiliated accounts By: /s/ JOHN NOTULERY -------------------------- Name: John Notulery Title: BLUE RIVER, LLC By: /s/ VAN D. GREENFIELD -------------------------- Name: Van D. Greenfield Title: Managing Member SCHEDULE A - "LORAL ENTITIES" ----------------------------- (i) Loral Space & Communications Ltd. (ii) Loral Space & Communications Corporation (iii) Loral/QUALCOMM Satellite Services, L.P. (iv) Loral/QUALCOMM Partnership, L.P. (v) Space Systems/Loral, Inc. (vi) LGP (Bermuda) Ltd. (vii) Loral/DASA Globalstar, L.P. (viii) Loral General Partner, Inc. (ix) Loral SpaceCom Corporation (x) Loral Satellite, Inc. (xi) L/Q Licensee, Inc. (xii) Government Services, L.L.C. (xiii) Loral CyberStar, Inc. (xiv) Loral CyberStar Ltd. (xv) CyberStar, L.P. (xvi) Loral Orion, Inc. (xvii) Loral Holdings Ltd. (xviii) Loral Global Services N.V. (xix) GlobalStar do Brasil, S.A. (xx) Loral/DASA do Brasil Ltda. (xxi) Loral/DASA do Brasil Holdings Ltda. (xxii) GlobalTel J.S.C. (xxiii) ATTS/Loral Mexico, L.P. (xxiv) Mexico Satellite LLC (xxv) Globalstar de Mexico S. de R.I. de C.V. (xxvi) Servicios Corporativos Alcance S.A. de C.V. (xxvii) Globalstar Canada Holding Co. (xxviii) Globalstar Canada Co. (xxix) All current direct and indirect affiliates, controlling shareholders, members, managing members, general and limited partners, subsidiaries, officers, directors, advisors and professionals of the entities in subclauses (i) through (xxviii) of this Schedule A to the extent that such entities make a Release Election, acting in such capacities, but specifically excluding Globalstar, L.P., Globalstar Capital Corporation, Globalstar Services Company, Inc., Globalstar L.L.C. and Globalstar Corporation.