<PAGE>   1

                                                                   Exhibit 10.14

                                                                  CONFORMED COPY



                                WARRANT AGREEMENT


                                   Dated as of

                                February 19, 1997

                                     between

                      GLOBALSTAR TELECOMMUNICATIONS LIMITED


                                       and


                              THE BANK OF NEW YORK

                              as the Warrant Agent






                  ---------------------------------------------

                                  Warrants for
                                 Common Stock of
                      Globalstar Telecommunications Limited
                  ---------------------------------------------






<PAGE>   2



















                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                       <C>                                                     <C>
                                          ARTICLE 1

                                         Definitions

SECTION 1.01.             Definitions...........................................    2
SECTION 1.02.             Other Definitions.....................................    4
SECTION 1.03.             Rules of Construction.................................    5


                                          ARTICLE 2

                                   Warrant Certificates

SECTION 2.01.             Form and Dating.......................................    5
SECTION 2.02.             Legends...............................................    5
SECTION 2.03.             Execution and Countersignature........................    8
SECTION 2.04.             Certificate Register..................................    8
SECTION 2.05              Separation of Warrants and
                              Notes.............................................    9
SECTION 2.06.             Transfer and Exchange.................................    9
SECTION 2.07.             Replacement Certificates..............................   10
SECTION 2.08.             Temporary Certificates................................   10
SECTION 2.09.             Cancellation..........................................   10


                                          ARTICLE 3

                                       Exercise Terms

SECTION 3.01.             Exercise Price........................................   11
SECTION 3.02.             Exercise Periods......................................   11
SECTION 3.03.             Expiration............................................   11
SECTION 3.04.             Manner of Exercise....................................   11
SECTION 3.05.             Issuance of Warrant Shares............................   12
SECTION 3.06.             Fractional Warrant Shares.............................   13
SECTION 3.07.             Reservation of Warrant Shares.........................   13
SECTION 3.08.             Compliance with Law...................................   14
</TABLE>





<PAGE>   3









                                    ARTICLE 4

                             Antidilution Provisions
<TABLE>
<S>                       <C>                                                     <C>
SECTION 4.01.             Changes in Common Stock...............................   15
SECTION 4.02.             Cash Dividends and Other
                            Distributions.......................................   15
SECTION 4.03.             Rights Issue To All Holders of
                            Common Stock........................................   16
SECTION 4.04.             Other Issuances of Common Stock or
                            Rights..............................................   18
SECTION 4.05.             Combination; Liquidation..............................   19
SECTION 4.06.             Other Events..........................................   20
SECTION 4.07.             Superseding Adjustment................................   21
SECTION 4.08.             Minimum Adjustment....................................   21
SECTION 4.09.             Notice of Adjustment..................................   22
SECTION 4.10.             Notice of Certain Transactions........................   22
SECTION 4.11.             Adjustment to Warrant
                            Certificate.........................................   23


                                          ARTICLE 5

                                     Registration Rights

SECTION 5.01.             Effectiveness of Registration
                              Statements........................................   24
SECTION 5.02.             Suspension............................................   25
SECTION 5.03.             Blue Sky..............................................   25
SECTION 5.04.             Accuracy of Disclosure................................   25
SECTION 5.05.             Indemnification.......................................   26
SECTION 5.06.             Additional Acts.......................................   31
SECTION 5.07.             Expenses..............................................   31


                                          ARTICLE 6

                                        Warrant Agent

SECTION 6.01.             Appointment of Warrant Agent..........................   32
SECTION 6.02.             Rights and Duties of
                            Warrant Agent.......................................   32
SECTION 6.03.             Individual Rights of
                            Warrant Agent.......................................   33
SECTION 6.04.             Warrant Agent's Disclaimer............................   34
SECTION 6.05.             Compensation and Indemnity............................   34
SECTION 6.06.             Successor Warrant Agent...............................   34
</TABLE>


                                       ii
<PAGE>   4










                                    ARTICLE 7

                                  Miscellaneous

<TABLE>
<S>                       <C>                                                     <C>
SECTION 7.01.             SEC Reports and Other Information.....................   36
SECTION 7.02.             Persons Benefitting...................................   37
SECTION 7.03.             Rights of Holders.....................................   37
SECTION 7.04.             Amendment.............................................   37
SECTION 7.05.             Notices...............................................   38
SECTION 7.06.             Governing Law.........................................   39
SECTION 7.07.             Successors............................................   39
SECTION 7.08.             Multiple Originals....................................   39
SECTION 7.09.             Table of Contents.....................................   39
SECTION 7.10.             Severability..........................................   39
SECTION 7.11.             Use of Proceeds.......................................   39

EXHIBIT A                 Form of Face of Warrant Certificate

EXHIBIT B                 Certificate to be Delivered upon
                          Exchange or Registration of
                          Transfer of Warrants
</TABLE>


                                       iii
<PAGE>   5



















                             WARRANT AGREEMENT dated as of February 19, 1997
                      (this "Agreement"), between GLOBALSTAR TELECOMMUNICATIONS
                      LIMITED, a Bermuda corporation ("GTL"), and THE BANK OF
                      NEW YORK, as Warrant Agent (the "Warrant Agent").


               GTL desires to issue the warrants (the "Warrants") described
herein and to purchase with the proceeds therefrom Partnership Warrants (as
defined herein) of Globalstar, L.P., a Delaware limited partnership
("Globalstar"). The Warrants will initially entitle the holders thereof (the
"Holders") to purchase in the aggregate 1,032,250 shares of common stock, par
value $1.00 per share, of GTL (the "Common Stock") in connection with an
offering by GTL, Globalstar and Globalstar Capital Corporation, a Delaware
corporation ("Globalstar Capital") (the "Units Offering") of 500,000 units (the
"Units"). Each Unit will consist of (i) $1,000 aggregate principal amount of
11-3/8% Senior Notes due 2004 (collectively, the "Notes") issued by Globalstar
and Globalstar Capital, as joint and several obligors, and (ii) a Warrant issued
by GTL. Each Warrant will entitle the Holder to purchase 2.0645 shares of Common
Stock, subject to adjustment as provided herein. In connection with the sale of
the Units, 500,000 Warrants will be issued to the purchasers of the Units.

               The Warrants will not trade separately from the Notes until the
earlier of commencement of an exchange offer or the effectiveness of a shelf
registration statement for the Notes or such earlier date after August 15, 1997,
as Lehman Brothers, Inc. shall determine (the "Separation Date").

               GTL further desires the Warrant Agent to act on behalf of GTL in
connection with the issuance of the Warrants as provided herein and the Warrant
Agent is willing to so act.

               Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the holders of Warrants:
<PAGE>   6
                                                                               2


                                    ARTICLE 1

                                   Definitions

               SECTION 1.01.  Definitions.

               "Affiliate" of any Person means any other Person, directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; provided, however, that
beneficial ownership of 10% or more of the voting securities of a Person shall
be decreed to be control. The terms "controlling" and "controlled" have meanings
correlative to the foregoing.

               "Board" means the Board of Directors of GTL or any committee
thereof duly authorized to act on behalf of such Board of Directors.

               "Business Day" means each day that is not a Saturday, a Sunday or
a day on which banking institutions are not required to be open in the State of
New York.

               "Cashless Exercise Ratio" means a fraction, the numerator of
which is the excess of the Current Market Value per share of Common Stock on the
Exercise Date over the Exercise Price per share as of the Exercise Date and the
denominator of which is the Current Market Value per share of the Common Stock
on the Exercise Date.

               "Combination" means an event in which GTL consolidates with,
merges with or into, or sells all or substantially all of its assets to another
Person.

               "Current Market Value" per share of Common Stock or any other
security at any date means: (i) if the security is not registered under the
Exchange Act, (a) the value of the security, determined in good faith by the
Board and certified in a board resolution, based on the most recently completed
arm's-length transaction between GTL and a Person other than an Affiliate of
GTL, the closing of which occurred on such date or within the six-month period
preceding such date, or (b) if no such transaction shall have occurred on such
date or within such six-month period,


<PAGE>   7
                                                                               3


the value of the security as determined by an independent financial expert; or
(ii) if the security is registered under the Exchange Act, the average of the
last reported sale price of the Common Stock (or the equivalent in an
over-the-counter market) for each Business Day during the period commencing 15
Business Days before such date and ending on the date one day prior to such
date, or if the security has been registered under the Exchange Act for less
than 15 consecutive Business Days before such date, the average of the daily
closing bid prices (or such equivalent) for all of the Business Days before such
date for which daily closing bid prices are available (provided, however, that
if the closing bid price is not determinable for at least 10 Business Days in
such period, the "Current Market Value" of the security shall be determined as
if the security were not registered under the Exchange Act).

               "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

               "Exercise Date" means, for a given Warrant, the day on which such
Warrant is exercised pursuant to Section 3.04.

               "GTL Guarantee Warrants" means warrants to purchase 4,185,318
shares of Common Stock of GTL, at a price per share of $26.50, issued by GTL to
certain founding and strategic partners of Globalstar.

               "GTL Rights" means rights to subscribe for and purchase 1,131,168
share of Common Stock of GTL, at a price per share of $26.50, to be distributed
by GTL to holders of its Common Stock.

               "Indenture" means the Indenture dated as of February 15, 1997,
among Globalstar and Globalstar Capital, as joint and several obligors, and the
Trustee, with respect to the Notes, as it may be amended or supplemented from
time to time.

               "Issue Date" means the date on which Warrants are initially 
issued.

               "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of GTL.



<PAGE>   8
                                                                               4


               "Partnership Warrants" means the warrants to purchase limited
partnership interests in Globalstar having the same terms and tenor as the
Warrants issued hereby.

                "Person" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

               "SEC" means the Securities and Exchange Commission, or any
successor agency or body performing substantially similar functions.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Trustee" means The Bank of New York, or any successor trustee 
under the Indenture.

               "Warrant Certificates" mean the registered certificates
(including without limitation, the global certificates) issued by GTL under this
Agreement representing the Warrants.

               "Warrant Shares" mean the shares of Common Stock (and any other
securities) for which the Warrants are exercisable.

               SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                                         Defined in
                  Term                                                     Section
                  ----                                                   ----------
<S>                                                                      <C>
        "Agreement".............................................          Recitals
        "Cashless Exercise".....................................          3.04
        "Certificate Register"..................................          2.04
        "Common Shelf Registration
         Statement".............................................          5.01
        "Common Stock"..........................................          Recitals
        "Company"...............................................          Recitals
        "Exercise Price"........................................          3.01
        "Expiration Date".......................................          3.02(b)
        "Holders"...............................................          Recitals
        "Notes".................................................          Recitals
        "Registrar".............................................          3.07
        "Separability Legend"...................................          2.02(b)
        "Separation Date".......................................          Recitals
</TABLE>



<PAGE>   9
                                                                               5


<TABLE>
<S>                                                                      <C>
        "Successor Company".....................................          4.05(a)
        "Transfer Agent"........................................          3.05
        "Units".................................................          Recitals
        "Units Offering"........................................          Recitals
        "Warrant Agent".........................................          Recitals
        "Warrants"..............................................          Recitals
        "Warrant Shelf Registration
         Statement".............................................          5.01
</TABLE>


               SECTION 1.03.  Rules of Construction.  Unless the text otherwise
 requires:

                (i) a defined term has the meaning assigned to it;

                (ii) an accounting term not otherwise defined has the meaning
        assigned to it in accordance with generally accepted accounting
        principles as in effect from time to time;

                (iii) "or" is not exclusive;

                (iv) "including" means including without limitation; and

                (v) words in the singular include the plural and words in the
        plural include the singular.


                                    ARTICLE 2

                              Warrant Certificates

               SECTION 2.01. Form and Dating. Each Warrant Certificate shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Agreement. The Warrant Certificates may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which GTL is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to GTL) and shall bear
the legends required by Section 2.02. Each Warrant Certificate shall be dated
the date of its countersignature. The terms of the Warrant Certificate set forth
in Exhibit A are part of the terms of this Agreement.

               SECTION 2.02. Legends. (a) Each Warrant Certificate shall bear
the following legend:



<PAGE>   10
                                                                               6


               THE COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF GTL FOR WHICH
               THIS WARRANT IS EXERCISABLE MAY NOT BE OFFERED OR SOLD IN THE
               UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF
               1933, AS AMENDED (THE "SECURITIES ACT"), AND ANY APPLICABLE STATE
               SECURITIES LAWS, OR AN APPLICABLE EXEMPTION FROM SUCH
               REGISTRATION REQUIREMENTS. ACCORDINGLY, NO HOLDER SHALL BE
               ENTITLED TO EXERCISE SUCH HOLDER'S WARRANTS AT ANY TIME UNLESS,
               AT THE TIME OF EXERCISE, (i) A REGISTRATION STATEMENT UNDER THE
               SECURITIES ACT RELATING TO THE SHARES OF COMMON STOCK ISSUABLE
               UPON THE EXERCISE OF THIS WARRANT HAS BEEN FILED WITH, AND
               DECLARED EFFECTIVE BY, THE SECURITIES AND EXCHANGE COMMISSION
               (THE "SEC"), AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF
               SUCH REGISTRATION STATEMENT HAS BEEN ISSUED BY THE SEC, OR (ii)
               THE ISSUANCE OF SUCH SHARES IS PERMITTED PURSUANT TO AN EXEMPTION
               FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
               APPLICABLE STATE SECURITIES LAWS.

               (b) Each Warrant Certificate issued prior to the Separation Date
shall bear the following legend (the "Separability Legend"):

               THE WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY
               ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF
               $1,000 AGGREGATE PRINCIPAL AMOUNT OF 11-3/8% SENIOR NOTES DUE 
               2004 OF GLOBALSTAR, L.P. AND GLOBALSTAR CAPITAL CORPORATION (THE
               "NOTES") AND A WARRANT. THE WARRANTS AND THE NOTES WILL NOT TRADE
               SEPARATELY UNTIL THE EARLIER OF (I) THE COMMENCEMENT OF AN
               EXCHANGE OFFER OR THE EFFECTIVENESS OF A SHELF REGISTRATION
               STATEMENT FOR THE NOTES OR (II) SUCH DATE AFTER AUGUST 15, 1997,
               AS LEHMAN BROTHERS INC. MAY DETERMINE.

               (c) Each Warrant Certificate issued prior to the third
anniversary of the original issuance of the Units, unless otherwise agreed by
GTL and the Holder thereof, shall bear the following legend:

        THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
        SECURITIES LAWS AND NEITHER THIS SECURITY NOR ANY INTEREST OR


<PAGE>   11
                                                                               7


        PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
        WITHIN THE "UNITED STATES" OR TO "U.S. PERSONS" (AS DEFINED IN
        REGULATION S UNDER THE SECURITIES ACT) IN THE ABSENCE OF SUCH
        REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
        THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
        EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
        PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY, BY ITS
        ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT
        OF THE GLOBALSTAR PARTIES THAT: (I) IT HAS ACQUIRED A "RESTRICTED"
        SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT
        WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE
        DATE WHEN THIS SECURITY NO LONGER CONSTITUTES A "RESTRICTED" SECURITY
        UNDER RULE 144(K) OF THE SECURITIES ACT EXCEPT (A) TO ANY OF THE
        GLOBALSTAR PARTIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
        BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
        THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
        WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
        (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
        MEETING THE REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED STATES IN
        A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
        ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
        ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
        UNITED STATES OR ANY APPLICABLE JURISDICTION; AND (III) IT WILL, AND
        EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
        THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE. ANY
        OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSES
        (II)(D) AND (E) IS SUBJECT TO THE RIGHT OF THE ISSUER OF THIS SECURITY
        AND THE TRUSTEE OR TRANSFER AGENT FOR SUCH SECURITIES TO REQUIRE THE
        DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION
        ACCEPTABLE TO THEM IN FORM AND SUBSTANCE. [THIS LEGEND WILL BE REMOVED
        UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
        DATE.]

        BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS A
        "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
        SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
        DEFINED IN


<PAGE>   12
                                                                               8


        RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT) OR (C) IT IS 
        NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY IN AN OFFSHORE 
        TRANSACTION IN ACCORDANCE WITH REGULATION S.

               (d) Each Warrant Certificate issued in global form and deposited
with DTC shall bear the following legend:

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO GTL OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
WARRANT AGREEMENT REFERRED TO HEREIN.

               SECTION 2.03. Execution and Countersignature. Two Officers shall
sign the Warrant Certificates for GTL by manual or facsimile signature. If an
Officer whose signature is on a Warrant Certificate no longer holds that office
at the time the Warrant Agent countersigns the Warrant Certificate, the Warrant
Certificate shall nevertheless be valid. A Warrant Certificate shall not be
valid until an authorized signatory of the Warrant Agent manually countersigns
the Warrant Certificate. Such authorized signature shall be conclusive evidence
that the Warrant Certificate has been countersigned under this Agreement.

               The Warrant Agent shall initially countersign and deliver Warrant
Certificates entitling the Holders thereof to purchase in the aggregate not more
than 1,032,250 Warrant Shares upon a written order of GTL signed by two Officers
or by an Officer and either an Assistant Treasurer or an Assistant Secretary of
GTL.


<PAGE>   13
                                                                               9


              The Warrant Agent may appoint an agent reasonably acceptable to
GTL to countersign the Warrant Certificates. Unless limited by the terms of such
appointment, such agent may countersign Warrant Certificates whenever the
Warrant Agent may do so. Each reference in this Agreement to countersignature by
the Warrant Agent includes countersignature by such agent. Such agent will have
the same rights as the Warrant Agent for service of notices and demands.

               SECTION 2.04. Certificate Register. The Warrant Agent shall keep
a register ("Certificate Register") of the Warrant Certificates and of their
transfer and exchange. The Certificate Register shall show the names and
addresses of the respective Holders and the date and number of Warrants
represented on the face of each Warrant Certificate. GTL and the Warrant Agent
may deem and treat the Person in whose name a Warrant Certificate is registered
as the absolute owner of such Warrant Certificate for all purposes whatsoever
and neither GTL nor the Warrant Agent shall be affected by notice to the
contrary.

               SECTION 2.05. Separation of Warrants and Notes. (a) Prior to the
Separation Date no Warrant may be sold, assigned or otherwise transferred to any
Person unless, simultaneously with such transfer, the Warrant Agent receives
confirmation from the Trustee for the Notes that the Holder thereof has
requested a transfer of the related Notes to the same transferee.

               (b) On or after the Separation Date, the holder of a Warrant
Certificate containing a Separability Legend may surrender such Warrant
Certificate accompanied by a written application to the Warrant Agent, duly
executed by the Holder thereof, for a new Warrant Certificate or certificates
not containing the Separability Legend.

               SECTION 2.06. Transfer and Exchange. The Warrant Certificates
shall be issued in registered form only and shall be transferable only upon the
surrender of such Warrant Certificate for registration of transfer. When a
Warrant Certificate is presented to the Warrant Agent with a request to register
a transfer, the Warrant Agent shall register the transfer as requested if the
reasonable requirements of the Warrant Agent and of Section 8-401(1) of the
Uniform Commercial Code as in effect in the State of New York are met; provided,
however, that prior to the Separation Date the Warrant Agent shall not register
a


<PAGE>   14
                                                                              10


transfer of a Warrant Certificate and such transfer will be void and of no
effect unless the Notes that are a part of the same Unit as the Warrants
represented by the Warrant Certificate to be transferred are simultaneously
transferred to the same transferee. To permit the registration of transfers and
exchanges, GTL shall execute and the Warrant Agent shall countersign Warrant
Certificates at the Warrant Agent's request. All Warrant Certificates issued
upon any registration of transfer or exchange of Warrant Certificates shall be
valid obligations of GTL, entitled to the same benefits under this Agreement as
the Warrant Certificates surrendered upon such registration of transfer or
exchange. No service charge will be made to a Holder for any registration of
transfer or exchange upon surrender of any Warrant Certificate at the office of
the Warrant Agent maintained for that purpose. However, GTL may require payment
of a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in connection with any registration of transfer or exchange
of Warrant Certificates but not for any exchange or original issuance (not
involving a transfer) pursuant to Section 2.08, 3.04 or 3.05.

               SECTION 2.07. Replacement Certificates. If a mutilated Warrant
Certificate is surrendered to the Warrant Agent or if the Holder of a Warrant
Certificate claims that the Warrant Certificate has been lost, destroyed or
wrongfully taken, GTL shall issue and the Warrant Agent shall countersign a
replacement Warrant Certificate if the reasonable requirements of the Warrant
Agent and of Section 8-405 of the Uniform Commercial Code as in effect in the
State of New York are met. Such Holder shall furnish an indemnity bond
sufficient in the judgment of GTL and the Warrant Agent to protect GTL and the
Warrant Agent from any loss which either of them may suffer if a Warrant
Certificate is replaced. GTL and the Warrant Agent may charge the Holder for
their expenses in replacing a Warrant Certificate. Every replacement Warrant
Certificate is an additional obligation of GTL.

               SECTION 2.08. Temporary Certificates. Until definitive Warrant
Certificates are ready for delivery, GTL may prepare and the Warrant Agent shall
countersign temporary Warrant Certificates. Temporary Warrant Certificates shall
be substantially in the form of definitive Warrant Certificates but may have
variations that GTL considers appropriate for temporary Warrant Certificates.
Without unreasonable delay, GTL shall prepare


<PAGE>   15
                                                                              11


and the Warrant Agent shall countersign definitive Warrant Certificates and
deliver them in exchange for temporary Warrant Certificates.

               SECTION 2.09. Cancellation. (a) In the event GTL shall purchase
or otherwise acquire Warrant Certificates, the same shall thereupon be delivered
to the Warrant Agent for cancellation.

               (b) The Warrant Agent and no one else shall cancel and may, but
shall not be required to, destroy all Warrant Certificates surrendered for
transfer, exchange, replacement, exercise or cancellation unless GTL directs the
Warrant Agent to deliver canceled Warrant Certificates to GTL. GTL may not issue
new Warrant Certificates to replace Warrant Certificates to the extent they
represent Warrants which have been exercised or Warrants which GTL has purchased
or otherwise acquired.


                                    ARTICLE 3

                                 Exercise Terms

               SECTION 3.01. Exercise Price. Each Warrant shall initially
entitle the Holder thereof, subject to adjustment pursuant to the terms of this
Agreement, to purchase 2.0645 shares of Common Stock for a per share exercise
price (the "Exercise Price") of $69.575.

               SECTION 3.02. Exercise Periods. (a) Subject to the terms and
conditions set forth herein, the Warrants shall be exercisable at any time or
from time to time after February 19, 1998; provided, however, that holders of
Warrants will be able to exercise their Warrants only if (i) the Common Shelf
Registration Statement relating to the Warrant Shares is effective, or (ii) the
exercise of such Warrants is exempt from the registration requirements of the
Securities Act, and the Warrant Shares are qualified for sale or exempt from
qualification under the applicable securities laws of the states or other
jurisdictions in which such holders reside.

               (b) No Warrant shall be exercisable after February 15, 2004 (the
"Expiration Date").

               SECTION 3.03. Expiration. Each Warrant shall terminate and become
void as of the earlier of (i) the close


<PAGE>   16
                                                                              12


of business on the Expiration Date or (ii) the date such Warrant is exercised.
GTL shall give notice not less than 90 and not more than 120 days prior to the
Expiration Date to the Holders of all then outstanding Warrants to the effect
that the Warrants will terminate and become void as of the close of business on
the Expiration Date; provided, however, that if GTL fails to give notice as
provided in this Section 3.03, the Warrants will nevertheless expire and become
void on the Expiration Date.

               SECTION 3.04. Manner of Exercise. Warrants may be exercised upon
(i) surrender to the Warrant Agent at the principal corporate trust office of
the Warrant Agent of the related Warrant Certificate, together with the form of
election to purchase Common Stock on the reverse thereof duly filled in and
signed by the Holder thereof, and (ii) payment to the Warrant Agent, for the
account of GTL, of the Exercise Price for each Warrant Share issuable upon the
exercise of such Warrants then exercised. Such payment shall be made (i) in cash
or by certified or official bank check payable to the order of GTL or by wire
transfer of funds to an account designated by GTL for such purpose or (ii)
without the payment of cash, by reducing the number of shares of Common Stock
obtainable upon the exercise of a Warrant so as to yield a number of shares of
Common Stock upon the exercise of such Warrant equal to the product of (a) the
number of shares of Common Stock issuable as of the Exercise Date upon the
exercise of such Warrant (if payment of the Exercise Price were being made in
cash) and (b) the Cashless Exercise Ratio. An exercise of a Warrant in
accordance with the immediately preceding sentence is herein called a "Cashless
Exercise". Upon surrender of a Warrant Certificate representing more than one
Warrant in connection with the holder's option to elect a Cashless Exercise, the
number of shares of Common Stock deliverable upon a Cashless Exercise shall be
equal to the number of shares of Common Stock issuable upon the exercise of
Warrants that the holder specifies are to be exercised pursuant to a Cashless
Exercise multiplied by the Cashless Exercise Ratio. All provisions of this
Agreement shall be applicable with respect to a surrender of a Warrant
Certificate pursuant to a Cashless Exercise for less than the full number of
Warrants represented thereby. Subject to Section 3.02, the rights represented by
the Warrants shall be exercisable at the election of the Holders thereof either
in full at any time or from time to time in part and in the event that a Warrant
Certificate is surrendered for exercise of less than all the Warrants
represented by such Warrant Certificate at


<PAGE>   17
                                                                              13


any time prior to the Expiration Date, a new Warrant Certificate representing
the remaining Warrants shall be issued. The Warrant Agent shall countersign and
deliver the required new Warrant Certificates, and GTL, at the Warrant Agent's
request, shall supply the Warrant Agent with Warrant Certificates duly signed on
behalf of GTL for such purpose.

               SECTION 3.05. Issuance of Warrant Shares. Subject to Section
2.07, upon the surrender of Warrant Certificates and payment of the per share
Exercise Price, as set forth in Section 3.04, GTL shall issue and cause the
Warrant Agent or, if appointed, a transfer agent for the Common Stock ("Transfer
Agent") to countersign and deliver to or upon the written order of the Holder
and in such name or names as the Holder may designate a certificate or
certificates for the number of full Warrant Shares so purchased upon the
exercise of such Warrants or other securities or property to which it is
entitled, registered or otherwise, to the Person or Persons entitled to receive
the same, together with cash as provided in Section 3.06 in respect of any
fractional Warrant Shares otherwise issuable upon such exercise. Such
certificate or certificates shall be deemed to have been issued and any Person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrant
Certificates and payment of the per share Exercise Price, as aforesaid;
provided, however, that if, at such date, the transfer books for the Warrant
Shares shall be closed, the certificates for the Warrant Shares in respect of
which such Warrants are then exercised shall be issuable as of the date on which
such books shall next be opened and until such date GTL shall be under no duty
to deliver any certificates for such Warrant Shares; provided further, however,
that such transfer books, unless otherwise required by law, shall not be closed
at any one time for a period longer than 20 calendar days.

               SECTION 3.06. Fractional Warrant Shares. GTL shall not be
required to issue fractional Warrant Shares on the exercise of Warrants. If more
than one Warrant shall be exercised in full at the same time by the same Holder,
the number of full Warrant Shares which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of Warrant Shares
purchasable pursuant thereto. If any fraction of a Warrant Share would, except
for the provisions of this Section 3.06, be issuable on the exercise of any
Warrant (or specified portion thereof), GTL shall pay at the time of exercise an
amount in cash equal to


<PAGE>   18
                                                                              14


the Current Market Value per Warrant Share, as determined on the day immediately
preceding the date the Warrant is exercised, multiplied by such fraction,
computed to the nearest whole cent.

               SECTION 3.07. Reservation of Warrant Shares. GTL shall at all
times keep reserved out of its authorized shares of Common Stock a number of
shares of Common Stock sufficient to provide for the exercise of all outstanding
Warrants. The registrar for the Common Stock (the "Registrar") shall at all
times until the Expiration Date reserve such number of authorized shares as
shall be required for such purpose. GTL will keep a copy of this Agreement on
file with the Transfer Agent. All Warrant Shares which may be issued upon
exercise of Warrants shall, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof. GTL will supply such Transfer Agent with duly
executed stock certificates for such purpose and will itself provide or
otherwise make available any cash which may be payable as provided in Section
3.06. GTL will furnish to such Transfer Agent a copy of all notices of
adjustments (and certificates related thereto) transmitted to each Holder.

               Before taking any action which would cause an adjustment pursuant
to Article 4 to reduce the Exercise Price below the then par value (if any) of
the Common Stock, GTL shall take any and all corporate action which may, in the
opinion of its counsel, be necessary in order that GTL may validly and legally
issue fully paid and nonassessable shares of Common Stock at the Exercise Price
as so adjusted.

               GTL covenants that all shares of Common Stock which may be issued
upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free
of preemptive rights, free from all taxes and free from all liens, charges and
security interests, created by or through GTL, with respect to the issue
thereof.

               SECTION 3.08. Compliance with Law. Notwithstanding anything in
this Agreement to the contrary, in no event shall a Holder be entitled to
exercise a Warrant unless (i) a registration statement filed under the
Securities Act in respect of the issuance of the Warrant Shares is then
effective or (ii) in the opinion of counsel to GTL addressed to the Warrant
Agent the exercise of such Warrants is exempt from the registration requirements
of the


<PAGE>   19
                                                                              15


Securities Act and such securities are qualified for sale or exempt from
qualification under the applicable securities laws of the States or other
jurisdictions in which such holders reside.


                                    ARTICLE 4

                             Antidilution Provisions

               SECTION 4.01. Changes in Common Stock. In the event that at any
time or from time to time GTL shall (i) pay a dividend or make a distribution on
its Common Stock in shares of its Common Stock or other shares of its capital
stock, (ii) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock or (iv) increase or
decrease the number of shares of Common Stock outstanding by reclassification of
its Common Stock, then the number of shares of Common Stock issuable upon
exercise of each Warrant immediately after the happening of such event shall be
adjusted to a number determined by multiplying the number of shares of Common
Stock that such holder would have owned or have been entitled to receive upon
exercise had such Warrants been exercised immediately prior to the happening of
the events described above (or, in the case of a dividend or distribution of
Common Stock or other shares of capital stock, immediately prior to the record
date therefor) by a fraction, the numerator of which shall be the total number
of shares of Common Stock outstanding immediately after the happening of the
events described above and the denominator of which shall be the total number of
shares of Common Stock outstanding immediately prior to the happening of the
events described above; and subject to Section 4.08, the Exercise Price for each
Warrant shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such event by such fraction. An adjustment made pursuant to
this Section 4.01 shall become effective immediately after the effective date of
such event, retroactive to the record date therefor in the case of a dividend or
distribution in shares of Common Stock or other shares of GTL's capital stock.

               SECTION 4.02. Cash Dividends and Other Distributions. In the
event that at any time or from time to time GTL shall distribute to all holders
of Common Stock (i) any dividend or other distribution of cash, evidences of


<PAGE>   20
                                                                              16


its indebtedness, shares of its capital stock or any other assets, properties or
securities or (ii) any options, warrants or other rights to subscribe for or
purchase any of the foregoing (other than, in each case, (w) the issuance of any
rights under a shareholder rights plan, (x) any dividend or distribution
described in Section 4.01, (y) any rights, options, warrants or securities
described in Section 4.03 and (z) any cash dividends or other cash distributions
from current or retained earnings), then the number of shares of Common Stock
issuable upon the exercise of each Warrant shall be increased to a number
determined by multiplying the number of shares of Common Stock issuable upon the
exercise of such Warrant immediately prior to the record date for any such
dividend or distribution by a fraction, the numerator of which shall be the
Current Market Value per share of Common Stock on the record date for such
dividend or distribution and the denominator of which shall be such Current
Market Value per share of Common Stock on the record date for such dividend or
distribution less the sum of (x) the amount of cash, if any, distributed per
share of Common Stock and (y) the fair value (as determined in good faith by the
Board, whose determination shall be evidenced by a board resolution filed with
the Warrant Agent, a copy of which will be sent to Holders upon request) of the
portion, if any, of the distribution applicable to one share of Common Stock
consisting of evidences of indebtedness, shares of stock, securities, other
assets or property, warrants, options or subscription or purchase rights; and,
subject to Section 4.08, the Exercise Price shall be adjusted to a number
determined by dividing the Exercise Price immediately prior to such record date
by the above fraction. Such adjustments shall be made whenever any distribution
is made and shall become effective as of the date of distribution, retroactive
to the record date for any such distribution; provided, however, that GTL is not
required to make an adjustment pursuant to this Section 4.02 if at the time of
such distribution GTL makes the same distribution to Holders of Warrants as it
makes to holders of Common Stock pro rata based on the number of shares of
Common Stock for which such Warrants are exercisable (whether or not currently
exercisable). No adjustment shall be made pursuant to this Section 4.02 which
shall have the effect of decreasing the number of shares of Common Stock
issuable upon exercise of each Warrant or increasing the Exercise Price.

               SECTION 4.03. Rights Issue To All Holders of Common Stock. In the
event that at any time or from time to


<PAGE>   21
                                                                              17


time GTL shall issue to all holders of Common Stock without any charge, rights,
options or warrants entitling the holders thereof to subscribe for shares of
Common Stock, or securities convertible into or exchangeable or exercisable for
Common Stock, entitling such holders to subscribe for or purchase shares of
Common Stock at a price per share that is lower at the record date for such
issuance than the then Current Market Value per share of Common Stock other than
in connection with the adoption of a shareholder rights plan by GTL, then the
number of shares of Common Stock issuable upon the exercise of each Warrant
shall be increased to a number determined by multiplying the number of shares of
Common Stock theretofore issuable upon exercise of each Warrant by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on the date of issuance of such rights, options, warrants or securities plus the
number of additional shares of Common Stock offered for subscription or purchase
or into or for which such securities that are issued are convertible,
exchangeable or exercisable, and the denominator of which shall be the number of
shares of Common Stock outstanding on the date of issuance of such rights,
options, warrants or securities plus the total number of shares of Common Stock
which the aggregate consideration expected to be received by GTL (assuming the
exercise or conversion of all such rights, options, warrants or securities)
would purchase at the then Current Market Value per share of Common Stock.
Subject to Section 4.08, in the event of any such adjustment, the Exercise Price
shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such date of issuance by the aforementioned fraction. Such
adjustment shall be made immediately after such rights, options or warrants are
issued and shall become effective, retroactive to the record date for the
determination of stockholders entitled to receive such rights, options, warrants
or securities. Notwithstanding anything to the contrary in this Article IV, no
adjustment to the number of Warrant Shares issuable upon exercise of the
Warrants or to the Exercise Price shall be made as a result of the offering by
GTL to all holders of its Common Stock of the GTL Rights (or as a result of any
exercise of the GTL Rights), including as a result of the issuance of additional
shares of Common Stock, or securities convertible into or exchangeable or
exercisable for shares of Common Stock, resulting from the operation of any
anti-dilution provision in any warrant or other security of GTL convertible
into, exercisable or exchangeable for Common Stock of GTL, which such warrant or
security is outstanding on the date of this Agreement. No


<PAGE>   22
                                                                              18


adjustment shall be made pursuant to this Section 4.03 which shall have the
effect of decreasing the number of shares of Common Stock purchasable upon
exercise of each Warrant or of increasing the Exercise Price.

               SECTION 4.04 Other Issuances of Common Stock or Rights. (a) In
the event that at any time or from time to time GTL shall issue (i) shares of
Common Stock (subject to the provisions below), (ii) rights, options or warrants
entitling the holders thereof to subscribe for shares of Common Stock (provided,
however that no adjustment shall be made upon the exercise of such rights,
options or warrants), or (iii) securities convertible into or exchangeable or
exercisable for Common Stock (provided, however, that no adjustment shall be
made upon the conversion, exchange or exercise of such securities (other than
issuances specified in (i), (ii) or (iii) which are made as the result of
anti-dilution adjustments in such securities)), at a price per share at the
record date of such issuance that is less than the then Current Market Value per
share of Common Stock, then the number of shares of Common Stock issuable upon
the exercise of each Warrant shall be increased to a number determined by
multiplying the number of shares of Common Stock theretofore issuable upon
exercise of each Warrant by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately after such sale or
issuance plus the number of additional shares of Common Stock offered for
subscription or purchase or into or for which such securities that are issued
are convertible, exchangeable or exercisable, and the denominator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
sale or issuance plus the total number of shares of Common Stock which the
aggregate consideration expected to be received by GTL (assuming the exercise or
conversion of all such rights, options, warrants or securities, if any) would
purchase at the then Current Market Value per share of Common Stock; and subject
to Section 4.08 the Exercise Price shall be adjusted to a number determined by
dividing the Exercise Price immediately prior to such date of issuance by the
aforementioned fraction; provided, however, that no adjustment to the number of
Warrant Shares issuable upon the exercise of the Warrants or to the Exercise
Price shall be made as a result of (i) the issuance of shares of Common Stock
under any warrants, options or other rights existing on the date hereof, (ii)
the issuance of shares of Common Stock in bona fide public offerings that are
underwritten or in which a placement agent is retained by GTL or (iii) the
issuance of


<PAGE>   23
                                                                              19


options, or shares of Common Stock pursuant to any option, under any employee
benefit plans approved by the Board of Directors. Such adjustments shall be made
whenever such rights, options or warrants or convertible securities are issued.
No adjustment shall be made pursuant to this Section 4.04 which shall have the
effect of decreasing the number of shares of Common Stock issuable upon exercise
of each warrant or of increasing the Exercise Price. For purposes of Section
4.04 only, any issuance of Common Stock, or rights, options or warrants to
subscribe for, or other securities convertible into or exercisable or
exchangeable for, Common Stock, which issuance (or agreement to issue) (A) is in
exchange for or otherwise in connection with the acquisition of the property
(excluding any such exchange exclusively for cash) of any Person and (B) is at a
price per share equal to the lower of the Current Market Value at the time an
agreement in principle is reached or at the time a definitive agreement is
entered into, shall be deemed to have been made at a price per share equal to
the Current Market Value per share at the record date with respect to such
issuance (the time of closing or consummation of such exchange or acquisition)
if such definitive agreement is entered into within 90 days of the date of such
agreement in principle.

               (b) Notwithstanding anything to the contrary in this Article IV,
no adjustment to the number of Warrant Shares issuable upon exercise of the
Warrants or to the Exercise Price shall be made as a result of the acceleration
of the vesting or exercise of the GTL Guarantee Warrants, including as a result
of the issuance of additional shares of Common Stock, or securities convertible
into or exchangeable or exercisable for shares of Common Stock, resulting from
the operation of any anti-dilution provision in any warrant or other security of
GTL convertible into, exercisable or exchangeable for Common Stock of GTL, which
such warrant or security is outstanding on the date of this Agreement. In
addition, no adjustment to the number of Warrant Shares issuable upon exercise
of the Warrants or to the Exercise Price shall be made upon or as a result of
the issuance or distribution by Globalstar of any partnership interest in
Globalstar.

               SECTION 4.05. Combination; Liquidation. (a) Except as provided in
Section 4.05(b), in the event of a Combination, each Holder shall have the right
to receive upon exercise of the Warrants the kind and amount of shares of
capital stock or other securities or property which such


<PAGE>   24
                                                                              20


Holder would have been entitled to receive upon or as a result of such
Combination had such Warrant been exercised immediately prior to such event.
Unless paragraph (b) is applicable to a Combination, GTL shall provide that the
surviving or acquiring Person (the "Successor Company") in such Combination will
enter into an agreement with the Warrant Agent confirming the Holders' rights
pursuant to this Section 4.05(a) and providing for adjustments, which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article 4. The provisions of this Section 4.05(a) shall similarly apply to
successive Combinations involving any Successor Company.

               (b) In the event of (i) a Combination where consideration to the
holders of Common Stock in exchange for their shares is payable solely in cash
or (ii) the dissolution, liquidation or winding-up of GTL, the holders of the
Warrants shall be entitled to receive, upon surrender of their Warrant
Certificates, distributions on an equal basis with the holders of Common Stock
or other securities issuable upon exercise of the Warrants, as if the Warrants
had been exercised immediately prior to such event, less the Exercise Price.

               In case of any Combination described in this Section 4.05(b), the
surviving or acquiring Person and, in the event of any dissolution, liquidation
or winding-up of GTL, GTL, shall deposit promptly with the Warrant Agent the
funds, if any, necessary to pay to the holders of the Warrants the amounts to
which they are entitled as described above. After such funds and the surrendered
Warrant Certificates are received, the Warrant Agent is required to deliver a
check in such amount as is appropriate (or, in the case of consideration other
than cash, such other consideration as is appropriate) to such Person or Persons
as it may be directed in writing by the Holders surrendering such Warrants.

               SECTION 4.06. Other Events. If any event occurs as to which the
foregoing provisions of this Article 4 are not strictly applicable or, if
strictly applicable, would not, in the good faith judgment of the Board, fairly
and adequately protect the purchase rights of the Warrants in accordance with
the essential intent and principles of such provisions, then such Board shall
make such adjustments in the application of such provisions, in accordance with
such essential intent and principles, as shall be reasonably necessary, in the
good faith opinion of such Board, to


<PAGE>   25
                                                                              21


protect such purchase rights as aforesaid, but in no event shall any such
adjustment have the effect of increasing the Exercise Price or decreasing the
number of shares of Common Stock issuable upon exercise of any Warrant.

               SECTION 4.07. Superseding Adjustment. Upon the expiration of any
rights, options, warrants or conversion or exchange privileges which resulted in
adjustments pursuant to this Article 4, if any thereof shall not have been
exercised, the number of Warrant Shares issuable upon the exercise of each
Warrant shall be readjusted pursuant to the applicable section of Article 4 as
if (A) the only shares of Common Stock issuable upon exercise of such rights,
options, warrants, conversion or exchange privileges were the shares of Common
Stock, if any, actually issued upon the exercise of such rights, options,
warrants or conversion or exchange privileges and (B) shares of Common Stock
actually issued, if any, were issuable for the consideration actually received
by GTL upon such exercise plus the aggregate consideration, if any, actually
received by GTL for the issuance, sale or grant of all such rights, options,
warrants or conversion or exchange privileges whether or not exercised and the
Exercise Price shall be readjusted inversely; provided, however, that no such
readjustment shall (except by reason of an intervening adjustment under Section
4.01) have the effect of decreasing the number of Warrant Shares purchasable
upon the exercise of each Warrant or increase the Exercise Price by an amount in
excess of the amount of the adjustment initially made in respect of the
issuance, sale or grant of such rights, options, warrants or conversion or
exchange privileges.

               SECTION 4.08. Minimum Adjustment. The adjustments required by the
preceding Sections of this Article 4 shall be made whenever and as often as any
specified event requiring an adjustment shall occur, except that no adjustment
of the Exercise Price or the number of shares of Common Stock issuable upon
exercise of Warrants that would otherwise be required shall be made unless and
until such adjustment either by itself or with other adjustments not previously
made increases or decreases by at least 1% the Exercise Price or the number of
shares of Common Stock issuable upon exercise of Warrants immediately prior to
the making of such adjustment. Any adjustment representing a change of less than
such minimum amount shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Article 4 and not
previously made, would result in a minimum adjustment. For


<PAGE>   26
                                                                              22


the purpose of any adjustment, any specified event shall be deemed to have
occurred at the close of business on the date of its occurrence. In computing
adjustments under this Article 4, fractional interests in Common Stock shall be
taken into account to the nearest one-hundredth of a share.

               SECTION 4.09. Notice of Adjustment. Whenever the Exercise Price
or the number of shares of Common Stock and other property, if any, issuable
upon exercise of the Warrants is adjusted, as herein provided, GTL shall deliver
to the Warrant Agent a certificate of a firm of independent accountants selected
by the Board (who may be the regular accountants employed by GTL) setting forth,
in reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated (including a description of the basis on which
(i) the Board determined the fair value of any evidences of indebtedness, other
securities or property or warrants, options or other subscription or purchase
rights and (ii) the Current Market Value of the Common Stock was determined, if
either of such determinations were required), and specifying the Exercise Price
and the number of shares of Common Stock issuable upon exercise of Warrants
after giving effect to such adjustment. GTL shall promptly cause the Warrant
Agent to mail a copy of such certificate to each Holder in accordance with
Section 7.06. The Warrant Agent shall be entitled to rely on such certificate
and shall be under no duty or responsibility with respect to any such
certificate, except to exhibit the same from time to time, to any Holder
desiring an inspection thereof during reasonable business hours. The Warrant
Agent shall not at any time be under any duty or responsibility to any Holder to
determine whether any facts exist which may require any adjustment of the
Exercise Price or the number of shares of Common Stock or other stock or
property issuable on exercise of the Warrants, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed
in making such adjustment or the validity or value of any shares of Common
Stock, evidences of indebtedness, warrants, options, or other securities or
property.

               SECTION 4.10. Notice of Certain Transactions. In the event that
GTL shall propose to (a) pay any dividend payable in securities of any class to
the holders of its Common Stock or to make any other non-cash dividend or
distribution to the holders of its Common Stock, (b) offer the holders of its
Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common


<PAGE>   27
                                                                              23


Stock or shares of stock of any class or any other securities, rights or
options, (c) issue any (i) shares of Common Stock, (ii) rights, options or
warrants entitling the holders thereof to subscribe for shares of Common Stock,
or (iii) securities convertible into or exchangeable or exercisable for Common
Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would
result in an adjustment hereunder), (d) effect any capital reorganization,
reclassification, consolidation or merger, (e) effect the voluntary or
involuntary dissolution, liquidation or winding-up of GTL or (f) make a tender
offer or exchange offer with respect to the Common Stock, GTL shall within 5
days send to the Warrant Agent and the Warrant Agent shall within 5 days send
the Holders a notice (in such form as shall be furnished to the Warrant Agent by
GTL) of such proposed action or offer. Such notice shall be mailed by the
Warrant Agent to the Holders at their addresses as they appear in the
Certificate Register, which shall specify the record date for the purposes of
such dividend, distribution or rights, or the date such issuance or event is to
take place and the date of participation therein by the holders of Common Stock,
if any such date is to be fixed, and shall briefly indicate the effect of such
action on the Common Stock and on the number and kind of any other shares of
stock and on other property, if any, and the number of shares of Common Stock
and other property, if any, issuable upon exercise of each Warrant and the
Exercise Price after giving effect to any adjustment pursuant to Article 4 which
will be required as a result of such action. Such notice shall be given as
promptly as possible and (x) in the case of any action covered by clause (a) or
(b) above, at least 10 days prior to the record date for determining holders of
the Common Stock for purposes of such action or (y) in the case of any other
such action, at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock,
whichever shall be the earlier.

               SECTION 4.11. Adjustment to Warrant Certificate. The form of
Warrant Certificate need not be changed because of any adjustment made pursuant
to this Article 4, and Warrant Certificates issued after such adjustment may
state the same Exercise Price and the same number of shares of Common Stock
issuable upon exercise of the Warrants as are stated in the Warrant Certificates
initially issued pursuant to this Agreement. GTL, however, may at any time in
its sole discretion make any change in the form of Warrant Certificate that it
may deem appropriate to give effect to


<PAGE>   28
                                                                              24


such adjustments and that does not affect the substance of the Warrant
Certificate, and any Warrant Certificate thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant Certificate or
otherwise, may be in the form as so changed.


                                    ARTICLE 5

                               Registration Rights

               SECTION 5.01. Effectiveness of Registration Statement. Subject to
Section 5.02, GTL shall cause to be filed pursuant to Rule 415 (or any successor
provision) of the Securities Act not later than 60 days after the Issue Date, a
shelf registration statement relating to the offer and sale of the Warrants by
the Holders from time to time in accordance with the methods of distribution
elected by such holders and set forth in such registration statement (the
"Warrant Shelf Registration Statement"), and shall use its reasonable efforts to
cause the Warrant Shelf Registration Statement to be declared effective on or
before 150 days after the Issue Date. Subject to Section 5.02, GTL shall cause
to be filed pursuant to Rule 415 (or any successor provision) of the Securities
Act a shelf registration statement covering the issuance of Warrant Shares to
the Holders upon exercise of the Warrants by the Holders thereof (the "Common
Shelf Registration Statement", and together with the Warrant Shelf Registration
Statement, the "Registration Statements") and shall use its reasonable efforts
to cause the Common Shelf Registration Statement to be declared effective on or
before 365 days after the Issue Date. Subject to Section 5.02, GTL shall cause
each of the Registration Statements to remain effective until (A) in the case of
the Common Shelf Registration Statement, the earliest of (i) such time as all
Warrants have been exercised and (ii) the Expiration Date and (B) in the case of
the Warrant Shelf Registration Statement, the earliest of (i) such time as all
the Warrants have been sold thereunder, (ii) three years after its effective
date and (iii) until all Warrants can be sold without restriction under the
Securities Act. In connection with any Registration Statement, (i) GTL shall
furnish to the Warrant Agent, prior to the filing with the Commission, a copy of
any Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the prospectus included therein and shall use its
reasonable best efforts to reflect in each such document, when filed with the
Commission, such


<PAGE>   29
                                                                              25


comments as the Warrant Agent may reasonably propose, (ii) GTL shall furnish to
each Holder, without charge, at least one copy of any Registration Statement and
any post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits thereto
(including those incorporated by reference), (iii) GTL shall, for so long as any
Registration Statement is effective, deliver to each Holder, without charge, as
many copies of the prospectus (including each preliminary prospectus) included
in such Registration Statement and any amendment or supplement thereto as such
Holder may reasonably request, and GTL consents to the proper use of the
prospectus therein and any amendment or supplement thereto by each of the
selling Holders in connection with the offering and sale of the Warrants or the
Warrant Shares, as the case may be, covered by such prospectus and any amendment
or supplement thereto, (iv) GTL may require each Holder of Warrants to be sold
pursuant to the Warrant Shelf Registration Statement or to be exercised in
connection with the Common Shelf Registration Statement to furnish to GTL such
information regarding the Holder and the distribution of such Warrants or
Warrant Shares as GTL may from time to time reasonably request for inclusion in
such Registration Statement, (v) GTL shall, if requested, promptly incorporate
in a prospectus supplement or post-effective amendment to such Registration
Statement such information as a majority in interest of the Holders reasonably
agree should be included therein and shall make all required filings of such
prospectus supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment, (vi) GTL shall enter into such agreements (including underwriting
agreements) as are appropriate, customary and reasonably necessary in connection
with any such Registration Statement and (vii) GTL shall (A) make available all
material customary for reasonable due diligence examinations in connection with
such Registration Statements, (B) make such representations and warranties to
the Holders of Warrants as are customary and reasonable in connection with such
Registration Statements, (C) obtain such opinions of counsel to GTL addressed to
and reasonably satisfactory to the Holders as are customary and reasonable in
connection with such Registration Statements and (D) obtain such "comfort"
letters and updates thereof from the independent certified public accountants of
GTL addressed to the Holders as are customary and reasonable in connection with
such Registration Statements. GTL will furnish the Warrant Agent with current
prospectuses meeting the


<PAGE>   30
                                                                              26


requirements of the Securities Act in sufficient quantity to permit the Warrant
Agent to deliver, at GTL's expense, a prospectus to each holder of a Warrant
upon the exercise thereof. GTL shall promptly inform the Warrant Agent of any
change in the status of the effectiveness or availability of any Registration
Statement.

               SECTION 5.02. Suspension. During any consecutive 365-day period,
GTL shall be entitled to suspend the availability of each of the Warrant Shelf
Registration Statement and the Common Shelf Registration Statement for up to two
45 consecutive-day periods (except during the 45 consecutive-day period
immediately prior to the Expiration Date) if GTL's Board determines in the
exercise of its reasonable judgement that there is a valid business purpose for
such suspension and provides notice that such determination was made by GTL's
board to the holders of the Warrants; provided, however, that in no event shall
GTL be required to disclose the business purpose for such suspension if GTL
determines in good faith that such business purpose must remain confidential.

               SECTION 5.03. Blue Sky. GTL shall use its reasonable efforts to
register or qualify the Warrants and the Warrant Shares under all applicable
securities laws, blue sky laws or similar laws of all jurisdictions in the
United States and Canada in which any holder of Warrants may or may be deemed to
purchase Warrants or Warrant Shares upon the exercise of Warrants and shall use
its reasonable efforts to maintain such registration or qualification through
the earliest of (A) in the case of the Common Shelf Registration Statement, (i)
such time as all Warrants have been exercised and (ii) the Expiration Date and
(B) in the case of the Warrant Shelf Registration Statement, until the earliest
of (i) such time as all the Warrants have been sold thereunder, (ii) such time
as the Warrants can be sold without restriction under the Securities Act and
(iii) three years after the Issue Date; provided, however, that GTL shall not be
required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 5.03 or to take any
action which would subject it to general service of process or to taxation in
any such jurisdiction where it is not then so subject.

               SECTION 5.04. Accuracy of Disclosure. GTL represents and warrants
to each Holder and agrees for the benefit of each Holder that (i) each of the
Warrant Shelf


<PAGE>   31
                                                                              27


Registration Statement and the Common Shelf Registration Statement and any
amendment thereto will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements contained therein not misleading; and (ii) each of the prospectus
furnished to such Holder for delivery in connection with the sale of Warrants
and the prospectus delivered to such Holder upon the exercise of Warrants and
the documents incorporated by reference therein will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained therein, in light
of the circumstances under which they were made, not misleading; provided,
however, that GTL shall have no liability under clauses (i) or (ii) of this
Section 5.04 with respect to any such untrue statement or omission made in any
Registration Statement in reliance upon and in conformity with information
furnished to GTL by or on behalf of the Holders specifically for inclusion
therein.

                 SECTION 5.05. Indemnification. (a) In connection with any
Registration Statement, GTL agrees to indemnify and hold harmless each Holder of
the Warrants and each person, if any, who controls such Holder within the
meaning of the Securities Act or the Exchange Act (each Holder and such
controlling persons being referred to collectively as the "Indemnified Parties")
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including but not limited to any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Warrants or the Warrant Shares) to which each Indemnified Party may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
such Registration Statement or prospectus or in any amendment or supplement
thereto, or arise out of, or are based upon, the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and shall reimburse, as incurred, the Indemnified Parties
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) GTL shall not be liable in any such
case to the extent that such loss, claim, damage or


<PAGE>   32
                                                                              28


liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement or
any preliminary or final prospectus or in any amendment or supplement thereto in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to GTL by or on behalf of such Holder specifically for
inclusion therein, (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any prospectus relating to such
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any person as to which there is a prospectus
delivery requirement (a "Delivering Seller") that sold the Securities to the
person asserting any such losses, claims, damages or liabilities to the extent
that any such loss, claim, damage or liability of such Delivering Seller results
from the fact that there was not sent or given to such person, on or prior to
the written confirmation of such sale, a copy of the relevant prospectus, as
amended and supplemented, provided that (I) GTL shall have previously furnished
copies thereof to such Delivering Seller in accordance with this Agreement and
(II) such furnished prospectus, as amended and supplemented, would have
corrected any such untrue statement or omission or alleged untrue statement or
omission, and (iii) this indemnity agreement will be in addition to any
liability which GTL may otherwise have to such Indemnified Party.

               (b) In connection with any Registration Statement, each Holder of
the Warrants, severally and not jointly, will indemnify and hold harmless GTL
and each person, if any, who controls GTL within the meaning of the Securities
Act or the Exchange Act and the directors, officers, agents and employees of
such controlling persons from and against any losses, claims, damages or
liabilities or any actions in respect thereof to which GTL or any such
controlling person or director, officers, agent or employee of such controlling
person may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in such Registration Statement or preliminary or final
prospectus or in any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, but in each case only to the extent


<PAGE>   33
                                                                              29


that the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
pertaining to such Holder and furnished to GTL by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, GTL for any
legal or other expenses reasonably incurred by GTL or any such controlling
person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. This indemnity agreement will be in
addition to any liability which such Holder may otherwise have to GTL or any of
its controlling persons.

               (c) Promptly after receipt by an indemnified party under this
section of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this section, notify
the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above, except to the
extent that it is prejudiced or harmed in any material respect by failure to
give such prompt notice. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with one counsel (and local counsel as
necessary) reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof the indemnifying party will not
be liable to such indemnified party under this section for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof. No indemnifying
party shall, without the prior written consent of the indemnified party, not to
be unreasonably withheld, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder by such indemnified party unless
such


<PAGE>   34
                                                                              30


settlement includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action. No
indemnifying party shall be liable for any amounts paid in settlement of any
action or claim without its written consent, which consent shall not be
unreasonably withheld, but if settled in accordance with its written consent or
if there be a final judgment of the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or judgment.

               (d) If the indemnification provided for in this section is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above for any reason other than as provided in subsection
(c) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by GTL on the one hand or such
Holder or such other indemnified person, as the case may be, on the other, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d),


<PAGE>   35
                                                                              31


the Holders shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holders from the sale of the
Warrants pursuant to the Warrant Shelf Registration Statement or the Warrant
Shares pursuant to the Common Shelf Registration Statement exceeds the amount of
damages which such Holders would have otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each officer, director, employee, representative and agent of an
indemnified party and each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party, and each officer, director,
employee, representative and agent of GTL and each person, if any, who controls
GTL within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as GTL.

               (e) The agreements contained in this section shall survive the
sale of the Warrants pursuant to the Warrant Shelf Registration Statement and
the sale of the Warrant Shares pursuant to the Common Shelf Registration
Statement, as the case may be, and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.

               SECTION 5.06. Additional Acts. If the sale of Warrants or the
issuance or sale of any Common Stock or other securities issuable upon the
exercise of the Warrants requires registration or approval of any governmental
authority (other than the registration requirements under the Securities Act),
or the taking of any other action under the laws of the United States of America
or any political subdivision thereof before such securities may be validly
offered or sold in compliance with such laws, then GTL covenants that it will,
in good faith and as expeditiously as reasonably possible, use all reasonable
efforts to secure and maintain such registration or approval or to take such
other action, as the case may be.

               SECTION 5.07. Expenses. All expenses incident to GTL's
performance of or compliance with its obligations under this Article 5 will be
borne by GTL, including without


<PAGE>   36
                                                                              32


limitation: (i) all SEC, stock exchange or National Association of Securities
Dealers, Inc. registration and filing fees, (ii) all reasonable fees and
expenses incurred in connection with compliance with state securities or blue
sky laws, (iii) all reasonable expenses of any Persons incurred by or on behalf
of GTL in preparing or assisting in preparing, printing and distributing the
Warrant Shelf Registration Statement, the Common Shelf Registration Statement or
any other registration statement, prospectus, any amendments or supplements
thereto and other documents relating to the performance of and compliance with
this Article 5, (iv) the fees and disbursements of the Warrant Agent, (v) the
fees and disbursements of counsel for GTL and the Warrant Agent and (vi) the
fees and disbursements of the independent public accountants of GTL, including
the expenses of any special audits or comfort letters required by or incident to
such performance and compliance.


                                    ARTICLE 6

                                  Warrant Agent

               SECTION 6.01. Appointment of Warrant Agent. GTL hereby appoints
the Warrant Agent to act as agent for GTL in accordance with the express
provisions of this Agreement and the Warrant Agent hereby accepts such
appointment.

               SECTION 6.02. Rights and Duties of Warrant Agent. (a) Agent for
GTL. In acting under this Warrant Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of GTL and does not
assume any obligation or relationship or agency or trust for or with any of the
holders of Warrant Certificates or beneficial owners of Warrants.

               (b) Counsel. The Warrant Agent may consult with counsel
satisfactory to it (who may be counsel to GTL), and the advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance with
the advice of such counsel.

               (c) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement, opinion or other paper or


<PAGE>   37
                                                                              33


document reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.

               (d) No Implied Obligations. The Warrant Agent shall be obligated
to perform only such duties as are specifically set forth herein and in the
Warrant Certificates, and no implied duties or obligations of the Warrant Agent
shall be read into this Agreement or the Warrant Certificates. The Warrant Agent
shall not be under any obligation to take any action hereunder which may tend to
involve it in any expense or liability for which it does not receive indemnity
if such indemnity is reasonably requested. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by GTL of any of the
Warrant Certificates countersigned by the Warrant Agent and delivered by it to
the Holders or on behalf of the Holders pursuant to this Agreement or for the
application by GTL of the proceeds of the Warrants. The Warrant Agent shall have
no duty or responsibility in case of any default by GTL in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or
in the case of the receipt of any written demand from a Holder with respect to
such default, including any duty or responsibility to initiate or attempt to
initiate any proceedings at law or otherwise.

               (e) Not Responsible for Adjustments or Validity of Stock. The
Warrant Agent shall not at any time be under any duty or responsibility to any
Holder to determine whether any facts exist that may require an adjustment of
the number of shares of Common Stock issuable upon exercise of each Warrant or
the Exercise Price, or with respect to the nature or extent of any adjustment
when made or with respect to the method employed or provided to be employed
herein or in any supplemental agreement in making the same. The Warrant Agent
shall not be accountable with respect to the validity or value of any shares of
Common Stock or of any securities or property which may at any time be issued or
delivered upon the exercise of any Warrant or upon any adjustment pursuant to
Article 4, and it makes no representation with respect thereto. The Warrant
Agent shall not be responsible for any failure of GTL to make any cash payment
or to issue, transfer or deliver any shares of Common Stock or stock
certificates upon the surrender of any Warrant Certificate for the purpose of
exercise or upon any adjustment pursuant to Article 4, or to comply with any of
the covenants of GTL contained in Article 4.



<PAGE>   38
                                                                              34


               SECTION 6.03. Individual Rights of Warrant Agent. The Warrant
Agent and any stockholder, director, officer or employee of the Warrant Agent
may buy, sell or deal in any of the Warrants or other securities of GTL or its
affiliates or become pecuniarily interested in transactions in which GTL or its
affiliates may be interested, or contract with or lend money to GTL or its
affiliates or otherwise act as fully and freely as though it were not the
Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for GTL or for any other legal entity.

               SECTION 6.04. Warrant Agent's Disclaimer. The Warrant Agent shall
not be responsible for and makes no representation as to the validity or
adequacy of this Agreement or the Warrant Certificates and it shall not be
responsible for any statement in this Agreement or the Warrant Certificates
other than its countersignature thereon.

               SECTION 6.05. Compensation and Indemnity. GTL and the Warrant
Agent have entered into an agreement pursuant to which GTL agrees to pay the
Warrant Agent from time to time compensation for its services and to reimburse
the Warrant Agent upon request for all reasonable out-of-pocket expenses
incurred by it, including the reasonable compensation and expenses of the
Warrant Agent's agents and counsel. GTL shall indemnify the Warrant Agent
against any and all loss, liability, damage, claim or expense (including agents'
and attorneys' fees and expenses) incurred by it without gross negligence or bad
faith on its part arising out of or in connection with the acceptance or
performance of its duties under this Agreement. The Warrant Agent shall notify
GTL promptly of any claim for which it may seek indemnity. GTL need not
reimburse any expense or indemnify against any loss or liability incurred by the
Warrant Agent through wilful misconduct, negligence or bad faith. GTL's payment
obligations pursuant to this Section 6.05 shall survive the termination of this
Agreement.

               To secure GTL's payment obligations under this Agreement, the
Warrant Agent shall have a lien prior to the Holders on all money or property
held or collected by the Warrant Agent.

               SECTION 6.06. Successor Warrant Agent. (a) GTL to Provide Warrant
Agent. GTL agrees for the benefit of the Holders that there shall at all times
be a Warrant Agent


<PAGE>   39
                                                                              35


hereunder until all the Warrants have been exercised or are no longer
exercisable.

               (b) Resignation and Removal. The Warrant Agent may at any time
resign by giving written notice to GTL of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided,
however, that such date shall not be less than 60 days after the date on which
such notice is given unless GTL otherwise agrees. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of GTL and specifying such removal and the date when it
shall become effective, which date shall not be less than 60 days after such
notice is given unless the Warrant Agent otherwise agrees. Any removal under
this Section 6.06 shall take effect upon the appointment by GTL as hereinafter
provided of a successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) and the acceptance of such appointment by such successor
Warrant Agent. If a successor Warrant Agent does not take office within 60 days
after the retiring Warrant Agent resigns or is removed, the retiring Warrant
Agent or the Holders of 10% of the Warrants may petition, at the expense of GTL,
any court of competent jurisdiction for the appointment of a successor.

               (c) GTL to Appoint Successor. In the event that at any time the
Warrant Agent shall resign, or shall be removed, or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or shall commence a
voluntary case under Federal bankruptcy laws, as now or hereafter constituted,
or under any other applicable Federal or state bankruptcy, insolvency or similar
law, or shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Warrant Agent or its property or affairs, or shall make an
assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due, or shall take corporate action in
furtherance of any such action, or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the
Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law, or a decree order by a court having jurisdic-


<PAGE>   40
                                                                              36


tion in the premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or similar official) of
the Warrant Agent or of its property or affairs, or any public officer shall
take charge or control of the Warrant Agent or of its property or affairs for
the purpose of rehabilitation, conservation, winding up or liquidation, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by GTL by an
instrument in writing filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to be
the Warrant Agent hereunder; provided, however, that in the event of the
resignation of the Warrant Agent hereunder, such resignation shall be effective
on the earlier of (i) the date specified in the Warrant Agent's notice of
resignation and (ii) the appointment and acceptance of a successor Warrant Agent
hereunder.

               (d) Successor To Expressly Assume Duties. Any successor Warrant
Agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to GTL an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the rights and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities and
other property on deposit with or held by such predecessor, as Warrant Agent
hereunder.

               (e) Successor by Merger. Any corporation into which the Warrant
Agent hereunder may be merged or consolidated, or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the corporate trust or stock transfer assets and business of
the Warrant Agent, provided that it shall be qualified as aforesaid, shall be
the successor Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto.




<PAGE>   41
                                                                              37


                                    ARTICLE 7

                                  Miscellaneous

               SECTION 7.01. SEC Reports and Other Information. Notwithstanding
that GTL may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, GTL shall file with the SEC and thereupon provide the
Warrant Agent and Holders with such annual reports and such information,
documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such Sections ,
such information, documents and other reports to be so filed and provided at the
times specified for the filing of such information, documents and reports under
such Sections . Delivery of such reports, information and documents to the
Warrant Agent is for informational purposes only and the Warrant Agent's receipt
of such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including GTL's
compliance with any of its covenants hereunder.

               SECTION 7.02. Persons Benefitting. Nothing in this Agreement is
intended or shall be construed to confer upon any Person other than GTL, the
Warrant Agent and the Holders any right, remedy or claim under or by reason of
this agreement or any part hereof.

               SECTION 7.03. Rights of Holders. Holders of unexercised Warrants
are not entitled to (i) receive dividends or other distributions, (ii) receive
notice of or vote at any meeting of the stockholders, (iii) consent to any
action of the stockholders, (iv) receive notice as stockholders of any other
proceedings of GTL, (v) exercise any preemptive rights or (vi) exercise any
other rights whatsoever as stockholders of GTL.

               SECTION 7.04. Amendment. This Agreement may be amended by the
parties hereto without the consent of any Holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as GTL and the Warrant Agent
may deem necessary or desirable (including without limitation any addition or
modification to provide for compliance with the transfer restrictions set forth
herein); provided, however, that such action shall not adversely affect the
rights of any of the


<PAGE>   42
                                                                              38


Holders. Any amendment or supplement to this Agreement that has an adverse
effect on the interests of the Holders shall require the written consent of the
Holders of a majority of the then outstanding Warrants. The consent of each
Holder affected shall be required for any amendment pursuant to which the
Exercise Price would be increased or the number of Warrant Shares issuable upon
exercise of Warrants would be decreased (other than pursuant to adjustments
provided herein) or the exercise period with respect to the Warrants would be
shortened. In determining whether the Holders of the required number of Warrants
have concurred in any direction, waiver or consent, Warrants owned by GTL or by
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with GTL shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Warrant
Agent shall be protected in relying on any such direction, waiver or consent,
only Warrants which the Warrant Agent actually knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Warrants outstanding at the
time shall be considered in any such determination.

               SECTION 7.05.  Notices.  Any notice or communication shall be 
in writing and delivered in Person or mailed by first-class mail addressed as 
follows:

               if to GTL:

               Cedar House
               41 Cedar Avenue
               Hamilton HMIZ
               Bermuda
               Attention:  Michael B. Targoff

               with a copy to:

               Willkie Farr & Gallagher
               One Citicorp Center
               153 East 53rd Street, 46th Floor
               New York, New York 10022
               Attention: Bruce R. Kraus



<PAGE>   43
                                                                              39


               if to the Warrant Agent:

               The Bank of New York
               Corporate Trust Office
               101 Barclay Street
               New York, NY 10286
               Attention:  Corporate Trust Administration
               Facsimile:  (212) 815-5915

               GTL or the Warrant Agent by notice to the other may designate
additional or different addresses for subsequent notices or communications.

               Any notice or communication mailed to a Holder shall be mailed to
the Holder at the Holder's address as it appears on the Certificate Register and
shall be sufficiently given if so mailed within the time prescribed.

               Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

               SECTION 7.06. Governing Law. The laws of the State of New York
shall govern this Agreement and the Warrant Certificates.

               SECTION 7.07. Successors. All agreements of GTL in this Agreement
and the Warrant Certificates shall bind its successors. All agreements of the
Warrant Agent in this Agreement shall bind its successors.

               SECTION 7.08. Multiple Originals. The parties may sign any number
of copies of this Agreement. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Agreement.

               SECTION 7.09. Table of Contents. The table of contents and
headings of the Articles and Sections of this Agreement have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.

               SECTION 7.10. Severability. The provisions of this Agreement are
severable, and if any clause or provision


<PAGE>   44
                                                                              40


shall be held invalid, illegal or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect in that
jurisdiction only such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Agreement in any jurisdiction.

               SECTION 7.11. Use of Proceeds. GTL agrees, for the benefit of the
Holders of the Warrants from time to time and of the Common Stock underlying
such Warrants upon exercise thereof, to use the proceeds from the issuance and
sale of the Warrants (net of any expenses of the offering of the Units allocable
to GTL) to purchase Partnership Warrants from Globalstar.

               IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the date first written above.


                                           GLOBALSTAR TELECOMMUNICATIONS
                                           LIMITED,

                                             by
                                                      /s/ Eric J. Zahler
                                                      --------------------------
                                                   Name:  Eric J. Zahler
                                                   Title: Secretary


                                           THE BANK OF NEW YORK, as
                                           Warrant Agent,

                                             by       /s/ Walter Gitlin
                                                      --------------------------
                                                   Name:  Walter Gitlin
                                                   Title: Vice President

<PAGE>   45
                                                                               1


                                                                       EXHIBIT A


                      [FORM OF FACE OF WARRANT CERTIFICATE]


               THE WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY
ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF $1,000
AGGREGATE PRINCIPAL AMOUNT OF 11-3/8% SENIOR NOTES DUE 2004 OF GLOBALSTAR, L.P.
AND GLOBALSTAR CAPITAL CORPORATION (THE "NOTES") AND A WARRANT. THE WARRANTS AND
THE NOTES WILL NOT TRADE SEPARATELY UNTIL THE EARLIER OF (I) THE COMMENCEMENT OF
AN EXCHANGE OFFER OR THE EFFECTIVENESS OF A SHELF REGISTRATION STATEMENT FOR THE
NOTES OR (II) SUCH DATE AFTER AUGUST 15, 1997, AS LEHMAN BROTHERS INC. MAY
DETERMINE.

               THE COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF GLOBALSTAR
TELECOMMUNICATIONS LIMITED ("GTL") FOR WHICH THIS WARRANT IS EXERCISABLE MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ANY APPLICABLE STATE
SECURITIES LAWS, OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
ACCORDINGLY, NO HOLDER SHALL BE ENTITLED TO EXERCISE SUCH HOLDER'S WARRANTS AT
ANY TIME UNLESS, AT THE TIME OF EXERCISE, (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT RELATING TO THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAS BEEN FILED WITH, AND DECLARED EFFECTIVE BY, THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"), AND NO STOP ORDER SUSPENDING THE
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT HAS BEEN ISSUED BY THE SEC, OR (ii)
THE ISSUANCE OF SUCH SHARES IS PERMITTED PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO GTL OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

               THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE "UNITED STATES"
OR TO "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF THE GLOBALSTAR PARTIES
THAT: (I) IT HAS ACQUIRED A "RESTRICTED"


<PAGE>   46
                                                                               2


SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL
NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHEN THIS
SECURITY NO LONGER CONSTITUTES A "RESTRICTED" SECURITY UNDER RULE 144(K) OF THE
SECURITIES ACT EXCEPT (A) TO ANY OF THE GLOBALSTAR PARTIES, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED STATES
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE
JURISDICTION; AND (III) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET
FORTH IN (II) ABOVE. ANY OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE
FOREGOING CLAUSES (II)(D) AND (E) IS SUBJECT TO THE RIGHT OF THE ISSUER OF THIS
SECURITY AND THE TRUSTEE OR TRANSFER AGENT FOR SUCH SECURITIES TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION
ACCEPTABLE TO THEM IN FORM AND SUBSTANCE. [THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

               BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT) OR (C) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THE SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S.

               IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.


No. [     ]                                     Certificate for ______ Warrants


                      WARRANTS TO PURCHASE COMMON STOCK OF
                      GLOBALSTAR TELECOMMUNICATIONS LIMITED


               THIS CERTIFIES THAT _____________, or its registered assigns, is
the registered holder of the number of Warrants set forth above (the
"Warrants"). Each Warrant entitles the holder thereof (the "Holder"), at its
option and subject to the provisions contained herein and in the Warrant
Agreement referred to below, to purchase from Globalstar Telecommunications
Limited, a Bermuda corporation ("GTL"), 2.0645 shares of Common Stock, par value
of $1.00 per share, of GTL (the "Common Stock") at the per share exercise price
of $69.575 (the "Exercise Price"), or by Cashless Exercise referred to below.
This Warrant Certificate shall terminate and become void as of the close of
business on February 15, 2004 (the "Expiration Date") or upon the exercise
hereof as to all the shares of Common Stock subject hereto. The number of shares
issuable upon exercise of the Warrants and


<PAGE>   47
                                                                               3


the Exercise Price per share shall be subject to adjustment from time to time as
set forth in the Warrant Agreement.

               This Warrant Certificate is issued under and in accordance with a
Warrant Agreement dated as of February 19, 1997 (the "Warrant Agreement"),
between GTL and The Bank of New York (the "Warrant Agent", which term includes
any successor Warrant Agent under the Warrant Agreement), and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the Holder of this Warrant Certificate consents by acceptance
hereof. The Warrant Agreement is hereby incorporated herein by reference and
made a part hereof. Reference is hereby made to the Warrant Agreement for a full
statement of the respective rights, limitations of rights, duties and
obligations of GTL, the Warrant Agent and the Holders of the Warrants.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Warrant Agreement. A copy of the Warrant Agreement may be
obtained for inspection by the Holder hereof upon written request to the Warrant
Agent at 101 Barclay Street, New York, NY 10286 attention of Corporate Trust
Administration.

               Subject to the terms of the Warrant Agreement, the Warrants may
be exercised in whole or in part (i) by presentation of this Warrant Certificate
with the Election to Purchase attached hereto duly executed and with the
simultaneous payment of the Exercise Price in cash (subject to adjustment) to
the Warrant Agent for the account of GTL at the office of the Warrant Agent or
(ii) by Cashless Exercise. Payment of the Exercise Price in cash shall be made
by certified or official bank check payable to the order of GTL or by wire
transfer of funds to an account designated by GTL for such purpose. Payment by
Cashless Exercise shall be made without the payment of cash by reducing the
amount of Common Stock that would be obtainable upon the exercise of a Warrant
and payment of the Exercise Price in cash so as to yield a number of shares of
Common Stock upon the exercise of such Warrant equal to the product of (1) the
number of shares of Common Stock for which such Warrant is exercisable as of the
Exercise Date (if the Exercise Price were being paid in cash) and (2) a
fraction, the numerator of which is the excess of the Current Market Value per
share of Common Stock on the Exercise Date over the Exercise Price per share as
of the Exercise Date and the denominator of which is the Current Market Value
per share of the Common Stock on the Exercise Date.

               As provided in the Warrant Agreement and subject to the terms and
conditions therein set forth, the Warrants shall be exercisable at any time on
or after February 19, 1998; provided, however, that Holders of Warrants will be
able to exercise their Warrants only if a shelf registration statement relating
to the Common Stock underlying the Warrants is effective or the exercise of such
Warrants is exempt from the registration requirements of the Securities Act of
1933 and such securities are qualified for sale or exempt from qualification
under the applicable securities laws of the states or other jurisdictions in
which such Holders reside; provided further, however, that no Warrant shall be
exercisable after February 15, 2004.

               In the event GTL enters into a Combination, the Holder hereof
will be entitled to receive upon exercise of the Warrants the kind and amount of
shares of capital stock or other securities or other property of such surviving
entity as the Holder would have been entitled to receive upon or as a result of
the combination had the Holder


<PAGE>   48
                                                                               4


exercised its Warrants immediately prior to such Combination; provided, however,
that in the event that, in connection with such Combination, consideration to
holders of Common Stock in exchange for their shares is payable solely in cash
or in the event of the dissolution, liquidation or winding-up of GTL, the Holder
hereof will be entitled to receive such cash distributions as the Holder would
have received had the Holder exercised its Warrants immediately prior to such
Combination, less the Exercise Price.

               As provided in the Warrant Agreement, the number of shares of
Common Stock issuable upon the exercise of the Warrants and the Exercise Price
are subject to adjustment upon the happening of certain events.

               GTL may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with the transfer or
exchange of the Warrant Certificates pursuant to Section 2.06 of the Warrant
Agreement, but not for any exchange or original issuance (not involving a
transfer) with respect to temporary Warrant Certificates, the exercise of the
Warrants or the issuance of the Warrant Shares.

               Upon any partial exercise of the Warrants, there shall be
countersigned and issued to the Holder hereof a new Warrant Certificate
representing those Warrants which were not exercised. This Warrant Certificate
may be exchanged at the office of the Warrant Agent by presenting this Warrant
Certificate properly endorsed with a request to exchange this Warrant
Certificate for other Warrant Certificates evidencing an equal number of
Warrants. No fractional Warrant Shares will be issued upon the exercise of the
Warrants, but GTL shall pay an amount in cash equal to the Current Market Value
per Warrant Share on the day immediately preceding the date the Warrant is
exercised, multiplied by the fraction of a Warrant Share that would be issuable
on the exercise of any Warrant.

               All shares of Common Stock issuable by GTL upon the exercise of
the Warrants shall, upon such issue, be duly and validly issued and fully paid
and non-assessable.

               The holder in whose name the Warrant Certificate is registered
may be deemed and treated by GTL and the Warrant Agent as the absolute owner of
the Warrant Certificate for all purposes whatsoever and neither GTL nor the
Warrant Agent shall be affected by notice to the contrary.



<PAGE>   49
                                                                               5


               The Warrants do not entitle any holder hereof to any of the
rights of a shareholder of GTL.

               This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.


                                          GLOBALSTAR TELECOMMUNICATIONS
                                          LIMITED


                                          by
                                            -----------------------------------



                                          by
                                            -----------------------------------


DATED:

Countersigned:


--------------------------------
THE BANK OF NEW YORK,
as Warrant Agent,


by
   -----------------------------
        Authorized Signatory




<PAGE>   50
                                                                               6


               FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be
                    executed only upon exercise of Warrants)

                      GLOBALSTAR TELECOMMUNICATIONS LIMITED


               The undersigned hereby irrevocably elects to exercise          
Warrants at an exercise price per Warrant (subject to adjustment) of $69.575 to
acquire         shares of Common Stock, par value $1.00 per share, of Globalstar
Telecommunications Limited on the terms and conditions specified within the
Warrant Certificate and the Warrant Agreement therein referred to, surrenders
this Warrant Certificate and all right, title and interest therein to Globalstar
Telecommunications Limited and directs that the shares of Common Stock
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.

Date:                 , 19

                                                 -------------------------------
                                                 (Signature of Owner)

                                                 -------------------------------
                                                 (Street Address)

                                                 -------------------------------
                                                 (City)    (State)   (Zip Code)

                                                 Signature Guaranteed by:

                                                 -------------------------------
                                                 [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-5]

--------
1. The signature must correspond with the name as written upon the face of the
within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever, and must be guaranteed.


<PAGE>   51
                                                                               7


Securities and/or check to be issued to:

Please insert social security or identifying number:

        Name:____________________________________________________________

        Street Address:__________________________________________________

        City, State and Zip Code:________________________________________

Any unexercised Warrants represented by the Warrant Certificate to be issued to:

        Please insert social security or identifying number:

        Name:____________________________________________________________

        Street Address:__________________________________________________

        City, State and Zip Code:________________________________________



<PAGE>   52
                                                                               8


                                                                       EXHIBIT B


                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                      REGISTRATION OF TRANSFER OF WARRANTS

Re:            Warrants to Purchase Common Stock (the "Warrants") of
               Globalstar Telecommunications Limited ("GTL")

               This Certificate relates to Warrants held in definitive form by
_______________ (the "Transferor").

               The Transferor has requested the Warrant Agent by written order
to exchange or register the transfer of a Warrant or Warrants. In connection
with such request and in respect of each such Warrant, the Transferor does
hereby certify that the Transferor is familiar with the Warrant Agreement
relating to the above captioned Warrants and that the transfer of this Warrant
does not require registration under the Securities Act of 1933, (the "Securities
Act") because */:

        |_|    Such Warrant is being transferred to GTL.

        |_| Such Warrant is being transferred pursuant to an effective
Registration Statement under the Securities Act.

        |_| Such Warrant is being transferred to a qualified institutional buyer
(as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.

        |_| Such Warrant is being transferred pursuant to an offshore
transaction in accordance with Rule 904 under the Securities Act.

        |_| Such Warrant is being transferred in a transaction meeting the
requirements of Rule 144 under the Securities Act.

               The Warrant Agent and GTL are entitled to rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.


                                       ----------------------------------------
                                       [INSERT NAME OF TRANSFEROR]

                                       by
Date:
     -------------------------------      -------------------------------------

--------
*---/Please check applicable box.