Good day ladies and gentlemen and welcome to the ThirdQuarter 2007 Globalstar Inc Conference Call. My name is Audrey (ph) and I willbe your coordinator for today. At this time, all participants are in alisten-only mode. We will facilitate a question-and-answer session towards theend of this conference (Operator Instructions). I would now like to turn the call over to your host fortoday Mr. Dean Hirasawa, Director of Public and Investor Relations forGlobalstar Inc. Please proceed, sir. And please stand by for the start of the call.

Everyone, thank you for joining us for today's conferencecall to discuss the quarter results for Globalstar Inc for the quarter endedSeptember 30, 2007. Before we begin please note the following. This call may contain forward-looking statements within themeaning of Federal Securities law. Factors that could cause results to differmaterially are described in the Safe Harbor section of today's press releaseand in Globalstar's SEC filings including quarterly report on Form 10-Q for thequarter ended September 30, 2007. Both the press release and this conference call includediscussion of certain non-GAAP financial measures as defined under SEC rules.We have provided a reconciliation of each of those non-GAAP measures to themost comparable GAAP measure in the press release. Please note that the information in this call is accurateonly as of the date of this live teleconference, which is Wednesday, November14, 2007. Today's press release contain certain financial information, isavailable on the company website at globalstar.com. Later this afternoon, an audio recording of this conferencecall will be available via telephone dialing and a webcast recording will alsobe made available on the company's website. On the call, we are joined today by Mr. Jay Monroe, Chairmanand CEO of Globalstar Inc., Mr. Fuad Ahmad, Vice President and CFO, and fromEurope where he is attending meetings with both our satellite manufacture andlaunch provider, we are joined by telecom by Mr. Tony Navarra, President ofGlobal Operations. Each of these gentlemen will be presenting this afternoonand all three will be available following the prepared remarks to takequestions if time allows. At this time, I would like to turn the call over to Mr.Monroe.

Thank you, Dean. Thank you for joining Globalstar'squarterly earnings call. Earlier today we released financial results for thethird quarter of 2007. And I'm pleased to have the opportunity to discuss theseresults with you this afternoon. There's a lot to discuss so lets jump right in. Once againGlobalstar continued to demonstrate subscriber growth. We completed thequarter, with 285,268 subscribers or roughly 30,000 more than we had at the endof the third quarter last year. The quarterly increase of approximately 7,600 net newsubscribers enables us to maintain our position as North America's market shareleader and most widely used satellite service provider. We ended the third quarter of 2007 with an adjusted EBITDAof approximately $7.8 million compared to an adjusted EBITDA of $5.5 millionduring the second quarter of this year. Fuad will go through the financialsresults in more detail shortly. During our previous calls, I've stated that over the next 24months along with our quarterly core business highlights and financial results,we will provide you with updates on four areas which are key to Globalstar'slong terms business success. First, the manufacture and launch of our second-generationconstellation. Second, the utilization of our satellite spectrum for theprovision of ATC services in the United States and abroad. Third, new andinnovative simplex data product introductions, and fourth, Globalstar'snumerous international initiatives. I'll take this opportunity to provide youwith the latest updates. First, regarding our second-generation space segment. Duringthe quarter we continued with the design and development efforts paving the wayfor the transition to our second-generation satellite constellation. Thisconstellation is being built to provide high quality and reliable satellitevoice and data services until at least 2025. Globalstar made initial payments to our satellitemanufacturer Thales Alenia Space in order to accelerate delivery of oursecond-generation satellites. With these payments and success at Thalesdelivery could begin as early as March 2009 or roughly…

Thank you, Jay. We added approximately 22,500 netsubscribers during the first nine months of 2007 compared to approximately59,800 for the same period in 2006. We ended the period with approximately 285,300customers on our system. The nine months ended September 30, 2007 we recorded totalrevenue of $74.7 million compared to $107.4 million for the same period lastyear. And total adjusted revenue of $77.8 million compared to $112.3 millionfor the comparable period in 2006. Our year-to-date adjusted service revenue was $61.9 milliona decrease of $12.8 million or $17.1% from the same period last year. Thisdecrease can be attributed to lower retail ARPU as a result of powerintroduction of certain lower price plans in at customer retention low overagecharges due to network issues. Year-to-date coupon revenue was $16 million, a decrease of$21.6 million from the same period last year. The decrease was due tosignificant equipment buying that occurred in 2006 in preparation forpotentially severe hurricane season that has been predicted for 2006. And few gross addition for the first nine months endedSeptember 30, 2007. Our coupon margin continues to improve since theintroduction of our second-generation products into the market earlier thisyear. Our margin on equipment sales for the nine months ended September 30,2007 was 40.1% compared to 2.5% for the same period in 2006. Operating expenses for the nine months ended September 30,2007 were $91.5 million compared to $92.9 million for the same period lastyear, a decrease of 1.5%. The year-to-date number in 2007 includes a one-timenon-cash asset impairment charge of $17.3 million, a write-down of certainfirst generation product inventory. Excluding this one time charge our totaloperating expense actually decrease by $18.7 million or 20.1% related mostly tolower cost of equipment considerable lower equipment sales for the nine monthsended September 30, 2007. Adjusted EBITDA for nine months ended September 30, 2007 was$18 million…

Thank you, Fuad. In the third quarter, we continue to ourConstellation Network analysis and implemented engineering changes designed toimprove our overall operations. Our call success rate was improved to theinitiations of these constellation and gateway enhancements. Key to this improvement for our Duplex voice and dataservice was the introduction of the optimum satellite availability tool for '07.Assigning gateway access to the strongest satellites available and optimizingsubscriber access satellites passing overhead with the closest service ingateway. We will continue to analyze our constellation and networkoperations in order to extended twice and improve our subscriber experience.From an overall constellation perspective, we've pleased to report that ourDuplex service experienced no significant degradation or failures since ourlast call. Of course, our Simplex service which operates using L-bandspectrum continues to operate using 48 of our satellites and is well positionedto service our asset and tracking customers as well as our new subscribers onthe spot service. A launch team placed our satellites within two kilometers ofthe desired position. We are now moving them into the orbital planes to provideservice. With the 2007 launches of our final eight first generation satellites,I'd like to acknowledge the fine work of all of the Globalstar employees, spacesystems were out, the prime contract before our first generation satellites. Thales and a launch provider Starsem who made these launchessuch a success. The four satellites launched in late May are all positioned inthe orbital planes and providing service as anticipated and the first satellitefrom our launch in October started to provide service on November 8. I'm pleased to report that good progress is being made onall three of our major satellite ground control segment and launch contracts.We continue to conduct the Thales Alenia our second-generation constellationprogram design reviews for the satellites, their subsystems and major components. These designs and assemblies remain on schedule.…

Thanks, Tony. Before concluding the call today, I'm pleasedto announce that Thermo intends to take over the current Wachovia CreditFacility on substantially similar terms, as they exist today. We expect to amend certain of the maintenance covenantsensuring that Globalstar will continue to have access to the entire $150million credit facility and will provide the company with the ability to drawon the funds as and when required. This action by Thermo demonstrates again our continued andaggressive belief in Globalstar's future. At the appropriate time and given thestable market conditions Globalstar intends to access the capital markets toaugment funding required to fully execute our CapEx requirements. In summary, during the third quarter we demonstratedcontinued subscriber growth and we made significant progress advancing ourspace segment, our simplex data initiatives and the international expansionsstrategy. At the end of the quarter, we continue to maintain ourleadership position as a largest North American based mobile satellites serviceprovider. Most significantly, the third quarter response to the introduction ofour subsidiaries new product. The SPOT satellite messenger with overwhelmingly positive.The acceptance of SPOT demonstrates the substantial potential opportunity forGlobalstar to successfully market affordable consumer based satellitesolutions, as we transition to our second-generation satellite constellation. Thank you, again, for joining us today, and I look forwardto speaking to you again in about three months.

Thank you, Jay. That concludes the prepared portion of thepresentation, we will now take the opportunity to answers some questions.Operator, can you please proceed with the first question.

(Operator Instructions)

Hello, operator. We are not hearing you on this end so canyou just proceed with the first question please.

Your first question comes from the line of JonathanCatherine (ph) with JP Morgan (ph). Please proceed.

Hi. Good evening, two quick questions if I may. I'mwondering if you could give us a little bit more contexts for how you get tothe $0.30 to $0.40 in spectrum value under the arrangement you have with OpenRange. In terms of what we determined, where you end up with, athigh end of that range or low end of that range? And what some of yourassumptions are? I'm wondering, if could also give us an idea of what thetrends were for subscribers in Simplex versus Duplex? That'll be very helpful.Thanks.

Okay. Jonathan, the answer to the first question is thatthis is a relatively complicated spectrum arrangement and it involves bothfixed and variable payments over a primary term of 30 years. And so in order toget to the calculation of $0.30 to $0.40 you have to make certain assumptionsabout the cost of capital of Open Range and the rate at which they addsubscribers to their system. I'm using the numbers that they have usedunderpinning their arrangements for their debt deal. The calculations atvarying discount rates between 8% and 12% yield between $0.30 and$0.40/MHz-POP.

So, that 12% discount rate you end up with $0.30/MHz-POP.

Right. Although their cost of capital is substantially lowerthan that. It's actually about 8%, because the debt is at a very good interestrate.

Okay. And can you give us a little bit context for, when younegotiated these terms with open range. How you came about, how you came to theconclusion that this $0.30 to $0.40 is a fair market base rate?

I'm doing with a good deal of discussion around that issueas you might imagine. And we all looked at a series of databases everythingfrom arm's length transactions in the world marketplace through and includingour auction data for the last several auctions and pass to that data for bothits urban and its world characters. And ultimately, reached an agreement between the two company'son just an arm's-length negotiated basis.

That's really helpful. As you looked to that data, OpenRange is obviously, just taking rural spectrum from you. Would the values thatyou seen in other transactions for suburban and urban spectrum of higher orlower than the $0.30 to $0.40 that you agreed to with open range.

They're substantially higher.

Great. Thank you very much. Yeah, if could you just give ussome color on the sub-trends that would be great?

Hi, Jonathan. How are you?

Good. Thanks.

Jonathan, we have traditionally not broken out our customeraccounts by various elements, but I can tell you I think what you are probablyasking about 40% of our growth at in the third quarter of simplex and theremaining were duplex.

Okay. And on the net basis is duplex still relativelystable?

A more or less.

Okay. Thank you.

Your next question comes from the line of Josh Burman (ph).Please proceed.

Hi, guys. Thanks for taking my question. Congratulations onthe ATC deal with open range. I'm very glad to hear that world spectrum isgoing for such a nice price. My question is really simple about that, how muchspectrum is the deal for? Is it just the initially allocated, is that the newstuff or is it L, is it S is it both?

It is, Josh its L and S spectrum both. It is initially anarrangement with open range, designed to give them flexibility as they buildinto the markets. That are their primary, secondary and tertiary markets. Andso, it is structured to initially cover U.S.$6 million World POPs in roughly500 cities. It grows over the first few years to be 12 million WorldPOPs and can increase to as many as 50 million POPs in the United States. Allof those are options available to them and when you get to the top end of that,you've build out about 15% on of the United States. Then in mostly in world character. The other reasons whythis is very interesting to us and very interesting to Open Range is that thetechnology, which we will ultimately employ, which is fundamentally WiMAX, isapplicable to the third world markets and under developed markets, outside ofthe United States as well. And therefore any CPE that we jointly develop is availablefor us to export and use in other regions of the world. And if they Open Rangechose to go to some other part of the world and replicate what they're doing inthe United States or we chose to do so, we have that available to us. So we are extremely excited about this. It is the first trueATC deployment in the United States and though we expect others in the nearterm be they terrestrial or ICO or MSV, we are proud to be the first one,rolling something out using ATC and especially proud to be doing it in an areawhere you're helping world Americans, who are not served as well as we are inthe major urban areas.

Thanks. Congratulation.

Thank you.

(Operator Instructions) Your next question comes from theline of Elliot Abolofia (ph). Please proceed.

Thank you. Thank you for taking question. I just have a few100 shares of stocks, so and that very sophisticated, so I appreciate theopportunity to ask you question. First, I know as that churn rate seem to berather high this quarter and it seems like its much higher than was last at 1.9to 2.3 and that was something I wouldn't have expected assuming the dollar isgoing down and you have quite a broad global market. So, I was wondering if you could help me understand that?

As we pointed out in the past earnings call given that theissues, the network issues we've had. We have seen a certain high usagecustomers churn off the system and that was particularly case the case in Q3with typically which is the highest period in terms of usage for the company,for our network. So you've seen a little bit of the high usage customerschurn off the system, but as you know we've continued to add both simplex andduplex customers and the customer so we've been replacing them with customerswho are less users, but like the pricing of our unlimited plans.

Why do you think, they're churning off the system. I meanyour competitors, I imagine as are the towers around the world and I imaginethey can put them in much cheaper. But are we not giving them service or are wegiving them poor service? You know why would they leave their network?

You know as we pointed out that we did have network issuesand in our dealing with them with more pricing, but I don't think I understandthat question quite clearly.

Are you're competitors taking your market share because ofsome inherent problems in your technology, your pricing or marketing plan?

You know I think there are some of the higher user customersmain deeply going to be some of our other competitors.

It sounds to me like you're really good technology drivencompany and but is that technology, is it really viable competitor against acell phone towers and Wi-Fi that sprint in while these other companies have?

I think Elliot in a situation where any satellite provideris head-to-head with a terrestrial provider. People generally chooseterrestrial and they choose it for several reasons that operates indoors forinstance as one. And satellite providers do not operate that way and so ourusers are inherently very remote users and so those are, we do not findourselves are direct competitors of the cellular tower network. You can have encroachment on remote areas by cellular towersand when you do those customers tend to use cellular and not satellite. One ofour marketing challenges over the last several years has to been to bring downthe price of our service and bring down the price of the handset. So that people that are considered to be more and moreremote are able to use this system and just a feature of all of us in thesatellite industry.

Okay. Well, thank you for your patience and answering myquestion.

You're welcome.

Your next question comes from the line of Georgian Huesman(ph). Please proceed.

Hi. Thank you very much. First question on the retailcustomer base, I mean have you experienced any net loss or net adds during thequarter?

In terms of retail side, we were generally flat to littleless for the quarter.

All right. So slightly less. And then, I guess on the NPRMagain congratulations on that. We had been waiting for that for a long time. Acouple of questions first of all, into the NPRM looks like there are severalparties who are opposed to it some of them looks like I guess on the telecombase they don't really have a case but how confident are you that going to getthe full 19.275 of megahertz of ATC spectrum?

Well, I think nothing is ever known until it's done at theFCC, Yorgan but we have made our case. We have made our case well. Then I thinkthere is a general belief inside the FCC that what we have asked for isreasonable. We have the NPRM from the FCC specifically carves out an area thatwe would have shared with the BRS, BAS guys. And I believe that that willmollify most if not all the concern that people have in that area. Now, we wont know until people file briefs in the case 30days from now, but we expect it to move quickly through the FCC from this pointon.

Great. And then, question for Fuad. What's the latest statuson the funding of this expect to have a gap of $120 million to $150 million orso?

Yeah. We reiterate our opposition that we told last quarterof funding gap additional capital requirement will be in the range of $150million.

All right. And then, I guess one question for Anthony orTony here. The S-band amplifiers continue to degrade I mean what have you seenin the past eight to nine months or so. Is the rate of degradation improving oris it actually worsening or is it kind on a flatten basis?

Well, Yorgan basically what we have experience is I justbriefly said is no further degradation and if I would be on the optimistic sideI would say there are probably doing a little better by maybe one month fromour projections of continued operations in the S-band and also I would like toadd Yorgan to your question that we are very confident on the technology sidefor putting ATC in service with some of our wireless terrestrial neighbors. Globalstar has demonstrated over the last 15 years or so. Agood technical base line for our operation and being able to operate with boththe EBS and the BRS users as well as other terrestrial services around theworld.

Great. Just one last question on non-cash stock compensationobviously it's a lot more then expected versus prior quarter, I mean what isyour expectation in terms of this charge going forward?

The reason it is greater this quarter (inaudible) is as wepointed out last quarter in August we rework certain executive compensationfrom cash base to stock base so you saw some catch up in the current quarterbut in the next quarter it's going to be $1.5 million to $2 million range.

Right. Thank you very much guys.

Your next question is a follow-up question from the line ofJosh Burman. Please proceed.

Hi, good afternoon guys. Just one other follow-up to thequestion about the ATC deal again the open range. Can you walk us through thesteps in terms of device development and approval and sort of further ATCapproval you need to actually get this you said running in about a year. So itmust be here sort of the next steps and what sort of landmarks we should lookfor over the next three to six month to know that everything is moving onschedule.

Josh, I think maybe I can answer some of that and Tony youcan answer some of it as well. Josh, we have a roadmap that we have to gothrough with the FCC in order to meet the grading criteria and those gradingcriteria are dual mode devices and so forth. All of which and in the process ofpreparing now for submittal, we have to meet those criteria in order to be ableto rollout any ATC devices which we intend to do. As you are aware we have changes to our ground infrastructureas well, which are upcoming for Globalstar and as we transition from the firstto the second generation and so we'll make certain that we accommodate the ATCgaining requirements both from a first and second generation perspective. Tonydo you have anything else that you would like to add also.

Well Jay I would add in answering Josh's question that wework very close fully with the NTIA in making certain there are CPE both forthe satellite segment as well as that which will be used on the open range sideto met all of the interference and the power both transmission and reception tothe handset. And we were very confident that working with a couple of thedifferent major manufacturers that we will be able to deliver CPE that provideservices both to a roll American subscribers as well as operate very well onthe normal goal strain assessors.

Josh does that get to your question?

I think so, on more I think sort of what announcement we'llbe looking for it's a set of submissions to the SEC coming up in the nextcouple of months and then a device announcement middle of next year.

Yes I think at this point the first rollout of devices arescheduled for the fourth quarter of 2008. Although between now and then therewill definitely be rollout of test quantities of various things and I guess wecan look forward to announcements on that as well Josh.

Okay. Great. Thank you very much.

You're welcome.

Your next question comes from the line of Aaron Chan withCriterion. Please proceed.

Hey guys couple of questions. First one is the thermofinancing result of Wachovia deploying it finally got agreement.

No Aaron. This has more to do with allowing the companyhaving unfettered access to their capital over the next year or so as it isfunding its CapEx plan.

Okay. And then second question how many subscribers do youthink of need in order to obtain kind of $0.30 to $040 per megahertz talksabout.

How many subs will they need?

Yes because I think you mentioned that is part of itvariable in '08.

That's a fair question I do not have that information withme. I have reviewed it in the past and I remember looking at it and feelinglike it was very, very conservative the ramp was very slow for instance I dorecall the first year and first year only had 8000 subscribers in a total. So this is not a massive deployment that yields thesenumbers. It's a very successful deployment for open range because it's a veryeconomical technology they intend to deploy and when you go small cities youcan do them often with a single or sometimes two base stations. So it's a relatively slow ramp that are using to beconservative under their loan agreement and not a huge number of ultimatesubscribers on the system. Now they cover a lot of subscribers on the net howwe are calculating things but it doesn't require an enormous amount ofsubscribers on their system in order for them to be very successful.

Okay. Got it. And how does the ATC work if you lead to acommunication under satellite if they plan on actually next year for some onthe efficiency you lose the two way communications service will ATC stilloperate or how does that work?

Well we have to satisfy the requirement at the SEC at alltimes and if this deployment is really beginning in earnest at the end of 2008and our earliest deliveries of second generation satellites come in the end ofthe first quarter of 2009. Its not considered to be much of an issue on our but if theSEC saw differently for whatever reason we would have to seek a waiver fromthem.

We will not have…

Our two-way service will never seize. It may have more GAAPthan we would like but it will not seize.

Are you currently about operating ATC with GAAP in their twoway service.

Yes.

Okay. And then final question on the pricing that you aretalking about, significantly higher rates urban and suburban areas. Theservices isn't really work in urban areas, why do you think you get betterpricing there?

The pricing that we were describing Aaron is for thespectrum component of our business and if you build out a WiMAX system,presumably in a major metropolitan area where there are more customers you cancommand a higher price for someone using that spectrum with you. The fact that it has to meet gating criteria, and operate inan ATC fashion over the satellites as well as over the ground infrastructuredoes not necessarily mean that in the middle of the downtown major metropolitanarea the people would use very much of the satellite service itself. They'lluse more of the terrestrial WiMAX system. So what's unique about this, is if you think about ruralAmerican, he now has a piece of CPE and that will ultimately be reduced to justto plug-in in the side of your laptop and when its in that configuration, thosein rural America actually are the first to get the best services because they'llhave the wireless hi-speed WiMAX service, where they're inside that footprint,but then as they go outside of that footprint they still have connectivity. A guy in New York City, that's on a WiMAX system maybe doesn'thave connectivity as soon as he leaves New York City, if rural WiMAX in NewYork City. But a rural American will now be connected through the satellitesystems. So wherever he goes, that CPE if it's with him can accessthe satellite system. So it doesn't matter any longer whether he is in;Milford, Ohio, or Mongolia. He can be connected to the Globalstar System or toa WiMAX system. And so, it's a really unique bit of long term CPE that'savailable for customers that historically have not been treat as quite as well.

Thanks, guys.

Sure. Thanks.

Your next question comes from the line of Jonathan Chaplinwith JP Morgan. Please proceed.

Hi. Thanks for giving me a second question. Just one thing,I wanted to follow up on, in your prepared Jay you mentioned you're in talkswith a number of different parties and it sounded like from range it was justthe first deal that you've managed to negotiate and strike? And its sounds like now that you have a tenth place, did thenegotiating process for future deals might be a little simpler. I am wondering,if you could give us an idea of other discussions you might be having, how faraway the next deal like this open range deal might be? You know any context forwhat other deals might be in the pipeline will be very useful?

At this time Jonathan, I can't give you additional context.I can agree with you entirely that after having been through this, that it willbe much easier for us to do work in the future with other parties. But as thefolks at open range in Globalstar have blazed a new trail in terms of what wasnecessary in order to document in transaction like this. And it was a very lengthy, extraordinarily cooperativeprocess but we unearth have dozen issues that we would never have thought ofday one. So in the future its should be far easier. But the other conversationthat we're having are conversation, which are nascent and we're optimistic thatwe will yield additional ones in the future. I don't have a timetable format atthis time.

Great. Thanks, Jay. I appreciate that.

You are welcome.

Hello operator, we are running short of time so when we takeone last question and then we will end the teleconference.

Okay. Your final question comes from the line of Keith Wang(ph) with Callisto Capital. Please proceed.

Hi guys. I have a questions for you with regards to the roleon the spot, could you give me some indications or idea of typical SG&Aramp that we should see this from the selling performance?

Sure Keith. Let me give you a little bit of color aroundthat. As you, as we have pointed out in the prepared remark that we are sellingthe product to the end-user currently at approximately $169. We expect as acompany to make some way around 30 to 35% margin on that product. We intend to cover our sales in marketing cost with thatequipment margin and that is typical for a product of this nature at this costand it's typical for a product sold through Big Box and through on the retailchannel that we intend to sale through.

And then however, Keith the next step is the servicerevenue. What Fuad described is the equipment revenue. The service revenue,which is in two plans either $100 year or $150 year depending upon what youbuy, represents probably 90% margins to us. And so for Globalstar, the way we conceptualize it is theequipment itself covers all of our SG&A, ancillary, cost that is lot ofadvertising associated with going out to as many channels as we intend to be inthe service revenue represent the profitability to us.

Okay. Excellent. One last question on the ATC the dealingswith open range will that incur before as to the NPRM came out?

It began many months to ago Keith and so it was done almostexactly at the same time at the NPRM was release from the FCC.

So, that means that they're actually planning on the minimumnano-spectrum to do the initial rollout?

Yes, they contracted for the spectrum in a way that allowsthem to step into to larger and larger pieces of it as the business modelbuilds out. But arrangement with them is dependant upon completion of the NPRMin at the FFC.

Okay. Great. Thanks.

Thank you.

With that, we'll bring the conference call to an end. Thankyou, again, for joining us. And please be reminded that latter this afternoonin audio recording of the conference call will become available via telephonedialing, and the webcast recording will also be available on Globalstar'swebsite. Thank you and good afternoon.

This concludes today's presentation. You may now disconnect.Everyone have great day.