1
AMENDMENT
to the
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
of
GLOBALSTAR, L.P.
AMENDMENT, dated as of April 8, 1998 to the AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 31, 1994 as
amended on March 6, 1996 (the "Partnership Agreement"), of GLOBALSTAR, L.P., a
Delaware limited partnership ("Globalstar" or the "Partnership"), by and among
LORAL/QUALCOMM SATELLITE SERVICES, L.P., a Delaware limited partnership
("LQSS"), GLOBALSTAR TELECOMMUNICATIONS LIMITED, a Bermuda company ("GTL"), the
limited partners signatories thereto as set forth on the signature pages hereto
(collectively, the "Limited Partners"and together with LQSS and GTL, the
"Partners") and TELESAT LIMITED, a company organized under the International
Business Companies Ordinance of the British Virgin Islands ("TeleSat").
WHEREAS, ChinaSat Telecommunications Broadcast Satellite
Corporation ("ChinaSat"), an Affiliate of TeleSat, entered into a Founding
Service Provider Agreement with the Partnership, dated as of September 17, 1996
(the "ChinaSat Service Provider Agreement") pursuant to which ChinaSat has
agreed to act as a Globalstar Service Provider in the territories set forth in
the ChinaSat Service Provider Agreement; and
WHEREAS, China Telecom (Hong Kong) Group Limited ("CTHKG"),
which owns 100% of the outstanding ordinary shares of TeleSat and is an
Affiliate of ChinaSat, entered into a Subscription Agreement (the "CTHKG
Subscription Agreement") dated as of October 24, 1997 with the Partnership
pursuant to which CTHKG has agreed to purchase, and the Partnership has agreed
to issue, 937,500 Ordinary Partnership Interests, at an aggregate purchase price
of $18.75 million (the "Purchase Price") and the Partnership has granted to
CTHKG an option (the "ChinaSat Option") to purchase, subject to the satisfaction
of certain conditions, an additional 937,500 Ordinary Partnership Interests at
an aggregate purchase price of $18.75 million; and
WHEREAS, CTHKG assigned all rights under the CTHKG
Subscription Agreement to TeleSat; and
WHEREAS, LQSS, GTL, the Partners and TeleSat hereby agree to
amend the Partnership Agreement as set forth below to reflect the admission of
TeleSat as a Limited Partner in the Partnership:
2
l. Amendment to Section 2.1. Section 2.1 of the Partnership
Agreement is hereby amended as follows:
(a) The definition of Affiliate is amended to delete the word
"and" before "iv" and to add the following after clause (iv) of such definition:
"and (v) in the case of TeleSat, the term "Affiliate" shall include
only ChinaSat, CTHKG and any Persons controlled by ChinaSat or CTHKG.
(b) The following definitions shall be added to Section 2.1:
"ChinaSat" means China Telecommunications Broadcast Satellite
Corporation, an independent legal entity organized under the laws of
the People's Republic of China.
"ChinaSat Option" means the option granted to CTHKG by the
Partnership in consideration for ChinaSat entering into the ChinaSat
Service Provider Agreement to purchase, subject to the satisfaction of
certain conditions, an additional 937,500 Ordinary Partnership
Interests at an aggregate purchase price of $18.75 million.
"ChinaSat Service Provider Agreement" means the Founding
Service Provider Agreement, dated as of September 17, 1996, by and
between ChinaSat and the Partnership.
"CTHKG" means China Telecom (Hong Kong) Group Limited.
"TeleSat" means TeleSat Limited, a company organized under the
International Business Companies Ordinance of the British Virgin
Islands.
(c) The definition of Subscription Agreement is hereby amended
in its entirety to read as follows:
"Subscription Agreement" means the agreement entered into by
each General Partner and each Limited Partner (or the assignor that
assigned its Partnership Interests to such Limited Partner) prior to
becoming a Partner.
2. Amendment to Section 4.2. The last sentence of Section 4.2
of the Partnership Agreement is hereby amended in its entirety as follows:
-2-
3
"The total number of such Partnership Interests is 19,937,500."
3. Amendment to Section 4.5(a). Clause (a) of Section 4.5(a)
of the Partnership Agreement is hereby amended in its entirety as follows:
"(a) the amount of cash contributed to the Partnership by the Partner,
and, in addition in the case of LQSS, the Book Value of any property
contributed and the amount referred to in Section 4.1(b)(iii) and, in
the case of TeleSat, (i) the amount of the bonus in the Capital Account
balance that it received for ChinaSat entering into the ChinaSat
Service Provider Agreement and (ii) the excess, if any, of the amount
credited to the capital accounts for Ordinary Partnership Interests
acquired by TeleSat upon its exercise of the ChinaSat Option over the
exercise price. The amounts described in this clause (i) and (ii) for
purposes of Schedule A and this Agreement shall be considered part of
TeleSat's Capital Contribution."
4. Amendment to Section 5.1(e). Clause (e) of Section 5.1 of
the Partnership Agreement is hereby amended to delete clauses (ii), (iii) and
(iv) and to replace "(v)" with "(ii)."
5. Amendment to Section 6.7(a). Section 6.7(a) is hereby
amended by adding the following sentence at the end thereof:
"ChinaSat and its Affiliates, as Chinese government entities, shall not
be subject to this Section 6.07(a)."
6. Amendment to Schedule A. Schedule A to the Partnership
Agreement is hereby amended in its entirety and replaced by Schedule A attached
hereto to reflect the admission of TeleSat as a Limited Partner in the
Partnership.
7. TeleSat. TeleSat hereby agrees that from and after the
effective date of this Amendment, it shall be bound by the terms of the
Partnership Agreement, as amended, as a Limited Partner.
8. Defined Terms. Capitalized terms used herein not otherwise
defined shall have the meanings set forth in the Partnership Agreement, as
amended.
9. Effectiveness. This Amendment shall become effective as of
the date it is approved with the Consent of the Partners and when Telesat shall
have paid the Purchase Price to the Partnership.
-3-
4
10. Counterparts. This Amendment may be executed in
counterparts, all of which together shall constitute one agreement binding on
all the parties hereto.
11. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAW.
-4-
5
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed and delivered by their respective duly authorized officer as
of the day and year first above written.
LORAL/QUALCOMM SATELLITE SERVICES, L.P.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
GLOBALSTAR TELECOMMUNICATIONS LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice
President
TELESAT LIMITED
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
AIRTOUCH SATELLITE SERVICES, INC.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title:
SAN GIORGIO, S.p.A.
By: /s/ Enrico Albareto
Name: Enrico Albareto
Title:
-5-
6
HYUNCORP
By: ___________________
Name:
Title:
HYUNELECT
By: ___________________
Name:
Title:
DACOM
By: /s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: Director
DACOM INTERNATIONAL
By: /s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: Director
LORAL/DASA GLOBALSTAR, L.P.
By: /s/ LORAL/DASA GLOBALSTAR, L.P.
Name:
Title:
-6-
7
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice
President
TE.SA.M.
By: /s/ X. Xxxxxxxxx
Name: X. Xxxxxxxxx
Title:
VODAFONE SATELLITE SERVICES LIMITED
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Operations Director
-7-
8
SCHEDULE A
SCHEDULE OF PARTNERS
Partner Capital Interests
------- Contribution ---------
------------
AirTouch Satellite Services $37,500,000 3,000,000 OPIs
San Giorgio S.A. $18,750,000 1,000,000 OPIs
GTL $326,956,000* 15,320,651,OPIs
see Footnote No. 1 4,769,231 PPIs
Hyundai see Footnote No. 2 300,000 OPIs
Hyundai Electronics see Footnote No. 2 2,100,000 OPIs
DACOM see Footnote No. 2 450,000 OPIs
DACOM International see Footnote No. 2 150,000 OPIs
Loral/DASA Globalstar, L.P. $37,500,000 3,000,000 OPIs
Loral Space & Communications Ltd. $37,500,000 3,000,000 OPIs
LQSS $50,000,000 18,000,000 OPIs
TE.SA.M $37,500,000 3,000,000 OPIS
Vodafone Satellite Services Limited $37,500,000 3,000,000 OPIs
TeleSat $18,750,000 937,500 OPIs
-------------------
* Includes the net proceeds from GTL's initial public offering and
issuance by GTL of common stock upon the exercise of outstanding
warrants and employee stock options.
1. Issued for net proceeds from the CPEO Offering as described in the
Offering Memorandum.
2. The initial contribution of $37,500,000 was made by Hyundai/DACOM.
