Exhibit
4.2


 


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


 


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


 

















 


GLOBALSTAR,
INC.


 


8.00%
Convertible Senior Unsecured Notes


 


	
  No. [·]

  	
   

  	
  $[·]

  



 


CUSIP
NO.:  378973 AB7


ISIN:
US378973AB75


 


GLOBALSTAR, INC., a company duly incorporated under
the laws of the State of Delaware (herein called the “Company,” which term includes any successor
or resulting Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns the
principal sum of [·] United States
Dollars, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on the Stated Maturity, and to pay interest thereon
from June [·], 2009 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 15 and December 15 in each year, commencing December
15, 2009, at the rate of 8.00% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be May 31st (whether or
not a Business Day) immediately preceding an Interest Payment Date on June 15th and November 30th(whether or not a Business Day) immediately
preceding an Interest Payment Date on December 15th.


 


Reference is made to the further provisions of this
Security set forth on the reverse hereof, including, without limitation,
provisions giving the Holder of this Security the right to convert this
Security into shares of Common Stock and/or cash, on the terms and subject to
the limitations referred to on the reverse hereof and as more fully specified
in the Indenture.  Such further
provisions shall for all purposes have the same effect as though fully set
forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


Dated: June [·], 2009


 


	
   

  	
  GLOBALSTAR,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  TRUSTEE’S
  CERTIFICATE OF AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  U.S.
  BANK, NATIONAL ASSOCIATION

  as
  Trustee, certifies that this is one of the Securities referred to in the
  Indenture.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 

















 


TERMS OF SECURITIES


 


8.00% Convertible Senior Unsecured Notes


 


This Security is one of a duly authorized issue of
senior securities of the Company (herein called the “Securities”), issued under an Indenture dated as of April 15,
2008 (the “Original  Indenture”), between the Company and U.S.
Bank, National Association, as trustee (the “Trustee”)
as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture,” together
with the Original Indenture, the “Indenture”),
to which reference is hereby made for a statement, of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. All capitalized
terms used, but not otherwise defined, in this Security, shall have the meaning
set forth in the Second Supplemental Indenture.


 


This security is the general, unsecured, senior
obligation of the Company.


 


1.             Interest.  Globalstar, Inc., a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the
principal amount of this Security at the rate of 8.00% per annum until (but
excluding) Stated Maturity. In addition to interest at the rate per annum set forth in the immediately
preceding sentence, the Company shall pay Additional Interest or Special
Interest, if applicable, as provided in Sections 5.01 or 5.02 of the Second
Supplemental Indenture.


 


The Company will pay interest semiannually in
arrears on June 15th and December 15th of each year
(each, an “Interest Payment Date”),
commencing December 15, 2009, to Holders of record on the immediately preceding
May 31st  and November 30th (each, a “Regular  Record
Date”).  Interest on the
Securities will accrue from the most recent date to which interest has been
paid on the Securities or, if no interest has been paid, from June [·], 2009. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


2.             Method of
Payment.  By no later than 11:00 a.m.
(New York City time) on the date on which any principal of any Security is due
and payable, the Company shall deposit with the Paying Agent money sufficient
to pay such amount.  The Company will pay
principal in money of the United States that at the time of payment is legal
tender for payment of public and private debts. 
Interest on the Securities shall by payable solely, at the Holder’s
election in accordance with the terms of Section 3.01 of the Second
Supplemental Indenture, in the form of (a) Additional Securities in an
aggregate principal amount equal to the amount of such interest and Special
Interest and Additional Interest, if any, then due, or (b) in the case of
Holders for which a Common Stock Election is effective, in PIK Interest 


 

















 


Shares in an amount calculated in accordance Section
3.01 of the Second Supplemental Indenture. 
Payments in respect of principal of Securities represented by a Global
Security will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company.  The Company will pay principal of Definitive
Securities at the office or agency designated by the Company for such purpose.


 


3.             Redemption.  On the Stated Maturity, the
Company shall redeem for cash the Securities, at a price equal to 100% of the
principal amount of Securities to be redeemed, plus accrued and unpaid interest
to, but excluding, the Redemption Date; provided
that if the Redemption Date falls after a Regular Record Date and on or prior
to the corresponding Interest Payment Date, the Redemption Price shall be 100%
of the principal amount of the Securities redeemed but shall not include
accrued and unpaid interest, if any. Instead, the Company shall pay such
accrued and unpaid interest, if any, on the Interest Payment Date to the Holder
of record at the Close of Business on the corresponding Regular Record Date.


 


4.             Sinking
Fund.  The Securities are not
subject to any sinking fund.


 


5.             Purchase
at the Option of the Holder upon a Fundamental Change.  If a Fundamental Change
shall occur at any time, each Holder shall have the right, at such Holder’s
option during a specified period and subject to the terms and conditions of the
Indenture, to require the Company to purchase all or a portion of its
Securities at the Fundamental Change Purchase Price specified in the Indenture.


 


6.             Conversion.  Subject to the procedures
for conversion set forth in the Indenture, a Holder may convert its Securities
at its option at any time prior to the Close of Business on the Business Day
immediately preceding the Stated Maturity for the payment of principal of the
Securities.  Securities in respect of
which a Fundamental Change Purchase Notice has been delivered may not be
surrendered for conversion prior to a valid withdrawal of such Fundamental
Change Purchase Notice pursuant to the Indenture.


 


The initial Base Conversion Rate is 555.6 shares of
Common Stock per $1,000 principal amount of Securities, subject to increase and
adjustment upon certain events described in the Indenture.  Upon conversion, the Holder shall be entitled
to receive shares of Common Stock.  In
lieu of any fractional shares of Common Stock, the number of shares of Common
Stock delivered by the Company shall be rounded up to the nearest whole share,
as specified in the Indenture.


 


A Holder may convert a portion of the Securities
only if the principal amount of such portion is $1,000 or an integral multiple
of $1,000. No payment or adjustment shall be made for dividends on the Common
Stock except as provided in the Indenture.


 

















 


7.             Subordination
of Securities.  All Securities
shall, in the manner set forth in the Article 11 of the Second Supplemental
Indenture and the Intercreditor Agreement, be subordinated in right of payment
to the prior payment in full, in cash or its equivalents, of all existing and
future Senior Debt.


 


8.             Denominations;
Transfer; Exchange.  The Securities
are in registered form without coupons in denominations of principal amount of
$1,000 and integral multiples of $1,000. 
A Holder may transfer or exchange Securities in accordance with the
Indenture.  This Global Security or
portion hereof may not be exchanged for Definitive Securities of this series
except in the limited circumstances provided in the Indenture.  The holders of beneficial interests in this
Global Security will not be entitled to receive physical delivery of Definitive
Securities except as described in the Indenture and will not be considered the
Holders thereof for any purpose under the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
register the transfer of or exchange of Securities (i) so selected for
redemption or, if a portion of any Security is selected for redemption, the
portion thereof selected for redemption; (ii) surrendered for conversion or, if
a portion of any Security is surrendered for conversion, the portion thereof
surrendered for conversion; or (iii) in certificated form for a period of 15
days prior to mailing a notice of redemption under Article 4 of the Second
Supplemental Indenture and Article 11 of the Original Indenture.


 


No
service charge shall be made for any such registration of transfer or exchange.


 


Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
regardless of whether this Security be overdue, and none of the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


9.             Persons
Deemed Owners.  The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


10.          Unclaimed
Money.  If money for the payment of
principal or interest remains unclaimed for one year, the Trustee or Paying
Agent shall pay the money back to the Company, subject to applicable abandoned
property laws.  After any such payment,
Holders entitled to the money must look only to the Company and not to the
Trustee for payment.


 


11.          Amendment,
Waiver.  The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities


 
















 


at any time by the Company
and the Trustee with the consent of each Holder of the Securities
Outstanding.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
regardless of whether notation of such consent or waiver is made upon this
Security.


 


In addition, the Indenture permits an amendment of
the Indenture or the Securities without the consent of any Holder under certain
circumstances specified in the Indenture.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Security at the times, place(s) and
rate, and in the coin or currency, herein prescribed.


 


12.          Defaults and Remedies.  Subject to the following
paragraph, if certain Events of Default specified in the Indenture occur and
are continuing, the Trustee or the Holders of at least 25% in principal amount
of the Securities may declare all the Securities by notice to the Company to be
due and payable immediately.  In
addition, certain specified Events of Default will cause the Securities to
become immediately due and payable without further action by the Holders.


 


If the Company so elects, the sole remedy for an
Event of Default relating to the Company’s failure to comply with the reporting
obligations under Section 3.05(a) of the Supplemental Indenture and
for any failure to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act, will for the 60 days after the occurrence of such an
Event of Default consist exclusively of the right to receive Special Interest
on the principal amount of the Securities at an annual rate equal to 0.50% of
the principal amount of the Securities.


 


Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. 
The Trustee may refuse to enforce the Indenture or the Securities unless
it receives reasonable indemnity or security. 
Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Holders notice of certain continuing Defaults or Events of Default if it determines
that withholding notice is in their interest.


 


13.          Trustee Dealings with the
Company.  Subject to certain
limitations 


 

















 


set forth in the Indenture,
the Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its affiliates and may
otherwise deal with the Company or its affiliates with the same rights it would
have if it were not Trustee.


 


14.          No Recourse Against
Others.  No recourse under or upon
any obligation, covenant or agreement of or contained in the Indenture or of or
contained in this Security, or for any claim based thereon or otherwise in
respect thereof, or in this Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, member, officer, manager or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment, penalty
or otherwise; it being expressly understood that all such liability is hereby
expressly waived and released by the acceptance hereof and as a condition of,
and as part of the consideration for, the Securities and the execution of the
Indenture.


 


15.          Authentication.  This Security shall not be
valid until an authorized signatory of the Trustee manually authenticates this
Security.


 


16.          Abbreviations.  Customary abbreviations may
be used in the name of a Holder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A
(=Uniform Gift to Minors Act).


 


17.          CUSIP Numbers.  Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities and has
directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption, and reliance may be
placed only on the other identification numbers placed thereon.


 


18.          Governing Law.  This Security and the Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


The Company will furnish to any Holder upon written
request and without charge to the Holder a copy of the Indenture which has in
it the text of this Security.  Requests
may be made to:


 


Globalstar, Inc.

461 So. Milpitas Blvd



















 


Milpitas, CA 95035

Attention:  Chief Financial Officer

Facsimile: 408-933-4949


 

















 


ASSIGNMENT
FORM


 


	
  To assign this Security, fill in the form below:

  
	
  I or we assign and transfer this Security to

  
	
   

  	
   

  	
   

  
	
  (Print or type assignee’s name, address and zip code)

  
	
   

  	
   

  	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  
	
  and
  irrevocably appoint                       
  agent to transfer this Security on the books of the Company. The agent may
  substitute another to act for him.

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  
	
   

  
	
  Sign
  exactly as your name appears on the other side of this Security.

  
										



 


The
signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program, pursuant to
SEC Rule 17Ad-15.


 


 


	
   

  	
   

  
	
   

  	
  Signature:

  



 


Signature Guarantee:


 


	
   

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  	
   

  	
  Signature:

  



 


The
signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program, pursuant to
SEC Rule 17Ad-15.


 

















 


FORM OF
FUNDAMENTAL CHANGE PURCHASE NOTICE


 


To:          Globalstar, Inc.


 


The undersigned registered Holder of this Security
hereby acknowledges receipt of a notice from Globalstar, Inc. (the “Company”) as to the occurrence of a
Fundamental Change with respect to the Company and requests and instructs the
Company to repurchase this Security, or the portion hereof (which is $1,000
principal amount or a multiple thereof) designated below, in accordance with
the terms of the Indenture referred to in this Security and directs that the
check in payment for this Security or the portion thereof and any Securities
representing any unrepurchased principal amount hereof, be issued and delivered
to the registered Holder hereof unless a different name has been indicated
below.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)

  
	
   

  	
   

  	
  The
  signature(s) should be guaranteed by an eligible guarantor institution
  (banks, stockbrokers, savings and loan associations and credit unions) with
  membership in an approved signature guarantee medallion program, pursuant to
  SEC Rule 17Ad-15.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guarantee

  
	
   

  
	
  Fill
  in if a check is to be issued, or Securities are to be issued, other than to
  and in the name of registered Holder:

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
  Principal amount to be purchased

  (if less than all):   $                       ,000

  
	
   

  	
   

  	
   

  
	
  (Street
  Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (City
  state and zip code)

  	
   

  	
  Social Security or Other Taxpayer Number

  
	
  Please
  print name and address

  	
   

  	
   

  



 

















 


FORM OF INTEREST ELECTION NOTICE


 

















 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount
of this Global Security is $[·].  The following increases or decreases in this
Global Security have been made:


 


	
  Date

  	
   

  	
  Amount
  of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Amount
  of increase

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Principal
  Amount of 

  this Global Security

  following such 

  decrease or increase

  	
   

  	
  Signature
  of 

  authorized signatory 

  of Trustee or 

  Securities Custodian