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AMENDMENT
to the
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
of
GLOBALSTAR, L.P.
AMENDMENT (this "Amendment"), dated as of February 1, 2000 to the
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of GLOBALSTAR, L.P., a
Delaware limited partnership ("Globalstar" or the "Partnership"), dated as of
January 26, 1999 (the "Partnership Agreement"), by and among LORAL/QUALCOMM
SATELLITE SERVICES, L.P., a Delaware limited partnership ("LQSS"), GLOBALSTAR
TELECOMMUNICATIONS LIMITED, a Bermuda company ("GTL") and 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"), as
amended on December 8, 1999.
WHEREAS, GTL is making an offering (the "Common Stock Offering") of
8,050,000 shares of common stock, par value $1.00 per share (the "Common
Stock").
WHEREAS, the Partnership requires additional capital to accomplish
its purposes; and
WHEREAS, it is in the best interest of the Partnership to acquire
such additional capital by contribution from GTL of the proceeds of the Common
Stock Offering and for the Partnership to issue to GTL ordinary partnership
interests in connection therewith.
NOW, THEREFORE, the Partners, in consideration of the premises and
their mutual agreements as hereinafter set forth, do hereby agree to amend the
Partnership Agreement as follows:
1. AMENDMENT TO SECTION 2.1. Section 2.1 of the Partnership Agreement is
hereby amended as follows:
The definition of "Authorized Partnership Interests" set forth in Section
2.1 shall be deleted and replaced in its entirety with the following:
"Authorized Partnership Interests" means the sum of (i) 55,448,837
Partnership Interests, (ii) 4,769,231 Partnership Interests, (iii) the
number of Ordinary Partnership Interests issuable upon exercise of the
warrants issuable to certain Partners or Affiliates thereof and to GTL in
connection with the guarantee of the Partnership's obligations under the
Globalstar Credit Agreement, (iv) the number of Series A Preferred
Partnership Interests issued to GTL in connection with GTL's offering of
the Series A Preferred Stock, including as a result of the exercise by
the purchasers thereof of the option to purchase additional shares
thereof under the purchase agreement relating thereto, (v) the number of
Series B Preferred Partnership Interests issuable to GTL in connection
with GTL's offering of the Series B Preferred Stock Offering, including
as a result of the exercise by the purchasers thereof of the option to
purchase additional
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shares thereof under the purchase agreement relating thereto, (vi) the
number of Ordinary Partnership Interests issuable upon conversion or
exchange of the Series A Preferred Partnership Interests or Series B
Preferred Partnership Interests or in satisfaction of any distribution,
make-whole or redemption payment thereon, (vii) the number of Ordinary
Partnership Interests issuable upon exercise of the warrants issuable to
certain Partners of Globalstar, L.P., Loral/Qualcomm Satellite Services,
L.P. or Loral/Qualcomm Partnership, L.P. or Affiliates thereof in
connection with the guarantee of the Partnership's obligations under the
$500 million credit agreement with Bank of America and the other lenders
parties thereto, (viii) the number of Ordinary Partnership Interests
issuable upon exercise of the Warrants issuable to Xxxxxxxx Xxxxxxxxxxxx
and its Affiliates in connection with up to $500 million of vendor
financing provided by Xxxxxxxx Xxxxxxxxxxxx to the Partnership, (ix) the
number of Ordinary Partnership Interests or PPIs that may be issued in
connection with an offering of common stock, preferred stock, OPIs, PPIs,
or any other equity interests of GTL or the Partnership, in an aggregate
offering amount equal to the difference between 300 million and the gross
proceeds of the Series B Preferred Stock Offering including Ordinary
Partnership Interests issuable upon conversion or exchange of any PPIs
issued in connection with such offering, or in satisfaction of any
distribution, distribution make-whole payment, or redemption payment
thereon and (x) the number of Ordinary Partnership Interests issuable to
GTL in connection with the Common Stock Offering; provided, however, that
any greater number of Authorized Partnership Interests may be authorized
from time to time with the Consent of the Partners.
2. DEFINED TERMS. Capitalized terms used herein not otherwise defined
shall have the meanings set forth in the Partnership Agreement, as amended.
3. AMENDMENT TO SCHEDULE A. Schedule A to the Partnership Agreement is
hereby amended, as of the date hereof, as revised by the Managing General
Partner to reflect the issue of OPIs to GTL in connection with the Common Stock
Offering.
4. EFFECTIVENESS. This Amendment shall become effective as of the date
set forth above and when GTL shall have contributed the proceeds of the Common
Stock Offering to the Partnership and the Partnership shall have issued the
Ordinary Partnership Interests to GTL.
5. COUNTERPARTS. This Amendment may be executed in counterparts, all of
which together shall constitute one agreement binding on all the parties hereto.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
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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 LORAL/QUALCOMM PARTNERSHIP, L.P.
its General Partner
by LORAL GENERAL PARTNER, INC.
its General Partner
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
GLOBALSTAR TELECOMMUNICATIONS LIMITED
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
Limited Partners:
AIRTOUCH SATELLITE SERVICES, INC.
DACOM CORPORATION
DACOM INTERNATIONAL, INC.
HYUNDAI CORPORATION
HYUNDAI ELECTRONICS INDUSTRIES CO., LTD.
LORAL/DASA GLOBALSTAR, L.P.
LORAL SPACE & COMMUNICATIONS LTD.
SAN GIORGIO S.p.A.
TELESAT LIMITED
TE. SA. M.
VODASTAR CELLULAR LIMITED
VODAFONE SATELLITE SERVICES LIMITED
BY : LORAL/QUALCOMM SATELLITE SERVICES, L.P.
by LORAL/QUALCOMM PARTNERSHIP, L.P.
its General Partner
by LORAL GENERAL PARTNER, INC.
its General Partner
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx as Attorney-in-Fact
