<PAGE>   1
                                                                  Exhibit 10.1
                                                                  CONFORMED COPY


















                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                                GLOBALSTAR, L.P.





                                   Dated as of

                                  March 6, 1996
<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
                        ARTICLE I. ORGANIZATIONAL MATTERS 
<S>                                                                        <C>
SECTION 1.1. Continuation....................................................2
SECTION 1.2. Name ...........................................................2
SECTION 1.3. Registered Office; Principal Office.............................2
SECTION 1.4. Power of Attorney...............................................2
SECTION 1.5. Term ...........................................................4
SECTION 1.6. Title to Partnership Property...................................4
SECTION 1.7. Effectiveness of Partnership Agreement..........................4

                             ARTICLE II. DEFINITIONS

SECTION 2.1. Definitions.....................................................4

                              ARTICLE III. PURPOSE

SECTION 3.1. Purpose........................................................19

                        ARTICLE IV. CAPITAL CONTRIBUTIONS

SECTION 4.1. General Partners...............................................19
SECTION 4.2. Limited Partners...............................................20
SECTION 4.3. Additional Contribution........................................20
SECTION 4.4. Additional Limited Partners....................................21
SECTION 4.5. Capital Accounts...............................................21
SECTION 4.6. Interest.......................................................22
SECTION 4.7. No Withdrawal..................................................22
SECTION 4.8. Loans..........................................................23
SECTION 4.9. Preemptive Rights..............................................23
SECTION 4.10. Sale of Partnership Interests and Partnership
                  Securities................................................24
SECTION 4.11. Business Plans................................................25
SECTION 4.12.  Limitation on a Limited Partner's Ownership..................26

      ARTICLE V. ALLOCATIONS, DISTRIBUTIONS AND SERVICE PROVIDER AGREEMENTS

SECTION 5.1. Allocations Generally..........................................26
SECTION 5.2. Regulatory Allocations.........................................29
SECTION 5.3. Other Allocations When Book Value Differs from Tax Basis.......31
SECTION 5.4. Special Allocation of Foreign Taxes............................31
SECTION 5.5. Distributions..................................................31
SECTION 5.6. Service Provider Agreements....................................34
SECTION 5.7. Terms of PPIs..................................................34
</TABLE>
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                ARTICLE VI. MANAGEMENT AND OPERATION OF BUSINESS

SECTION 6.1. Management.....................................................34
SECTION 6.2. Limitations on Authority of Committee and the General
                  Partners..................................................38
SECTION 6.3. Change of Control and Reduction in Interest....................42
SECTION 6.4. Certificate of Limited Partnership.............................43
SECTION 6.5. Reliance by Third Parties......................................43
SECTION 6.6. Compensation, Expenses and Reimbursement of General
                  Partners..................................................44
SECTION 6.7. Outside Activities.............................................45
SECTION 6.8. Partnership Funds..............................................46
SECTION 6.9. Loans from the General Partners................................46
SECTION 6.10. Indemnification of Partners...................................46
SECTION 6.11. Liability of General Partners.................................48
SECTION 6.12. Other Matters Concerning the General Partners.................49
SECTION 6.13. Conversion to Corporate Form..................................50
SECTION 6.14. FCC Compliance................................................51

           ARTICLE VII. RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

SECTION 7.1. Limitation of Liability........................................51
SECTION 7.2. Management of Business.........................................51

              ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS

SECTION 8.1. Records and Accounting.........................................51
SECTION 8.2. Fiscal Year....................................................52
SECTION 8.3. Reports and Annual Meeting.....................................52
SECTION 8.4. Disclosure to Limited Partners.................................53
SECTION 8.5. Determination of Book Value of Partnership Assets..............53

                             ARTICLE IX. TAX MATTERS

SECTION 9.1. Preparation of Tax Returns.....................................55
SECTION 9.2. Tax Elections..................................................55
SECTION 9.3. Tax Controversies..............................................55
SECTION 9.4. Taxation as a Partnership......................................55

                        ARTICLE X. TRANSFER OF INTERESTS

SECTION 10.1. Transfer......................................................56
SECTION 10.2. Transfer of Interests of General Partners.....................57
SECTION 10.3. Transfer of Interests of Limited Partners.....................58
SECTION 10.4. Certain Transfers.............................................60

                  ARTICLE XI. ADMISSION OF SUBSTITUTE PARTNERS

SECTION 11.1. Admission of Successor Limited Partner........................61
SECTION 11.2. Admission of Successor General Partner........................62
SECTION 11.3. Amendment of Agreement and of Certificate of Limited
                  Partnership...............................................63


                                      (ii)
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                       ARTICLE XII. WITHDRAWAL OR REMOVAL

SECTION 12.1. Withdrawal or Removal of the General Partners.................63
SECTION 12.2. Right of the Managing General Partner to Become a
                  Limited Partner...........................................64
SECTION 12.3. Withdrawal of Limited Partner.................................65

                    ARTICLE XIII. DISSOLUTION AND LIQUIDATION

SECTION 13.1. Dissolution...................................................65
SECTION 13.2. Continuation of the Business of the Partnership after
                  Dissolution...............................................66
SECTION 13.3. Winding Up and Liquidation....................................66
SECTION 13.4. Cancellation of Certificate of Limited Partnership............68
SECTION 13.5. Return of Capital.............................................68
SECTION 13.6. Waiver of Partition...........................................69
SECTION 13.7. Deficit Upon Liquidation......................................69

     ARTICLE XIV. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

SECTION 14.1. Amendments to be Adopted Without Consent of the
                  Partners..................................................69
SECTION 14.2. Amendment Procedures..........................................70

                         ARTICLE XV. GENERAL PROVISIONS

SECTION 15.1. Addresses and Notices.........................................70
SECTION 15.2. Titles and Captions...........................................70
SECTION 15.3. Pronouns and Plurals..........................................70
SECTION 15.4. Further Action................................................70
SECTION 15.5. Binding Effect................................................71
SECTION 15.6. Integration...................................................71
SECTION 15.7. Creditors.....................................................71
SECTION 15.8. Waiver........................................................71
SECTION 15.9. Counterparts..................................................71
SECTION 15.10. Dispute Resolution...........................................71
SECTION 15.11.  Applicable Law..............................................73
SECTION 15.12. Confidentiality..............................................73
SECTION 15.13. Invalidity of Provisions.....................................75

SCHEDULE A --     Schedule of Partners
SCHEDULE B --     Related Party Transactions
SCHEDULE C --     Provisions Relating to Preferred Partnership Interests


                                     (iii)
<PAGE>   5
                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                GLOBALSTAR, L.P.


      This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into
and shall be effective as of the 6th day of March, 1996, by and among
Loral/QUALCOMM Satellite Services, L.P., a Delaware limited partnership ("LQSS"
or the "Managing General Partner"), Globalstar Telecommunications Limited, a
company organized under the laws of Bermuda ("GTL", together with LQSS, the
"General Partners"), and all of the limited partners set forth on the signature
page hereto (collectively referred to herein as the "Limited Partners"),
pursuant to the provisions of the Delaware Revised Uniform Limited Partnership
Act (the "Delaware Act"), on the following terms and conditions:

      WHEREAS, LQSS formed Globalstar, L.P. (the "Partnership"), a Delaware
limited partnership, pursuant to that certain Certificate of Limited Partnership
of Globalstar, L.P., filed November 19, 1993, with the Secretary of State of the
State of Delaware;

      WHEREAS, the Limited Partners (other than Finmeccanica) or their
predecessors were admitted into the Partnership on March 23, 1994, pursuant to
that certain Amended and Restated Agreement of Limited Partnership of
Globalstar, L.P., dated as of March 23, 1994, by and among LQSS and the Limited
Partners (the "Original Partnership Agreement");

      WHEREAS, GTL had filed a registration statement on Form S-1, No. 33-86808,
pursuant to which it made offerings (the "GTL Offerings") of shares of its
common stock;

      WHEREAS, in contemplation of the GTL Offerings, the Partnership had
pursuant to Section 4.10 of the Original Partnership Agreement, effected a
recapitalization in November 1994 to provide for a 6-for-1 split of its
Partnership Interests (as defined below);

      WHEREAS, Finmeccanica S.p.A. ("Finmeccanica") was admitted into the
Partnership as a Limited Partner and GTL was admitted into the Partnership as a
General Partner on December 31, 1994 and the Original Partnership Agreement was
amended on December 31, 1994 to provide for such admission, the contribution of
the proceeds from the GTL Offerings to the Partnership and the creation of a
committee (the "Committee") comprised of representatives of LQSS and GTL to
manage the Partnership;

      WHEREAS, GTL has made an offering (the "CPEO Offering") of 6-1/2%
Convertible Preferred Equivalent Obligations due 2006 (the "CPEOs");
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      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 and to issue to GTL preferred
partnership interests;

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



                                   ARTICLE I.
                             ORGANIZATIONAL MATTERS

      SECTION 1.1. Continuation. Subject to the provisions of this Agreement,
the Partnership hereby continues as a limited partnership pursuant to the
provisions of the Delaware Act. The rights and obligations of the Partners and
the administration and termination of the Partnership shall be governed by this
Agreement and the Delaware Act.

      SECTION 1.2. Name. The name of the Partnership shall be, and the business
of the Partnership shall be conducted under the name of, "Globalstar, L.P." The
Partnership's business may be conducted under any other name or names deemed
advisable by the Committee, including the name of a General Partner or any
Affiliate (as defined below) of a General Partner. The Committee, upon the
Consent of the Partners (as defined below), may change the name of the
Partnership at any time and from time to time. Notice will be given to the
Limited Partners within ten (10) days after any change in the name of the
Partnership.

      SECTION 1.3. Registered Office; Principal Office. The registered office of
the Partnership in the State of Delaware shall be located at c/o Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the
registered agent for service of process on the Partnership at such registered
office shall be Corporation Trust Company. The principal office of the
Partnership shall be 3200 Zanker Road, San Jose, CA 95164, or such other place
as the Partnership may from time to time designate to the Partners. Notice will
be given to the Limited Partners within ten (10) days after any change in the
principal office of the Partnership. The Partnership may maintain offices at
such other place as it deems advisable unless such offices create undue adverse
tax consequences for the Partners.

      SECTION 1.4. Power of Attorney. (a) Each Limited Partner hereby
irrevocably appoints and empowers each General Partner and each of the General
Partner's authorized officers and attorneys-in-fact with full power of
substitution as its true and lawful agent and attorney-in-fact (the "Attorney"),
with full


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<PAGE>   7
power and authority in its name, place and stead, for so long as such Attorney
is a General Partner or an authorized officer or attorney-in-fact of a General
Partner, to:

            (i) make, execute, acknowledge, publish and file in the appropriate
      public offices (A) any duly approved amendments to this Agreement or to
      the Certificate of Limited Partnership pursuant to the Delaware Act and to
      the laws of any state in which such documents are required to be filed;
      (B) any certificates, instruments or documents as may be required by, or
      may be appropriate under, the laws of any state or other jurisdiction in
      which the Partnership is doing or intends to do business; (C) any other
      instrument which may be required to be filed by the Partnership under the
      laws of any state or other jurisdiction or by any governmental agency, or
      which the Committee deems advisable to file; (D) any documents which may
      be required to effect the continuation of the Partnership, the admission,
      withdrawal or substitution of any Partner pursuant to Article XI or
      Article XII hereof, the dissolution and termination of the Partnership
      pursuant to the terms of this Agreement, or the surrender of any rights or
      the assumption of any additional responsibilities by the General Partners
      or the Committee; and (E) any document which may be required to effect an
      amendment to this Agreement to correct any mistake, omission or
      inconsistency, or to cure any ambiguity herein, to the extent such
      amendment is permitted by Section 14.1 hereof; and

            (ii) sign, execute, swear to and acknowledge all ballots, consents,
      approvals, waivers, certificates and other instruments appropriate or
      necessary, to make, evidence, give, confirm or ratify any vote, consent,
      approval, agreement or other action which is made or given by the Partners
      hereunder or is consistent with the terms of this Agreement and/or
      appropriate or necessary to effectuate the terms or intent of this
      Agreement; provided, however, that when the consent or approval of the
      Partners is required under the terms of this Agreement, an Attorney may
      exercise the power of attorney made in this subsection (ii) only after the
      necessary consent or approval has been received.

      (b) To the maximum extent permitted by applicable law, the foregoing grant
of authority (i) is a special power of attorney, coupled with an interest, and
it shall survive the death, incompetency, disability, liquidation, dissolution,
bankruptcy or termination of any Partner and shall extend to such Partner's
heirs, successors, assigns and personal representatives; (ii) may be exercised
by an Attorney for each and every Limited Partner acting as attorney-in-fact for
each and every Limited Partner; and (iii) shall survive the assignment by any
Limited Partner of all or any portion of its Partnership Interest and shall be
fully binding upon such assignee but not on the assignor. Each Limited Partner


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<PAGE>   8
hereby agrees to be bound by any representations made by an Attorney acting in
good faith pursuant to such power of attorney in furtherance of the
Partnership's business. Each Limited Partner shall execute and deliver to either
General Partner, within fifteen (15) days after receipt of a request therefor,
such further designations, powers of attorney and other instruments as the
Committee deems necessary to effectuate this Agreement and the purposes of the
Partnership.

      SECTION 1.5. Term. The Partnership commenced upon the completion of filing
for record of the Certificate of Limited Partnership for the Partnership in
accordance with the Delaware Act and shall continue in existence until the
earlier termination of the Partnership in accordance with the provisions of
Article XIII hereof.

      SECTION 1.6. Title to Partnership Property. All property owned by the
Partnership, whether real or personal, tangible or intangible, shall be deemed
to be owned by the Partnership as an entity, and no Partner, individually, shall
have any ownership of such property. The Partnership shall hold all of its
assets in its own name; provided, however, that it may hold marketable
securities in street name.

      SECTION 1.7. Effectiveness of Partnership Agreement. This Agreement shall
become effective as of the date hereof.



                                   ARTICLE II.
                                   DEFINITIONS

      SECTION 2.1. Definitions. Any capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such term in this Article
II. For purposes of this Agreement, the following terms shall have the following
meanings:

      "Accounting Period" means a period beginning on the first day after the
end of the prior Accounting Period and ending on the earlier of (i) the end of
the Partnership's fiscal year, (ii) the end of the Partnership's tax year, (iii)
the day prior to the day on which there is a material adjustment to the Book
Values of the Partnership's assets under Section 8.5(c), or (iv) such other date
as determined by the Committee.

      "Additional Closing" means any closing, following the Initial Closing, at
which Additional Partnership Interests are issued.

      "Additional Limited Partner" shall mean the Limited Partners admitted to
the Partnership pursuant to Section 4.4.

      "Additional Partnership Interests" means any Partnership Interests issued
by the Partnership after the GTL Effective Date.


                                      -4-
<PAGE>   9
      "Adjusted Capital Account" means, for any Partner, its Capital Account
balance (after deducting the amount of expected distributions of Distributable
Cash Flow and Distributable Capital Proceeds on hand on the date as of which the
computation is made) plus (a) its share of Partnership Minimum Gain, (b) its
share of Partner Minimum Gain and (c) the amount, if any, by which a deficit
Capital Account balance exceeds the sum of (a) and (b) and which, due to an
unpaid Capital Commitment, a Partner is obligated to restore (or is treated as
obligated to restore under Treasury Regulation Section 1.704-1(b)(2)(ii)(c)).

      "Adjusted Income" means the excess, if any, of the sum of (a) Operating
Income plus (b) Capital Transaction Gain plus (c) the deductions for
depreciation and amortization taken into account in computing Operating Loss
over the sum of (d) Operating Loss and (e) Capital Transaction Loss. All the
elements of Adjusted Income are reduced by the amounts thereof allocated under
Sections 5.2, 5.4 and Section 8.5(c).

      "Affiliate" means any Person that directly or indirectly controls, is
controlled by, or is under common control with the Person in question, provided
that (i) in the case of Hyundai/DACOM, such term shall refer to any of Hyundai
Electronics Industries Co., Ltd. ("Hyundai"), DACOM Corporation ("Dacom") or an
Affiliate of Hyundai or Dacom, (ii) in the case of TE.SA.M. ("TESAM"), such term
shall refer to any of Alcatel, NV, Alcatel France, France Telecom or any Persons
controlled, directly or indirectly, by any of them, (iii) in the case of
Finmeccanica, the term "Affiliate" shall only include any other Person
controlled by Finmeccanica and (iv) in the case of Loral SpaceCom or LQSS, GTL
shall not be deemed to be an Affiliate of Loral SpaceCom or LQSS with respect to
any matter brought before the Partners for a vote in accordance with the terms
of this Agreement when the vote of GTL with respect to the transaction in
question is determined by directors who are not employed by, or otherwise
affiliated with Loral SpaceCom. Upon a GTL Change of Control or Reduction in
Interest as described in Section 6.3, the exception with respect to GTL set
forth in the preceding sentence shall not apply in determining whether GTL is an
Affiliate of Loral SpaceCom or LQSS. As used in this definition of "Affiliate,"
the term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. The
terms "controlled" and "common control" shall have correlative meanings.

      "Affiliate Successor" has the meaning specified in Section 10.2 hereto.

      "Agreement" means this Amended and Restated Agreement of Limited
Partnership, as it may be amended or supplemented from time to time.

      "Annual Budget" has the meaning specified in Section 4.11 hereto.


                                      -5-
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      "Authorized Partnership Interests" means the sum of (i) 55,448,837
Partnership Interests, (ii) 4,769,231 Partnership Interests and (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, provided that any greater number of Authorized Partnership Interests
may be authorized from time to time with the Consent of the Partners.

      "Average Market Value" means the arithmetic average of the Current Market
Value of the GTL Common Stock for the ten Trading Days ending on the second
Business Day prior to the applicable date of payment.

      "Baseline Business Plan" means (i) as to the first generation satellite
constellation, the Original Business Plan, insofar as it pertains to that
generation, (ii) as to the second generation satellite constellation, the
Original Business Plan, but only if the actual total revenues and net income of
the Partnership for the 12-month period prior to the month in which a proposed
Baseline Business Plan would otherwise be required to be submitted to the
Partners pursuant to Section 4.11(b) equal or exceed the projected amounts
thereof for such period set forth in the Original Business Plan or, if such
12-month period is not set forth separately therein, the projected amount for
such 12-month period implicit in the annual projected amounts set forth therein,
(iii) as to the second generation satellite constellation if clause (ii) does
not apply, and for all subsequent generations of satellite constellations, a new
Baseline Business Plan adopted in accordance with Section 4.11(b) for such
generation and all previous generations still in operation, or (iv) as to any
generation satellite constellation, a business plan adopted in accordance with
Section 4.11(b) expressly intended as a superseding replacement for any of the
foregoing.

      "Book Value" has the meaning determined under Section 8.5.

      "Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States shall
not be regarded as a Business Day.

      "Business Plan" means a business plan prepared in accordance with Section
4.11, with only such amendments and modifications thereto adopted from time to
time by the Committee as are not inconsistent with the provisions of Sections
4.11, 5.5(c) and 6.2.

      "CPE Representative" means the representative on the Committee designated
by the holders of CPEOs following a GTL Deferral Trigger Event.

      "CPEO Effective Date" means the date on which the CPEOs are issued and GTL
contributes the net proceeds from the sale of such CPEOs to the Partnership.


                                      -6-
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      "CSO" means Council of Service Operators as defined in the Service
Provider Agreements.

      "Capital Account" means each capital account maintained pursuant to
Section 4.5 hereof.

      "Capital Commitment" means the aggregate Capital Contribution which a
Partner has made and is committed to make pursuant to a Subscription Agreement
for the acquisition of Partnership Interests from the Partnership.

      "Capital Contribution" means any cash or property which a Partner
contributes to the Partnership pursuant to Sections 4.1, 4.2, 4.4 or 4.10.

      "Capital Transaction" means a sale or disposition of all, or a substantial
part, of the Partnership's property in one transaction or in a series of
transactions pursuant to the same plan. The term includes a borrowing effected
by the Partnership to obtain proceeds for distribution to Partners and a
transfer of Partnership assets to a corporation pursuant to Section 6.13, but
does not include the rights granted to a Service Provider under a Service
Provider Agreement or other dispositions in the ordinary course of a continuing
business.

      "Capital Transaction Gain" means the gross income and gain realized by the
Partnership for federal income tax purposes on a Capital Transaction, plus (a)
income and gain of the Partnership exempt from tax, described in Code Section
705(a)(1)(B) and realized by the Partnership on a Capital Transaction, (b) on a
distribution of a substantial part of the Partnership's property (other than
cash and cash equivalents) to Partners, the excess, if any, of the fair market
value of the distributed property over its Book Value and (c) the amount of any
increase in the Book Value of Partnership property pursuant to Section 8.5(c).
The term does not include COD Income or Operating Income. In Computing Capital
Transaction Gain, items of income and gain relating to Partnership assets shall
be computed based upon the Book Values of the Partnership's assets rather than
upon the assets' adjusted basis for federal income tax purposes.

      "Capital Transaction Loss" means the deductions and loss realized by the
Partnership for federal income tax purposes on a Capital Transaction, plus (a)
deduction and loss of the Partnership described in Code Section 705(a)(2)(B) and
realized by the Partnership on a Capital Transaction, (b) on a distribution of a
substantial part of the Partnership's property (other than cash and cash
equivalents) to Partners, the excess, if any, of the Book Value of the
distributed property over its fair market value and (c) the amount of any
decrease in the Book Value of Partnership property pursuant to Section 8.5(c).
The term does not include Operating Loss. In Computing Capital Transaction Loss,
items of deduction and loss relating to Partnership assets shall be computed


                                      -7-
<PAGE>   12
based upon the Book Values of the Partnership's assets rather than upon the
assets' adjusted basis for federal income tax purposes.

      "Certificate of Limited Partnership" means the Certificate of Limited
Partnership of Globalstar, L.P. filed with the Secretary of State of the State
of Delaware on November 19, 1993, as amended on December 31, 1994 pursuant to
the Delaware Act, as it may be further amended from time to time.

      "COD Income" means income realized by the Partnership on the cancellation
of recourse indebtedness under federal income tax principles whether or not the
income is excluded from taxable income under Section 108 of the Code or under
common law principles of federal income taxation. For this purpose, indebtedness
is recourse if it is treated as recourse for purposes of the Treasury
Regulations under Code Section 704(b).

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Committee" has the meaning specified in the recitals.

      "Communications Act" means the Communications Act of 1934, as amended.

      "Confidential Information" has the meaning specified in Section 15.12.

      "Consent of Disinterested Partners" means the votes at a Representatives
Meeting held in accordance with Section 6.2(g) representing a majority of the
Partnership Interests present and qualified to vote at a meeting or represented
by a qualifying proxy or written consent. Partnership Interests held on behalf
of any Delinquent Partner or any Partner or Partners having a direct or indirect
financial interest in the transaction in question shall not be qualified to
vote. For these purposes, it is to be specifically noted that without limiting
the foregoing, that (i) the Partnership Interests held by LQSS will be deemed to
be owned and voted by the Upper Tier Partner having the right to direct the vote
thereof pursuant to the LQSS Partnership Agreement, (ii) in respect of contracts
to supply goods or services to the Partnership (including employment agreements)
or other such related matters, Loral SpaceCom and its Affiliates, SS/L and the
strategic equity investors in SS/L (as hereinafter described in Section 6.2(a))
and their respective Affiliates shall be deemed to have a direct or indirect
financial interest in any transaction to which any of them is a party, and (iii)
Loral SpaceCom and its Affiliates, SS/L and Qualcomm Incorporated ("Qualcomm")
and their respective Affiliates shall be deemed to have a direct or indirect
financial interest in any transaction or event to which any of Loral SpaceCom,
SS/L or Qualcomm is a party.

      "Consent of the Partners" means, as to any action or proposed action by
the Partnership, approval of such action by a majority of votes cast at a
Representatives Meeting held in accordance with


                                      -8-
<PAGE>   13
Section 6.2(g), unless 9,000,000 (adjusted to reflect any recapitalizations of
the Partnership in the nature of a subdivision or combination of Partnership
Interests into a greater or lesser number thereof but not adjusted to reflect
dilution caused simply by the issuance of additional Partnership Interests) or
more qualifying votes are cast against such action, in which event the Consent
of the Partners will be deemed denied, provided that neither any single Limited
Partner, any limited partner in any Upper Tier Partnership nor GTL shall be
entitled to cast more than 6,000,000 qualifying votes against any such action,
regardless of the number of Partnership Interests it holds, and provided further
that no more than 3,000,000 qualifying votes shall be cast by GTL in respect of
partnership interests acquired using the proceeds of the GTL Offerings or
pursuant to the exercise of Exchange Rights. Solely for purposes of determining
the number of qualifying votes a Partner who has exercised its Exchange Right in
whole or in part, may cast against an action as set forth above, a Partner shall
be deemed to continue to own the number of Partnership Interests equal to the
amount of GTL Common Stock acquired by such Partner pursuant to its Exchange
Right and which have not theretofore been disposed of.

      "Consumer Price Index" has the meaning of "Index" specified in Article 5.4
of the Service Provider Agreements.

      "Conversion Ratio" has the meaning ascribed to such term in Section 3.1 of
Schedule C to this Agreement.

      "Current Market Value" means the average of the high and low sales prices
of the GTL Common Stock as reported on the Nasdaq National Market or any
national securities exchange upon which the GTL Common Stock is then listed for
the Trading Day in question.

      "Debt Securities" means notes, bonds, debentures, loans, capitalized lease
obligations and any other debt obligation issued by the Partnership.

      "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act,
as it may be amended from time to time, and any successor to such Act.

      "Delinquent Partner" means a Partner who has failed to pay any installment
of its Remaining Contribution when due, and such delinquency has not been cured.

      "Descriptive Memorandum" has the meaning specified in Section 3.1.

      "Distributable Capital Proceeds" means the amount received by the
Partnership on a Capital Transaction (including amounts realized on an
installment obligation received in a Capital Transaction) minus the costs of
that transaction and the amount of any proceeds applied by the Partnership, in
its reasonable


                                      -9-
<PAGE>   14
discretion, towards Partnership expenditures or reserves for Partnership
purposes other than distributions to Partners.

      "Distributable Cash Flow" means the amount by which the sum of (i) the
Partnership's receipts (from all sources including borrowings and Capital
Contributions, but excluding Distributable Capital Proceeds) and (ii) the
amounts released from reserves by the Partnership exceeds the sum of (iii) the
Partnership's cash expenditures (including debt service on Partnership
borrowings) and (iv) any increase in reserves that the Partnership, in
accordance with Section 5.5, determined to be necessary or appropriate for
accrued or anticipated Partnership liabilities or expenditures.

      "Distribution Arrearages" means the amount of Scheduled Distributions that
the Partnership has elected to defer that remain unpaid.

      "Distribution Make-Whole Payment" means the payment due to GTL with
respect to the PPIs called for redemption pursuant to a Provisional Redemption,
which payment shall be equal to the present value of the aggregate amount of
Scheduled Distributions thereafter payable on such PPIs during the Distribution
Make-Whole Period, which shall be calculated using the bond equivalent yield on
U.S. Treasury Notes or Bills having a term nearest in length to that of the
Distribution Make-Whole Period as of the Notice Date.

      "Distribution Make-Whole Period" means the period of time from the
Provisional Redemption Date to the third anniversary of the date on which CPEOs
are first issued by GTL.

      "Effective Date" means December 31, 1994.

      "Equity Rights" has the meaning specified in Section 6.13(a).

      "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement among Globalstar, GTL, LQSS and the Limited
Partner signatories thereto.

      "Exchange Right" means the right of LQSS and the Limited Partners
signatories thereto to exchange Partnership Interests for shares of GTL Common
Stock pursuant to the Exchange and Registration Rights Agreement.

      "FCC" means the U.S. Federal Communications Commission.

      "FCC Applications" means the applications relating to the Globalstar
System dated June 3, 1991, bearing the file numbers 19 DSS P91C48 and CSS 91
014.

      "Fiscal Year" has the meaning specified in Section 8.2.


                                      -10-
<PAGE>   15
      "Foreign Taxing Jurisdiction" means a jurisdiction outside the United
States that imposes a tax upon the Partnership or a subsidiary of the
Partnership.

      "GAAP" has the meaning specified in Section 5.5(c).

      "GTL" has the meaning specified in the recitals.

      "GTL Change of Control" has the meaning specified in Section 6.3.

      "GTL Common Stock" means the common stock, par value $1.00 per share, of
GTL.

      "GTL Conversion Price" shall mean the conversion price of the CPEOs,
adjusted upon the occurrence of certain dilutive events as set forth in the
Indenture.

      "GTL Deferral Election" means the election of the Board of Directors of
GTL to defer the payment of an installment of interest due on the CPEOs on an
interest payment date, or any portion due thereof.

      "GTL Deferral Trigger Event" means the deferral by GTL of the payment of
interest due on the CPEOs in an aggregate equal to six quarterly interest
payments.

      "GTL Effective Date" means the date on which the GTL Offerings were
consummated and GTL purchased Partnership Interests in connection therewith.

      "GTL Independent Directors" means the directors of GTL who are not
employed by, or otherwise affiliated with Loral SpaceCom, a Strategic Partner,
or any of their respective Affiliates, and who are GTL's representatives on the
Committee.

      "GTL Interest Payment Notice" means written notice delivered to the
holders of the CPEOs and the Partnership notifying them (i) whether GTL has
elected to defer the payment of an interest payment pursuant to a GTL Deferral
Election and (ii) if it has not elected to defer such interest, whether GTL is
paying the installment of interest due on the applicable interest payment date
in (A) cash, (B) GTL Common Stock or (C) through any combination of the
foregoing. Such Notice shall be delivered at least 12 Business Days prior to the
applicable interest payment date and shall contain any information pertinent to
such payment.

      "GTL Offerings" has the meaning specified in the recitals.

      "GTL Response Redemption Notice" means written notice delivered to the
holders of the CPEOs and the Partnership, with a copy to the Trustee, notifying
them of whether GTL is paying the redemption price of and interest (including
any applicable interest make-whole payment) on such CPEOs in (i) cash, (ii) GTL


                                      -11-
<PAGE>   16
Common Stock or (iii) through any combination of the foregoing. Such Notice
shall be delivered at least 12 Business Days prior to the applicable redemption
date and shall contain any information pertinent to such redemption.

      "General Partner" means LQSS or GTL or both, as the context may require,
or any successor general partners admitted as such.

      "Global Service Date" has the meaning specified in the Service Provider
Agreements.

      "Globalstar Credit Agreement" means that certain Credit Agreement dated as
of December 15, 1995, among the Partnership, Chemical Bank and the banks
signatories thereto.

      "Globalstar Interest Payment Notice" means written notice delivered to
GTL, with a copy to the Trustee, by the Partnership notifying GTL of (i) whether
the Partnership has elected to defer the applicable Scheduled Distribution
pursuant to the provisions of this Agreement and (ii) if it has not elected to
defer such Scheduled Distribution, whether it will pay such Scheduled
Distribution (A) in cash, (B) by delivery of Ordinary Partnership Interests or
(C) through any combination of the foregoing. Such Notice shall be delivered at
least 20 Business Days prior to the applicable Scheduled Distribution Payment
Date and shall contain any other information required by Section 2.3 of Schedule
C to this Agreement.

      "Globalstar Redemption Notice" means written notice delivered to GTL by
the Partnership notifying GTL of (i) the Partnership's election to redeem any
Preferred Partnership Interests pursuant to the provisions of this Agreement and
(ii) whether it will make such redemption (A) in cash, (B) by delivery of
Ordinary Partnership Interests or (C) through any combination of the foregoing.
Such Notice shall be delivered at least 20 Business Days prior to the applicable
Redemption Date and shall contain the information required by Section 2.3 of
Schedule C to this Agreement.

      "Globalstar System" has the meaning specified in Section 3.1.

      "Governing Documents" has the meaning specified in Section 6.13(b).

      "Indebtedness" means the principal amount of all secured or unsecured
indebtedness for borrowed money of the Partnership, the amount of all guarantees
of such indebtedness, the amount of the purchase price in any sale and leaseback
transaction accounted for as a capital lease under GAAP, and any
interest-bearing vendor financing treated as debt under GAAP.

      "Indenture" means that certain Indenture, dated as of March 6, 1996,
between GTL and the Trustee.


                                      -12-
<PAGE>   17
      "Initial Closing" means the closing at which GTL was first admitted to the
Partnership pursuant to Section 4.1(c) hereof.

      "Initial Purchasers" means the initial purchasers of the CPEOs set
forth in the Purchase Agreement.

      "In-Service Year" means a period of twelve consecutive calendar months,
beginning on the Global Service Date, or beginning on any anniversary of such
date.

      "Joint Venture Company" has the meaning specified in the Service
Provider Agreements.

      "Limited Partners" means all of the limited partners listed on the
signature page hereto and any Additional Limited Partners admitted as such
pursuant to Section 4.4 hereof, or any successor limited partners admitted as
such pursuant to the terms of this Agreement.

      "Liquidator" has the meaning specified in Section 13.3.

      "Loral SpaceCom" means, if prior to April 22, 1996, Loral Corporation,
a New York corporation, and if thereafter, Loral Space & Communications Ltd, a
Bermuda company.

      "Losses" has the meaning specified in Section 6.10.

      "LQP" means Loral/QUALCOMM Partnership, L.P., the general partner of
LQSS.

      "LQSS" means Loral/QUALCOMM Satellite Services, L.P. or an Affiliate
thereof.

      "LQSS Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of LQSS, dated March 23, 1994, as modified, supplemented or
amended in accordance with the terms thereof.

      "Majority in Interest of the Partners" means, as to any action or proposed
action by the Partnership, approval of such action by a majority of votes cast
at a Representatives Meeting held in accordance with Section 6.2(g).

      "Managing General Partner" means LQSS or any successor to LQSS continuing
the business of the Partnership as a managing general partner.

      "Mandatory Redemption Date" means March 1, 2006; provided, however, that,
if such date shall not be a Business Day, then the Mandatory Redemption Date
shall be the next Business Day.

      "Minimum Gain" has the meaning specified in Treasury Regulation Section
1.704-2(b)(2) for "partnership minimum gain".


                                      -13-
<PAGE>   18
      "Mutual Non-Disclosure Agreement" has the meaning specified in Section
15.6.

      "Nonperformance" means the substantial and continuing failure by a General
Partner to perform its material obligations under the Agreement and/or such
continued negligence or misconduct by the General Partner resulting in a
material adverse effect upon the assets or business of the Partnership that is
not otherwise cured by the General Partner and/or knowing breach of specific
provisions of this Agreement and/or fraud or willful misconduct on the part of
the General Partner.

      "Notice Date" means the date of mailing of a notice of provisional
redemption of CPEOs by GTL to the holders of CPEOs.

      "Offerees" has the meaning specified in Section 10.3.

      "Offering Memorandum" means the offering memorandum, dated February 29,
1996, relating to the CPEOs.

      "Operating Expenses" means operating expenses of the Partnership,
excluding only Project related items as detailed in the Sources and Uses of
Funds Statement of the Original Business Plan and the compensation referred to
in Section 6.6.

      "Operating Income" means the gross income and gains of the Partnership for
federal income tax purposes plus, (a) income of the Partnership exempt from
taxation and described in Code Section 705(a)(1)(B) and (b) the excess, if any,
of the fair market value of distributed property (other than distributed
property taken into account in computing Capital Transaction Gain or Capital
Transaction Loss) over its Book Value. The term does not include COD Income or
Capital Transaction Gain. In computing Operating Income, items of income and
gain relating to Partnership assets shall be computed based upon the Book Values
of the Partnership's assets rather than upon the assets' adjusted basis for
federal income tax purposes.

      "Operating Loss" means the deductions and losses of the Partnership for
federal income tax purposes, plus (a) items of expenditure described in Code
Section 705(a)(2)(B), (b) the amount referred to in Section 4.1(b)(iii) and (c)
the excess, if any, of the Book Value of distributed property (other than
distributed property taken into account in computing Capital Transaction Gain or
Capital Transaction Loss) over its fair market value. The term does not include
Capital Transaction Loss. In computing Operating Loss, items of deduction and
loss relating to the Partnership's assets shall be computed based upon the Book
Values of the Partnership's assets rather than upon the assets' adjusted basis
for federal income tax purposes.

      "Optional Redemption" has the meaning specified in Section 2.7 of Schedule
C to this Agreement.


                                      -14-
<PAGE>   19
      "Optional Redemption Date" means the Redemption Date for an Optional
Redemption as specified in Section 2.7 of Schedule C to this Agreement.

      "Ordinary Partnership Interests" or "OPIs" means partnership interests,
general or limited, as the case may be, in the Partnership, which interests are
not entitled to the preferential allocation of profits and losses set forth in
Section 5.1(a).

      "Original Business Plan" means the business plan of the Partnership for
the construction, launch and operation of the first and second generations of
satellite constellations (including forecasts of operating expenses, capital
expenditures, revenues, cash balances (including cash balances set aside in
reserve for capital expenditures) and financial structure (i.e. debt and equity
capital requirements)), dated March 15, 1994, as restated to the same or a
greater level of detail (with a full reconciliation, but not otherwise modified
or amended) consistent with GAAP, and including a capital expenditure budget
consistent therewith prepared on a cash basis.

      "Outstanding" when used with respect to PPIs means, as of the date of
determination, all PPIs issued pursuant to this Agreement except PPIs
theretofore canceled by the Partnership or delivered to the Partnership for
cancellation, pursuant to redemption or conversion.

      "Partner" means the General Partners or the Limited Partners, or both,
as the context may require.

      "Partner Minimum Gain" means "partner nonrecourse debt minimum gain" as
defined in Treasury Regulation Section 1.704-2(i)(2).

      "Partnership" means the limited partnership established by this
Agreement.

      "Partnership Agreement" or this "Agreement" means this Amended and
Restated Agreement of Limited Partnership of Globalstar, L.P., as the same may
be modified, supplemented, or amended in accordance with the terms hereof.

      "Partnership Interest" means an interest (whether ordinary or preferred as
the context may require) in the Partnership of a General Partner, a Limited
Partner, or both, as the context may require, provided, however, that with
respect to matters relating to the voting of Partnership Interests, except as
provided in Section 13.2, the term shall refer only to Ordinary Partnership
Interests. The Partners' respective equity interests in the Partnership are
represented by the Partnership Interests they hold, as set forth on Schedule A
of this Agreement.

      "Percentage Interest" means the ratio, expressed as a percentage, that the
number of Ordinary Partnership Interests held


                                      -15-
<PAGE>   20
by a Partner bears to the total number of Ordinary Partnership Interests
outstanding.

      "Person" means an individual or a corporation, partnership, trust,
unincorporated organization, association or other entity.

      "Preemptive Securities" has the meaning specified in Section 4.9.

      "Preferred Partnership Interests" or "PPIs" means general partnership
interests in the Partnership, the capital contributions for which are set forth
in Section 4.1(d) and for which separate Capital Accounts will be maintained and
that have the right to convert into Ordinary Partnership Interests as set forth
in Article III of Schedule C hereto, the right to distributions set forth in
Section 5.5(a) and the right to allocations set forth in Section 5.1(a) and that
are subject to redemption under Article II of Schedule C hereto.

      "Preliminary Service Date" has the meaning specified in the Service
Provider Agreement.

      "Project" means each of the following: for each generation of satellites,
each line item detailed in the Sources and Uses of Funds Statement of the
Original Business Plan under the Use of Funds Heading, except those under S/T
Operations).

      "Provisional Redemption" has the meaning specified in Section 2.6 of
Schedule C to this Agreement.

      "Provisional Redemption Date" means the Redemption Date for a Provisional
Redemption as specified in Section 2.6 of Schedule C to this Agreement.

      "Purchase Agreement" means that certain Purchase Agreement, dated
February 29, 1996, among GTL, the Partnership and Lehman Brothers Inc., Bear,
Stearns & Co. Inc., Donaldson, Lufkin & Jenrette Securities Corporation and
Unterberg Harris as the Initial Purchasers.

      "Qualcomm" means QUALCOMM Incorporated.

      "Redemption Date", when used with respect to any PPI to be redeemed, means
the date fixed for such redemption by or pursuant to this Agreement and includes
the Provisional Redemption Date, the Optional Redemption Date and Mandatory
Redemption Date, as the case may be.

      "Redemption Price", when used with respect to any PPI to be redeemed,
means the price at which it is to be redeemed pursuant to this Agreement.

      "Regular Record Date" for the distribution payable on any Scheduled
Distribution Payment Date means February 15, May 15,


                                      -16-
<PAGE>   21
August 15 or November 15 (whether or not a Business Day), as the case may be,
next preceding such Scheduled Distribution Payment Date.

      "Remaining Contribution" has the meaning specified in Section 4.5(c)
hereof.

      "Representatives Meeting" has the meaning specified in Section 6.2(g).

      "SS/L" means Space Systems/Loral, Inc., a Delaware corporation.

      "Scheduled Distribution" means the distribution payable on a Scheduled
Distribution Date by the Partnership in respect of the PPIs, which payment,
subject to Section 5.5(d), may be deferred by the Committee in its sole
discretion.

      "Scheduled Distribution Payment Date" means March 1, June 1, September 1
and December 1, commencing June 1, 1996; provided, however, that if such date
shall not be a Business Day, then such date shall be the next Business Day.

      "Significant Variance" means, as applicable:

      (i)  a cumulative adverse variance (net of any favorable variances) in
capital expenditures for any Project:

            (x) in the case of any Business Plan, as measured over such
            Project's planned remaining life from the beginning of such Business
            Plan plus the actual capital expenditures from the beginning of such
            Project until the beginning of the period to which such Business
            Plan relates;

            (y) in the case of any Annual Budget, as measured by the actual
            capital expenditure from the beginning of such Project until the
            beginning of the year to which such Annual Budget relates plus the
            amount of such expenditure as projected in such Annual Budget;

compared in each case with the then current Baseline Business Plan, which
exceeds 10% of the total cumulative capital expenditure for such Project over
such Project's planned life as shown in such Baseline Business Plan; or

      (ii) an adverse variance in total Operating Expenses in any fiscal year
that exceeds 10% of the amount set forth in the then current Baseline Business
Plan for such year;

provided that the amount of each Significant Variance will be subject to
adjustment to account for increases in the Consumer Price Index which are in
excess of the inflation assumptions, if any, used in the preparation of the
applicable Baseline Business


                                      -17-
<PAGE>   22
Plan, it being understood and agreed that the Original Business Plan used a 4%
per annum inflation assumption, compounded annually and such increases for
inflation will apply to expenses or expenditures for Projects set forth in the
then current Baseline Business Plan which are fixed by contractual terms from
and after the date of the applicable contracts only to the extent provided for
in such contracts.

      "Sale Notice" has the meaning specified in Section 4.9.

      "Section 704(c) Asset" has the meaning specified in Section 5.3.

      "Securities Act" means the Securities Act of 1933, as from time to time
amended, and any successor to such statute.

      "Service Provider" has the meaning specified in the Service Provider
Agreement.

      "Service Provider Agreement" means each of the agreements between the
Partnership and a Partner or its Affiliate or Joint Venture Company, pursuant to
which such Person provides to its subscribers the services of the Globalstar
System.

      "Similar Satellite Service" has the meaning specified in the Service
Provider Agreement.

      "Stated Value" shall equal $310,000,000 in the aggregate.

      "Strategic Partners" means the limited partners in any of Globalstar,
LQSS or LQP.

      "Subscription Agreement" means the agreement entered into by each General
Partner and each Limited Partner prior to becoming a Partner or, in the case of
TESAM, Loral SpaceCom and Loral/DASA Globalstar, L.P., the agreement entered
into by the assignor of their respective Partnership Interests.

      "System Specification" means the specifications for the Globalstar System
dated February 1, 1994, No. LQSS/SS/94-0001, heretofore delivered to the
Partners.

      "Trading Day" means (a) if the GTL Common Stock is listed or admitted for
trading on the New York Stock Exchange or another national securities exchange,
a day on which such GTL Common Stock actually trades on the New York Stock
Exchange or another national securities exchange, (b) if the GTL Common Stock is
quoted on the Nasdaq National Market, a day on which the GTL Common Stock
actually trades or (c) if the GTL Common Stock is not so listed, admitted for
trading or quoted, any Business Day on which the GTL Common Stock actually
trades.

      "Transferor" has the meaning specified in Section 10.3.


                                      -18-
<PAGE>   23
      "Trigger Percentages" means the percentages set forth in Section 2.6 of
Schedule C to this Agreement that triggers the Partnership's option to redeem
the PPIs pursuant to a Provisional Redemption.

      "Trustee" means the Person named as the "Trustee" in the Indenture and
any successor Trustee.

      "Upper Tier Partner" means any Partner in either LQSS or LQP.

      "Upper Tier Partnership" means LQP or LQSS.

      "Usage Fees" has the meaning specified in the Service Provider
Agreements.



                                  ARTICLE III.
                                     PURPOSE

      SECTION 3.1. Purpose. The purpose and business of the Partnership shall
be:

      (a) to develop, design, deploy, own and operate a worldwide low-earth
orbit satellite-based digital telecommunication system (the "Globalstar System")
which is more fully described in the Globalstar Descriptive Memorandum, dated
March 1993, as supplemented by the Supplement thereto, dated March 1994 (the
"Descriptive Memorandum") and to engage in the business of providing satellite
communications and communications related services, including but not limited to
voice, data, paging and geolocation services, and search and rescue, disaster
relief and environmental and industrial monitoring and control services through
the Globalstar System to Service Providers;

      (b) to acquire, hold, own, operate, lease, manage, maintain, improve,
repair, replace, reconstruct, sell or otherwise dispose of and use the assets of
the Partnership; and

      (c) to enter into any lawful transaction and engage in any lawful activity
incidental to or in furtherance of the foregoing purposes.



                                   ARTICLE IV.
                              CAPITAL CONTRIBUTIONS

      SECTION 4.1. General Partners. (a) LQSS has made, or will make, at the
times and in the amounts set forth in its Subscription Agreement, cash Capital
Contributions to the Partnership in the amount set forth in Schedule A hereto in
return for 18,000,000 Ordinary Partnership Interests.


                                      -19-
<PAGE>   24
      (b) The amount of cash LQSS is required to contribute pursuant to Section
4.1(a) shall be reduced by the amount of expenditures designated by LQSS and
paid or incurred strictly on the Partnership's behalf after December 31, 1992
and prior to March 23, 1994, provided that any property or rights produced by
such expenditures shall be contributed to the Partnership. Credit will only be
given for expenditures for preexisting goodwill and intangibles of LQSS and its
Affiliates if such goodwill or intangibles are purchased from parties other than
LQSS, Upper Tier Partners or their Affiliates or created in connection with the
business to be conducted by the Partnership. The amount of this reduction shall
be allocated by the Partnership on its books and records to (i) the right (which
LQSS shall cause to be transferred to the Partnership) to cause LQP to utilize
the FCC Applications and, when granted, the FCC licenses, to operate the
Globalstar System, exclusively through, and for the exclusive benefit of, the
Partnership, (ii) any other property or rights contributed to the Partnership
under this Section 4.1(b) and (iii) other expenditures described in this Section
4.1(b) that did not produce property to be contributed to the Partnership under
this Section . Nothing in this provision shall alter the ownership of
intellectual property as provided in the Contract for Development of Globalstar
Ground Communication Segment Equipment between Globalstar and Qualcomm dated
March 18, 1994.

      (c) GTL has made cash Capital Contributions to the Partnership in the
amount of $186 million in return for 10,000,000 Ordinary Partnership Interests.

      (d) On the CPEO Effective Date, GTL will contribute the net proceeds of
the CPEO Offering to the Partnership as described in the Offering Memorandum in
return for PPIs with an aggregate face amount equal to the principal amount of
the CPEOs issued by GTL in the CPEO Offering. The face amount of each PPI shall
be $65. The aggregate contribution and face amount of the PPIs shall be set
forth in Schedule A. If on or after the CPEO Effective Date, the over-allotment
option granted to the Initial Purchasers is exercised (as described in the
Offering Memorandum), in full or in part, then GTL shall contribute the
additional net proceeds from the exercise of such option to the Partnership in
return for additional PPIs which shall be reflected in a similar manner in
Schedule A.

      SECTION 4.2. Limited Partners. Each Limited Partner has made, or will make
at the times and in the amounts set forth in its Subscription Agreement, cash
Capital Contributions to the Partnership in the amount set forth on Schedule A
hereto in return for the number of Ordinary Partnership Interests set forth on
such Schedule A. The total number of such Partnership Interests is 19,000,000.

      SECTION 4.3. Additional Contribution. No Partner is required to make any
additional Capital Contribution to the


                                      -20-
<PAGE>   25
Partnership beyond its capital commitment set forth in Sections 4.1 and 4.2
above.

      SECTION 4.4. Additional Limited Partners. Subject to Sections 4.9 and
4.10, the Partnership is hereby authorized to offer Additional Partnership
Interests, and to admit as Limited Partners those Persons who subscribe to
purchase Additional Partnership Interests and who are acceptable to the
Committee. At each Additional Closing, the Capital Contributions of those
Persons then being admitted as Additional Limited Partners shall be transferred
to the Partnership, which amounts shall be credited to their respective Capital
Accounts pursuant to Section 4.5 hereof. Upon acceptance by the Committee of the
subscription agreement of a Person subscribing to Additional Partnership
Interests, the schedule of Partners as set forth on Schedule A hereto shall be
amended to reflect such Person's name and Capital Contribution and such Person
will be admitted as an Additional Limited Partner.

      SECTION 4.5. Capital Accounts. (a) The Partnership shall maintain a
separate account for each class of Partnership Interests held by a Partner as
part of its books and records. A Partner's "Capital Account" for a class of
Partnership Interests shall be credited with (a) the amount of cash contributed
to the Partnership by the Partner, and, in addition in the case of LQSS, the
Book Value of any property contributed and the amount referred to in Section
4.1(b)(iii), (b) allocations of Adjusted Income, Operating Income, Capital
Transaction Gain and COD Income to the Partner and (c) the amount of any
Partnership liabilities assumed (or taken subject to) by such Partner and shall
be debited with (d) allocations of Operating Loss and Capital Transaction Loss
to the Partner and (e) the amount of cash distributions and the fair market
value of any property distributed to the Partner and (f) the amount of any
Partner liabilities assumed (or taken subject to) by the Partnership. The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations
under Section 704(b) of the Code and, to the extent not inconsistent with the
provisions of this Agreement, shall be interpreted and applied in a manner
consistent with such Regulations.

      (b) A transferee of a Partnership Interest will succeed to the portion of
the Capital Account of the Partner transferring such Partnership Interest which
relates to the Partnership Interest transferred.

      (c) If the Partnership distributes OPIs with respect to PPIs under Section
5.5(a)(iii), a portion of the Adjusted Capital Account for such PPIs will be
transferred to such OPIs. The transferred amount shall be equal to the lesser
of: (i) the amount of the cash distribution obligation on the PPIs discharged by
the distribution of such OPIs, (ii) the excess, if any, of the prior allocations
of Adjusted Income to such PPIs under Sections


                                      -21-
<PAGE>   26
5.1(a)(i) and (iii) over the sum of the prior allocations of Loss to such PPIs
under Section 5.1(c)(iii), prior and current distributions on such PPIs under
Section 5.5(a)(ii) not paid in OPIs and the initial Adjusted Capital Accounts of
OPIs previously issued in payment of distributions under Section 5.5(a)(ii) or
(iii) an amount per distributed OPI equal to the Adjusted Capital Account for
outstanding OPI with the highest Adjusted Capital Account. Any excess of (ii)
over the lesser of (i) or (iii), shall be transferred among the Partnership
Interests as provided in Subsection (e).

      (d) If the Partnership distributes OPIs in connection with a redemption or
conversion of PPIs under Article II or III of Schedule C hereto, the Adjusted
Capital Account of the redeemed or converted PPIs (after reduction for any cash
or the fair market value of other property paid by the Partnership as part of
the redemption or conversion) shall be transferred to such distributed OPIs;
provided, however, that the amount transferred shall not exceed an amount per
distributed OPI equal to the Adjusted Capital Account for the outstanding OPI
with the highest Adjusted Capital Account. Any portion of the Adjusted Capital
Account of the redeemed or converted PPI that cannot be transferred to the
distributed OPIs, shall be transferred among the Partnership Interests as
provided in Subsection (e).

      (e) The excess amounts described in Subsections (c) and (d) shall be
transferred first to the PPIs as if it were Adjusted Income to the extent
provided for in the allocation of Adjusted Income under Section 5.1(a), then
under Section 5.1(b) and then to all OPIs (including the OPIs being distributed)
in accordance with their Percentage Interests.

      SECTION 4.6. Interest. No interest shall be paid by the Partnership on
Capital Contributions, on balances in Partners' Capital Accounts or on any other
funds distributed or distributable under this Agreement.

      SECTION 4.7. No Withdrawal. No Partner shall have the right to the
withdrawal or reduction of any part of its Capital Contribution. It is the
intent of the Partners that no distribution to the Limited Partners of cash
pursuant to Section 5.5 shall be deemed a return or withdrawal of capital, even
if such return or distribution represents, for federal income tax purposes or
otherwise (in whole or in part), a distribution of depreciation or any other
non-cash item accounted for as a loss or deduction from or offset to the
Partnership's income, and that the Limited Partners shall not be obligated to
pay any such amount to, or for the account of, the Partnership or any creditor
of the Partnership; provided, however, that if any court of competent
jurisdiction holds that, notwithstanding the provisions of this Agreement, any
Limited Partner is obligated to make any such payment, such obligation shall be
the obligation of such Limited Partner and not of the General Partners.


                                      -22-
<PAGE>   27
      SECTION 4.8. Loans. Loans by a Partner to the Partnership shall not be
considered Capital Contributions.

      SECTION 4.9. Preemptive Rights. The Partnership hereby grants to the
Partners a preemptive right, in accordance with the procedures set forth in this
Section 4.9, with respect to the issuance and sale by the Partnership of
Additional Partnership Interests or Debt Securities (each referred to
hereinafter as "Preemptive Securities"); provided, however, the Partners shall
have no preemptive rights with respect to Preemptive Securities issued pursuant
to Section 4.10(a)(i) in connection with the execution of a Service Provider
Agreement or pursuant to or in connection with an underwritten public offering.

      (a) At least 30 days prior to the sale of Preemptive Securities to which
this preemptive right applies, the Partnership shall deliver a written notice (a
"Sale Notice") to each Partner setting forth (i) the number of Preemptive
Securities to be sold, (ii) the price for which and other terms and conditions
upon which such Preemptive Securities are to be sold, and (iii) all written
information distributed to offerees of such Preemptive Securities, together with
the following irrevocable offer from the Partnership:

      to issue and sell to each Partner, at the same price per Preemptive
      Security and on the same other terms and conditions set forth in the Sale
      Notice: (i) in the case of Additional Partnership Interests, the number of
      Additional Partnership Interests which shall equal the sum of (A) the
      product of the total number of Additional Partnership Interests set forth
      in the Sale Notice multiplied by the Partner's Percentage Interest,
      calculated at the time of the Sale Notice and (B) such Partner's pro rata
      share (calculated as set forth above) of any such Additional Partnership
      Interests offered to, but not purchased by, other Partners and (ii) in the
      case of Debt Securities, the sum of (I) the total principal amount of Debt
      Securities being issued multiplied by such Partner's Percentage Interest
      and (II) such Partner's pro rata share (calculated as set forth above) of
      any such Debt Securities offered to, but not purchased by, other Partners.

      (b) The Partners shall have absolute discretion to accept or decline such
offers. If a Partner wishes to accept any of the offers made pursuant to this
Section 4.9, it shall give the Partnership irrevocable written notice of its
election to accept such offer within 15 days of its receipt of the applicable
Sale Notice (which notice may specify acceptance of all securities offered in
the Sale Notice, or acceptance of up to a number or principal amount thereof as
specified therein) and the closing thereunder shall occur five days thereafter
(or, if not a Business Day, on the next Business Day thereafter) at the offices
of the Partnership or at such other time and place as the parties


                                      -23-
<PAGE>   28
shall agree. Promptly after expiration of the acceptance period, the Partnership
will give accepting Partners notice of the actual number of Preemptive
Securities to be purchased by them pursuant to the Sale Notice.

      (c) In connection with any proposed or contemplated sale of Preemptive
Securities, upon the request of the Partnership, each Partner shall indicate to
the Partnership its good faith intentions (which indications shall not be
binding) with respect to whether or not it will exercise the preemptive rights
described herein.

      SECTION 4.10. Sale of Partnership Interests and Partnership Securities.
(a) Subject to the provisions of Section 4.9 and this Section 4.10, the
Partnership may, upon the determination of the Committee, issue or sell, on such
terms as the Committee deems appropriate and in the best interests of the
Partnership:


            (i) Additional Partnership Interests to Additional Limited Partners
      or Partners from time to time or to other Persons and to admit them to the
      Partnership as Additional Limited Partners pursuant to Section 4.4 hereof,
      without being required to obtain the approval of the Limited Partners or
      any other persons who may acquire an interest in the Partnership
      Interests, provided, that such Additional Partnership Interests may not be
      issued at a price that is less than $12.50 per Partnership Interest
      without the Consent of the Partners, provided further that no additional
      Partner shall be admitted to the Partnership without the Consent of the
      Partners, which consent shall not be unreasonably withheld. In addition,
      if any Partner shall have specified to the Partnership on or prior to
      March 31, 1994 the names of any third parties, no such third party, nor
      any of its Affiliates, will be admitted as an Additional Limited Partner
      without the prior, written consent of the specifying Partner.

            (ii) Subject to Sections 4.9 and 4.10(b) hereof, any other type of
      security of the Partnership from time to time to Partners or other persons
      on terms and conditions established in the sole and complete discretion of
      the Committee, all without the approval of the Partners or any other
      person who may acquire any other type of security of the Partnership,
      including, without limitation, unsecured and secured debt obligations of
      the Partnership, debt obligations of the Partnership convertible into any
      class or series of Partnership Interests that may be issued by the
      Partnership, options, rights or warrants to purchase any such class or
      series of Partnership Interests or any combination of any of the
      foregoing. The Partnership is also authorized to enter into sale and
      leaseback transactions with respect to all or any part of the assets of
      the Partnership. Subject to subsection (b) below, there


                                      -24-
<PAGE>   29
      shall be no limit on the number of Partnership Interests or other
      securities that may be so issued, and except as set forth in Section
      4.10(a)(i) hereto, the Committee shall have the sole and complete
      discretion in determining the consideration and terms and conditions with
      respect to any future issuance of Partnership Interests or other
      securities.

      (b) The Partnership shall not at any time issue or reserve for issuance
Additional Partnership Interests or other equity interests if, immediately after
such issuance, the number of Partnership Interests outstanding or reserved for
issuance would exceed the Authorized Partnership Interests.

      (c) The Partnership shall not incur any Indebtedness if, immediately after
the incurrence thereof, the Partnership's outstanding Indebtedness would exceed
110% of the maximum amount of debt obligations contemplated over the life of the
then current Baseline Business Plan.

      SECTION 4.11. Business Plans. (a) The Committee shall annually prepare a
Business Plan which contains the following elements: (i) a budget for the
forthcoming financial year on a quarterly basis (the "Annual Budget")
substantially in the same level of detail as the then current Baseline Business
Plan and (ii) for the design and operational lifetime of each generation of
satellites at the time under active development or design, or currently in
orbit:

      (A) Schedules of estimated capital expenditures for each year, segregated
      by Project and showing the estimated cost for each year until completion
      of the Project;

      (B) Schedules of sources and uses of funds for each such year;

      (C) a projected income and expense statement for each such year; and

      (D) projected year-end balance sheet for each such year.

      Unless it shall have first obtained the Consent of the Partners, the
Committee shall not adopt or otherwise approve any Business Plan or Annual
Budget containing any Significant Variance from the then-current Baseline
Business Plan, provided that where Consent of the Partners is obtained with
respect to any Significant Variance, further Consent of the Partners will be
required for any subsequent unfavorable variance from the amounts so approved.
Where any Business Plan and/or any Annual Budget contains more than one
Significant Variance, then a separate Consent of the Partners shall be sought
for each such Significant Variance. The Business Plan and the Annual Budget will
not otherwise require the approval of the Partners. Except as otherwise provided
in this Agreement, the General Partners will not be liable to the Partnership or
any


                                      -25-
<PAGE>   30
Limited Partner solely for any failure to achieve any Business Plan or Annual
Budget, or any element thereof which does not amount to Nonperformance.

      (b) At least 90 days prior to the beginning of the year in which
expenditures (excluding cumulative expenditures of $1,500,000 or less pertaining
to the preparation of the new Baseline Business Plan) relating to a new
generation of satellites are anticipated (except, insofar as the second
generation is concerned, in the case that the Original Business Plan is in
effect as the Baseline Business Plan therefor), the Committee will submit to the
Partners for their approval a proposed new Baseline Business Plan for the
Partnership covering the period through the expected useful life of such next
generation which, if approved with the consent of a Majority in Interest of the
Partners, will constitute a new Baseline Business Plan, provided that, for
purposes of such approval, the votes of the Managing General Partner will be
cast in favor of such approval if the proposed Baseline Business Plan in
question meets the return on investment criteria set forth in Section 6.2(f),
and, unless GTL is the Managing General Partner, the vote of GTL will be
determined by the GTL Independent Directors. In the event a proposed Baseline
Business Plan is submitted for such a vote and is not so approved, no Limited
Partner voting against such approval or any of its Affiliates or Joint Venture
Companies will have rights under Article 6.1 of the applicable Founding Service
Provider Agreement (as such term is defined in the Service Provider Agreements)
to purchase the assets of the Partnership.

      SECTION 4.12. Limitation on a Limited Partner's Ownership. No individual
Limited Partner (other than a corporation formed solely for the purpose of
holding Partnership Interests, all of whose shares are offered to the public in
an underwritten public offering) may acquire more than 20% of the Partnership
Interests in the Partnership without the consent of the Committee and the
Consent of the Disinterested Partners.



                                   ARTICLE V.
                     ALLOCATIONS, DISTRIBUTIONS AND SERVICE
                               PROVIDER AGREEMENTS

      SECTION 5.1. Allocations Generally. After the allocations in Sections 5.2
and 5.4 at the end of each Accounting Period, Adjusted Income, Operating Income,
Operating Loss, Capital Transaction Gain and Capital Transaction Loss will be
allocated as follows:

      (a) Allocation of Adjusted Income to PPIs. Adjusted Income will be
allocated to the Capital Account maintained for the outstanding PPIs:


                                      -26-
<PAGE>   31
            (i) in the amount equal to the excess of prior allocations of
      Operating Loss and Capital Transaction Loss to currently outstanding PPIs
      under subsections (c)(iii) over prior allocations to them under this
      subsection (a)(i);

            (ii) then in the amount necessary to bring the Capital Account of
      each outstanding PPI to $65;

            (iii) then in an amount equal to a cumulative 6 and 1/2% per annum
      simple interest return on the face amount of each outstanding PPI; this
      return shall be computed on the basis of a 360-day year with twelve 30-day
      months;

            (iv) then in an amount equal to the excess of (x) the cumulative
      United States federal, state and local income taxes imposed on the
      cumulative excess of the amounts of income allocated to PPIs under this
      Agreement (including allocations under this Subsection (a)(iv) and
      Subsection (a)(v) that are subject to tax by those jurisdictions over the
      amounts of tax losses allocated to the PPIs pursuant to this Agreement
      that, under the laws of the particular jurisdiction, could be carried back
      or carried over to offset such taxable income by a Bermuda company holding
      the PPIs that was not engaged in business in the United States otherwise
      than by being a Partner in the Partnership over (y) prior allocations
      under this Section 5.1(a)(iv);

            (v) then in an amount equal to the excess of the sum of (x) the
      cumulative amounts of branch profits taxes that were imposed on the holder
      of each outstanding PPI under Section 884 of the Code for prior and
      current actual or deemed distributions with respect to such interest and
      (y) the branch profits tax that will be imposed on the holder of such
      interest under Code section 884 upon the future actual or deemed
      distribution of taxable amounts allocated to such interests under this
      Agreement (including allocations under Subsection (a)(iv) (excluding
      allocations for federal income taxes) and this Subsection (a)(v)) over (z)
      prior allocations under this Section 5.1(a)(v).

      (b) Allocation of Adjusted Income to OPIs. Adjusted Income will then be
allocated to OPIs that were issued under Section 5.5(a)(iii), Section 1.2(b) of
Schedule C or Article III of Schedule C, in proportion to, and to the extent
that, the Adjusted Capital Account for each such OPI is less than the Adjusted
Capital Account for the outstanding OPI with the highest Adjusted Capital
Account.

      (c) Operating Loss and Capital Transaction Loss. Operating Loss in excess
of any remaining Operating Income after the allocations set forth above and then
Capital Transaction Loss in excess of any remaining Capital Transaction Gain
after the allocations set forth above shall be allocated:


                                      -27-
<PAGE>   32
            (i) among the Partners holding OPIs in accordance with their
      Percentage Interests until the Adjusted Capital Account for the OPIs of
      such a Partner is reduced to zero;

            (ii) then, among such Partners in proportion to, and to the
      extent of, their Adjusted Capital Accounts for their OPIs;

            (iii) then, to the holders of outstanding PPIs in proportion to,
      and to the extent of, the Adjusted Capital Accounts for their PPIs;
      and

            (iv) then, among the General Partners in proportion to their
      Percentage Interests.

      (d) Operating Income. Any Operating Income remaining after the allocations
set forth above in excess of Operating Loss will be allocated among the Partners
holding Ordinary Partnership Interests in proportion to, and to the extent of,
distributions to be made with respect to such OPIs under Section 5.5(b), then in
proportion to, and to the extent of, negative Adjusted Capital Account balances
for one or more OPIs, and then in accordance with Percentage Interests.

      (e)  Capital Transaction Gain.  Any Capital Transaction Gain remaining
after the allocations set forth above in excess of Capital Transaction Loss
will be allocated among the Partners holding OPIs (other than a Delinquent
Partner);

            (i) In proportion to, and to the extent of, negative Adjusted
      Capital Account balances for one or more OPIs;

            (ii) Then, in proportion to the relative amount for each holder of
      an OPI that is equal to the excess of its Capital Commitment for that OPI
      over the sum of its Adjusted Capital Account balance for that OPI and
      prior distributions to it under Section 5.5 until the Adjusted Capital
      Accounts of the Limited Partners and GTL with respect to OPIs acquired on
      or prior to the GTL Effective Date are equal to the excess of their
      Capital Commitments with respect to such OPIs over prior distributions to
      them with respect to such OPIs under Section 5.5;

            (iii) Then, to LQSS until the Adjusted Capital Account of LQSS with
      respect to its OPIs acquired prior to the GTL Effective Date is equal to
      the excess of its Capital Commitment with respect to such Partnership
      Interests over prior distributions to it with respect to such OPIs under
      Section 5.5;

            (iv) Then, 75% to LQSS and 25% to the other Partners until the ratio
      of LQSS's Adjusted Capital Account for its OPIs to the Adjusted Capital
      Accounts of all OPIs is equal to the ratio of LQSS's OPIs to outstanding
      OPIs; and


                                      -28-
<PAGE>   33
            (v) Then, in accordance with Percentage Interests.

      SECTION 5.2. Regulatory Allocations.

      (a) Partnership Nonrecourse Deductions. Operating Loss and Capital
Transaction Loss attributable (under Treasury Regulation Section 1.704-2(c)) to
"partnership nonrecourse liabilities" (within the meaning of Treasury Regulation
Section 1.704-2(b)(3)) shall be allocated among the Partners in accordance with
Percentage Interests. As the allocation of partnership nonrecourse deductions
will increase the potential minimum gain chargeback under Section 5.2(d), an
allocation of partnership nonrecourse deductions under this provision will not
reduce a Partner's Adjusted Capital Account.

      (b) Partner Nonrecourse Deductions. Operating Loss and Capital Transaction
Loss attributable (under Treasury Regulation Section 1.704-2(i)(2)) to "partner
nonrecourse debt" (within the meaning of Treasury Regulation Section
1.704-2(b)(4)) shall be allocated, in accordance with Treasury Regulation
Section 1.704-2(i)(1), to the Partner who bears the economic risk of loss with
respect to the debt to which the Loss is attributable. As the allocation of
partner nonrecourse deductions will increase the potential minimum gain
chargeback under Section 5.2(e), an allocation of partner nonrecourse deductions
under this provision will not reduce a Partner's Adjusted Capital Account.

      (c) COD Income. COD Income shall be allocated among the Partners in
proportion to the deemed distribution each is deemed to receive pursuant to Code
Section 752(b) with respect to the canceled debt.

      (d) Minimum Gain Chargeback. If, in any year there is a net decrease in
Minimum Gain (other than a decrease attributable to a "book up" in the Book
Value of the Partnership's assets, a decrease offset by an increase in Partner
Minimum Gain or any other decrease for which a minimum gain chargeback is not
required under Treasury Regulation Section 1.704-2(f)), then each Partner will
be allocated Capital Transaction Gain and Operating Income equal to that
Partner's share of the net decrease in minimum gain for the year, as determined
by Treasury Regulation Section 1.704-2(g)(2). The items of Capital Transaction
Gain and Operating Income to be allocated under this section are determined
under Treasury Regulation Section 1.704-2(j)(2). In the event there is
insufficient Capital Transaction Gain and Operating Income for the year to fully
chargeback each Partner's share of the decrease in Minimum Gain, then the
chargeback for the year shall be in proportion to each Partner's share of the
decrease and any decrease that has not been charged back shall be carried over
and be treated as a decrease in Minimum Gain in the following year. This
subsection is intended to comply with the minimum gain chargeback requirement of
Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently
therewith.


                                      -29-
<PAGE>   34
      (e) Partner Minimum Gain Chargeback. If, in any year there is a net
decrease in Partner Minimum Gain (other than a decrease attributable to a "book
up" in the Book Value of the Partnership's assets, a decrease offset by an
increase in Minimum Gain or any other decrease for which a Partner Minimum Gain
chargeback is not required under Treasury Regulation Section 1.704-2(i)(4)),
then, after the allocation set forth above in Section 5.2(d), each Partner will
be allocated Capital Transaction Gain and Operating Income equal to that
Partner's share of the net decrease in Partner Minimum Gain for the year, as
determined by Treasury Regulation Section 1.704-2(i)(5). The items of Capital
Transaction Gain and Operating Income to be allocated under this section are
determined under Treasury Regulation Section 1.704-2(j)(2). In the event there
is insufficient Capital Transaction Gain and Operating Income for the year to
fully chargeback each Partner's share of the decrease in Partner Minimum Gain,
then the chargeback for the year shall be in proportion to each Partner's share
of the decrease and any decrease that has not been charged back shall be carried
over and be treated as a decrease in Partner Minimum Gain in the following year.
This subsection is intended to comply with the requirement of Treasury
Regulation Section 1.704-2(i)(4) that there be a chargeback of partner
nonrecourse debt minimum gain and shall be interpreted consistently therewith.

      (f) Qualified Income Offset. In the event any Partner received any
adjustment, allocation or distribution described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) that was not reasonably expected at the end
of the preceding year and that causes, or increases, a deficit in the Partner's
Capital Account, Capital Transaction Gain and Operating Income (composed of a
pro rata portion of each element remaining after the allocations in earlier
subsections of this section) shall be allocated to that Partner in an amount and
manner sufficient to eliminate any portion of the deficit balance in the
Partner's Capital Account that is attributable to the adjustment, allocation, or
distribution referred to above. If there is insufficient Capital Transaction
Gain and Operating Income in any year to make the allocation called for under
this subsection, then the shortfall shall be carried over to subsequent years
and will be treated as items to be offset in those years. Allocations under this
subsection will only be made to the extent that a Partner has a deficit in his
Capital Account after all other allocations provided in Article V have been
tentatively made as if this subsection were not in the Agreement. For purposes
of this subsection, a Partner's Capital Account balance shall be (a) increased
by (i) its share of Minimum Gain plus (ii) its share of Partner Minimum Gain
plus (iii) the amount, if any, by which its deficit Capital Account balance
exceeds the sum of (i) and (ii) and which the Partner is obligated to restore
(or is treated as obligated to restore under Treasury Regulation Section
1.704-1(b)(2)(ii)(c)) and (b) decreased by (i) the amount of expected
distributions in the next year from the current year's earnings plus (ii) to the
extent not previously taken into


                                      -30-
<PAGE>   35
account, the items described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) and (6).

      SECTION 5.3. Other Allocations When Book Value Differs from Tax Basis.
When the Book Value of a Partnership asset is different from its adjusted tax
basis for income tax purposes, then, solely for federal, state and local income
tax purposes and not for purposes of computing Capital Accounts, income, gain,
loss, deduction and credit with respect to such assets ("Section 704(c) Assets")
shall be allocated among the Partners to take this difference into account in
accordance with the principles of Code Section 704(c), as set forth in the
Treasury Regulation thereunder. In addition, under the principles of Treasury
Regulation Section 1.704-3(b)(2) Example 2(ii)(C), in order to prevent the
shifting of tax consequences with respect to built-in gain or built-in loss
prior to the contribution or revaluation of an item of Section 704(c) Property,
tax gain on the sale of that Section 704(c) Property shall be allocated among
the Partners to offset the ceiling rule limitation of Treasury Regulation
Section 1.704-3(b)(1).

      SECTION 5.4. Special Allocation of Foreign Taxes. If a Foreign Taxing
Jurisdiction imposes a tax upon the Partnership, upon a subsidiary of the
Partnership or upon payments to one of the foregoing and such tax is not borne
by a third party as a result of a "gross up" provision, tax indemnity or
otherwise, then, to the extent that such tax would not have been imposed on
income allocated with respect to an Ordinary Partnership Interest if any Partner
holding such Partnership Interests or a direct or indirect partner in such
Partner were subject only to United States income taxes on the income or
payments subject to tax by the Foreign Taxing Jurisdiction:

      (a) the amount of such tax shall be charged against the Capital Account of
such Partner for such Ordinary Partnership Interest and shall reduce the amounts
distributable to it under Section 5.5;

      (b) the amounts distributable to each Partner under Section 5.5 shall be
increased by an amount equal to the Partner's Percentage Interest times the
aggregate amounts specially allocated to all Partners under subsection (a)
above; and

      (c) the Partnership shall use its best efforts to provide documentation to
assist a Partner in recovering from a Foreign Taxing Jurisdiction any applicable
tax credit for taxes incurred by that Partner with respect to Globalstar income
or allocated to that Partner under this Agreement.

      SECTION 5.5. Distributions.

      (a) Distributions to Holders of PPIs.


                                      -31-
<PAGE>   36
            (i) The Partnership shall distribute pro rata on the PPIs an amount
      such that the cumulative distributions under this Subsection (a)(i) equal
      the sum of (x) the cumulative United States federal, state and local
      income taxes imposed on the cumulative excess of the amounts of income
      allocated to the PPIs under this Agreement that are subject to tax by
      those jurisdictions over the amounts of tax losses allocated to the PPIs
      pursuant to this Agreement that, under the laws of the particular
      jurisdiction, could be carried back or carried over to offset such taxable
      income by a Bermuda company holding the PPIs that was not engaged in
      business in the United States otherwise than by being a Partner in the
      Partnership and (y) the cumulative branch profits taxes imposed with
      respect to PPIs under Section 884 of the Code. Distributions under this
      Subsection (a)(i) shall be made prior to the time that the holder of the
      PPI is required to make payments to the relevant taxing authority.

            (ii) Then, on each Scheduled Distribution Payment Date,
      Distributable Cash Flow and Distributable Capital Proceeds shall be
      distributed to the holder of each outstanding PPI, until cumulative
      distributions under this Subsection (a)(ii) give each such holder a
      cumulative return in an amount equal to a cumulative 6 and 1/2% per annum
      simple interest return on the face amount of each outstanding PPI; this
      return shall be computed on the basis of a 360-day year with twelve 30-day
      months.

            (iii) The Committee may determine to pay all or any portion of the
      amount of the distributions described above in OPIs, under the procedures
      set forth in Section 1.2 of Schedule C hereto. Cash distributions under
      this Section (a) shall first be made from Distributable Cash Flow and then
      from Distributable Capital Proceeds.

            (iv) Each holder of a PPI must receive the amount described in
      Subsection (a)(i) prior to, or contemporaneously with, any distributions
      with respect to the OPIs and, except for distributions to permit the
      payment of taxes imposed on the Partners by the jurisdictions in which the
      Partnership does business, each holder of a PPI must receive the amount
      described in Subsection (a)(ii) prior to, or contemporaneously with, any
      other distributions with respect to the OPIs.

      (b) Distributions of Remaining Distributable Capital Cash Flow.
Distributions of any remaining Distributable Cash Flow shall be made among the
Partners holding OPIs in accordance with their Percentage Interests.

      (c) Distributions of Remaining Distributable Capital Proceeds.
Distributions of any Distributable Capital Proceeds remaining after the
distributions set forth above shall be made after making the allocations under
Article V through the date of


                                      -32-
<PAGE>   37
distribution among the Partners holding OPIs in accordance with their Percentage
Interests until the Adjusted Capital Account of a Partner with respect to its
OPIs is reduced to zero and then in proportion to, and to the extent of, any
positive Adjusted Capital Account balances for OPIs held by the other Partners
and then, in accordance with Percentage Interests.

      (d) Reserves. For any year, the Partnership shall distribute all
Distributable Cash Flow, provided that, except as contemplated in the following
sentence, without the Consent of the Partners, the Partnership will not
establish any reserves more than 10% in excess of the amount of reserves for
expenditures contemplated by the Business Plan currently in effect for such
period unless the establishment of reserves in a greater amount is required in
accordance with generally accepted accounting principles in the United States
("GAAP"), as confirmed in writing by the Partnership's independent accountants,
the Partnership specifies in writing to the Partners the contingency for which
such reserve is required and undertakes to release the reserve at such time as
it is no longer required in respect of such contingency. If the Partnership
shall seek to establish reserves at a level that exceeds either the 10% or the
GAAP level described above and such reserves shall not have been approved by the
Consent of the Partners ("Excess Reserve"), the Partnership may require, as a
condition to the distribution of such Excess Reserve, the indemnification of the
Partnership by each of the Partners for their share of such Excess Reserve by an
18-month surety bond or other instrument or security reasonably acceptable to
the Partnership. In order to trigger such indemnification, the Partnership must
(1) have itemized the liabilities which prompted its call for the Excess Reserve
and (2) existing reserves must be exhausted. Only then and only to the extent
necessary may such indemnification be called upon. In any event, the period of
such indemnification or the term of any surety bond purchased pursuant to this
Section shall not exceed eighteen months.

      (e) Prohibited Distributions. No distribution shall be made to a Partner
with respect to either a PPI or an OPI under this Section or a payment or
redemption under Article I and II of Schedule C hereto, if such distribution or
payment would reduce the Adjusted Capital Account for such Partnership Interest
to less than zero or such distribution is otherwise prohibited by the Globalstar
Credit Agreement or any other applicable indenture or credit agreement that the
Partnership may enter into from time to time.

      (g) Withholding Taxes. Each Partner authorizes the Partnership to withhold
and pay over any withholding or other tax payable by the Partnership as a result
of such Partner holding an interest in the Partnership. Such amounts, if
withheld from distributions to a Partner, shall be treated as a distribution to
the Partner and a payment of the withheld tax by such Partner to the appropriate
taxing authorities. In the event that current


                                      -33-
<PAGE>   38
distributions to GTL or any Limited Partner are not sufficient to cover the
withheld tax, the amount withheld in excess of the amount covered by
distributions to such Partner shall be a loan to such Partner with respect to
whom such withholding has been undertaken and such Partner hereby grants the
Partnership a security interest in its entire interest in the Partnership at the
time any such loan is made to it to secure the repayment of such loan. Such
loans shall bear interest at the rate publicly announced by Chemical Bank from
time to time in New York City as its prime rate, shall be compounded monthly,
and shall be payable on demand. The Partnership may apply future distributions
to such Partner against amounts due under the loan. In the event that such
excess amounts are withheld on behalf of the Managing General Partner and
current distributions to the Managing General Partner are not sufficient to
cover the withheld tax, the Managing General Partner shall promptly reimburse
the Partnership for the amount of such excess.

      In the event that the Internal Revenue Service shall determine that the
amount of taxes that should have been withheld with respect to a Partner is in
excess of the amount withheld by the Partnership, that Partner shall indemnify
the Partnership for the amount of any such shortfall.



      SECTION 5.6. Service Provider Agreements. For federal income tax purposes,
each Partner will report as its initial tax basis in the rights it acquires
under its Service Provider Agreement the Partnership's basis in such rights. The
transfer of rights to the Partner shall not be treated as a distribution under
Article V and future transactions between the Partnership and that Partner under
the Service Provider Agreement shall be treated for purposes of Articles IV and
V as if occurring between the Partnership and the Partner acting other than in
its capacity as a partner.

      SECTION 5.7. Terms of PPIs. The PPIs shall have the additional terms set
forth in Schedule C hereto.



                                   ARTICLE VI.
                      MANAGEMENT AND OPERATION OF BUSINESS

      SECTION 6.1. Management. (a) The Partnership will be managed by the
General Partners through the Committee, which will consist of five to seven
members, as determined by LQSS. GTL will appoint two members to the Committee
and the remaining members will be appointed by LQSS. The members serve on the
Committee at the discretion of the General Partner appointing them to the
Committee and may be removed and replaced at any time by such General Partner,
provided that in the case of GTL's representatives to the Committee, GTL must at
all times appoint


                                      -34-
<PAGE>   39
as representatives GTL Independent Directors. The Committee will be responsible
for managing the affairs of Globalstar. The Committee shall have complete and
exclusive discretion in the management and control of the affairs and business
of the Partnership and shall possess all powers necessary, convenient or
appropriate to carrying out the purposes and business of the Partnership;
provided however, that the day to day activities of the Partnership will be
managed by its officers, subject to the supervision of the Committee. Regular
meetings of the Committee shall be held each quarter. Action by the Committee
may be taken only with a concurrence of a majority of the members, whether
present in person at a meeting or by written consent; provided however, that
written notice of any proposed action by the Committee shall be given to all
members prior to the taking of any such action, unless waived by any such
member. Notwithstanding the foregoing, and any other provision contained in this
Agreement, all matters relating to the FCC Applications, compliance with the
Communications Act, and all compliance and regulatory matters related thereto
will be under the exclusive control of LQP, acting in its capacity as the sole
general partner of LQSS. As provided in Section 4.1(b), LQP will use the FCC
Applications and any license granted thereunder for the exclusive benefit of the
Partnership.

      (b) The General Partners shall, through their appointed representatives on
the Committee, use their best efforts to carry out the purposes of the
Partnership through implementation of the Business Plan and shall devote to the
management of the business and affairs of the Partnership such time as shall be
required for the operation thereof. Without limiting the generality of the
foregoing, the General Partners, through their appointed representatives on the
Committee, shall be responsible for arranging for the development, design,
launch and placement in service of the Globalstar satellite constellation and
operations control centers and for ensuring that the Globalstar System will
function substantially as anticipated. The General Partners shall be under a
fiduciary duty and obligation to conduct the affairs of the Partnership in the
best interests of the Partnership and of the Limited Partners, including the
safekeeping of all Partnership fund and assets (whether or not in the immediate
possession or control of the General Partners) and the use thereof for the
exclusive benefit of the Partnership and shall not permit the Partnership to
enter into any transactions with any interested Partner on terms less favorable
to the Partnership than those which would have been achievable in a transaction
negotiated on an arm's length basis. Without delegating the substance of their
responsibilities and obligations hereunder, the General Partners may, subject to
the provisions of Section 6.2(a), contract or otherwise deal with any Person,
including employees of Affiliates of the General Partners, to perform any acts
or services for the Partnership as such General Partners shall approve.
Notwithstanding any such delegation, the General Partners shall remain liable to
the extent provided herein for any action or omission of any such


                                      -35-
<PAGE>   40
delegee. Any such delegee having access to confidential information shall be
deemed to be bound by a confidentiality agreement containing substantially the
same terms as Section 15.12 hereof. Without limitation on any power that may be
conferred upon it hereunder or by law, and except as hereinafter stated and
subject to the limitations in Sections 6.1(a) and 6.2, the Committee shall have
the power to authorize the Partnership to:

            (i) make and enter into such contracts and incur expenses on behalf
      of the Partnership, as the Committee deems necessary or appropriate for
      the efficient conduct and operation of the Partnership's business;

            (ii) compromise, submit to arbitration, sue on or defend all claims
      in favor of or against the Partnership; commence or defend litigation that
      pertains to the Partnership or any Partnership assets, and arrange for the
      settlement of any pending or threatened litigation, by or against the
      Partnership, through compromise, arbitration or otherwise;

            (iii) make and revoke any election permitted the Partnership by any
      taxing authority (having due regard for the interests of any Partners that
      may be adversely affected thereby);

            (iv)  do all acts the Committee deems necessary or appropriate
      for the protection and preservation of the Partnership's assets;

            (v)   make distributions and allocations to the Partners in
      accordance with Article V hereof;

            (vi) designate such officers of the Partnership as authorized
      signatories with the authority to execute on behalf of the Partnership,
      any documents or instruments of any kind that the Committee may deem
      appropriate or advisable to carry out the purposes of the Partnership
      taking into consideration the terms and conditions of such document or
      instrument;

            (vii)   prepare, execute and file federal, state and local income
      tax returns and pay any taxes on behalf of the Partnership and the
      Partners;

            (viii) make all payments required of the Partnership under the terms
      of this Agreement, including such payments, fees and reimbursements as the
      General Partners, or any of their respective Affiliates, may be entitled
      to receive under the terms of this Agreement;


                                      -36-
<PAGE>   41
            (ix)  contest any determination by the Internal Revenue Service
      which the Committee deems to be adverse to the best interests of the
      Partnership;

            (x) invest Partnership funds on a temporary basis pending
      distribution in such investments (other than investments in Affiliates of
      a General Partner) as the Committee determines appropriate, provided that
      the Committee shall not invest Partnership funds in such a manner that the
      Partnership will be considered to be holding itself out as being engaged
      primarily in the business of investing, reinvesting, or trading in
      securities or will otherwise be deemed to be an investment company under
      the Investment Company Act of 1940, as amended;

            (xi) employ Persons (including any Affiliate of a General Partner)
      for the operation and management of the Partnership and engage such other
      experts and advisers as the Committee may deem necessary or advisable, in
      each case, on such terms and for such compensation as the Committee may
      determine, (subject, as applicable, to the requirements of Sections
      6.1(d), 6.1(e) and 6.2(a));

            (xii) borrow money on behalf of the Partnership as the Committee
      deems necessary or appropriate and in the best interests of the
      Partnership and make, accept, endorse and execute promissory notes,
      drafts, bills of exchange and other instruments and evidences of
      indebtedness in connection therewith and secure the payment of any such
      Partnership indebtedness by mortgage, pledge or assignment of or security
      interest in all or any part of the property then owned or thereafter
      acquired by the Partnership, (subject, as applicable, to the requirements
      of Sections 4.9 and 4.10); and

            (xiii) call a meeting of Partners from time to time as the Committee
      deems necessary or advisable.

      (c) The Committee may delegate any of such foregoing powers and any
additional powers conferred upon it under this Agreement or by law to officers
of the Partnership; provided however, that transactions involving amounts in
excess of $100,000, other than transactions in the ordinary course of business
or actions taken to implement any Business Plan previously approved by the
Committee, shall require the prior approval of the Committee. Subject to the
foregoing provision, the Partners hereby agree that each such authorized officer
of the Partnership is authorized to execute, deliver and perform any agreements,
acts, transactions and matters in connection with the exercise of power
hereunder on behalf of the Partnership without any further act, approval or vote
of the Partners or the Partnership, except in connection with acts otherwise
prohibited by this Agreement, the Delaware Act or any applicable law, rule or
regulation.


                                      -37-
<PAGE>   42
      (d) The Committee will ensure that the business of the Partnership is
conducted under the supervision of a qualified senior executive who shall serve
on a full-time basis as the President of Globalstar (with or without the title
of Chief Executive Officer) (the "President"). In the event that the President
is to be replaced, the Committee will as promptly as practicable seek a
qualified replacement, and, prior to offering the position formally to any
candidate, will present such candidate, his or her qualifications and proposed
compensation and employee benefits arrangements to the Partners, and shall not
make any such offer without the Consent of the Partners, provided, that, pending
receipt of such consent, and following any failure to obtain the Consent of the
Partners to the appointment of any candidate for the office of President, the
Committee may appoint as interim President an officer or employee of the
Partnership (other than any such officer or employee previously rejected by the
Partners as President). The Committee shall diligently and in good faith seek
out a suitable candidate for such office and shall present such a candidate to
the Partners at a Representatives Meeting within two months of such appointment.
Prior to terminating the employment of the President, the Committee will call a
Representatives Meeting to explain the reasons for such action and to consult
with the representatives of the Limited Partners, unless the Committee certifies
to the Limited Partners in writing that immediate action is necessary,
specifying the exigent circumstances in question.

      (e) In addition to the limitations set forth in Section 6.1(d) above, the
Committee will not dismiss any officer of the Partnership with a rank of senior
vice president or above or appoint any person to serve as an officer of the
Partnership with a rank of senior vice president or above, without the consent
of at least one GTL Independent Director. If the GTL Independent Directors shall
have vetoed the appointment of the Committee's candidate for a position as set
forth above, and upon submission by the Committee of a second candidate for such
position, shall have also vetoed such candidate, then, notwithstanding the lack
of approval by a GTL Independent Director, the Committee shall be authorized to
appoint its second candidate to serve in the designated office if it shall have
submitted such candidate to the Limited Partners and such selection shall have
received the Consent of the Partners. Pending the receipt of the consent
required under this Section 6.1(e), the Committee may appoint a person to serve
as interim officer of the Partnership (other than any such person previously
rejected by the GTL Independent Directors).

      SECTION 6.2. Limitations on Authority of Committee and the General
Partners. (a) Notwithstanding anything herein to the contrary, the Partnership
shall not, after the date hereof, sign or enter into any agreement or agreements
between the Partnership and any Partner, any Upper Tier Partner, any direct or
indirect corporate parent thereof, any strategic equity investor in SS/L
(currently consisting of Aerospatiale Societe Nationale Industrielle, Alcatel
Espace, Finmeccanica and Daimler-Benz


                                      -38-
<PAGE>   43
Aerospace AG) or any of their respective Affiliates which, in the aggregate,
involve payments or receipts in excess of $1,000,000 unless the terms and
conditions thereof have been approved with the Consent of the Disinterested
Partners. The Partnership hereby warrants that it has not entered into any such
contracts during the period from March 23, 1994 to December 31, 1994, except for
the agreements itemized in the Subscription Agreements and those contracts set
forth on Schedule B hereto, which are hereby authorized and approved and, if
required, are consented to. The Partnership shall report to the Partners no less
frequently than annually on the terms and conditions of any such contracts that
would, but for the $1,000,000 limitation referred to above, require such
approval.

      (b) Notwithstanding anything herein to the contrary, the Partnership shall
not undertake any of the actions specified in this Section 6.2(b) without the
Consent of the Partners and in the case of clauses (i) through (vi), will not
bring such actions before a vote of the Partners without the consent of at least
one GTL Independent Director:

            (i) Make any material amendments or modifications to this Agreement,
      except as otherwise provided in Section 14.1;

            (ii) Approve any business plan of the Partnership that would result
      in any material change in the purpose of the Partnership as set forth in
      this Agreement or otherwise change the Partnership's business so that it
      varies materially from the business set forth in this Agreement;

            (iii) Acquire (x) a controlling interest in, or a majority of the
      voting stock or equity of, any corporation or other entity or (y) any
      other assets not in the ordinary course of business of the Partnership, in
      either case if the aggregate fair market value thereof is greater than $10
      million;

            (iv) Sell, lease (as lessor), exchange or otherwise dispose of
      material assets of the Partnership (other than to a Person controlled by
      the Partnership); provided, however that in the event of a sale of all or
      substantially all of the assets of the Partnership (other than to a Person
      controlled by the Partnership), the Partnership shall distribute the
      proceeds of such sale to the Partners as soon as practicable thereafter;

            (v) Except as provided in Section 6.13 hereof, cause or permit the
      dissolution and/or liquidation of the Partnership;

            (vi) Take any action for the (A) commencement of a voluntary case
      under any applicable bankruptcy, insolvency or similar law now or
      hereafter in effect, (B) consent to


                                      -39-
<PAGE>   44
      the entry of any order for relief in an involuntary case under any such
      law to the extent that the giving or withholding of such consent is within
      the Partnership's discretion, (C) consent to the appointment or taking
      possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator (or similar official) of it or of any substantial part of its
      property or (D) making by it of a general assignment for the benefit of
      creditors;

            (vii) Initiate or settle any litigation, arbitration or other
      proceeding if such litigation, arbitration or other proceeding is against,
      or names as an adverse party, a Partner;

            (viii) Enter into any material business outside the scope
      contemplated in this Agreement;

            (ix) Commence any litigation or arbitration that pertains to the
      Partnership or any Partnership assets, or arrange for the settlement of
      any pending or threatened litigation, by or against the Partnership,
      through compromise, arbitration or otherwise if the damages claimed for
      such lawsuit or arbitration shall exceed $100,000; or

            (x) Adopt any modification to the System Specification that would
      change any major parameter by more than 10% of the amount set forth in the
      System Specification or otherwise result in a material adverse effect on
      any Service Provider and the Partnership shall give the Limited Partners
      reasonable notice of any such proposed modification.

      (c) Notwithstanding the foregoing, in the event that any of the decisions
set forth in paragraph (b) above would result in the Partnership being engaged
in a business entirely unrelated to that disclosed in the Descriptive
Memorandum, such actions shall require the prior, written consent of all the
Partners.

      (d) Unless it shall have received the prior consent of the affected
Partner or Partners, the Partnership shall not enter into contracts or
agreements with any Person or Persons which conflict with or prejudice in any
material respect the rights of any Partner under (i) the provisions of this
Agreement or (ii) any contract or agreement between the Partnership and a
Partner or its Affiliates except as otherwise disclosed in the Subscription
Agreement. LQSS warrants that neither it nor the Partnership has entered into
any such contract or agreement as of December 31, 1994 without such consent.

      (e) The Partnership shall submit to the Partners for their review and
comment the material elements of its proposed launch strategy for the Globalstar
System, including the selection of launch vehicles, cost, and risk allocation
(including issues of space risk management and related insurance coverage and
self-insurance), and shall consider in good faith any alternative


                                      -40-
<PAGE>   45
launch strategies proposed by any Partner. If the Partnership's proposed
strategy does not obtain the Consent of the Partners, the Partnership shall
promptly undertake a detailed review of such strategy, especially addressing any
particular issues identified by the dissenting Partner representatives, and
analyze any alternative launch strategies proposed by any of them, and shall not
undertake any material commitments with respect to its launch strategy until it
has made a written report to the Partners of the results of such review, and
called a Representatives Meeting to discuss such report.

      (f) Any decision on the part of the Committee not to undertake either
action set forth below shall require the consent of a Majority in Interest of
the Partners: (i) construction and launch of additional first-generation
satellites, or in the event a second or subsequent generation constellation has
been launched, additional second generation or subsequent generation satellites,
as the case may be, that can be financed by the Partnership without additional
Capital Contributions from its Partners, if such satellites are anticipated to
produce a compound return on investment of 25% per annum or more or (ii) the
design, development, construction and launch of a second or subsequent
generation satellite constellation that can be financed by the Partnership
without additional Capital Contributions from its Partners if such system is
anticipated to produce a rate of return on investment greater than the rates
applicable to 30-year U.S. Treasury obligations.

      The Partnership shall give each Partner prompt written notice of any
decision not to launch a second or subsequent generation of satellites at least
48 months in advance of the termination or significant degradation of service
from the satellite constellation then in operation, and will discuss any such
decision with the CSO within a period of two months after such notification.

      (g) The Partnership shall give notice of a proposed action calling for the
Consent of the Partners, the Consent of the Disinterested Partners, or the
consent of a Majority in Interest of the Partners or such other matters
requiring the action of Partners as set forth herein or pursuant to the
Subscription Agreements. The Partnership shall give such notice to each of the
Partners in the manner set forth in Section 15.1 hereto as soon as practicable
but in no event less than 15 days prior to the date called for a meeting of
senior management representatives (the "Representatives") of the Partners (a
"Representatives Meeting") regarding such proposal.

      The quorum for a Representatives Meeting shall be as follows: (x) with
respect to a matter requiring the Consent of the Partners or a Majority in
Interest of the Partners, Representatives present in person, by proxy or written
consent, representing a majority of the Partnership Interests outstanding and
(y) with respect to a matter requiring Consent of the Disinterested Partners,
Representatives present in person, by proxy or written consent,


                                      -41-
<PAGE>   46
representing a majority of the Partnership Interests outstanding held by the
disinterested Partners. Each Partner (in the case of a matter requiring the
Consent of the Partners or the consent of a Majority in Interest of the
Partners) or each disinterested Partner (in the case of a matter requiring the
Consent of the Disinterested Partners) (and in all cases other than a Delinquent
Partner), shall have the right to designate one Representative to attend each
Representatives Meeting, who will have the right to cast at the meeting a number
of votes equal to the number of Partnership Interests such Partner holds,
provided that LQSS shall in all instances vote in accordance with Section 6.4 of
the LQSS Partnership Agreement, or, in lieu of voting in such a manner, may
assign any Upper Tier Partner the right to designate a Representative to cast at
the Representatives Meeting a number of votes equal to the number of Partnership
Interests LQSS's Representative is required to cast on its behalf in accordance
with such Section 6.4, provided, however, that in no event shall such votes
exceed the total number of Partnership Interests held by LQSS. In the event of
such an assignment, the Upper Tier Partners' Representatives shall have the same
right to attend and vote at Partners' meetings as Representatives of Partners in
the Partnership.

      SECTION 6.3. Change of Control and Reduction in Interest. (i) For purposes
of this Section 6.3, "GTL Change of Control" shall mean an event or series of
events not approved either by the Managing General Partner or by the Consent of
the Partners, at a time when GTL owns less than 50% of the Partnership Interests
outstanding, by which (i) any "person" or "group" (as such terms are defined in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 30% of the GTL Common
Stock then outstanding, (ii) GTL consolidates with or merges into another
corporation or conveys, transfers or leases all or substantially all of its
assets to any Person, or any corporation consolidates with or merges into GTL,
in either event pursuant to a transaction in which the outstanding GTL Common
Stock is changed into or exchanged for cash, securities or other property, other
than any transaction (A) between GTL and either Loral SpaceCom, an Affiliate of
Loral SpaceCom or a wholly-owned subsidiary of Loral SpaceCom or (B) after which
the shareholders who beneficially owned GTL Common Stock immediately before such
transaction beneficially own at least 50% of the outstanding voting stock of the
surviving entity and no Person beneficially owns more than 30% of the
outstanding voting stock of the surviving entity, (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of GTL (together with any new directors whose election by
the Board of Directors or whose nomination for election was approved by a vote
of 66 2/3% of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to


                                      -42-
<PAGE>   47
constitute a majority of the directors then in office, or (iv) GTL makes on any
day any distribution or distributions of cash, property or securities (other
than regular dividends, common stock or rights to acquire common stock) to its
shareholders, or purchases or otherwise acquires GTL Common Stock, and the sum
of the fair market value of such distribution or purchase, plus the fair market
value of all other such distributions and purchases which have occurred during
the preceding twelve months, exceeds 30% of the fair market value of GTL Common
Stock outstanding.

      (b) A "Reduction in Interest" shall have occurred upon the sale or other
disposition of Partnership Interests by GTL after which GTL's Percentage
Interest is reduced to less than 5% and such reduction was not previously
approved either by the Managing General Partner or by the Consent of the
Partners.

      (c) Upon a GTL Change of Control or a Reduction in Interest, GTL will
become a Limited Partner and will lose all of its rights as a General Partner
under this Agreement, including the right to appoint representatives to serve on
the Committee and, through the GTL Independent Directors, to veto certain
actions of the Partnership. The Committee will thereby dissolve and all actions
previously authorized to be taken by the Committee will thereupon be taken by
the Managing General Partner as the sole General Partner. In addition, upon a
GTL Change of Control or a Reduction in Interest, any PPIs then held by GTL
would automatically convert into preferred limited partnership interests and any
OPIs then held by GTL would automatically convert into limited OPIs. GTL's
preferred limited partnership interests will have the same terms as the PPIs
except that they will convert into, and payments of any OPIs with respect
thereto, would be made in limited OPIs rather than general OPIs.

      SECTION 6.4. Certificate of Limited Partnership. The Partnership has filed
the Certificate of Limited Partnership with the Secretary of State of the State
of Delaware as required by the Delaware Act and shall file such other
certificates or documents as may be deemed by the Partnership to be reasonable
and necessary or appropriate for the formation or qualification and operation of
a limited partnership (or a partnership in which the limited partners have
limited liability) in the State of Delaware or any other state in which the
Partnership may elect to do business. To the extent that the Committee in its
discretion determines such action to be reasonable and necessary or appropriate
and to the extent consistent with this Agreement, the Committee shall file
amendments to the Certificate of Limited Partnership and do all the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
or any other state in which the Partnership may elect to do business.

      SECTION 6.5. Reliance by Third Parties. Notwithstanding any other
provision of this Agreement to the contrary, no lender


                                      -43-
<PAGE>   48
or purchaser, including any purchaser of property from the Partnership or any
other Person dealing with the Partnership, shall be required to look to the
application of proceeds hereunder or to verify any representation by the
Managing General Partner as to the extent of the interest in the assets of the
Partnership that the Managing General Partner is entitled to encumber, sell or
otherwise use, and any such lender or purchaser shall be entitled to rely
exclusively on the representations of the Managing General Partner as to its
authority to enter into such financing or sale arrangements and shall be
entitled to deal with the Managing General Partner as if it were the sole party
in interest therein, both legally and beneficially. In no event shall any Person
dealing with the Managing General Partner or the Managing General Partner's
representative with respect to any business or property of the Partnership be
obligated to ascertain that the terms of this Agreement have been complied with,
or be obligated to inquire into the necessity or expedience of any act or action
of the Managing General Partner or the Managing General Partner's
representative; and every contract, agreement, deed, mortgage, security
agreement, promissory note or other instrument or document executed by the
Managing General Partner or the Managing General Partner's representative with
respect to any business or property of the Partnership shall be conclusive
evidence in favor of any and every Person relying thereon or claiming thereunder
that (a) at the time of the execution and/or delivery thereof this Agreement was
in full force and effect, (b) such instrument or document was duly executed in
accordance with the terms and provisions of this Agreement and is binding upon
the Partnership, and (c) the Managing General Partner or the Managing General
Partner's representative was duly authorized and empowered to execute and
deliver any and every such instrument or document for and on behalf of the
Partnership.

      SECTION 6.6. Compensation, Expenses and Reimbursement of General Partners.
(a) Commencing from and after the time in which Globalstar receives revenue from
Usage Fees, the Partnership shall pay to the Managing General Partner in cash
for each quarter during the period the Partnership is in existence, as payment
in connection with services rendered by the Managing General Partner,
compensation equal to 2.5% of the Partnership's gross operating revenue up to
$500 million per annum, based upon revenues through the end of the quarter in
question plus 3.5% of the Partnership's gross operating revenue in excess of
$500 million per annum (the "Management Fee"). All quarterly payments are
subject to adjustment based on year-end audit. The Management Fee shall be paid
quarterly during each In-Service Year, provided that for any In-Service Year in
which there is a net loss to the Partnership computed under GAAP, the Management
Fee shall be reduced by 50% and the Managing General Partner will reimburse the
Partnership for Management Fee payments, if any, received in any prior quarter
of such In-Service Year, sufficient to reduce its Management Fee by 50%. To the
extent the year-to-date result through the first, second or third quarter of an
In-Service Year is a net loss, no Management Fee will be paid


                                      -44-
<PAGE>   49
with respect to such quarter to the extent it would (together with any
Management Fee payments with respect to any earlier quarter in such In-Service
Year) exceed 50% of the Management Fee otherwise payable (but for such net
loss). No further Management Fee payments shall be required to be paid after the
date that distribution of all of the Partnership's assets to the Partners has
been completed. In any quarter in which the Partnership would report negative
cash flow from operations if the Management Fee for such quarter is paid in full
in cash, payment of the Management Fee (or such lesser portion thereof as shall
equal the amount of such negative cash flow) shall be deferred with interest at
a rate equal to 4% per annum and shall be payable at such time as the
Partnership shall have sufficient cash flow. No Management Fee or other
compensation shall be owing to GTL in connection with its services as a General
Partner.

      (b) All expenses incurred in connection with the organization of the
Partnership (other than expenses borne by LQSS or any Upper Tier Partner for
which capital contribution credit is received pursuant to Section 4.1) will be
borne by the Partnership and, to the extent not otherwise allocated by Article
V, charged to the Partners' Capital Accounts according to their Percentage
Interests. Such expenses, including legal and investment banking fees, are
approximately $3,728,000.

      (c) The General Partners shall be reimbursed on a monthly basis for all
fair and reasonable expenses they incur or make on behalf of the Partnership
(including amounts paid to any Person to perform services for the Partnership or
the General Partners or who is an employee of the Partnership or the General
Partners). Such reimbursement shall be in addition to any reimbursement to a
General Partner as a result of indemnification pursuant to Section 6.10 hereof,
but shall only be in respect of reasonable out-of-pocket expenses incurred
solely on behalf of Globalstar, and shall not include any amounts in respect of
compensation of persons who are officers, directors or employees of GTL, the
Upper Tier Partners or their Affiliates or any other corporate overhead of such
persons.

      SECTION 6.7. Outside Activities. (a) Subject to Section 6.7(b), each
Partner agrees, subject to the requirements of applicable law, that the Partners
and their respective subsidiaries, partners, associates, employees, Affiliates
and agents may engage in other business activities or possess interests in other
business activities of every kind and description, independently or with others,
except that no Partner or any of its subsidiaries or Affiliates shall possess an
interest, directly or indirectly, in any business activity operating Similar
Satellite Service until the earlier of (i) the third anniversary of the date
such Partner (including its Affiliates) ceases to be a Partner of the
Partnership, (ii) the beginning of the third In-Service Year and (iii) the date
183 days following the date that such Partner (including its Affiliates) ceases
to be or have equity interest in a Service


                                      -45-
<PAGE>   50
Provider; provided, however, that (i) a passive investment representing not more
than 5% of the equity securities of a company in direct competition with the
Partnership whose equity securities are listed on a nationally recognized
securities exchange or (ii) the sale or provision of goods or services (except
as may otherwise be specifically agreed to between the Partnership and the
Partner) in the ordinary course of business of a Partner or its Affiliates shall
not violate this provision. For purposes of this Section 6.7, governmental and
military systems and satellite systems such as OmniTRACS or Euteltracs, and,
insofar as France Telecom is concerned, intergovernmental systems, such as
INMARSAT and EUTELSAT, and their respective logical extensions, shall not be
considered Similar Satellite Service. This paragraph may not be amended without
the consent of TESAM.

      (b) The General Partners shall not engage in any business other than
management of the business and affairs of the Partnership, and shall not own any
assets other than Partnership Interests, Partnership capital contributions and
distributions, and related assets, without the Consent of the Disinterested
Partners.

      (c) The General Partners shall not, and shall not permit any of their
respective Affiliates, including SS/L, to, act as prime contractor or systems
integrator for any Similar Satellite Service.

      SECTION 6.8. Partnership Funds. The funds of the Partnership shall be
deposited in such account or accounts as are designated by the Partnership and
shall not be commingled with any other funds. All withdrawals from or charges
against such accounts shall be made by duly authorized officers or agents of the
Partnership. Funds of the Partnership may be invested as determined by the
Committee, except in connection with acts otherwise prohibited by this
Agreement.

      SECTION 6.9. Loans from the General Partners. A General Partner or any
Affiliate of the General Partner may lend to the Partnership funds needed by the
Partnership for such periods of time as the General Partner may determine;
provided, however, that such loan is approved in advance with the Consent of the
Disinterested Partners. The Partnership shall reimburse the General Partner or
its Affiliate, as the case may be, for any additional costs incurred by the
General Partner or such Affiliate in connection with the borrowing of funds
obtained by the General Partner or such Affiliate and loaned to the Partnership.

      SECTION 6.10. Indemnification of Partners. (a) The Partnership shall
indemnify and hold harmless the Partners, the Upper Tier Partners, their
respective Affiliates, and all of their respective officers, directors,
partners, controlling shareholders, employees, and agents (individually, an
"Indemnitee"), from and against any and all losses, claims, demands, costs,
damages, liabilities, joint and several, expenses


                                      -46-
<PAGE>   51
of any nature (including attorneys' fees and disbursements), judgments, fines,
settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative,
in which an Indemnitee may be involved, or threatened to be involved, as a party
or otherwise ("Losses"), arising out of or incidental to the business of the
Partnership, regardless of whether an Indemnitee continues to be a Partner, an
Affiliate, or an officer, director, partner, controlling shareholder, employee,
or agent of a Partner or of an Affiliate at the time any such Loss is paid or
incurred, if the Indemnitee's conduct did not constitute actual fraud, gross
negligence, knowing breach of specific provisions of this Agreement or willful
or wanton misconduct. The termination of any action, suit, or proceeding by
settlement or upon a plea of nolo contendere, or its equivalent, shall not, in
and of itself, create a presumption or otherwise constitute evidence that the
Indemnitee's actions constituted actual fraud, gross negligence or willful or
wanton misconduct.

      (b) Expenses (including legal fees and expenses) incurred in defending any
proceeding subject to subsection (a) of this Section 6.10 shall be paid by the
Partnership in advance of the final disposition of such proceeding upon receipt
of an undertaking (which need not be secured) by or on behalf of the Indemnitee
to repay such amount if it shall ultimately be determined, by a court of
competent jurisdiction or otherwise, that the Indemnitee is not entitled to be
indemnified by the Partnership as authorized hereunder.

      (c) The indemnification provided by this Section 6.10 shall be in addition
to any other rights to which each Indemnitee may be entitled under any agreement
or vote of the Partners, as a matter of law or otherwise, both as to action in
the Indemnitee's capacity as a Partner or as a partner, controlling shareholder,
officer, director, employee or agent of a Partner, or as to action in the
Indemnitee's capacity as a Person serving at the request of the Partnership as
set forth above, and shall continue as to an Indemnitee who has ceased to serve
in such capacity and shall inure to the benefit of the heirs, successors,
assigns, administrators and personal representatives of the Indemnitee. Such
indemnification, however, shall only apply to Losses incurred by virtue of the
Indemnitee's status as a Partner, the Upper Tier Partner, Affiliate or officer,
director, partner, controlling shareholder, employee or agent thereof, and not
as to Losses incurred in other capacities (for example, by virtue of being a
Service Provider or otherwise contracting with the Partnership).

      (d) The Partnership may purchase and maintain insurance on behalf of any
one or more Indemnitees and other such Persons as the Partnership shall
determine against any liability which may be asserted against or expense which
may be incurred by such Person in connection with the Partnership's activities,
whether or not the Partnership would have the power to indemnify such Person
against such liability under the provisions of this Agreement.


                                      -47-
<PAGE>   52
      (e) Any indemnification hereunder shall be satisfied only out of the
assets of the Partnership and no Partner shall be subject to personal liability
by reason of these indemnification provisions.

      (f) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 6.10 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

      (g) The provisions of this Section 6.10 are for the benefit of the
Indemnitees and the heirs, successors, assigns, administrators and personal
representatives of the Indemnitees and shall not be deemed to create any rights
for the benefit of any other Persons.

      (h) Any Person that proposes to assert the right to be indemnified under
this Article VI shall, promptly after receipt of notice of any action which is
subject to indemnification hereunder, notify the Partnership of the commencement
of such action, enclosing a copy of all papers served. The failure so to notify
the Partnership of any such action shall not relieve it from any liability that
it may have to any indemnified party hereunder, unless such party is prejudiced
thereby. In case any such action shall be brought and notice given to the
Partnership of the commencement thereof, the Partnership shall be entitled to
participate in, and to assume the defense thereof, with counsel reasonably
satisfactory to the indemnified party, and after notice from the Partnership to
such indemnified party of its election so to assume the defense thereof, the
Partnership shall not be liable to such indemnified party for any legal or other
expenses, except as provided below and except for the reasonable costs of
investigation subsequently incurred by such indemnified party at the request of
the Partnership in connection with the defense thereof. The indemnified party
shall have the right to employ separate counsel and to participate in (but not
control) any such action, but the fees and expenses of such counsel shall be the
expense of such indemnified party unless (i) the employment of counsel by such
indemnified party has been authorized by the Partnership, (ii) the employment of
separate counsel is necessitated by a conflicting interest among indemnified
parties, or (iii) the Partnership shall not in fact have employed counsel to
assume the defense of such action. In each such case, the fees and expenses of
counsel shall be at the expense of the Partnership. The Partnership shall not be
liable for any settlement of any action or claims effected without its written
consent unless the Partnership has failed to assume the defense of any such
action or claims.

      SECTION 6.11. Liability of General Partners. (a) The General Partners, the
Upper Tier Partners and their respective Affiliates and all officers, directors,
partners, controlling shareholders, employees and agents of the General
Partners, the


                                      -48-
<PAGE>   53
Upper Tier Partner and their respective Affiliates shall not be liable to the
Partnership or to the Limited Partners for any losses sustained or liabilities
incurred as a result of any act or omission of the General Partners, their
Affiliates or any such officers, directors, partners, controlling shareholders,
employees or agents if (i) the General Partner, such Affiliate, or such officer,
director, partner, controlling shareholder, employee or agent acted in good
faith and in a manner it or he reasonably believed to be in, or not opposed to,
the best interests of the Partnership, and (ii) the conduct of the General
Partner, such Affiliate or such officer, director, partner, shareholder,
employee or agent did not constitute gross negligence or Nonperformance. For
purposes of this Agreement, any act or omission, if done or omitted to be done
in reliance upon the advice of legal counsel or public accountants (the
"Professionals") selected with reasonable care, will be conclusively presumed to
have been done or omitted to be done in good faith and not to constitute willful
or wanton misconduct, gross negligence or Nonperformance; provided, however,
that the reliance was reasonable and the General Partner had disclosed all
relevant facts to the Professionals.

      (b) Each General Partner shall fully indemnify and hold harmless the
Limited Partners and their Affiliates and their respective partners, officers,
directors, employees and agents to the fullest extent permitted by law from and
against any and all losses, claims, demands, costs, damages, liabilities (joint
or several), expenses of any nature (including attorney's fees and
disbursements), judgments, fines, settlements and other amounts including, but
not limited to, those arising directly or indirectly from or relating to any
civil, criminal, administrative or investigative proceeding, arising out of or
incidental to conduct by such General Partner or one of its Affiliates with
respect to the business or activities of or relating to the Partnership which
constituted bad faith, gross negligence or Nonperformance. The obligations of a
General Partner under this Section 6.11 shall extend only to its own acts or
omissions or acts or omissions by one of its Affiliates and not with respect to
acts or omissions of the other General Partner or its Affiliates. For purposes
of the preceding sentence, actions by the Committee shall be deemed to be
actions of LQSS only. GTL shall not be deemed to be an Affiliate of LQSS and
LQSS shall not be deemed to be an Affiliate of GTL, for purposes of this Section
6.11(b) with respect to any action determined solely by directors who are not
employed by, or otherwise affiliated with Loral SpaceCom.

      SECTION 6.12. Other Matters Concerning the General Partners. (a) Each
General Partner may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.


                                      -49-
<PAGE>   54
      (b) A General Partner may consult with legal counsel, Service Providers,
and other consultants and advisers selected by it, and any advice of such Person
as to matters which the General Partner believes to be within such Person's
professional experience shall be full and complete authorization and protection
in respect of any action taken or suffered or omitted by the General Partner
hereunder in good faith and in accordance with such advice. Any such Person
receiving confidential information shall be deemed to be bound by a
confidentiality agreement containing substantially the same terms as Section
15.12 hereof.

      SECTION 6.13. Conversion to Corporate Form. (a) In the event that the
Committee shall determine that it is desirable or helpful for the business of
the Partnership to be conducted in a corporate rather than in a partnership
form, the Committee may incorporate the Partnership or take such other action as
it may deem advisable in light of such changed conditions, including, without
limitation, dissolving the Partnership, provided that, the Committee may not
incorporate the Partnership without the Consent of the Partners. In connection
with any such incorporation of the Partnership, the Partners shall receive, in
exchange for their Partnership Interests, shares of capital stock of such
corporation having the same relative rights and preferences as to dividends and
distributions and the same voting and transfer rights, subject in each case to
any modifications required solely as a result of the conversion to corporate
form (all such rights and preferences being referred to, collectively, as
"Equity Rights"), as are set forth in this Agreement as among the holders of
interests in the Partnership.

      (b) Prior to taking any such action to incorporate the Partnership, the
Committee shall submit to the Partners the proposed forms of a certificate or
articles of incorporation, by-laws, shareholders' agreement and any other
governing documents proposed to be established for such corporation (the
"Governing Documents"). If Limited Partners holding Partnership Interests
representing at least 20% (or 15% in the event GTL becomes a Limited Partner
pursuant to Section 6.3 hereof) of the total number of outstanding Partnership
Interests held by all Limited Partners (not including any Partnership Interest
held by LQSS or its Affiliates) notify the Committee within 15 days of the date
the proposed forms of Governing Documents are submitted to the Limited Partners
that they have concluded in good faith that, based upon such Governing
Documents, the shares of capital stock of such corporation proposed to be issued
to them in exchange for such Partnership Interests do not have the same Equity
Rights as are set forth in this Agreement, the Committee and such Limited
Partners shall negotiate in good faith to resolve any differences with respect
thereto. If the Committee and such Limited Partners do not resolve such
differences, the Committee may appoint an investment banking firm of
internationally recognized standing reasonably acceptable to such Limited
Partners to advise the Partnership as to such dispute, and the conclusion of
such firm shall be binding on the parties, and any modification recommended by
such investment


                                      -50-
<PAGE>   55
banking firm in the Equity Rights shall be incorporated into the Governing
Documents. Nothing contained herein shall be construed to give the Limited
Partners any right to cause the business of the Partnership to be conducted in
corporate form or to limit the right of the Committee to elect, at any time, to
continue such business as a partnership.

      SECTION 6.14. FCC Compliance. The Partners hereby understand, agree and
acknowledge that the rights described in Section 4.1(b)(i) of this Agreement are
subject to the Communications Act, and the rules and regulations promulgated
thereunder.



                                  ARTICLE VII.
                 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

      SECTION 7.1. Limitation of Liability. No Limited Partner shall be
personally liable for any debts, liabilities or obligations of the Partnership,
whether to the Partnership, to the General Partners, or to creditors of the
Partnership, beyond the amount contributed by such Limited Partner to the
capital of the Partnership and such Limited Partner's share of the accumulated
but undistributed profits of the Partnership and the amount of any distribution
(including the return of any Capital Contribution) made to such Limited Partner
that must be returned to the Partnership pursuant to applicable state law. The
General Partners shall use reasonable efforts, in the conduct of the
Partnership's business, to put all Persons with whom the Partnership does
business on notice that the Limited Partners and their Affiliates are not liable
for Partnership obligations, and all material agreements to which the
Partnership is a party shall include a statement to the effect that the
Partnership is a limited partnership organized under the laws of Delaware.

      SECTION 7.2. Management of Business. The Limited Partners shall not take
part in the operation, management or control (within the meaning of the Delaware
Act) of the Partnership's business, transact any business in the Partnership's
name or have the power to sign documents for or otherwise bind the Partnership.
No Limited Partner has the right to require the partition of Partnership
property or compel any sale or appraisal of Partnership assets or sale of a
deceased Partner's interest therein.



                                  ARTICLE VIII.
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

      SECTION 8.1. Records and Accounting. The Partnership shall keep or cause
to be kept appropriate books and records with respect to the Partnership's
business, which books shall at all times be kept at the principal office of the
Partnership. Any


                                      -51-
<PAGE>   56
records maintained by the Partnership in the regular course of its business,
books of account and records of Partnership proceedings, may be kept on, or be
in the form of, punch cards, magnetic tape, photographs, micrographics or any
other information storage device, provided that the records so kept are
convertible into clearly legible written form within a reasonable period of
time. The records and books of account of the Partnership will be audited as of
the end of each Fiscal Year by Deloitte & Touche LLP ("Deloitte & Touche"). In
the event the Partnership shall seek to replace Deloitte & Touche, the
Partnership shall select as Deloitte & Touche's successor independent certified
public accountants of recognized international standing (other than the
principal auditors of Loral SpaceCom or Qualcomm), provided that such choice may
be disapproved once, but only once, by a vote requiring the Consent of the
Partners, and thereafter such accountants may be selected by the Partnership in
its sole discretion (other than the principal auditors of Loral SpaceCom or of
Qualcomm).

      SECTION 8.2. Fiscal Year. The fiscal year (the "Fiscal Year") of the
Partnership shall be the calendar year, unless otherwise determined by the
Partnership in its sole discretion.

      SECTION 8.3. Reports and Annual Meeting. (a) As soon as practicable, but
in no event later than 90 days after the close of each fiscal year, the
Partnership shall deliver to the Partners reports containing financial
statements of the Partnership for the fiscal year, presented in accordance with
GAAP, including a balance sheet, a statement of income, a statement of Partners'
equity and a statement of changes in cash flow, such statements to be audited by
the firm of independent certified public accountants selected in accordance with
Section 8.1.

      (b) As soon as practicable, but in no event later than 45 days after the
close of each calendar quarter, including the last calendar quarter of each
fiscal year, the Partnership shall deliver to the Partners a quarterly report
containing a balance sheet and statements of income and changes in financial
position for such calendar quarter.

      (c) In addition to any meetings of the Partners called pursuant to Section
6.1(b)(xiii) or any Representatives Meeting called pursuant to Section 6.2(g),
the Partnership shall hold an annual meeting of the Partners ("Annual Meeting")
on fifteen (15) days prior written notice to the Partners, such Annual Meeting
to be held no sooner than thirty (30) days and no later than sixty (60) days
after delivery to the Partners of the annual financial statements for the
preceding fiscal year pursuant to Section 8.3(a). At the Annual Meeting,
officers of the Partnership will review the operations of the Partnership during
the preceding year, discuss the plans and operating budget for the current year
and any amendments to the Business Plan and answer whatever questions may be
raised by representatives of the Partners at the Annual Meeting.


                                      -52-
<PAGE>   57
      SECTION 8.4. Disclosure to Limited Partners. (a) The Limited Partners
shall have full access to all financial and other information directly related
to the business and affairs of the Partnership. In particular, the following
will be open for examination, by any Limited Partner or his duly authorized
representatives:

            (i) books and records pertaining to the Partnership's business
      showing all of its assets and liabilities, receipts and disbursements,
      realized profits and losses, and all transactions (including all contracts
      and commitments) entered into by the Partnership;

            (ii) a current list of the full name and last known mailing address
      of each Partner set out in alphabetical order, together with a list
      showing the Capital Contributions and Capital Account of each Partner;

            (iii) a copy of the Certificate of Limited Partnership and all
      amendments to it, together with executed copies of any powers of attorney
      pursuant to which the Certificate and any amendments to it have been
      executed;

            (iv) copies of all the Partnership's U.S. Federal, state, local and
      foreign income tax returns and reports, if any; and

            (v) copies of this Agreement as may be amended from time to time.

      (b) The Partnership shall make available, on a reasonable basis, its
financial officers and auditors to the Limited Partners for consultation and to
respond to questions of the Limited Partners relating to the financial condition
of the Partnership. The Partnership will prepare and mail to each Limited
Partner promptly upon the request of any Limited Partner such further
information concerning the business, affairs and financial conditions of the
Partnership, as any Limited Partner may reasonably request.

      (c) Notwithstanding the provisions set forth in this Section 8.4, the
Partnership may keep confidential from the Limited Partners for a period of time
deemed reasonable by it information (excluding any matters required to be
disclosed pursuant to Section 8.3 or clause (ii)-(v) of Section 8.4) to the
extent the Partnership, in good faith, determines (i) that disclosure is not in
the best interests of the Partnership, (ii) that disclosure could damage the
Partnership or its business or (iii) that the Partnership is required by law or
by a third party to keep the information confidential.

      SECTION 8.5. Determination of Book Value of Partnership Assets. (a) Except
as set forth below, Book Value of any


                                      -53-
<PAGE>   58
Partnership asset is its adjusted basis for federal income tax purposes.

      (a)(b) The initial Book Value of any assets contributed by a Partner to
the Partnership shall be the gross fair market value of such assets. The Book
Value of property and property rights contributed by LQSS and described in
Section 4.1(b)(i) and (ii) shall be the amount allocated to them pursuant to
Section 4.1(b).

      (c) The Book Values of all of the Partnership's assets shall be adjusted
by the Partnership to equal their respective gross fair market values as of the
following times: (a) the admission of a new Partner to the Partnership or
acquisition by an existing Partner of an additional interest in the Partnership
from the Partnership (including the acquisition of PPIs as set forth in Section
4.1(d)); (b) the distribution by the Partnership of money or property to a
withdrawing, retiring or continuing Partner in consideration for the retirement
of all or a portion of such Partner's interest in the Partnership; and (c) the
termination of the Partnership for Federal income tax purposes pursuant to
section 708(b)(1)(B) of the Code; provided, however, that no adjustment shall be
made upon the issue of an OPI pursuant to Section 5.5(a)(iii) or Section 1.2(b)
of Schedule C. The Partnership will not be required to make an adjustment upon
the exercise of a warrant to acquire an OPI or upon a conversion of a PPI
pursuant to Article III of Schedule C until the sum of the cumulative face
amount of PPIs converted and the exercise price of warrants exercised since the
last adjustment exceeds $15,000,000. In such case, the Partnership shall make at
least one adjustment during the year and, if no other adjustment event occurs
during the year and after the $15,000,000 threshold was reached, a required
adjustment shall be made as of the date of the last PPI conversion or warrant
exercise during the year. Upon a conversion of a PPI and an adjustment to the
Book Values of Partnership assets under this Section , any resulting Capital
Transaction Loss shall be first allocated to holders of OPIs whose Adjusted
Capital Accounts are higher than the Adjusted Capital Accounts of the OPIs
acquired on exercise of a warrant or on conversion in amounts and proportions to
reduce the differences between such Adjusted Capital Accounts and any resulting
Capital Transaction Gain shall first be allocated to the Capital Account of the
OPIs acquired on exercise of a warrant and on conversion in an amount to reduce
or eliminate the amount by which the Adjusted Capital Accounts for such OPIs are
less than the Capital Account for the outstanding OPI with the highest Adjusted
Capital Account. Any remaining Capital Transaction Gain or Loss shall be
allocated under Section 5.1. The Partnership will promptly report any such
adjustment to the Partners.


                                      -54-
<PAGE>   59
                                   ARTICLE IX.
                                   TAX MATTERS

      SECTION 9.1. Preparation of Tax Returns. (a) The Partnership shall arrange
for the preparation and timely filing of all returns of Partnership income,
gains, deductions, losses and other items necessary for federal and state income
tax purposes. The Partnership shall use all reasonable efforts to furnish to the
Partners within 90 days of the close of the taxable year the tax information
reasonably required for federal, state and foreign income tax reporting
purposes. Subject to the provisions of Section 9.2, the classification,
realization and recognition of income, gain, losses and deductions and other
items shall be on the accrual method of accounting for federal income tax
purposes, to the extent permitted by applicable law. The taxable year of the
Partnership shall be the calendar year, unless otherwise required by the federal
income tax laws and the Treasury Regulations thereunder or unless otherwise
determined by the Partnership.

      (b) The Partnership will prepare the state and local tax returns for those
non-U.S. Limited Partners who are not otherwise engaged in business in the
United States.

      SECTION 9.2. Tax Elections. Except as otherwise provided herein, the
Partnership shall, in its sole discretion, determine whether to make any
available election, including but not limited to an election under Code Section
709 to amortize organization and start-up expenditures over a sixty month
period, and an election under Code Section 754 to adjust the bases of
Partnership property with respect to the Partnership or with respect to a
transferee Partner. In the event a Section 754 election is made, the Partnership
may in its sole discretion charge transferees for the additional costs incurred
in preparing their tax information under such election.

      SECTION 9.3. Tax Controversies. Subject to the provisions hereof, the
Managing General Partner is designated the Tax Matters Partner (as defined in
Section 6231 of the Code), and is authorized and required to represent the
Partnership (at the Partnership's expense) in connection with all examinations
of the Partnership's affairs by tax authorities, including resulting
administrative and judicial proceedings, and to expend Partnership funds for
professional services and costs associated therewith. The Partners agree to
cooperate with the Managing General Partner and to do or refrain from doing any
or all things reasonably required by the Managing General Partner to conduct
such proceedings, provided that the foregoing shall not be construed to prevent
a Partner from taking steps reasonably necessary to protect and defend its own
interests.

      SECTION 9.4. Taxation as a Partnership. No election shall be made by the
Partnership or any Partner for the Partnership to be excluded from the
application of any of the provisions of


                                      -55-
<PAGE>   60
Subchapter K, Chapter 1 of Subtitle A of the Code or from any similar provisions
of any state tax laws.



                                   ARTICLE X.
                              TRANSFER OF INTERESTS

      SECTION 10.1. Transfer. (a) The term "transfer," when used in this Article
X with respect to a Partnership Interest, includes a sale, assignment, gift,
pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition;
provided however, that an exchange of Partnership Interests by LQSS or the
Limited Partners pursuant to the terms of the Exchange and Registration Rights
Agreement shall not, other than with respect to Section 10.4(c) hereof, be
deemed to be a "transfer" for purposes of this Article X.

      (b) Any Partnership Interest may be transferred, in whole or in part,
provided that such transfer shall be made, where applicable, in accordance with
the terms and conditions set forth in this Article X. Any transfer or purported
transfer of any Partnership Interest not made in accordance with this Article X
shall be null and void.

      (c) Notwithstanding anything contained herein to the contrary, no transfer
of a Partnership Interest may be made if such transfer (i) would violate the
then applicable federal or state securities laws or rules and regulations of the
Securities and Exchange Commission, state securities commissions, the
Communications Act, or rules and regulations of the FCC and any other government
agencies with jurisdiction over such transfer or (ii) would affect the
Partnership's existence or qualification under the Delaware Act. In the event a
transfer of a Partnership Interest is otherwise permitted hereunder,
notwithstanding any provision hereof, no Partner shall transfer all or any
portion of such Partner's Partnership Interest unless and until such Partner,
upon the request of the Partnership, delivers to the Partnership an opinion of
counsel, addressed to the Partnership, reasonably satisfactory to the
Partnership, to the effect that (1) such Partnership Interest has been
registered under the Securities Act and any applicable state securities laws, or
that the proposed transfer of such Partnership Interest is exempt from any
registration requirements imposed by such laws and that the proposed transfer
does not violate any other applicable requirements of federal or state
securities laws and (2) that such transfer will not adversely affect the tax
status of the Partnership. Such opinion shall not be deemed delivered until the
Partnership confirms to such Partner that such opinion is acceptable, which
confirmation will not be unreasonably withheld.

      (d) For so long as the Exchange Right is in effect, each of the Partners
hereby agrees that it will not (i) make a public offering of its Partnership
Interests, or (ii) transfer any of


                                      -56-
<PAGE>   61
their Partnership Interests to a Person, other than to GTL, if (x) such
Partnership Interests would constitute all or substantially all of the assets of
such transferee and (y) the purpose of the transfer is to enable the transferee
Person make a public offering of its equity interests.

      SECTION 10.2. Transfer of Interests of General Partners. (a) Subject to
Section 12.1 hereof, a General Partner shall not transfer all or any part of its
Partnership Interests without the Consent of the Disinterested Partners;
provided, that a transfer by GTL is further subject to the provisions of Section
6.3 hereof. A General Partner may transfer any or all of its Partnership
Interests to an Affiliate of the General Partner ("Affiliate Successor") without
such approval; provided however, that in the case of GTL, GTL may transfer only
to an Affiliate that is 100% owned by GTL and any such transfer shall be subject
to the consent of the Managing General Partner, which consent may be granted or
withheld in the Managing General Partner's sole discretion. Such transfer to an
Affiliate Successor shall not relieve the General Partner of any of its
obligations hereunder unless the Affiliate Successor has been adjudged by the
Consent of the Disinterested Partners (which consent shall not be unreasonably
withheld) to be a Person that has at least such comparable financial strength
and technical and managerial capabilities and know-how sufficient for it to
perform its duties and obligations hereunder. The Partners hereby consent to any
such approved transfer or any transfer to an Affiliate Successor, subject to the
provisos set forth above. The Affiliate Successor of a General Partner pursuant
to this Section 10.2 shall be admitted to the Partnership as General Partner
immediately prior to the effective date of transfer of the General Partner's
Partnership Interests and the Affiliate Successor shall continue the business
and operations of the Partnership without dissolution provided that prior to
such effective date the Affiliate Successor shall have furnished to (a) the
Partnership (i) acceptance in form satisfactory to counsel to the Partnership of
all the terms and conditions of this Agreement and (ii) such other documents or
instruments as may be required by such counsel in order to effect such transfer
and (b) to the other Partners an opinion of counsel to the effect that such
transfer will not adversely affect the tax status of the Partnership. Such
opinion will not be deemed furnished until approved by the Consent of the
Partners, which consent will not be unreasonably withheld. The transferring
General Partner hereby further agrees to hold the Partnership and each other
Partner wholly and completely harmless from any cost, liability or damage
(including, without limitation, liabilities for income taxes and costs of
enforcing this indemnity) incurred by any of such indemnified Persons as a
result of a transfer or attempted transfer by it in violation of this Agreement.

      (b) Notwithstanding anything to the contrary contained herein, a General
Partner will not take any action which would constitute or result in the
transfer of control of the


                                      -57-
<PAGE>   62
Partnership if such transfer would require, under existing law (including,
without limitation, the written rules and regulations promulgated by the FCC),
the prior approval of the FCC, without first obtaining such approval of the FCC.

      (c) A General Partner shall diligently prosecute its application for
approval of the transfer identified in Section 10.2(b) hereof and shall
immediately provide to the FCC all information requested by the FCC in
connection with the application.

      (d) Prior to the FCC's grant of the approval of the transfer application
identified in Section 10.2(b) hereof, a General Partner seeking to transfer its
Partnership Interests shall continue to act in a manner consistent with the
provisions of Article VI of this Agreement.

      (e) Any transfer by GTL, other than to an Affiliate, shall be further
subject to a right of first offer as set forth in Section 10.3(b) hereof fully
as though it were a Limited Partner.

      SECTION 10.3. Transfer of Interests of Limited Partners.

      (a) Restrictions on Transfers. Except as expressly permitted or required
by this Agreement or by the Limited Partner's Subscription Agreement, absent a
Change of Control, as defined below, no Limited Partner shall transfer all or
any portion of its Partnership Interests or any rights therein within the three
year period following March 23, 1994 without the consent of the General Partners
acting through the Committee (which consent shall not be unreasonably withheld
or delayed), and provided that if such consent is given, any such transfer shall
be subject to Section 10.3(b) and (c) hereof; provided, however, that a Limited
Partner may transfer any or all of its Partnership Interests to an Affiliate of
such Limited Partner without such approval. Any transfer or attempted transfer
by any Limited Partner in violation of the preceding sentence shall be null and
void and of no effect whatsoever. Each Limited Partner hereby acknowledges the
reasonableness of the restrictions on transfer imposed by this Agreement in view
of the Partnership purposes and the relationship of the Partners. Accordingly,
the restrictions on transfer contained herein shall be specifically enforceable.
Each Limited Partner hereby further agrees to hold the Partnership and each
Partner (and each Partner's successors and assigns) wholly and completely
harmless from any cost, liability, or damage (including, without limitation,
liabilities for income taxes and costs of enforcing this indemnity) incurred by
any of such indemnified Persons as a result of a transfer or an attempted
transfer in violation of this Agreement. As used in this Section 10.3, a "Change
of Control" shall be deemed to have occurred if (i) any person or group (as
defined in Section 13(d)(3) of the Exchange Act) shall have acquired ownership
of a majority of the voting stock of Loral SpaceCom, or (ii) Loral


                                      -58-
<PAGE>   63
SpaceCom shall no longer be in control, directly or indirectly, of LQSS.

      (b) Rights of First Offer. Except as expressly permitted or required by
this Agreement or by the Limited Partner's Subscription Agreement, absent a
Change of Control, no Limited Partner shall transfer any or all of its
Partnership Interests unless the Limited Partner desiring to make the transfer
(the "Transferor") shall have first made the offers to sell to the other
Partners and, as hereinafter provided, to the Partnership (the "Offerees") and
such offers shall not have been accepted.

            (i) Copies of the Transferor's offer (the "Offer Notice") shall be
      given to the Offerees and shall consist of an offer to sell to the
      Offerees such number of Partnership Interests (the "Offered Interests")
      then proposed to be transferred by the Transferor, at a cash price
      designated by the Transferor ("Stated Price"), upon only customary terms
      and conditions, representations, warranties, covenants and conditions.

            (ii) Within 15 days after the receipt of the offer described in
      Section 10.3(b)(i) above, each Partner Offeree may, at its option, by
      written notice elect to purchase some or all the Offered Interests, as
      specified in such notice, provided that in the event of an
      oversubscription, purchases will be pro rated according to the relative
      Percentage Interest of all Partners Offerees electing to exercise their
      rights of first offer, subject to the 20% ownership limitation set forth
      in Section 4.12 hereof. The Partner Offerees shall exercise such option by
      giving notice thereof to the Transferor within such 15-day period. The
      Partnership will promptly inform each Partner Offeree in the event that
      fewer than all of the Offered Interests are subscribed for, and each
      Partner Offeree may, within 48 hours thereafter, increase the amount of
      its requested maximum subscription.

            (iii) Within 10 days after the expiration of the Partners' exercise
      period set forth in Section 10.3(b)(ii), if the Partners choose not to
      exercise all their rights of first offer under Section 10.3(b)(ii), the
      Partnership may, at its option, with the Consent of the Partners, elect to
      purchase some or all of the remaining Offered Interests, unless it shall
      have refused a request to waive the provisions of Section 4.12 with
      respect to a proposed purchase by one or more Limited Partners pursuant to
      Section 10.3(b)(ii) above. The Partnership shall exercise such option by
      giving notice thereof to the Transferor within such 10-day period.

            (iv) If the Transferor's offer shall not be fully subscribed by the
      Partners and/or the Partnership at the end of the twenty-five day period
      described above, the


                                      -59-
<PAGE>   64
      Transferor shall terminate its offer to the Offerees on the twenty-sixth
      day after receipt by the Offerees of the Transferor's Offer Notice (the
      "Termination Date") and the Transferor shall be free to solicit offers for
      its Offered Interests from third parties for a period of three months
      following the Termination Date; provided, however, that the Transferor
      shall not offer the Offered Interests at a price that is less than 95% of
      the Stated Price, and provided further that if the sale to the third party
      is other than entirely for cash on terms described in clause (a) above,
      the Transferor shall certify to each of the other Partners as to the cash
      value of any noncash consideration. In the event that the Transferor shall
      have offered the Offered Interests to third parties at a price that is
      less than 95% of the Stated Price or the three month period shall have
      lapsed and no bona fide sale of the Offered Interests shall have been made
      by the Transferor to a third party, the restrictions provided for herein
      shall again become effective, and no transfer of Offered Interests may be
      made thereafter without again offering the same in accordance with this
      Section 10.3.

            (v) The above-described right of first offer will apply following
      any public offering of Partnership Interests, provided that once the
      Partners shall have declined to accept an offer at the then-prevailing
      market price of the Partnership Interests, the Transferor shall have the
      right to sell at any price equal to or in excess of 95% of the prevailing
      market price at the time it is permitted to sell hereunder.

      (c) Permitted Transfers of Limited Partner Interests. Sections 10.3(a) and
(b) hereof shall not apply to any transfer by a Limited Partner of all or any
portion of its Partnership Interests to any Affiliate of such Limited Partner
and will not apply to any of the transactions contemplated by such Memorandum of
Agreement, dated as of January 1, 1995, by and between AirTouch and Loral
Corporation, a New York corporation. Prior to such transfer, such Affiliate
shall affirm in writing that it shall be subject to the terms and conditions of
this Agreement and, if such Affiliate is not controlled by the Limited Partner
transferring its Partnership Interest, the Person who controls such Affiliate
shall agree in writing not to transfer control of such Affiliate for so long as
such Affiliate remains a Limited Partner. If the Limited Partner transferring
its interest controls such Affiliate, the Limited Partner hereby agrees that it
shall not transfer control of such Affiliate for so long as such Affiliate
remains a Limited Partner.

      SECTION 10.4. Certain Transfers.

      (a) Change of Control. A Partner, substantially all of whose assets shall
consist of Partnership Interests of the Partnership, shall not offer to sell its
securities, or permit


                                      -60-
<PAGE>   65
its securities or the securities of any controlling Affiliate to be sold, to
another party if such sale would result in a "Change in Control" of that Partner
until and unless such Partner shall have first made a right of first offer with
respect to such securities to the other Partners and the Partnership in the same
manner as that set forth in Section 10.3(a)-(b) above. For purposes of this
paragraph, a "Change of Control" shall be defined as the acquisition of a
majority of the voting stock or analogous equity interest of a Partner by a
party other than an Affiliate of the Partner.

      (b) Pre-Approved Transfers. The provisions of Section 10.3(a) and (b)
shall not apply to any transfer of Partnership Interests contemplated by
Schedule X to the Subscription Agreements.

      (c) Prior to the third anniversary of the Global Service Date, LQSS (i)
will not withdraw, (ii) will not permit LQSS to be controlled by any Person
other than Loral SpaceCom and (iii) will not, and will not permit any of its
Affiliates to sell, assign or otherwise transfer securities or Partnership
Interests such that, immediately following such transfer, Loral SpaceCom's
direct and indirect interest in the Partnership is reduced to less than 23% of
the total number of Partnership Interests outstanding. Thereafter, unless it
shall have received the Consent of the Disinterested Partners, Loral SpaceCom's
interest in the Partnership held through a General Partner (including GTL for so
long as there has been no GTL Change of Control), whether direct or indirect,
shall not be reduced to less than 15% of the total number of Partnership
Interests outstanding.



                                   ARTICLE XI.
                        ADMISSION OF SUBSTITUTE PARTNERS

      SECTION 11.1. Admission of Successor Limited Partner. (a) A transferee of
a Limited Partner's Partnership Interest shall not be admitted to the
Partnership as a substituted Limited Partner, until the transferee shall have
furnished the Partnership with an agreement, in form reasonably satisfactory to
the Partnership, to be bound by all the terms and conditions of this Agreement
and such other documents or instruments as may be required by the Partnership in
order to effect such transferee's admission as a Limited Partner. Prior to the
time that any transferee of Partnership Interests is admitted to the Partnership
as a Partner, it will have only the rights of a transferee under Delaware law,
shall have no right to require any information or account of the Partnership
transactions constituting Confidential Information or to inspect the
Partnership's books.

      (b) Any transferee of a Limited Partner's Partnership Interest who meets
the requirements of subsection (a) may be


                                      -61-
<PAGE>   66
admitted as a substituted Limited Partner in the Committee's sole discretion.

      (c) For a transferee of a Limited Partner's Partnership Interest to be
admitted as a substituted Limited Partner under subsection (d) or (e) below, the
transferee must deliver to the Partnership an opinion of counsel, addressed to
the Partnership and in form and substance satisfactory to the Partnership, to
the effect that, assuming the Partnership has the corporate characteristic of
free transferability of interests and that the transferee is admitted as a
substituted Limited Partner, the Partnership would be classified as a
partnership for federal income tax purposes and would not be classified as an
association taxable as a corporation.

      (d) Any transferee of a Limited Partner's Partnership Interest who meets
the requirements of subsections (a) and (c) and who is an Affiliate of the
transferor will be admitted as a substituted Limited Partner.

      (e) Any transferee of a Limited Partner's Partnership Interest who meets
the requirements of subsections (a) and (c) will be admitted as a substituted
Limited Partner with the consent of the Committee, which consent will not be
unreasonably withheld.

      SECTION 11.2. Admission of Successor General Partner. A successor General
Partner selected pursuant to Section 12.1 or the transferee of or successor to
the entire Partnership Interest of a General Partner pursuant to Section 10.2
shall be admitted to the Partnership as a General Partner, effective immediately
prior to the withdrawal of the withdrawing General Partner and upon the receipt
of proper FCC approval pursuant to Section 10.2(b), and shall continue the
business of the Partnership without dissolution. Notwithstanding the foregoing,
the provisions of Section 11.1 shall govern the admission of a transferee in a
transfer resulting in a GTL Change of Control or a Reduction in Interest as
though GTL were a Limited Partner. The successor General Partner shall furnish
to the Partnership (a) acceptance in form satisfactory to counsel to the
Partnership of all the terms and conditions of this Agreement and (b) such other
documents or instruments as may be required by such counsel in order to effect
its admission as a General Partner. No such admission shall be effected until
the General Partner delivers to the Partnership an opinion of counsel, addressed
to the Partnership and its Partners to the effect that such admission will not
adversely affect the tax status of the Partnership. Such opinion will not be
deemed delivered until approved by the Consent of the Disinterested Partners,
which consent will not be unreasonably withheld. Any transferee of less than all
of the Partnership Interests of a General Partner pursuant to Section 10.2 shall
have only the rights of an assignee under Delaware law, shall have no right to
require any information or account of the Partnership transactions constituting
Confidential Informa-


                                      -62-
<PAGE>   67
tion or to inspect the Partnership's books and shall not be admitted to the
Partnership as a successor General Partner.

      SECTION 11.3. Amendment of Agreement and of Certificate of Limited
Partnership. For the admission to the Partnership of any successor Partner, the
Partnership shall take all steps necessary and appropriate to prepare and record
or file as soon as practicable an amendment of this Agreement and the
Certificate of Limited Partnership and may for this purpose exercise the power
of attorney granted pursuant to Section 1.4.



                                  ARTICLE XII.
                              WITHDRAWAL OR REMOVAL

      SECTION 12.1. Withdrawal or Removal of the General Partners. (a) Any
transfer by a General Partner of all of its Partnership Interests as a General
Partner pursuant to Section 10.2 or the conversion of all of its Partnership
Interests pursuant to the Exchange and Registration Rights Agreement shall
constitute the withdrawal of the General Partner for purposes of, and may be
effected only in accordance with, this Section 12.1 and in the case of GTL,
shall be further subject to the provisions of Section 6.3 and in the case of
LQSS, 10.4(c) hereof. A General Partner may not withdraw from the Partnership as
General Partner unless it gives at least 90 days prior written notice of such
withdrawal to the other Partners, such withdrawal shall have been approved by
Consent of the Disinterested Partners and a successor General Partner shall have
been elected by Consent of the Disinterested Partners; provided, however, that
such transfer shall not relieve the General Partner of any of its obligations
hereunder unless the transferee has been adjudged by the Consent of the
Disinterested Partners (which consent shall not be unreasonably withheld) to be
a Person that has at least such comparable financial strength and technical and
managerial capabilities and know-how sufficient for it to perform its duties and
obligations hereunder and it has assumed all preexisting liabilities and
obligations of the General Partner. The notice and election described above
shall not be required in connection with a withdrawal resulting from a transfer
of all of the General Partner's Partnership Interest to an Affiliate Successor,
but the General Partner shall not be relieved of any of its obligations
hereunder without the Consent of the Disinterested Partners required under the
third sentence of Section 10.2(a).

      (b) A General Partner may be removed if such removal is for Nonperformance
and if such removal is approved with the Consent of the Disinterested Partners.
Such removal shall be effective immediately subsequent to the admission of the
successor general partner who shall be subject to the qualifications of Section
12.1(a) hereto. The right to remove a General Partner shall not exist or be
exercised unless the Partnership has received an opinion of counsel (which may
be counsel selected by Consent of the

                                      -63-
<PAGE>   68
Disinterested Partners) that the removal of the General Partner and the
selection of a successor general partner (a) would not cause the loss of limited
liability pursuant to Delaware law of the Limited Partners under this Agreement,
and (b) would not cause the Partnership to be treated as an association taxable
as a corporation for federal income tax purposes.

      (c) A General Partner will be discharged from, and the Partnership or any
Person or Persons continuing the business of the Partnership in the event it has
dissolved, shall assume and pay, as they mature, all Partnership obligations and
liabilities that exist on the date of a General Partner's removal or Approved
Withdrawal from the Partnership and, except as otherwise expressly provided
herein, will hold the General Partner harmless from any action or claim arising
or alleged to arise from such assumed obligations and liabilities accruing after
such date. The Partnership or any such Person or Persons continuing the business
of the Partnership will promptly pay all creditors as of such date or notify
such creditors (i) of the withdrawal or removal of such General Partner, as the
case may be, (ii) of the discharge of such General Partner from all of the
Partnership's obligations and liabilities, and (iii) of the assumption thereof
by the Partnership or such Person or Persons continuing the business of the
Partnership. The Partnership or such Person or Persons continuing the business
of the Partnership if the Partnership has dissolved will use reasonable efforts
to procure and execute an agreement from creditors of the Partnership
discharging such General Partner from liability to such creditors as of the date
of such removal or Approved Withdrawal of such General Partner. Nothing
contained in this Section 12.1 shall relieve a General Partner of any liability
it may have as of the date of its withdrawal under Section 6.11(b). As used in
this Section 12.1(c), the term "Approved Withdrawal" shall mean a withdrawal of
a General Partner following the election of a successor General Partner by
Consent of the Disinterested Partners pursuant to the second sentence of Section
12.1(a) and approval by Consent of the Disinterested Partners of such successor
General Partner's financial strength and technical and managerial capabilities
and know-how pursuant to the proviso to the second sentence of Section 12.1(a)
or, in the case of an Affiliate Successor, approval by Consent of the
Disinterested Partners of such Affiliate Successor's financial strength and
technical and managerial capabilities and know-how pursuant to the third
sentence of Section 10.2(a).

      (d) Upon such removal, and the election of a successor General Partner,
the interest of a General Partner in the Partnership shall be converted into
limited Partnership Interests, provided that, no representative of such Limited
Partner will be entitled to a vote with respect to such Partnership Interests to
the extent the voting thereof is controlled by Loral SpaceCom pursuant to
Section 6.4 of the LQSS Partnership Agreement.

      SECTION 12.2. Right of the Managing General Partner to Become a Limited
Partner. The Managing General Partner may


                                      -64-
<PAGE>   69
become a Limited Partner by either (i) converting some but not all of its
Partnership Interests to limited Partnership Interests or (ii) acquiring limited
Partnership Interests and thereby become entitled to all of the rights of a
Limited Partner to the extent of the limited Partnership Interest so converted
or acquired, and the Consent of the Partners need not be obtained. Such event
shall not be deemed to reduce any of the Managing General Partner's liability
hereunder and will not prevent the Managing General Partner from continuing to
act as a General Partner. Any transfer by the Managing General Partner of such
limited Partnership Interests shall be subject to the provisions of Section
10.2(b)-(d). The Managing General Partner's Capital Contribution referred to in
Section 4.1 hereof will be made in its capacity as General Partner and such
Capital Contribution will not entitle the Managing General Partner to any rights
of a Limited Partner, including those set forth in Article VII hereof.

      SECTION 12.3. Withdrawal of Limited Partner. A Limited Partner who shall
have withdrawn from the Partnership shall have no further rights hereunder.



                                  ARTICLE XIII.
                           DISSOLUTION AND LIQUIDATION

      SECTION 13.1. Dissolution. The Partnership shall dissolve upon:

      (a) December 31, 2044;

      (b) the withdrawal of a General Partner, or any other event that results
in its ceasing to be a General Partner such as the removal, bankruptcy or
dissolution of the General Partner (other than by reason of a transfer pursuant
to Section 10.2 or withdrawal effective following selection of a successor
pursuant to Section 12.1) unless at the time LQSS or a successor to LQSS remains
a general partner of the Partnership;

      (c) a sale of all or substantially all of the assets of the Partnership;

      (d) the bankruptcy or the dissolution (and commencement of winding up) of
the Managing General Partner;

      (e) any other event that under the Delaware Act would cause its
dissolution, except as otherwise provided herein; or

      (f) with the Consent of the Partners, as set forth in Section 6.2(b)(v).

      For purposes of this Section 13.1, bankruptcy of the Managing General
Partner shall be deemed to have occurred when (i) it commences in good faith and
under appropriate circumstances a


                                      -65-
<PAGE>   70
voluntary proceeding or files in good faith and under appropriate circumstances
an answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any involuntary proceeding, which
voluntary or involuntary proceeding seeks a liquidation, reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) it is adjudged bankrupt or insolvent, or has entered against it a
final and non-appealable order for relief under any bankruptcy, insolvency or
similar law now or hereafter in effect, (iii) it executes and delivers a general
assignment for the benefit of its creditors, (iv) it seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator for it or for
all or any substantial part of its properties, or (v) (1) any proceeding of the
nature described in clause (i) above has not been dismissed 120 days after the
commencement thereof or (2) the appointment without its consent or acquiescence
of a trustee, receiver or liquidator appointed pursuant to clause (ii) above has
not been vacated or stayed within 90 days of such appointment, or (3) such
appointment is not vacated within 90 days after the expiration of any such stay.

      SECTION 13.2. Continuation of the Business of the Partnership after
Dissolution. To the extent permitted by the Delaware Act, upon dissolution of
the Partnership in accordance with Section 13.1(b), (d) or (e), the remaining
Partners may elect to reconstitute the Partnership and continue its business on
the same terms and conditions set forth in this Agreement if holders of a
majority of the outstanding PPIs and a Majority in Interest of the Partners
agree in writing (1) to continue the business of the Partnership and (2) to the
appointment, if necessary, effective as of the date of withdrawal, of a
successor Managing General Partner. Unless such an election is made within 90
days after dissolution, the Partnership shall conduct only activities necessary
to wind up its affairs. If such an election is made within 90 days after
dissolution, then:

      (a) the reconstituted Partnership shall continue unless earlier dissolved
in accordance with this Article XIII; and

      (b) all necessary steps shall be taken to cancel this Agreement and the
Certificate of Limited Partnership and to enter into a new partnership agreement
and certificate of limited partnership, and the successor Managing General
Partner or GTL, as the case may be, may for this purpose exercise the powers of
attorney granted pursuant to Section 1.4 or such similar provision in the new
partnership agreement.

      SECTION 13.3. Winding Up and Liquidation. (a) Upon dissolution of the
Partnership other than pursuant to Section 6.13, unless the Partnership is
continued under an election to reconstitute and continue the Partnership
pursuant to Section 13.2, the Managing General Partner or, in the event the
Managing General Partner has been dissolved or removed, has become bankrupt as
defined in Section 13.1 or has withdrawn from the


                                      -66-
<PAGE>   71
Partnership, a liquidator or liquidating committee selected by Consent of the
Partners, shall be responsible for the winding up of the affairs of the
Partnership and the distribution of its assets. The Person or Persons who assume
such responsibility (whether they be the Managing General Partner or not) are
referred to herein as the "Liquidator." In connection with a winding up of the
affairs of the Partnership, the Liquidator shall cause an accounting to be made
of the assets and liabilities of the Partnership. If any liability is contingent
or uncertain in amount, a reserve will be established in such amount as the
Liquidator deems reasonably necessary. Upon satisfaction or other discharge of
such contingency, the amount of the reserve not required, if any, will be
distributed as provided in this Section 13.3.

      (b) The Liquidator (if other than the Managing General Partner) shall be
entitled to receive such compensation for its services as may be approved by
Consent of the Partners. The Liquidator shall agree not to resign at any time
without fifteen (15) days' prior written notice and (if other than the Managing
General Partner) may be removed at any time, with or without cause, by notice of
removal signed by Consent of the Partners. Upon dissolution, removal or
resignation of the Liquidator, a successor and substitute Liquidator (who shall
have and succeed to all rights, powers and duties of the original Liquidator)
shall within thirty (30) days thereafter be selected by Consent of the Partners.
The right to appoint a successor or substitute Liquidator in the manner provided
herein shall be recurring and continuing for so long as the functions and
services of the Liquidator are authorized to continue under the provisions
hereof, and every reference herein to the Liquidator will be deemed to refer
also to any such successor or substitute Liquidator appointed in the manner
herein provided. Except as expressly provided in this Article XIII, the
Liquidator appointed in the manner provided herein shall have and may exercise,
without further authorization or consent of any of the parties hereto, all of
the powers conferred upon the Committee under the terms of this Agreement (but
subject to all of the applicable limitations, contractual and otherwise, upon
the exercise of such powers) to the extent necessary or desirable in the good
faith judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding up
and liquidation of the Partnership as provided for herein.

      (c) The Liquidator shall liquidate the assets of the Partnership, and
apply and distribute the proceeds of such liquidation in the following order of
priority, unless otherwise required by mandatory provisions of applicable law:

            (i) to the payment of Partnership creditors, including Partners in
      respect of loans or guaranteed payments, in order of priority provided by
      law;


                                      -67-
<PAGE>   72
            (ii) to the establishment of reasonable reserves for contingencies;
      and

            (iii) to the Partners in proportion and to the extent of the
      positive balances in their respective Capital Accounts (determined after
      applying the provisions of Article V).

      (d) The Liquidator shall be authorized to sell any, all or substantially
all of the assets of the Partnership for deferred payment obligations, and to
hold, collect and otherwise administer any such obligations or any other
deferred payment obligations held or acquired as assets of the Partnership,
regardless of the terms of such obligations.

      (e) A reasonable time, including, without limitation, any time required to
collect deferred payment obligations, shall be allowed for the orderly
liquidation of the assets of the Partnership and the discharge of liabilities to
creditors so as to enable the Liquidator to minimize the normal losses attendant
upon the liquidation. Upon the Liquidator's compliance with the foregoing
distribution plan, the Partners shall execute, acknowledge, swear to and cause
to be filed a Certificate of Cancellation of the Partnership. Except as
otherwise expressly provided herein, the General Partners shall not be
personally liable for the return of the original investment or contributions of
the Limited Partners, or any portion thereof. Any such return shall be made
solely from Partnership assets and in accordance with the express provisions
hereof.

      (f) If, in the process of collecting any deferred payment obligation
generated by a sale of assets of the Partnership, the Partnership reacquires any
such assets, and if, at such time, there is a Managing General Partner and the
same so determines, the Partnership shall be reconstituted with the Consent of
the Partners upon the terms and conditions hereof.

      SECTION 13.4. Cancellation of Certificate of Limited Partnership. Upon the
completion of the distribution provided for in Section 13.3, the Partnership
shall be terminated, and the Liquidator (or the General Partners and the Limited
Partners if necessary) shall cause the cancellation of the Certificate of
Limited Partnership and all qualifications of the Partnership as a foreign
limited partnership in jurisdictions other than the State of Delaware and shall
take such other actions as may be necessary to terminate the Partnership.

      SECTION 13.5. Return of Capital. Except as otherwise expressly provided
herein, the General Partners shall not be personally liable for the return of
the Capital Contribution of the Limited Partners, or any portion thereof, it
being expressly understood that any such return shall be made solely from
Partnership assets.


                                      -68-
<PAGE>   73
      SECTION 13.6. Waiver of Partition. Each Partner hereby waives any rights
to partition of Partnership property.

      SECTION 13.7. Deficit Upon Liquidation. Upon liquidation, the Partners
shall not be obligated to the Partnership for any deficit in their Capital
Accounts.



                                  ARTICLE XIV.
                       AMENDMENT OF PARTNERSHIP AGREEMENT;
                              MEETINGS; RECORD DATE

      SECTION 14.1. Amendments to be Adopted Without Consent of the Partners.
The Partnership (pursuant to powers of attorney granted under Section 1.4
hereof), without the Consent of the Partners, may amend any provision of this
Agreement, and execute, swear to, acknowledge, deliver, file and record whatever
documents may be required in connection therewith, to reflect:

      (a) a change in the name of the Partnership approved with the Consent of
the Partners or a change in the location of the principal place of business of
the Partnership;

      (b) a change that the Partnership, based upon the opinion of outside
counsel, furnished to all the Partners, has determined to be reasonable and
necessary or advisable (i) to qualify or continue the qualification of the
Partnership as a limited partnership or a partnership in which the limited
partners have limited liability under the laws of any state or (ii) to ensure
that the Partnership will not be treated other than as a partnership for federal
income tax purposes;

      (c) a change (i) that the Partnership, based upon the opinion of outside
counsel, furnished to all the Partners, has determined is necessary or desirable
to satisfy any requirements, conditions or guidelines contained in any opinion,
directive, order, ruling or regulation of any federal or state agency or
judicial authority or contained in any federal or state statute, compliance with
any of which the Partnership deems to be in the best interests of the Partners,
or (ii) that is expressly required or expressly contemplated by this Agreement
or is otherwise herein expressly permitted to be made by the Partnership;

      (d) immaterial amendments to correct any mistake or clear omission or to
reflect the surrender of any rights or the assumption of any additional
responsibilities by the General Partners; or

      (e) any amendment necessary to give effect to the issuance and sale of
Additional Partnership Interests permitted by Sections 4.4 and 4.10 hereof or to
give effect to the admission of any Additional Limited Partners pursuant
thereto, including


                                      -69-
<PAGE>   74
such amendments to Article V hereof as are necessary to give effect to any
allocations of Income or Loss to the holder of such Additional Partnership
Interests and any distributions to be made to such holders and do not adversely
affect the other Partners.

      SECTION 14.2. Amendment Procedures. Except as provided in Section 14.1,
all amendments to this Agreement shall be made in accordance with the following
requirements. Subject to Sections 6.2(b)(i) and 14.1, any proposed amendment
shall be effective only upon the consent of the Committee and the Consent of the
Partners, provided, that no amendment adversely affecting the capital account or
other economic rights of any Partner shall be made without such Partner's
consent. Promptly after the adoption of an amendment to this Agreement as
provided hereunder, the Partnership shall forward a copy of such amendment to
each Partner.



                                   ARTICLE XV.
                               GENERAL PROVISIONS

      SECTION 15.1. Addresses and Notices. The address of each Partner for all
purposes shall be the address as set forth on the signature page of this
Agreement or such other address of which each other Partner has received written
notice. All notices, requests, demands and other communications required or
permitted to be given under this Agreement shall be sent to the party to whom
the notice is to be given, by telex, fax (confirmed by first class mail, postage
prepaid), telegram or first class mail, postage prepaid and properly addressed
as provided in this Agreement (in each case such notice shall be deemed to have
been duly given on the day the notice is first received by that party) or to
such other address or Person as may be designated by a party, by notice given in
accordance with this Section.

      SECTION 15.2. Titles and Captions. All article or section titles or
captions in this Agreement are for convenience only. They shall not be deemed
part of this Agreement and in no way define, limit, extend or describe the scope
or intent of any provisions hereof. Except as specifically provided otherwise,
references to "Articles" and "Sections" are to Articles and Sections of this
Agreement.

      SECTION 15.3. Pronouns and Plurals. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

      SECTION 15.4. Further Action. (a) The parties shall execute and deliver
all documents, provide all information and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement.


                                      -70-
<PAGE>   75
      (b) At any time or times, upon the request of the Partnership, the
Partners hereby agree to sign and swear to any certificate required by Delaware
or other applicable law, to sign and swear to any amendment to or cancellation
of any such certificate whenever such amendment or cancellation is required by
or appropriate under law, to sign and swear to or acknowledge similar
certificates or affidavits or certificates of fictitious firm name, trade name
or the like (and any amendments or cancellations thereof) required by or
appropriate under the laws of Delaware or any other jurisdiction in which the
Partnership does or proposes to do business, and cause the filing of any of the
same for record wherever such filing shall be required by law.

      SECTION 15.5. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted assigns.

      SECTION 15.6. Integration. This Agreement together with the Subscription
Agreement entered into by each Partner or the assignor of its Partnership
Interests and the Mutual Non-Disclosure Agreement dated January 11, 1994,
entered into by and among the Partnership and certain of its Partners (the
"Mutual Non-Disclosure Agreement"), constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.

      SECTION 15.7. Creditors. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of the Partnership.

      SECTION 15.8. Waiver. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

      SECTION 15.9. Counterparts. This Agreement may be executed in
counterparts, all of which together shall constitute one agreement binding on
all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become
bound by this Agreement immediately upon affixing its signature hereto
independently of the signature of any other party.

      SECTION 15.10. Dispute Resolution. (a) The Parties shall attempt to
resolve by good faith and diligent negotiation any dispute, controversy or claim
between them arising out of or relating to this Agreement, or the breach,
termination or invalidity thereof. If such negotiations are not concluded within
30 days of a Party's request for negotiations, a Party may (other than with
respect to a controversy arising pursuant to Section 12.1 hereof) initiate
arbitration as provided for below.


                                      -71-
<PAGE>   76
      (b) International Arbitration. Any dispute, controversy or claim arising
out of or relating to this Agreement, or the breach, termination or invalidity
thereof, that involves a non-U.S. Party and that has not been amicably resolved
pursuant to the procedures of Section 15.10(a), shall be settled by arbitration
in accordance with the UNCITRAL Arbitration Rules as at present in force. The
language of the arbitration proceedings shall be English. The number of
arbitrators shall be one. If such an international arbitration is initiated by
the Partnership, the place of arbitration shall be Geneva, Switzerland, the
appointing authority shall be the Chamber of Commerce and Industry of Geneva;
and any arbitrator appointed by the appointing authority shall be a retired
Swiss federal or cantonal judge of a federal or cantonal court of general
jurisdiction or any court having appellate jurisdiction over such a court. If
the arbitration is initiated by GTL or the Limited Partners, the place of
arbitration shall be New York, New York; the appointing authority shall be the
American Arbitration Association; and any arbitrator appointed by the appointing
authority shall be a retired United States federal judge or a retired state
court judge of a federal or state court of general jurisdiction or any court
having appellate jurisdiction over such a court.

      (c) U.S. Arbitration. Any dispute, controversy or claim arising out of or
related to this Agreement, or the breach, termination or invalidity thereof,
that involves only U.S. Parties and that has not been amicably resolved pursuant
to the procedures of Section 15.10(a), shall be settled by arbitration in
accordance with the UNCITRAL Arbitration Rules as at present in force. The
language of the arbitration proceedings shall be English. The number of
arbitrators shall be one. If the arbitration is initiated by the Partnership,
the place of arbitration shall be San Francisco, California. If the arbitration
is initiated by the Limited Partners, the place of arbitration shall be New
York, New York. The appointing authority shall be the American Arbitration
Association. Any arbitrator appointed by the appointing authority shall be a
retired United States federal judge or a retired state court judge of a federal
or state court of general jurisdiction or any court having appellate
jurisdiction over such a court.

      (d) Resolution of Common Issues. If at any time there is pending an
arbitration under this Section 15.10 and such arbitration involves one or more
significant issues of law or fact the resolution of which a Partner desires
binding on some or all its Partners, the Partnership may give written notice to
such Partners identifying the issue of law or fact the resolution of which the
Partnership desires to be so binding and inviting each Partner to join in such
arbitration as provided in this Section 15.10(d). Each Partner which shall have
received such a notice shall have the right (but shall not be obligated) to
become a party to such arbitration for the limited purpose of the resolution of
such issue of law or fact. The arbitrator in such arbitration may supplement and
alter the UNCITRAL Rules in their application to such arbitration as may be
necessary or appropriate to accommodate


                                      -72-
<PAGE>   77
the multi-party nature of the arbitration and to ensure the just, expeditious,
economical and final determination of the dispute. The award in any such
arbitration shall be final and binding, as to resolution of the issues of fact
and law decided therein and identified in the notice from the Partnership given
pursuant to this Section 15.10(d), on all of the Partners who were given notice
of such arbitration and an opportunity to participate as parties therein,
whether or not they participated in such arbitration.

      (e) Enforcement. Arbitral awards under this Section 15.10 shall be final
and binding, and shall be enforceable in any court having jurisdiction.

      SECTION 15.11. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. REFERENCES HEREIN TO TEMPORARY OR
FINAL TREASURY REGULATIONS ALSO REFER TO CORRESPONDING PROVISIONS OF SUCCESSOR
AND SUPERSEDING REGULATIONS.

      SECTION 15.12. Confidentiality. (a) For purposes of this Agreement,
"Confidential Information" shall mean all oral, written and/or tangible
technical, financial, business and/or any other information of whatever kind
created by the Partnership or disclosed by a Partner or its Affiliate or the
Partnership (in any case "Owner") to a receiving party ("Recipient") which is
confidential, proprietary and/or not generally available to the public,
including, but not limited to, information relating, in whole or in part, to
present and future services related to the Partnership's business, business
plans and strategies, marketing ideas and concepts, pricing, volume estimates,
financial data, market testing information, development plans, specifications,
configurations, designs, plans, drawings, apparatus, sketches, software,
hardware, data, connecting requirements or other technical and business
information. Confidential Information provided by Owner shall remain the sole
and exclusive property of Owner.

      (b) During the term of this Agreement, and until the fifth anniversary of
the termination thereof, or in the event of the transfer by a Partner of all of
its Partnership Interests prior to the termination of this Agreement, until the
fifth anniversary of such transfer, Confidential Information:

            (i) shall be treated in confidence by Recipient and shall be used
      only for purposes of Recipient's performance of its obligations under this
      Agreement, or any other written agreement between Owner and Recipient
      entered into subsequent to the Effective Date or the GTL Effective Date,
      as the case may be, in connection with the Partnership's business;

            (ii) shall not be reproduced or copied in whole or in part, except
      as necessary for use as authorized herein; and


                                      -73-
<PAGE>   78
            (iii) shall be disseminated only to those of its and its Affiliates'
      employees, agents and subcontractors who have a need to know it (and such
      employees, agents and subcontractors shall be advised of the obligations
      assumed herein). Recipient shall ensure by appropriate procedures that
      those employees, agents and subcontractors to whom Confidential
      Information is disseminated or disclosed treat such Confidential
      Information in confidence pursuant to this paragraph.

      (c) Notwithstanding the foregoing, information shall not be deemed
Confidential Information and Recipient shall have no obligation with respect to
any such information which:

                  (i) is or was in the possession of the Recipient at the time
      of disclosure by Owner, and was not previously acquired by the Recipient
      directly or indirectly from Owner under an obligation to keep such
      information confidential; or

                  (ii) is or becomes publicly known, through no negligence or
      other wrongful act of Recipient; or

                  (iii) is received by Recipient from a third party having, to
      the best knowledge of the Recipient, a lawful right to disclose, subject
      to, as to disclosed information, any restriction as to use, imposed by
      such third party; or

                  (iv) is independently developed by Recipient, as evidenced by
      its records.

      (d) Upon the termination of this Agreement, or upon a transfer by a
Partner of its Partnership Interest, written Confidential Information will be
returned to Owner or destroyed immediately upon the request of Owner, and no
copies, extracts or other reproductions shall be retained by Recipient. All
documents, memoranda, notes and other writings whatsoever prepared by Recipient
which contain the Confidential Information shall be returned to Owner or
destroyed at Owner's request. The redelivery or destruction of such materials
shall not relieve Recipient of its obligation of confidentiality or other
obligations hereunder.

      (e) If Recipient (or its Affiliate) is required by order of any competent
authority (by oral questions, interrogatories, directions, requests for
information or documents, subpoena, civil investigative demand or similar
process) to disclose any Confidential Information, Recipient will promptly
notify Owner of such order or requirement and shall cooperate with Owner in
seeking appropriate protective arrangements requested by Owner. If, in the
absence of a protective order or the receipt of a waiver hereunder, Recipient
(or any of its Affiliates) is in the written opinion of Recipient's counsel
compelled to disclose the Confidential Information or else stand liable for
contempt or suffer other censure or significant penalty, Recipient (or its
Affiliate) may disclose only so much of the Confidential Information to the


                                      -74-
<PAGE>   79
authority compelling disclosure as is required by law. Recipient will exercise
(and will cause its Affiliate to exercise) reasonable efforts to obtain
appropriate protective arrangements or other reliable assurance that
confidential treatment will be accorded to Confidential Information.

      (f) The terms and conditions of this Agreement and all exhibits,
attachments and amendments hereto and thereto shall be considered Confidential
Information protected under this Section 15.12.

      (g) Notwithstanding anything in this Section 15.12 to the contrary, in the
event that any Confidential Information is also subject to a limitation on
disclosure or use contained in another written agreement between Owner and
Recipient which is more restrictive than the limitations contained in this
Section 15.12, then the limitation in such agreement shall supersede this
Section 15.12.

      (h) The Partners hereby agree that within six months of the date of this
Agreement, they shall conform the provisions set forth in this Section 15.12
with those contained in the Mutual Non-Disclosure Agreement and any other
agreement relating to confidentiality that may be in effect among the parties
hereto.

      SECTION 15.13. Invalidity of Provisions. If any provision of this
Agreement is or becomes invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby, unless the effect would be to materially
and adversely affect the economic rights of any Partner.


                                      -75-
<PAGE>   80
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

      LORAL/QUALCOMM SATELLITE SERVICES, L.P.
      Managing General Partner



      By: /s/ Michael B. Targoff
          ---------------------------------
          Name:  Michael B. Targoff
          Title: Senior Vice President


      GLOBALSTAR TELECOMMUNICATIONS LIMITED
      General Partner



      By: /s/ Michael B. Targoff
          ---------------------------------
          Name:  Michael B. Targoff
          Title: Senior Vice President


      AIRTOUCH SATELLITE SERVICES
      Limited Partner



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

      Address for Notices:

      One California Street
      San Francisco, CA  94105


      SAN GIORGIO S.p.A.
      Limited Partner



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

      Address for Notices:

      Viale Maresciallo Pilsudski 92
      00197 Roma, Italy


                                      -76-
<PAGE>   81
      HYUNDAI/DACOM
      Limited Partner



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

      Address for Notices:

         c/o Hyundai Electronics Industries Co., Ltd.
         San 136-1, Ami-ri, Bubal-eub
         Ichon-Kun, Kyungki-do 467-860 Korea


      LORAL/DASA GLOBALSTAR, L.P.
         by LORAL GLOBALSTAR, L.P., its
            general partner
         by LORAL GENERAL PARTNER, INC.,
            its general partner
      Limited Partner


      By: /s/ Michael B. Targoff
          ---------------------------------
          Name:  Michael B. Targoff
          Title: Vice President

         Address for Notices:

         3825 Fabian Way
         Palo Alto, CA  94303

      LORAL GLOBALSTAR, L.P.
         by LORAL GENERAL PARTNER, INC.,
            its general partner
      Limited Partner


      By: /s/ Michael B. Targoff
          ---------------------------------
          Name:  Michael B. Targoff
          Title: Vice President

         Address for Notices:

         3200 Zanker Road
         San Jose, CA 95164


                                      -77-
<PAGE>   82
         TE.SA.M.
         Limited Partner



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


         Address for Notices:

         66, avenue du Maine
         75014 Paris
         France


         VODASTAR LIMITED
         Limited Partner


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

         Address for Notices:

         c/o Vodafone Group PLC
         The Courtyard
         2-4 London Road
         Newbury, Berkshire RG13 1JL
         United Kingdom


                                      -78-
<PAGE>   83
                                                                      SCHEDULE A

                              SCHEDULE OF PARTNERS
<TABLE>
<CAPTION>

       Partner             Capital Contribution             Interests
       -------             --------------------             ---------
<S>                       <C>                        <C>
AirTouch Satellite         $ 37,500,000                3,000,000 OPIs
   Services
San Giorgio S.A.           $ 18,750,000                1,000,000 OPIs
      GTL                  $186,000,000*              10,000,000 OPIs
                                                       4,769,231 PPIs
HyunCorp                   see Footnote No. 1            300,000 OPIs
HyunElect                  see Footnote No. 1          2,100,000 OPIs
DACOM                      see Footnote No. 1            450,000 OPIs
DACOM International        see Footnote No. 1            150,000 OPIs
Loral/DASA                 $ 37,500,000                3,000,000 OPIs
GlobalStar, L.P.
Loral Space &              $ 37,500,000                3,000,000 OPIs
   Communications
   Ltd.
LQSS                       $ 50,000,000               18,000,000 OPIs
TESAM                      $ 37,500,000                3,000,000 OPIs
Vodastar Limited           $ 37,500,000                3,000,000 OPIs
</TABLE>

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

*  Plus the net proceeds from the CPEO Offering as described in    the
Offering Memorandum.

1.  The initial contribution of $ 37,500,000 was made by     Hyundai/DACOM.
<PAGE>   84
                                                                      SCHEDULE B


                           RELATED PARTY TRANSACTIONS


1.    Contract for the Development of Certain Portions of the Ground Operations
      Control Center between Globalstar and Loral Western Development
      Laboratories, a division of Loral Aerospace Corp. as outlined in the
      request for Consent of Disinterested Partners, dated May 2, 1994.

2.    Contract for the Development of Satellite Orbital Operations Centers
      between Globalstar and Loral Aerosys, a division of Loral Aerospace Corp.

3.    Office Lease between Globalstar and Loral Western Development
      Laboratories.

4.    Subcontract Providing Work for Hyundai, dated April 29, 1994, between
      Globalstar, SS/L and Hyundai.

5.    Support Agreement (completed), dated August 26, 1994, between Globalstar
      and AirTouch.
<PAGE>   85
                                                                      SCHEDULE C

                                    ARTICLE I

                                    Covenants

      SECTION 1.1. Distributions on PPIs. Cumulative accrued distributions shall
be payable on the PPIs as set forth in Section 5.5(a)(ii) of this Agreement on
each Scheduled Distribution Payment Date commencing on June 1, 1996 (or, if such
date is not a Business Day, on the next succeeding Business Day). Subject to
Section 5.5 of this Agreement, distributions on the PPIs shall occur, as and if
designated by the Committee in its sole discretion. Distributions on the PPIs
will accrue on a daily basis (360 day year and twelve 30-day months) (without
interest or compounding) whether or not there are unrestricted funds legally
available for the payment of such distributions and whether or not such
distributions are declared. Distribution Arrearages shall also not accrue
interest.

      SECTION 1.2. Payment of Redemption Price and Distributions. (a) The
Partnership will duly and punctually pay or cause to be paid by no later than
one Business Day prior to the date such payment is due the Redemption Price of,
and Scheduled Distributions, including any Distribution Make-Whole Payment, on
the PPIs, in accordance with the terms of this Agreement; provided, however,
that the Partnership may defer paying Scheduled Distributions on any Scheduled
Distribution Payment Date if the Committee so determines in its sole discretion,
but so long as any Distribution Arrearage remains outstanding, except as set
forth in Section 5.5(a)(iv) of this Agreement and Section 4.1 of this Schedule
C, the Partnership will be prohibited from paying distributions on (i) its OPIs
or (ii) preferred partnership interests that may be issued in the future other
than pro rata based on the redemption amount of such preferred partnership
interests.

      (b) The Partnership may elect, at its option, to pay the Redemption Price
of, and Scheduled Distributions, including any Distribution Make-Whole Payment,
on the PPIs, (i) in cash, (ii) by delivery of OPIs (in the manner described in
paragraph (c) of this Section 1.2) or (iii) through any combination of the
foregoing forms of consideration elected by the Committee in its sole
discretion.

      (c) If the Partnership elects to deliver any OPIs in lieu of a cash
payment on the applicable date of payment, the Partnership shall deliver, in the
aggregate, the number of OPIs equal to (i) the amount of payment that is not
being paid in cash, (ii) divided by: (A) in the case of Scheduled Distributions
and any Distribution Make-Whole Payment, 90% of the Average Market Value of the
GTL Common Stock; (B) in the case of all other payments, 100% of the Average
Market Value of the GTL Common Stock; provided, however, if the Partnership
shall have
<PAGE>   86
received a GTL Interest Payment Notice or a GTL Response Redemption Notice which
indicates that GTL shall have elected to make its corresponding payment from the
proceeds from the sale of any issuance of GTL Common Stock, then the valuation
of the OPIs to be issued by the Partnership pursuant to Section 1.2(b)(ii) shall
be based upon the actual price at which such GTL Common Stock is sold.

      (d) The Partnership shall deliver a Globalstar Interest Notice to GTL 20
Business Days prior to the applicable Scheduled Distribution Payment Date.

      SECTION 1.3. Certain Accompanying Payments. PPIs surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Distribution Payment Date to the opening of business on
such Distribution Payment Date (except PPIs called for redemption on a
Redemption Date within such period) must be accompanied by payment in cash of an
amount equal to the distribution thereon which GTL is entitled to receive;
provided, that no payment shall be owed or payable to GTL if the Committee shall
have elected to defer the distribution to be made on such Distribution Payment
Date. No other adjustment for distributions, including any Distribution
Arrearages, is to be made upon conversion.

                                   ARTICLE II

                               Redemption of PPIs

      SECTION 2.1. Right of Redemption; Mechanics of Redemption. (a) The PPIs
may be redeemed, pursuant to either a Provisional Redemption (as described in
Section 2.6 of this Schedule C, any such Provisional Redemption shall include
the Distribution Make-Whole Payment) or Optional Redemption (as described in
Section 2.7 of this Schedule C), at the election of the Partnership, in whole or
from time to time in part and shall be redeemed at the Mandatory Redemption
Date, at the Redemption Prices specified in this Article II, together with
accrued Scheduled Distributions to the Redemption Date.

      (b) The Partnership shall deliver a Globalstar Redemption Notice to GTL 20
Business Days prior to any such Redemption Date.

      SECTION 2.2. Selection by the Managing General Partner of PPIs to be
Redeemed. If any PPI selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the PPI so
selected, the converted portion of such PPI shall be deemed (so far as may be)
to be the portion selected for redemption. PPIs which have been converted during
a selection of PPIs to be redeemed shall be treated by the Managing General
Partner as Outstanding for the purpose of such selection, but not for the
purpose of paying the Redemption Price thereof.


                                       -2-
<PAGE>   87
      For all purposes of this Agreement, unless the context otherwise requires,
all provisions relating to the redemption of PPIs shall relate, in the case of
any PPIs redeemed or to be redeemed only in part, to the portion of the
redemption amount of such PPI which has been or is to be redeemed.

      SECTION 2.3.  Notice of Redemption.  Whenever a Globalstar Redemption
Notice is required to be delivered to GTL, such Notice shall state:

            (1) the Redemption Date;

            (2) the Redemption Price;

            (3) if less than all the Outstanding PPIs are to be redeemed, the
      identification (and, in the case of partial redemption, the redemption
      amounts) of the particular PPIs to be redeemed;

            (4) that on the Redemption Date the Redemption Price, together with
      (unless the Redemption Date shall be a Scheduled Distribution Payment
      Date) distributions accrued and unpaid to the Redemption Date, will become
      due and payable upon each such PPI to be redeemed and that distributions
      thereon will cease to accrue on and after said date;

            (5) the Conversion Ratio, the date on which the right to convert the
      Stated Value of the PPIs to be redeemed will terminate and the place or
      places where such PPIs may be surrendered for conversion; and

            (6) the place or places where such PPIs are to be surrendered for
      payment of the Redemption Price.

      SECTION 2.4. Deposit of Redemption Price. Prior to any Redemption Date,
the Partnership shall deposit with the Trustee or with GTL's paying agent (or,
to GTL if GTL is acting as its own paying agent with respect to the CPEOs) an
amount of consideration sufficient to pay, in the case of a cash payment, or
deliver, in the case of delivery of OPIs, the Redemption Price of and (except if
the Redemption Date shall be a Scheduled Distribution Payment Date) the accrued
Scheduled Distribution on all the PPIs which are to be redeemed on that date
(other than any PPIs called for redemption on that date which have been
converted prior to the date of such deposit, except with respect to any
applicable Distribution Make-Whole Payment).

      If any PPI called for redemption is converted, any cash or OPIs deposited
with the Trustee, GTL's paying agent or with GTL shall (subject to any right of
GTL to receive distributions as provided in Section 1.3 of this Schedule C) be
paid or delivered to the Partnership upon its request. Any Distribution
Make-Whole


                                       -3-
<PAGE>   88
Payment will be paid to GTL on the date of conversion or Redemption Date, as the
case may be.

      SECTION 2.5. PPIs Payable on Redemption Date. Notice of redemption having
been given as aforesaid, the PPIs so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Partnership shall default in the payment of the
Redemption Price and accrued Scheduled Distributions, including any Distribution
Make-Whole Payment) no further distributions shall be payable or accrue with
respect to such PPIs. Upon surrender of any such PPI for redemption in
accordance with said notice, such PPI shall be paid, subject to Section 1.3, by
the Partnership at the Redemption Price, together with accrued Scheduled
Distributions to the Redemption Date.

      If any PPI called for redemption shall not be so paid upon surrender
thereof for redemption, the Redemption Price (but not any unpaid Scheduled
Distributions or any Distribution Make-Whole Payment) shall, until paid, bear
interest from the Redemption Date at 6 1/2% per annum.

      SECTION 2.6. Provisional Redemption. The Partnership may redeem, in whole
or in part (a "Provisional Redemption"), at any time prior to March 2, 1999, at
the Redemption Price of 103% of the aggregate Stated Value of the PPIs to be
redeemed plus accrued and unpaid Scheduled Distributions, if any, to the date of
Provisional Redemption (the "Provisional Redemption Date"), in the event that
the Current Market Value of the GTL Common Stock equals or exceeds the following
Trigger Percentages of the GTL Conversion Price for at least 20 Trading Days in
any consecutive 30 Trading Day period ending on the Trading Day prior to the
date of mailing of the Globalstar Redemption Notice if called for Provisional
Redemption in the 12-month period ending March 1 of the following years:

                Year                          Trigger Percentage
                ----                          ------------------
                1997                                 170%
                1998                                 160%
                1999                                 150%

      Upon any Provisional Redemption, the Partnership shall make the
Distribution Make-Whole Payment with respect to the PPIs called for redemption.
The Partnership shall make the Distribution Make-Whole Payment on all PPIs
called for Redemption, regardless of whether such PPIs are converted prior to
the Provisional Redemption Date.

      SECTION 2.7. Optional Redemption. Commencing March 2, 1999, the PPIs will
be redeemable at any time, in whole or in part, at the election of the
Partnership (the "Optional Redemption"), at a Redemption Price equal to the
percentage of the Stated Value set forth below plus accrued and unpaid Scheduled
Distributions, if any, to the date of Optional


                                       -4-
<PAGE>   89
Redemption (the "Optional Redemption Date") if redeemed in the 12-month period
ending March 1 of the following years:

                Year                           Redemption Price
                ----                           ----------------
                2000                                 103%
                2001                                 102%
                2002                                 101%

and thereafter at a Redemption Price equal to 100% of the Stated Value plus
accrued and unpaid Scheduled Distributions, if any, to the Optional Redemption
Date.

      SECTION 2.8. Mandatory Redemption. Each PPI (if not earlier redeemed or
converted) will be mandatorily redeemed by the Partnership on the Mandatory
Redemption Date at a Redemption Price of 100% of the Stated Value plus accrued
and unpaid Scheduled Distributions, if any (including all Distribution
Arrearages), to the Mandatory Redemption Date.

                                   ARTICLE III

                               Conversion of PPIs

      SECTION 3.1. Conversion Privilege and Conversion Price. Subject to and
upon compliance with the provisions of this Article, one PPI shall be
convertible into one OPI (the "Conversion Ratio") which Conversion Ratio shall
be adjusted in certain circumstances as provided in Section 3.4. Upon any
conversion of CPEOs by a holder thereof, GTL shall convert a proportionate
amount of PPIs into OPIs. Such conversion right shall expire at the close of
business on the Business Day preceding the Mandatory Redemption Date. In case a
PPI or portion thereof is called for redemption, such conversion right in
respect of the PPI or portion so called shall expire at the close of business on
the Business Day preceding the Redemption Date, unless the Partnership defaults
in making the payment due upon redemption.

      SECTION 3.2. Exercise of Conversion Privilege. PPIs surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Scheduled Distribution Payment Date to the opening of
business on such Scheduled Distribution Payment Date shall (except in the case
of PPIs or portions thereof which have been called for redemption on a
Redemption Date within such period) be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Partnership of an amount
equal to the Scheduled Distribution payable on such Scheduled Distribution
Payment Date on the Stated Value of PPIs being surrendered for conversion.
Except as provided in the preceding sentence and subject to Section 1.3 of this
Schedule, no payment or adjustment shall be made upon any conversion on account
of any Scheduled Distribution accrued on the PPIs surrendered for conversion or
on account of any Scheduled Distributions on the OPIs issued upon conversion. In


                                      -5-
<PAGE>   90
no event shall the Partnership be obligated to pay any converting Holder any
unpaid Distribution Arrearages upon conversion.

      PPIs shall be deemed to have been converted immediately prior to the close
of business on the day of surrender of such PPIs for conversion in accordance
with the foregoing provisions, and at such time the rights of GTL with respect
to such PPIs shall cease, and OPIs issuable upon conversion shall be treated for
all purposes as having been issued at such time.

      SECTION 3.3. Fractions of Interests. In the event that GTL shall be
required to pay a cash adjustment in lieu of any issuance of fractional
interests in GTL Common Stock as provided in the Indenture and GTL shall not
have cash available to make such payment, then the Partnership shall make a cash
distribution to GTL, in lieu of a payment of such amount in OPIs under this
Agreement and to the extent that funds shall be legally available thereof, to
allow GTL to make such cash adjustments.

      SECTION 3.4. Adjustment of Conversion Ratio. Upon an adjustment of the GTL
Conversion Price (a "GTL Adjustment Event"), the Conversion Ratio shall be
adjusted so that the ratio of the number of OPIs issuable upon conversion of a
PPI after the GTL Adjustment Event to the number of shares of Common Stock
issuable upon conversion of a CPEO after the GTL Adjustment Event shall equal
the ratio of the number of OPIs issuable upon conversion of a PPI immediately
prior to the GTL Adjustment Event to the number of shares of Common Stock
issuable upon conversion of a CPEO immediately prior to the GTL Adjustment
Event.

      SECTION 3.5. Provisions in Case of Consolidation, Merger or Conveyance or
Transfer of Properties and Assets. In case of any consolidation of the
Partnership with, or merger of the Partnership into, any other partnership or
other business entity, or in case of any merger of another partnership or other
business entity into the Partnership (other than a merger which does not result
in any reclassification, conversion, exchange or cancellation of outstanding
Partnership Interests or a transaction governed by Section 6.13 of this
Agreement), or in case of any conveyance or transfer of the properties and
assets of the Partnership substantially as an entirety, the partnership,
corporation, or other business entity formed by such consolidation or resulting
from such merger or which acquires by conveyance or transfer such properties and
assets, as the case may be, shall execute and deliver to GTL an agreement
providing that GTL shall have the right thereafter, during the period PPIs shall
be convertible as specified in this Article III, to convert such PPIs only into
the kind and amount of securities, cash and other property receivable upon such


                                      -6-
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consolidation, merger, conveyance or transfer by a Partner holding OPIs
immediately prior to such consolidation, merger, conveyance or transfer,
assuming such Partner failed to exercise its rights of election, if any, as to
the kind or amount of partnership interests, securities, cash and other property
receivable upon such consolidation, merger, conveyance or transfer (provided
that, if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance or transfer is not the same for each
unit of Ordinary Partnership Interests in respect of which such rights of
election shall not have been exercised ("nonelecting share"), then for the
purpose of this Section the kind and amount of partnership interests, cash and
other property receivable upon such consolidation, merger, conveyance or
transfer by each nonelecting OPI shall be deemed to be the kind and amount so
receivable per share by a plurality of the nonelecting OPIs). Such agreement
shall provide for adjustments which, for events subsequent to the effective date
of such agreement, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article. The above provisions of this Section
shall similarly apply to successive consolidations, mergers, conveyances or
transfers. The Partnership will not become a party to any consolidation or
merger unless the terms of such consolidation or merger are consistent with this
Section.

      SECTION 3.6.  Taxes on Conversions.  The Partnership will pay any and
all taxes that may be payable in respect of the issue or delivery of OPIs on
conversion of PPIs pursuant hereto.

                                   ARTICLE IV

                              Subordination of PPIs

      SECTION 4.1. PPIs Subordinate to All Liabilities. The PPIs shall be
subordinated and subject, to the extent and in the manner herein set forth, in
right of payment to the prior payment in full of all existing and future
liabilities of the Partnership, including without limitation: (i) certain
distributions made to partners in respect of taxes levied upon the operations of
Globalstar; (ii) distributions of the Management Fee; and (iii) guarantee fees
to be made to partners and other persons in connection with their guarantee of
the Partnership's obligations under the Globalstar Credit Agreement.

      SECTION 4.2. No Payments When Liabilities in Default; Payment Over of
Proceeds upon Dissolution, etc. In the event the Partnership shall default in
the payment of any liabilities of the Partnership when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
or otherwise, then, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash or
property, by setoff or otherwise) need be made or agreed to be made on account
of the PPIs (excepting cash payment for fractional interests as set forth in
Section 3.3 above).

      Upon the happening of an event of default with respect to any liability,
as defined therein or in the instrument under which the same is outstanding,
permitting the holders thereof to


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accelerate the maturity thereof (under circumstances when the terms of the
preceding paragraph are not applicable), unless and until such event of default
shall have been cured or waived or shall have ceased to exist, no direct or
indirect payment (in cash or property, by setoff or otherwise) need be made or
agreed to be made on account of the PPIs (excepting cash payment for fractional
interests as set forth in Section 3.3 above).

      In the event of:

      (a) any insolvency, bankruptcy, receivership, liquidation,
      reorganization, readjustment, composition or other similar proceeding
      relating to the Partnership or its property;

      (b) any proceeding for the liquidation, dissolution or other winding up
      of the Partnership or its property;

      (c) any assignment by the Partnership for the benefit of creditors; or

      (d) any other marshaling of the assets of the Partnership;

all liabilities (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution (direct or indirect), whether in cash or property, by setoff or
otherwise, need be made on account of any PPIs.

      SECTION 4.3. Voting Rights. Except as required by law, the PPIs will not
have any voting rights. Upon a GTL Deferral Trigger Event, (i) the number of
members of the Committee will be increased by one and the holders of the CPEOs,
voting separately as a class with the holders of any other securities upon which
similar voting rights have been conferred and are exercisable, will be entitled
to elect one representative to the Committee (the "CPE Representative"). The CPE
Representative will promptly resign upon receipt of notice from GTL that all
Distribution Arrearages with respect to the PPIs have been paid.


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