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Exhibit 4.5
(FORM OF REVERSE SIDE OF SECURITY]
-----% Senior Note due
1. Interest
Globalstar, L.P., a Delaware limited partnership and
Globalstar Capital Corporation, a Delaware corporation (such limited partnership
and such corporation, and their successors and assigns under the Indenture
hereinafter referred to, being herein called the "Issuers"), promise to pay
interest on the principal amount of this Security at the rate per annum shown
above;
2. Method of Payment
The Issuers will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the --------------- or ------------------ next
preceding the interest payment date even if Securities are canceled after the
record date and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Issuers will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
Securities (including principal, premium, interest will be made by wire transfer
of immediately available funds to the accounts specified by the holders thereof
or, if no U.S. dollar account maintained by the payee with a bank in the United
States is designated by any holder to the Trustee or the Paying Agent at least
30 days prior to the relevant due date for payment (or such other date as the
Trustee may accept in its discretion), by mailing a check to the registered
address of such holder.
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3. Paying Agent and Registrar
Initially, The Bank of New York, a New York banking
corporation ("Trustee"), will act as Paying Agent and Registrar. The Issuers may
appoint and change any Paying Agent, Registrar or co-registrar without notice.
The Issuers or any of their domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar.
4. Indenture
The Issuers issued the Securities under an Indenture dated as
of ------------ ("Indenture"), between the Issuers and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.
The Securities are unsecured senior obligations of the Issuers
limited to $----------- aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture contains certain covenants which, among other
things, limit (a) the incurrence of additional debt by the Issuers and certain
of its subsidiaries and the issuance of capital stock by such subsidiaries, (b)
the payment of dividends on capital stock of certain subsidiaries and the
purchase, redemption or retirement of capital stock or subordinated
indebtedness, (c) certain investments, (d) certain transactions with affiliates,
(e) the incurrence of liens, (f) sales of assets, including capital stock of
subsidiaries, (g) certain consolidations and mergers, (h) the Issuers' and
certain of their subsidiaries, lines of business and (i) the Issuers' ability to
operate without certain insurance coverage. The Indenture also will prohibit
certain restrictions on distributions from subsidiaries. In addition, the
Issuers may be obligated, under certain circumstances, to offer to repurchase
Securities at a purchase price equal to 101% of the principal amount of the
Securities plus accrued and unpaid interest to the date of repurchase.
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5. Optional Redemption
The Securities will not be redeemable at the Issuers' option
prior to ___________. On and after that date, the Issuers may redeem the
Securities in whole or in part, at any time or from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued and unpaid interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date):
If redeemed during the 12-month period commencing of
the years set forth below:
Period Percentage
200 ......................................................
200 ......................................................
In the event that, on or before ____________, Globalstar
receives net proceeds from any Equity Offering by Globalstar or GTL, up to a
maximum of 33-1/3% of the aggregate principal amount of the Notes originally
issued will, at the option of Globalstar, be redeemable from the net cash
proceeds of such sale at a redemption price equal to ______ of the stated
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of redemption; provided, however, that (i) at least 66-2/3% of the original
aggregate principal amount of the Notes remains outstanding after such
redemption and (ii) such redemption shall occur within 90 days of the date of
such offering.
6. Notice of Redemption
Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Securities (or such portions thereof) called
for redemption.
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7. Put Provisions
Upon a Change of Control, any Holder of Securities will have
the right to cause the Issuers to repurchase all or any part of the Securities
Of such Holder at a repurchase price equal to 101% of the principal amount of
the Securities plus accrued and unpaid interest and Liquidated Damages (if any)
to be repurchased (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date) as
provided in, and subject to the terms of, the Indenture.
8. Guarantees
This Security may be jointly and severally guaranteed by
certain Subsidiaries of the Issuers to the extent provided in the Indenture. The
Issuers have covenanted pursuant to the Indenture to cause any Subsidiary
created or acquired after the date of the Indenture (unless such Subsidiary is a
Transitory Equipment Subsidiary or is an Unrestricted Subsidiary), to execute
and deliver to the Trustee a Subsidiary Guaranty pursuant to which such
Subsidiary will guaranty this Security on the same terms and conditions as those
set forth in the Indenture.
9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Issuers are not required to transfer or exchange any Securities
selected for redemption (except, in the case of a Security to be redeemed in
part, the portion of the security not to be redeemed) or any Securities for a
period of 15 days before a selection of Securities to be redeemed.
10. Persons Deemed Owners
The registered Holder of this Security may be treated as the
owner of it for all purposes.
11. Unclaimed Money
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Issuers and not to the Trustee for payment.
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12. Discharge and Defeasance
Subject to certain conditions, the Issuers at any time may
terminate some or all of their obligations under the Securities and the
Indenture if the Issuers deposit with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.
13. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Issuers and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, to provide for the assumption by a successor corporation of the
obligations of Globalstar under the Indenture, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to add
guarantees with respect to the Securities, to release such guarantees, to secure
the Securities, to add to the covenants of the Issuers for the benefit of the
Holders of the Securities or to surrender any right or power conferred upon the
Issuers, to make any change that does not adversely affect the rights of any
Holder of the Securities or to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the Trust Indenture
Act.
14. Defaults and Remedies
Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities, upon redemption pursuant to paragraph 5 of the
Securities, upon required repurchase upon declaration or otherwise, or failure
by the Issuers to redeem or purchase Securities when required; (iii) failure by
the Issuers to comply with other agreements in the Indenture or the Securities,
in certain cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after final
maturity) of other Debt of the Issuers if the amount accelerated (or so unpaid)
exceeds $__ million; M certain events of bankruptcy or insolvency with respect
to the Issuers and the Significant Subsidiaries; (vi) certain judgments or
decrees for the payment of money in excess of $__ million, subject to lapse of
time and notice; and (vii) certain events with respect to the guarantees of the
Issuers' obligations under the Securities by certain of their subsidiaries.
However, a default under clauses
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certain of their subsidiaries. However, a default under clauses (iii) and (vi)
will not constitute an Event of Default until the Trustee or the Holders of at
least 25% in principal amount of the Securities outstanding notify the Issuers
of the default and the Issuers do not cure such default within the time
specified after receipt of such notice. If an Event of Default occurs and is
continuing, the Trustees or the Holders of at least 25% in principal amount of
the Securities outstanding may declare the principal of and all accrued but
unpaid interest on all the Securities to be due and payable immediately.
Certain events of bankruptcy, insolvency or reorganization are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in the interest of the Holders.
15. Trustee Dealings with the Issuers
Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Issuers or their
Affiliates with the same rights it would have if it were not Trustee.
16. No Recourse Against Others
Any past, present or future director, officer, partner
(including general partners) employee, incorporator or stockholder, as such, of
the Issuers or the Trustee shall not have any liability for any obligations of
the Issuers under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.
17. Authentication
This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
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18. Abbreviations
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).
19. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers have caused CUSIP
numbers to be printed on the Securities and have directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
20. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
The Issuers will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture.
Requests may be made to:
Globalstar, L.P.
0000 Xxxxxx Xxxx
Xxx 000000
Xxx Xxxx, XX 00000-0670
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Security
on the books of Globalstar. The agent may substitute another to act for him.
Date: Your Signature:
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Sign exactly as your name appears on the other side of this Security.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the
Issuers pursuant to Section 4.07 or 4.10 of the Indenture, check the box: / /
If you want to elect to have only part of this Security
purchased by the Issuers pursuant to Section 4.07 or 4.10 of the Indenture,
state the amount:
Date: Your Signature:
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Sign exactly as your name appears on the other side of the Security.
Signature Guarantee:
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[Signature must be guaranteed by an eligible
Guarantor Institution (banks, stock brokers, savings
and loan associations and credit unions) with
membership in an approved guarantee medallion program
pursuant to Securities and Exchange Commission Rule
17Ad-15]
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CROSS-REFERENCE TABLE
TIA Indenture
Section Section
310(a)(1)..................................................... 7.10
(a)(2)..................................................... 7.10
(a)(3)..................................................... N.A.
(a)(4)..................................................... N.A.
(b)........................................................ N.A.
(c)........................................................ N.A.
311(a)........................................................ 7.11
(b)........................................................ N.A.
(c)........................................................ N.A.
312(a)........................................................ N.A.
(b)........................................................ 11.3
(c)........................................................ 11.3
313(a)........................................................ 7.6
(b)(1)..................................................... N.A.
(b)(2)..................................................... 7.6
(c)........................................................ N.A.
(d)........................................................ N.A.
314(a)........................................................ N.A.
314(a)(4)..................................................... 4.14
(b)........................................................ N.A.
(c)(1)..................................................... N.A.
(c)(2)..................................................... N.A.
(c)(3)..................................................... N.A.
(d)........................................................ N.A.
(e)........................................................ N.A.
(f)........................................................ N.A.
315(a)........................................................ N.A.
(b)........................................................ N.A.
(c)........................................................ N.A.
(d)........................................................ N.A.
(e)........................................................ N.A.
316(a)(last sentence)......................................... N.A.
(a)(1)(A).................................................. N.A.
(a)(1)(B).................................................. N.A.
(a)(2)..................................................... N.A.
(b)........................................................ N.A.
317(a)(1)..................................................... N.A.
(a)(2)..................................................... N.A.
(b)........................................................ N.A.
318(a)........................................................ N.A.
N.A. means Not Applicable.
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Note: This Cross-Reference Table shall not, for any purpose be deemed to be part
of this Indenture.
