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AMENDMENT TO THE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT
AMENDMENT, dated as of April 8, 1998 to the EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT, dated as of December 31, 1994 (the "Agreement"),
among GLOBALSTAR, L.P., a Delaware limited partnership ("Globalstar"),
GLOBALSTAR TELECOMMUNICATIONS LIMITED, a Bermuda company ("GTL") and TeleSat
Limited, a company organized under the International Business Companies
Ordinance of the British Virgin Islands ("Telesat").
WHEREAS, pursuant to Section 7 of the Agreement, Globalstar and GTL
have the right to amend the Agreement to grant to any partner of Globalstar
admitted into the partnership after December 31, 1994 the exchange and
registration rights afforded in the Agreement; and
WHEREAS, TeleSat and the partners of Globalstar have on the date
hereof entered into an amendment to the Globalstar partnership agreement to
reflect the admission of TeleSat as a limited partner in Globalstar (the
"Partnership Amendment"); and
WHEREAS, Globalstar and GTL wish to amend the Agreement to include
TeleSat as a Partner within the meaning of the Agreement effective as of the
effective date of the Partnership Amendment:
1. Addition of TeleSat as a Partner. The parties hereto agree that
from and after the effective date of the Partnership Amendment, all references
to "Partner" or "Partners" in the Agreement shall be deemed also to refer to
TeleSat.
2. TeleSat. TeleSat hereby agrees that from and after the effective
date of the Partnership Amendment, it shall be bound by the terms of the
Agreement, including without limitation, the representations and warranties of
the Partners contained therein.
3. Defined Terms. Capitalized terms used herein not otherwise
defined shall have the meanings set forth in the Agreement.
4. Counterpart. This Amendment may be executed in counterparts, all
of which together shall constitute one agreement binding on all the parties
hereto.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK 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.
GLOBALSTAR, L.P.
By: /s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: Executive Vice President
GLOBALSTAR TELECOMMUNICATIONS
LIMITED
By: /s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: Executive Vice President
CHINA TELECOMMUNICATIONS
BROADCAST SATELLITE CORPORATION
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
