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                                    AMENDMENT
                                     to the
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       of
                                GLOBALSTAR, L.P.

            AMENDMENT (this "Amendment"), dated as of February 1, 2000 to the
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of GLOBALSTAR, L.P., a
Delaware limited partnership ("Globalstar" or the "Partnership"), dated as of
January 26, 1999 (the "Partnership Agreement"), by and among LORAL/QUALCOMM
SATELLITE SERVICES, L.P., a Delaware limited partnership ("LQSS"), GLOBALSTAR
TELECOMMUNICATIONS LIMITED, a Bermuda company ("GTL") and the limited partners
signatories thereto as set forth on the signature pages hereto (collectively,
the "Limited Partners" and together with LQSS and GTL, the "Partners"), as
amended on December 8, 1999.

            WHEREAS, GTL is making an offering (the "Common Stock Offering") of
8,050,000 shares of common stock, par value $1.00 per share (the "Common
Stock").

            WHEREAS, the Partnership requires additional capital to accomplish
its purposes; and

            WHEREAS, it is in the best interest of the Partnership to acquire
such additional capital by contribution from GTL of the proceeds of the Common
Stock Offering and for the Partnership to issue to GTL ordinary partnership
interests in connection therewith.

            NOW, THEREFORE, the Partners, in consideration of the premises and
their mutual agreements as hereinafter set forth, do hereby agree to amend the
Partnership Agreement as follows:

1.    AMENDMENT TO SECTION 2.1. Section 2.1 of the Partnership Agreement is
      hereby amended as follows:

      The definition of "Authorized Partnership Interests" set forth in Section
2.1 shall be deleted and replaced in its entirety with the following:

            "Authorized Partnership Interests" means the sum of (i) 55,448,837
       Partnership Interests, (ii) 4,769,231 Partnership Interests, (iii) the
       number of Ordinary Partnership Interests issuable upon exercise of the
       warrants issuable to certain Partners or Affiliates thereof and to GTL in
       connection with the guarantee of the Partnership's obligations under the
       Globalstar Credit Agreement, (iv) the number of Series A Preferred
       Partnership Interests issued to GTL in connection with GTL's offering of
       the Series A Preferred Stock, including as a result of the exercise by
       the purchasers thereof of the option to purchase additional shares
       thereof under the purchase agreement relating thereto, (v) the number of
       Series B Preferred Partnership Interests issuable to GTL in connection
       with GTL's offering of the Series B Preferred Stock Offering, including
       as a result of the exercise by the purchasers thereof of the option to
       purchase additional
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      shares thereof under the purchase agreement relating thereto, (vi) the
      number of Ordinary Partnership Interests issuable upon conversion or
      exchange of the Series A Preferred Partnership Interests or Series B
      Preferred Partnership Interests or in satisfaction of any distribution,
      make-whole or redemption payment thereon, (vii) the number of Ordinary
      Partnership Interests issuable upon exercise of the warrants issuable to
      certain Partners of Globalstar, L.P., Loral/Qualcomm Satellite Services,
      L.P. or Loral/Qualcomm Partnership, L.P. or Affiliates thereof in
      connection with the guarantee of the Partnership's obligations under the
      $500 million credit agreement with Bank of America and the other lenders
      parties thereto, (viii) the number of Ordinary Partnership Interests
      issuable upon exercise of the Warrants issuable to Qualcomm Incorporated
      and its Affiliates in connection with up to $500 million of vendor
      financing provided by Qualcomm Incorporated to the Partnership, (ix) the
      number of Ordinary Partnership Interests or PPIs that may be issued in
      connection with an offering of common stock, preferred stock, OPIs, PPIs,
      or any other equity interests of GTL or the Partnership, in an aggregate
      offering amount equal to the difference between 300 million and the gross
      proceeds of the Series B Preferred Stock Offering including Ordinary
      Partnership Interests issuable upon conversion or exchange of any PPIs
      issued in connection with such offering, or in satisfaction of any
      distribution, distribution make-whole payment, or redemption payment
      thereon and (x) the number of Ordinary Partnership Interests issuable to
      GTL in connection with the Common Stock Offering; provided, however, that
      any greater number of Authorized Partnership Interests may be authorized
      from time to time with the Consent of the Partners.

      2.    DEFINED TERMS. Capitalized terms used herein not otherwise defined
shall have the meanings set forth in the Partnership Agreement, as amended.

      3.    AMENDMENT TO SCHEDULE A. Schedule A to the Partnership Agreement is
hereby amended, as of the date hereof, as revised by the Managing General
Partner to reflect the issue of OPIs to GTL in connection with the Common Stock
Offering.

      4.    EFFECTIVENESS. This Amendment shall become effective as of the date
set forth above and when GTL shall have contributed the proceeds of the Common
Stock Offering to the Partnership and the Partnership shall have issued the
Ordinary Partnership Interests to GTL.

      5.    COUNTERPARTS. This Amendment may be executed in counterparts, all of
which together shall constitute one agreement binding on all the parties hereto.

      6.    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.


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      IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered by their respective duly authorized officer as of the day
and year first above written.

                     LORAL/QUALCOMM SATELLITE SERVICES, L.P.
                         by LORAL/QUALCOMM PARTNERSHIP, L.P.
                            its General Partner
                         by LORAL GENERAL PARTNER, INC.
                            its General Partner

                     By:  /s/Eric J. Zahler
                        -------------------------------
                        Name: Eric J. Zahler
                        Title: Executive Vice President

                     GLOBALSTAR TELECOMMUNICATIONS LIMITED

                     By:  /s/Eric J. Zahler
                        -------------------------------
                         Name: Eric J. Zahler
                         Title: Vice President

                     Limited Partners:

                     AIRTOUCH SATELLITE SERVICES, INC.
                     DACOM CORPORATION
                     DACOM INTERNATIONAL, INC.
                     HYUNDAI CORPORATION
                     HYUNDAI ELECTRONICS INDUSTRIES CO., LTD.
                     LORAL/DASA GLOBALSTAR, L.P.
                     LORAL SPACE & COMMUNICATIONS LTD.
                     SAN GIORGIO S.p.A.
                     TELESAT LIMITED
                     TE. SA. M.
                     VODASTAR CELLULAR LIMITED
                     VODAFONE SATELLITE SERVICES LIMITED

                     BY : LORAL/QUALCOMM SATELLITE SERVICES, L.P.
                            by LORAL/QUALCOMM PARTNERSHIP, L.P.
                               its General Partner
                            by LORAL GENERAL PARTNER, INC.
                               its General Partner

                     By:  /s/Eric J. Zahler
                        -------------------------------
                         Name:  Eric J. Zahler as Attorney-in-Fact