Unassociated Document


    


    Exhibit
10.1

    
      
        	
                 

              


      



    Dated 5
June 2009

    (conformed
to include amendments as of 29 June 2009, 9 April 2010 and 28 October
2010)

     

    COFACE
FACILITY AGREEMENT

     

    between

     

    GLOBALSTAR,
INC.

    as the
Borrower,

     

    BNP
PARIBAS

    SOCIÉTÉ
GÉNÉRALE

    NATIXIS

    CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK

    (FORMERLY
CALYON)

    and

    CRÉDIT
INDUSTRIEL ET COMMERCIAL

    as the
Mandated Lead Arrangers,

    


    BNP
PARIBAS

    as the
Security Agent

    and the
COFACE Agent

     

    and

     

    THE
BANKS AND FINANCIAL INSTITUTIONS

    listed in
Schedule 1

    as the
Original Lenders


    
      
        	
                 

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                3

              
	 
      	 
      	 
      
	
                2.

              	
                THE
      FACILITIES

              	
                48

              
	 
      	 
      	 
      
	
                3.

              	
                PURPOSE

              	
                49

              
	 
      	 
      	 
      
	
                4.

              	
                CONDITIONS
      OF UTILISATION

              	
                51

              
	 
      	 
      	 
      
	
                5.

              	
                UTILISATION

              	
                53

              
	 
      	 
      	 
      
	
                6.

              	
                REPAYMENT

              	
                57

              
	 
      	 
      	 
      
	
                7.

              	
                PREPAYMENT
      AND CANCELLATION

              	
                57

              
	 
      	 
      	 
      
	
                8.

              	
                INTEREST

              	
                65

              
	 
      	 
      	 
      
	
                9.

              	
                INTEREST
      PERIODS

              	
                66

              
	 
      	 
      	 
      
	
                10.

              	
                CHANGES
      TO THE CALCULATION OF INTEREST

              	
                67

              
	 
      	 
      	 
      
	
                11.

              	
                FEES

              	
                68

              
	 
      	 
      	 
      
	
                12.

              	
                COFACE
      INSURANCE PREMIA

              	
                70

              
	 
      	 
      	 
      
	
                13.

              	
                TAX
      GROSS-UP AND INDEMNITIES

              	
                72

              
	 
      	 
      	 
      
	
                14.

              	
                INCREASED
      COSTS

              	
                75

              
	 
      	 
      	 
      
	
                15.

              	
                OTHER
      INDEMNITIES

              	
                76

              
	 
      	 
      	 
      
	
                16.

              	
                MITIGATION
      BY THE LENDERS

              	
                77

              
	 
      	 
      	 
      
	
                17.

              	
                COSTS
      AND EXPENSES

              	
                78

              
	 
      	 
      	 
      
	
                18.

              	
                REPRESENTATIONS

              	
                78

              
	 
      	 
      	 
      
	
                19.

              	
                INFORMATION
      UNDERTAKINGS

              	
                91

              
	 
      	 
      	 
      
	
                20.

              	
                FINANCIAL
      COVENANTS

              	
                100

              
	 
      	 
      	 
      
	
                21.

              	
                POSITIVE
      UNDERTAKINGS

              	
                104

              
	 
      	 
      	 
      
	
                22.

              	
                NEGATIVE
      UNDERTAKINGS

              	
                117

              
	 
      	 
      	 
      
	
                23.

              	
                EVENTS
      OF DEFAULT

              	
                128

              
	 
      	 
      	 
      
	
                24.

              	
                REMEDIES
      UPON AN EVENT OF DEFAULT

              	
                135

              
	 
      	 
      	 
      
	
                25.

              	
                SECURITY

              	
                135

              


      

    


    
      
         


      

      
        (i)

        
          

        

      

      
         


      

    

    


    
      
        	
                26.

              	
                CHANGES
      TO THE LENDERS

              	
                135

              
	 
      	 
      	 
      
	
                27.

              	
                CHANGES
      TO THE BORROWER

              	
                140

              
	 
      	 
      	 
      
	
                28.

              	
                ROLE
      OF THE COFACE AGENT, THE SECURITY AGENT AND THE MANDATED LEAD
      ARRANGERS

              	
                140

              
	 
      	 
      	 
      
	
                29.

              	
                CONDUCT
      OF BUSINESS BY THE FINANCE PARTIES

              	
                148

              
	 
      	 
      	 
      
	
                30.

              	
                SHARING
      AMONG THE FINANCE PARTIES

              	
                148

              
	 
      	 
      	 
      
	
                31.

              	
                PAYMENT
      MECHANICS

              	
                150

              
	 
      	 
      	 
      
	
                32.

              	
                SET-OFF

              	
                154

              
	 
      	 
      	 
      
	
                33.

              	
                NOTICES

              	
                154

              
	 
      	 
      	 
      
	
                34.

              	
                CALCULATIONS
      AND CERTIFICATES

              	
                156

              
	 
      	 
      	 
      
	
                35.

              	
                PARTIAL
      INVALIDITY

              	
                156

              
	 
      	 
      	 
      
	
                36.

              	
                REMEDIES
      AND WAIVERS

              	
                156

              
	 
      	 
      	 
      
	
                37.

              	
                AMENDMENTS
      AND WAIVERS

              	
                157

              
	 
      	 
      	 
      
	
                38.

              	
                COUNTERPARTS

              	
                158

              
	 
      	 
      	 
      
	
                39.

              	
                GOVERNING
      LAW

              	
                158

              
	 
      	 
      	 
      
	
                40.

              	
                ENFORCEMENT

              	
                158

              


      

    


    
      
         


      

      
        (ii)

        
          

        

      

      
         


      

    

     

    
      THIS AGREEMENT (the “Agreement”) is originally dated 5
June 2009 (and amended 29 June 2010, 9 April 2010 and 28 October 2010) and
made

       

      BETWEEN:

       

      
        	
                (1)

              	
                GLOBALSTAR, INC., a
      corporation duly organised and validly existing under the laws of the
      State of Delaware, with its principal office located at 461 South
      Milpitas Blvd., Milpitas, CA 95035, United States of America
      (the “Borrower”);

              


      

       

      
        	
                (2)

              	
                BNP PARIBAS, a société anonyme with a
      share capital of two billion four hundred sixty five million five hundred
      and twelve thousand seven hundred and fifty eight Euros (€2,465,512,758)
      organised and existing under the laws of the Republic of France, whose
      registered office is at 16 boulevard des Italiens, 75009 Paris,
      France registered under number 662 042 449 at the
      Commercial Registry of Paris, acting in its capacity as facility agent and
      Chef de File for
      and on behalf of the Finance Parties (the “COFACE
      Agent”);

              


      

       

      
        	
                (3)

              	
                BNP PARIBAS, SOCIETE GENERALE, NATIXIS, CRÉDIT AGRICOLE CORPORATE AND
      INVESTMENT BANK (FORMERLY CALYON) and CRÉDIT INDUSTRIEL ET
      COMMERCIAL each acting in its capacity as a mandated lead arranger
      (the “Mandated
      Lead Arrangers”);

              


      

       

      
        	
                (4)

              	
                BNP PARIBAS, a société anonyme with a
      share capital of two billion four hundred sixty five million five hundred
      and twelve thousand seven hundred and fifty eight Euros (€2,465,512,758)
      organised and existing under the laws of the Republic of France, whose
      registered office is at 16 boulevard des Italiens, 75009 Paris,
      France registered under number 662 042 449 at the
      Commercial Registry of Paris, acting in its capacity as the security agent
      (the “Security
      Agent”); and

              


      

       

      
        	
                (5)

              	
                THE FINANCIAL
      INSTITUTIONS listed in Schedule 1 (Lenders and
      Commitments) as lenders (the “Original
      Lenders”).

              


      

       

      
        	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement:

       

      “Acceptable Bank”
means:

       

      
        	
                 
      

              	
                (a)

              	
                a
      bank or financial institution which has a rating for its long-term
      unsecured and non credit-enhanced debt obligations of AA- or higher by
      S&P or Fitch Ratings Ltd or Aa2 or higher by Moody’s or a comparable
      rating from an internationally recognised credit rating
      agency;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Union
      Bank of California, provided that, it has a
      rating for its long-term unsecured and non credit-enhanced debt
      obligations of A or higher by S&P or A+ by Fitch Ratings Ltd or a
      comparable rating from an internationally recognised credit rating agency;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      other bank or financial institution approved by the COFACE
      Agent.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Acceptable Intercreditor
Agreement” means an intercreditor agreement in form and substance
satisfactory to the COFACE Agent to be entered into by the Borrower or any
Subsidiary (as the case may be), the COFACE Agent and the relevant provider of
Subordinated Indebtedness.  Such Acceptable Intercreditor Agreement
shall include, without limitation, the following provisions, whereby the
relevant Subordinated Indebtedness provider shall agree not to:

       

      
        	
                 
      

              	
                (a)

              	
                seek
      direct or indirect recovery, payment or repayment of, nor permit direct or
      indirect payment or repayment of any of the Subordinated Indebtedness or
      other amounts payable by the Borrower or any Subsidiary (as the case may
      be) in respect thereof or of any other Subordinated Indebtedness of the
      Borrower or any Subsidiary (as the case may be) other than following
      satisfaction of the conditions to the making of Shareholder Distributions
      in accordance with Clause  22.6 (Limitations on Dividends and
      Distributions);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                demand,
      sue for or accept from the Borrower or any Subsidiary (as the case may be)
      any payment in respect of the Subordinated Indebtedness or take any other
      action to enforce its rights or to exercise any remedies in respect of any
      Subordinated Indebtedness (whether upon the occurrence or during the
      occurrence of an event of default (howsoever described) or otherwise)
      unless requested to do so by the COFACE
Agent;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                file
      or join in any petition to commence any winding-up proceedings or an order
      seeking reorganisation or liquidation of the Borrower or any Subsidiary
      (as the case may be), or take any other action for the winding-up,
      dissolution or administration of the Borrower or any Subsidiary (as the
      case may be) or take, or agree to, any other action which could or might
      lead to the bankruptcy, insolvency or similar process of the Borrower or
      any Subsidiary (as the case may be) unless requested to do so by the
      COFACE Agent; and/or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                claim,
      rank or prove as a creditor of the Borrower or any Subsidiary (as the case
      may be) in competition with any Finance
Party.

              


      

       

      “Account Control Agreement”
means each account control agreement substantially in the form agreed between
the Borrower and the Security Agent on the date of this Agreement (or as
otherwise satisfactory to the Security Agent) between a Deposit Account Bank (as
such term is defined in each Account Control Agreement), the Borrower and the
Security Agent.

       

      “Accounts Agreement” means the
accounts agreement dated on or about the date of this Agreement and made between
the Borrower, the COFACE Agent, the Offshore Account Bank, Thermo and the
Security Agent.

       

      “Additional Cost Rate” has the
meaning given to it in Schedule 4 (Mandatory Cost
Formula).

       

      “Adjusted Consolidated EBITDA”
means, for any period, Consolidated EBITDA for such period provided that, for the
purpose of calculating the Consolidated Net Income component of Consolidated
EBITDA, any cash revenue received in that period but not recognised under GAAP
shall be included, plus
(in the case of paragraphs (a), (b) and (c) only, to the extent
deducted in the calculation of Consolidated EBITDA (without
double-counting)):


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                non-cash
      stock compensation expenses;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                non-cash
      asset impairment charges;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                one
      time non-cash non-recurring expenses;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                non-capitalised
      cash payments, if any, to second generation ground segment vendors made
      from earnings counted during the relevant
  period,

              


      

       

      but
excluding the proceeds of any Equity Issuance or any Subordinated
Indebtedness.

       

      “Adjusted Consolidated EBITDA
Reconciliation” means, for any period, a reconciliation statement
prepared by the Borrower in a form reasonably acceptable to the COFACE Agent
showing a reconciliation of:

       

      
        	
                 
      

              	
                (a)

              	
                cash
      revenue received in that period but not recognised under GAAP, as
      determined in accordance with the definition of Adjusted Consolidated
      EBITDA; to

              


      

       

      
        	
                 
      

              	
                (b)

              	
                revenues
      recognised for such period, as determined in accordance with
      GAAP.

              


      

       

      “Advance Payment” means an
advance payment:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of the Launch Services Contract, of five per cent. (5%) of the total
      Contract Price payable by the Borrower pursuant to the Launch Services
      Contract; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of the Satellite Construction Contract, of fifteen per cent. (15%) of the
      total Contract Price payable by the Borrower pursuant to the Satellite
      Construction Contract.

              


      

       

      “Affiliate” means, in relation
to any person, a Subsidiary of that person or a Holding Company of that person
or any other Subsidiary of that Holding Company.

       

      “Applicable Law” means all
applicable provisions of constitutions, laws, statutes, ordinances, rules,
treaties, regulations, permits, licences, approvals, interpretation and orders
of courts or Governmental Authorities and all orders and decrees of all courts
and arbitrators.

       

      “Applicable Margin” means in
respect of each Facility:

       

      
        	
                 
      

              	
                (a)

              	
                for
      any Interest Period commencing prior to 15 December 2012, two point
      zero seven per cent. (2.07%)
      per annum;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                for
      any Interest Period commencing from 15 December 2012 until
      14 December 2017, two point twenty five per cent. (2.25%)
      per annum; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                for
      any Interest Period commencing thereafter, two point forty per cent. (2.40%)
      per annum.

              



        
          
             


          

          
            5

            
              

            

          

          
             


          

        
  

      “Asset Disposition” means the
disposition of any or all assets (including the Capital Stock of a Subsidiary or
any ownership interest in a joint venture) of any Obligor or any Subsidiary
thereof whether by sale, lease, transfer or otherwise.  The term
“Asset Disposition”
shall not include any Equity Issuance or any Debt Issuance.

       

      “Attributable Indebtedness”
means, on any date:

       

      
        	
                 
      

              	
                (a)

              	
                in
      respect of any Capital Lease of any person, the capitalised amount thereof
      that would appear on a balance sheet of such person prepared as of such
      date in accordance with GAAP; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      respect of any Synthetic Lease, the capitalised amount or principal amount
      of the remaining lease payments under the relevant lease that would appear
      on a balance sheet of such person prepared as of such date in accordance
      with GAAP if such lease were accounted for as a Capital
    Lease.

              


      

       

      “Authorisation” means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration (including all Governmental
Approvals).

       

      “Authorised Signatory” means,
with respect to the Supplier and the Launch Services Provider, a person
authorised to sign any document on its behalf to be delivered pursuant to this
Agreement.

       

      “Availability Period” means the
period from and including the date of this Agreement to and including the date
that is the earlier of:

       

      
        	
                 
      

              	
                (a)

              	
                seven
      (7) Months after the date of the last Launch;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                15 November
      2011.

              


      

       

      “Available Commitment” means,
in relation to a Facility, a Lender’s Commitment under that Facility minus:

       

      
        	
                 
      

              	
                (a)

              	
                the
      amount of its participation in any outstanding Loans under that Facility;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to any proposed Utilisation, the amount of its participation in
      any Loans that are due to be made under that Facility on or before the
      proposed Utilisation Date.

              


      

       

      “Available Facility” means, in
relation to a Facility, the aggregate for the time being of each Lender’s
Available Commitment in respect of that Facility.

       

      “Borrower Contingent Equity
Account” has the meaning given to such term in the Accounts
Agreement.

       

      “Borrower Pledge of Bank
Accounts” means the French law “Convention de Nantissement de
Comptes Bancaires” substantially in the form agreed between the Borrower
and the Security Agent on the date of this Agreement (or as otherwise
satisfactory to the Security Agent) between the Borrower, the Offshore Account
Bank and the Security Agent.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “Break Costs” means the amount
(if any) by which:

       

      
        	
                 
      

              	
                (a)

              	
                the
      interest which a Lender should have received for the period from the date
      of receipt of all or any part of its participation in a Loan or Unpaid Sum
      to the last day of the current Interest Period in respect of that Loan or
      Unpaid Sum, had the principal amount or Unpaid Sum received been paid on
      the last day of that Interest
Period;

              


      

       

      exceeds:

       

      
        	
                 
      

              	
                (b)

              	
                the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount or Unpaid Sum received by it on deposit with
      a leading bank in the London interbank market for a period starting on the
      Business Day following receipt or recovery and ending on the last day of
      the current Interest Period.

              


      

       

      “Business Day” means a day
(other than a Saturday or Sunday) on which banks are open for general business
in London, Paris and New York City.

       

      “Canadian Dollars” means the
lawful currency for the time being of Canada.

       

      “Capital Assets” means, with
respect to the Borrower and its Subsidiaries:

       

      
        	
                 
      

              	
                (a)

              	
                any
      asset that should, in accordance with GAAP, be classified and accounted
      for as a capital asset on a Consolidated balance sheet of the Borrower and
      its Subsidiaries; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                non-capitalised
      cash payments attributable to any second generation Satellite Launch and
      ground segment vendors.

              


      

       

      “Capital Expenditure Account”
has the meaning given to such term in the Accounts Agreement.

       

      “Capital Expenditures” means
with respect to the Borrower and its Subsidiaries for any period, the aggregate
cost of all Capital Assets acquired by the Borrower and its Subsidiaries during
such period, as determined in accordance with GAAP.

       

      “Capital Lease” means any lease
of any property by the Borrower or any of its Subsidiaries, as lessee, that
should, in accordance with GAAP, be classified and accounted for as a capital
lease on a Consolidated balance sheet of the Borrower and its
Subsidiaries.

       

      “Capital Stock”
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of a corporation, capital
stock;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of an association or business entity, any and all shares,
      interests, participations, rights or other equivalents (however
      designated) of capital stock;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                in
      the case of a partnership, partnership interests (whether general or
      limited);

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                in
      the case of a limited liability company, membership interests;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other interest or participation that confers on a person the right to
      receive a share of the profits and losses of, or distributions of assets
      of, the issuing person.

              


      

       

      “Cash” means, at any time, cash
denominated in Dollars and the Dollar equivalent of Euros and Canadian Dollars,
in hand or at bank and (in the latter case) credited to an account in the name
of an Obligor with an Acceptable Bank and to which an Obligor is alone (or
together with other Obligors) beneficially entitled and for so long
as:

       

      
        	
                 
      

              	
                (a)

              	
                that
      cash is repayable on demand;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                repayment
      of that cash is not contingent on the prior discharge of any other
      indebtedness of any member of the Group or of any other person whatsoever
      or on the satisfaction of any other
condition;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                there
      is no Lien over that cash except for Liens created pursuant to the
      Security Documents or any Permitted Lien constituted by a netting or
      set-off arrangement entered into by members of the Group in the ordinary
      course of their banking arrangements;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      cash is freely and immediately available to be applied in repayment or
      prepayment of the Facilities.

              


      

       

      “Cash Contribution
Agreements” means each cash
contribution agreement made between:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Launch Services Provider and Thermo;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Hughes
      and Thermo,

              


      

       

      and, in
each case, entered into prior to Financial Close on terms and conditions
satisfactory to the COFACE Agent.

       

      “Cash Equivalent Investments”
means at any time:

       

      
        	
                 
      

              	
                (a)

              	
                certificates
      of deposit maturing within one (1) year after the relevant date
      of calculation and issued by an Acceptable
Bank;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      investment in marketable debt obligations issued or guaranteed by the
      government of the United States of America, the United Kingdom,
      any member state of the European Economic Area or any Participating Member
      State or by an instrumentality or agency of any of them having an
      equivalent credit rating, maturing within one (1) year after the
      relevant date of calculation and not convertible or exchangeable to any
      other security;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                commercial
      paper not convertible or exchangeable to any other
    security:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                for
      which a recognised trading market
exists;

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                issued
      by an issuer incorporated in the United States of America, the
      United Kingdom, any member state of the European Economic Area or any
      Participating Member State;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                which
      matures within one (1) year after the relevant date of calculation;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                which
      has a credit rating of either A-1 or higher by S&P or F1 or higher by
      Fitch Ratings Ltd or P-1 or higher by Moody’s, or, if no rating is
      available in respect of the commercial paper, the issuer of which has, in
      respect of its long-term unsecured and non-credit enhanced debt
      obligations, an equivalent rating;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      investment in money market funds
which:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                have
      a credit rating of either A-1 or higher by S&P or F1 or higher by
      Fitch Ratings Ltd or P-1 or higher by
Moody’s;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                invest
      substantially all their assets in securities of the types described in
      paragraphs (a) to (c) above;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                can
      be turned into cash on not more than thirty (30) days’ notice;
      or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other debt or marketable security approved by the Majority
      Lenders,

              


      

       

      in each
case, denominated in Dollars and the Dollar equivalent of Euros and Canadian
Dollars, and to which any Obligor is alone (or together with other Obligors)
beneficially entitled at that time and which is not issued or guaranteed by any
member of the Group or subject to any Lien (other than a Lien arising under the
Security Documents).

       

      “CNRA Required Balance” has the
meaning given to such term in the Accounts Agreement.

       

      “Code” means the US Internal
Revenue Code of 1986, and the rules and regulations thereunder, each as amended
or modified from time to time.

       

      “COFACE” means La Compagnie Française d’Assurance pour
le Commerce Extérieur a French société anonyme with a share
capital of one hundred and seven million sixty five thousand eight hundred and
one Euros and sixty six cents (€107,065,801.66) whose registered office is at La
Défense, 10-12 Cours Michelet, 92800, Puteaux, France and registered at the
Registre du Commerce et des
Societés of Nanterre with registered
number 552 069 791.

       

      “COFACE Insurance Policy” means
each credit insurance policy in respect of this Agreement to be issued by COFACE
for the benefit of the Lenders in respect of each Facility and as approved by
the COFACE Agent (on behalf of the Lenders) pursuant to articles L.432-1 to
L.432-4 of the French Code des
Assurances and signed by the COFACE Agent and the Original
Lenders.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      “COFACE Insurance Premia” means
the premia due to COFACE payable by the Borrower to the COFACE Agent (for the
account of COFACE) on each Facility in accordance with Clause 12 (COFACE Insurance
Premia).

       

      “Collateral” means the
collateral security for the Obligations pledged or granted pursuant to the
Security Documents.

       

      “Collateral Agreement” means
the security agreement substantially in the form agreed between the Borrower and
the Security Agent on the date of this Agreement (or as otherwise satisfactory
to the Security Agent) between the Borrower, each Domestic Subsidiary and the
Security Agent.

       

      “Collection Account” has the
meaning given to such term in the Accounts Agreement.

       

      “Commercial Contracts”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Launch Services Contract; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Satellite Construction Contract,

              


      

       

      and,
“Commercial Contract”
means either of the foregoing as the context requires.

       

      “Commitment” means a
Facility A Commitment and/or a Facility B Commitment.

       

      “Communication Act” means the
US Communications Act of 1934 (47 U.S.C. 151, et seq.) as
amended.

       

      “Communications Licences” means
the licences, permits, authorisations or certificates to construct, own, operate
or promote the telecommunications business of the Borrower and its Subsidiaries
(including, without limitation, the launch and operation of Satellites) as
granted by the FCC (and any other Governmental Authority), and all extensions,
additions and renewals thereto or thereof.

       

      “Compliance Certificate” means
a certificate substantially in the form set out in Schedule 8 (Form of Compliance
Certificate).

       

      “Confidentiality Undertaking”
means a confidentiality undertaking substantially in the form set out in
Schedule 10 (Form of
Confidentiality Undertaking) or in any other form agreed between the
Borrower and the COFACE Agent.

       

      “Consolidated” means, when used
with reference to financial statements or financial statement items of any
person, such statements or items on a consolidated basis in accordance with
applicable principles of consolidation under GAAP.

       

      “Consolidated EBITDA” means,
for any period, the sum of the following determined on a Consolidated basis,
without duplication, for the Borrower and its Subsidiaries in accordance with
GAAP:

       

      
        	
                 
      

              	
                (a)

              	
                Consolidated
      Net Income for such period; plus

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      sum of the following to the extent deducted in determining Consolidated
      Net Income:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                income
      and franchise taxes;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Consolidated
      Interest Expense;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                amortisation,
      depreciation and other non-cash charges (except to the extent that such
      non-cash charges are reserved for cash charges to be taken in the
      future);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                extraordinary
      losses (other than from discontinued operations) and any losses on foreign
      currency transaction; and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      Transaction Costs (provided that, in no
      event shall the aggregate amount of Transaction Costs relating to the
      negotiation of any Permitted Acquisitions or Permitted Joint Venture
      Investments which are not consummated added back to net income during any
      four (4) consecutive fiscal quarter period exceed one million Dollars
      (US$1,000,000)), less

              


      

       

      
        	
                 
      

              	
                (c)

              	
                interest
      income and any extraordinary gains and any gains on foreign currency
      transactions.

              


      

       

      “Consolidated Interest Expense”
means, with respect to the Borrower and its Subsidiaries for any period, the
gross interest expense (including, interest expense attributable to Capital
Leases and all net payment obligations pursuant to Hedging Agreements but
excluding any non-cash interest) of the Borrower and its Subsidiaries, all
determined for such period on a Consolidated basis, without duplication, in
accordance with GAAP.

       

      “Consolidated Net Income”
means, with respect to the Borrower and its Subsidiries, for any period of
determination, the net income (or loss) of the Borrower and its Subsidiaries for
such period, determined on a Consolidated basis in accordance with GAAP, provided that there shall be
excluded (without double counting) from the calculation of income:

       

      
        	
                 
      

              	
                (a)

              	
                the
      net income (or loss) of any person (other than a Subsidiary which shall be
      subject to paragraph (c) below), in which the Borrower or any of its
      Subsidiaries has a joint interest with a third party, except to the extent
      such net income is actually paid in cash to the Borrower or any of its
      Subsidiaries by dividend or other distribution during such
      period;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      net income (or loss) of any person accrued prior to the date it becomes a
      Subsidiary of such person or is merged into or consolidated with such
      person or any of its Subsidiaries or that person’s assets are acquired by
      such person or any of its Subsidiaries except to the extent included
      pursuant to the foregoing
paragraph (a);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      net income (if positive) of any Subsidiary to the extent that the
      declaration or payment of dividends or similar distributions by such
      Subsidiary to the Borrower or any of its Subsidiaries of such net income
      is not at the time permitted by operation of the terms of its charter or
      any agreement, instrument, judgment, decree, order, statute rule or
      governmental regulation applicable to such Subsidiary;
  and

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                the
      proceeds of any Equity Issuances and/or Subordinated
      Indebtedness.

              


      

       

      “Contingent Equity Release
Date” has the meaning given to such term in the Accounts
Agreement.

       

      “Contingent Equity Required
Balance” has the meaning given to such term in the Accounts
Agreement.

       

      “Contract Price” means the
aggregate price to be paid by the Borrower to:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Supplier under and in relation to the Satellite Construction Contract
      being an amount (in aggregate) equal to two hundred ninety eight million
      nine hundred nineteen thousand nine hundred and five Euros (€298,919,905)
      plus two hundred
      eighteen million four hundred eighty three thousand two hundred and
      seventeen Dollars and eighty two cents (US$218,483,217.82);
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Launch Services Provider under and in relation to the Launch Services
      Contract being two hundred and sixteen million Dollars
      (US$216,000,000).

              


      

       

      “Convertible Note Reserve
Account” has the meaning given to such term in the Accounts
Agreement.

       

      “Convertible Notes” means the
five point seventy five per cent. (5.75%) senior notes
issued by the Borrower and due in 2028.

       

      “Covenant Capital Expenditure”
means all Capital Expenditures other than Excluded Capital
Expenditures.

       

      “Current Assets” has the
meaning given to such term under GAAP but deducting Cash and Cash
Equivalent Instruments (excluding any Cash and Cash
Equivalent Instruments subject to any Lien, including Liens created pursuant to
the Security Documents).

       

      “Current Liabilities” has the
meaning given to such term under GAAP but excluding the current portion
of any long-term Financial Indebtedness outstanding on the date of
calculation.

       

      “Debt Issuance” means any
issuance of any Financial Indebtedness for borrowed money by the Borrower or any
of its Subsidiaries.  The term “Debt Issuance” shall not
include any Equity Issuance or any Asset Disposition.

       

      “Debt Service” means the
aggregate Dollar amount of principal, interest, and, if any, fees and other sums
required to be paid by the Borrower pursuant to the Finance Documents and
pursuant to all the Borrower’s Financial Indebtedness incurred from time to
time, including all amounts which have become due and payable as at the date of
calculation but which have not been paid on such date for the Relevant
Period.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      “Debt Service Account” has the
meaning given to such term in the Accounts Agreement.

       

      “Debt Service Coverage Ratio”
means, on any date, the ratio of:

       

      
        	
                 
      

              	
                (a)

              	
                Adjusted
      Consolidated EBITDA (without
double-counting),

              


      

       

      
        	
                 
      

              	
                (i)

              	
                plus, any Liquidity (in
      an amount exceeding five million Dollars (US$5,000,000)) at the beginning
      of any relevant period of calculation plus the cash proceeds
      of any Equity Issuance or Subordinated Indebtedness raised during the
      relevant period not committed, or required to be applied, for any other
      purpose under the Finance Documents but including monies standing to the
      credit of the Collection Account which are not required to be applied for
      any other purpose;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                less the sum of the
      following (without
double-counting);

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      Covenant Capital Expenditure;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      changes in Working Capital; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      cash taxes,

              


      

       

      to

       

      
        	
                 
      

              	
                (b)

              	
                Debt
      Service,

              


      

       

      in each
case, during the relevant period of calculation.

       

      “Debt Service Period” has the
meaning given to such term in the Accounts Agreement.

       

      “Debt Service Reserve Account”
has the meaning given to such term in the Accounts Agreement.

       

      “Default” means an Event of
Default or any event or circumstance specified in Clause 23 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of
any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.

       

      “Delegation Agreement” means
each French law delegation agreement substantially in the form agreed between
the Borrower and the Security Agent on the date of this Agreement (or as
otherwise satisfactory to the Security Agent) between the Borrower, the Security
Agent and the Supplier or the Launch Services Provider (as the case may
be).

       

      “Disruption Event” means either
or both of:

       

      
        	
                 
      

              	
                (a)

              	
                a
      material disruption to those payment or communications systems or to those
      financial markets which are, in each case, required to operate in order
      for payments to be made in connection with a Facility (or otherwise in
      order for the transactions contemplated by the Finance Documents to be
      carried out) which disruption is not caused by, and is beyond the control
      of, any of the Parties; or

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      occurrence of any other event which results in a disruption (of a
      technical or systems-related nature) to the treasury or payments
      operations of a Party preventing that, or any other
  Party:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                from
      performing its payment obligations under the Finance Documents;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                from
      communicating with other Parties in accordance with the terms of the
      Finance Documents,

              


      

       

      and which
(in either such case) is not caused by, and is beyond the control of, the Party
whose operations are disrupted.

       

      “Dollar” and “US$” means the lawful currency
for the time being of the United States of America.

       

      “Domestic Subsidiary” means any
Subsidiary organised under the laws of any state of the United States or
the District of Colombia, other than GCL Licensee LLC.

       

      “DSA Required Balance” has the
meaning given to such term in the Accounts Agreement.

       

      “DSRA Providers”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Supplier;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Launch Services Provider; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Hughes.

              


      

       

      “DSRA Required Balance” means:

       

      
        	
                 
      

              	
                (a)

              	
                prior
      to but excluding the date that is six (6) Months prior to the First
      Repayment Date, an amount equal to forty six million seven hundred and
      seventy three thousand Dollars
(US$46,773,000);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                from
      and including the date that is six (6) Months prior to the First Repayment
      Date until but excluding the date that is six (6) Months prior to the
      third Repayment Date, an amount in aggregate equal
  to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      principal amount due on the third Repayment Date;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      interest, fees, costs and expenses due and payable by the Borrower under
      the Finance Documents on the next Payment Date, accrued in respect of the
      principal amount referred to in paragraph (b)(i) above;
  and

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                from
      and including the date that is six (6) Months prior to the third Repayment
      Date until the Final Maturity Date, an amount in aggregate equal to all
      principal, interest, fees, costs and expenses due and payable by the
      Borrower under the Finance Documents on the next Payment Date provided that, if LIBOR
      exceeds the capped interest rate set out in the Interest Rate Cap
      Agreement, the amount of such capped interest rate shall be used for the
      purpose of calculating any interest under this paragraph (c) to the extent
      such agreement is in full force and
effect.

              


      

       

      “Earth Station” shall mean any
earth station (gateway) licenced for operation by the FCC or by a Governmental
Authority outside the United States that is owned and operated by the
Borrower or any of its Subsidiaries.

       

      “Eligible Amount”
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of Facility A, an amount which is equivalent of eighty five per cent. (85%) of
      the total cost of the Eligible Goods and Services which is at any time due
      and payable under and in accordance with the Satellite Construction
      Contract; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of Facility B, one hundred per cent. (100%)
      of the amount of twenty one million six hundred thousand Dollars
      (US$21,600,000), representing goods made in France and/or services
      performed in France under the Launch Services
  Contract.

              


      

       

      “Eligible Goods and Services”
means:

       

      
        	
                 
      

              	
                (a)

              	
                goods
      made in France and/or services performed in France;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                goods
      and services (including transport and insurance of any nature) originating
      from countries other than France and the United States, incorporated
      in the items delivered by the Supplier and/or the Launch Services Provider
      and which have been sub-contracted by the Supplier and/or the Launch
      Services Provider and therefore remaining under its responsibility, and
      recognised as being eligible by the French Authorities to be financed by
      this Agreement,

              


      

       

      which are
included in the aggregate Contract Price within an amount of eligibility
of:

       

      
        	
                 
      

              	
                (i)

              	
                an
      amount equal to (in aggregate) two hundred ninety eight million nine
      hundred nineteen thousand nine hundred and five Euros (€298,919,905) plus two hundred
      eighteen million four hundred eighty three thousand two hundred and
      seventeen Dollars and eighty two cents (US$218,483,217.82) under the
      Satellite Construction Contract;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                twenty
      one million six hundred thousand Dollars (US$21,600,000) under the Launch
      Services Contract.

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      “Employee Benefit Plan” means
any employee benefit plan within the meaning of Section 3(3) of ERISA
which:

       

      
        	
                 
      

              	
                (a)

              	
                is
      maintained or contributed to by any Obligor or any ERISA Affiliate, or to
      which any Obligor or ERISA Affiliate has an obligation to contribute;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                has
      at any time within the preceding six (6) years been maintained or
      contributed to by any Obligor or any current or former ERISA Affiliate, or
      with respect to which any Obligor or any such ERISA Affiliate has had an
      obligation to contribute (or is deemed under Section 4069 of ERISA to
      have maintained or contributed, or to have had an obligation to
      contribute, or otherwise to have
liability).

              


      

       

      “Environmental Claims” means
any and all administrative, regulatory or judicial actions, suits, demands,
demand letters, claims, judgments, liens, accusations, allegations, notices of
non-compliance or violation, investigations (other than internal reports
prepared by any person in the ordinary course of trading and not in response to
any third party action or request of any kind) or proceedings relating in any
way to any actual or alleged violation of or liability under any Environmental
Law or relating to any Environmental Permit issued, or any approval given, under
any such Environmental Law, including, any and all claims by Governmental
Authorities for enforcement, clean-up, removal, response, remedial or other
actions or damages, contribution, indemnification cost recovery, penalties,
fines, compensation or injunctive relief resulting from Hazardous Materials or
arising from alleged injury or threat of injury to human health or the
environment.

       

      “Environmental Laws” means any
and all federal, foreign state, state, regional, provincial and local laws,
statutes, ordinances, codes, rules, standards and regulations, common law,
permits, licences, approvals, interpretations and orders of courts or
Governmental Authorities, and amendments thereto, relating to the protection of
human health or the environment, including, but not limited to, requirements
pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting,
emission, release or threatened release, investigation or remediation of
Hazardous Materials.  For the purposes of this definition, the term
“Environmental Laws”
shall include but not be limited to:

       

      
        	
                 
      

              	
                (a)

              	
                the
      US Comprehensive Environmental Response, Compensation and Liability Act,
      as amended (42 U.S.C. Section 9601, et seq.);
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      US Resource Conservation and Recovery Act, as amended (42 U.S.C.
      Section 6901, et
      seq.).

              


      

       

      “Environmental Permits” means
any permit and other Authorisation and the filing of any notification, report or
assessment under any Environmental Law for the operation of the business of any
member of the Group conducted on or from the properties owned or used by any
member of the Group.

       

      “Equity Cure Contribution”
means cash funds (including any amounts standing to the credit of the Thermo
Contingent Equity Account and/or the Borrower Contingent Equity Account)
contributed to the Borrower by equity and/or Subordinated Indebtedness
(excluding the Initial Equity and any amount of any Equity Issuance or
Subordinated Indebtedness applied in accordance with Clause 5.2(b)(i) to (iii)
(Permitted Withdrawals from
the Collection Account) of the Accounts Agreement).


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      “Equity Issuance” means any
issuance by the Borrower or any Subsidiary to any person of:

       

      
        	
                 
      

              	
                (a)

              	
                shares
      of its Capital Stock;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      shares of its Capital Stock pursuant to the exercise of options or
      warrants; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      shares of its Capital Stock pursuant to the conversion of any debt
      securities to equity.

              


      

       

      The term
“Equity Issuance” shall
not include any Asset Disposition, any Debt Issuance or the conversion of the
Convertible Notes.

       

      “Ericsson” means Ericsson
Federal Inc. a Delaware corporation with a place of business at 1595 Spring
Hill Road, Vienna, VA 22182, United States.

       

      “ERISA” means the US Employee
Retirement Income Security Act of 1974, and the rules and regulations
thereunder, each as amended or modified from time to time.

       

      “ERISA Affiliate” means any
person who together with any Obligor is treated as a single employer within the
meaning of Section 414(b), (c), (m) or (o) of the Code or
Section 4001(b) of ERISA.

       

      “ERISA Termination Event”
means:

       

      
        	
                 
      

              	
                (a)

              	
                a
      “Reportable
      Event” described in Section 4043 of ERISA with respect to a
      Pension Plan for which the notice requirement has not been waived by the
      PBGC; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      withdrawal of any Obligor or any ERISA Affiliate from a Pension Plan
      during a plan year in which it was a “substantial employer”
      as defined in Section 4001(a)(2) of ERISA;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      termination of a Pension Plan, the filing of a notice of intent to
      terminate a Pension Plan or the treatment of a Pension Plan amendment as a
      termination, under Section 4041 of ERISA, if such termination would
      require material additional contributions in order to be considered a
      standard termination within the meaning of Section 4041(b) of ERISA,
      or the filing under Section 4041(c) of ERISA of a notice of intent to
      terminate any Pension Plan or the termination of any Pension Plan under
      Section 4041(c) of ERISA; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      institution of proceedings to terminate, or the appointment of a trustee
      with respect to, any Pension Plan by the PBGC;
  or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other event or condition which would reasonably be expected to constitute
      grounds under Section 4042(a) of ERISA for the termination of, or the
      appointment of a trustee to administer, any Pension Plan;
    or

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                the
      failure to make a required contribution to any Pension Plan that would
      reasonably be expected to result in the imposition of a Lien or the
      provision of security under Section 412 or 430 of the Code or
      Section 302 or 4068 of ERISA, or the arising of such a Lien; there
      being or arising any “unpaid minimum required
      contribution” or “accumulated funding
      deficiency” (as defined or otherwise set forth in Section 4971
      of the Code or Part 3 of Subtitle B of Title I of ERISA),
      whether or not waived; or the filing of any request for or receipt of a
      minimum funding waiver under Section 412 of the Code or
      Section 302 of ERISA with respect to any Pension Plan or
      Multiemployer Plan, or that such filing may be made; or a determination
      that any Pension Plan is, or is expected to be, in at-risk status under
      Title IV of ERISA; or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      partial or complete withdrawal of any Obligor of any ERISA Affiliate from
      a Multiemployer Plan if withdrawal liability is asserted by such plan;
      or

              


      

       

      
        	
                 
      

              	
                (h)

              	
                any
      event or condition which results, or is reasonably expected to result, in
      the reorganisation or insolvency of a Multiemployer Plan under
      Sections 4241 or 4245 of ERISA;
or

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      event or condition which results, or is reasonably expected to result, in
      the termination of a Multiemployer Plan under Section 4041A of ERISA or
      the institution by PBGC of proceedings to terminate a Multiemployer Plan
      under Section 4042 of ERISA;
or

              


      

       

      
        	
                 
      

              	
                (j)

              	
                the
      receipt by any Obligor or any ERISA Affiliate of any notice, or the
      receipt by any Multiemployer Plan from any Obligor or any ERISA Affiliate
      of any notice, that a Multiemployer Plan is in endangered or critical
      status under Section 305 of
ERISA.

              


      

       

      “Escrow Account” means the
escrow account with Société Générale pursuant to the escrow agreement made
between the Borrower, the Supplier and Société Générale, S.A. dated
21 December 2006.

       

      “Euro” or “€” means the single currency
of the Participating Member States.

       

      “Event of Default” means any
event or circumstance specified as such in Clause 23 (Events of
Default).

       

      “Excess Cash Flow” means, for
any period of determination, the sum of the following determined on a
Consolidated basis, without duplication, for the Borrower and its Subsidiaries
in accordance with GAAP:

       

      
        	
                 
      

              	
                (a)

              	
                Adjusted
      Consolidated EBITDA for such
period;

              


      

       

      minus (to the extent not
already deducted in the calculation of Adjusted Consolidated
EBITDA),

       

      
        	
                 
      

              	
                (b)

              	
                the
      sum of the following (without
double-counting):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                cash
      taxes and Consolidated Interest Expense paid in cash for such
      period;

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                all
      scheduled principal payments made in respect of Financial Indebtedness
      during such period;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                all
      Covenant Capital Expenditures made during such period (to the extent
      funded by earnings counted in the calculation of Adjusted Consolidated
      EBITDA);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      changes to Working Capital during such
period;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      amount applied to fund any cash reserve required under the Finance
      Documents, including the DSA Required Balance, the DSRA Required Balance
      and the CNRA Required Balance in such
period;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                non-scheduled
      principal payments with respect to any Loan in such
  period;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                the
      cash portion of the purchase price and other reasonable
      acquisition-related costs paid by the Borrower for Permitted Acquisitions
      in such period;

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                any
      one (1) time non-recurring cash expense;
  and

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                Transaction
      Costs during such period (solely to the extent added back to net income in
      the calculation of Adjusted Consolidated
  EBITDA).

              


      

       

      “Excluded Capital Expenditure”
means Capital Expenditures funded:

       

      
        	
                 
      

              	
                (a)

              	
                with
      Net Cash Proceeds received in connection
with:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                an
      Insurance and Condemnation Event or an Asset Disposition and reinvested in
      accordance with Clause 7.5 (Mandatory Prepayment -
      Insurance and Condemnation Events);
or

              


      

       

      
        	
              	
                (ii)

              	
                an
      Equity Issuance; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                by
      the issuance of Capital Stock of the Borrower to the seller (or an
      affiliate thereof) of the related Capital
Asset.

              


      

       

      “Existing Canadian Note” means
the three (3) Month libor plus three point fifty per cent. (3.50%) notes
issued by Globalstar Canada Satellite Co. in favour of the
Borrower.

       

      “Facilities”
means:

       

      
        	
                 
      

              	
                (a)

              	
                Facility
      A; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Facility B,

              


      

       

      and,
“Facility” means either
of the foregoing as the context requires.

       

      “Facility A” has the meaning
given to such term in Clause 2.1(a) (Facility A and Facility
B).


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      “Facility A Commitment”
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to an Original Lender, the amount in Dollars set opposite its
      name under the heading “Facility A Commitments
      US$” in Part A (Facility A) of Schedule
      1 (Lenders and
      Commitments) and the amount of any other Facility A Commitment
      transferred to it under this Agreement;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to any other Lender, the amount of any other Facility A
      Commitment transferred to it under this
  Agreement,

              


      

       

      to the
extent not cancelled, reduced or transferred by it under this
Agreement.

       

      “Facility A Loan” means a
loan made or to be made under Facility A or the principal amount
outstanding for the time being of that loan.

       

      “Facility B” has the
meaning given to such term in Clause 2.1(b) (Facility A and Facility
B).

       

      “Facility B Commitment”
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to an Original Lender, the amount in Dollars set opposite its
      name under the heading “Facility B Commitments
      US$” in Part B (Facility B) of Schedule
      1 (Lenders and
      Commitments) and the amount of any other Facility B Commitment
      transferred to it under this Agreement;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to any other Lender, the amount of any other Facility B
      Commitment transferred to it under this
  Agreement,

              


      

       

      to the
extent not cancelled, reduced or transferred by it under this
Agreement.

       

      “Facility B Loan” means a
loan made or to be made under Facility B or the principal amount
outstanding for the time being of that loan.

       

      “Facility Office” means the
office or offices notified by a Lender to the COFACE Agent in writing on or
before the date it becomes a Lender (or, following that date, by not less than
five (5) Business Days’ written notice) as the office or offices through
which it will perform its obligations under this Agreement.

       

      “FCC” shall mean the Federal
Communications Commission.

       

      “FDIC” means the Federal
Deposit Insurance Corporation.

       

      “Final Maturity Date” means the
date that is ninety six (96) Months after the First Repayment
Date.

       

      “Final In-Orbit Acceptance”
means the date upon which each of the following has occurred:

       

      
        	
                 
      

              	
                (a)

              	
                the
      twenty-fourth (24th) Satellite
      has reached its final altitude;

              


      


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      testing of the twenty-fourth (24th) Satellite
      has been completed and the Borrower has provided to the COFACE Agent a
      certificate signed by a Responsible Officer certifying that the Borrower
      has delivered to its relevant insurer a confirmation that the Satellite
      Performance Criteria has been successfully met in respect of the
      twenty-fourth (24th) Satellite
      (and attaching a copy of such confirmation to such certificate);
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                each
      Satellite has drifted into its final orbital plane
    position,

              


      

       

      as
certified by the Borrower in accordance with Clause 19.9 (Final In-Orbit
Acceptance).

       

      “Finance Documents”
means:

       

      
        	
                 
      

              	
                (a)

              	
                this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Accounts Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Supplier Direct Agreement;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      LSP Direct Agreement;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                each
      Security Document;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                each
      Guarantee Agreement;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      Transfer Certificate;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                each
      Promissory Note;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Supplier Guarantee;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                the
      Subordination Deed; and

              


      

       

      
        	
                 
      

              	
                (k)

              	
                any
      other document designated in writing as a “Finance Document” by
      the COFACE Agent and the Borrower (acting
  reasonably),

              


      

       

      and,
“Finance Document” means
any of the foregoing as the context requires.

       

      “Finance Parties”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      COFACE Agent;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      Mandated Lead Arranger;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Security Agent; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Lenders,

              


      

       

      and,
“Finance Party” means
any of the foregoing as the context requires.

       

      “Financial Close” means the
date on which each of the conditions precedent referred to in Clause 4.1
(Initial Conditions
Precedent) and Clause 4.2 (Further Conditions Precedent)
have been satisfied or waived in accordance with the terms of this
Agreement.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      “Financial Indebtedness” means,
with respect to the Borrower and its Subsidiaries at any date and without
duplication, the sum of the following calculated in accordance with
GAAP:

       

      
        	
                 
      

              	
                (a)

              	
                all
      liabilities, obligations and indebtedness for borrowed money including,
      but not limited to, obligations evidenced by bonds, debentures, notes or
      other similar instruments of any such
person;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                all
      obligations of the Borrower or any of its Subsidiaries to pay the deferred
      purchase price of property or services, to the extent classified as debt
      in accordance with GAAP (including, without limitation, all obligations
      under non-competition, earn-out or similar agreements), except Satellite
      Vendor Obligations and trade payables arising in the ordinary course of
      trading:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                not
      more than ninety (90) days past due;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                being
      duly contested by the Borrower in good
faith;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Attributable Indebtedness of the Borrower or any of its Subsidiaries with
      respect to the obligations of the Borrower or such Subsidiary in respect
      of Capital Leases and Synthetic Leases (regardless of whether accounted
      for as indebtedness under GAAP);

              


      

       

      
        	
                 
      

              	
                (d)

              	
                all
      Financial Indebtedness of any third party secured by a Lien on any asset
      owned or being purchased by the Borrower or any of its Subsidiaries
      (including indebtedness arising under conditional sales or other title
      retention agreements), whether or not such indebtedness shall have been
      assumed by the Borrower or any of its Subsidiaries or is limited in
      recourse;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                all
      Guarantee Obligations of the Borrower or any of its
      Subsidiaries;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                all
      obligations, contingent or otherwise, of the Borrower or any of its
      Subsidiaries relative to the face amount of letters of credit, whether or
      not drawn, including without limitation, any banker’s acceptances issued
      for the account of the Borrower of any of its
  Subsidiaries;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                all
      obligations of the Borrower or any of its Subsidiaries to redeem,
      repurchase exchange, defease or otherwise make payments in respect of
      Capital Stock of such person; and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                all
      Net Hedging Obligations.

              


      

       

      “First Repayment Date” means
the date that is six (6) Months after the earlier of:

       

      
        	
                 
      

              	
                (a)

              	
                the
      date that is two (2) Months after the last Launch;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                15 June
      2011.

              


      

       

      “Fiscal Year” means the fiscal
year of the Borrower and its Subsidiaries ending on
31 December.


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      “Foreign Investment Limitation”
means, as of any date of determination, an amount equal to the sum
of:

       

      
        	
                 
      

              	
                (a)

              	
                twenty
      five million Dollars (US$25,000,000); less

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      aggregate amount of Financial Indebtedness permitted pursuant to
      Clause 22.1(f)(iii) (Limitations on Financial
      Indebtedness) outstanding as of such date of determination; less

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      aggregate amount of all investments in Foreign Subsidiaries (valued as of
      the initial date of such investment without regard to any subsequent
      changes in value thereof) made after the date of this Agreement and prior
      to such date of determination pursuant to Clause 22.3(a)(ii)(B)
      (Limitations on Loans,
      Investments and Acquisitions); less

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      aggregate amount of all investments (valued as of the initial date of such
      investment without regard to any subsequent changed in value thereof) in
      Foreign Subsidiaries (or any entities that would constitute Foreign
      Subsidiaries if the Borrower or one of its Subsidiaries owned more than
      fifty per cent. (50%) of
      the outstanding Capital Stock of such entity) made after the date of this
      Agreement and prior to such date of determination pursuant to
      Clause 22.3(c) (Limitations on Loans,
      Investments and
Acquisitions),

              


      

       

      provided that, any investment
of non-cash consideration constituting stock in the Borrower (howsoever
described):

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of a single transaction, that does not exceed ten million Dollars
      (US$10,000,000) in value; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                which
      transactions in aggregate since the date of this Agreement do not exceed
      fifty million Dollars (US$50,000,000) in
  aggregate,

              


      

       

      shall be
excluded from the determination of the Foreign Investment
Limitation.

       

      “Foreign Subsidiary” means any
Subsidiary that is not a Domestic Subsidiary.

       

      “French Authorities” means the
“Direction Générale du Trésor
et de la Politique Economiques (DGTPE)” of the French Ministry of
Finance, any successors thereto, or any other Governmental Authority in or of
France involved in the provision, management or regulation of the terms,
conditions and issuance of export credits including, among others, such entities
to whom authority in respect of the extension or administration of export
financing matters have been delegated, such as COFACE.

       

      “French Security Documents” has
the meaning given to such term at Clause 28.2(a)(i) (Appointment of the Security Agent
(France)).

       

      “GAAP” means generally accepted
accounting principles, as recognised by the American Institute of Certified
Public Accountants and the Financial Accounting Standards Board, consistently
applied and maintained on a consistent basis for the Borrower and its
Subsidiaries throughout the period indicated and consistent with the prior
financial practice of the Borrower and its Subsidiaries.


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      “Governmental Approvals” means
all authorisations, consents, approvals, permits, licences and exemptions of,
registrations and filings with, and reports to, all Governmental
Authorities.

       

      “Governmental Authority” means
the government of the United States or any other nation, or of any
political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union, the European Central Bank, or
the International Telecommunications Union).

       

      “Group” means the Borrower and
its Subsidiaries from time to time.

       

      “Group Structure Chart” means
the group structure chart set out in Schedule 23 (Group Structure
Chart).

       

      “Guarantee Agreement”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      guarantee agreement dated prior to Financial Close between the Security
      Agent and each Subsidiary Guarantor set out in Schedule 26 (Subsidiary Guarantors);
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      guarantee agreement (to be in substantially the same form as the guarantee
      agreement referred to in paragraph (a) above) to be entered into by a
      Subsidiary Guarantor in accordance with Clause 21.5 (Additional Domestic
      Subsidiaries).

              


      

       

      “Guarantee Obligations” means,
with respect to the Borrower and its Subsidiaries, without duplication, any
obligation, contingent or otherwise, of any such person pursuant to which such
person has directly or indirectly guaranteed any Financial Indebtedness of any
other person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of any such
person:

       

      
        	
                 
      

              	
                (a)

              	
                to
      purchase or pay (or advance or supply funds for the purchase or payment
      of) such Financial Indebtedness (whether arising by virtue of partnership
      arrangements, by agreement to keep well, to purchase assets goods,
      securities or services to take-or-pay, or to maintain financial statement
      condition or otherwise); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                entered
      into for the purpose of assuring in any other manner the obligee of such
      Financial Indebtedness of the payment thereof or to protect such obligee
      against loss in respect thereof (in whole or in
  part),

              


      

       

      provided that, the term Guarantee
Obligation shall not include endorsements for collection or deposit in the
ordinary course of trading.  The amount of any Guarantee Obligation
shall be deemed equal to the lesser of the stated or determinable amount of the
primary obligation or the maximum liability of the person giving the Guarantee
Obligation.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      “Hazardous Materials” means any
substances or materials:

       

      
        	
                 
      

              	
                (a)

              	
                which
      are or become defined as hazardous wastes, hazardous substances,
      pollutants, contaminants, chemical substances or mixtures or toxic
      substances under any Environmental
Law;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                which
      are toxic, explosive, corrosive, flammable, infectious, radioactive,
      carcinogenic, mutagenic or otherwise harmful to human health or the
      environment and are or become regulated by any Governmental
      Authority;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      presence of which require investigation or remediation under any
      Environmental Law;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      possession, use, storage, discharge, emission or release of which requires
      a permit or licence under any Environmental Law or other
      Authorisation;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      presence of which could be deemed to constitute a nuisance or a trespass
      or threatens to pose a health or safety hazard to persons or neighbouring
      properties;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                which
      consist of underground or above ground storage tanks, whether empty,
      filled or partially filled with any substance;
  or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                which
      contain, without limitation, asbestos, polychlorinated biphenyls, urea
      formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
      substances or waste, crude oil, nuclear fuel, natural gas or synthetic
      gas.

              


      

       

      “Hedging Agreement” means any
agreement with respect to any Interest Rate Contract, forward rate agreement,
commodity swap, forward foreign exchange agreement, currency swap agreement,
cross-currency rate swap agreement, currency option agreement or other agreement
or arrangement designed to alter the risks of any person arising from
fluctuations in interest rates, currency values or commodity prices, all as
amended, restated, supplemented or otherwise modified from time to
time.

       

      “Hedging Obligations” means all
existing or future payment and other obligations owing by the Borrower under any
Hedging Agreement with any person approved by the COFACE Agent.

       

      “Holding Company” means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

       

      “Hughes” means Hughes Network
Systems LLC a limited liability company organised under the laws of Delaware
with its principal place of business at 11717 Exploration Lance,
Georgetown, Maryland 20876, USA.

       

      “Incapacity” means absence of
the legal right to enter into binding contractual relations (other than pursuant
to a civil or criminal sanction (including without limitation, personal
bankruptcy or analogous proceedings)).


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      “Individual In-Orbit
Acceptance” means the date upon which each of the following has occurred
with respect to each individual Satellite:

       

      
        	
                 
      

              	
                (a)

              	
                the
      relevant Satellite has reached its final
  altitude;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      relevant Satellite is fully operational and properly integrated into the
      constellation;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      testing of the relevant Satellite has been completed and the Borrower has
      provided to the COFACE Agent a certificate signed by a Responsible Officer
      certifying that the Borrower has delivered to its relevant insurer a
      confirmation that the Satellite Performance Criteria has been successfully
      met in respect of the relevant Satellite (and attaching a copy of such
      confirmation to such certificate);
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      relevant Satellite has drifted into its final orbital plane
      position,

              


      

       

      as
certified by the Borrower in accordance with Clause 19.10 (Individual In-Orbit
Acceptance).

       

      “Initial Equity” means the
equity contributed by Thermo (or any other third party) pursuant to paragraph 11
(Equity Contribution)
of Schedule 2 (Conditions
Precedent) or issued to Thermo pursuant to paragraph 10 (Equity/Subordinated Debt) of
Schedule 2 (Conditions
Precedent).

       

      “Insurance and Condemnation
Event” means the receipt by the Borrower or any of its Subsidiaries of
any cash insurance proceeds or condemnation award payable by reason of theft,
loss, physical destruction, damage or similar event with respect to any of their
respective property or assets.

       

      “Insurances” means the
insurances required by Clause 21.4 (Insurance).

       

      “Insurance Consultant” means
Jardine Lloyd Thompson Limited.

       

      “Insurance Proceeds Account”
has the meaning given to such term in the Accounts Agreement.

       

      “Intellectual Property” has the
meaning given to such term at Clause 18.7(a) (Intellectual Property
Matters).

       

      “Interest Period”
means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      relation to a Loan, each period determined in accordance with
      Clause 9 (Interest
      Periods); and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to an Unpaid Sum, each period determined in accordance with
      Clause 8.3 (Default
      Interest).

              


      

       

      “Interest Rate Cap Agreement”
means each interest rate cap agreement to be entered into by the Borrower and
the Original Lenders which shall (without limitation) provide that monies
payable to the Borrower under such agreements are paid directly to the Debt
Service Account.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      “Interest Rate Contract” means
any interest rate swap agreement, interest rate cap agreement, interest rate
floor agreement, interest rate collar agreement, interest rate option or other
agreement regarding the hedging of interest rate risk exposure executed in
connection with hedging the interest rate exposure of any person and any
confirming letter executed pursuant to such agreement, all as amended, restated,
supplemented or otherwise modified from time to time.

       

      “Invoice” means any invoice or
demand for payment issued by the Supplier and/or the Launch Services Provider
pursuant to the Satellite Construction Contract and/or Launch Services Contract,
as the case may be.

       

      “Landlord Waiver and Consent
Agreements” means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      landlord waiver and consent agreement made between Four Sierra, LLC as
      landlord and the Security Agent;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      landlord waiver and consent agreement made between Orinda Equity Partners,
      LLC as landlord and the Security
Agent;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      landlord waiver and consent agreement made between Sebring Airport
      Authority as landlord and the Security Agent;
  and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      other agreement or document which the Security Agent and the Borrower
      (acting reasonably) from time to time designate as a “Landlord Waiver and Consent
      Agreement” for the purposes of this
  Agreement,

              


      

       

      and,
“Landlord Waiver and Consent
Agreement” means any of the foregoing, as the context
requires.

       

      “Launch” means the
disconnection of the lift-off plug of the SOYUZ launch vehicle, if such event
follows the ignition of the first (strap-on boosters) and second (core stage)
stage liquid engines of the launch vehicle.

       

      “Launch Failure” has the
meaning given to such term in the Launch Services Contract.

       

      “Launch Insurance” has the
meaning given to such term at Clause 21.4(c)(ii) (Launch
Insurance).

       

      “Launch Insurance
Documentation” has the meaning given to such term at
Clause 21.4(c)(ii) (Launch
Insurance).

       

      “Launch Services Contract”
means the launch services contract dated 5 September 2007 and made between
the Borrower and the Launch Services Provider for the launching into low earth
orbit of the Satellites through four (4) SOYUZ launch vehicles, with
an option for four (4) other similar launches.

       

      “Launch Services Provider”
means Arianespace, a French société anonyme registered at
the Registre du Commerce et
des Société of Evry under registration
number 318 516 457, whose registered office is at Boulevard de
l’Europe, 91006 Evry, France.


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      “Lender” means:

       

      
        	
                 
      

              	
                (a)

              	
                any
      Original Lender; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      bank, financial institution, trust, fund or other entity which has become
      a Party in accordance with Clause 26 (Changes to the
      Lenders),

              


      

       

      which in
each case has not ceased to be a Party in accordance with the terms of this
Agreement.

       

      “LIBOR” means, in relation to
any Loan:

       

      
        	
                 
      

              	
                (a)

              	
                the
      applicable Screen Rate; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (if
      no Screen Rate is available for Dollars for the Interest Period of that
      Loan) the arithmetic mean of the rates (rounded upwards to
      four (4) decimal places) as supplied to the COFACE Agent at its
      request quoted by the Reference Banks to leading banks in the London
      interbank market,

              


      

       

      as of
11:00 a.m. (London time) on the Quotation Day for the offering of deposits
in Dollars and for a period comparable to the Interest Period for that Loan
provided that, if the
period from the beginning of the Interest Period or from the date of Utilisation
until the end of the Interest Period is:

       

      
        	
                 
      

              	
                (i)

              	
                a
      period shorter than one (1) Month, the reference shall be one (1) Month;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      period longer than one (1) Month and which does not correspond to an exact
      number of Months, the relevant rate shall be determined by using a linear
      interpolation of the LIBOR according to usual practice in the
      international monetary market.

              


      

       

      “Licence Subsidiary” shall mean
any single purpose Wholly-Owned Subsidiary of the Borrower or of another
Subsidiary of the Borrower, the sole business and operations of which single
purpose Subsidiary is to hold one (1) or more Communications Licences,
except where it is a mandatory condition of a Communications Licence in the
relevant jurisdiction that any such entity is not such a vehicle (provided that, this exception
shall not apply to any Communications Licence issued by the FCC).

       

      “Lien” means, with respect to
any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security
interest, hypothecation or encumbrance of any kind in respect of such
asset.  For the purposes of this Agreement, a person shall be deemed
to own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement relating to such asset.

       

      “Liquidity” means the sum of
Cash and Cash Equivalent Investments held by any of the Obligors (other than
Thermo), but excluding any amounts held in:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Capital Expenditure Account;

              


      


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      Borrower Contingent Equity Account;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Convertible Note Reserve Account;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Debt Service Reserve Account; and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      Insurance Proceeds Account.

              


      

       

      “Loans” means:

       

      
        	
                 
      

              	
                (a)

              	
                a
      Facility A Loan; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      Facility B Loan,

              


      

       

      and,
“Loan” means either of
the foregoing as the context requires.

       

      “Loss Payee” has the meaning
given to such term at Clause 21.4(c)(ii)(B) (Launch
Insurance).

       

      “Loss Payee Clause” means a
loss payee clause in substantially the same form as set out in Schedule 28
(Loss Payee
Clause).

       

      “LSP Direct Agreement” means
the direct agreement substantially in the form agreed between the Borrower and
the Security Agent on the date of this Agreement (or as otherwise satisfactory
to the Security Agent) between the Borrower, the Launch Services Provider and
the Security Agent.

       

      “Majority Lenders”
means:

       

      
        	
                 
      

              	
                (a)

              	
                if
      there are no Loans then outstanding, a Lender or Lenders whose Commitments
      aggregate more than seventy five per cent. (75%) of
      the Total Commitments (or, if the Total Commitments have been reduced to
      zero, aggregated more than seventy five per cent. (75%) of
      the Total Commitments immediately prior to the reduction);
    or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                at
      any other time, a Lender or Lenders whose participations in the Loans then
      outstanding aggregate more than seventy five per cent. (75%) of
      all the Loans then outstanding.

              


      

       

      “Mandatory Cost” means the
percentage rate per annum calculated by the COFACE Agent in accordance with
Schedule 4 (Mandatory Cost
Formula).

       

      “Material Adverse Effect” means with respect to
the Borrower or any of its Subsidiaries, a material adverse effect
on:

       

      
        	
                 
      

              	
                (a)

              	
                the
      properties, business, operations, prospects or condition (financial or
      otherwise) of the Borrower and its Subsidiaries, taken as a whole;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      legality, validity or enforceability of any provision of any Transaction
      Document; or

              


      


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                the
      rights and remedies of any Finance Party under any of the Finance
      Documents; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      security interests provided under the Security Documents or the value
      thereof; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                its
      ability to perform any of its obligations under the Finance
      Documents,

              


      

       

      provided that, existing and
future first-generation satellite constellation degradation or failure issues
and the effects thereof (which, for the avoidance of doubt, shall exclude any
Satellite delivered under the Satellite Construction Contract) on the Borrower
and its Subsidiaries, taken individually or collectively, shall not constitute a
Material Adverse Effect.

       

      “Material Communications
Licence” shall mean any Communications Licence, the loss, revocation,
modification, non-renewal, suspension or termination of which, could be
reasonably expected to have a Material Adverse Effect.

       

      “Material Contract”
means:

       

      
        	
                 
      

              	
                (a)

              	
                any
      contract or other agreement, written or oral, of the Borrower or any of
      its Subsidiaries involving monetary liability of or to any such person in
      an amount in excess of ten million Dollars (US$10,000,000) per annum;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      other contract or agreement, written or oral, of the Borrower or any of
      its Subsidiaries the failure to comply with which could reasonably be
      expected to have a Material Adverse
Effect,

              


      

       

      but
excluding in either case any contract or other agreement that the Borrower or
such Subsidiary may terminate on less than ninety (90) days notice without
material liability.

       

      “Material Subsidiary”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Borrower;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      Subsidiary Guarantor;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Globalstar
      Canada Satellite Co.;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                each
      Licence Subsidiary (including, GCL Licensee
  LLC);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      Subsidiary of the Borrower which, in the opinion of the COFACE Agent
      (acting reasonably), is of material operational or strategic importance to
      the business of the Group;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                any
      Subsidiary of the Borrower which has gross assets (excluding intra group
      items) representing ten per cent. (10%) or
      more of the gross assets of the Group;
and

              


      


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                any
      Subsidiary of the Borrower which has gross revenues per annum from all sources
      including intra-company revenues which are allocated to such Subsidiary of
      ten million Dollars (US$10,000,000) or more in
  aggregate.

              


      

       

      For the
purpose of paragraphs (f) and (g) above:

       

      
        	
              	
                (i)

              	
                subject
      to paragraph (ii) below:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      contribution of a Subsidiary of the Borrower will be determined from its
      financial statements which were consolidated into the latest relevant
      financial statements; and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      financial condition of the Group will be determined from the latest
      relevant financial statements;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      a Subsidiary of the Borrower becomes a member of the Group after the date
      on which the latest relevant financial statements were
      prepared:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      contribution of the Subsidiary will be determined from its latest
      financial statements; and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      financial condition of the Group will be determined from the latest
      relevant financial statements but adjusted to take into account any
      subsequent acquisition or disposal of a business or a company (including
      that Subsidiary);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      contribution of a Subsidiary will, if it has Subsidiaries, be determined
      from its consolidated financial
statements;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                if
      a Material Subsidiary disposes of all or substantially all of its assets
      to another member of the Group, it will immediately cease to be a Material
      Subsidiary and the other member of the Group (if it is not the Company or
      already a Material Subsidiary) will immediately become a Material
      Subsidiary;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                a
      Subsidiary of the Borrower (if it is not already a Material Subsidiary)
      will become a Material Subsidiary on completion of any other intra-Group
      transfer or reorganisation if it would have been a Material Subsidiary had
      the intra-Group transfer or reorganisation occurred on the date of the
      latest relevant financial statements;
and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                except
      as specifically mentioned in paragraph (iv) above, a member of the
      Group will remain a Material Subsidiary until the next relevant financial
      statements show otherwise under paragraph (i)
  above.

              


      

       

      If there
is a dispute as to whether or not a member of the Group is a Material
Subsidiary, a determination by the COFACE Agent will be, in the absence of
manifest error, conclusive.

       

      “Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      “Month” means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that:

       

      
        	
                 
      

              	
                (a)

              	
                (subject
      to paragraph (c) below) if the numerically corresponding day is not a
      Business Day, that period shall end on the next Business Day in that
      calendar month in which that period is to end if there is one, or if there
      is not, on the immediately preceding Business
  Day;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      there is no numerically corresponding day in the calendar month in which
      that period is to end, that period shall end on the last Business Day in
      that calendar month; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      an Interest Period begins on the last Business Day of a calendar month,
      that Interest Period shall end on the last Business Day in the calendar
      month in which that Interest Period is to
end.

              


      

       

      The above
rules will only apply to the last Month of any period.

       

      “Mortgages” means the
collective reference to each mortgage, deed of trust or other real property
security document, encumbering all real property now or hereafter owned by the
Borrower or any Subsidiary, in each case, in form and substance reasonably
satisfactory to the Security Agent and executed by the Borrower or any
Subsidiary in favour of the Security Agent (for and on behalf of itself and the
other Finance Parties), as any such document may be amended, restated,
supplemented or otherwise modified from time to time.

       

      “Multiemployer Plan” means a
“multiemployer plan” as
defined in Section 4001(a)(3) of ERISA to which any Obligor or any ERISA
Affiliate is making, or is accruing an obligation to make, or has accrued an
obligation to make contributions, and each such plan for the six (6) year
period immediately following the latest date on which any Obligor or ERISA
Affiliate contributed to or had an obligation to contribute to such
plan.

       

      “Net Cash Proceeds” means, as
applicable:

       

      
        	
                 
      

              	
                (a)

              	
                with
      respect to any Equity Issuance, Asset Disposition or Debt Issuance, the
      gross cash proceeds received by the Borrower or any of its Subsidiaries
      therefrom less
      all legal, underwriting, placement agents and other commissions,
      discounts, premiums, fees and expenses incurred in connection therewith;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                with
      respect to any Insurance and Condemnation Event, the gross cash proceeds
      received by the Borrower or any of its Subsidiaries less the sum
      of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      fees and expenses in connection therewith;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      principal amount of, premium, if any, and interest on any Financial
      Indebtedness secured by a Lien on the asset (or a portion thereof) subject
      to such Insurance and Condemnation Event, which Financial Indebtedness is
      expressly permitted under this Agreement and required to be repaid in
      connection therewith.

              


      


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      “Net Debt” means, in respect of
the Group at any time, the consolidated amount of Financial Indebtedness
(excluding any Subordinated Indebtedness) of the Group at that time but deducting the aggregate
amount of Liquidity at that time.

       

      “Net Hedging Obligations”
means, as of any date, the Termination Value of any such Hedging Agreement on
such date.

       

      “Obligations” means, in each
case, whether now in existence or hereafter arising:

       

      
        	
                 
      

              	
                (a)

              	
                the
      principal of and interest on (including interest accruing after the filing
      of any bankruptcy or similar petition) the
  Loans;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                all
      Hedging Obligations; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                all
      other fees and commissions (including attorneys’ fees), charges,
      indebtedness, loans, liabilities, financial accommodations, obligations,
      covenants and duties owing by the Borrower or any of its Subsidiaries to
      the Finance Parties, in each case under any Finance Documents or
      otherwise, with respect to any Loan direct or indirect, absolute or
      contingent, due or to become due, contractual or tortuous, liquidated or
      unliquidated, and whether or not evidenced by any
  note.

              


      

       

      “Obligors” means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Borrower;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Thermo;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                each
      Subsidiary Guarantor,

              


      

       

      and,
“Obligor” means any of
the foregoing as the context requires.

       

      “OFAC” means the
U.S. Department of the Treasury’s Office of Foreign Assets
Control.

       

      “Offshore Account Bank” has the
meaning given to such term in the Accounts Agreement.

       

      “Onshore Account Bank” has the
meaning given to such term in the Accounts Agreement.

       

      “Operating Lease” means, as to
any person as determined in accordance with GAAP, any lease of property (whether
real, personal or mixed) by such person as lessee which is not a Capital
Lease.

       

      “Original Lenders” has the
meaning given to such term in the recitals.

       

      “Participating Member State”
means any member state of the European Communities that, as of the date of this
Agreement, has adopted the Euro as its lawful currency in accordance with
legislation of the European Community relating to Economic and Monetary Union,
other than Slovakia, Slovenia, Malta and Cyprus.


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      “Party” means a party to this
Agreement.

       

      “Payment Date” has the meaning
given to such term in the Accounts Agreement.

       

      “PBGC” means the Pension
Benefit Guaranty Corporation or any successor agency.

       

      “Pension Plan” means any
Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA.

       

      “Permitted Acquisition” means
any investment by the Borrower, any Subsidiary Guarantor or Globalstar Canada
Satellite Co. in the form of acquisition of all or substantially all of the
business or a line of business (whether by the acquisition of Capital Stock,
assets or any combination thereof) of any other person (a “Target Company”) if each such
acquisition meets each of the following requirements:

       

      
        	
                 
      

              	
                (a)

              	
                no
      less than fifteen (15) days prior to the proposed closing date of
      such acquisition, the Borrower shall have delivered written notice and
      financial details of such acquisition to the COFACE Agent, which notice
      shall include the proposed closing date of such
    acquisition;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Borrower shall have certified on or before the closing date of such
      acquisition, in writing and in a form reasonably acceptable to the COFACE
      Agent (acting on the instructions of the Majority Lenders), that such
      acquisition has been approved by the board of directors or equivalent
      governing body of the Target
Company;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Target Company shall be in a substantially similar line of business as the
      Borrower and its Subsidiaries pursuant to Clause 22.12 (Nature of Business) or
      a parallel business the acquisition of which would be of commercial or
      strategic importance to such
business;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                if
      such proposed transaction is a merger with respect to the Borrower or any
      Subsidiary Guarantor, the Borrower shall have received the prior written
      consent of the COFACE Agent to such
transaction;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                such
      proposed transaction shall not include or result in any actual or
      contingent liabilities that could reasonably be expected to be material to
      the business, financial condition, operations or prospects of the Borrower
      and its Subsidiaries, taken as a
whole;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                if
      such proposed transaction is in respect of a Target Company which has
      negative Adjusted Consolidated EBITDA, the prior written consent of the
      COFACE Agent shall be required
unless:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                such
      proposed transaction:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                is
      in respect of a Target Company which is an international gateway operator;
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      cash consideration of such transaction does not exceed five million
      Dollars (US$5,000,000) in
value,

              


      


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      provided that, the Borrower
shall only be permitted to enter into two (2) transactions of the type
described in this paragraph (f)(i) in each Fiscal Year; or

       

      
        	
                 
      

              	
                (ii)

              	
                the
      relevant Target Company (other than an international gateway operator) has
      for the twelve (12) Month period prior to the date of the proposed
      transaction a negative Adjusted Consolidated EBITDA no greater than two
      million Dollars (US$2,000,000) in aggregate when taking into account all
      other acquisitions with negative Adjusted Consolidated EBITDA made
      following the date of this
Agreement.

              


      

       

      For the
purpose of the calculations required to be made in respect of this
paragraph (f) only:

       

      
        	
                 
      

              	
                (A)

              	
                any
      reference to “the
      Borrower and its Subsidiaries” in the definitions of Consolidated
      EBITDA, Consolidated Net Income, Equity Issuance, Subordinated
      Indebtedness, Capital Interest Expense and Capital Lease (and any other
      definition used in the calculation of Adjusted Consolidated EBITDA) shall
      be construed as being a reference to “the Target Company and its
      Subsidiaries”;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      reference to “the
      Borrower” in the definitions of Consolidated EBITDA, Consolidated
      Net Income, Equity Issuance, Subordinated Indebtedness, Capital Interest
      Expense and Capital Lease (and any other definition used in the
      calculation of Adjusted Consolidated EBITDA) shall be construed as being a
      reference to “the Target
      Company”; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      reference to “Subsidiary” in the
      definitions of Consolidated EBITDA, Consolidated Net Income, Equity
      Issuance, Subordinated Indebtedness, Capital Interest Expense and Capital
      Lease (and any other definition used in the calculation of Adjusted
      Consolidated EBITDA) shall be construed as being a reference to a
      Subsidiary of a Target Company;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Borrower shall have delivered to the COFACE
  Agent:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                forward
      looking financial statements taking into account the proposed transaction
      and demonstrating to the satisfaction of the COFACE Agent, compliance with
      each of the financial covenants set out in Clause 20 (Financial Covenants) on
      the proposed closing date of such acquisition and on a twelve
      (12) Month projected basis;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      other documents reasonably requested by the COFACE Agent;
    and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                no
      Event of Default shall have occurred and be continuing both before and
      after giving effect to such
acquisition.

              


      


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      “Permitted Joint Venture
Investments” means any investment by the Borrower, any Subsidiary
Guarantor or Globalstar Canada Satellite Co. in joint ventures and partnerships
if each such investment meets all of the following requirements:

       

      
        	
                 
      

              	
                (a)

              	
                no
      less than fifteen (15) days prior to the proposed closing date (in
      the case where the consent of the COFACE Agent and the Majority Lenders is
      required) or after the closing date (in the case where no consent is
      required) of any such investment of more than ten million Dollars
      (US$10,000,000), the Borrower shall have delivered written notice of such
      investment to the COFACE Agent, which notice shall include the proposed
      closing date (or actual closing date, applicable) of such
      investment;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      joint venture or partnership shall be in a substantially similar line of
      business as the Borrower and its Subsidiaries pursuant to
      Clause 22.12 (Nature of Business) or
      a parallel business which is of commercial or strategic importance to such
      business;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Borrower shall have delivered to the COFACE
  Agent:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                such
      documents reasonably requested by the COFACE Agent or any Finance Party
      (through the COFACE Agent) pursuant to Clause 21.5 (Additional Domestic
      Subsidiaries) to be delivered at the time required pursuant to
      Clause 21.5 (Additional Domestic
      Subsidiaries);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                forward
      looking financial statements taking into account the proposed transaction
      and demonstrating to the satisfaction of the COFACE Agent, compliance with
      each of the financial covenants set out in Clause 20 (Financial covenants) on
      the proposed closing date of such investment and on a twelve
      (12) Month projected basis;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                no
      Event of Default shall have occurred and be continuing both before and
      after giving effect to such
investment;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                if
      such investment is as a general partner, such investment shall be made by
      a Subsidiary that has no assets other than such investment; and in any
      case, such investment shall not include or result in any contingent
      liabilities that could reasonably be expected to be material to the
      business, financial condition, operations or prospects of the Borrower and
      its Subsidiaries, taken as a whole;
and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Borrower shall have obtained the prior written consent of the COFACE Agent
      and the Majority Lenders prior to the consummation of such investment if
      the amount (including all cash and non-cash consideration paid by or on
      behalf of the Borrower and its Subsidiaries in connection with such
      investment) of such investment (or series of related investments),
      together with all other investments in joint ventures and partnerships
      consummated during the term of this Agreement, exceeds thirty million
      Dollars (US$30,000,000) in aggregate (excluding any portion of such
      investment consisting of Capital Stock of the
  Borrower).

              


      


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      “Permitted Liens” means the
Liens permitted pursuant to Clause 22.2(a) to (t) (Limitations on
Liens).

       

      “Phase 3 Costs” means the
aggregate amounts payable or to be paid with respect to the construction, Launch
and Launch Insurance of Phase 3 Satellites (including amounts payable under
the Commercial Contracts arising out of, and in connection with, the
Phase 3 Satellites).

       

      “Phase 3 Satellites” means
the Satellites to be purchased by the Borrower under Phase 3 (as such term
is defined in the Satellite Construction Contract) pursuant to the Satellite
Construction Contract.

       

      “PIK Interest” means interest
paid by the Borrower or any Subsidiary in respect of a debt instrument by the
issuance of additional debt securities only (which debt securities will not
mature or become payable prior to the maturity date of such instrument and no
cash payment is made by the Borrower or any Subsidiary).

       

      “Project” means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      supply of twenty five (25) Satellites plus the long lead items
      for six (6) subsequent Satellites by the Supplier pursuant to
      the Satellite Construction Contract;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      launching of such Satellites by the Launch Services Provider pursuant to
      the terms of the Launch Services
Contract,

              


      

       

      to form
for the Borrower the second generation satellite constellation.

       

      “Project Accounts” has the
meaning given to such term in the Accounts Agreement.

       

      “Promissory Notes” means a
promissory note made by the Borrower in accordance with Clause 31.2(c)
(Evidence of Financial
Indebtedness) in substantially (and in all material respects in) the
form as set out in Schedule 25 (Form of Promissory Note) and
any amendments, supplements and modifications thereto, any substitutes therefor,
and any replacements, restatements, renewals or extension thereof, in whole or
in part.

       

      “Property All Risks Insurance”
means the insurance to be procured by the Borrower in accordance with
Clause 21.4(c)(i) (Insurance).

       

      “Protected Party” means a
Finance Party which is or will be subject to any liability, or required to make
any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.

       

      “Qualifying Certificate” means
a certificate from the Supplier and/or the Launch Services Provider (as the case
may be) substantially in the form set out in Schedule 18 (Qualifying Certificate) and
signed by an Authorised Signatory of such person.

       

      “Qualifying Lender” means a
Lender which is either:

       

      
        	
                 
      

              	
                (a)

              	
                a
      United States person (as defined in Section 7701(a)(30) of the
      Code);

              


      


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                engaged
      in a U.S. trade or business with which such interest is “effectively connected”
      within the meaning of the Code;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                entitled
      in respect of payments of interest receivable by it under this Agreement
      to the benefit of a double taxation agreement with the United States
      which makes provision for full exemption from tax imposed by the
      United States on interest; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                entitled
      to the benefit of the “portfolio interest”
      exemption under Section 871(h) or 881(c) of the
  Code.

              


      

       

      “Quotation Day” means, in
relation to any period for which an interest rate is to be determined, two
(2) Business Days before the first day of that period unless market
practice differs in the London interbank market in which case the Quotation Day
will be determined by the COFACE Agent in accordance with market practice in the
London interbank market (and if quotations would normally be given by leading
banks in the London interbank market on more than one day, the Quotation Day
will be the last of those days).

       

      “Reference Banks” means the
principal London offices of BNP Paribas, Société Générale, Crédit Industriel et
Commercial, Crédit Agricole Corporate and Investment Bank (formerly Calyon) and
Natixis or such other banks as may be appointed by the COFACE Agent in
consultation with the Borrower.

       

      “Relevant Agreements”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Supplier Guarantee; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      Cash Contribution Agreement.

              


      

       

      “Relevant Funds” has the
meaning given to such term at Clause 22.14(a)(iii) (Excess Cash Flow / Purchase of
Satellites).

       

      “Relevant Period” means each
period of twelve (12) Months referred to in each of the columns titled
“Column 1 – Relevant
Period” in the tables contained in Clauses 20.3 (Adjusted Consolidated
EBITDA), 20.4 (Debt
Service Coverage Ratio) and 20.5 (Net Debt to Adjusted Consolidated
EBITDA).

       

      “Repayment Date” has the
meaning given to such term at Clause 6.1(a) (Repayment).

      


      “Repayment Schedule” means the
repayment schedule set out at Schedule 29 (Repayment
Schedule).

       

      “Repeating Representations”
means each of the representations set out in Clauses 18.1 (Status), 18.2 (Binding Obligations), 18.3
(Non-Conflict with other
Obligations), 18.4 (Power and Authority), 18.6
(Authorisations), 18.10
(Margin Stock), 18.11
(Government
Regulation), 18.13 (Employee Relations), 18.14
(Burdensome
Provisions), 18.18 (Titles to Properties),
18.23(a) (Satellites),
18.26 (OFAC), 18.27
(Governing Law and
Enforcement), 18.31 (No
Misleading Information) and 18.33 (No
Immunity).


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      “Reservations”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      principle that equitable remedies may be granted or refused at the
      discretion of a court;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      limitation of enforcement by laws relating to insolvency, reorganisation
      and other laws generally affecting the rights of
  creditors;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      time barring of claims under applicable statutes of
      limitation;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      possibility that an undertaking to assume liability for or indemnify a
      person against non-payment of stamp duty may be
  void;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                defences
      of set-off or counterclaim;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                a
      court construing a Lien expressed to be created by way of fixed security
      as being floating security;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      additional interest imposed pursuant to any relevant agreement may be held
      to be irrecoverable on the grounds that it is a
  penalty;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                an
      English court may not give effect to any indemnity for legal costs
      incurred by an unsuccessful litigant;
and

              


      

       

      
        	
                 
      

              	
                (i)

              	
                equivalent
      principles, rights and defences under the laws of any relevant
      jurisdiction.

              


      

       

      “Responsible Officer” means the
chief executive officer, president, chief financial officer, controller,
treasurer or assistant treasurer of an Obligor or any other officer of an
Obligor reasonably acceptable to the COFACE Agent.  Any document
delivered under this Agreement that is signed by a Responsible Officer of an
Obligor shall be conclusively presumed to have been authorised by all necessary
corporate, partnership and/or other action on the part of such Obligor and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Obligor.

       

      “Retained Excess Amount” has
the meaning given to such term at Clause 0 (Mandatory Prepayment – Initial
Excess Cash Flow).

       

      “S&P” means Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and any
successor thereto.

       

      “Sanctioned Entity”
means:

       

      
        	
                 
      

              	
                (a)

              	
                an
      agency of the government of;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                an
      organisation directly or indirectly controlled by;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      person resident in a country,

              


      

       

      that is
subject to a sanctions programme identified on the list maintained by OFAC and
available at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html,
or as otherwise published from time to time as such programme may be applicable
to such agency, organisation or person.


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      “Sanctioned Person” shall mean
a person named on the list of Specially Designated Nationals or Blocked Persons
maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise
published from time to time.

       

      “Satellite” shall mean any
single non-geostationary satellite, or group of substantially identical
non-geostationary satellites, delivered or to be delivered by the Supplier to
the Borrower pursuant to the Satellite Construction Contract and owned by,
leased to or for which a contract to purchase has been entered into by, the
Borrower or any of its Subsidiaries, whether such satellite is in the process of
manufacture, has been delivered for Launch or is in orbit (whether or not in
operational service) and including any replacement satellite of the Borrower
following a Launch Failure delivered or to be delivered by:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Supplier to the Borrower pursuant to the Satellite Construction Contract;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      French supplier (other than the Supplier) pursuant to an agreement entered
      into by the Borrower with such French supplier which is permitted by the
      Finance Documents.

              


      

       

      “Satellite Construction
Contract” means the satellite construction contract dated
30 November 2006 and made between the Borrower and the Supplier for the
construction of forty eight (48) satellites, as amended and supplemented from
time to time (and as further amended and restated on or about the date hereof
and delivered in satisfaction of the condition precedent set out at paragraph 7
(Commercial Contracts)
of Schedule 2 (Conditions
Precedent)) for the purpose of, among other things, detailing a new
phasing of the contract for the first twenty five (25) satellites
and a final phase of twenty three (23) satellites.

       

      “Satellite Performance
Criteria” means the criteria set out at Schedule 31 (Satellite Performance
Criteria).

       

      “Satellite Vendor Obligations”
means the obligations of the Borrower or any of its Subsidiaries to any
Satellite or Satellite launch vendor or Affiliate thereof for the procurement,
construction, launch and insurance of all or part of one or more Satellites or
Satellite launches for such Satellites or a ground or in orbit space intended
for future use or associated improvements to the ground portion of the network
of the Borrower and its Subsidiaries, provided that such
obligations:

       

      
        	
                 
      

              	
                (a)

              	
                are
      not evidenced by any promissory note;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                are
      not secured by any Lien on any asset or property of the Borrower or any
      Subsidiary thereof other than the asset or personal property which is the
      subject of such obligation.

              


      


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      “Scheduled Launch Period” means
the three (3) Month contractual period during which a Satellite is
scheduled to be launched in accordance with the Launch Services
Contract.

       

      “Screen Rate” means the British
Bankers’ Association Interest Settlement Rate for Dollars for the relevant
period displayed on the appropriate page of the Reuters screen.  If
the agreed page is replaced or service ceases to be available, the COFACE Agent
may specify another page or service displaying the appropriate rate after
consultation with the Borrower and the Lenders.

       

      “Security Documents”
means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Collateral Agreement;

              


      

       

      
        	
              	
                (b)

              	
                each
      Mortgage;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Borrower Pledge of Bank Accounts;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                each
      Account Control Agreement;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      Stock Pledge Agreement;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                each
      Landlord Waiver and Consent
Agreement;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                each
      Delegation Agreement;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Thermo Pledge of Bank Account;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      other agreements conferring, or purporting to confer, security in favour
      of the Finance Parties with respect to the obligations of the Borrower
      under the Finance Documents entered into after the date of this Agreement
      as required by the terms of this
Agreement;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                all
      agreements and other documents executed from time to time pursuant to any
      of the foregoing; and

              


      

       

      
        	
                 
      

              	
                (k)

              	
                any
      other agreement or document which the Security Agent and the Borrower
      (acting reasonably) from time to time designate as a “Security Document” for
      the purposes of this Agreement,

              


      

       

      and,
“Security Document”
means any of the foregoing as the context requires.

       

      “Shareholder Distributions”
means:

       

      
        	
                 
      

              	
                (a)

              	
                any
      dividend paid, made or declared, other than a dividend paid exclusively in
      Capital Stock or rights to acquire Capital Stock which, in each case, no
      cash payment is made by the
Borrower;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      payment by way of return on or repayment of share
  capital;

              


      


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                any
      payment of cash interest or capitalised interest by the Borrower to Thermo
      under the Thermo Cash Contribution Agreement or any other distribution
      (whether in cash or in kind), including, without limitation, any
      distribution of assets or other payment whatsoever in respect of share
      capital whether directly or indirectly but excluding any distributions or
      other payments pursuant to any employee stock incentive plan (howsoever
      described) expressly permitted under the terms of this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      redemption, cancellation or repurchase of the Borrower’s shares or any
      class of its shares other than any conversion on mandatory repurchase or
      redemption of the Convertible Notes in accordance with their terms or in
      connection with any employee stock incentive plan (howsoever described)
      expressly permitted under the terms of this Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      payments under a subordinated loan (including interest and
      fees),

              


      

       

      “Solvent” means, as to any
Obligor on a particular date, that any such person:

       

      
        	
                 
      

              	
                (a)

              	
                has
      capital sufficient to carry on its business and transactions and all
      business and transactions in which it is about to engage and is able to
      pay its debts as they mature;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                has
      assets having a value, both at fair valuation and at present fair saleable
      value, greater than the amount required to pay its probable liabilities
      (including contingencies); and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                does
      not believe that it will incur debts or liabilities beyond its ability to
      pay such debts or liabilities as they
mature.

              


      

       

      “Spot Rate of Exchange” means
the exchange rate between Euros and Dollars as notified by the COFACE Agent to
the Borrower and calculated on the basis of the official fixing rate (as between
Euros and Dollars) of the European Central Bank quoted on Reuter’s page ECB37,
more or less two (2) basis points, on the date that is two
(2) Business Days prior to the relevant Utilisation Date.  If the
agreed page is replaced or the service ceases to be available, the COFACE Agent
may specify another page or service displaying the appropriate
rate.

       

      “Stock Pledge Agreement” means
the stock pledge agreement substantially in the form agreed between the Borrower
and the Security Agent on the date of this Agreement (or as otherwise
satisfactory to the Security Agent) between the Borrower, each Domestic
Subsidiary and the Security Agent.

       

      “Subordinated Indebtedness”
means any Financial Indebtedness of the Borrower or any Subsidiary:

       

      
        	
                 
      

              	
                (a)

              	
                subordinated
      in right and time of payment to the Obligations pursuant to an Acceptable
      Intercreditor Agreement (provided that the
      Borrower shall be entitled to pay PIK
Interest);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      be applied by the Borrower or the relevant Subsidiary (as the case may be)
      towards:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                financing
      costs directly arising from the construction and Launch of the Satellites
      or additional satellites;

              


      


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                financing
      payments due by the Borrower to second generation ground segment vendors;
      and/or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                payment
      of the Borrower’s working capital and general corporate
      purposes;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                containing
      such other terms and conditions, in each case as are reasonably
      satisfactory to the COFACE Agent;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      issuance of such Financial Indebtedness shall not cause, and could not
      reasonably be expected to cause, a
Default.

              


      

       

      “Subordination Deed” means the
subordination deed dated on or about the date of this Agreement and made between
Thermo, the Borrower, the Security Agent and the COFACE Agent.

       

      “Subsidiary” means, as to any
person, of which more than fifty per cent. (50%) of the
outstanding Capital Stock having ordinary voting power to elect a majority of
the board of directors or other managers of such person is at the time owned by
or the management is otherwise controlled by such person (irrespective of
whether, at the time, Capital Stock of any other class or classes of such person
shall have or might have voting power by reason of the occurrence of any
contingency).  Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” in this
Agreement shall refer to those of the Borrower.

       

      “Subsidiary Guarantor”
means:

       

      
        	
                 
      

              	
                (a)

              	
                each
      direct or indirect Domestic Subsidiary of the Borrower in existence on the
      date of this Agreement and set out in Schedule 26 (Subsidiary Guarantors);
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                which
      becomes a party to a Guarantee Agreement pursuant to Clause 21.5
      (Additional Domestic
      Subsidiaries).

              


      

       

      “Supplier” means Thales Alenia
Space France, a French société
par actions simplifiée registered at the Registre du Commerce et des Société
of Toulouse under registration number 414 725 101, whose
registered office is at 26, Avenue Jean François Champollion,
31100 Toulouse, France.

       

      “Supplier Direct Agreement”
means the direct agreement substantially in the form agreed between the Borrower
and the Security Agent on the date of this Agreement (or as otherwise
satisfactory to the Security Agent) between the Borrower, the Supplier and the
Security Agent.

       

      “Supplier Guarantee” means the
guarantee entered into on or about the date of this Agreement and made between
the Supplier as guarantor with the Borrower and the COFACE Agent as beneficiaries,
guaranteeing the payment of an amount equal to twelve million five hundred
thousand Dollars (US$12,500,000).

       

      “Synthetic Lease” means any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product where such transaction is considered
borrowed money indebtedness for tax purposes but is classified as an Operating
Lease in accordance with GAAP.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      

    

      

    “Target Company” has the
meaning given to such term in the definition of “Permitted
Acquisition”.

     

    “Tax” means any tax, levy,
impost, duty, fee, assessment or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay
or any delay in paying any of the same).

     

    “Tax Credit” means a credit
against, relief or remission for, or repayment of any Tax.

     

    “Tax Deduction” means a
deduction or withholding for or on account of Tax from a payment under a Finance
Document.

     

    “Tax Payment” means either the
increase in a payment made by the Borrower to a Finance Party under
Clause 13.1 (Tax
Gross-up) or a payment under Clause 13.2 (Tax Indemnity).

     

    “Thermo Cash Contribution
Agreement” means the agreement entered into, or to be entered into,
between Thermo and the Borrower delivered in satisfaction of the condition
precedent referred to in paragraph 18(i) (Other Documents and Evidence)
of Schedule 2 (Conditions
Precedent).

     

    “Termination Value” means, in
respect of any one (1) or more Hedging Agreements, after taking into
account the effect of any legally enforceable netting agreement relating to such
Hedging Agreements:

     

    
      	
               
      

            	
              (a)

            	
              for
      any date on or after such Hedging Agreements have been closed out and
      termination value(s) determined in accordance therewith, such termination
      value(s); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      any date prior to the date referenced in paragraph (a), the amount(s)
      determined as the mark-to-market value(s) for such Hedging Agreements, as
      determined based upon one (1) or more mid-market or other readily
      available quotations provided by any recognised dealer in such Hedging
      Agreements (which may include a Lender or an Affiliate of a
      Lender).

            


    

     

    “Thermo” means Thermo Funding
Company LLC.

     

    “Thermo Contingent Equity
Account” has the meaning given to such term in the Accounts
Agreement.

     

    “Thermo Group”
means:

     

    
      	
               
      

            	
              (a)

            	
              Globalstar
      Satellite, L.P.;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Thermo;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Globalstar
      Holdings, LLC.

            


    

     

    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    “Thermo Facility Agreement”
means the second amended and restated credit agreement dated 17 December
2007 (as the same has been amended (prior to the date of this Agreement) from
time to time) and made between the Borrower and Thermo.

     

    “Thermo Pledge of Bank
Accounts” means the French law “Convention de Nantissement de
Comptes Bancaires” substantially in the form agreed between Thermo and
the Security Agent on the date of this Agreement (or as otherwise satisfactory
to the Security Agent) between Thermo, the Offshore Account Bank and the
Security Agent.

     

    “Total Commitments” means the
aggregate of:

     

    
      	
               
      

            	
              (a)

            	
              the
      Total Facility A Commitments;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Total Facility B Commitments.

            


    

     

    “Total Facility A
Commitments” means the aggregate of the Facility A Commitments,
being five hundred sixty three million two hundred ninety nine thousand one
hundred and twenty Dollars (US$563,299,120) as at the date of this
Agreement.

     

    “Total Facility B
Commitments” means the aggregate of the Facility B Commitments,
being twenty three million forty two thousand and eight hundred and eighty
Dollars (US$23,042,880) as at the date of this
Agreement.

     

    “Transaction Costs” means all
transaction fees, charges and other amounts related to the Facilities or any
transaction which, if consummated, would be a Permitted Acquisition or a
Permitted Joint Venture Investment (including, without limitation, any financing
fees, merger and acquisition fees, legal fees and expenses, due diligence fees
or any other fees and expenses in connection therewith).

     

    “Transaction Documents”
means:

     

    
      	
               
      

            	
              (a)

            	
              each
      Finance Document;

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      Commercial Contract;

            


    

     

    
      	
               
      

            	
              (c)

            	
              each
      Cash Contribution Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Thermo Cash Contribution Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      Acceptable Intercreditor Agreement;
and

            


    

     

    
      	
               
      

            	
              (f)

            	
              each
      Material Communications Licence,

            


    

     

    and,
“Transaction Document”
means any of the foregoing as the context requires.

     

    “Transfer Certificate” means a
certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate)
or any other form agreed between the COFACE Agent and the Borrower (acting
reasonably).

     

    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    “Transfer Date” means, in
relation to a transfer, the later of:

     

    
      	
               
      

            	
              (a)

            	
              the
      proposed Transfer Date specified in the Transfer Certificate;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date on which the COFACE Agent executes the Transfer
      Certificate.

            


    

     

    “UCC” means the Uniform
Commercial Code as in effect in the State of New York, as amended or
modified from time to time.

     

    “Unfunded Pension Liability” of
any Pension Plan means the excess of such Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA over the current value of such Pension
Plan’s assets, determined in accordance with the assumptions used for funding
such Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

     

    “Unpaid Sum” means any sum due
and payable but unpaid by the Borrower under the Finance Documents.

     

    “United States” or “US” means the
United States of America.

     

    “Utilisation” means a
utilisation of a Facility.

     

    “Utilisation Date” means the
date of a Utilisation, being the date on which the relevant Loan is to be
made.

     

    “Utilisation Request” means a
notice substantially in the form set out in Schedule 3 (Utilisation
Request).

     

    “VAT” means value added tax as
provided for in the Value Added Tax Act 1994 and any other tax of a similar
nature.

     

    “Wholly-Owned” means, with
respect to a Subsidiary, that all the shares of the Capital Stock of such
Subsidiary are, directly or indirectly, owned or controlled by the Borrower
and/or one (1) or more of its Wholly-Owned Subsidiaries (except for
directors’ qualifying shares or other shares required by Applicable Law to be
owned by a person other than the Borrower).

     

    “Withholding Forms” means United States
Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI or W-9 (or, in each case, any
successor form and, in each case, attached to an IRS Form W-8IMY if required) or any
other IRS form by which a person may claim an exemption from withholding of
U.S. federal income tax on interest payments to that person and, in the
case of a person claiming an exemption under the “portfolio interest
exemption”, a statement certifying that such person is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as
amended.

     

    “Working Capital” means, on any
date, Current Assets less Current
Liabilities.

     

    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    
      
        	
                1.2

              	
                Construction

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      a contrary indication appears, any reference in this Agreement
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      “COFACE Agent”,
      any “Finance
      Party”, any “Lender”, any “Mandated Lead Arranger”,
      an “Obligor”, any
      “Party” or the
      “Security Agent”
      shall be construed so as to include its successors in title, permitted
      assigns and permitted transferees;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              “assets” includes present
      and future properties, revenues and rights of every
      description;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              “determines” or “determined” means a
      determination made in the absolute discretion of the person making the
      determination;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      “equivalent” on
      any given date in one currency (the “first currency”) of an
      amount denominated in another currency (the “second currency”) is a
      reference to the amount of the first currency which could be purchased
      with the second currency at the Spot Rate of Exchange for the purchase of
      the first currency with the second
currency;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      “Finance Document”
      or any other agreement or instrument is a reference to that Finance
      Document or other agreement or instrument as amended, novated,
      supplemented, extended or restated;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              “guarantee” means any
      guarantee, letter of credit, bond, indemnity or similar assurance against
      loss, or any obligation, direct or indirect, actual or contingent, to
      purchase or assume any indebtedness of any person or to make an investment
      in or loan to any person or to purchase assets of any person where, in
      each case, such obligation is assumed in order to maintain or assist the
      ability of such person to meet its
indebtedness;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              “include” or “including” are to be
      construed without limitation;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              “indebtedness” includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              a
      “person” includes
      any individual, firm, company, corporation, government, state or agency of
      a state or any association, trust, joint venture, consortium or
      partnership (whether or not having separate legal
      personality);

            


    

     

    
      	
               
      

            	
              (x)

            	
              a
      “regulation”
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law) of any governmental,
      intergovernmental or supranational body, agency, department or regulatory,
      self-regulatory or other authority or
  organisation;

            


    

     

    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (xi)

            	
              a
      provision of law is a reference to that provision as amended or
      re-enacted; and

            


    

     

    
      	
               
      

            	
              (xii)

            	
              a
      time of day is a reference to Paris
time.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Section,
      Clause and Schedule headings are for ease of reference
    only.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unless
      a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Finance Document
      has the same meaning in that Finance Document or notice as in this
      Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      Default (other than an Event of Default) is “continuing” if it has
      not been remedied or waived and an Event of Default is “continuing” if it has
      not been waived.

            


    

     

    
      
        	
                1.3

              	
                Accounting
      Terms

              


      

    

     

    All
accounting terms not specifically or completely defined in this Agreement shall
be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP applied on a
consistent basis, as in effect from time to time, applied in a manner consistent
with that used in preparing the audited financial statements required by
Clause 19.2 (Annual
Financial Statements), except as otherwise specifically prescribed in
this Agreement.

     

    
      
        	
                1.4

              	
                UCC
  Terms

              


      

    

     

    Terms
defined in the UCC in effect on the date of this Agreement and not otherwise
defined in this Agreement shall, unless the context otherwise indicates, have
the meanings provided by those definitions.  Subject to the foregoing,
the term “UCC” refers,
as of any date of determination, to the UCC then in effect.

     

    
      
        	
                1.5

              	
                Third Party
      Rights

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      expressly provided to the contrary in a Finance Document a person who is
      not a Party has no right under the Contracts (Rights of Third Parties)
      Act 1999 (the “Third
      Parties Act”) to enforce or to enjoy the benefit of any term of
      this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any term of any Finance Document the consent of any person who is not a
      Party is not required to rescind or vary this Agreement at any
      time.

            


    

     

    
      	
              2.

            	
              THE
      FACILITIES

            


    

     

    
      
        	
                2.1

              	
                Facility A and Facility
      B

              


      

    

     

    Subject
to the terms of this Agreement, the Lenders make available to the Borrower
a:

     

    
      	
               
      

            	
              (a)

            	
              Dollar
      term loan facility in an aggregate amount equal to the Total
      Facility A Commitments (“Facility A”);
      and

            


    

     

    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              Dollar
      term loan facility in an aggregate amount equal to the Total
      Facility B Commitments (“Facility
      B”).

            


    

     

    
      
        	
                2.2

              	
                Finance Parties’ Rights and
      Obligations

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      obligations of each Finance Party (other than the Lenders) under the
      Finance Documents are several.  Failure by a Finance Party
      (other than a Lender) to perform its obligations under the Finance
      Documents does not affect the obligations of any other Party under the
      Finance Documents.  No Finance Party (other than a Lender) is
      responsible for the obligations of any other Finance Party (other than a
      Lender) under the Finance
Documents.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      obligations of each Lender under the Finance Documents are joint and
      several.  Each Party agrees that this Clause 2.2(b) is for
      the benefit of the Lenders only and the Borrower acknowledges that it has
      no rights of any kind whatsoever under this
      Clause 2.2(b).

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      rights of each Finance Party under or in connection with the Finance
      Documents are separate and independent rights and any debt arising under
      the Finance Documents to a Finance Party from an Obligor shall be a
      separate and independent debt.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce its rights under the Finance
  Documents.

            


    

     

    
      
        	
                2.3

              	
                Commercial
      Contracts

              


      

    

     

    Each
Party acknowledges that the Finance Parties shall have no responsibility or
liability whatsoever regarding any performance or non-performance by any party
to a Commercial Contract and that the Finance Parties shall have no obligation
to intervene in any dispute in connection with or arising out of such
performance or non-performance.  Any such dispute shall not affect the
Borrower’s performance under this Agreement nor entitle the Borrower to any
suspension or other claim towards the Finance Parties.

     

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      
        	
                3.1

              	
                Purpose – Facility
      A

              


      

    

     

    The
Borrower shall apply all amounts borrowed by it under Facility A
towards:

     

    
      	
               
      

            	
              (a)

            	
              Payments to the
      Supplier

            


    

     

    payment
to the Supplier of the Eligible Amounts in excess of such amounts already paid
by the Borrower to the Supplier.  Such Eligible Amount shall be
payable by way of direct disbursement to the Supplier in accordance with the
terms of the Satellite Construction Contract;

     

    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Reimbursement to the
      Borrower

            


    

     

    reimbursement
to the Borrower of the Eligible Amounts already paid directly by the Borrower to
the Supplier in excess of the Advance Payment.  Such Eligible Amounts
shall be payable by way of direct disbursement to the
Borrower.  Subject to Clause 3.4(b) (Sub-Limits), any amounts
received by the Borrower by way of reimbursement may only be applied by the
Borrower as follows:

     

    
      	
               
      

            	
              (i)

            	
              towards
      payment to the Launch Services Provider of amounts not funded by
      Facility B in an amount not exceeding two hundred and sixteen million
      Dollars (US$216,000,000);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              towards
      payment to Hughes in an amount not exceeding eighty seven million Dollars
      (US$87,000,000);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              towards
      payment to Ericsson in an amount not exceeding eight million Dollars
      (US$8,000,000); and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              towards
      payment of the Borrower’s working capital and general corporate purposes
      in an amount not exceeding one hundred and fifty million Dollars
      (US$150,000,000),

            


    

     

    and, in
each case, such additional amounts as COFACE may agree; and

     

    
      	
               
      

            	
              (c)

            	
              Payment of the COFACE Insurance
      Premia

            


    

     

    payment
to the COFACE Agent (for the account of COFACE) of an amount equal to one
hundred per cent.
(100%) of the COFACE Insurance Premia with respect to Facility A, being
the amount specified by COFACE,

     

    in each
case, in accordance with the terms of this Agreement.

     

    
      
        	
                3.2

              	
                Purpose – Facility
      B

              


      

    

     

    The
Borrower shall apply all amounts borrowed by it under Facility B
towards:

     

    
      	
               
      

            	
              (a)

            	
              Payments to the Launch Services
      Provider

            


    

     

    payment
to the Launch Services Provider of the Eligible Amounts.  Such
Eligible Amount shall be payable by way of direct disbursement to the Launch
Services Provider in accordance with the terms of the Launch Service Contract;
and

     

    
      	
               
      

            	
              (b)

            	
              Payment of the COFACE Insurance
      Premia

            


    

     

    payment
to the COFACE Agent (for the account of COFACE) of an amount equal to one
hundred per cent.
(100%) of the COFACE Insurance Premia with respect to Facility B, being
the amount specified by COFACE,

     

    in each
case, in accordance with the terms of this Agreement.

     

    
      
        	
                3.3

              	
                Monitoring

              


      

    

     

    No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

     

    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

    
      
        	
                3.4

              	
                Sub-Limits

              


      

    

     

    The
aggregate amount that the Borrower may utilise under:

     

    
      	
               
      

            	
              (a)

            	
              Clause 3.1(a)
      (Payments to the
      Supplier) and Clause 3.1(b) (Reimbursement to the
      Borrower) shall not exceed five hundred twenty eight million twenty
      six thousand eight hundred and forty four Dollars
      (US$528,026,844);

            


    

     

    
      	
               
      

            	
              (b)

            	
              Clause 3.1(b)
      (Reimbursement to the
      Borrower) shall not exceed three hundred nine million five hundred
      forty three thousand six hundred and twenty six Dollars (US$309,543,626);
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Clause 3.2(a)
      (Payments to the Launch
      Services Provider) shall not exceed twenty one million six hundred
      thousand Dollars (US$21,600,000).

            


    

     

    
      	
              4.

            	
              CONDITIONS
      OF UTILISATION

            


    

     

    
      
        	
                4.1

              	
                Initial Conditions
      Precedent

              


      

    

     

    The
Borrower shall not deliver a Utilisation Request unless the COFACE Agent has
received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form
and substance satisfactory to the COFACE Agent.  The COFACE Agent
shall notify the Borrower and the Lenders promptly upon being so
satisfied.

     

    
      
        	
                4.2

              	
                Further Conditions
      Precedent

              


      

    

     

    The
Lenders will only be obliged to comply with Clause 5.6 (Lenders’ Participation) if on
the date of the Utilisation Request and on the proposed Utilisation
Date:

     

    
      	
               
      

            	
              (a)

            	
              no
      Default is continuing or would be likely to result from the proposed
      Loan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Repeating Representations to be made by the Borrower are true in all
      material respects;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      credit insurance cover under the COFACE Insurance Policy extended by
      COFACE in favour of the Lenders in respect of each Facility is in full
      force and effect and has not been suspended or cancelled, and the COFACE
      Agent shall, in its sole discretion, be satisfied that all conditions of
      the COFACE Insurance Policy and of the credit insurance cover with respect
      to such COFACE Insurance Policy have been satisfied in full and that the
      credit insurance coverage will apply to such
  Utilisation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              each
      Commercial Contract is in full force and effect and has not been
      suspended, interrupted, cancelled, terminated, amended or modified in any
      material respect (otherwise than as authorised by the COFACE Agent) and no
      arbitration or other legal proceedings have been initiated between the
      Borrower and the Supplier and/or Launch Services Provider (as the case may
      be) in respect of a Commercial
Contract;

            


    

     

    
      	
               
      

            	
              (e)

            	
              for
      any Utilisation Request made for the purpose referred to in
      Clause 3.1(b) (Reimbursement to the
      Borrower), the COFACE Agent shall have received evidence that the
      payment to the Supplier of the corresponding Invoices has been
      made;

            


    

     

    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (f)

            	
              each
      of the documents, information and other evidence specified in and required
      to be enclosed with each Utilisation Request and Qualifying Certificate,
      together with any other documents, information or evidence requested by
      the COFACE Agent (on behalf of the Lenders) and/or the French Authorities
      from time to time, shall have been delivered to the COFACE Agent (in form
      and substance satisfactory to the COFACE
Agent);

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Borrower shall have paid or arranged for payment when
  due:

            


    

     

    
      	
               
      

            	
              (i)

            	
              all
      fees, costs, expenses, charges and other amounts due and payable by it
      under this Agreement on the Utilisation Date for such Utilisation;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      and all other amounts due and payable under this Agreement on such
      Utilisation Date; the Borrower shall have delivered to the COFACE Agent
      such evidence of payment as the COFACE Agent may reasonably request;
      and

            


    

     

    
      	
               
      

            	
              (h)

            	
              in
      respect of any payment to the Supplier, the Launch Services Provider
      and/or the Borrower in accordance with Clause 3.1(a) (Payments to the
      Supplier), 3.1(b) (Reimbursement to the
      Borrower) and 3.2(a) (Payments to the Launch
      Services Provider), the Supplier and/or the Launch Services
      Provider (as the case may be) has delivered to the COFACE Agent a
      Qualifying Certificate, which:

            


    

     

    
      	
               
      

            	
              (i)

            	
              conforms
      to the amount and payment timing specified in the relevant Utilisation
      Request; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      the extent applicable, specifies whether such Loan is to be applied in
      payment:

            


    

     

    
      	
               
      

            	
              (A)

            	
              of
      a portion of the Contract Price directly to the Supplier or the Launch
      Services Provider (as the case may be);
or

            


    

     

    
      	
               
      

            	
              (B)

            	
              by
      reimbursement to the Borrower to the account directed by the Borrower in
      the Utilisation Request of any portion of the Contract Price paid by the
      Borrower to the Supplier or the Launch Services Provider (as the case may
      be);

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      certificate from a Responsible Officer certifying that each of the
      eight (8) Satellites referred to in Schedule 16 (Satellites) has been
      launched, is in-service and is fully operational (in form and substance
      satisfactory to the COFACE Agent);
and

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      conditions in Clause 5 (Utilisation) have been
      fulfilled.

            


    

     

    The
COFACE Agent shall notify the Borrower and the Lenders promptly upon being so
satisfied.

     

    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    
      
        	
                4.3

              	
                Conditions Precedent to Certain
      Utilisations

              


      

    

     

    The
Lenders will only be obliged to comply with Clause 5.6 (Lenders’ Participation) if on
the date of the Utilisation Request and on the proposed Utilisation
Date:

     

    
      	
               
      

            	
              (a)

            	
              no
      later than one hundred and twenty (120) days prior to the first day
      of the Scheduled Launch Period, the COFACE Agent shall have received the
      drafts of the Launch Insurance Documentation, in compliance with the
      provisions of Clause 21.4 (Insurance) and in form
      and substance satisfactory to the COFACE Agent;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      later than ninety (90) days prior to each scheduled Launch date, the
      Borrower shall have delivered to the COFACE Agent the Launch Insurance
      Documentation duly executed by each party thereto together
      with:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Loss Payee Clause;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              each
      certificate in respect of the Launch Insurance Documentation referred to
      in Clause 21.4(c)(ii) (Launch Insurance);
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              evidence
      that all premia due at that time has been paid in full in compliance with
      Clause 21.4(c)(ii) (Launch Insurance) and
      in form and substance satisfactory to the COFACE
  Agent.

            


    

     

    
      
        	
                4.4

              	
                Failure to Satisfy Conditions
      Precedent

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower agrees that all the initial conditions precedent referred to in
      Clause 4.1 (Initial
      Conditions Precedent) must be fulfilled within sixty (60) days
      of the date of this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to paragraph (c) below, if the Borrower is unable to fulfil any such
      conditions precedent within such sixty (60) day time period, each
      Lender’s Commitment shall be immediately cancelled and each Lender shall
      have no further obligations under this
  Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Lender’s Commitment shall not be cancelled pursuant to paragraph (b)
      above if each of the initial conditions precedent has been satisfied by
      the Borrower except for the condition precedent referred to in
      paragraph 8 (COFACE
      Insurance Policy) of Schedule 2 (Conditions Precedent)
      but only to the extent that the COFACE Insurance Policy has not been
      issued by COFACE for a reason not attributable to a breach by the Borrower
      of the terms of the COFACE Insurance
Policy.

            


    

     

    
      	
              5.

            	
              UTILISATION

            


    

     

    
      
        	
                5.1

              	
                Delivery of a Utilisation
      Request

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may utilise a Facility by delivery to the COFACE Agent of a duly
      completed Utilisation Request not later than 11:00 a.m. (Paris
      time) ten (10) Business Days prior to the proposed Utilisation
      Date.

            


    

     

    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Utilisation Request shall instruct the COFACE Agent to remit the amount
      utilised on behalf of the Borrower
to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Supplier and/or the Launch Services Provider’s account, as the case may
      be, as part of the payment of the relevant Contract Price;
    or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      relation to a reimbursement to the Borrower under Facility A, such account
      as directed by the Borrower in the Utilisation
  Request.

            


    

     

    
      
        	
                5.2

              	
                Borrower’s
      Mandate

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower irrevocably authorises and mandates the COFACE Agent (on its
      behalf and for its account):

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of Facility A:

            


    

     

    
      	
               
      

            	
              (A)

            	
              to
      pay the Supplier with respect to any Eligible Amount under the Satellite
      Construction Contract, upon presentation of the documents set out in
      Schedule 11 (Payment
      Terms);

            


    

     

    
      	
               
      

            	
              (B)

            	
              to
      reimburse the Borrower for any payments in respect of Eligible Goods and
      Services under the Satellite Construction Contract which exceed fifteen
      per cent.
      (15%) of the Satellite Construction Contract’s Contract Price;
      and

            


    

     

    
      	
               
      

            	
              (C)

            	
              to
      pay to the COFACE Agent the COFACE Insurance
  Premia;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of Facility B:

            


    

     

    
      	
               
      

            	
              (A)

            	
              to
      pay the Launch Services Provider with respect to any Eligible Amount under
      the Launch Services Contract, upon presentation of the documents set out
      in Schedule 11 (Payment
      Terms); and

            


    

     

    
      	
               
      

            	
              (B)

            	
              to
      pay to the COFACE Agent the COFACE Insurance
  Premia.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      mandate is irrevocable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      payment terms set out in Schedule 11 (Payment Terms) may only
      be amended with the prior written consent of the COFACE Agent (acting on
      the instructions of all the
Lenders).

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower agrees that any Utilisation made under or pursuant to this
      Clause 5 shall be deemed to have been made to or for the benefit of
      the Borrower and the Borrower waives all rights of protest it may have to
      the contrary.

            


    

     

    
      
        	
                5.3

              	
                Examination of
      Documents

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      COFACE Agent’s role in examining the documents set out in Schedule 11
      (Payment Terms)
      shall be limited to verifying that such documents appear on their face to
      be what is indicated in such Schedule 11 (Payment Terms) and the
      COFACE Agent shall bear no other responsibility in connection
      thereof.  Such role shall be construed in accordance with the
      terms of Article 14 of the Uniform Customs and Practice for
      Documentary Credits of the International Chamber of Commerce 2007 Revision
      (Publication 600).

            


    

     

    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              The
      COFACE Agent and the Lenders shall not be responsible for any delay in
      making available any Loans resulting from any requirement for the delivery
      of further information or documents required by the COFACE Agent to
      confirm the relevant conditions precedent in this Agreement have been
      met.

            


    

     

    
      
        	
                5.4

              	
                Completion of a Utilisation
      Request

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Utilisation Request is irrevocable and will not be regarded as having been
      duly completed unless:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      proposed Utilisation Date is a Business Day within the Availability Period
      applicable to that Facility; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      currency and amount of the Utilisation comply with Clause 5.5 (Currency and
      Amount).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Only
      one (1) Loan may be requested in each Utilisation
      Request.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower may only deliver one (1) Utilisation Request in each Month
      in respect of each Facility.

            


    

     

    
      
        	
                5.5

              	
                Currency and
      Amount

              


      

    

     

    In the
case of:

     

    
      	
               
      

            	
              (a)

            	
              Payments to the
      Supplier

            


    

     

    any
Utilisation to be made in accordance with Clause 3.1(a) (Payments to the Supplier),
the Loan requested in a Utilisation Request must be in Dollars.  Each
payment to the Supplier by the COFACE Agent shall be made in
Dollars;

     

    
      	
               
      

            	
              (b)

            	
              Payments to the Launch Services
      Provider

            


    

     

    any
Utilisation to be made in accordance with Clause 3.2(a) (Payments to the Launch Services
Provider), the Loan requested in a Utilisation Request must be
Dollars.  Each payment to the Launch Services Provider by the COFACE
Agent shall be made in Dollars;

     

    
      	
               
      

            	
              (c)

            	
              Reimbursement to the
      Borrower

            


    

     

    any
Utilisation to be made in accordance with Clause 3.1(b) (Reimbursement to the
Borrower), the Loan requested in a Utilisation Request must be
Dollars.  The Borrower shall confirm in each such Utilisation Request
that the requested Dollar amount is the Dollar equivalent of the relevant Euro
amount applying a Euro to Dollar exchange rate of one (1) Euro for one point
thirty four Dollars (US$1.34).  Each Utilisation made pursuant to
Clause 3.1(b) (Reimbursement
to the Borrower) shall be made in Dollars;

     

    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              Facility A – Payment of
      the COFACE Insurance Premia

            


    

     

    any
Utilisation to be made in accordance with Clause 3.1(c) (Payment of the COFACE Insurance
Premia), the Loan requested in a Utilisation Request must be, subject to
Clause 12.3 (Borrower’s
Payment Obligations), thirty five million two hundred seventy two
thousand two hundred and seventy six Dollars (US$35,272,276). Any payment to
COFACE of the COFACE Insurance Premia shall be made in Dollars;

     

    
      	
               
      

            	
              (e)

            	
              Facility B – Payment of
      the COFACE Insurance Premia:

            


    

     

    any
Utilisation to be made in accordance with Clause 3.2(b) (Payment of the COFACE Insurance
Premia), the Loan requested in a Utilisation Request must be, subject to
Clause 12.3(c) (Borrower’s Payment
Obligations), one million four hundred forty two thousand eight hundred
and eighty thousand Dollars (US$1,442,880).  Any payment to COFACE of
the COFACE Insurance Premia shall be made in Dollars;

     

    
      	
               
      

            	
              (f)

            	
              Facility A – Minimum
      Amount

            


    

     

    Facility
A, the amount of the proposed Loan must be an amount which is not more than the
Available Facility and which is a minimum of one million Dollars (US$1,000,000)
or, if less, the Available Facility; and

     

    
      	
               
      

            	
              (g)

            	
              Facility B – Minimum
      Amount

            


    

     

    Facility
B, the amount of the proposed Loan must be an amount which is not more than the
Available Facility and which is a minimum of one million Dollars (US$1,000,000)
or, if less, the Available Facility.

     

    
      
        	
                5.6

              	
                Lenders’
      Participation

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              If
      the conditions set out in this Agreement have been met, each Lender shall
      make its participation in each Loan available by the Utilisation Date
      through its Facility Office.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      amount of each Lender’s participation in each Loan will be equal to the
      proportion borne by its Available Commitment to the Available Facility
      immediately prior to making the
Loan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      COFACE Agent shall notify each Lender of the amount of each Loan and the
      amount of its participation in that Loan by 11:00 a.m. (Paris time) on a
      Business Day which is seven (7) Business Days
      prior to the proposed Utilisation Date for such
    Utilisation.

            


    

     

    
      
        	
                5.7

              	
                Cancellation of
      Commitment

              


      

    

     

    The Total
Commitments which, at that time, are unutilised shall be immediately cancelled
at the end of the Availability Period.

     

    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              REPAYMENT

            


    

     

    
      
        	
                6.1

              	
                Repayment

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall make such repayments as may be necessary to ensure that on
      each of the dates set out in the Repayment Schedule (each a “Repayment Date”) the
      aggregate amount of the Loans is reduced by an amount equal to the product
      of the aggregate amount of the Loans as at the close of business in Paris
      on the last day of the Availability Period and the percentage (as set out
      next to the relevant Repayment Date) in the Repayment Schedule which
      corresponds to such Repayment Date.  Notwithstanding anything to
      the contrary in Clause 6.1(b) below, all outstanding Loans will in any
      event be repaid in full by the Borrower by the Final Maturity
      Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      a Launch Failure occurs or there is a failure to bring a Satellite into
      full service and the Borrower elects to order a replacement Satellite in
      accordance with Clause 7.5(b) (Mandatory Prepayment -
      Insurance and Condemnation Events), the Lenders (acting
      unanimously) may, subject to a specific approval from COFACE, upon written
      request from the Borrower consent to an adjustment to the repayment
      profile of the Facilities.

            


    

     

    
      	
              6.2

            	
              Reborrowing

            


    

     

    The
Borrower may not reborrow any part of a Facility which is repaid.

     

    
      	
              7.

            	
              PREPAYMENT
      AND CANCELLATION

            


    

     

    
      	
              7.1

            	
              Illegality

            


    

     

    If it
becomes unlawful in any applicable jurisdiction for a Lender to perform any of
its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan:

     

    
      	
               
      

            	
              (a)

            	
              that
      Lender shall promptly notify the COFACE Agent upon becoming aware of that
      event;

            


    

     

    
      	
               
      

            	
              (b)

            	
              upon
      the COFACE Agent notifying the Borrower, the Commitment of that Lender
      will be immediately cancelled; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Borrower shall repay that Lender’s participation in the Loans made to the
      Borrower on the last day of the Interest Period for each Loan occurring
      after the COFACE Agent has notified the Borrower or, if earlier, the date
      specified by the Lender in the notice delivered to the COFACE Agent (being
      no earlier than the last day of any applicable grace period permitted by
      law).

            


    

     

    
      	
              7.2

            	
              Mandatory Prepayment -
      Exit

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      the purposes of this
Clause 7.2:

            


    

     

    “Acting in Concert” means
acting together pursuant to an agreement or understanding (formal or
informal).

     

    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    “Borrower Change of Control”
means:

     

    
      	
               
      

            	
              (i)

            	
              the
      Thermo Group shall at any time and for any reason fail to own and control
      (without being subject to a voting trust, voting agreement, shareholders
      agreement or any other agreement limiting or affecting the voting of such
      stock other than any agreement entered into among the members of Thermo
      Group and their Affiliates which agreement is not otherwise inconsistent
      with this Agreement), free and clear of any Lien, at least forty per cent. (40%) of
      both the economic and voting interests in the Borrower’s Capital Stock
      (assuming that all convertible instruments, warrants or options then
      outstanding have been exercised);
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      “person” (other
      than the Thermo Group) together with its Affiliates owns or acquires
      (together with all stock that such person or Affiliate has the right to
      acquire whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, of twenty five per cent. (25%) or
      more of the economic or voting interests in the Borrower’s Capital Stock
      (assuming that all convertible instruments, warrants or options then
      outstanding have been exercised);
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      “person” or
      “group” (as such
      terms are used in Sections 13(d) and 14(d) of the US Securities
      Exchange Act of 1934 (the “Exchange Act”)) Acting
      in Concert or otherwise (other than Thermo Group), is or shall become the
      “beneficial
      owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the
      Exchange Act, except that a person shall be deemed to have beneficial
      ownership of all stock that such person has the right to acquire whether
      such right is exercisable immediately or only after the passage of time),
      directly or indirectly, of thirty three per cent. (33%) or
      more of the economic or voting interests in the Borrower’s Capital Stock
      (assuming that all convertible instruments, warrants or options then
      outstanding have been exercised);
or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      board of directors of the Borrower shall cease to consist of a majority of
      Continuing Directors.

            


    

     

    “Change of Control” means
either a Borrower Change of Control or a Thermo Change of Control.

     

    “Continuing Directors” means
the directors of the Borrower and/or Thermo Group (as the case may be) on the
date of this Agreement and each other director if such director’s nomination for
election to the board of directors of the Borrower and/or Thermo Group (as the
case may be) is recommended by a majority of the then Continuing
Directors.

     

    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    “Thermo Change of Control”
means:

     

    
      	
               
      

            	
              (i)

            	
              James
      Monroe III (or, in the event of his death or Incapacity, his
      executors, trustees, heirs or legal representatives) shall at any time and
      for any reason fail to own and control (without being subject to a voting
      trust, voting agreement, shareholders agreement or any other agreement
      limiting or affecting the voting of such stock), free and clear of any
      Lien, at least forty per cent. (40%) of
      both the economic and voting interests in any member of the Thermo Group’s
      Capital Stock (assuming that all convertible instruments, warrants or
      options then outstanding have been exercised);
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      “person” or
      “group” (as such
      terms are used in Sections 13(d) and 14(d) of the US Securities
      Exchange Act of 1934 (the “Exchange Act”)), Acting
      in Concert or otherwise, is or shall become the “beneficial owner” (as
      defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, except
      that a person shall be deemed to have beneficial ownership of all stock
      that such person has the right to acquire whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly, of twenty five per cent. (25%) or
      more of the economic or voting interests in any member of the Thermo
      Group’s Capital Stock (assuming that all convertible instruments, warrants
      or options then outstanding have been exercised);
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      board of directors (or its equivalent) of any member of the Thermo Group
      shall cease to consist of a majority of Continuing Directors;
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              James
      Monroe III (or, in the event of his death or Incapacity, his
      executors, trustees, heirs or legal representatives) shall cease to have
      the power to elect or remove a majority of the board of directors (or its
      equivalent) of any member of the Thermo Group;
  or

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      “change of
      control” or similar event shall occur under any document with
      respect to any equity or debt instrument issued or incurred by the Thermo
      Group.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower must promptly notify the COFACE Agent if it becomes aware that
      the circumstances referred to in paragraph (c) below have occurred or
      are likely to occur.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      the occurrence of a Change of Control, the Total Commitments shall be
      cancelled and all outstanding Loans, together with accrued interest and
      all other amounts accrued under the Finance Documents, shall become
      immediately due and payable.

            


    

     

    
      	
              7.3

            	
              Mandatory Prepayment – Initial
      Excess Cash Flow

            


    

     

    On the
First Repayment Date, the Borrower shall apply an amount equal to any Excess
Cash Flow accrued since the date of this Agreement (in an amount determined by
the Borrower and verified by the COFACE Agent) as follows:

     

    
      	
               
      

            	
              (a)

            	
              firstly,
      provided no
      Default has occurred and is continuing, in or towards payment of a portion
      of the Borrower’s obligations to Thermo under the Thermo Cash Contribution
      Agreement, through payment:

            


    

     

    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              directly
      to the DSRA Providers on behalf of Thermo in the proportions directed by
      Thermo to the Borrower in writing;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      Thermo’s obligations to the DSRA Providers under the Relevant Agreements
      have been repaid in full, to Thermo in reimbursement of any amounts
      previously paid directly by Thermo to the DSRA Providers under the
      Relevant Agreements and not previously reimbursed by the Borrower to
      Thermo,

            


    

     

    of an
amount not to exceed:

     

    
      	
               
      

            	
              (A)

            	
              thirty
      five million Dollars (US$35,000,000) plus the drawn amount paid to the
      Borrower by the Supplier under the Supplier Guarantee; less

            


    

     

    
      	
               
      

            	
              (B)

            	
              any
      previous payments pursuant to this Clause 7.3(a) (Mandatory Prepayment – Initial
      Excess Cash Flow), Clause 5.2(b)(i) and (ii) (Permitted Withdrawals from the
      Collection Account) of the Accounts Agreement, Clause 9.3 (Excess Funding in the Debt
      Service Account) of the Accounts Agreement and/or Clause 7.4(a)
      (Mandatory Prepayment –
      Ongoing Excess Cash Flow)
below.

            


    

     

    Any
amounts paid to the DSRA Providers or Thermo pursuant to this Clause 7.3(a)
shall reduce any amount owing by the Borrower to Thermo under the Thermo Cash
Contribution Agreement.  No payment shall be made under this Clause
7.3(a) to the extent any payments would exceed the amount owing by the Borrower
to Thermo under the Thermo Cash Contribution Agreement (but excluding any
payments of interest or capitalised interest due and owing by the Borrower to
Thermo under the Thermo Cash Contribution Agreement).  Any such
interest or capitalised interest shall only be payable by the Borrower to Thermo
following satisfaction of each of the distribution conditions set out at Clause
22.6 (Limitations on Dividends
and Distributions) (other than Clause 22.6(b)(iv) (Limitations on Dividends and
Distributions));

     

    
      	
               
      

            	
              (b)

            	
              secondly,
      in an amount up to fifty million Dollars (US$50,000,000) (the “Retained Excess Amount”)
      by way of transfer to the Capital Expenditure Account in accordance with
      the Accounts Agreement; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              finally,
      in mandatory prepayment of the Loans, in an amount determined by the
      Borrower (and verified by the COFACE Agent) five (5) Business Days
      prior to the First Repayment Date (taking into account all accrued Excess
      Cash Flow less
      the amounts paid pursuant to Clauses 7.3(a) and (b)
      above),

            


    

     

    provided that, in each case,
for the purpose of calculating such Excess Cash Flow, an amount equivalent to
the amount of Debt Service to be paid by the Borrower on the First Repayment
Date shall not be included in the determination of Excess Cash
Flow.

     

    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    
      	
              7.4

            	
              Mandatory Prepayment – Ongoing
      Excess Cash Flow

            


    

     

    No later
than thirty (30) days after the end of any Debt Service Period occurring
after the end of the Availability Period (other than the First Repayment Date),
the Borrower shall apply an amount equal to thirty per cent. (30%) of all
Excess Cash Flow as follows:

     

    
      	
               
      

            	
              (a)

            	
              firstly, provided no Default
      has occurred and is continuing, in or towards payment of a portion of the
      Borrower’s obligations to Thermo under the Thermo Cash Contribution
      Agreement, through payment:

            


    

     

    
      	
               
      

            	
              (i)

            	
              directly
      to the DSRA Providers on behalf of Thermo in the proportions directed by
      Thermo to the Borrower in writing;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      Thermo’s obligations to the DSRA Providers under the Relevant Agreements
      have been repaid in full, to Thermo in reimbursement of any amounts
      previously paid directly by Thermo to the DSRA Providers under the
      Relevant Agreements and not previously reimbursed by the Borrower to
      Thermo,

            


    

     

    of an
amount not to exceed:

     

    
      	
               
      

            	
              (A)

            	
              thirty
      five million Dollars (US$35,000,000) plus the drawn amount paid to the
      Borrower by the Supplier under the Supplier Guarantee; less

            


    

     

    
      	
               
      

            	
              (B)

            	
              any
      previous payments pursuant to this Clause 7.4(a) (Mandatory Prepayment – Initial
      Excess Cash Flow), Clause 5.2(b)(i) and (ii) (Permitted Withdrawals from the
      Collection Account) of the Accounts Agreement, Clause 9.3 (Excess Funding in the Debt
      Service Account) of the Accounts Agreement and/or Clause 7.3(a)
      (Mandatory Prepayment –
      Ongoing Excess Cash Flow)
above.

            


    

     

    Any
amounts paid to the DSRA Providers or Thermo pursuant to this Clause 7.4(a)
shall reduce any amount owing by the Borrower to Thermo under the Thermo Cash
Contribution Agreement.  No payment shall be made under this Clause
7.4(a) to the extent any payments would exceed the amount owing by the Borrower
to Thermo under the Thermo Cash Contribution Agreement (but excluding any
payments of interest or capitalised interest due and owing by the Borrower to
Thermo under the Thermo Cash Contribution Agreement).  Any such
interest or capitalised interest shall only be payable by the Borrower to Thermo
following satisfaction of each of the distribution conditions set out at Clause
22.6 (Limitations on Dividends
and Distributions) (other than Clause 22.6(b)(iv) (Limitations on Dividends and
Distributions));

     

    
      	
               
      

            	
              (b)

            	
              secondly,
      in an amount up to the Retained Excess Amount by way of transfer to the
      Capital Expenditure Account in accordance with the Accounts Agreement, to
      the extent not already funded pursuant to Clause 7.3(b) (Mandatory Prepayment – Initial
      Excess Cash Flow) or any previous transfer pursuant to this
      provision; and

            


    

     

    
      
         


      

      
        61

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              thirdly,
      in mandatory prepayment of the Loans provided that, such
      prepayment shall not apply to the first ten million Dollars
      (US$10,000,000) of Excess Cash Flow which accrues in each such Debt
      Service Period.

            


    

     

    
      	
              7.5

            	
              Mandatory Prepayment -
      Insurance and Condemnation
Events

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Clauses 7.5(b) below, the Borrower shall prepay the Loans in an
      amount equal to one hundred per cent. (100%)
      of the aggregate Net Cash Proceeds from any Insurance and Condemnation
      Event and other extraordinary recoveries by the Borrower or any of its
      Subsidiaries.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Such
      prepayments shall be made within three (3) Business Days after
      receipt of the Net Cash Proceeds from any Insurance and Condemnation Event
      by the Borrower or any of its Subsidiaries, provided that so long
      as no Event of Default has occurred and is continuing (and so long as no
      action is being taken under Clause 24 (Remedies Upon an Event of
      Default)), no prepayment shall be
  required:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      connection with such Insurance and Condemnation Event yielding in
      aggregate less than five hundred thousand Dollars (US$500,000) in Net Cash
      Proceeds; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              with
      respect to any such Net Cash Proceeds which are committed by the Borrower
      to be reinvested in replacement assets of French suppliers or the
      procurement or Launch of a Satellite or Satellites acquired or planned to
      be acquired pursuant to the then current business plan of the Borrower (as
      evidenced by a contractual agreement for the purchase or acquisition of
      assets) within six (6) Months after receipt of such Net Cash Proceeds
      and the proceeds arising out of the relevant Insurance are placed into the
      Insurance Proceeds Account (such account to be secured in favour of the
      Security Agent (for and on behalf of itself and the other Finance
      Parties)) and, provided
      that no action is being taken under Clause 24 (Remedies Upon an Event of
      Default), will be applied by the COFACE Agent in payment to a
      supplier of such replacement asset or replacement Satellite, any long lead
      items, launch services, insurances or other costs directly arising in
      relation to such purchase or Launch in accordance with the terms and
      conditions agreed between the Borrower and the Supplier.  Any
      excess in Net Cash Proceeds after taking into account such payments and
      costs shall be transferred to the Collection Account in accordance with
      the Accounts Agreement.

            


    

     

    
      	
              7.6

            	
              Mandatory Prepayments – Asset
      Dispositions

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall prepay the Loans in an amount equal to one hundred per cent. (100%)
      of the aggregate Net Cash Proceeds from any Asset Disposition by the
      Borrower or any of its
Subsidiaries.

            


    

     

    
      
         


      

      
        62

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              Such
      prepayment shall be made within three (3) days after the date of
      receipt of the Net Cash Proceeds of any such transaction by the Borrower
      or any of its Subsidiaries, provided that, so long
      as no Default has occurred and is continuing, no prepayment shall be
      required pursuant to this
Clause 7.6:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      connection with such Asset Dispositions yielding less than five hundred
      thousand Dollars (US$500,000) in Net Cash Proceeds;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              with
      respect to any such Net Cash Proceeds which
are:

            


    

     

    
      	
               
      

            	
              (A)

            	
              reinvested
      within six (6) Months after receipt of such Net Cash Proceeds by such
      person in replacement assets (useful to the Borrower and its Subsidiaries
      in the conduct of business in accordance with Clause 22.12 (Nature of Business));
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              committed
      (as evidenced by a contractual agreement for the purchase or acquisition
      of assets with a vendor of such assets) within six (6) Months after
      receipt of such Net Cash Proceeds by such person to be reinvested in the
      procurement or Launch of a Satellite or Satellites acquired or to be
      acquired pursuant to the then current business plan of the
      Borrower.

            


    

     

    
      	
              7.7

            	
              Mandatory Prepayment – COFACE
      Insurance Policy

            


    

     

    If the
credit insurance cover under the COFACE Insurance Policy is not in full force
and effect for a reason not attributable to the Borrower, the COFACE Agent
shall, by not less than thirty (30) days notice to the Borrower, cancel the
Total Commitments and declare all outstanding Loans, together with accrued
interest, and all other amounts accrued under the Finance Documents immediately
due and payable, whereupon the Total Commitments will be cancelled and all such
outstanding amounts will become immediately due and payable.

     

    
      	
              7.8

            	
              Voluntary
      Cancellation

            


    

     

    The
Borrower may, if it:

     

    
      	
               
      

            	
              (a)

            	
              gives
      the COFACE Agent not less than twenty (20) Business Days’ (or such
      shorter period as the Majority Lenders may agree) prior notice;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              delivers
      to the COFACE Agent a certificate signed by a Responsible Officer
      demonstrating that the Borrower has sufficient funds to finance the
      Project to the satisfaction of the COFACE Agent after any such
      cancellation,

            


    

     

    cancel
the whole or any part (being a minimum amount of one million Dollars
(US$1,000,000)) of the Available Facility.  Any cancellation under
this Clause 7.8 shall reduce the Commitments of the Lenders in inverse
order of maturity.

     

    
      	
              7.9

            	
              Voluntary Prepayment of the
      Loans

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may, if it gives the COFACE Agent not less than twenty
      (20) Business Days’ (or such shorter period as the Majority Lenders
      may agree) prior notice, prepay the whole or any part of the Loans (but,
      if in part, being an amount that reduces the amount of the Loans by a
      minimum amount of one million Dollars (US$1,000,000)).  The
      Borrower may make a prepayment in accordance with this Clause 7.9 on
      a Repayment Date.

            


    

     

    
      
         


      

      
        63

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              If
      such a prepayment is made on a day other than the last day of an Interest
      Period, the Borrower shall make that prepayment together with any Break
      Costs in accordance with Clause 10.4 (Break Costs), without
      premium or penalty.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Loans may only be prepaid after the last day of the Availability Period
      (or, if earlier, the day on which the Available Facility is zero
      (0)).

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      prepayment under this Clause 7.9 shall satisfy the obligations under
      Clause 6.1 (Repayment) against the
      outstanding repayment instalments in inverse order of
      maturity.

            


    

     

    
      	
              7.10

            	
              Right of Repayment and
      Cancellation in relation to a Single
  Lender

            


    

     

    
      	
               
      

            	
              (a)

            	
              If:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      sum payable to any Lender by the Borrower is required to be increased
      under paragraph (c) of Clause 13.1 (Tax Gross-up);
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Lender claims indemnification from the Borrower under Clause 13.2
      (Tax Indemnity)
      or Clause 14.1 (Increased
      Costs),

            


    

     

    the
Borrower may, whilst the circumstance giving rise to the requirement for
indemnification continues, give the COFACE Agent notice of cancellation of the
Commitment of that Lender and its intention to procure the repayment of that
Lender’s participation in the Loans.

     

    
      	
               
      

            	
              (b)

            	
              On
      receipt of a notice referred to in paragraph (a) above, the
      Commitment of that Lender shall immediately be reduced to zero
      (0).

            


    

     

    
      	
               
      

            	
              (c)

            	
              On
      the last day of each Interest Period which ends after the Borrower has
      given notice under paragraph (a) above (or, if earlier, the date
      specified by the Borrower in that notice), the Borrower shall repay that
      Lender’s participation in that
Loan.

            


    

     

    
      	
              7.11

            	
              Application of Mandatory
      Prepayments

            


    

     

    Other
than in respect of any prepayment under Clause 7.1 (Illegality), all mandatory
prepayments shall be applied:

     

    
      	
               
      

            	
              (a)

            	
              pro rata among the
      Facilities and within each Facility;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      inverse order of maturity across the remaining scheduled repayments under
      each Facility.

            


    

     

    
      
         


      

      
        64

        
          

        

      

      
         


      

    

     

    
      	
              7.12

            	
              Restrictions

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice of cancellation or prepayment given by the Borrower under this
      Clause 7 shall be irrevocable and, unless a contrary indication
      appears in this Agreement, shall specify the date or dates upon which the
      relevant cancellation or prepayment is to be made and the amount of that
      cancellation or prepayment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      prepayment under this Agreement shall be made together with accrued
      interest on the amount prepaid and, subject to any Break Costs, without
      premium or penalty.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower may not reborrow any part of a Facility which is
      prepaid.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower shall not repay or prepay all or any part of the Loans or cancel
      all or any part of the Commitments except at the times and in the manner
      expressly provided for in this
Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      amount of the Total Commitments cancelled under this Agreement may be
      subsequently reinstated.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      the COFACE Agent receives a notice under this Clause 7 it shall
      promptly forward a copy of that notice to either the Borrower or the
      affected Lender, as appropriate.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Borrower shall promptly notify the COFACE Agent (but in any event no later
      than three (3) Business Days) of any payment pursuant to this
      Clause 7, and the COFACE Agent shall promptly notify the Lenders (but
      in any event no later than five (5) Business Days) of the
      same.

            


    

     

    
      	
              8.

            	
              INTEREST

            


    

     

    
      	
              8.1

            	
              Calculation of
      Interest

            


    

     

    The rate
of interest on each Loan for each Interest Period is the percentage rate
per annum which is the aggregate of the:

     

    
      	
               
      

            	
              (a)

            	
              Applicable
      Margin;

            


    

     

    
      	
               
      

            	
              (b)

            	
              LIBOR;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Mandatory
      Cost, if any.

            


    

     

    
      	
              8.2

            	
              Payment of
      Interest

            


    

     

    The
Borrower shall pay accrued interest on each Loan on the last day of each
Interest Period.

     

    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    
      	
              8.3

            	
              Default
      Interest

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      an Obligor fails to pay any amount payable by it under a Finance Document
      on its due date, interest shall accrue on the overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which, subject to paragraph (b) below, is two per cent. (2%)
      higher than the rate which would have been payable if the overdue amount
      had, during the period of non-payment, constituted a Loan in the currency
      of the overdue amount for successive Interest Periods, each of a duration
      selected by the COFACE Agent (acting reasonably).  Any interest
      accruing under this Clause 8.3 shall be immediately payable by the
      Borrower on demand by the COFACE
Agent.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      any overdue amount consists of all or part of a Loan which became due on a
      day which was not the last day of an Interest Period relating to that
      Loan:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      first Interest Period for that overdue amount shall have a duration equal
      to the unexpired portion of the current Interest Period relating to that
      Loan; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      rate of interest applying to the overdue amount during that first Interest
      Period shall be two per cent. (2%)
      higher than the rate which would have applied if the overdue amount had
      not become due.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Default
      interest (if unpaid) arising on an overdue amount will be compounded with
      the overdue amount at the end of each Interest Period applicable to that
      overdue amount but will remain immediately due and
  payable.

            


    

     

    
      	
              8.4

            	
              Notification of Rates of
      Interest

            


    

     

    The
COFACE Agent shall within two (2) Business Days after a Quotation Day
notify the Lenders and the Borrower of the determination of a rate of interest
under this Agreement.

     

    
      	
              9.

            	
              INTEREST
      PERIODS

            


    

     

    
      	
              9.1

            	
              Interest
      Periods

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Interest Period for which any Loan is outstanding shall be divided into
      successive Interest Periods each of which shall start on the last day of
      the preceding such Interest Period.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      initial Interest Period for each
Loan:

            


    

     

    
      	
               
      

            	
              (i)

            	
              shall
      start on (and include) the Utilisation Date of such Loan and end on (but
      excluding) the last day of such Interest Period.  Each
      subsequent Interest Period in respect of such Loan shall start (and
      include) on the last day of the previous Interest Period and end on (but
      excluding) the last day of the relevant Interest Period provided that, the
      Interest Period occurring prior to the First Repayment Date shall start
      (and include) on the last day of the previous Interest Period and end on
      (but excluding) the First Repayment Date;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              after
      the first Utilisation shall start on (and include) the Utilisation Date of
      the relevant Loan and end on (but excluding) the last day of the current
      Interest Period for the first
Utilisation.

            


    

     

    
      
         


      

      
        66

        
          

        

      

      
         


      

    

     

    
      	
              9.2

            	
              Duration

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      duration of each Interest Period shall, save as otherwise provided in this
      Agreement, be six (6) Months or such other period as the COFACE Agent
      may agree, provided
      that any Interest Period that would otherwise extend beyond a
      Repayment Date relating to any Loan shall be of such duration that it
      shall end on that Repayment Date.  Each following Interest
      Period shall end on the following Repayment
  Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              An
      Interest Period for a Loan shall not extend beyond the Final Maturity
      Date.

            


    

     

    
      	
              9.3

            	
              Non-Business
      Days

            


    

     

    If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).

     

    
      	
              9.4

            	
              Consolidation of
      Loans

            


    

     

    If
two (2) or more Interest Periods:

     

    
      	
               
      

            	
              (a)

            	
              relate
      to Loans; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              end
      on the same date,

            


    

     

    those
Loans will be consolidated into, and treated as, a single Loan on the last day
of the Interest Period.

     

    
      	
              10.

            	
              CHANGES
      TO THE CALCULATION OF INTEREST

            


    

     

    
      	
              10.1

            	
              Absence of
      Quotations

            


    

     

    Subject
to Clause 10.2 (Market
Disruption), if LIBOR is to be determined by reference to the Reference
Banks but a Reference Bank does not supply a quotation by 11:00 a.m.
(London time) on the Quotation Day, the applicable LIBOR shall be determined on
the basis of the quotations of the remaining Reference Banks.

     

    
      	
              10.2

            	
              Market
      Disruption

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      a Market Disruption Event occurs in relation to a Loan for any Interest
      Period, then the rate of interest on each Lender’s share of that Loan for
      the Interest Period shall be the percentage rate per annum which is
      the sum of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Applicable Margin;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      rate notified to the COFACE Agent by that Lender as soon as practicable
      and in any event before interest is due to be paid in respect of that
      Interest Period, to be that which expresses as a percentage rate
      per annum the cost to that Lender of funding its participation in
      that Loan from whatever source it may reasonably select;
    and

            


    

     

    
      
         


      

      
        67

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Mandatory Cost, if any, applicable to that Lender’s participation in the
      Loan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      this Agreement “Market
      Disruption Event” means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              at
      or about noon on the Quotation Day for the relevant Interest Period the
      Screen Rate is not available and none or only one (1) of the
      Reference Banks supplies a rate to the COFACE Agent to determine LIBOR for
      Dollars for the relevant Interest Period;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              before
      close of business in London on the Quotation Day for the relevant Interest
      Period, the COFACE Agent receives notifications from a Lender or Lenders
      (whose participations in a Loan exceed thirty per cent. (30%) of
      that Loan) that the cost to it or them of obtaining matching deposits in
      the London interbank market would be in excess of
  LIBOR.

            


    

     

    
      	
              10.3

            	
              Alternative Basis of Interest
      or Funding

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      a Market Disruption Event occurs and the COFACE Agent or the Borrower so
      requires, the COFACE Agent and the Borrower shall enter into negotiations
      (for a period of not more than thirty (30) days) with a view to
      agreeing a substitute basis for determining the rate of
      interest.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      alternative basis agreed pursuant to paragraph (a) above shall, with
      the prior consent of all the Lenders and the Borrower, be binding on all
      Parties.

            


    

     

    
      	
              10.4

            	
              Break
    Costs

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall, within three (3) Business Days of demand by a Finance
      Party, pay to that Finance Party its Break Costs attributable to all or
      any part of a Loan or Unpaid Sum being paid by the Borrower on a day other
      than the last day of an Interest Period for that Loan or Unpaid
      Sum.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Lender shall, as soon as reasonably practicable after a demand by the
      Agent, provide a certificate confirming the amount of its Break Costs for
      any Interest Period in which they
accrue.

            


    

     

    
      	
              11.

            	
              FEES

            


    

     

    
      	
              11.1

            	
              Commitment
      Fee

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the COFACE Agent (for the account of each Lender) a
      fee computed at the rate of one point fifteen per cent. (1.15%)
      per annum on that Lender’s daily undrawn Available Commitment
      under:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Facility A
      for the Availability Period applicable to Facility A;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Facility B
      for the Availability Period applicable to Facility
  B.

            


    

     

    
      
         


      

      
        68

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      accrued commitment fee is payable:

            


    

     

    
      	
               
      

            	
              (i)

            	
              on
      the last day of each successive period of six (6) Months which ends
      during the Availability Period;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              on
      the last day of the Availability Period;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      cancelled in full, on the cancelled amount of the relevant Lender’s
      Commitment at the time the cancellation is
  effective.

            


    

     

    
      	
              11.2

            	
              Up-front
    Fee

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the COFACE Agent (for the account of each Mandated
      Lead Arranger) an arrangement fee in an amount equal to two point eight
      per cent.
      (2.8%) of the aggregate principal amount of the Total Commitments as at
      the date of this Agreement (the “Up-front
      Fee”).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Up-front Fee shall be due on the date of this Agreement and payable on the
      earlier of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              sixty
      (60) days from the date of this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Financial
      Close.

            


    

     

    
      	
              11.3

            	
              COFACE Agent
      Fees

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the COFACE Agent (for its own account) an annual
      agency fee of fifteen thousand Dollars (US$15,000) (the “COFACE Agent Fee”),
      which must be paid annually in advance in accordance with
      paragraph (b) below.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      first payment of this COFACE Agent Fee is payable at Financial
      Close.  Each subsequent payment is payable on each anniversary
      of the date of this Agreement for as long as any Commitment is in force or
      amount is outstanding under the Finance
  Documents.

            


    

     

    
      	
              11.4

            	
              Security Agent
      Fees

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the Security Agent (for its own account) an annual
      agency fee of thirty thousand Dollars (US$30,000) (the “Security Agent Fee”),
      which must be paid annually in advance in accordance with
      paragraph (b) below.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      first payment of this Security Agent Fee is payable at Financial
      Close.  Each subsequent payment is payable on each anniversary
      of the date of this Agreement for as long as any Commitment is in force or
      amount is outstanding under the Finance
  Documents.

            


    

     

    
      	
              11.5

            	
              Non-Refundable

            


    

     

    Each of
the fees set out in this Clause 11 (Fees) once paid are
non-refundable and non-creditable against other fees payable in connection with
the Project.

     

    
      
         


      

      
        69

        
          

        

      

      
         


      

    

     

    
      	
              12.

            	
              COFACE
      INSURANCE PREMIA

            


    

     

    
      	
              12.1

            	
              Payment by the
      Borrower

            


    

     

    The
Borrower shall bear the cost of the COFACE Insurance Premia payable in respect
of, or in connection with, the COFACE Insurance Policy and shall pay all such
amounts to the COFACE Agent (for the account of COFACE).  The COFACE
Insurance Premia is due and payable in full to the COFACE Agent (for the account
of COFACE) on the Utilisation Date for the first Utilisation.

     

    
      	
              12.2

            	
              Financing with Proceeds of
      Loans

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to all the other terms and conditions of this Agreement, the COFACE
      Insurance Premia shall be financed from the first Utilisation under the
      Facilities.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Loans
      made under a Facility on account of the COFACE Insurance Premia shall be
      included in the principal amount of a Facility and repaid to the COFACE
      Agent in accordance with the relevant provisions in this Agreement and the
      Borrower shall pay interest on such amount at the rates determined under,
      and in accordance with, Clause 8 (Interest) and repay
      such amount together with all other principal as stated in Clause 6.1
      (Repayment).

            


    

     

    
      	
              12.3

            	
              Borrower’s Payment
      Obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower acknowledges that the obligation to pay one hundred per cent. (100%)
      of the COFACE Insurance Premia as and when it arises is absolute and
      unconditional.  If the COFACE Insurance Premia due and payable
      is not financed or paid out of any Loans under this Agreement or in the
      event that the undrawn amount under a Facility is not sufficient to
      finance one hundred per cent. (100%)
      of the COFACE Insurance Premia due to COFACE under the COFACE Insurance
      Policy, the Borrower shall pay directly to the COFACE Agent the amount of
      any such COFACE Insurance Premia not so financed or
  paid.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to Clause 12.3(c) below, as of the date of this Agreement the premia
      due to COFACE shall be calculated at a rate estimated to be six point
      sixty eight per cent. (6.68%),
      and in an estimated amount being the aggregate
  of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              thirty
      five million two hundred seventy two thousand two hundred and seventy six
      Dollars (US$35,272,276) in respect of Facility A;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              one
      million four hundred and forty two thousand eight hundred and eighty
      Dollars (US$1,442,880) in respect of Facility
B.

            


    

     

    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      COFACE Agent will only be notified of the actual amount of the COFACE
      Insurance Premia on the date of final issuance of each COFACE Insurance
      Policy.  Following receipt of each COFACE Insurance Policy, the
      COFACE Agent shall promptly notify the Borrower of the actual amount of
      the COFACE Insurance Premia.  If the actual amount of the COFACE
      Insurance Premia is greater than the estimated amount set out in
      paragraph (b) above, the Borrower shall be obliged to make payment of
      the actual amount of the COFACE Insurance Premia.  Accordingly,
      the estimated amount provided in Clauses 3.1(c) (Payment of the COFACE
      Insurance Premia) and 3.2(b) (Payment of the COFACE
      Insurance Premia) shall be automatically increased or reduced by
      the amounts required to ensure the payment of the premiums after
      adjustment by COFACE, which would result in an increase or reduction by a
      corresponding amount in the Total Commitments subject to available
      Commitments).  The Borrower acknowledges that the obligation to
      pay the COFACE Insurance premia related to this Agreement is absolute and
      unconditional.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      the above a minimum premium being, as of the date of this Agreement, in an
      amount equal to the Dollar equivalent of one thousand five hundred and
      fifteen Euros (€1,515) shall be paid to COFACE by the Borrower in respect
      of each COFACE Insurance Policy upon the execution of the relevant COFACE
      Insurance Policy.  Such amounts shall remain the property of
      COFACE and are accordingly payable by the Borrower to COFACE in any
      event.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Subject
      to paragraph (f) below, the Borrower shall not be entitled to claim
      any credit or reimbursement of the COFACE Insurance Premia, including in
      the event of a cancellation, an acceleration or a prepayment of any Loan
      under this Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Notwithstanding
      paragraph (e) above and subject to paragraph (g)
      below:

            


    

     

    
      	
               
      

            	
              (i)

            	
              with
      respect to any partial cancellation of any undisbursed amount of a
      Facility; and/or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              immediately
      following the end of the Availability Period, where an Available
      Commitment remains outstanding,

            


    

     

    the
Borrower shall be entitled to submit a request to the COFACE Agent for
reimbursement of any proportionate amount of the COFACE Insurance Premia, in an
amount up to one hundred per cent. (100%) of the
total amount of the COFACE Insurance Premia, which relates to such cancelled
amount of any undisbursed portion of a Facility and/or outstanding Available
Commitment referred to in paragraphs (i) and (ii) above, as the case may
be, in each case such amount to be subject to the approval of the COFACE
Agent.

     

    
      	
               
      

            	
              (g)

            	
              No
      reimbursement of the COFACE Insurance premia shall be made by the COFACE
      Agent if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      Default shall have occurred and be continuing;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      COFACE Agent has not received funds from COFACE in an amount equal to the
      COFACE Insurance Premia to be
reimbursed.

            


    

     

    
      
         


      

      
        71

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              TAX
      GROSS-UP AND INDEMNITIES

            


    

     

    
      	
              13.1

            	
              Tax
    Gross-up

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall make all payments to be made by it without any Tax
      Deduction, unless a Tax Deduction is required by
  law.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall, promptly upon becoming aware that it must make a Tax
      Deduction (or that there is any change in the rate or the basis of a Tax
      Deduction) notify the COFACE Agent accordingly.  Similarly, a
      Lender shall notify the COFACE Agent on becoming so aware in respect of a
      payment payable to that Lender.  If the COFACE Agent receives
      such notification from a Lender it shall notify the
    Borrower.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      a Tax Deduction is required by law to be made by the Borrower, the amount
      of the payment due from the Borrower shall be increased to an amount which
      (after making any Tax Deduction) leaves an amount equal to the payment
      which would have been due if no Tax Deduction had been
      required.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      the Borrower is required to make a Tax Deduction, it shall make that Tax
      Deduction and any payment required in connection with that Tax Deduction
      within the time allowed and in the minimum amount required by
      law.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Within
      thirty (30) days of making either a Tax Deduction or any payment
      required in connection with that Tax Deduction, the Borrower making that
      Tax Deduction shall deliver to the COFACE Agent for the Finance Party
      entitled to the payment evidence reasonably satisfactory to that Finance
      Party that the Tax Deduction has been made or (as applicable) any
      appropriate payment paid to the relevant taxing
  authority.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Borrower is not required to make an increased payment to a Lender under
      paragraph (c) above for a Tax Deduction in respect of Tax from a
      payment of interest on any Loan, if on the date on which the payment falls
      due:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      payment could have been made to the relevant Lender without a Tax
      Deduction if it was a Qualifying Lender, but on that date that Lender is
      not, or has ceased to be, a Qualifying Lender other than as a result of
      any change after the date it became a Lender under this
      Agreement:

            


    

     

    
      	
               
      

            	
              (A)

            	
              in
      (or in the interpretation, administration, or application of) any law or
      double taxation agreement, or any published practice or concession of any
      relevant authority; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the circumstance of the Borrower;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Borrower is able to demonstrate that the payment could have been made to
      the Lender without the Tax Deduction had that Lender complied with its
      obligations under paragraph (g)
below.

            


    

     

    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (g)

            	
              Each
      Lender agrees to use reasonable efforts (consistent with legal and
      regulatory restrictions and subject to overall policy considerations of
      such Lender) to file any Withholding Forms as requested by the Borrower
      that may be necessary to establish an exemption from withholding of
      U.S. federal income taxes.

            


    

     

    
      	
              13.2

            	
              Tax
      Indemnity

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall (within three (3) Business Days of demand by the
      COFACE Agent) pay to a Protected Party an amount equal to the loss,
      liability or cost which that Protected Party determines will be or has
      been (directly or indirectly) suffered for or on account of Tax by that
      Protected Party in respect of a Finance
  Document.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Paragraph (a)
      above shall not apply with respect to any Tax assessed on a Finance
      Party:

            


    

     

    
      	
               
      

            	
              (i)

            	
              under
      the law of the jurisdiction in which that Finance Party is incorporated
      or, if different, the jurisdiction (or jurisdictions) in which that
      Finance Party is treated as resident for tax purposes;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              under
      the law of the jurisdiction in which that Finance Party’s Facility Office
      is located in respect of amounts received or receivable in that
      jurisdiction,

            


    

     

    if that
Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party or to the extent a loss, liability or cost:

     

    
      	
               
      

            	
              (A)

            	
              is
      compensated for by an increased payment under Clause 13.1 (Tax Gross-up);
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              would
      have been compensated for by an increased payment under Clause 13.1
      (Tax Gross-up)
      but was not so compensated solely because one of the exclusions in
      paragraph (f) of Clause 13.1 (Tax Gross-up)
      applied.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      Protected Party making, or intending to make a claim under
      paragraph (a) above shall promptly notify the COFACE Agent of the
      event which will give, or has given, rise to the claim, following which
      the COFACE Agent shall notify the
Borrower.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      Protected Party shall, on receiving a payment from the Borrower under this
      Clause 13.2, notify the COFACE
Agent.

            


    

     

    
      	
              13.3

            	
              Tax
    Credit

            


    

     

    If the
Borrower makes a Tax Payment and the relevant Finance Party determines
that:

     

    
      	
               
      

            	
              (a)

            	
              a
      Tax Credit is attributable either to an increased payment of which that
      Tax Payment forms part, or to that Tax Payment;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              that
      Finance Party has obtained, utilised and retained that Tax
      Credit,

            


    

     

    
      
         


      

      
        73

        
          

        

      

      
         


      

    

     

    the
Finance Party shall pay an amount to the Borrower which that Finance Party
determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the
Borrower provided
that,

     

    
      	
               
      

            	
              (i)

            	
              any
      Finance Party may determine, in its sole discretion consistent with the
      policies of such Finance Party, whether to seek a Tax
    Credit;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      such Tax Credit is subsequently disallowed or reduced, the Borrower shall
      indemnify the Finance Party for such amount;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              nothing
      in this Clause 13.3 shall require a Finance Party to disclose any
      confidential information to the Borrower (including, without limitation,
      its tax returns or its
calculations).

            


    

     

    
      	
              13.4

            	
              Stamp
    Taxes

            


    

     

    The
Borrower shall pay and, within three (3) Business Days of demand, indemnify
each Finance Party against any cost, loss or liability that Finance Party incurs
in relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document.

     

    
      	
              13.5

            	
              Value Added
      Tax

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      amounts set out, or expressed to be payable under a Finance Document by
      any Party to a Finance Party which (in whole or in part) constitute the
      consideration for VAT purposes shall be deemed to be exclusive of any VAT
      which is chargeable on such supply, and accordingly, subject to
      paragraph (b) below, if VAT is chargeable on any supply made by any
      Finance Party to any Party under a Finance Document, that Party shall pay
      to the Finance Party (in addition to and at the same time as paying the
      consideration) an amount equal to the amount of the VAT (and such Finance
      Party shall promptly provide an appropriate VAT invoice to such
      Party).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Where
      any Party is required by any of the Finance Documents to reimburse a
      Finance Party in respect of any costs or expenses, that Party shall also
      at the same time pay and indemnify the Finance Party against all VAT
      incurred by the Finance Party in respect of the costs or expenses to the
      extent that the Finance Party reasonably determines that neither it nor
      any other member of the group of which it is a member for VAT purposes is
      entitled to credit or repayment from the relevant tax authority in respect
      of the VAT.

            


    

     

    
      
         


      

      
        74

        
          

        

      

      
         


      

    

     

    
      	
              14.

            	
              INCREASED
      COSTS

            


    

     

    
      	
              14.1

            	
              Increased
      Costs

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Clause 14.3 (Exceptions) the
      Borrower shall, within five (5) Business Days of a demand by the
      COFACE Agent, pay for the account of a Finance Party the amount of any
      Increased Costs incurred by that Finance Party or any of its Affiliates as
      a result of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              compliance
      with any law or regulation made after the date of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      this Agreement “Increased
      Costs” means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      reduction in the rate of return from a Facility or on a Finance Party’s
      (or its Affiliate’s) overall
capital;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      additional or increased cost; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      reduction of any amount due and payable under any Finance
      Document,

            


    

     

    which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Commitment
or funding or performing its obligations under any Finance
Document.

     

    
      	
              14.2

            	
              Increased Cost
      Claims

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      Finance Party intending to make a claim pursuant to Clause 14.1
      (Increased Costs)
      shall notify the COFACE Agent of the event giving rise to the claim,
      following which the COFACE Agent shall promptly notify the
      Borrower.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Finance Party shall, as soon as practicable after a demand by the COFACE
      Agent, provide a certificate confirming the amount of its Increased
      Costs.

            


    

     

    
      	
              14.3

            	
              Exceptions

            


    

     

    Clause 14.1
(Increased Costs) does
not apply to the extent any Increased Cost is:

     

    
      	
               
      

            	
              (a)

            	
              attributable
      to a Tax Deduction required by law to be made by the
    Borrower;

            


    

     

    
      	
               
      

            	
              (b)

            	
              compensated
      for by Clause 13.2 (Tax Indemnity) (or would have
      been compensated for under Clause 13.2 (Tax Indemnity) but was
      not so compensated solely because any of the exclusions in
      paragraph (b) of Clause 13.2 (Tax Indemnity)
      applied);

            


    

     

    
      	
               
      

            	
              (c)

            	
              compensated
      for by the payment of the Mandatory Cost;
or

            


    

     

    
      
         


      

      
        75

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              attributable
      to the wilful breach by the relevant Finance Party or its Affiliates of
      any law or regulation.

            


    

     

    
      	
              15.

            	
              OTHER
      INDEMNITIES

            


    

     

    
      	
              15.1

            	
              Currency
      Indemnity

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      any sum due from an Obligor under the Finance Documents (a “Sum”), or any order,
      judgment or award given or made in relation to a Sum, has to be converted
      from the currency (the “First Currency”) in
      which that Sum is payable into another currency (the “Second Currency”) for
      the purpose of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              making
      or filing a claim or proof against an
Obligor;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,

            


    

     

    the
Borrower shall as an independent obligation, within three (3) Business Days
of demand, indemnify each Finance Party to whom that Sum is due against any
cost, loss or liability arising out of or as a result of the conversion
including any discrepancy between:

     

    
      	
               
      

            	
              (A)

            	
              the
      rate of exchange used to convert that Sum from the First Currency into the
      Second Currency; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      rate or rates of exchange available to that person at the time of its
      receipt of that Sum.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower waives any right it may have in any jurisdiction to pay any
      amount under the Finance Documents in a currency or currency unit other
      than that in which it is expressed to be
  payable.

            


    

     

    
      	
              15.2

            	
              Other
      Indemnities

            


    

     

    The
Borrower shall, within five (5) Business Days of demand, indemnify each
Finance Party (and its Affiliates) against any cost, loss or liability incurred
by that Finance Party (or Affiliate) as a result of:

     

    
      	
               
      

            	
              (a)

            	
              the
      occurrence of any Event of Default;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      failure by the Borrower to pay any amount due under a Finance Document on
      its due date, including without limitation, any cost, loss or liability
      arising as a result of Clause 30 (Sharing among the Finance
      Parties);

            


    

     

    
      	
               
      

            	
              (c)

            	
              funding,
      or making arrangements to fund, its participation in a Loan requested by
      the Borrower in a Utilisation Request but not made by reason of the
      operation of any one or more of the provisions of this Agreement (other
      than by reason of default or negligence by that Lender
    alone);

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      Loan (or part of a Loan) not being prepaid in accordance with a notice of
      prepayment given by the Borrower;
or

            


    

     

    
      
         


      

      
        76

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              the
      breach by the Borrower or any member of the Group of any applicable
      Environmental Laws or Environmental Permits.  Any Affiliate of a
      Finance Party may rely on this Clause
15.2(e).

            


    

     

    
      	
              15.3

            	
              Indemnity to the COFACE
      Agent

            


    

     

    The
Borrower shall promptly indemnify the COFACE Agent against any cost, loss or
liability incurred by the COFACE Agent (acting reasonably) as a result
of:

     

    
      	
               
      

            	
              (a)

            	
              investigating
      any event which it reasonably believes is a Default;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              acting
      or relying on any notice, request or instruction which it reasonably
      believes to be genuine, correct and appropriately
    authorised.

            


    

     

    
      	
              15.4

            	
              Indemnity to the Security
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall promptly indemnify the Security Agent against any cost,
      loss or liability incurred by the Security Agent as a result
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      protection or enforcement of a Lien expressed to be created under a
      Security Document; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      exercise of any of the rights, powers, discretions and remedies vested in
      it by the Finance Documents or by
law.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Security Agent may, in priority to any payment to other Finance Parties,
      indemnify itself out of the assets subject to a Lien expressed to be
      created under the Security Documents in respect of, and pay and retain,
      all sums necessary to give effect to the indemnity in this
      Clause 15.4.

            


    

     

    
      	
              16.

            	
              MITIGATION
      BY THE LENDERS

            


    

     

    
      	
              16.1

            	
              Mitigation

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Finance Party shall, in consultation with the Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under or pursuant to, or cancelled
      pursuant to, any of Clause 7.1 (Illegality),
      Clause 13 (Tax
      gross-up and indemnities), Clause 14 (Increased costs) or
      paragraph 3 of Schedule 4 (Mandatory Cost Formula)
      including (but not limited to) transferring its rights and obligations
      under the Finance Documents to another Affiliate or Facility
      Office.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Paragraph (a)
      above does not in any way limit the obligations of the Borrower under the
      Finance Documents.

            


    

     

    
      	
              16.2

            	
              Limitation of
      Liability

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall indemnify each Finance Party for all costs and expenses
      reasonably incurred by that Finance Party as a result of steps taken by it
      under Clause 16.1 (Mitigation).

            


    

     

    
      
         


      

      
        77

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              A
      Finance Party is not obliged to take any steps under Clause 16.1
      (Mitigation) if,
      in the opinion of that Finance Party (acting reasonably), to do so might
      be prejudicial to it.

            


    

     

    
      	
              17.

            	
              COSTS
      AND EXPENSES

            


    

     

    
      	
              17.1

            	
              Transaction
      Expenses

            


    

     

    The
Borrower shall promptly on demand pay the COFACE Agent, the Security Agent and
each Mandated Lead Arranger the amount of all costs and expenses (including
legal fees) reasonably incurred by any of them in connection with the
negotiation, preparation, printing, execution and syndication of:

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement and any other documents referred to in this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other Finance Documents executed after the date of this
      Agreement.

            


    

     

    
      	
              17.2

            	
              Amendment
      Costs

            


    

     

    If:

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower requests an amendment, waiver or consent;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      amendment is required pursuant to Clause 31.10 (Change of
      Currency),

            


    

     

    the
Borrower shall, within three (3) Business Days of demand, reimburse the
COFACE Agent and the Security Agent for the amount of all costs and expenses
(including legal fees) incurred by the COFACE Agent and the Security Agent in
responding to, evaluating, negotiating or complying with that request or
requirement.

     

    
      	
              17.3

            	
              Enforcement
      Costs

            


    

     

    The
Borrower shall, within three (3) Business Days of demand, pay to each
Finance Party the amount of all costs and expenses (including legal fees)
incurred by that Finance Party in connection with the enforcement of, or the
preservation of any rights under, any Finance Document.

     

    
      	
              17.4

            	
              Security Agent
      Expenses

            


    

     

    The
Borrower shall, within three (3) Business Days of demand, pay to the
Security Agent the amount of all costs and expenses (including legal fees)
incurred by it in connection with the release of any Lien created pursuant to
any Security Document.

     

    
      	
              18.

            	
              REPRESENTATIONS

            


    

     

    Subject
to the disclosures made by the Borrower set out in Schedule 24 (Disclosures), the Borrower
makes the representations and warranties set out in this Clause 18 (Representations) to each
Finance Party on the date of this Agreement.


    
      
         


      

      
        78

        
          

        

      

      
         


      

    

     

    
      
        	
                18.1

              	
                Status

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              It
      is a corporation, duly incorporated and validly existing (and to the
      extent applicable, in good standing) under the law of its jurisdiction of
      incorporation.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      and each of its Subsidiaries has the power to own its assets and carry on
      its business as it is being
conducted.

            


    

     

    
      
        	
                18.2

              	
                Binding
      Obligations

              


      

    

     

    Subject
to the Reservations:

     

    
      	
               
      

            	
              (a)

            	
              the
      obligations expressed to be assumed by it in each Transaction Document to
      which it is a party are legal, valid, binding and enforceable obligations;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              (without
      limiting the generality of paragraph (a) above), each Security
      Document to which it is a party creates the security interests which that
      Security Document purports to create and those security interests are
      valid and effective.

            


    

     

    
      
        	
                18.3

              	
                Non-Conflict with other
      Obligations

              


      

    

     

    The entry
into and performance by it of, and the transactions contemplated by, the
Transaction Documents and the granting of the security interests contemplated by
the Security Documents do not and will not conflict with:

     

    
      	
               
      

            	
              (a)

            	
              any
      Applicable Law;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      constitutional documents of any member of the Group;
  or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      agreement or instrument binding upon it or any member of the Group or any
      of its, or any member of the Group’s, assets or constitute a default or
      termination event (however described) under any such agreement or
      instrument, where such conflict would have or is reasonably likely to have
      a Material Adverse Effect.

            


    

     

    
      
        	
                18.4

              	
                Power and
      Authority

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              It
      has the power to enter into, perform and deliver, and has taken all
      necessary action to authorise its entry into, performance and delivery of,
      the Transaction Documents to which it is or will be a party and the
      transactions contemplated by those Transaction
  Documents.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      limit on its powers will be exceeded as a result of the borrowing, grant
      of security or giving of guarantees or indemnities contemplated by the
      Transaction Documents to which it is a
party.

            


    

     

    
      
        	
                18.5

              	
                No Proceedings Pending or
      Threatened

              


      

    

     

    No
litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency which is not frivolous, vexatious or otherwise an abuse
of court process, and which, if adversely determined, could reasonably have a
Material Adverse Effect (to the best of its knowledge and belief) have been
started against it or any of its Subsidiaries.

     

    
      
         


      

      
        79

        
          

        

      

      
         


      

    

     

    
      
        	
                18.6

              	
                Authorisations

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Borrower and its Subsidiaries has all material Authorisations
      required:

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      enable it lawfully to enter into, exercise its rights and comply with its
      obligations in the Transaction Documents to which it is a party;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      make the Transaction Documents to which it is a party admissible in
      evidence in its jurisdiction of
incorporation,

            


    

     

    have been
obtained or effected and are in full force and effect.

     

    
      	
               
      

            	
              (b)

            	
              Each
      of the Borrower and its
Subsidiaries:

            


    

     

    
      	
               
      

            	
              (i)

            	
              has
      all Authorisations required for it to conduct its business as currently
      conducted, each of which is in full force and effect, is final and not
      subject to review on appeal and is not the subject of any pending or, to
      the best of its knowledge, threatened attack by direct or collateral
      proceeding;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              is
      in compliance with each Authorisation applicable to it and in compliance
      with all other Applicable Laws relating to it or any of its respective
      properties; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              has
      filed in a timely manner all material reports, documents and other
      materials required to be filed by it under all Applicable Laws with any
      Governmental Authority and has retained all material records and documents
      required to be retained by it under Applicable
  Law,

            


    

     

    except in
each case where the failure to have done so, comply or file could not reasonably
be expected to have a Material Adverse Effect.

     

    
      
        	
                18.7

              	
                Intellectual Property
      Matters

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Borrower and its Subsidiaries owns or possesses rights to use all
      material franchises, licences, copyrights, copyright applications,
      patents, patent rights or licences, patent applications, trademarks,
      trademark rights, service marks, service mark rights, trade names, trade
      name rights, copyrights and other rights with respect to the foregoing
      which are reasonably necessary to conduct its business as currently
      conducted (the “Intellectual
      Property”).

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      event has occurred which permits, or after notice or lapse of time or both
      would permit, the revocation or termination of any such material rights,
      and, to the Borrower’s knowledge, neither the Borrower nor any Subsidiary
      thereof is liable to any person for infringement under Applicable Law with
      respect to any such rights as a result of its business operations except
      as could not reasonably be expected to have a Material Adverse
      Effect.

            


    

     

    
      
         


      

      
        80

        
          

        

      

      
         


      

    

     

    
      
        	
                18.8

              	
                Environmental
      Matters

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      properties owned, leased or operated by the Borrower and its Subsidiaries
      now or in the past do not contain, and to their knowledge have not
      previously contained, any Hazardous Materials in amounts or concentrations
      which:

            


    

     

    
      	
               
      

            	
              (i)

            	
              constitute
      or constituted an unremediated violation of applicable Environmental Laws
      and Environmental Permits; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              could
      give rise to a material liability under applicable Environmental Laws and
      Environmental Permits.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      the knowledge of the Borrower and its Subsidiaries, the Borrower, each of
      its Subsidiaries and such properties and all operations conducted in
      connection therewith are in compliance, and, at all such times when such
      properties have been owned or operated by the Borrower or any of its
      Subsidiaries have been in compliance, with all applicable Environmental
      Laws and Environmental Permits, and there is no contamination at, under or
      about such properties or such operations which could interfere with the
      continued operation of such properties or materially impair the fair
      saleable value thereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Neither
      the Borrower nor any Subsidiary thereof has received any notice of
      violation, alleged violation, non-compliance, liability or potential
      liability regarding environmental matters, Hazardous Materials, or
      compliance with Environmental Laws and Environmental Permits, nor does the
      Borrower or any Subsidiary thereof have knowledge or reason to believe
      that any such notice will be received or is being
    threatened.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      the knowledge of the Borrower and its Subsidiaries, Hazardous Materials
      have not been transported or disposed of to or from the properties owned,
      leased or operated by the Borrower and its Subsidiaries in violation of,
      or in a manner or to a location which could give rise to material
      liability under, Environmental Laws and Environmental Permits, nor have
      any Hazardous Materials been generated, treated, stored or disposed of at,
      on or under any of such properties in violation of, or in a manner that
      could give rise to material liability under, any applicable Environmental
      Laws.

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      judicial proceedings or governmental or administrative action is pending
      or, to the knowledge of the Borrower, threatened under any Environmental
      Law or Environmental Permits to which the Borrower or any Subsidiary
      thereof is or will be named as a potentially responsible party, nor are
      there any consent decrees or other decrees, consent orders, administrative
      orders or other orders, or other administrative or judicial requirements
      outstanding under any Environmental Law with respect to the Borrower, any
      Subsidiary or properties owned, leased or operated by the Borrower or any
      Subsidiary, now or in the past, that could reasonably be expected to have
      a Material Adverse Effect.

            


    

     

    
      	
               
      

            	
              (f)

            	
              There
      has been no release, nor to the best of the Borrower’s knowledge, threat
      of release, of Hazardous Materials at or from properties owned, leased or
      operated by the Borrower or any Subsidiary, now or in the past, in
      violation of or in amounts or in a manner that could give rise to
      liability under Environmental Laws or Environmental Permits that could
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    
      
         


      

      
        81

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (g)

            	
              There
      are no facts, circumstances or conditions relating to the past or present
      business or operations of the Borrower or any Subsidiary, including the
      disposal of any wastes, Hazardous Material or other materials, or to the
      past or present ownership or use of any real property by the Borrower or
      any Subsidiary, that could reasonably be expected to give rise to an
      Environmental Claim against or to liability (other than in an immaterial
      respect) of any Borrower or any Subsidiary under any Environmental Laws or
      Environmental Permits.

            


    

     

    
      
        	
                18.9

              	
                ERISA

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              As
      of the date of this Agreement, neither an Obligor nor any ERISA Affiliate
      maintains or contributes to, or has any obligation under, any Employee
      Benefit Plans other than those identified in Schedule 9 (ERISA
      Plans).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Employee Benefit Plan is in compliance in form and operation with its
      terms and with ERISA and the Code (including Code provisions compliance
      with which is necessary for any intended favourable tax treatment) and all
      other Applicable laws, except where any failure to comply would not,
      individually or in the aggregate, reasonably be expected to result in any
      material liability of any Obligor or ERISA
  Affiliate.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Employee Benefit Plan that is intended to be qualified under
      Section 401(a) of the Code has been determined by the Internal
      Revenue Service to be so qualified, and each trust related to such plan
      has been determined by the Inland Revenue Service to be exempt under
      Section 501(a) of the Code, taking into account all applicable tax
      law changes (or has been submitted, or is within the remedial amendment
      period for submitting, an application for such a determination from the
      Internal Revenue Service), and nothing has occurred since the date of each
      such determination that would reasonably be expected to adversely affect
      such determination (or, in the case of a Employee Benefit Plan with no
      determination, nothing has occurred that would materially adversely affect
      the issuance of a favourable determination by the Internal Revenue Service
      or otherwise materially adversely affect such
    qualification).

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      liability has been incurred by any Obligor or any ERISA Affiliate which
      remains unsatisfied for any taxes or penalties with respect to any
      Employee Benefit Plan or any Multiemployer Plan except for a liability
      that would not, individually or in the aggregate, reasonably be expected
      to result in a material liability of such Obligor or ERISA
      Affiliate.

            


    

     

    
      
         


      

      
        82

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              Except
      where the failure of any of the following representations to be correct in
      all material respects would not, individually or in the aggregate,
      reasonably be expected to result in a material liability of any Obligor or
      any ERISA Affiliate, no Obligor or any ERISA Affiliate
  has:

            


    

     

    
      	
               
      

            	
              (i)

            	
              engaged
      in a non-exempt prohibited transaction described in Section 406 of
      ERISA or Section 4975 of the
Code;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              incurred
      any liability to the PBGC which remains outstanding, or reasonably expects
      to incur any such liability other than the payment of premiums and there
      are no premium payments which are within the applicable time limits
      prescribed by Applicable Law, due and
unpaid;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              failed
      to make a required contribution or payment to a Multiemployer Plan within
      the applicable time limits prescribed by Applicable Law;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              failed
      to make a required instalment or other required payment under
      Section 412 of the Code or Section 302 of
  ERISA.

            


    

     

    
      	
               
      

            	
              (f)

            	
              No
      ERISA Termination Event, which individually or in the aggregate would
      reasonably be expected to result in a material liability of any Obligor or
      ERISA Affiliate has occurred or is reasonably expected to
      occur.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Except
      where the failure of any of the following representations to be correct in
      all material respects would not, individually or in the aggregate,
      reasonably be expected to result in a material liability of any Obligor or
      any ERISA Affiliate, no proceeding, claim (other than a benefits claim in
      the ordinary course), lawsuit and/or investigation is existing or, to the
      best knowledge of the Borrower after due inquiry, threatened concerning or
      involving any:

            


    

     

    
      	
               
      

            	
              (i)

            	
              employee
      welfare benefit plan (as defined in Section 3(1) of ERISA) currently
      maintained or contributed to any Obligor or any ERISA
      Affiliate;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Pension
      Plan; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Multiemployer
      Plan.

            


    

     

    
      	
               
      

            	
              (h)

            	
              There
      exists no Unfunded Pension Liability with respect to any Pension Plan,
      except for any such Unfunded Pension Liability that individually or
      together with any other positive Unfunded Pension Liabilities with respect
      to any Pension Plans, is not reasonably expected to result in a material
      liability of any Obligor or ERISA
Affiliate.

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      each Obligor and each ERISA Affiliate were to withdraw in a complete
      withdrawal from all Multiemployer Plans as of the date this assurance is
      given or deemed given, the aggregate withdrawal liability that would be
      incurred would not reasonably be expected to result in a material
      liability of any Obligor or ERISA
Affiliate.

            


    

     

    
      
         


      

      
        83

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (j)

            	
              No
      Pension Plan which is subject to Section 412 of the Code or
      Section 302 of ERISA has applied for or received an extension of any
      amortization period, within the meaning of Section 412 of the Code or
      Section 303 or 304 of ERISA.  No Obligor or ERISA Affiliate
      has ceased operations at a facility so as to become subject to the
      provisions of Section 4068(a) of ERISA, withdrawn as a substantial
      employer so as to become subject to the provisions of Section 4063 of
      ERISA or ceased making contributions to any Pension Plan subject to
      Section 4064(a) of ERISA to which it made
      contributions.  No Lien imposed under the Code or ERISA on the
      assets of any Obligor or any ERISA Affiliate exists or is likely to arise
      on account of any Pension Plan.  No Obligor or ERISA Affiliate
      has any liability under Section 4069 or 4212(c) of
    ERISA.

            


    

     

    
      	
              18.10

            	
              Margin
    Stock

            


    

     

    
      	
               
      

            	
              (a)

            	
              Neither
      the Borrower nor any Subsidiary of it is engaged principally or as one of
      its activities in the business of extending credit for the purpose of
      “purchasing” or
      “carrying” any
      “margin stock”
      (as each such term is defined or used, directly or indirectly, in
      Regulation U of the Board of Governors of the Federal Reserve
      System).

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      part of the proceeds of the Loans will be used for purchasing or carrying
      margin stock or for any purpose which violates, or which would be
      inconsistent with, the provisions of Regulation T, U or X of such Board of
      Governors.

            


    

     

    
      	
              18.11

            	
              Government
      Regulation

            


    

     

    Neither
the Borrower nor any Subsidiary is an “investment company” or a
company “controlled” by
an “investment company”
(as each such term is defined or used in the Investment Company Act of 1940, as
amended) and neither the Borrower nor any Subsidiary is, or after giving effect
to any Utilisation will be, subject to regulation under the Interstate Commerce
Act, as amended, or any other Applicable Law which limits its ability to incur
or consummate the transactions contemplated under this Agreement.

     

    
      	
              18.12

            	
              Material
      Contracts

            


    

     

    
      	
               
      

            	
              (a)

            	
              Schedule
      12 (Material
      Contracts) contains a complete and accurate list of all Material
      Contracts of the Borrower and its Subsidiaries in effect as of the date of
      this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Other
      than as set out in Schedule 12 (Material Contracts),
      each such Material Contract is, and after giving effect to the
      consummation of the transactions contemplated by the Finance Documents
      will be, in full force and effect in accordance with the terms
      thereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower and its Subsidiaries have delivered to the COFACE Agent a true
      and complete copy of each Material Contract required to be listed on
      Schedule 12 (Material
      Contracts) (including all amendments with respect
      thereto).

            


    

     

    
      
         


      

      
        84

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              Neither
      the Borrower nor any Subsidiary (nor, to the knowledge of the Borrower,
      any other party thereto) is in breach of or in default under any Material
      Contract in any material respect.

            


    

     

    
      	
              18.13

            	
              Employee
      Relations

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Borrower and its Subsidiaries has a work force in place adequate to
      conduct its business as currently conducted and is not, as of the date of
      this Agreement, party to any collective bargaining agreement nor has any
      labour union been recognised as the representative of its employees except
      as set out in Schedule 13 (Labour and Collective
      Bargaining Agreements).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower knows of no pending, threatened or contemplated strikes, work
      stoppage or other collective labour disputes involving its employees or
      those of its Subsidiaries that could reasonably be expected to have a
      Material Adverse Effect.

            


    

     

    
      	
              18.14

            	
              Burdensome
      Provisions

            


    

     

    No
Subsidiary is party to any agreement or instrument or otherwise subject to any
restriction or encumbrance that restricts or limits its ability to make dividend
payments or other distributions in respect of its Capital Stock to the Borrower
or any Subsidiary or to transfer any of its assets or properties to the Borrower
or any other Subsidiary in each case other than existing under or by reason of
the Finance Documents or Applicable Law.

     

    
      	
              18.15

            	
              Financial
      Statements

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      audited and unaudited financial statements delivered pursuant to Schedule
      2 (Conditions
      Precedent) are complete and correct and fairly present in all
      material respects on a Consolidated basis the assets, liabilities and
      financial position of the Borrower and its Subsidiaries as at such dates,
      and the results of the operations and changes of financial position for
      the periods that ended (other than the absence of footnotes and customary
      year-end adjustments for unaudited financial
  statements).

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      such financial statements, including the related schedules and notes
      thereto, have been prepared in accordance with
  GAAP.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Such
      financial statements show all material indebtedness and other material
      liabilities, direct or contingent, of the Borrower and its Subsidiaries as
      of the dates thereof, including material liabilities for taxes, material
      commitments, and Financial Indebtedness, in each case, to the extent
      required to be disclosed under
GAAP.

            


    

     

    
      	
              18.16

            	
              No Material Adverse
      Change

            


    

     

    Since 11
May 2009, there has been no material adverse change in the properties, business,
operations, prospects or condition (financial or otherwise) of the Borrower and
its Subsidiaries taken as a whole and no event has occurred or condition arisen
that could reasonably be expected to have a Material Adverse
Effect.

     

    
      
         


      

      
        85

        
          

        

      

      
         


      

    

     

    
      	
              18.17

            	
              Solvency

            


    

     

    As of the
date of this Agreement and after giving effect to each Loan, each Obligor will
be Solvent.

     

    
      	
              18.18

            	
              Titles to
      Properties

            


    

     

    Each of
the Borrower and its Subsidiaries has such title to the real property owned or
leased by it as necessary to the conduct of its business as currently conducted
and valid and legal title to all of its personal property and assets, including,
but not limited to, those reflected on the Consolidated balance sheets of the
Borrower and its Subsidiaries delivered pursuant to Schedule 2 (Conditions Precedent), except
those which have been disposed of by the Borrower or its Subsidiaries subsequent
to the dates of such balance sheets which dispositions have been in the ordinary
course of trading or as otherwise expressly permitted under this
Agreement.

     

    
      	
              18.19

            	
              Insurance

            


    

     

    The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as required by this
Agreement.

     

    
      	
              18.20

            	
              Liens

            


    

     

    From
Financial Close,

     

    
      	
               
      

            	
              (a)

            	
              none
      of the properties and assets of the Borrower or any Subsidiary thereof is
      subject to any Lien, except Permitted Liens;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              neither
      the Borrower nor any Subsidiary thereof has signed any financing statement
      or any security agreement authorising any secured party thereunder to file
      any financing statements, except to perfect Permitted
    Liens.

            


    

     

    
      	
              18.21

            	
              Financial Indebtedness and
      Guarantee Obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              Schedule
      14 (Financial
      Indebtedness and Guarantee Obligations) is a complete and correct
      listing of all Financial Indebtedness and Guarantee Obligations of the
      Borrower and its Subsidiaries as of the date of this Agreement in excess
      of one million Dollars
(US$1,000,000).

            


    

     

    
      	
               
      

            	
              (b)

            	
              As
      of the date of this Agreement, the amount of all Financial Indebtedness
      and Guarantee Obligations of the Borrower and its Subsidiaries (and not
      set out in Schedule 14 (Financial Indebtedness and
      Guarantee Obligations) is no greater than one million Dollars
      (US$1,000,000).

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower and its Subsidiaries have performed and are in compliance with
      all of the material terms of such Financial Indebtedness and Guarantee
      Obligations and all instruments and agreements relating thereto, and no
      default or event of default, or event or condition which with notice or
      lapse of time or both would constitute such a default or event of default
      on the part of the Borrower or any of its Subsidiaries exists with respect
      to any such Financial Indebtedness or Guarantee
    Obligations.

            


    

     

    
      
         


      

      
        86

        
          

        

      

      
         


      

    

     

    
      	
              18.22

            	
              Communication
      Licences

            


    

     

    
      	
               
      

            	
              (a)

            	
              Schedule
      14 (Communication
      Licences) accurately and completely lists, as of the date of this
      Agreement, for the Borrower and each of its Subsidiaries, all Material
      Communications Licences (and the expiration dates thereof) granted or
      assigned to the Borrower or any Subsidiary, including, without limitation
      for:

            


    

     

    
      	
               
      

            	
              (i)

            	
              each
      Satellite owned by the Borrower or any of its Subsidiaries, all space
      station licences or authorisations, including placement on the FCC’s
      “Permitted Space Station
      List” for operation of Satellites with C-band links issued or
      granted by the FCC to the Borrower or any of its Subsidiaries;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      each Earth Station of the Borrower and its
  Subsidiaries.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Communications Licences set out in Schedule 14 (Communication Licences)
      include all material authorisations, licences and permits issued by the
      FCC or any other Governmental Authority that are required or necessary for
      the operation and the conduct of the business of the Borrower and its
      Subsidiaries, as now conducted.  Each Communications Licence is
      expected to be renewed and the Borrower knows of no reason why such
      Communications Licence would not be renewed.  The Borrower and
      its Subsidiaries have filed all material applications with the FCC
      necessary for the Launch and operation of the Borrower’s second-generation
      satellite constellation and the Borrower is not aware of any reason why
      such applications should not be
granted.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Communications Licence set out in Schedule 14 (Communication Licences)
      is issued in the name of the Subsidiary indicated on such
      schedule.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      Material Communications Licence is in full force and
    effect.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Borrower has no knowledge of any condition imposed by the FCC or any other
      Governmental Authority as part of any Communications Licence which is
      neither set forth on the face thereof as issued by the FCC or any other
      Governmental Authority nor contained in the rules and regulations of the
      FCC or any other Governmental Authority applicable generally to
      telecommunications activities of the type, nature, class or location of
      the activities in question.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Each
      applicable location of the Borrower or any of its Subsidiaries has been
      and is being operated in all material respects in accordance with the
      terms and conditions of the Communications Licence applicable to it and
      Applicable Law, including but not limited to the Communications Act and
      the rules and regulations issues
thereunder.

            


    

     

    
      	
               
      

            	
              (g)

            	
              No
      proceedings are pending or, to the Borrower’s knowledge are, threatened
      which may result in the loss, revocation, modification, non-renewal,
      suspension or termination of any Communications Licence, the issuance of
      any cease and desist order or the imposition of any fines, forfeitures or
      other administrative actions by the FCC or any other Governmental
      Authority with respect to any operations of the Borrower and its
      Subsidiaries, which in any case could reasonably be expected to have a
      Material Adverse Effect.

            


    

     

    
      
         


      

      
        87

        
          

        

      

      
         


      

    

     

    
      	
              18.23

            	
              Satellites

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      Satellites are owned by the Borrower or a Subsidiary that is an
      Obligor.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Schedule
      16 (Satellites)
      accurately and completely lists as of the date of this Agreement, the
      flight model number of each of the Satellites owned by the Borrower and
      its Subsidiaries, and for each Satellite whether it is operational
      in-orbit or spare in-orbit.

            


    

     

    
      	
              18.24

            	
              Delay in Construction / Launch
      Slot

            


    

     

    As of the
date of this Agreement, the Borrower is not aware:

     

    
      	
               
      

            	
              (a)

            	
              of
      any delay which has a duration exceeding three (3) Months, to the
      construction and scheduled delivery dates of the Satellites under the
      Satellite Construction Contract (as delivered pursuant to Schedule 2
      (Conditions
      Precedent); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              of
      any event which could reasonably be expected to result in the last Launch
      occurring later than the fourth fiscal quarter of
  2010.

            


    

     

    
      	
              18.25

            	
              Pari Passu
      Ranking

            


    

     

    Each
Obligor’s payment obligations under the Finance Documents rank at least pari passu with the claims of
all its unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.

     

    
      	
              18.26

            	
              OFAC

            


    

     

    
      	
               
      

            	
              (a)

            	
              None
      of the Borrower, any Subsidiary of the Borrower or any Affiliate of the
      Borrower:

            


    

     

    
      	
               
      

            	
              (i)

            	
              is
      a Sanctioned Person;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              has
      more than ten per cent. (10%) of
      its assets in Sanctioned Entities;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              derives
      more than ten per cent. (10%) of
      its operating income from investments in, or transactions with Sanctioned
      Persons or Sanctioned Entities.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      proceeds of any Loan will not be used and have not been used to fund any
      operations in, finance any investments or activities in, or make any
      payments to, a Sanctioned Person or a Sanctioned
  Entity.

            


    

     

    
      	
              18.27

            	
              Governing Law and
      Enforcement

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the Reservations, the choice of governing law of the Finance Documents
      will be recognised and enforced in its jurisdiction of
      incorporation.

            


    

     

    
      
         


      

      
        88

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Subject
      to the Reservations, any judgment obtained in relation to a Finance
      Document in the jurisdiction of the governing law of that Finance Document
      will be recognised and enforced in its jurisdiction of
      incorporation.

            


    

     

    
      	
              18.28

            	
              No Filing or Stamp
      Taxes

            


    

     

    Under:

     

    
      	
               
      

            	
              (a)

            	
              the
      laws of the Borrower’s or any of its Subsidiaries jurisdiction of
      incorporation; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      federal laws of the
United States,

            


    

     

    it is not
necessary that the Finance Documents be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp, registration,
notarial or similar Taxes or fees be paid on or in relation to the Finance
Documents or the transactions contemplated by the Finance Documents other
than:

     

    
      	
               
      

            	
              (i)

            	
              delivery
      of proper financing statements (Form UCC-1 or such other financing
      statements or similar notices as shall be required by Applicable Law)
      fully executed for filing under the UCC or other appropriate filing
      offices of each jurisdiction as may be necessary to perfect a Lien
      purported to be created by a Security Document;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      recording with the United States Patent and Trademark Office and/or
      Copyright Office to perfect the Liens on intellectual property created by
      the Collateral Agreement,

            


    

     

    which
registrations, filings and fees will be made and paid promptly after the date of
the relevant Finance Document.

     

    
      	
              18.29

            	
              Deduction of
      Tax

            


    

     

    It is not
required to make any deduction for or on account of Tax from any payment it may
make under any Finance Document.

     

    
      	
              18.30

            	
              No
    Default

            


    

     

    
      	
               
      

            	
              (a)

            	
              No
      Event of Default and, on the date of this Agreement, no Default is
      continuing or is reasonably likely to result from the making of any Loan
      or the entry into, the performance of, or any transaction contemplated by,
      any Transaction Document.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      other event or circumstance is outstanding which constitutes (or, with the
      expiry of a grace period, the giving of notice, the making of any
      determination or any combination of any of the foregoing, would
      constitute) a default or termination event (however described) under the
      Transaction Documents, which has not been waived by the relevant parties
      hereto.

            


    

     

    
      
         


      

      
        89

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              No
      other event or circumstance is outstanding which constitutes (or, with the
      expiry of a grace period, the giving of notice, the making of any
      determination or any combination of any of the foregoing, would
      constitute) a default or termination event (however described) under any
      other agreement or instrument which is binding on it or any of its
      Subsidiaries or to which its (or any of its Subsidiaries) assets are
      subject which has or is reasonably likely to have a Material Adverse
      Effect.

            


    

     

    
      	
              18.31

            	
              No Misleading
      Information

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      factual information provided in writing by it to the Lenders was true,
      complete and accurate in all material respects to the best of its
      knowledge and belief as at the date it was provided or as at the date (if
      any) at which it is stated.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      financial projections provided by it have been prepared on the basis of
      recent historical information and on the basis of reasonable assumptions
      (in the case of projections made by third parties, to the best of its
      knowledge and belief).

            


    

     

    
      	
               
      

            	
              (c)

            	
              To
      the best of its knowledge and belief, no material information has been
      given or withheld by it that results in any information provided to the
      Lenders by it being incomplete, untrue or misleading in any material
      respect.

            


    

     

    
      	
              18.32

            	
              Group Structure
      Chart

            


    

     

    The Group
Structure Chart set out at Schedule 23 (Group Structure Chart) is
true, complete and accurate in all material respects.

     

    
      	
              18.33

            	
              No
    Immunity

            


    

     

    None of
the members of the Group nor any of its or their assets is entitled to immunity
from suit, execution, attachment or other legal process.

     

    
      	
              18.34

            	
              Tax Returns and
      Payments

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Borrower and its Subsidiaries has timely filed with the appropriate
      taxing authority, all returns, statements, forms and reports for taxes
      (the “Returns”)
      required to be filed by or with respect to the income, properties or
      operations of the Borrower and/or any of its
  Subsidiaries.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Returns accurately reflect in all material respects all liability for
      taxes of the Borrower and its Subsidiaries as a whole for the periods
      covered thereby.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower and each of its Subsidiaries have paid all taxes payable by them
      other than those contested in good faith and adequately disclosed and for
      which adequate reserves have been established in accordance with generally
      accepted accounting principles.

            


    

     

    
      	
               
      

            	
              (d)

            	
              There
      is no action, suit, proceeding, investigation, audit, or claim now pending
      or, to the best knowledge of the Borrower or any of its Subsidiaries,
      threatened by any authority regarding any taxes relating to the Borrower
      or any of its Subsidiaries which, if adversely determined, could
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    
      
         


      

      
        90

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Neither
      the Borrower nor any of its Subsidiaries has entered into an agreement or
      waiver or been requested to enter into an agreement or waiver extending
      any statute of limitations relating to the payment or collection of taxes
      of the Borrower or any of its Subsidiaries, or is aware of any
      circumstances that would cause the taxable years or other taxable periods
      of the Borrower or any of its Subsidiaries not to be subject to the
      normally applicable statute of
limitations.

            


    

     

    
      	
              18.35

            	
              Commercial
      Contracts

            


    

     

    As of the
date of this Agreement, the Borrower has not exercised:

     

    
      	
               
      

            	
              (a)

            	
              the
      option to order from the Supplier up to eighteen (18) additional recurring
      Spacecraft (as such term is defined in the Satellite Construction
      Contract) pursuant to Article 29(B) (Options) of the
      Satellite Construction Contract; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Optional Launches (as such term is defined in the Launch Services
      Contract) pursuant to the Launch Services
  Contract.

            


    

     

    
      	
              18.36

            	
              Repetition

            


    

     

    The
Repeating Representations are made by the Borrower by reference to the facts and
circumstances then existing on:

     

    
      	
               
      

            	
              (a)

            	
              the
      date of each Utilisation Request;

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      Utilisation Date; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      first day of each Interest Period.

            


    

     

    
      	
              19.

            	
              INFORMATION
      UNDERTAKINGS

            


    

     

    The
undertakings in this Clause 19 (Information Undertakings)
remain in force from the date of this Agreement for so long as any amount is
outstanding under the Finance Documents or any Commitment is in
force.  The Borrower will furnish, or cause to be furnished, to the
COFACE Agent the information required by this Clause 19 (Information Undertakings) in
sufficient copies for all the Lenders.

     

    
      	
              19.1

            	
              Quarterly Financial
      Statements

            


    

     

    As soon
as practicable and in any event within forty five (45) days after the end
of each of the first three (3) fiscal quarters of each Fiscal Year (and in
the case of paragraph (e) only, after the end of each fiscal quarter of
each Fiscal Year) (or, if the date of any required public filing is earlier, no
later than the date that is the fifth Business Day immediately following the
date of any required public filing thereof after giving effect to any extensions
granted with respect to such date):

     

    
      	
               
      

            	
              (a)

            	
              Form 10-Q;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      unaudited Consolidated balance sheet of the Borrower and its Subsidiaries
      as of the close of such fiscal
quarter;

            


    

     

    
      
         


      

      
        91

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              the
      notes (if any) relating to any of the financial statements delivered under
      this Clause 19.1;

            


    

     

    
      	
               
      

            	
              (d)

            	
              unaudited
      Consolidated statements of income, retained earnings and cash
      flows;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      report with respect to the Borrower’s key performance indicators in
      substantially the same form as Schedule 19 (Key Performance
      Indicators); and

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      report containing management’s discussion and analysis of such financial
      statements for the fiscal quarter then ended and that portion of the
      Fiscal Year then ended,

            


    

     

    all in
reasonable detail setting forth in comparative form the corresponding figures as
of the end of and for the corresponding period in the preceding Fiscal Year and
prepared by the Borrower in accordance with GAAP and, if applicable, containing
disclosure of the effect on the financial position or results of operations of
any change in the application of accounting principles and practices during the
period, and certified by the chief financial officer of the Borrower to present
fairly in all material respects the financial condition of the Borrower and its
Subsidiaries on a Consolidated basis as of their respective dates and the
results of operations of the Borrower and its Subsidiaries for the respective
periods then ended, subject to normal year end adjustments.

     

    
      	
              19.2

            	
              Annual Financial
      Statements

            


    

     

    
      	
               
      

            	
              (a)

            	
              As
      soon as practicable and in any event within ninety (90) days after
      the end of each Fiscal Year (or, if the date of any required public filing
      is earlier, the date that is no later than the fifth Business Day
      immediately following the date of any required public filing thereof after
      giving effect to any extensions granted with respect to such
      date):

            


    

     

    
      	
               
      

            	
              (i)

            	
              Form 10-K;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      audited Consolidated balance sheet of the Borrower and its Subsidiaries as
      of the close of such Fiscal Year;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      notes (if any) relating to any of the financial statements delivered under
      this Clause 19.2;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              audited
      Consolidated statements of income, retained earnings and cash flows;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      report containing management’s discussion and analysis of such financial
      statements for the Fiscal Year then
ended,

            


    

     

    all in
reasonable detail setting forth in comparative form the corresponding figures as
of the end of and for the preceding Fiscal Year and prepared in accordance with
GAAP and, if applicable, containing disclosure of the effect on the financial
position or results of operations of any change in the application of accounting
principles and practices during the year.

     

    
      
         


      

      
        92

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Such
      annual financial statements shall be audited by the independent certified
      public accounting firm separately notified to the COFACE Agent prior to
      the date of this Agreement or such other firm notified to the COFACE Agent
      (and acceptable to the COFACE Agent), and accompanied by a report thereon
      by such certified public accountants that is not qualified with respect to
      scope limitations imposed by the Borrower or any of its Subsidiaries or
      with respect to accounting principles followed by the Borrower or any of
      its Subsidiaries not in accordance with
GAAP.

            


    

     

    
      	
              19.3

            	
              Annual Business Plan and
      Financial Projections

            


    

     

    As soon
as practicable and in any event within fifteen (15) days after the
beginning of each Fiscal Year during the term of this Agreement, a business plan
of the Borrower and its Subsidiaries for the ensuing four (4) fiscal
quarters, such plan to be prepared in accordance with GAAP and to include, on a
quarterly basis, the following:

     

    
      	
               
      

            	
              (a)

            	
              information
      relating to the amounts outstanding under the Convertible
      Notes;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      operating and capital budget in respect of the next three (3)
      succeeding Fiscal Years;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      projected income statement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      statement of cash flows on a three (3) year projected basis
      (including, calculations (in reasonable detail) demonstrating compliance
      with each of the financial covenants set out in Clause 20 (Financial Covenants))
      and balance sheet; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      report setting forth management’s operating and financial assumptions
      underlying such projections,

            


    

     

    accompanied
by a certificate from a Responsible Officer of the Borrower to the effect that,
to the best of such officer’s knowledge, such projections are estimates made in
good faith (based on reasonable assumptions) of the financial condition and
operations of the Borrower and its Subsidiaries for such four (4) fiscal
quarter period and in relation to the operating and capital budget, in respect
of the next three (3) succeeding Fiscal Years.

     

    
      	
              19.4

            	
              Compliance
      Certificate

            


    

     

    At each
time:

     

    
      	
               
      

            	
              (a)

            	
              financial
      statements are delivered pursuant to Clause 19.1 (Quarterly Financial
      Statements) or Clause 19.2 (Annual Financial
      Statements);

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      information and other documentation is delivered pursuant to
      Clause 19.3 (Annual
      Business Plan and Financial Projections);
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              at
      such other times as the COFACE Agent shall reasonably
    request,

            


    

     


    
      
         


      

      
        93

        
          

        

      

      
         


      

    


    a
Compliance Certificate signed by a Responsible Officer, confirming compliance by
the Borrower with each of the financial covenants set out in Clause 20
(Financial Covenants)
together with an Adjusted Consolidated EBITDA Reconciliation for the fiscal
period covered by such financial statements or information (as the case may
be).

     

    
      	
              19.5

            	
              Other
      Reports

            


    

     

    
      	
               
      

            	
              (a)

            	
              Upon
      request by the COFACE Agent, copies of all relevant public documents
      required by its independent public accountants in connection with their
      auditing function, including, without limitation, any management report
      and any management responses
thereto.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      less than annually, and at any time upon the reasonable request of the
      COFACE Agent, a Satellite health report prepared by the Borrower and
      certified by a Responsible Officer setting forth the operational status of
      each Satellite (other than Satellites yet to be launched) based on
      reasonable assumptions of the Borrower made in good faith and including
      such information with respect to the projected solar array life based on
      the total Satellite power requirements, projected battery life based on
      total Satellite power requirements, projected Satellite life, information
      concerning the availability of spare Satellites and such other information
      pertinent to the operation of such Satellite as the COFACE Agent may
      reasonably request, it being understood that to the extent that any such
      Satellite health report contains any forward looking statements, estimates
      or projections, such statements, estimates or projections are subject to
      significant uncertainties and contingencies, many of which are beyond the
      Borrower’s control, and no assurance can be given that such forward
      looking statements, estimates or projections will be realised, provided that nothing
      in this paragraph (b) shall require the Borrower to delivery any
      information to any Lender to the extent delivery of such information is
      restricted by applicable law or
regulation.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      less than quarterly, a Satellite health report prepared by the Borrower
      and certified by a Responsible Officer including the
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              details
      of the operational status of each Satellite (other than Satellites yet to
      be launched) based on reasonable assumptions of the Borrower made in good
      faith and in substantially the same form contained in Schedule 30 (Form of Quarterly Health
      Report); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      letter providing details of any material or unusual events that have
      occurred with respect to the Satellites since the delivery to the COFACE
      Agent of the last quarterly report.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Such
      other information regarding the operations, business affairs and financial
      condition of the Borrower or any of its Subsidiaries as the COFACE Agent
      or any Lender may reasonably
request.

            


    

     

    
      
         


      

      
        94

        
          

        

      

      
         


      

    


    
      	
              19.6

            	
              Notice of Litigation and Other
      Matters

            


    

     

    Promptly
(but in no event later than ten (10) Business Days after any Responsible
Officer of the Borrower obtains knowledge thereof) written notice
of:

     

    
      	
               
      

            	
              (a)

            	
              all
      documents dispatched by the Borrower to all of its stockholders (or any
      class thereof) or its creditors generally at the same time as they are
      dispatched;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      commencement of all proceedings and investigations by or before any
      Governmental Authority and all actions and proceedings in any court or
      before any arbitrator against or involving the Borrower or any Subsidiary
      thereof or any of their respective properties, assets or businesses that
      if adversely determined could reasonably be expected to result in a
      Material Adverse Effect;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      notice of any violation received by the Borrower or any Subsidiary thereof
      from any Governmental Authority including, without
    limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      notice of violation of any Environmental Law and the details of any
      environmental claim, litigation, arbitration or administrative proceedings
      which are current, threatened or pending against any member of the Group;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      other notice of violation which in each case could reasonably be expected
      to have a Material Adverse Effect;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      labour controversy that has resulted in a strike or other work action
      against the Borrower or any Subsidiary thereof which in each case could
      reasonably be expected to have a Material Adverse
  Effect;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      attachment, judgment, lien, levy or order exceeding one million Dollars
      (US$1,000,000) that has been assessed against the Borrower or any
      Subsidiary thereof;

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      claim for force majeure
      (howsoever described) by a party under a Commercial
      Contract;

            


    

     

    
      	
               
      

            	
              (g)

            	
              details
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      delay which has a duration exceeding three (3) Months, to the
      construction and scheduled delivery dates of the Satellites under the
      Satellite Construction Contract (as delivered pursuant to Schedule 2
      (Conditions
      Precedent);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      event which could reasonably be expected to result in the last Launch
      occurring later than the fourth fiscal quarter of 2010;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              suspension,
      interruption, cancellation or termination of a Commercial
      Contract;

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      amendments or modifications to a Commercial Contract, together with a copy
      of such amendment;

            


    

     


    
      
         


      

      
        95

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              any
      Default or Event of Default;

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      event which constitutes or which with the passage of time or giving of
      notice or both would constitute a default or event of default under any
      Material Contract to which the Borrower or any of its Subsidiaries is a
      party or by which the Borrower or any Subsidiary thereof or any of their
      respective properties may be bound which could reasonably be expected to
      have a Material Adverse Effect;

            


    

     

    
      	
               
      

            	
              (k)

            	
              any
      unfavourable determination letter from the US Internal Revenue Service
      regarding the qualification of an Employee Benefit Plan under
      Section 401(a) of the Code (along with a copy
    thereof);

            


    

     

    
      	
               
      

            	
              (l)

            	
              a
      copy of each Internal Revenue Service Form 5500 (including the
      Schedule B or such other schedule as contains actuarial information)
      filed in respect of a Pension Plan with Unfunded Pension
      Liabilities;

            


    

     

    
      	
               
      

            	
              (m)

            	
              any
      Obligor or ERISA Affiliate obtaining knowledge or a reason to know that
      any ERISA Termination Event has occurred or is reasonably expected to
      occur, a certificate of any Responsible Officer of the Borrower describing
      such ERISA Termination Event and the action, if any, proposed to be taken
      with respect to such ERISA Termination Event and a copy of any notice
      filed with the PBGC or the Internal Revenue Service pertaining to such
      ERISA termination Event and any notices received by such Obligor or ERISA
      Affiliate from the PBGC, any other governmental agency or any
      Multiemployer Plan sponsor with respect thereto; provided that in the case
      of ERISA Termination Events under paragraph (c) of the definition
      thereof, in no event shall notice be given later than the occurrence of
      the ERISA Termination Event;

            


    

     

    
      	
               
      

            	
              (n)

            	
              any
      Obligor or ERISA Affiliate obtaining knowledge or a reason to know
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      material increase in Unfunded Pension Liabilities (taking into account
      only Pension Plans with positive Unfunded Pension Liabilities) since the
      date the representations hereunder are given or deemed given, or from any
      prior notice, as applicable;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      existence of potential withdrawal liability under Section 4201 of
      ERISA, if each Obligor and ERISA Affiliate were to withdraw completely
      from any and all Multiemployer
Plans;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      adoption of, or the commencement of contributions to, any Pension Plan or
      Multiemployer Plan by any Obligor or ERISA Affiliate,
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      adoption or amendment of any Pension Plan which results in a material
      increase in contribution obligations of any Obligor or any ERISA
      Affiliate, a detailed written description thereof from any Responsible
      Officer of the Borrower; and

            


    

     

    
      
         


      

      
        96

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (o)

            	
              if,
      at any time after the date of this Agreement, any Obligor or any ERISA
      Affiliate maintains, or contributes to (or incurs an obligation to
      contribute to), an Employee Benefit Plan or Multiemployer Plan which is
      not set forth in Schedule 9 (ERISA Plans), then the
      Borrower shall deliver to the COFACE Agent an updated Schedule 9 as soon
      as practicable, and in any event within ten (10) days after such
      Obligor or ERISA Affiliate maintains or contributes (or incurs an
      obligation to contribute) thereto.

            


    

     

    
      	
              19.7

            	
              Notices Concerning
      Communications Licences

            


    

     

    Promptly
(but in no event later than ten (10) Business Days after any Responsible
Officer of the Borrower obtains knowledge thereof) written notice
of:

     

    
      	
               
      

            	
              (a)

            	
              (i)
      any citation, notice of violation or order to show cause issued by the FCC
      or any Governmental Authority with respect to any Material Communications
      Licence; (ii) if applicable, a copy of any notice or application by
      the Borrower requesting authority to or notifying the FCC of its intent to
      cease telecommunications operations for any period in excess of ten
      (10) days; or (iii) notice of any other action, proceeding or
      other dispute, which, if adversely determined, could reasonably be
      expected to result in the loss or revocation of any Material
      Communications Licence; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      lapse, loss, modification, suspension, termination or relinquishment of
      any Material Communications Licence, permit or other authorisation from
      the FCC or other Governmental Authority held by the Borrower or any
      Subsidiary thereof or any failure of the FCC or other Governmental
      Authority to renew or extend any such Material Communications Licence,
      permit or other authorisation for the usual period thereof and of any
      complaint against the Borrower or any of its Subsidiaries or other matter
      filed with or communicated to the FCC or other Governmental
      Authority.

            


    

     

    
      	
              19.8

            	
              Convertible
      Notes

            


    

     

    The
Borrower shall:

     

    
      	
               
      

            	
              (a)

            	
              provide
      to the COFACE Agent upon its request information relating to the amounts
      outstanding under the Convertible Notes;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              promptly
      on request, supply to the COFACE Agent such further information regarding
      the Convertible Notes as any Finance Party through the COFACE Agent may
      reasonably request.

            


    

     

    
      	
              19.9

            	
              Final In-Orbit
      Acceptance

            


    

     

    The
Borrower shall:

     

    
      	
               
      

            	
              (a)

            	
              provide
      to the COFACE Agent a certificate signed by a Responsible Officer
      confirming that Final In-Orbit Acceptance has occurred (such certificate
      to be in form and substance satisfactory to the COFACE Agent) within five
      (5) Business Days following Final In-Orbit Acceptance;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              promptly
      on request, supply to the COFACE Agent such further information regarding
      Final In-Orbit Acceptance as any Finance Party through the COFACE Agent
      may reasonably request.

            


    

     

    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    
      	
              19.10

            	
              Individual In-Orbit
      Acceptance

            


    

     

    The
Borrower shall provide to the COFACE Agent a certificate signed by a Responsible
Officer confirming that, in respect of the relevant Satellite:

     

    
      	
               
      

            	
              (a)

            	
              the
      testing of such Satellite has been completed and the Satellite Performance
      Criteria has been successfully met in respect of the relevant Satellite,
      promptly after the completion of such tests;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Individual
      In-Orbit Acceptance has occurred not later than five (5) days after
      achieving Individual In-Orbit
Acceptance.

            


    

     

    
      	
              19.11

            	
              Equity Cure
      Contribution

            


    

     

    The
Borrower shall promptly inform the COFACE Agent when an Equity Cure Contribution
is to be made (including the details of any Equity Issuance or Subordinated
Indebtedness being applied for such purpose).

     

    
      	
              19.12

            	
              Use of
      Websites

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may satisfy its obligation under this Agreement to deliver any
      information in relation to those Lenders ( the “Website Lenders”) who
      accept this method of communication by posting this information onto an
      electronic website designated by the Borrower and the COFACE Agent (the
      “Designated
      Website”) if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      COFACE Agent expressly agrees (after consultation with each of the
      Lenders) that it will accept communication of the information by this
      method;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              both
      the Borrower and the COFACE Agent are aware of the address of and any
      relevant password specifications for the Designated Website;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      information is in a format previously agreed between the Borrower and the
      COFACE Agent.

            


    

     

    If any
Lender (a “Paper Form
Lender”) does not agree to the delivery of information electronically
then the COFACE Agent shall notify the Borrower accordingly and the Borrower
shall supply the information to the COFACE Agent (in sufficient copies for each
Paper Form Lender) in paper form.  In any event the Borrower shall
supply the COFACE Agent with at least one (1) copy in paper form of any
information required to be provided by it.

     

    
      	
               
      

            	
              (b)

            	
              The
      COFACE Agent shall supply each Website Lender with the address of and any
      relevant password specifications for the Designated Website following
      designation of that website by the Borrower and the COFACE
      Agent.

            


    

     

    
      
         


      

      
        98

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      Borrower shall promptly upon becoming aware of its occurrence notify the
      COFACE Agent if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Designated Website cannot be accessed due to technical
      failure;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      password specifications for the Designated Website
  change;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      new information which is required to be provided under this Agreement is
      posted onto the Designated Website;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      existing information which has been provided under this Agreement and
      posted onto the Designated Website is amended;
  or

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Borrower becomes aware that the Designated Website or any information
      posted onto the Designated Website is or has been infected by any
      electronic virus or similar
software.

            


    

     

    If the
Borrower notifies the COFACE Agent under paragraph (c)(i) or
paragraph (c)(v) above, all information to be provided by the Borrower
under this Agreement after the date of that notice shall be supplied in paper
form unless and until the COFACE Agent and each Website Lender is satisfied that
the circumstances giving rise to the notification are no longer
continuing.

     

    
      	
               
      

            	
              (d)

            	
              Any
      Website Lender may request, through the COFACE Agent, one (1) paper
      copy of any information required to be provided under this Agreement which
      is posted onto the Designated Website.  The Borrower shall
      comply with any such request within ten (10) Business
      Days.

            


    

     

    
      	
              19.13

            	
              “Know your
      Customer”
      Checks

            


    

     

    
      	
               
      

            	
              (a)

            	
              If:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      introduction of or any change in (or in the interpretation, administration
      or application of) any Applicable Law made after the date of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      change in the status of any Obligor after the date of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      proposed assignment or transfer by a Lender of any of its rights and
      obligations under this Agreement to a party that is not a Lender prior to
      such assignment or transfer,

            


    

     

    obliges
the COFACE Agent or any Lender (or, in the case of paragraph (iii) above,
any prospective new Lender) to comply with “know your customer” or
similar identification procedures in circumstances where the necessary
information is not already available to it, the Borrower shall procure that each
Obligor shall promptly upon the request of the COFACE Agent or any Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the COFACE Agent (for itself or on behalf of any Lender)
or any Lender (for itself or, in the case of the event described in
paragraph (iii) above, on behalf of any prospective new Lender) in order
for the COFACE Agent, such Lender or, in the case of the event described in
paragraph (iii) above, any prospective new Lender to carry out and be
satisfied it has complied with all necessary “know your customer” or other
similar checks under all Applicable Laws pursuant to the transactions
contemplated in the Finance Documents.

     

    
      
         


      

      
        99

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Each
      Lender shall promptly upon the request of the COFACE Agent supply, or
      procure the supply of, such documentation and other evidence as is
      reasonably requested by the COFACE Agent (for itself) in order for the
      COFACE Agent to carry out and be satisfied it has complied with all
      necessary “know your
      customer” or other similar checks under all Applicable Laws
      pursuant to the transactions contemplated in the Finance
      Documents.

            


    

     

    
      	
              19.14

            	
              Last
    Launch

            


    

     

    The
Borrower shall:

     

    
      	
               
      

            	
              (a)

            	
              provide
      to the COFACE Agent a certificate signed by a Responsible Officer
      confirming the date on which the last Launch has occurred (such
      certificate to be in form and substance satisfactory to the COFACE Agent)
      within five (5) Business Days following last Launch;
    and

            


    

     

    
      	
               
      

            	
              (b)

            	
              promptly
      on request, supply to the COFACE Agent such further information regarding
      last Launch as any Finance Party through the COFACE Agent may reasonably
      request.

            


    

     

    
      	
              20.

            	
              FINANCIAL
      COVENANTS

            


    

     

    
      	
              20.1

            	
              Maximum Covenant Capital
      Expenditures

            


    

     

    The
Borrower and its Subsidiaries on a Consolidated basis will not permit the
aggregate amount of all Covenant Capital Expenditures to exceed the amount
agreed between the Borrower and the COFACE Agent set forth below in the
following Fiscal Years:

     

    
      
        
          
            
              	
                      2009

                    	 	US$	391,000,000	 
	
                      2010

                    	 	US$	234,000,000	 


            

          

        

      

    

     

    provided that, if in any Fiscal Year
the Covenant Capital Expenditures referred to above are not met, any excess
amounts may be credited to permitted Covenant Capital Expenditures for the next
Fiscal Year.

     

    
      	
              20.2

            	
              Minimum
      Liquidity

            


    

     

    Following
the Contingent Equity Release Date, maintain a minimum Liquidity of five million
Dollars (US$5,000,000).

     

    
      
         


      

      
        100

        
          

        

      

      
         


      

    

       

    
      	
              20.3

            	
              Adjusted Consolidated
      EBITDA

            


    
  

    The
Borrower shall ensure that the Adjusted Consolidated EBITDA in respect of any
Relevant Period (including (without double-counting) in the calculation of
Adjusted Consolidated EBITDA any Equity Cure Contribution made during such
period and the amount of any prior Equity Cure Contribution that has not been
required to be counted in the calculation of Adjusted Consolidated EBITDA to
enable the Borrower to achieve the amount set out in column 2 (Column 2 – Amount) for any
prior Relevant Period, provided that no part of any
Equity Cure Contribution may be included in the calculation of the Adjusted
Consolidated EBITDA in any subsequent Relevant Period if the proceeds of such
Equity Cure Contribution has been so taken into account in any such calculation
for any two (2) prior Relevant Periods) specified in column 1 (Column 1 – Relevant
Period) below shall not be less than the amount set out in column 2
(Column 2 –
Amount) below opposite that Relevant Period.

     

    
      
        
          
            	
                    Column 1 - Relevant Period

                  	 	
                    Column 2 – Amount

                  	 
	
                    Relevant
      Period commencing on 1 January 2009 and expiring 31 December
      2009.

                  	 	US$	(25,000,000	)
	
                    Relevant
      Period commencing on 1 July 2009 and expiring 30 June
      2010.

                  	 	US$	(21,000,000	)
	
                    Relevant
      Period commencing on 1 January 2010 and expiring 31 December
      2010.

                  	 	US$	(10,000,000	)
	
                    Relevant
      Period commencing on 1 July 2010 and expiring 30 June
      2011.

                  	 	US$	10,000,000	 
	
                    Relevant
      Period commencing on 1 January 2011 and expiring 31 December
      2011.

                  	 	US$	25,000,000	 
	
                    Relevant
      Period commencing on 1 July 2011 and expiring 30 June
      2012.

                  	 	US$	35,000,000	 
	
                    Relevant
      Period commencing on 1 January 2012 and expiring 31 December
      2012.

                  	 	US$	55,000,000	 
	
                    Relevant
      Period commencing on 1 July 2012 and expiring 30 June
      2013.

                  	 	US$	65,000,000	 
	
                    Relevant
      Period commencing on 1 January 2013 and expiring 31 December
      2013.

                  	 	US$	78,000,000	 


          

        

      

    

     

    
      	
              20.4

            	
              Debt Service Coverage
      Ratio

            


    

     

    The
Borrower shall ensure that the Debt Service Coverage Ratio in respect of any
Relevant Period (including (without double-counting) any Equity Cure
Contribution made in accordance with Clause 23.2(c) (Financial Covenants) provided that any Equity Cure
Contribution shall only be counted in the calculation of Liquidity for such
purpose) specified in column 1 (Column 1 – Relevant
Period) below shall not be less than the ratio set out in column 2
(Column 2 – Ratio)
below opposite that Relevant Period.

     

    
      
         


      

      
        101

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Column 1 - Relevant
    Period

                      	 	
                        Column 2 – Ratio

                      
	
                        Relevant
      Period commencing on 1 January 2011 and expiring 31 December
      2011.

                      	 	
                        1.00:1

                      
	
                        Relevant
      Period commencing on 1 July 2011 and expiring 30 June
      2012.

                      	 	
                        1.00:1

                      
	
                        Relevant
      Period commencing on 1 January 2012 and expiring 31 December
      2012.

                      	 	
                        1.00:1

                      
	
                        Relevant
      Period commencing on 1 July 2012 and expiring 30 June
      2013.

                      	 	
                        1.05:1

                      
	
                        Relevant
      Period commencing on 1 January 2013 and expiring 31 December
      2013.

                      	 	
                        1.10:1

                      
	
                        Relevant
      Period commencing on 1 July 2013 and expiring 30 June
      2014.

                      	 	
                        1.15:1

                      
	
                        Relevant
      Period commencing on 1 January 2014 and expiring 31 December
      2014.

                      	 	
                        1.20:1

                      
	
                        Relevant
      Period commencing on 1 July 2014 and expiring 30 June
      2015.

                      	 	
                        1.25:1

                      
	
                        Relevant
      Period commencing on 1 January 2015 and expiring 31 December
      2015.

                      	 	
                        1.30:1

                      
	
                        Relevant
      Period commencing on 1 July 2015 and expiring 30 June
      2016.

                      	 	
                        1.40:1

                      
	
                        Relevant
      Period commencing on 1 January 2016 and expiring 31 December
      2016.

                      	 	
                        1.50:1

                      
	
                        Relevant
      Period commencing on 1 July 2016 and expiring 30 June
      2017.

                      	 	
                        1.50:1

                      
	
                        Relevant
      Period commencing on 1 January 2017 and expiring 31 December
      2017.

                      	 	
                        1.50:1

                      
	
                        Relevant
      Period commencing on 1 July 2017 and expiring 30 June
      2018.

                      	 	
                        1.50:1

                      
	
                        Relevant
      Period commencing on 1 January 2018 and expiring 31 December
      2018.

                      	 	
                        1.50:1

                      
	
                        Relevant
      Period commencing on 1 July 2018 and expiring 30 June
      2019.

                      	 	
                        1.50:1

                      
	
                        Relevant
      Period commencing on 1 January 2019 and expiring 31 December
      2019.

                      	 	
                        1.50:1

                      


              

            

          

        

      

    


    
      
         


      

      
        102

        
          

        

      

      
         


      

    


    
      	
              20.5

            	
              Net Debt to Adjusted
      Consolidated EBITDA

            


    

     

    The
Borrower shall ensure that the ratio of Net Debt to Adjusted Consolidated EBITDA
in respect of any Relevant Period (and calculated on the ending balance of the
Relevant Period (subject to Clause 23.2(c) (Financial Covenants) without
double-counting provided
that any Equity Cure Contribution shall only be counted in the
calculation of Liquidity for such purpose)) specified in column 1 (Column 1 – Relevant
Period) below shall not be greater than the ratio set out in
column 2 (Column 2 –
Ratio) below opposite that Relevant Period.

     

    
      
        
          
            
              	
                      Column 1 - Relevant Period

                    	 	
                      Column 2 – Ratio

                    
	
                      Relevant
      Period commencing on 1 January 2012 and expiring 31 December
      2012.

                    	 	
                      9.90:1

                    
	
                      Relevant
      Period commencing on 1 July 2012 and expiring 30 June
      2013.

                    	 	
                      7.25:1

                    
	
                      Relevant
      Period commencing on 1 January 2013 and expiring 31 December
      2013.

                    	 	
                      5.60:1

                    
	
                      Relevant
      Period commencing on 1 July 2013 and expiring 30 June
      2014.

                    	 	
                      4.75:1

                    
	
                      Relevant
      Period commencing on 1 January 2014 and expiring 31 December
      2014.

                    	 	
                      4.00:1

                    
	
                      Relevant
      Period commencing on 1 July 2014 and expiring 30 June
      2015.

                    	 	
                      3.50:1

                    
	
                      Relevant
      Period commencing on 1 January 2015 and expiring 31 December
      2015.

                    	 	
                      3.00:1

                    
	
                      Relevant
      Period commencing on 1 July 2015 and expiring 30 June
      2016.

                    	 	
                      2.75:1

                    
	
                      Relevant
      Period commencing on 1 January 2016 and expiring 31 December
      2016.

                    	 	
                      2.50:1

                    
	
                      Relevant
      Period commencing on 1 July 2016 and expiring 30 June
      2017.

                    	 	
                      2.50:1

                    
	
                      Relevant
      Period commencing on 1 January 2017 and expiring 31 December
      2017.

                    	 	
                      2.50:1

                    
	
                      Relevant
      Period commencing on 1 July 2017 and expiring 30 June
      2018.

                    	 	
                      2.50:1

                    
	
                      Relevant
      Period commencing on 1 January 2018 and expiring 31 December
      2018.

                    	 	
                      2.50:1

                    
	
                      Relevant
      Period commencing on 1 July 2018 and expiring 30 June
      2019.

                    	 	
                      2.50:1

                    
	
                      Relevant
      Period commencing on 1 January 2019 and expiring 31 December
      2019.

                    	 	
                      2.50:1

                    


            

          

        

      

    


    
      
         


      

      
        103

        
          

        

      

      
         


      

    


    
      	
              20.6

            	
              Financial
      Testing

            


    

     

    The
financial covenants set out in this Clause 20 shall be tested by reference
to the most recent set of financial statements delivered for the Relevant Period
pursuant to Clause 19 (Information
Undertakings).

     

    
      	
              21.

            	
              POSITIVE
      UNDERTAKINGS

            


    

     

    The
undertakings in this Clause 21 (Positive Undertakings) remain
in force from the date of this Agreement for so long as any amount is
outstanding under the Finance Documents or any Commitment is in
force.  The Borrower shall, and shall cause each of its Subsidiaries,
to comply with the undertakings contained in this Clause 21.

     

    
      	
              21.1

            	
              Compliance with
      Laws

            


    

     

    
      	
               
      

            	
              (a)

            	
              Observe
      and remain in compliance in all material respects with all Applicable Laws
      and maintain in full force and effect all Authorisations, in each case
      applicable to the conduct of its business except where the failure to do
      so could not reasonably be expected to have a Material Adverse
      Effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Without
      limiting the foregoing, the Borrower shall, and shall cause each of its
      Subsidiaries to, comply in all material respects with all terms and
      conditions of all Communications Licences and all federal, state and local
      laws, all rules, regulations and administrative orders of the FCC, state
      and local commissions or authorities, or any other Governmental Authority
      that are applicable to the Borrower and its Subsidiaries or the
      telecommunications operations thereof; provided that the
      Borrower or any Subsidiary may dispute in good faith the applicability or
      requirements of any such matter so long as such dispute could not
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    
      	
              21.2

            	
              Environmental
      Laws

            


    

     

    In
addition to and without limiting the generality of Clause 21.1 (Compliance with
Laws):

     

    
      	
               
      

            	
              (a)

            	
              comply
      with, and use reasonable endeavours to ensure such compliance by all
      tenants and sub-tenants with all applicable Environmental Laws and obtain,
      comply with and maintain, and use reasonable endeavours to ensure that all
      tenants and subtenants, obtain, comply with and maintain, any and all
      Environmental Permits;

            


    

     

    
      	
               
      

            	
              (b)

            	
              conduct
      and complete all investigations, studies, sampling and testing, and all
      remedial, removal and other actions required under Environmental Laws, and
      promptly comply with all lawful orders and directives of any Governmental
      Authority regarding Environmental Laws;
and

            


    

     

    
      
         


      

      
        104

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              defend,
      indemnify and hold harmless the Finance Parties, and their respective
      parents, Subsidiaries, Affiliates, employees, agents, officers and
      directors, from and against any claims, demands, penalties, fines,
      liabilities, settlements, judgments, damages, costs and expenses of
      whatever kind or nature known or unknown, contingent or otherwise, arising
      out of, or in any way relating to the presence of Hazardous Materials, or
      the violation of, non-compliance with or liability under any Environmental
      Laws by the Borrower or any such Subsidiary, or any orders, requirements
      or demands of Governmental Authorities related thereto, including, without
      limitation, reasonable attorneys’ and consultants’ fees, investigation and
      laboratory fees, response costs, court costs and litigation expenses,
      except to the extent that any of the foregoing directly result from the
      gross negligence or willful misconduct of the party seeking
      indemnification therefor, as determined by a court of competent
      jurisdiction by final non-appealable
judgment.

            


    

     

    
      	
              21.3

            	
              Compliance with
      ERISA

            


    

     

    In
addition to and without limiting the generality of Clause 21.1 (Compliance with Laws) except
where the failure to comply could not, individually or in aggregate, reasonably
be expected to have a Material Adverse Effect:

     

    
      	
               
      

            	
              (a)

            	
              comply
      with all material applicable provisions of ERISA and the Code (including
      Code provisions compliance with which is necessary for any intended
      favourable tax treatment) and the regulations and published
      interpretations respectively thereunder with respect to all Employee
      Benefit Plans;

            


    

     

    
      	
               
      

            	
              (b)

            	
              not
      take any action or fail to take action the result of which could be a
      liability to the PBGC or to a Multiemployer
  Plan;

            


    

     

    
      	
               
      

            	
              (c)

            	
              not
      participate in any prohibited transaction that could result in any civil
      penalty under ERISA or tax under the
Code;

            


    

     

    
      	
               
      

            	
              (d)

            	
              operate
      each Employee Benefit Plan in such a manner that will not incur any tax
      liability under Section 4980B of
      the Code or any liability to any qualified beneficiary as defined in Section 4980B of
      the Code; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              furnish
      to the COFACE Agent upon the COFACE Agent’s request such additional
      information about any Employee Benefit Plan as may be reasonably requested
      by the COFACE Agent.

            


    

     

    
      	
              21.4

            	
              Insurance

            


    

     

    
      	
               
      

            	
              (a)

            	
              Maintain
      insurance with insurance companies and/or underwriters rated by S&P or
      AM Best’s Rating Agency at no lower than A- against such risks and in such
      amounts as are:

            


    

     

    
      	
               
      

            	
              (i)

            	
              maintained
      in accordance with prudent business practice and corporate governance;
      and

            


    

     

    
      
         


      

      
        105

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              as
      may be required by Applicable Law with amounts and scope of coverage not
      less than those maintained by the Borrower and its Subsidiaries as of the
      date of this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              On
      the date of this Agreement and from time to time thereafter the Borrower
      shall deliver to the COFACE Agent upon its request information in
      reasonable detail as to the insurance then in effect, stating the names of
      the insurance companies, the amounts and rates of the insurance, the dates
      of the expiration thereof and the properties and risks covered thereby,
      provided that,
      with respect to paragraph (a)(i) only, neither the Borrower nor any
      of its Subsidiaries shall be required to obtain any insurance against the
      risk of loss of any in-orbit Satellites or against business interruption
      risks in addition to or with a broader scope of coverage than is currently
      maintained by the Borrower and its Subsidiaries as at the date of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      addition to, and without limiting the foregoing, the Borrower will, and
      will cause each of its Subsidiaries to, maintain insurance with respect to
      the Satellites as follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Property All Risks
      Insurance

            


    

     

    The
Borrower will procure or will cause the Supplier to procure at its own expense
and maintain in full force and effect, at all times prior to the Launch of any
Satellite purchased by the Borrower or any of its Subsidiaries pursuant to the
terms of the Satellite Construction Contract, Property All Risks Insurance upon
such terms and conditions satisfactory to the COFACE Agent and as are reasonably
commercially available and customary in the industry which shall cover any loss
of, or damage to, the Satellites and the Satellite and Launch specific ground
components, including all components thereof, at all times during the
manufacture, testing, storage and transportation of the Satellites and the
Satellite and Launch specific ground components up to the time of Launch of the
Satellites and until delivery to the Borrower of the Satellite and Launch
specific ground components.

     

    In no
event shall the Borrower or the Supplier be required to maintain or procure
Property All Risks Insurance to insure risks that may be required to be insured
by, or that covers the same risk or period of coverage provided by the Supplier
as the Launch Insurance (as defined below).  The Borrower shall cause
the Supplier to name COFACE, the COFACE Agent and the Lenders as additional
insured but only to the extent of those persons’ interests in such Satellites;
and

     

    
      	
               
      

            	
              (ii)

            	
              Launch
      Insurance

            


    

     

    The
Borrower will obtain, maintain and keep in full force and effect with respect to
each Satellite that is to be launched, space risk insurance against loss of or
damage to the Satellite (including any loss or damage which may occur to a
Satellite during the period from Launch until Individual In-Orbit Acceptance)
such space risk insurance (hereinafter in this Clause 21.4 “Launch
Insurance”).  Launch Insurance shall be bound no later than
three (3) Months prior to the then scheduled Launch date of such
Satellite.

     

    
      
         


      

      
        106

        
          

        

      

      
         


      

    


    The
Launch Insurance shall include in-orbit cover providing for:

     

    
      	
               
      

            	
              (x)

            	
              in
      the case of the first Launch of six (6) Satellites, a
      six (6) Month stabilisation and performance test period for such
      six (6) Satellites; and

            


    

     

    
      	
               
      

            	
              (y)

            	
              in
      the case of each Launch following the first successful Launch, a three
      (3) Month stabilisation and performance test period for each
      Satellite remaining to be launched for the first twenty-four (24)
      Satellites,

            


    

     

    Such
Launch Insurance shall be in accordance with terms commercially available and
reasonably acceptable to the COFACE Agent (acting on the instructions of the
Majority Lenders) following consultation with the Insurance
Consultant.  The Borrower shall not be obliged to obtain, maintain or
keep in force space risk insurance on any Satellite after termination for that
Satellite under the relevant Launch Insurance policy.  The Launch
Insurance for each Satellite shall:

     

    
      	
               
      

            	
              (A)

            	
              commence from
      the time that is the earlier of (i) the time designated by the Launch
      Services Provider during the launch sequence when the command to ignite is
      intentionally sent to one of the motors of the Launch Vehicle (as such
      term is defined in the Launch Services Contract) for the purpose of Launch
      following a planned countdown; and (ii) the time that the cover with
      respect to the relevant Satellite being launched expires under the
      insurance procured by the Supplier;

            


    

     

    
      	
               
      

            	
              (B)

            	
              be
      denominated in Dollars for an amount not less than one hundred and ninety
      million nine hundred thousand Dollars (US$190,900,000) until the date of
      the first successful Launch, and thereafter, to be an amount equal to the
      higher of (i) the replacement cost of a Satellite (including, the purchase
      price, Launch and insurances) and (ii) one hundred and forty six million
      five hundred eighty five thousand and five hundred Dollars
      (US$146,585,500));

            


    

     

    
      	
               
      

            	
              (C)

            	
              name
      the applicable Obligor purchasing the Satellite as the named insured and
      the Security Agent for and on behalf of the Lenders as additional insured
      and first loss payee in accordance with the Loss Payee Clause up to the
      amount specified in Clause 21.4(c)(ii)(B) and provide that payments
      due thereunder shall be payable directly to the Security Agent as first
      loss payee (“Loss
      Payee”) who, prior to an Event of Default, shall transfer to the
      Collection Account, for and on behalf of the Lenders, who shall receive in
      full such payments to be applied in accordance with Clause 10 (Insurance Proceeds
      Account) of the Accounts Agreement, including any accrued unpaid
      interest; provided
      that claims if any shall be adjusted with the named insured and
      paid to the Loss Payee; and

            


    

     

    
      
         


      

      
        107

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (D)

            	
              provide
      that it will not be cancelled or reduced (other than a reduction from the
      payment of a claim) or amended without notice to the COFACE
      Agent.  All such notices shall be sent by facsimile and e-mail
      to the COFACE Agent by the insurers at the same time such notices are sent
      to the Borrower and shall be effective as stated in such notices provided that, fifteen
      (15) days’ advance written notice shall be given in the event of
      notice of cancellation for non-payment of
  premium.

            


    

     

    The
Borrower shall submit evidence of cover satisfactory to the COFACE Agent (acting
in consultation with the Insurance Consultant), being either the broker’s issued
policy documentation cover note, binder or policy documents issued by the
relevant Insurer (the “Launch
Insurance Documentation”) to the COFACE Agent at least ninety
(90) days prior to the first scheduled Launch date or, upon written request
from the Borrower and subject to the approval of the COFACE Agent, such later
mutually agreed date based on prevailing market conditions.

     

    The
Borrower shall obtain from its insurer providing the Launch Insurance waivers of
any subrogation rights against the Supplier (or its sub-contractors) and shall
provide evidence of such waivers to the COFACE Agent sixty (60) days prior
to the Launch of any Satellite and shall provide the COFACE Agent with a
certificate of such insurance coverage (including the percentage of risks given
to such insurer) at the COFACE Agent’s request.

     

    
      	
               
      

            	
              (iii)

            	
              Third Party Liability
      Insurance

            


    

     

    The
Borrower shall:

     

    
      	
               
      

            	
              (A)

            	
              cause
      the Supplier to subscribe before Launch and/or maintain in full force and
      effect a third party liability insurance for liabilities arising from
      bodily injury and loss or damage to third party property (“Third Party Liability
      Insurance”);

            


    

     

    
      	
               
      

            	
              (B)

            	
              cause
      the Launch Services Provider to subscribe for and maintain Third Party
      Liability Insurance coverage for liabilities arising from bodily injury
      and loss or damage to third party property caused by Satellites after
      Launch in an amount on an annual basis of not less than an aggregate
      amount equal to:

            


    

     

    
      	
               
      

            	
              (aa)

            	
              sixty
      million nine hundred and eighty thousand Euros (€60,980,000) in respect of
      a Launch from the Kourou launch
site;

            


    

     

    
      	 	
              (bb)

            	
              one hundred million
      Dollars (US$100,000,000) in respect of the risks covered under
      Article 15.2.1(ii) of the Launch Services Contract, for Launches from
      the Baїkonur launch site.

            


    

     

    
      
         


      

      
        108

        
          

        

      

      
         


      

    


    in each
case, per occurrence, naming COFACE, the COFACE Agent and the Lenders as
additional insured thereunder.  In accordance with the Satellite
Construction Contract, the Borrower shall use its best efforts to cause the
Launch Services Provider to name the Supplier (and its sub-contractors) as
additional insureds under the Launch Services Provider’s Third Party Liability
Insurance; and

     

    
      	
               
      

            	
              (C)

            	
              cause
      the Launch Services Provider to submit a copy of the Third Party Liability
      Insurance documentation to the COFACE Agent as soon as practicable and in
      any event no less than thirty (30) days prior to the scheduled Launch
      date for any Launch.  Such insurance shall be in full force at
      the Launch date (as of Intentional Ignition (as such term is defined in
      the Launch Services Contract)) and shall be maintained for a period equal
      to the lesser of:

            


    

     

    
      	
               
      

            	
              (aa)

            	
              twelve
      (12) Months; or

            


    

     

    
      	
               
      

            	
              (bb)

            	
              so
      long as all or any part of the Launch Vehicle (as such term is defined in
      the Launch Services Contract), the Satellite(s) and/or their components
      remain in orbit.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      insurance policy shall comply with the Lenders’ requirements set out in
      Clause 21.4(e) below and shall be on reasonable terms and conditions
      and with acceptable exclusions and a reasonable level of deductible
      acceptable to the COFACE Agent (acting on the instructions of the Majority
      Lenders).

            


    

     

    
      	
               
      

            	
              (e)

            	
              General Insurance Provisions
      and Requirements

            


    

     

    The
Borrower shall:

     

    
      	
               
      

            	
              (i)

            	
              provide,
      or as appropriate, request the Supplier and/or the Launch Services
      Provider to deliver to the COFACE Agent, promptly after issuance of each
      relevant Insurance, certificate(s) of internationally recognised insurance
      broker(s) usually involved in space risk insurance and approved by the
      Lenders, confirming that:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Property All Risks Insurance, the Launch Insurance and the Third Party
      Liability Insurance, as appropriate, are in full force and effect on the
      date they are respectively required to be entered into
    force,

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      names and percentages of the relevant insurance
  companies;

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      sums insured and expiration dates of such
  Insurances;

            


    

     

    
      
         


      

      
        109

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (D)

            	
              the
      premia for the Property All Risks Insurance, Launch Insurance and the
      Third Party Liability Insurances shall be payable by the Borrower, the
      Supplier and the Launch Services Provider, as applicable, in accordance
      with the terms of credit agreed for each such Insurance;
    and

            


    

     

    
      	
               
      

            	
              (E)

            	
              all
      premia due at the date of such certificate have been paid in
      full.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              use
      reasonable efforts (having regard to the terms which are reasonably
      commercially available in the insurance market) to obtain agreement to
      incorporate in the Insurances the following provisions or provisions
      substantially similar in content:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      insurers, either directly or via the insurance broker, and the broker
      shall also advise the COFACE Agent (by facsimile and by e-mail) of any
      loss or of any default in the payment of any premium and of any event
      other act or omission on the part of the Borrower, the Supplier and/or the
      Launch Service Provider, as applicable, of which the broker or the
      insurers have knowledge and which might result in the invalidation, the
      lapse or the cancellation in whole or in part of such
      Insurance;

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      COFACE Agent and/or the Lenders shall have the right (without any
      obligation) to pay the insurance premia if the relevant party fails to or
      delays in making any such payment within the time periods specified in the
      relevant insurance policies.  If any payment of the premia is
      effected by the COFACE Agent and/or the Lenders, the Borrower shall on
      demand reimburse the COFACE Agent and/or the Lenders the amount of any
      premia so paid and all related costs and
  expenses;

            


    

     

    
      	
               
      

            	
              (C)

            	
              if
      the Borrower, the Supplier and/or the Launch Services Provider (as
      applicable) fails or delays in filing any notice of proof of loss, the
      COFACE Agent shall have the right to join the Borrower, the Supplier
      and/or the Launch Services Provider (as applicable) in submitting a notice
      of proof of any loss within the time periods specified in the applicable
      insurance policies;

            


    

     

    
      	
               
      

            	
              (D)

            	
              the
      insurers waive:

            


    

     

    
      	
               
      

            	
              (aa)

            	
              all
      rights of set-off and counterclaim against COFACE, the COFACE Agent and
      the Lenders in connection with their rights to make payments under such
      insurance; and

            


    

     

    
      	
               
      

            	
              (bb)

            	
              all
      rights of subrogation to the rights of the COFACE Agent and the Lenders
      against the Borrower;

            


    

     

    
      	
               
      

            	
              (E)

            	
              the
      insurance be primary and not excess to or contributory to any insurance or
      self-insurance maintained by the
Lenders;

            


    

     

    
      
         


      

      
        110

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (F)

            	
              the
      Insurances shall not be permitted to lapse or to be cancelled, without
      written notice being given by facsimile and e-mail to the COFACE Agent at
      the same time such notices are sent to the Borrower and shall be effective
      as stated in such notices provided that, fifteen
      (15) days’ advance written notice shall be given by the Borrower in
      the event of notice of cancellation for non-payment of premium;
      and

            


    

     

    
      	
               
      

            	
              (G)

            	
              the
      insurers will undertake, not to make any material modification or
      amendment to the terms of such insurance policies without the prior
      written consent of the COFACE Agent (acting on the instructions of all the
      Lenders).  For the purpose of this paragraph (G), material
      modification means a modification such that the insurance as modified
      would not meet any longer the terms and conditions set out in this
      Agreement.

            


    

     

    
      	
              21.5

            	
              Additional Domestic
      Subsidiaries

            


    

     

    Notify
the COFACE Agent of the creation or acquisition of any Domestic Subsidiary and
promptly thereafter (and in any event within sixty (60) days), cause such
person to:

     

    
      	
               
      

            	
              (a)

            	
              become
      a Subsidiary Guarantor by delivering to the COFACE Agent a duly executed
      Guarantee Agreement or such other document as the COFACE Agent shall deem
      appropriate for such purpose;

            


    

     

    
      	
               
      

            	
              (b)

            	
              pledge
      a security interest in all Collateral owned by such Subsidiary (provided that if such
      Collateral consists of Capital Stock of a Foreign Subsidiary, such
      security interest will be limited to sixty-five per cent. (65%) of such
      Capital Stock (subject to the provisions of Clause 3.6 (Foreign Subsidiaries
      Security) of the Stock Pledge Agreement)) by delivering to the
      COFACE Agent a duly executed supplement to each Security Document or such
      other document as the COFACE Agent shall deem appropriate for such purpose
      and comply with the terms of each Security
  Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              deliver
      to the COFACE Agent such documents and certificates referred to in
      Schedule 2 (Conditions
      Precedent) as may be reasonably requested by the COFACE
      Agent;

            


    

     

    
      	
               
      

            	
              (d)

            	
              deliver
      to the COFACE Agent such original Capital Stock or other certificates and
      stock or other transfer powers evidencing the Capital Stock of such
      person;

            


    

     

    
      	
               
      

            	
              (e)

            	
              deliver
      to the COFACE Agent such updated Schedules to the Finance Documents as
      requested by the COFACE Agent with respect to such person;
    and

            


    

     

    
      	
               
      

            	
              (f)

            	
              deliver
      to the COFACE Agent such other documents as may be reasonably requested by
      the COFACE Agent (including, any “know your customer”
      information), all in form, content and scope reasonably satisfactory to
      the COFACE Agent.

            


    

     

    
      
         


      

      
        111

        
          

        

      

      
         


      

    


    
      	
              21.6

            	
              Additional Foreign
      Subsidiaries

            


    

     

    Notify
the COFACE Agent at the time that any person becomes a Foreign Subsidiary of the
Borrower or any Subsidiary, and promptly thereafter (and in any event within
sixty (60) days after notification):

     

    
      	
               
      

            	
              (a)

            	
              with
      respect to any Subsidiary that is directly owned by an Obligor, cause the
      Borrower or the applicable Subsidiary to deliver to the COFACE Agent a
      Security Document pledging sixty five per cent. (65%) of
      the total outstanding Capital Stock of such new Foreign Subsidiary
      (subject to the provisions of Clause 3.6 (Foreign Subsidiaries
      Security) of the Stock Pledge Agreement) and a consent thereto
      executed by such new Foreign Subsidiary (including, without limitation, if
      applicable, original stock certificates (or the equivalent thereof
      pursuant to the Applicable Laws and practices of any relevant foreign
      jurisdiction) evidencing that the Capital Stock of such new Foreign
      Subsidiary, together with an appropriate undated stock power for each
      certificate duly executed in blank by the registered owner
      thereof);

            


    

     

    
      	
               
      

            	
              (b)

            	
              cause
      such person to deliver to the COFACE Agent such documents and certificates
      referred to in Schedule 2 (Conditions Precedent)
      as may be reasonably requested by the COFACE
  Agent;

            


    

     

    
      	
               
      

            	
              (c)

            	
              cause
      the Borrower to deliver to the COFACE Agent such updated Schedules to the
      Finance Documents as requested by the COFACE Agent with regard to such
      person; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              cause
      such person to deliver to the COFACE Agent such other documents as may be
      reasonably requested by the COFACE Agent, all in form, content and scope
      reasonably satisfactory to the COFACE
Agent.

            


    

     

    
      	
              21.7

            	
              Additional Communications
      Licences

            


    

     

    Notify
the COFACE Agent within thirty (30) days after the acquisition of any
Material Communications Licence and cause any Communications Licence issued by
the FCC that is acquired by the Borrower or any Subsidiary thereof after the
date of this Agreement to be held by a Licence Subsidiary.

     

    
      
         


      

      
        112

        
          

        

      

      
         


      

    


    
      	
              21.8

            	
              Owned Real
      Property

            


    

     

    As soon
as practical, and in any event within thirty (30) days following Financial
Close (as such date may be extended by the COFACE Agent in its reasonable
discretion), or at such later time as may be provided below, with respect to all
owned real property (to the extent located in the United States) of the
Borrower or any of the other Subsidiaries as of the date of this
Agreement:

     

    
      	
               
      

            	
              (a)

            	
              Mortgages

            


    

     

    the
COFACE Agent shall have received a duly authorised, executed and delivered
Mortgage in form and substance reasonably satisfactory to the COFACE
Agent;

     

    
      	
               
      

            	
              (b)

            	
              Title
      Insurance

            


    

     

    the
COFACE Agent shall have received upon its written request therefor a marked-up
commitment for a policy of title insurance, insuring the Finance Parties’ first
priority Liens and showing no Liens (other than those Liens set out in items 7
and 8 of Schedule 17 (Existing
Liens)), prior to the Finance Parties’ Liens other than for ad valorem taxes not yet due
and payable, with title insurance companies acceptable to the COFACE Agent on
the property subject to a Mortgage with the final title insurance policy, being
delivered within sixty (60) days after the date of this Agreement, as such
date may be extended by the COFACE Agent in its reasonable
discretion.  Further, the Borrower agrees to provide or obtain any
customary affidavits and indemnities as may be required or necessary to obtain
title insurance satisfactory to the COFACE Agent;

     

    
      	
               
      

            	
              (c)

            	
              Title
      Exceptions

            


    

     

    the
COFACE Agent shall have received upon its written request therefor copies of all
recorded documents creating exceptions to the title policy referred to in
Clause 21.8(a) (Mortgages);

     

    
      	
               
      

            	
              (d)

            	
              Matters Relating to Flood
      Hazard Properties

            


    

     

    the
COFACE Agent shall have received upon its written request therefor a
certification from the National Research Center, or any successor agency
thereto, regarding each parcel of real property subject to a Mortgage;
and

     

    
      	
               
      

            	
              (e)

            	
              Other Real Property
      Information

            


    

     

    the
COFACE Agent shall have received such other certificates, documents and
information as are reasonably requested by the COFACE Agent, including, without
limitation, engineering and structural reports, permanent certificates of
occupancy and evidence of zoning compliance, each in form and substance
satisfactory to the COFACE Agent.

     

    
      
         


      

      
        113

        
          

        

      

      
         


      

    


    
      	
              21.9

            	
              Leased Real
      Property

            


    

     

    The
Borrower shall use reasonable efforts to cause within thirty (30) days
following the written request therefor by the COFACE Agent (as such date may be
extended by the COFACE Agent in its reasonable discretion), with respect to all
leased real property (to the extent located in the United States) of the
Borrower or any of its Subsidiaries as of the date of this Agreement, the COFACE
Agent to have received a duly authorized, executed and delivered collateral
assignment of lease and related landlord agreement, in each case, in form and
substance satisfactory thereto.

     

    
      	
              21.10

            	
              After Acquired Real Property
      Collateral

            


    

     

    Notify
the COFACE Agent, within ten (10) Business Days after the acquisition of
any owned or leased real property by any Obligor that is not subject to the
existing Security Documents, and within ninety (90) days following request
by the COFACE Agent, deliver or, in the case of leased real property, use
reasonable efforts to deliver, the corresponding documents, instruments and
information required to be delivered pursuant to:

     

    
      	
               
      

            	
              (a)

            	
              Clause 21.8
      (Owned Real
      Property) if such real property is owned;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Clause 21.9
      (Leased Real
      Property) if such real property is
  leased.

            


    

     

    
      	
              21.11

            	
              Hedging
      Agreements

            


    

     

    Not later
than ninety (90) days after the end of any fiscal quarter during which more
than twenty five per cent. (25%) of
revenues is originally denominated in a single currency other than Dollars or
Canadian Dollars, execute foreign currency exchange or swap Hedging Agreements
with the Original Lenders for such currency on terms and conditions reasonably
acceptable to the COFACE Agent.

     

    
      	
              21.12

            	
              Taxation

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Obligor shall (and the Borrower shall ensure that each member of the Group
      will) pay and discharge all Taxes imposed upon it or its assets within the
      time period allowed without incurring penalties unless and only to the
      extent that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              such
      payment is being contested in good
faith;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              adequate
      reserves are being maintained for those Taxes and the costs required to
      contest them which have been disclosed in its latest financial statements
      delivered to the COFACE Agent under Clause 19 (Information
      Undertakings); and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such
      payment can be lawfully withheld and failure to pay those Taxes does not
      have or is not reasonably likely to have a Material Adverse
      Effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Obligor may change its residence for Tax
  purposes.

            


    

     

    
      
         


      

      
        114

        
          

        

      

      
         


      

    


    
      	
              21.13

            	
              Preservation of
      Assets

            


    

     

    The
Borrower shall (and shall ensure that each member of the Group will) maintain in
good working order and condition (ordinary wear and tear excepted) all of its
assets necessary in the conduct of its business.

     

    
      	
              21.14

            	
              Pari
      Passu
      Ranking

            


    

     

    The
Borrower shall (and shall ensure that each Obligor will):

     

    
      	
               
      

            	
              (a)

            	
              procure
      that its obligations under the Finance Documents to which it is a party do
      and will rank at least pari passu with all its
      other present and future unsecured, unsubordinated obligations, save for
      obligations preferred by operation of Applicable Law;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              ensure
      that at all times the claims of each Finance Party against it under the
      Finance Documents to which it is a party rank at least pari passu with the
      claims of all its unsecured creditors save those whose claims are
      preferred by any bankruptcy, insolvency, liquidation or similar Applicable
      Laws of general application.

            


    

     

    
      	
              21.15

            	
              Intellectual
      Property

            


    

     

    The
Borrower shall (and shall ensure that each member of the Group
will):

     

    
      	
               
      

            	
              (a)

            	
              preserve
      and maintain the subsistence and validity of the Intellectual Property
      necessary for the business of the relevant Group
  member;

            


    

     

    
      	
               
      

            	
              (b)

            	
              use
      reasonable endeavours to prevent any infringement in any material respect
      of the Intellectual Property;

            


    

     

    
      	
               
      

            	
              (c)

            	
              make
      registrations and pay all registration fees and taxes necessary to
      maintain the Intellectual Property in full force and effect and record its
      interest in that Intellectual
Property;

            


    

     

    
      	
               
      

            	
              (d)

            	
              not
      use or permit the Intellectual Property to be used in a way or take any
      step or omit to take any step in respect of that Intellectual Property
      which may materially and adversely affect the existence or value of the
      Intellectual Property or imperil the right of any member of the Group to
      use such property; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              not
      discontinue the use of the Intellectual
  Property,

            


    

     

    where
failure to do so, in the case of paragraphs (a) and (b) above, or, in the
case paragraphs (d) and (e) above, such use, permission to use, omission or
discontinuation, is reasonably likely to have a Material Adverse
Effect.

     

    
      	
              21.16

            	
              Access

            


    

     

    If a
Default is continuing or the COFACE Agent reasonably suspects a Default is
continuing or may occur, each Obligor shall, and the Borrower shall ensure that
each member of the Group will permit the COFACE Agent and/or the Security Agent
and/or accountants or other professional advisers and contractors of the COFACE
Agent or Security Agent free access at all reasonable times and on reasonable
notice at the risk and cost of the Borrower to:

     

    
      
         


      

      
        115

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              the
      premises, assets, books, accounts and records of each member of the Group;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              meet
      and discuss matters with management of the
  Group.

            


    

     

    
      	
              21.17

            	
              Further
      Assurance

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall (and shall procure that each member of the Group will)
      promptly do all such acts or execute all such documents (including
      assignments, transfers, mortgages, charges, notices and instructions) as
      the Security Agent may reasonably specify (and in such form as the
      Security Agent may reasonably require in favour of the Security Agent or
      its nominee(s)):

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      perfect a Lien created or intended to be created under or evidenced by the
      Security Documents (which may include the execution of a mortgage, charge,
      assignment or other Lien over all or any of the assets which are, or are
      intended to be, the subject of the Security Documents) or for the exercise
      of any rights, powers and remedies of the Security Agent or the Finance
      Parties provided by or pursuant to the Finance Documents or by Applicable
      Law;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      confer on the Security Agent or confer on the Finance Parties a Lien over
      any property and assets of the Group located in any jurisdiction
      equivalent or similar to a Lien intended to be conferred by or pursuant to
      the Security Documents; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      facilitate the realisation of the assets which are, or are intended to be,
      the subject of a Lien.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall (and shall procure that each member of the Group shall)
      take all such action as is available to it (including making all filings
      and registrations) as may be necessary for the purpose of the creation,
      perfection, protection or maintenance of any Lien conferred or intended to
      be conferred on the Security Agent or the Finance Parties by or pursuant
      to the Finance Documents.

            


    

     

    
      	
              21.18

            	
              Payments under the Satellite
      Construction Contract

            


    

     

    All
payments to be made in accordance with Exhibit F of the Satellite Construction
Contract for the balance of phase 1 and 2 after EDC2 (as such term is defined in
the Satellite Construction Contract) shall be invoiced in Euros by the Supplier
and paid in Dollars using the exchange rate set out in the Thales Direct
Agreement.

     

    
      
         


      

      
        116

        
          

        

      

      
         


      

    

     

    
      	
              22.

            	
              NEGATIVE
      UNDERTAKINGS

            


    

     

    The
undertakings in this Clause 22 (Negative Undertakings) remain
in force from the date of this Agreement for so long as any amount is
outstanding under the Finance Documents or any Commitment is in
force.  The Borrower shall, and shall cause each of its Subsidiaries
to, comply with the undertakings contained in this Clause 22.

     

    
      	
              22.1

            	
              Limitations on Financial
      Indebtedness

            


    

     

    Not
create, incur, assume or suffer to exist any Financial Indebtedness
except:

     

    
      	
               
      

            	
              (a)

            	
              the
      Obligations (excluding any Hedging Obligations permitted pursuant to
      Clause 22.1(c));

            


    

     

    
      	
               
      

            	
              (b)

            	
              Financial
      Indebtedness incurred in connection with the Interest Rate Cap
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Financial
      Indebtedness incurred in connection with a Hedging Agreement required
      pursuant to Clause 21.11 (Hedging
      Agreements);

            


    

     

    
      	
               
      

            	
              (d)

            	
              Financial
      Indebtedness existing on the date of this Agreement and not otherwise
      permitted under this Clause and set out in Schedule 14 (Financial Indebtedness and
      Guarantee Obligations);

            


    

     

    
      	
               
      

            	
              (e)

            	
              Guarantee
      Obligations in favour of the COFACE Agent for the benefit of the COFACE
      Agent and the Finance Parties;

            


    

     

    
      	
               
      

            	
              (f)

            	
              unsecured:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Subordinated
      Indebtedness owed by any Obligor to another
  Obligor;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Subordinated
      Indebtedness owed by any Obligor to a Foreign
  Subsidiary;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Financial
      Indebtedness owed by a Foreign Subsidiary to any Obligor; provided that the
      aggregate amount of such Financial Indebtedness outstanding at any time
      pursuant to this paragraph (iii) shall not exceed the Foreign
      Investment Limitation (calculated without regard to paragraph (b) of
      the definition of Foreign Investment Limitation and excluding the Existing
      Canadian Note) as of any date of
determination;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Financial
      Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              Guarantee
      Obligations by the Borrower on behalf of any Obligor or Foreign Subsidiary
      not to exceed one million Dollars (US$1,000,000) in
    aggregate;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Financial
      Indebtedness pursuant to the following paragraphs (i) to (v) (and any
      extension, renewal, replacement or refinancing thereof, but not to
      increase the aggregate principal amount), provided that at the
      time such Financial Indebtedness is incurred, the COFACE Agent and the
      Lenders shall have received from the Borrower a Compliance Certificate in
      form and substance satisfactory to the COFACE Agent (including an Adjusted
      Consolidated EBITDA Reconciliation for the fiscal period covered by such
      Compliance Certificate), demonstrating that, after giving effect to the
      incurrence of any such Financial Indebtedness, the Borrower will be in
      pro forma
      compliance with the financial covenants set forth in Clause 20 (Financial Covenants)
      applicable at such time:

            


    

     

    
      
         


      

      
        117

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Financial
      Indebtedness of the Borrower and its Subsidiaries incurred in connection
      with Capital Leases and/or purchase money Financial Indebtedness of the
      Borrower and its Subsidiaries in an aggregate amount not to exceed twenty
      five million Dollars (US$25,000,000) on any date of
      determination;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Financial
      Indebtedness of a person existing at the time such person became a
      Subsidiary or assets were acquired from such person not exceeding ten
      million Dollars (US$10,000,000), to the extent such Financial Indebtedness
      was not incurred in connection with or in contemplation of, such person
      becoming a Subsidiary or the acquisition of such assets, which
      transactions in aggregate since the date of this Agreement do not exceed
      at any time twenty five million Dollars
  (US$25,000,000);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Guarantee
      Obligations with respect to Financial Indebtedness permitted pursuant to
      paragraph (g) of this Clause;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Financial
      Indebtedness of Foreign Subsidiaries, not to exceed in the aggregate at
      any time outstanding two million Dollars (US$2,000,000);
    and

            


    

     

    
      	
               
      

            	
              (v)

            	
              Subordinated
      Indebtedness not otherwise permitted pursuant to this Clause in an
      aggregate amount outstanding not to exceed two hundred million Dollars
      (US$200,000,000) at any time, provided that, no Event of
      Default has occurred and is continuing and subject to the prior agreement
      of an Acceptable Intercreditor
Agreement;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Financial
      Indebtedness incurred in respect of workers’ compensation claims,
      self-insurance obligations, bankers’ acceptances, performance, surety and
      similar bonds and completion guarantees provided by the Borrower or one of
      its Subsidiaries in the ordinary course of trading, not to exceed in the
      aggregate at any time outstanding ten million Dollars
      (US$10,000,000);

            


    

     

    
      	
               
      

            	
              (i)

            	
              Financial
      Indebtedness arising from the honouring by a bank or other financial
      institution of a cheque, draft or similar instrument in the ordinary
      course of trading inadvertently drawn against insufficient funds, provided however, that such Financial
      Indebtedness is extinguished within five (5) Business Days and does
      not exceed in the aggregate at any time outstanding ten million Dollars
      (US$10,000,000);

            


    

     

    
      	
               
      

            	
              (j)

            	
              Financial
      Indebtedness arising from any agreement by the Borrower or any of its
      Subsidiaries providing for indemnities, guarantees, purchase price
      adjustments, holdbacks, contingency payment obligations based on the
      performances of the acquired or disposed assets or similar obligations
      incurred by any person in connection with the acquisition or disposition
      of assets or Capital Stock as permitted by this Agreement provided that such
      Financial Indebtedness does not exceed in the aggregate at any time
      outstanding ten million Dollars (US$10,000,000);
  and

            


    

     

    
      
         


      

      
        118

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (k)

            	
              Financial
      Indebtedness otherwise approved by the COFACE Agent in
      writing.

            


    

     

    
      	
              22.2

            	
              Limitations on
      Liens

            


    

     

    Not
create, incur, assume or suffer to exist, any Lien on or with respect to any of
its assets or properties (including, without limitation, shares of Capital
Stock), real or personal, whether now owned or hereafter acquired,
except:

     

    
      	
               
      

            	
              (a)

            	
              Liens
      of the Security Agent or the COFACE Agent (as the case may be) for the
      benefit of the Finance Parties under the Finance
  Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Liens
      not otherwise permitted by this Clause and in existence on the date of
      this Agreement and described in Schedule 17 (Existing
      Liens);

            


    

     

    
      	
               
      

            	
              (c)

            	
              Liens
      for taxes, assessments and other governmental charges or levies not yet
      due or as to which the period of grace if any, related thereto has not
      expired or which are being contested in good faith and by appropriate
      proceedings if adequate reserves are maintained to the extent required by
      GAAP;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      claims of materialmen, mechanics, carriers, warehousemen, processors or
      landlords for labour, materials, supplies or rentals incurred in the
      ordinary course of trading:

            


    

     

    
      	
               
      

            	
              (i)

            	
              which
      are not overdue for a period of more than ninety (90) days;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              which
      are being contested in good faith and by appropriate proceedings if
      adequate reserves are maintained to the extent required by
      GAAP;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Liens
      consisting of deposits or pledges made in the ordinary course of trading
      in connection with, or to secure payment of, obligations under workers’
      compensation, unemployment insurance or similar
    legislation;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Liens
      constituting encumbrances in the nature of zoning restrictions, easements
      and rights or restrictions of record on the use of real property, which in
      the aggregate are not substantial in amount and which do not, in any case,
      detract from the value of such property or impair the use thereof in the
      ordinary conduct of trading;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Liens
      existing on any asset of any person at the time such person becomes a
      Subsidiary or is merged or consolidated with or into a Subsidiary
      which:

            


    

     

    
      	
               
      

            	
              (i)

            	
              were
      not created in contemplation of or in connection with such event;
      and

            


    

     

    
      
         


      

      
        119

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              do
      not extend to or cover any other property or assets of the Borrower or any
      Subsidiary, so long as any Financial Indebtedness related to any such
      Liens are permitted under Clause 22.1(g)(ii) (Limitations on Financial
      Indebtedness):

            


    

     

    
      	
               
      

            	
              (h)

            	
              Liens
      securing Financial Indebtedness permitted under Clause 22.1(g)(i)
      (Limitations on
      Financial Indebtedness) provided
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              such
      Liens shall be created substantially simultaneously with the acquisition
      or lease of the related asset;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such
      Liens do not at any time encumber any property other than the property
      financed by such Financial
Indebtedness;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      amount of Financial Indebtedness secured thereby is not increased;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      principal amount of Financial Indebtedness secured by any such Lien shall
      at no time exceed one hundred per cent. (100%)
      of the original purchase price or lease payment amount of such property at
      the time it was acquired;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Liens
      securing Financial Indebtedness permitted under Clause 22.1(g)(iv)
      (Limitations on
      Financial Indebtedness) provided that such
      liens do not at any time encumber any property other than that of the
      applicable Foreign Subsidiary obliged with respect to such Financial
      Indebtedness;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Liens
      to secure the performance of statutory obligations, surety or appeal
      bonds, performance bonds or other obligations of a like nature incurred in
      the ordinary course of trading;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Liens
      incurred or deposits made in the ordinary course of trading in connection
      with workers’ compensation, unemployment insurance and other types of
      social security;

            


    

     

    
      	
               
      

            	
              (l)

            	
              rights
      of banks to set-off deposits against debts owed to such
    banks;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Liens
      upon specific items of inventory or other goods and proceeds of the
      Borrower and its Subsidiaries securing their obligations in respect of
      bankers’ acceptances issued or created for the account of any such person
      to facilitate the purchase, storage or shipment of such inventory or other
      goods;

            


    

     

    
      	
               
      

            	
              (n)

            	
              Liens
      in favour of customs and revenue authorities arising as a matter of law to
      secure payment of customs duties in connection with the importation of
      goods;

            


    

     

    
      	
               
      

            	
              (o)

            	
              Liens
      encumbering property or assets under construction arising from progress or
      partial payments by a customer of the Borrower or one of its Subsidiaries
      relating to such property or
assets;

            


    

     

    
      	
               
      

            	
              (p)

            	
              Liens
      on assets that are the subject of a sale and leaseback transaction
      permitted by the provisions of this
Agreement;

            


    

     

    
      
         


      

      
        120

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (q)

            	
              Liens
      securing Satellite Vendor Obligations, provided that such Lien
      does not attach or encumber any asset or property of the Borrower or any
      Subsidiary thereof other than the asset or personal property which is the
      subject of such obligation or the Escrow
  Account;

            


    

     

    
      	
               
      

            	
              (r)

            	
              Liens
      securing Financial Indebtedness permitted by Clause 22.1(b) or (c)
      (Limitations on
      Financial Indebtedness);

            


    

     

    
      	
               
      

            	
              (s)

            	
              Liens
      not otherwise permitted under this Agreement securing obligations not at
      any time exceeding in aggregate five million Dollars (US$5,000,000);
      and

            


    

     

    
      	
               
      

            	
              (t)

            	
              Liens
      otherwise approved by the COFACE Agent in
  writing.

            


    

     

    
      	
              22.3

            	
              Limitations on Loans,
      Investments and Acquisitions

            


    

     

    Not
purchase, own, invest in or otherwise acquire, directly or indirectly, any
Capital Stock, interests in any partnership or joint venture (including, without
limitation, the creation or capitalisation of any Subsidiary), evidence of
Financial Indebtedness or other obligation or security, substantially all or a
portion of the business or assets of any other person or any other investment or
interest whatsoever in any other person, or make or permit to exist, directly or
indirectly, any loans, advances or extensions of credit to, or any investment in
cash or by delivery of property in, any person except:

     

    
      	
               
      

            	
              (a)

            	
              investments:

            


    

     

    
      	
               
      

            	
              (i)

            	
              existing
      on the date of this Agreement in Subsidiaries existing on the date of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              after
      the date of this Agreement in:

            


    

     

    
      	
               
      

            	
              (A)

            	
              existing
      Subsidiaries; and/or

            


    

     

    
      	
               
      

            	
              (B)

            	
              Subsidiaries
      formed after the date of this Agreement, provided that, in each
      case:

            


    

     

    
      	
               
      

            	
              (x)

            	
              the
      Borrower and its Subsidiaries comply with the applicable provisions of
      Clause 21.5 (Additional Domestic
      Subsidiaries); and

            


    

     

    
      	
               
      

            	
              (y)

            	
              the
      amount of any such investments in a Foreign Subsidiary shall not exceed
      the Foreign Investment Limitation as of the date of such
      investment;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      other loans, advances and investments described on Schedule 21 (Existing Loans, Investments
      and Advances) existing on the date of this
    Agreement;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              by
      any Subsidiary in the Borrower;

            


    

     

    
      
         


      

      
        121

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              investments
      in:

            


    

     

    
      	
               
      

            	
              (i)

            	
              marketable
      direct obligations issued or unconditionally guaranteed by the
      United States or any agency thereof maturing within one hundred and
      twenty (120) days from the date of acquisition
    thereof;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              commercial
      paper maturing no more than one hundred and twenty (120) days from
      the date of creation thereof and currently having the highest rating
      obtainable from either S&P or
Moody’s;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              certificates
      of deposit maturing no more than one hundred and twenty (120) days
      from the date of creation thereof issued by commercial banks incorporated
      under the laws of the United States, each having combined capital,
      surplus and undivided profits of not less than five hundred million
      Dollars (US$500,000,000) and having a rating of “A” or better from
      either S&P or Moody’s; provided that the
      aggregate amount invested in such certificates of deposit shall not at any
      time exceed five million Dollars (US$5,000,000) for any one such
      certificate of deposit and ten million Dollars (US$10,000,000) for any one
      such bank;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              time
      deposits maturing no more than thirty (30) days from the date of
      creation thereof with commercial banks or savings banks or savings and
      loan associations each having membership either in the FDIC or the
      deposits of which are insured by the FDIC and in amounts not exceeding the
      maximum amounts of insurance thereunder;
and

            


    

     

    
      	
               
      

            	
              (v)

            	
              other
      investments permitted by the Borrower’s investment policy as of the date
      hereof in the form attached at Schedule 28 (Investment
      Policy);

            


    

     

    
      	
               
      

            	
              (c)

            	
              investments
      by the Borrower or any of its Subsidiaries in the form of Permitted
      Acquisitions or Permitted Joint Venture Investments; provided that the
      amount of any such investments in a Foreign Subsidiary (or any entity that
      would constitute a Foreign Subsidiary if the Borrower or one of its
      Subsidiaries owned more than fifty percent (50%) of the outstanding
      Capital Stock of such entity) shall not exceed the Foreign Investment
      Limitation as of the date of such
investment;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Hedging
      Agreements permitted pursuant to Clause 21.11 (Hedging Agreements) and
      any Interest Rate Cap Agreement and investments in collateral accounts
      securing any Hedging Agreements and Interest Rate Cap
      Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              purchases
      of assets in the ordinary course of
trading;

            


    

     

    
      	
               
      

            	
              (f)

            	
              investments
      in the form of loans and advances to employees in the ordinary course of
      trading, which, in aggregate, do not exceed at any time five hundred
      thousand Dollars (US$500,000);

            


    

     

    
      
         


      

      
        122

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (g)

            	
              intercompany
      Financial Indebtedness permitted pursuant to Clause 22.1(e) (Limitations on Financial
      Indebtedness);

            


    

     

    
      	
               
      

            	
              (h)

            	
              loans
      to one (1) or more officers or other employees of the Borrower or its
      Subsidiaries in connection with such officers’ or employees’ acquisition
      of Capital Stock of the Borrower in the ordinary
      course of trading, consistent with the Borrower’s equity incentive plan,
      which, in aggregate, do not exceed at any time five hundred thousand
      Dollars (US$500,000);

            


    

     

    
      	
               
      

            	
              (i)

            	
              endorsement
      of cheques or bank drafts for deposit or collection in the ordinary course
      of trading;

            


    

     

    
      	
               
      

            	
              (j)

            	
              performance,
      surety and appeal bonds;

            


    

     

    
      	
               
      

            	
              (k)

            	
              investments
      consisting of non-cash consideration received by the Borrower or any of
      its Subsidiaries from the sale of assets or Capital Stock of a Subsidiary
      as permitted by this Agreement; and

            


    

     

    
      	
               
      

            	
              (l)

            	
              investments
      in Globaltouch (West Africa) Limited provided
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      amount of such investment does not exceed five million Dollars
      (US$5,000,000) including any such investment made prior to the date of
      this Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      investment complies with paragraphs (b), (d) and (e) of the
      definition of Permitted Joint Venture Investments;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Borrower shall deliver such information relating to the investment as the
      COFACE Agent may reasonably
request.

            


    

     

    
      	
              22.4

            	
              Limitations on Mergers and
      Liquidations

            


    

     

    Not
merge, consolidate or enter into any similar combination with any other person
or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution) except:

     

    
      	
               
      

            	
              (a)

            	
              any
      Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with
      or into the Borrower (provided that the
      Borrower shall be the continuing or surviving person) or with or into any
      Subsidiary Guarantor (provided that the
      Subsidiary Guarantor shall be the continuing or surviving
      person);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of
      any or all of its assets (upon voluntary liquidation or otherwise) to the
      Borrower or any other Wholly-Owned Subsidiary; (provided that if the
      transferor in such a transaction is a Subsidiary Guarantor, then the
      transferee must either be the Borrower or a Subsidiary
      Guarantor);

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Wholly-Owned Subsidiary of the Borrower may merge with or into the person
      such Wholly-Owned Subsidiary was formed to acquire in connection with a
      Permitted Acquisition; and

            


    

     

    
      
         


      

      
        123

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              any
      Subsidiary of the Borrower may wind-up into the Borrower or any Subsidiary
      Guarantor.

            


    

     

    
      	
              22.5

            	
              Limitations on Asset
      Dispositions

            


    

     

    Not make
any Asset Disposition (including, without limitation, the sale of any
receivables and leasehold interests and any sale-leaseback or similar
transaction) except:

     

    
      	
               
      

            	
              (a)

            	
              the
      sale of inventory in the ordinary course of
  trading;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      sale of obsolete, damaged, worn-out or surplus assets no longer needed in
      the business of the Borrower or any of its
  Subsidiaries;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      lease or sub-licence of spectrum subject to a Communications Licence provided that such
      lease or sub-licence is on bona fide arms length
      terms at the time such agreement is entered into and does not have, and
      could not reasonably expected to have, a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to
      Clause 22.4 (Limitations on Mergers and
      Liquidations); and

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      sale or discount without recourse of accounts receivable arising in the
      ordinary course of trading in connection with the compromise or collection
      thereof.

            


    

     

    
      	
              22.6

            	
              Limitations on Dividends and
      Distributions

            


    

     

    The
Borrower shall not pay or make any Shareholder Distribution:

     

    
      	
               
      

            	
              (a)

            	
              prior
      to the end of the Availability Period;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              thereafter,
      unless on the date for the proposed Shareholder
    Distribution:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Debt Service Coverage Ratio calculated by reference
  to:

            


    

     

    
      	
               
      

            	
              (A)

            	
              each
      Debt Service Period preceding the date of calculation;
  and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      audited financial statements delivered in accordance with this
      Agreement,

            


    

     

    for the
twelve (12) Months preceding the date of the proposed Shareholder
Distribution is equal to or more than 1.50:1 (one point five to one) and provided that, any
Shareholder Distribution is made within thirty (30) days of the date on
which such financial statements used in the calculation of the Debt Service
Coverage Ratio were delivered in accordance with this Agreement;

     

    
      	
               
      

            	
              (ii)

            	
              no
      Default shall have occurred and be
continuing;

            


    

     

    
      
         


      

      
        124

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              the
      Debt Service Reserve Account is funded with the DSRA Required Balance
      (both before and immediately after the relevant Shareholder
      Distribution);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Borrower has made payment in full to the Supplier of each of the
      forty eight (48) Satellites;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Debt Service Account is funded with the DSA Required Balance (both before
      and immediately after the relevant Shareholder
    Distribution);

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      Convertible Notes Reserve Account is funded with the CNRA Required Balance
      (both before and immediately after the relevant Shareholder Distribution);
      and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      Borrower has made each mandatory prepayment required pursuant to
      Clause 7.3 (Mandatory Prepayment – Initial
      Excess Cash Flow), Clause 7.4 (Mandatory Prepayment – Ongoing
      Excess Cash Flow) and Clause 7.6 (Mandatory Prepayments – Asset
      Dispositions).

            


    

     

    
      	
              22.7

            	
              Limitations on Exchange and
      Issuance of Capital Stock

            


    

     

    Except as
provided for in the Borrower’s 2006 Equity Incentive Plan and the “Designated Executive Incentive Award
Agreement”, not issue, sell or otherwise dispose of any class or series
of Capital Stock that, by its terms or by the terms of any security into which
it is convertible or exchangeable, is, or upon the happening of an event or
passage of time would be:

     

    
      	
               
      

            	
              (a)

            	
              convertible
      or exchangeable into Financial Indebtedness;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              required
      to be redeemed or repurchased prior to the date that is six
      (6) Months after the Final Maturity Date, including at the option of
      the holder, in whole or in part, or has, or upon the happening of an event
      or passage of time would have, a redemption or similar payment
      due.

            


    

     

    
      	
              22.8

            	
              Transactions with
      Affiliates

            


    

     

    Not
directly or indirectly:

     

    
      	
               
      

            	
              (a)

            	
              make
      any loan or advance to, or purchase or assume any note or other obligation
      to or from, any of its officers, directors, shareholders or other
      Affiliates, or to or from any member of the immediate family of any of its
      officers, directors, shareholders or other Affiliates, or subcontract any
      operations to any of its Affiliates;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              enter
      into, or be a party to, any other transaction not described in
      clause (a) above with any of its Affiliates other
    than:

            


    

     

    
      	
               
      

            	
              (i)

            	
              transactions
      permitted by Clause 22.1 (Limitations on Financial
      Indebtedness), 22.3 (Limitations on Loans,
      Investments and Acquisitions), 22.4 (Limitations on Mergers and
      Liquidations) and 22.7 (Limitations on Exchange and
      Issuance of Capital Stock);

            


    

     

    
      
         


      

      
        125

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              transactions
      existing on the date of this Agreement and described on Schedule 27 (Transactions with
      Affiliates);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              normal
      compensation and reimbursement of reasonable expenses of officers and
      directors including adoption of a restricted stock bonus or purchase
      plan;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              other
      transactions in the ordinary course of trading on terms as favourable as
      would be obtained by it on a comparable arms-length transaction with an
      independent, unrelated third party as determined in good faith by the
      board of directors of the Borrower;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Borrower’s incentive compensation plan described in Schedule 22 (Incentive Plan);
      and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              transactions
      pursuant to the Finance Documents.

            


    

     

    
      	
              22.9

            	
              Certain Accounting Changes;
      Organisational Documents

            


    

     

    
      	
               
      

            	
              (a)

            	
              Not
      change its Fiscal Year end, or make any change in its accounting treatment
      and reporting practices except as required by
  GAAP.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Not
      amend, modify or change:

            


    

     

    
      	
               
      

            	
              (i)

            	
              its
      articles of incorporation (or corporate charter or other similar
      organizational documents); or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              its
      bylaws (or other similar
documents),

            


    

     

    in any
such case, in any manner adverse in any respect to the rights or interests of
the Finance Parties.

     

    
      	
              22.10

            	
              Amendments; Payments and
      Prepayments of Subordinated
Indebtedness

            


    

     

    
      	
               
      

            	
              (a)

            	
              Not
      amend or modify (or permit the modification or amendment of) any of the
      terms or provisions of any Subordinated Indebtedness without the consent
      of the COFACE Agent and the
Lenders.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      in the case of the Convertible Notes, not cancel, forgive, make any
      payment or prepayment on, or redeem or acquire for value including,
      without limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              by
      way of depositing with any trustee with respect thereto money or
      securities before due for the purpose of paving when due;
    and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              at
      the maturity thereof any Subordinated Indebtedness, except refinancings,
      refundings, renewals, extensions or exchange of any Subordinated
      Indebtedness permitted by Clause 22.1(e) (Limitations on Financial
      Indebtedness).

            


    

     

    
      
         


      

      
        126

        
          

        

      

      
         


      

    


    
      	
              22.11

            	
              Restrictive
      Agreements

            


    

     

    Not enter
into or permit to exist any agreement which impairs or limits the ability of any
Subsidiary of the Borrower to pay dividends to the Borrower.

     

    
      	
              22.12

            	
              Nature of
      Business

            


    

     

    Not alter
in any material respect the character or conduct of the business conducted by
the Borrower and its Subsidiaries as of the date of this
Agreement.  Without limiting the foregoing, the Borrower will not
permit or cause any Licence Subsidiary to engage in any line of business or
engage in any other activity (including without limitation incurring
liabilities) other than the ownership of one or more Communications Licences;
provided that, subject
to any restrictions under Applicable Law with respect to Communications
Licences, the Borrower shall cause each of the Licence Subsidiaries to execute
and deliver a Guarantee Agreement and each other Finance Document to which such
Licence Subsidiary is a party.  In no event shall:

     

    
      	
               
      

            	
              (a)

            	
              any
      Licence Subsidiary own any assets other than one (1) or more
      Communications Licences (and assets reasonably related thereto to the
      extent necessary to comply with all Applicable Law);
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              neither
      the Borrower nor any Subsidiary other than a Licence Subsidiary shall hold
      any Communications Licence issued by the
FCC.

            


    

     

    
      	
              22.13

            	
              Impairment of
      Liens

            


    

     

    Not take
or omit to take any action, which might or would have the result of materially
impairing the security interests created in favour of the COFACE Agent with
respect to the Collateral or grant to any person (other than the COFACE Agent
for the benefit of itself and the Lenders pursuant to the Security Documents)
any interest whatsoever in the Collateral, except for Financial Indebtedness
permitted under Clause 22.1 (Limitations on Financial
Indebtedness), Permitted Liens and Asset Dispositions permitted under
Clause 22.5 (Limitations
on Asset Dispositions).

     

    
      	
              22.14

            	
              Excess Cash Flow / Purchase of
      Satellites

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may not agree to the order, purchase, manufacture or delivery of
      any or all Phase 3 Satellites (including acting or failing to act
      under the Satellite Construction Contract) unless it has provided a
      business plan to the COFACE Agent with respect to those Phase 3
      Satellites to be so ordered, purchased, manufactured or delivered (the
      “Relevant
      Satellites”):

            


    

     

    
      	
               
      

            	
              (i)

            	
              prepared
      in good faith by the Borrower and based upon reasonable
      assumptions;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              demonstrating
      compliance with each of the financial covenants contained in
      Clause 20 (Financial Covenants) on
      the date of such business plan and on a thirty six (36) Month
      projected basis;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              demonstrating
      that the Borrower has funds immediately available to it in an amount not
      less than fifty per cent. (50%) of
      the Phase 3 Costs with respect to such Relevant Satellites (the
      “Relevant Funds”);
      and

            


    

     

    
      
         


      

      
        127

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              detailing
      a fully funded business plan for the Phase 3 Costs and the source of
      funding for the remaining fifty per cent. (50%) of
      the relevant Phase 3 Costs with respect to such Relevant
      Satellites.

            


    

     

    For the
avoidance of doubt, nothing in this Clause 22.14 shall oblige the Borrower to
purchase all of the Phase 3 Satellites.

     

    
      	
               
      

            	
              (b)

            	
              The
      Relevant Funds may be by way of Subordinated Debt, Capital Stock and/or
      available Excess Cash Flow and shall be deposited into the Capital
      Expenditure Account and applied solely for the purposes of paying the
      Phase 3 Costs with respect to such Relevant
    Satellites.

            


    

     

    
      	
              22.15

            	
              No
    Hedging

            


    

     

    
      	
               
      

            	
              (a)

            	
              Other
      than in accordance with Clause 21.11 (Hedging Agreements) or
      by way of the Interest Rate Cap Agreements, the Borrower shall not,
      without the consent of the COFACE Agent, enter into any Hedging
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Hedging
      Agreements shall not be entered into with any parties other than the
      Original Lenders.

            


    

     

    
      	
              22.16

            	
              Commercial
      Contracts

            


    

     

    
      	
               
      

            	
              (a)

            	
              Not
      amend or grant any waiver:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      respect of any provision of any Commercial Contract relating to the first
      twenty four (24) Satellites, if such amendment or waiver
      would or could reasonably be expected to adversely affect the Lenders;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      respect of any other provision of any Commercial Contract not referred to
      in paragraph (a)(i) above, if such amendment or waiver would or could
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Not
      exercise the option to order from the Supplier up to eighteen (18)
      additional recurring Spacecraft (as such term is defined in the Satellite
      Construction Contract) pursuant to Article 29(B) (Options) of the
      Satellite Construction Contract without the prior written consent of the
      COFACE Agent.

            


    

     

    
      	
              23.

            	
              EVENTS
      OF DEFAULT

            


    

     

    Each of
the events or circumstances set out in Clause 23 (Events of Default) is an
Event of Default.

     

    
      
         


      

      
        128

        
          

        

      

      
         


      

    


    
      	
              23.1

            	
              Non-Payment

            


    

     

    An
Obligor does not pay on the due date any amount payable pursuant to a Finance
Document at the place and in the currency in which it is expressed to be payable
unless:

     

    
      	
               
      

            	
              (a)

            	
              its
      failure to pay is caused by:

            


    

     

    
      	
               
      

            	
              (i)

            	
              administrative
      or technical error; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      Disruption Event; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              payment
      is made within:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of paragraph (a)(i)
above:

            


    

     

    
      	
               
      

            	
              (A)

            	
              in
      the case of payments of principal and interest, within two
      (2) Business Days of its due date;
or

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the case of any other payment, within four (4) Business Days of its
      due date; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of paragraph (a)(ii)
above:

            


    

     

    
      	
               
      

            	
              (A)

            	
              in
      the case of payments of principal and interest, within three
      (3) Business Days of the cessation (or reasonable avoidance) of such
      Disruption Event; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the case of any other payment, within five (5) Business Days of the
      cessation (or reasonable avoidance) of such Disruption
    Event.

            


    

     

    
      	
              23.2

            	
              Financial
      Covenants

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      requirement of Clause 20 (Financial Covenants) is
      not satisfied.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Event of Default under paragraph (a) above will occur if the failure
      to comply is capable of remedy and is remedied within thirty
      (30) days of the COFACE Agent giving notice to the Borrower or the
      Borrower becoming aware of the failure to
  comply.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      Event of Default under paragraph (a) above will occur if no later than the
      date that is thirty (30) days after the Relevant Period, the Borrower has
      received an Equity Cure Contribution (a “Relevant Contribution”)
      and the Borrower satisfies the relevant covenant recalculated to take into
      account all or part of such Relevant Contribution, provided that, the
      Borrower may not cure a breach of a relevant covenant as contemplated
      under this paragraph (c) for more than two (2) successive Relevant Periods
      of calculation or for more than five (5) Relevant Periods in aggregate
      prior to the Final Maturity Date.

            


    

     

    
      
         


      

      
        129

        
          

        

      

      
         


      

    


    
      	
              23.3

            	
              Other
      Obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              An
      Obligor does not comply with any provision of the Finance Documents (other
      than those referred to in Clause 7.1 (Payments to the Convertible
      Note Reserve Account) of the Accounts Agreement, Clause 23.1
      (Non-Payment) and
      Clause 23.2 (Financial
      Covenants)).

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Event of Default under paragraph (a) above will occur if the failure
      to comply is capable of remedy and is remedied within ten
      (10) Business Days of the COFACE Agent giving notice to the Borrower
      or the Borrower becoming aware of the failure to
  comply.

            


    

     

    
      	
              23.4

            	
              Misrepresentation

            


    

     

    Any
representation or statement made by an Obligor in the Finance Documents or any
other document delivered by or on behalf of an Obligor under or in connection
with any Finance Document is or proves to have been incorrect or misleading when
made or deemed to be made and, if capable of remedy, is not remedied within
twenty (20) Business Days of the COFACE Agent giving notice to the Borrower
or an Obligor becoming aware of such misrepresentation.

     

    
      	
              23.5

            	
              Cross
      Default

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      Financial Indebtedness of any Material Subsidiary is not paid when due nor
      within any originally applicable grace
period.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      Financial Indebtedness of any Material Subsidiary is declared to be or
      otherwise becomes due and payable prior to its specified maturity as a
      result of an event of default (however
  described).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      commitment for any Financial Indebtedness of any Material Subsidiary is
      cancelled or suspended by a creditor of any Material Subsidiary as a
      result of an event of default (however
  described).

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      creditor of any Material Subsidiary becomes entitled to declare any
      Financial Indebtedness of any Material Subsidiary due and payable prior to
      its specified maturity as a result of an event of default (however
      described).

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      Event of Default will occur under this Clause 23.5 if the aggregate
      amount of Financial Indebtedness or commitment for Financial Indebtedness
      falling within paragraphs (a) to (d) above is less than five
      million Dollars (US$5,000,000) (or its equivalent in any other currency or
      currencies).

            


    

     

    
      	
              23.6

            	
              Insolvency

            


    

     

    Any
Material Subsidiary shall:

     

    
      	
               
      

            	
              (a)

            	
              commence
      a voluntary case (or analogous motion) under the federal bankruptcy laws
      or under other laws, domestic or foreign, relating to bankruptcy,
      insolvency, reorganisation, winding-up or adjustment of debts or analogous
      proceedings;

            


    

     

    
      
         


      

      
        130

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              file
      a petition (or analogous motion) seeking to take advantage of any other
      laws, domestic or foreign, relating to bankruptcy, insolvency,
      reorganisation, winding-up, composition for adjustment of debts or
      analogous proceedings;

            


    

     

    
      	
               
      

            	
              (c)

            	
              consent
      to or fail to contest in a timely and appropriate manner any petition
      filed against it in an involuntary case under such bankruptcy laws or
      other laws;

            


    

     

    
      	
               
      

            	
              (d)

            	
              apply
      for or consent to, or fail to consent in a timely and appropriate manner,
      the appointment of, or the taking of possession by, a receiver, custodian,
      trustee or liquidator of itself or of a substantial part of its property,
      domestic or foreign;

            


    

     

    
      	
               
      

            	
              (e)

            	
              admit
      in writing its inability to pay its debts as they become
    due;

            


    

     

    
      	
               
      

            	
              (f)

            	
              make
      a general assignment for the benefit of
  creditors;

            


    

     

    
      	
               
      

            	
              (g)

            	
              take
      any corporate action for the purpose of authorising any of the foregoing;
      or

            


    

     

    
      	
               
      

            	
              (h)

            	
              suspend
      or threaten to suspend making payment on any of its debts or by reason of
      actual or anticipated financial difficulties commences negotiations with
      one (1) or more of its creditors with a view to rescheduling any of
      its indebtedness (other than the Finance Parties in connection with this
      Agreement).

            


    

     

    
      	
              23.7

            	
              Insolvency
      Proceedings

            


    

     

    A case or
other proceeding shall be commenced against a Material Subsidiary in any court
of competent jurisdiction and such case or proceeding shall continue without
dismissal or stay for a period of sixty (60) consecutive days,
seeking:

     

    
      	
               
      

            	
              (a)

            	
              relief
      under the federal bankruptcy laws or under other laws, domestic or
      foreign, relating to bankruptcy, insolvency, reorganisation, winding-up or
      adjustment of debts or analogous proceedings;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      appointment of a trustee, receiver, custodian, liquidator or the like for
      a Material Subsidiary or for all or any substantial part of their
      respective assets, domestic or foreign, or an order granting the relief
      requested in such case or proceeding (including, but not limited to, an
      order for relief under such federal bankruptcy laws or under other laws,
      domestic or foreign, relating to bankruptcy, insolvency, reorganisation,
      winding-up or adjustment of debts or analogous proceedings) shall be
      entered.

            


    

     

    
      
         


      

      
        131

        
          

        

      

      
         


      

    

     

    
      
        	
                23.8

              	
                Creditors’
      Process

              


      

    

     

    Any
attachment, sequestration, distress or execution or any analogous process in any
jurisdiction affects any asset or assets of a Material Subsidiary having an
aggregate value of one million Dollars (US$1,000,000) and is not discharged
within twenty (20) Business Days or such longer period of time if such
Material Subsidiary is contesting such process in good faith provided that, such
process:

     

    
      	
               
      

            	
              (a)

            	
              is
      in any event discharged within one hundred and eighty (180) days;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              does
      not have or could not reasonably be likely to have a Material Adverse
      Effect.

            


    

     

    
      
        	
                23.9

              	
                Unlawfulness and
      Invalidity

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              It
      is or becomes unlawful for an Obligor, or any other member of the Group
      party to an Acceptable Intercreditor Agreement, to perform any of its
      obligations under the Transaction Documents or any Acceptable
      Intercreditor Agreement to which it is a party or any Lien created or
      expressed to be created or evidenced by a Security Document ceases to be
      effective or any subordination under any Acceptable Intercreditor
      Agreement is or becomes unlawful.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      obligation or obligations of any Obligor under any Finance Document, or
      any other member of the Group under an Acceptable Intercreditor Agreement,
      are not or cease to be legal, valid, binding or enforceable and the
      cessation individually or cumulatively materially and adversely affects
      the interests of the Lenders under the Finance Documents or Acceptable
      Intercreditor Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      Transaction Document is terminated or ceases to be in full force and
      effect or any Lien or subordination created under a Security Document or
      an Acceptable Intercreditor Agreement ceases to be legal, valid, binding,
      enforceable or effective or is alleged by a party to it (other than a
      Finance Party) to be ineffective.

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      Event of Default under paragraphs (b) and (c) above will occur
      in respect of a Finance Document (other than this Agreement and an
      Acceptable Intercreditor Agreement) if the failure to comply is capable of
      remedy and is remedied within three (3) Business Days of the COFACE
      Agent giving notice to the Borrower or the Borrower becoming aware of the
      failure to comply.

            


    

     

    
      	
              23.10

            	
              Material Adverse
      Change

            


    

     

    Any event
or circumstance occurs which the Majority Lenders reasonably believe has or is
reasonably likely to have a Material Adverse Effect provided that, no Event of
Default shall occur under this Clause 23.10 if
such event or circumstance is capable of being remedied and is remedied to the
satisfaction of the COFACE Agent within thirty (30) days of the COFACE
Agent giving notice to the Borrower or the Borrower the becoming aware of the
occurrence of such event or circumstance.

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

     

    
      	
              23.11

            	
              Repudiation and Rescission of
      Agreements

            


    

     

    An
Obligor (or any other relevant party) rescinds or purports to rescind or
repudiates or purports to repudiate a Transaction Document or evidences an
intention to rescind or repudiate a Transaction Document, which has or is likely
to have a Material Adverse Effect.

     

    
      	
              23.12

            	
              Expropriation

            


    

     

    The
authority or ability of a Material Subsidiary to conduct its business is limited
or wholly or substantially curtailed by any seizure, expropriation,
nationalisation, intervention, restriction or other action by or on behalf of
any governmental, regulatory or other authority or other person in relation to
any Material Subsidiary or any of its assets.

     

    
      	
              23.13

            	
              Litigation

            


    

     

    Any
litigation, arbitration, administrative, governmental, regulatory or other
investigations, proceedings or disputes are commenced or threatened against any
Material Subsidiary or its assets which has or is reasonably likely to have a
Material Adverse Effect unless such action is frivolous or
vexatious.

     

    
      	
              23.14

            	
              Audit
      Qualification

            


    

     

    The
auditors of the Group qualify the audited annual consolidated financial
statements of the Group to an extent that has or could reasonably by expected to
have a Material Adverse Effect.

     

    
      	
              23.15

            	
              ERISA Termination
      Event

            


    

     

    The
occurrence of any of the following events:

     

    
      	
               
      

            	
              (a)

            	
              any
      Obligor or any ERISA Affiliate fails to make full payment when due of all
      amounts which, under the provisions of any Pension Plan or Multiemployer
      Plan or Section 412 of the Code, or Section 302 of ERISA, such
      Obligor or ERISA Affiliate is required to pay as contributions
      thereto;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      “unpaid minimum required
      contribution” or an “accumulated funding
      deficiency” (as defined or otherwise set forth in Section 4971
      of the Code or Part 3 of Subtitle B of Title I of ERISA) in
      excess of two million five hundred thousand Dollars (US$2,500,000) occurs
      or exists, whether or not waived, with respect to any Pension
      Plan;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Borrower or any ERISA Affiliate as an employer under one (1) or more
      Multiemployer Plans makes a complete or partial withdrawal from any such
      Multiemployer Plan and the plan sponsor of such Multiemployer Plan
      notifies such withdrawing employer that such employer has incurred a
      withdrawal liability requiring payments in an amount exceeding two million
      five hundred thousand Dollars (US$2,500,000);
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              (i)

            	
              any
      ERISA Termination Event;

            


    

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Unfunded Pension Liability (taking into account only Pension Plans with
      positive Unfunded Pension Liabilities);
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      potential withdrawal liability under Section 4201 of ERISA, if each
      Obligor and ERISA Affiliate were to withdraw completely from any and all
      Multiemployer Plans,

            


    

     

    and the
events described in paragraphs (d)(i), (ii) and (iii), either individually
or in the aggregate, have resulted, or would be reasonably expected to result,
in a material liability of any Obligor or any ERISA Affiliate.

     

    
      	
              23.16

            	
              Environmental

            


    

     

    Any
one (1) or more Environmental Claims shall have been asserted against the
Borrower or any of its Subsidiaries; the Borrower or any of its Subsidiaries
would be reasonably likely to incur liability as a result thereof; and such
liability would be reasonably likely, individually or in the aggregate, to have
a Material Adverse Effect.

     

    
      	
              23.17

            	
              Failure to Bring Satellites in
      Service

            


    

     

    The
Borrower has failed to achieve:

     

    
      	
               
      

            	
              (a)

            	
              Individual
      In-Orbit Acceptance with respect to six (6) Satellites delivered under the
      Satellite Construction Contract by 30 March 2011;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Final
      In-Orbit Acceptance by 1 January
2012.

            


    

     

    
      	
              23.18

            	
              Debt Service Reserve
      Account

            


    

     

    
      	
               
      

            	
              (a)

            	
              At
      any time after the date of this Agreement the Debt Service Reserve Account
      is not fully funded with the DSRA Required Balance within five
      (5) Business Days of any drawdown of such Project
      Account.

            


    

     

    
      	
               
      

            	
              (b)

            	
              At
      any time the Debt Service Reserve Account is not fully funded with the
      DSRA Required Cash Balance within five (5) Business Days of any drawdown
      of such Project Account.

            


    

     

    
      	
              23.19

            	
              Contingent Equity Required
      Balance

            


    

     

    The sum
of the Thermo Contingent Equity Account and the Borrower Contingent Equity
Account is at any time prior to the Contingent Equity Release Date less than the Contingent
Equity Required Balance.

     

    
      	
              23.20

            	
              COFACE Insurance
      Policy

            


    

     

    The
credit insurance cover under the COFACE Insurance Policy extended by COFACE in
favour of the Lenders in respect of each Facility ceases to be in full force and
effect for a reason attributable to the Borrower.

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

     

    
      	
              24.

            	
              REMEDIES
      UPON AN EVENT OF DEFAULT

            


    

     

    On and at
any time after the occurrence of an Event of Default which is continuing, the
COFACE Agent may, and it shall if so directed by the Majority Lenders, by notice
to the Borrower:

     

    
      	
               
      

            	
              (a)

            	
              cancel
      the Total Commitments whereupon they shall immediately be cancelled and no
      further Utilisations shall be requested or made under a Facility;
      and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              declare
      that all or part of the Loans, together with accrued interest, and all
      other amounts accrued or outstanding under the Finance Documents be
      immediately due and payable, whereupon the same shall become immediately
      due and payable; and/or

            


    

     

    
      	
               
      

            	
              (c)

            	
              declare
      that all or part of the Loans are payable on demand, whereupon they shall
      become immediately due and payable;
and/or

            


    

     

    
      	
               
      

            	
              (d)

            	
              exercise
      or direct the Security Agent to exercise any or all of its rights,
      remedies, powers or discretions under the Finance Documents;
      and/or

            


    

     

    
      	
               
      

            	
              (e)

            	
              exercise
      all other contractual and legal rights of the Finance Parties in respect
      of any Liens; and/or

            


    

     

    
      	
               
      

            	
              (f)

            	
              take
      any other action and pursue any other remedies available under Applicable
      Law or under the Finance Documents.

            


    

     

    
      	
              25.

            	
              SECURITY

            


    

     

    Unless
expressly provided to the contrary, the Security Agent holds any security
created by a Security Document for the Finance Parties on the terms set out in
Schedule 6 (The Security
Agent).

     

    
      	
              26.

            	
              CHANGES
      TO THE LENDERS

            


    

     

    
      
        	
                26.1

              	
                Assignments and Transfers by
      the Lenders

              


      

    

     

    Subject
to this Clause 26 (Changes to the Lenders), a
Lender (the “Existing
Lender”) may:

     

    
      	
               
      

            	
              (a)

            	
              assign
      any of its rights; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              transfer
      by novation any of its rights and
obligations,

            


    

     

    to
another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the “New Lender”).

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    

      

      
        	
                26.2

              	
                Conditions of Assignment or
      Transfer

              


      

    

    
       

      
        	
                 
      

              	
                (a)

              	
                The
      consent of the Borrower is required for an assignment of transfer by an
      Existing Lender, provided that no
      consent shall be required to be obtained from the Borrower if such
      transfer or assignment is:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      a Qualifying Lender or to an existing Lender (or any of its
      Affiliates);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                made
      at any time when a Default has occurred and is continuing;
      and/or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                required
      by any Applicable Law.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      consent of the Borrower to an assignment or transfer must not be
      unreasonably withheld or delayed.  The Borrower will be deemed
      to have given its consent five (5) Business Days after the Existing
      Lender has requested it unless the consent is expressly refused by the
      Borrower within that time.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      consent of the Borrower to an assignment must not be withheld solely
      because the assignment or transfer may result in an increase to the
      Mandatory Cost.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                An
      assignment will only be effective
on:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                receipt
      by the COFACE Agent of written confirmation from the New Lender (in form
      and substance satisfactory to the COFACE Agent) that the New Lender will
      assume the same obligations to the other Finance Parties as it would have
      been under if it was an Original
Lender;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                performance
      by the COFACE Agent of all necessary “know your customer” or
      other similar checks under all applicable laws and regulations in relation
      to such assignment to a New Lender, the completion of which the COFACE
      Agent shall promptly notify to the Existing Lender and the New Lender;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                when
      the COFACE Agent updates the Register (as defined in Clause 26.8
      (Register) below)
      in accordance with the provisions of Clause 26.8 (Register)
      below.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                A
      transfer will only be effective if the procedure set out in
      Clause 26.5 (Procedure for Transfer)
      is complied with.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                If:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, an Obligor would be obliged to make a payment to the New
      Lender or Lender acting through its new Facility Office under
      Clause 13 (Tax
      gross-up and indemnities) or Clause 14 (Increased
      Costs),

              


      

       

      
        
          
          

        

        
          136

          
            

          

        

        
          
          

        

      

       

      then the
New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender or
Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.

       

      
        
          	
                  26.3

                	
                  Assignment or Transfer
      Fee

                


        

      

       

      The New
Lender shall, on the date upon which an assignment or transfer takes effect, pay
to the COFACE Agent (for its own account) a fee of two thousand Dollars
(US$2,000).

       

      
        
          	
                  26.4

                	
                  Limitation of Responsibility of
      Existing Lenders

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Unless
      expressly agreed to the contrary, an Existing Lender makes no
      representation or warranty and assumes no responsibility to a New Lender
      for:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents or any other
documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      financial condition of the Borrower or the status of the
      Project;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      performance and observance by the Borrower of its obligations under the
      Finance Documents or any other documents;
or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      accuracy of any statements (whether written or oral) made in or in
      connection with any Finance Document or any other
  document,

              


      

       

      and any
representations or warranties implied by law are excluded.

       

      
        	
                 
      

              	
                (b)

              	
                Each
      New Lender confirms to the Existing Lender and the other Finance Parties
      that it:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                has
      made (and shall continue to make) its own independent investigation and
      assessment of the financial condition and affairs of each Obligor and its
      related entities in connection with its participation in this Agreement
      and has not relied exclusively on any information provided to it by the
      Existing Lender in connection with any Finance Document;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                will
      continue to make its own independent appraisal of the creditworthiness of
      each Obligor and its related entities whilst any amount is or may be
      outstanding under the Finance Documents or any Commitment is in
      force.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Nothing
      in any Finance Document obliges an Existing Lender
  to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause 26;
  or

              


      

       

      
        
          
          

        

        
          137

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by any Obligor of its obligations under the Finance
      Documents or otherwise.

              


      

       

      
        
          	
                  26.5

                	
                  Procedure for
      Transfer

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to the conditions set out in Clause 26.2 (Conditions of Assignment or
      Transfer) a transfer is effected in accordance with
      paragraph (c) below when the COFACE Agent executes an otherwise duly
      completed Transfer Certificate delivered to it by the Existing Lender and
      the New Lender and updates the Register (as defined in Clause 26.8
      (Register) below)
      in accordance with the provisions of Clause 26.8 (Register)
      below.  The COFACE Agent shall, subject to paragraph (b)
      below, as soon as reasonably practicable after receipt by it of a duly
      completed Transfer Certificate appearing on its face to comply with the
      terms of this Agreement and delivered in accordance with the terms of this
      Agreement, execute that Transfer
Certificate.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      COFACE Agent shall only be obliged to execute a Transfer Certificate
      delivered to it by the Existing Lender and the New Lender once it is
      satisfied it has complied with all necessary “know your customer” or
      other similar checks under all applicable laws and regulations in relation
      to the transfer to such New Lender.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                On
      the Transfer Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by novation its rights and obligations under the Finance
      Documents each of the Obligors and the Existing Lender shall be released
      from further obligations towards one another under the Finance Documents
      and their respective rights against one another under the Finance
      Documents shall be cancelled (being the “Discharged Rights and
      Obligations”);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Borrower and the New Lender shall assume obligations towards one another
      and/or acquire rights against one another which differ from the Discharged
      Rights and Obligations only insofar as that Obligor and the New Lender
      have assumed and/or acquired the same in place of that Obligor and the
      Existing Lender;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      COFACE Agent, the Security Agent, each Mandated Lead Arranger, the New
      Lender and other Lenders shall acquire the same rights and assume the same
      obligations between themselves as they would have acquired and assumed had
      the New Lender been an Original Lender with the rights and/or obligations
      acquired or assumed by it as a result of the transfer and to that extent
      the COFACE Agent, each Mandated Lead Arranger, the Security Agent and the
      Existing Lender shall each be released from further obligations to each
      other under the Finance Documents;
and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      New Lender shall become a Party as a “Lender”.

              


      

       

      
        
          
          

        

        
          138

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                For
      the avoidance of doubt, for the purposes of article 1278 of
      the French Civil Code and only in relation to the Pledge of Bank Accounts,
      it is expressly agreed that the Pledge of Bank Accounts shall be preserved
      for the benefit of the New Lender and all other Finance
      Parties.

              


      

       

      
        
          	
                  26.6

                	
                  Copy of Transfer Certificate to
      Borrower

                


        

      

       

      The
COFACE Agent shall, as soon as reasonably practicable after it has executed a
Transfer Certificate, send to the Borrower a copy of that Transfer
Certificate.

       

      
        
          	
                  26.7

                	
                  Disclosure of
      information

                


        

      

       

      Any
Lender may disclose to any of its Affiliates and any other person:

       

      
        	
                 
      

              	
                (a)

              	
                to
      (or through) whom that Lender assigns or transfers (or may potentially
      assign or transfer) all or any of its rights and obligations under this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                with
      (or through) whom that Lender enters into (or may potentially enter into)
      any sub-participation in relation to, or any other transaction under which
      payments are to be made by reference to, this Agreement or any Obligor;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      whom, and to the extent that, information is required to be disclosed by
      any applicable law or regulation,

              


      

       

      any
information about the Borrower, Thermo, the Group and the Finance Documents as
that Lender shall consider appropriate if, in relation to paragraphs (a)
and (b) above, the person to whom the information is to be given has entered
into a Confidentiality Undertaking.

       

      
        
          	
                  26.8

                	
                  Register

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Borrower hereby designates the COFACE Agent, and the COFACE Agent agrees,
      to serve as the Borrower’s agent, solely for purposes of this
      Clause 26.8, to maintain a register (the “Register”) on which it
      will record the Commitments from time to time of each of the Lenders and
      each repayment in respect of the principal amount of the Loans of each
      Lender.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Failure
      to make any such recordation, or any error in such recordation shall not
      affect the Borrower’s obligations in respect of such
  Loans.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                With
      respect to any Lender, the transfer or assignment of the Commitments of
      such Lender and the rights to the principal of, and interest on, any Loan
      made pursuant to such Commitments shall not be effective
      until:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Transfer Certificate has been executed by the COFACE Agent;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      transfer is recorded on the Register maintained by the COFACE Agent with
      respect to ownership of such Commitments and Loans.  Prior to
      such recordation all amounts owing to the transferor with respect to such
      Commitments and Loans shall remain owing to the
  transferor.

              


      

       

      
        
          
          

        

        
          139

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                The
      registration of an assignment or transfer of all or part of any
      Commitments and Loans shall be recorded by the COFACE Agent on the
      Register only upon the acceptance by the COFACE Agent of a properly
      executed and delivered Transfer Certificate pursuant to this
      Clause 26.8.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Borrower agrees to indemnify the COFACE Agent from and against any and all
      losses, claims, damages and liabilities of whatsoever nature which may be
      imposed upon, asserted against or incurred by the COFACE Agent in
      performing its duties under this Clause 26.8 except to the extent
      resulting from the gross negligence or wilful misconduct of the COFACE
      Agent (as determined by a court of competent jurisdiction in a final and
      non-appealable decision).

              


      

       

      
        	
                27.

              	
                CHANGES
      TO THE BORROWER

              


      

       

      The
Borrower may not assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.

       

      
        	
                28.

              	
                ROLE
      OF THE COFACE AGENT, THE SECURITY AGENT AND THE MANDATED LEAD
      ARRANGERS

              


      

       

      
        
          	
                  28.1

                	
                  Appointment of the COFACE Agent
      and the Security Agent

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      other Finance Party (other than the Security Agent) appoints the COFACE
      Agent to act as its agent under and in connection with the Finance
      Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      other Finance Party (other than the COFACE Agent) appoints the Security
      Agent to act as its security agent and security trustee under and in
      connection with the Finance
Documents.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      other Finance Party authorises the COFACE Agent and the Security Agent to
      exercise the rights, powers, authorities and discretions specifically
      given to the COFACE Agent and the Security Agent under or in connection
      with the Finance Documents together with any other incidental rights,
      powers, authorities and
discretions.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Each
      other Finance Party (other than the COFACE Agent) appoints the Security
      Agent to enforce any Security expressed to be created under the Security
      Documents as agent (or as otherwise provided) on its behalf, subject
      always to the terms of the Finance
Documents.

              


      

       

      
        
          	
                  28.2

                	
                  Appointment of the Security
      Agent (France)

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      Finance Party (other than the Security Agent) as “mandants” under French
      law irrevocably:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                appoints
      the Security Agent to act as its agent (“mandataire” under
      French law) under and in connection with the Borrower Pledge of Bank
      Accounts, the Thermo Pledge of Bank Account and each Delegation Agreement
      (the “French Security
      Documents”); and

              


      

       

      
        
          
          

        

        
          140

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                authorises
      the Security Agent to execute for and on its behalf the French Security
      Documents and to perform the duties and to exercise the rights, powers and
      discretions that are specifically delegated to it under or in connection
      with the French Security Documents, together with any other rights, powers
      and discretions which are incidental thereto and to give a good discharge
      for any moneys payable under the French Security
  Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Security Agent will act solely for itself and as agent for the other
      Finance Parties in carrying out its functions as agent under the French
      Security Documents.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      relationship between the Finance Parties (other than the Security Agent)
      and the Security Agent is that of principal (“mandant” under French
      law) and agent (“mandataire” under
      French law) only.  The Security Agent shall not have, nor be
      deemed to have, assumed any obligations to, or trust or fiduciary
      relationship with, any party to this Agreement other than those for which
      specific provision is made by the French Security Documents and, to the
      extent permissible under French law, the other provisions of this
      Agreement, which shall be deemed to be incorporated in this
      Clause 28.2, where reference is made to the French Security
      Documents.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      Clause 39 (Governing law), this
      Clause 28.2 shall be governed by, and construed in accordance with,
      French law.  Notwithstanding Clause 40.1 (Jurisdiction), any
      dispute arising out of this Clause 28.2 shall be submitted to the
      Tribunal de Commerce de
      Paris.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Each
      Finance Party, the Security Agent and the Borrower irrevocably acknowledge
      that the existence and extent of the Security Agent’s authority resulting
      from this Clause 28.2 and the effects of the Security Agent’s
      exercise of this authority shall be governed by French
  law.

              


      

       

      
        
          	
                  28.3

                	
                  Duties of the COFACE Agent and
      the Security Agent

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      of the COFACE Agent and the Security Agent shall promptly forward to a
      Party the original or a copy of any document which is delivered to the
      COFACE Agent or the Security Agent for that Party by any other
      Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Except
      where a Finance Document specifically provides otherwise, neither the
      COFACE Agent nor the Security Agent is obliged to review or check the
      adequacy, accuracy or completeness of any document it forwards to another
      Party.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the COFACE Agent or the Security Agent receives notice from a Party
      referring to this Agreement, describing a Default and stating that the
      circumstance described is a Default, it shall promptly notify the Finance
      Parties.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If
      the COFACE Agent is aware of the non-payment of any principal, interest,
      commitment fee or other fee payable to a Finance Party (other than the
      COFACE Agent, the Security Agent or a Mandated Lead Arranger) under this
      Agreement it shall promptly notify the other Finance
    Parties.

              


      

       

      
        
          
          

        

        
          141

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (e)

              	
                The
      COFACE Agent’s and the Security Agent’s duties under the Finance Documents
      are solely mechanical and administrative in
  nature.

              


      

       

      
        
          	
                  28.4

                	
                  Role of the Mandated Lead
      Arrangers

                


        

      

       

      Except as
specifically provided in the Finance Documents, no Mandated Lead Arranger has
any obligations of any kind to any other Party under or in connection with any
Finance Document.

       

      
        
          	
                  28.5

                	
                  No Fiduciary
      Duties

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Nothing
      in this Agreement constitutes the COFACE Agent, the Security Agent (except
      as expressly provided in the Finance Documents) or a Mandated Lead
      Arranger as a trustee or fiduciary of any other
  person.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Neither
      the COFACE Agent, the Security Agent (except as expressly provided in the
      Finance Documents) nor the Mandated Lead Arrangers shall be bound to
      account to any Lender for any sum or the profit element of any sum
      received by it for its own account.

              


      

       

      
        
          	
                  28.6

                	
                  Business with the
      Group

                


        

      

       

      The
COFACE Agent, the Security Agent and the Mandated Lead Arrangers may accept
deposits from, lend money to and generally engage in any kind of banking or
other business with any member of the Group.

       

      
        
          	
                  28.7

                	
                  Rights and Discretions of the
      COFACE Agent and the Security
Agent

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      of the COFACE Agent and the Security Agent may rely
  on:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      representation, notice or document believed by it to be genuine, correct
      and appropriately authorised; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      statement made by a director, authorised signatory or employee of any
      person regarding any matters which may reasonably be assumed to be within
      his knowledge or within his power to
verify.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      of the COFACE Agent and the Security Agent may assume (unless it has
      received notice to the contrary in its capacity as agent for the Lenders)
      that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                no
      Default has occurred (unless it has actual knowledge of a Default arising
      under Clause 23.1 (Non-Payment));

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      notice or request made by the Borrower (other than a Utilisation Request)
      is made on behalf of and with the consent and knowledge of the
      Borrower.

              


      

       

      
        
          
          

        

        
          142

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      of the COFACE Agent and the Security Agent may engage, pay for and rely on
      the advice or services of any lawyers, accountants, surveyors or other
      experts.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Each
      of the COFACE Agent and the Security Agent may act in relation to the
      Finance Documents through its personnel and
  agents.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Each
      of the COFACE Agent and the Security Agent may disclose to any other Party
      any information it reasonably believes it has received as agent under this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Notwithstanding
      any other provision of any Finance Document to the contrary, neither the
      COFACE Agent, the Security Agent nor a Mandated Lead Arranger is obliged
      to do or omit to do anything if it would or might in its reasonable
      opinion constitute a breach of any law or a breach of a fiduciary duty or
      duty of confidentiality.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Save
      as expressly otherwise provided in any Finance Document, the Security
      Agent may exercise its trusts, powers and authorities under the Finance
      Documents in its absolute and unconditional
  discretion.

              


      

       

      
        
          	
                  28.8

                	
                  Majority Lenders’
      Instructions

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Unless
      a contrary indication appears in a Finance Document, each of the COFACE
      Agent and the Security Agent shall:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                exercise
      any right, power, authority or discretion vested in it in accordance with
      any instructions given to it by the Majority Lenders (or, if so instructed
      by the Majority Lenders, refrain from exercising any right, power,
      authority or discretion vested in it);
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                not
      be liable for any act (or omission) if it acts (or refrains from taking
      any action) in accordance with an instruction of the Majority
      Lenders.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Unless
      a contrary indication appears in a Finance Document, any instructions
      given by the Majority Lenders will be binding on all the Finance
      Parties.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      of the COFACE Agent and the Security Agent may refrain from acting in
      accordance with the instructions of the Majority Lenders (or, if
      appropriate, the Lenders) until it has received such security as it may
      require for any cost, loss or liability (together with any associated VAT)
      which it may incur in complying with the
  instructions.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                In
      the absence of instructions from the Majority Lenders, (or, if
      appropriate, the Lenders) each of the COFACE Agent and the Security Agent
      may act (or refrain from taking action) as it considers to be in the best
      interest of the Lenders.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Neither
      the COFACE Agent nor the Security Agent is authorised to act on behalf of
      a Lender (without first obtaining that Lender’s consent) in any legal or
      arbitration proceedings relating to any Finance
  Document.

              


      

       

      
        
          
          

        

        
          143

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (f)

              	
                The
      Security Agent may assume (unless it has received notice to the contrary
      in its capacity as Security Agent) that all instructions given to it by
      the COFACE Agent, if required to be approved by the Majority Lenders, have
      been so approved.

              


      

       

      
        
          	
                  28.9

                	
                  Responsibility for
      Documentation

                


        

      

       

      None of
the COFACE Agent, the Security Agent nor a Mandated Lead Arranger:

       

      
        	
                 
      

              	
                (a)

              	
                is
      responsible for the adequacy, accuracy and/or completeness of any
      information (whether oral or written) supplied by the COFACE Agent, the
      Security Agent, a Mandated Lead Arranger, the Borrower or any other person
      given in or in connection with any Finance Document;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is
      responsible for the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or any other agreement, arrangement
      or document entered into, made or executed in anticipation of or in
      connection with any Finance
Document.

              


      

       

      
        	
                28.10

              	
                Exclusion of
      Liability

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Without
      limiting paragraph (b), neither the COFACE Agent nor the Security
      Agent will be liable (including, without limitation, for negligence or any
      other category of liability whatsoever) for any action taken by it under
      or in connection with any Transaction Document, unless directly caused by
      its gross negligence or wilful
misconduct.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      Party (other than the COFACE Agent or the Security Agent) may take any
      proceedings against any officer, employee or agent of the COFACE Agent or
      the Security Agent in respect of any claim it might have against the
      COFACE Agent or the Security Agent or in respect of any act or omission of
      any kind by that officer, employee or agent in relation to any Finance
      Document and any officer, employee or agent of the COFACE Agent or the
      Security Agent may rely on this Clause subject to Clause 1.5 (Third Party Rights) and
      the provisions of the Third Parties
Act.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Neither
      the COFACE Agent nor the Security Agent will be liable for any delay (or
      any related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by it if it has taken all necessary
      steps as soon as reasonably practicable to comply with the regulations or
      operating procedures of any recognised clearing or settlement system used
      by it for that purpose.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Nothing
      in this Agreement shall oblige the COFACE Agent, the Security Agent or a
      Mandated Lead Arranger to carry out any “know your customer” or
      other checks in relation to any person on behalf of any Lender and each
      Lender confirms to the COFACE Agent, the Security Agent and each Mandated
      Lead Arranger that it is solely responsible for any such checks it is
      required to carry out and that it may not rely on any statement in
      relation to such checks made by the COFACE Agent, the Security Agent and a
      Mandated  Lead Arranger.

              


      

       

      
        
          
          

        

        
          144

          
            

          

        

        
          
          

        

      

       

      
        	
                28.11

              	
                Lenders’ Indemnity to the
      COFACE Agent and the Security
Agent

              


      

       

      Each
Lender shall (in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their reduction to zero) indemnify each of the COFACE Agent
and the Security Agent, within three (3) Business Days of demand, against
any cost, loss or liability (including, without limitation, for negligence or
any other category of liability whatsoever) incurred by the COFACE Agent and the
Security Agent (otherwise than by reason of its gross negligence or wilful
misconduct) notwithstanding its negligence, gross negligence or any other
category of liability whatsoever but not including any claim based on the fraud
of the COFACE Agent or the Security Agent in acting as COFACE Agent or the
Security Agent under the Finance Documents (unless the COFACE Agent or the
Security Agent has been reimbursed by the Borrower pursuant to a Finance
Document).

       

      
        	
                28.12

              	
                Resignation of the COFACE Agent
      and the Security Agent

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      of the COFACE Agent and the Security Agent may resign and appoint one of
      its Affiliates as successor by giving notice to the other Finance Parties
      and the Borrower.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Alternatively
      each of the COFACE Agent and the Security Agent may resign by giving
      notice to the other Finance Parties and the Borrower, in which case the
      Majority Lenders (after consultation with the Borrower) may appoint a
      successor COFACE Agent or Security Agent (as the case may
    be).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Majority Lenders have not appointed a successor COFACE Agent or
      Security Agent in accordance with Clause 28.12(b) within thirty
      (30) days after notice of resignation was given, the COFACE Agent or
      the Security Agent (after consultation with the Borrower) may appoint a
      successor COFACE Agent or Security
Agent.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      retiring COFACE Agent or Security Agent shall, at its own cost, make
      available to its successor such documents and records and provide such
      assistance as its successor may reasonably request for the purposes of
      performing its functions as COFACE Agent or Security Agent under the
      Finance Documents.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      COFACE Agent’s resignation notice shall only take effect upon the
      appointment of a successor.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      Security Agent’s resignation notice shall only take effect
      upon:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      appointment of a successor; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      transfer of all of any Lien expressed to be created under the Security
      Documents to that successor.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Upon
      the appointment of a successor, the retiring COFACE Agent or Security
      Agent shall be discharged from any further obligation in respect of the
      Finance Documents but shall remain entitled to the benefit of this
      Clause 28.12.  Its successor and each of the other Parties
      shall have the same rights and obligations amongst themselves as they
      would have had if such successor had been an original
    Party.

              


      

       

      
        
          
          

        

        
          145

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (h)

              	
                After
      consultation with the Borrower, the Majority Lenders may, by notice to the
      COFACE Agent or the Security Agent (as the case may be), require it to
      resign in accordance with Clause 28.12(a).  In this event,
      the COFACE Agent or the Security Agent (as the case may be) shall resign
      in accordance with
Clause 28.12(a).

              


      

       

      
        	
                28.13

              	
                Confidentiality

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      acting as agent for the Finance Parties, each of the COFACE Agent and the
      Security Agent shall be regarded as acting through its agency division
      which shall be treated as a separate entity from any other of its
      divisions or departments.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      information is received by another division or department of the COFACE
      Agent or the Security Agent, it may be treated as confidential to that
      division or department and neither the COFACE Agent nor the Security Agent
      shall be deemed to have notice of
it.

              


      

       

      
        	
                28.14

              	
                Relationship with the
      Lenders

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      COFACE Agent may treat each Lender as a Lender, entitled to payments under
      this Agreement and acting through its Facility Office unless it has
      received not less than five (5) Business Days prior notice from that
      Lender to the contrary in accordance with the terms of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Lender shall supply the COFACE Agent with any information required by the
      COFACE Agent in order to calculate the Mandatory Cost in accordance with
      Schedule 4 (Mandatory
      Cost Formula).

              


      

       

      
        	
                28.15

              	
                Credit Appraisal by the
      Lenders

              


      

       

      Without
affecting the responsibility of the Borrower for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms to
the COFACE Agent, the Security Agent and the Mandated Lead Arrangers that it has
been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any
Finance Document including but not limited to:

       

      
        	
                 
      

              	
                (a)

              	
                the
      financial condition, status and nature of the
  Group;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document and any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance Document;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                whether
      that Lender has recourse, and the nature and extent of that recourse,
      against any Party or any of its respective assets under or in connection
      with any Finance Document, the transactions contemplated by the Finance
      Documents or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with any
      Finance Document; and

              


      

       

      
        
          
          

        

        
          146

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                the
      adequacy, accuracy and/or completeness of any information provided by the
      COFACE Agent, the Security Agent, any Party or by any other person under
      or in connection with any Finance Document, the transactions contemplated
      by the Finance Documents or any other agreement, arrangement or document
      entered into, made or executed in anticipation of, under or in connection
      with any Finance Document.

              


      

       

      
        	
                28.16

              	
                Reference
      Banks

              


      

       

      If a
Reference Bank who is also a Lender (or, if a Reference Bank is not a Lender,
the Lender of which it is an Affiliate) ceases to be a Lender, the COFACE Agent
shall (in consultation with the Borrower) appoint another Lender or an Affiliate
of a Lender to replace that Reference Bank.

       

      
        	
                28.17

              	
                COFACE Agent’s and Security
      Agent’s Management Time

              


      

       

      Any
amounts payable to the COFACE Agent or the Security Agent (as the case may be)
under Clause 15.3 (Indemnity to the COFACE
Agent), Clause 15.4 (Indemnity to the Security
Agent) and Clause 17 (Costs and expenses) shall
include the cost of utilising the COFACE Agent’s or the Security Agent’s
management time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the COFACE Agent or the Security Agent may
notify to the Borrower and the Lenders.

       

      
        	
                28.18

              	
                Deduction from Amounts Payable
      by the COFACE Agent and the Security
  Agent

              


      

       

      If any
Party owes an amount to the COFACE Agent or the Security Agent under the Finance
Documents, the COFACE Agent or the Security Agent (as the case may be) may,
after giving notice to that Party and provided that this will not
result in breach of any applicable currency control regulations by the Borrower,
deduct an amount not exceeding that amount from any payment to that Party which
the COFACE Agent or the Security Agent would otherwise be obliged to make under
the Finance Documents and apply the amount deducted in or towards satisfaction
of the amount owed.  For the purposes of the Finance Documents, that
Party shall be regarded as having received any amount so deducted.

       

      
        	
                28.19

              	
                Security
      Agent

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      provisions of Schedule 6 (The Security Agent))
      shall bind each Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Security Agent shall promptly transfer to the COFACE Agent any amounts
      received by it under the Finance Documents for application by the COFACE
      Agent in accordance with the order set out in Clause 31.6 (Partial
      Payments).  The Security Agent shall be obliged to make
      such transfer only to the extent it has actually received such
      amount.

              


      

       

      
        
          
          

        

        
          147

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                At
      the request of the Security Agent, the COFACE Agent shall notify the
      Security Agent, and shall provide a copy of such notification to the
      Borrower, of amounts due to any Party under this Agreement, and the due
      date for such amounts.  The Security Agent may accept such
      notifications as conclusive evidence of the matters to which they
      relate.

              


      

       

      
        	
                28.20

              	
                No Independent
      Power

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Lenders shall not have any independent power to enforce, or have recourse
      to, any of the Liens expressed to be created under the Security Documents,
      or to exercise any rights or powers arising under the Security Documents
      except through the Security Agent.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                This
      Clause is for the benefit of the Finance Parties
  only.

              


      

       

      
        	
                29.

              	
                CONDUCT
      OF BUSINESS BY THE FINANCE PARTIES

              


      

       

      No
provision of this Agreement will:

       

      
        	
                 
      

              	
                (a)

              	
                interfere
      with the right of any Finance Party to arrange its affairs (tax or
      otherwise) in whatever manner it thinks
fit;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                oblige
      any Finance Party to investigate or claim any credit, relief, remission or
      repayment available to it or the extent, order and manner of any claim;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                oblige
      any Finance Party to disclose any information relating to its affairs (tax
      or otherwise) or any computations in respect of
  Tax.

              


      

       

      
        	
                30.

              	
                SHARING
      AMONG THE FINANCE PARTIES

              


      

       

      
        
          	
                  30.1

                	
                  Payments to Finance
      Parties

                


        

      

       

      If a
Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor other
than in accordance with Clause 31 (Payment Mechanics) and
applies that amount to a payment due under the Finance Documents
then:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Recovering Finance Party shall, within three (3) Business Days,
      notify details of the receipt or recovery, to the COFACE
      Agent;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      COFACE Agent shall determine whether the receipt or recovery is in excess
      of the amount the Recovering Finance Party would have been paid had the
      receipt or recovery been received or made by the COFACE Agent and
      distributed in accordance with Clause 31 (Payment Mechanics),
      without taking account of any Tax which would be imposed on the COFACE
      Agent in relation to the receipt, recovery or distribution;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Recovering Finance Party shall, within three (3) Business Days of
      demand by the COFACE Agent, pay to the COFACE Agent an amount (the “Sharing Payment”) equal
      to such receipt or recovery less any amount which the Agent determines may
      be retained by the Recovering Finance Party as its share of any payment to
      be made, in accordance with Clause 31.6 (Partial
      Payments).

              


      

       

      
        
          
          

        

        
          148

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  30.2

                	
                  Redistribution of
      Payments

                


        

      

       

      The
COFACE Agent shall treat the Sharing Payment as if it had been paid by the
relevant Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 31.6 (Partial
Payments).

       

      
        
          	
                  30.3

                	
                  Recovering Finance Party’s
      Rights

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                On
      a distribution by the COFACE Agent under Clause 30.2 (Redistribution of
      Payments), the Recovering Finance Party will be subrogated to the
      rights of the Finance Parties which have shared in the
      redistribution.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      and to the extent that the Recovering Finance Party is not able to rely on
      its rights under paragraph (a) above, the relevant Obligor shall be
      liable to the Recovering Finance Party for a debt equal to the Sharing
      Payment which is immediately due and
payable.

              


      

       

      
        
          	
                  30.4

                	
                  Reversal of
      Redistribution

                


        

      

       

      If any
part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

       

      
        	
                 
      

              	
                (a)

              	
                each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to Clause 30.2 (Redistribution of
      Payments) shall, upon request of the COFACE Agent, pay to the
      COFACE Agent for account of that Recovering Finance Party an amount equal
      to the appropriate part of its share of the Sharing Payment (together with
      an amount as is necessary to reimburse that Recovering Finance Party for
      its proportion of any interest on the Sharing Payment which that
      Recovering Finance Party is required to pay);
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that
      Recovering Finance Party’s rights of subrogation in respect of any
      reimbursement shall be cancelled and the relevant Obligor will be liable
      to the reimbursing Finance Party for the amount so
    reimbursed.

              


      

       

      
        
          	
                  30.5

                	
                  Exceptions

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                This
      Clause 30 shall not apply to the extent that the Recovering Finance
      Party would not, after making any payment pursuant to this Clause, have a
      valid and enforceable claim against the relevant
  Obligor.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      Recovering Finance Party is not obliged to share with any other Finance
      Party any amount which the Recovering Finance Party has received or
      recovered as a result of taking legal or arbitration proceedings,
      if:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                it
      notified that other Finance Party of the legal or arbitration proceedings;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                that
      other Finance Party had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as reasonably
      practicable having received notice and did not take separate legal or
      arbitration proceedings.

              


      

       

      
        
          
          

        

        
          149

          
            

          

        

        
          
          

        

      

       

      
        	
                31.

              	
                PAYMENT
      MECHANICS

              


      

       

      
        
          	
                  31.1

                	
                  Payments to the COFACE
      Agent

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                On
      each date on which the Borrower or a Lender is required to make a payment
      under a Finance Document (subject to Clause 31.12 (Payments to the Security
      Agent), the Borrower or Lender shall make the same available to the
      COFACE Agent (unless a contrary indication appears in a Finance Document)
      for value on the due date at the time and in such funds specified by the
      COFACE Agent as being customary at the time for settlement of transactions
      in the relevant currency in the place of
  payment.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All
      payments to be made by the Borrower under this Agreement shall be made in
      Dollars in immediately available funds to the account of the COFACE Agent
      with account No. 20019409300136
      with BNP Paribas S.A., The Equitable Building, 787 Seventh Avenue,
      New York, SWIFT code BNPAUS3NXXX, in favour of BNP PARIBAS LSI-BOCI,
      150, Rue du Faubourg Poissonnière 75010 PARISSWIFT code BNPAFRPPXXX,
      or to such other account as the COFACE Agent may from time to time
      designate to the Borrower in
writing.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                For
      any payment to be made by the Borrower, the Borrower shall ensure that the
      COFACE Agent receives a swift advice of such payment from the Borrower’s
      bank no later than the Business Day immediately preceding the date of such
      payment.  The swift message shall be sent to BNPAFRPPACH
      attention BOCI Buyers Credits with references USA/GLOBALSTAR/Loan
      Agreement dated 5 June 2009 or such other account in the principal
      financial centre of the country of that currency with such bank as the
      COFACE Agent specifies.

              


      

       

      
        
          	
                  31.2

                	
                  Evidence of Financial
      Indebtedness

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      Loan made by a Lender shall be evidenced by one (1) or more accounts
      or records maintained by such Lender and by the COFACE Agent in the
      ordinary course of business.  The accounts or records maintained
      by the COFACE Agent and each Lender shall be conclusive absent manifest
      error of the amount of any Loan made by the Lenders to the Borrower and
      the interest and payments thereon.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      failure to so record or any error in doing so shall not, however, limit or
      otherwise affect the obligation of the Borrower under this Agreement to
      pay any amount owing with respect to the Obligations.  If there
      is any conflict between the accounts and records maintained by any Lender
      and the accounts and records of the COFACE Agent in respect of such
      matters, the accounts and records of the COFACE Agent shall control in the
      absence of manifest error.

              


      

       

      
        
          	
                   
      

                	
                  (c)

                	
                  Upon
      the request of any Lender or COFACE made through the COFACE Agent, the
      Borrower shall immediately execute and deliver to the COFACE Agent
      Promissory Notes which shall be in accordance with the Repayment Schedule
      previously provided by the Borrower to the Lenders and shall evidence all
      outstanding Loans (including principal and interest).  Each
      Promissory Note shall be denominated in Dollars and be payable in
      accordance with Clause 31 (Payment
      Mechanics).  The Borrower shall ensure that each
      Promissory Note shall be governed by English or French law (as selected by
      the COFACE Agent) and the Borrower waives any right of protest under any
      Promissory Note to the extent possible under applicable
    law.

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Any
      payment which is due to be made under a Promissory Note that is not a
      Business Day shall be made on the next Business Day in the same calendar
      month (if there is one) or the preceding Business Day (if there is
      not).

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  If
      paragraph (d) above applies, interest shall be payable on the principal up
      to the date of actual payment by the
Borrower.

                


        

         

        
          	
                   
      

                	
                  (f)

                	
                  Neither
      the payment date nor the amount of principal and interest specified in the
      relevant Promissory Note (if any) shall be
      modified.  Notwithstanding that the Promissory Note shall not be
      modified, the Borrower shall be obliged to make payment in full (including
      principal and accrued interest) to the COFACE Agent in accordance with the
      provisions of this Clause 31 (Payment Mechanics).
      Notwithstanding the foregoing, the COFACE Agent and the Lenders hereby
      agree not to demand payment under any Promissory Note prior to exercising
      its rights pursuant to Clause 24 (Remedies upon an Event of
      Default).

                


        

         

        
          	
                   
      

                	
                  (g)

                	
                  If
      paragraph (d) applies, at least thirty (30) days prior to any payment
      under a note the payment date of which has been extended in accordance
      with paragraph (d) above, the COFACE Agent shall send to the Borrower a
      written statement documenting the additional amount of interest owed by
      the Borrower at such payment date.”

                


        

         

      

      
        
          
          

        

        
          150

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  31.3

                	
                  Distributions by the COFACE
      Agent

                


        

      

       

      Each
payment received by the COFACE Agent under the Finance Documents for another
Party shall, subject to Clause 31.4 (Distributions to the
Borrower) and Clause 31.5 (Clawback) and
Clause 31.12 (Payments to
the Security Agent), be made available by the COFACE Agent as soon as
practicable after receipt to the Party entitled to receive payment in accordance
with this Agreement (in the case of a Lender, for the account of its Facility
Office), to such account as that Party may notify to the COFACE Agent by not
less than five (5) Business Days’ notice with a bank in the principal
financial centre of the country of that currency.

       

      
        
          	
                  31.4

                	
                  Distributions to the
      Borrower

                


        

      

       

      The
COFACE Agent and the Security Agent may (with the consent of the Obligor or in
accordance with Clause 32 (Set-off)) apply any amount
received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.

       

      
        
          	
                  31.5

                	
                  Clawback

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Where
      a sum is to be paid to the COFACE Agent or the Security Agent under the
      Finance Documents for another Party, the COFACE Agent is not obliged to
      pay that sum to that other Party (or to enter into or perform any related
      exchange contract) until it has been able to establish to its satisfaction
      that it has actually received that
sum.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      the COFACE Agent or the Security Agent pays an amount to another Party and
      it proves to be the case that the COFACE Agent had not actually received
      that amount, then the Party to whom that amount (or the proceeds of any
      related exchange contract) was paid by the COFACE Agent or the Security
      Agent shall on demand refund the same to the COFACE Agent together with
      interest on that amount from the date of payment to the date of receipt by
      the COFACE Agent or the Security Agent, calculated by it to reflect its
      cost of funds.

              


      

       

      
        
          	
                  31.6

                	
                  Partial
      Payments

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                If
      the COFACE Agent receives a payment that is insufficient to discharge all
      the amounts then due and payable by an Obligor under the Finance
      Documents, the COFACE Agent shall apply that payment towards the
      obligations of that Obligor under the Finance Documents in the following
      order:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                first,
      in or towards payment pro rata of any unpaid
      fees, costs and expenses of the COFACE Agent, the Security Agent or the
      Mandated Lead Arrangers under the Finance
  Documents;

              


      

       

      
        
          
          

        

        
          151

          
            

          

        

        
          
          
 

      

      
        	
                 
      

              	
                (ii)

              	
                secondly,
      in or towards payment pro rata of any accrued
      interest, fee or commission due to the Finance Parties but unpaid under
      this Agreement;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                thirdly,
      in or towards payment pro rata of any
      principal due but unpaid under this Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                fourthly,
      in or towards payment pro rata of any other
      sum due but unpaid under the Finance
Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      COFACE Agent shall, if so directed by the Majority Lenders, vary the order
      set out in paragraphs (a)(ii) to (iv)
  above.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Paragraphs (a)
      and (b) above will override any appropriation made by an
      Obligor.

              


      

       

      
        
          	
                  31.7

                	
                  No set-off by the
      Borrower

                


        

      

       

      All
payments to be made by the Borrower under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

       

      
        
          	
                  31.8

                	
                  Business
      Days

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is
  not).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

              


      

       

      
        
          	
                  31.9

                	
                  Currency of
      Account

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to paragraphs (b) and (c) below, Dollars is the currency of account
      and payment for any sum due from the Borrower under any Finance
      Document.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are
    incurred.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Any
      amount expressed to be payable in a currency other than Dollars shall be
      paid in that other currency.

              


      

       

      
        	
                31.10

              	
                Change of
      Currency

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Unless
      otherwise prohibited by law, if more than one currency or currency unit
      are at the same time recognised by the central bank of any country as the
      lawful currency of that country,
then:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      reference in the Finance Documents to, and any obligations arising under
      the Finance Documents in, the currency of that country shall be translated
      into, or paid in, the currency or currency unit of that country designated
      by the COFACE Agent (after consultation with the Borrower);
      and

              


      

       

      
        
          
          

        

        
          152

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      translation from one currency or currency unit to another shall be at the
      official rate of exchange recognised by the central bank for the
      conversion of that currency or currency unit into the other, rounded up or
      down by the COFACE Agent (acting
reasonably).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      a change in any currency of a country occurs, this Agreement will, to the
      extent the COFACE Agent (acting reasonably and after consultation with the
      Borrower) specifies to be necessary, be amended to comply with any
      generally accepted conventions and market practice in the London interbank
      market and otherwise to reflect the change in
  currency.

              


      

       

      
        	
                31.11

              	
                Disruption to Payment Systems
      etc.

              


      

       

      If either
the COFACE Agent determines (in its discretion) that a Disruption Event has
occurred or the COFACE Agent is notified by the Borrower that a Disruption Event
has occurred:

       

      
        	
                 
      

              	
                (a)

              	
                the
      COFACE Agent may, and shall if requested to do so by the Borrower, consult
      with the Borrower with a view to agreeing with the Borrower such changes
      to the operation or administration of the Facility as the COFACE Agent may
      deem necessary in the
circumstances;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      COFACE Agent shall not be obliged to consult with the Borrower in relation
      to any changes mentioned in paragraph (a) if, in its opinion, it is
      not practicable to do so in the circumstances and, in any event, shall
      have no obligation to agree to such
changes;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      COFACE Agent may consult with the Finance Parties in relation to any
      changes mentioned in paragraph (a) but shall not be obliged to do so
      if, in its opinion, it is not practicable to do so in the
      circumstances;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      such changes agreed upon by the COFACE Agent and the Borrower shall
      (whether or not it is finally determined that a Disruption Event has
      occurred) be binding upon the Parties as an amendment to (or, as the case
      may be, waiver of) the terms of the Finance Documents notwithstanding the
      provisions of Clause 37 (Amendments and
      waivers);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      COFACE Agent shall not be liable for any damages, costs or losses
      whatsoever (including, without limitation for negligence, gross negligence
      or any other category of liability whatsoever but not including any claim
      based on the fraud of the COFACE Agent) arising as a result of its taking,
      or failing to take, any actions pursuant to or in connection with this
      Clause 31.11 (Disruption to Payment Systems
      etc.); and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      COFACE Agent shall notify the Finance Parties of all changes agreed
      pursuant to paragraph (d)
above.

              


      

       

      
        
          
          

        

        
          153

          
            

          

        

        
          
          

        

      

       

      
        	
                31.12

              	
                Payments to the Security
      Agent

              


      

       

      Notwithstanding
any other provision of any Finance Document, after a notice has been given to
the Borrower under Clause 24 (Remedies Upon an Event of
Default), and at any time after any Liens created by or pursuant to any
Security Document becomes enforceable, the Security Agent may require the
Borrower to pay all sums due under any Finance Document as the Security Agent
may direct for application in accordance with the terms of the Security
Documents.

       

      
        	
                32.

              	
                SET-OFF

              


      

       

      If an
Event of Default has occurred and is continuing, a Finance Party may set-off any
matured obligation due from an Obligor under the Finance Documents (to the
extent beneficially owned by that Finance Party) against any matured obligation
owed by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation.  If the obligations
are in different currencies, the Finance Party may convert either obligation at
a market rate of exchange in its usual course of business for the purpose of the
set-off.  Following the exercise of a right of set-off under this
Agreement, the relevant Finance Party shall notify the Borrower.

       

      
        	
                33.

              	
                NOTICES

              


      

       

      
        
          	
                  33.1

                	
                  Communications in
      Writing

                


        

      

       

      Any
communication to be made under or in connection with the Finance Documents shall
be made in writing and, unless otherwise stated, may be made by fax or
letter.

       

      
        
          	
                  33.2

                	
                  Addresses

                


        

      

       

      The
address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance
Documents is:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of the Borrower, that identified with its name
    below;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of each Lender, that notified in writing to the COFACE Agent on
      or prior to the date on which it becomes a Party;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                in
      the case of the COFACE Agent and the Security Agent, that identified with
      its name below,

              


      

       

      or any
substitute address or fax number or department or officer as the Party may
notify to the COFACE Agent (or the COFACE Agent may notify to the other Parties,
if a change is made by the COFACE Agent) by not less than five (5) Business
Days’ notice.

       

      
        
          	
                  33.3

                	
                  Delivery

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      communication or document made or delivered by one person to another under
      or in connection with the Finance Documents will only be
      effective:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      by way of fax, when received in legible form;
or

              


      

       

      
        
          
          

        

        
          154

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      by way of letter, when it has been left at the relevant address or five
      (5) Business Days after being deposited in the post postage prepaid
      in an envelope addressed to it at that
address;

              


      

       

      and, if a
particular department or officer is specified as part of its address details
provided under Clause 33.2 (Addresses), if addressed to
that department or officer.

       

      
        	
                 
      

              	
                (b)

              	
                Any
      communication or document to be made or delivered to the COFACE Agent, the
      Security Agent or the Mandated Lead Arrangers will be effective only when
      actually received by the COFACE Agent, the Security Agent or such Mandated
      Lead Arranger and then only if it is expressly marked for the attention of
      the department or officer identified with the COFACE Agent’s, the Security
      Agent’s or such Mandated Lead Arranger’s signature below (or any
      substitute department or officer as the COFACE Agent, the Security Agent
      or such Mandated Lead Arranger shall specify for this
      purpose).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                All
      notices from or to an Obligor shall be sent through the COFACE
      Agent.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Any
      communication or document made or delivered to the Borrower in accordance
      with this Clause will be deemed to have been made or delivered to each of
      the Obligors.

              


      

       

      
        
          	
                  33.4

                	
                  Notification of Address and Fax
      Number

                


        

      

       

      Promptly
upon receipt of notification of an address or fax number or change of address or
fax number pursuant to Clause 33.2 (Addresses) or changing its
own address or fax number, the COFACE Agent shall notify the other
Parties.

       

      
        
          	
                  33.5

                	
                  Electronic
      Communication

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      communication to be made between the COFACE Agent and a Lender under or in
      connection with the Finance Documents may be made by electronic mail or
      other electronic means, if the COFACE Agent and the relevant
      Lender:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                agree
      that, unless and until notified to the contrary, this is to be an accepted
      form of communication;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                notify
      each other of any change to their address or any other such information
      supplied by them.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      electronic communication made between the COFACE Agent and a Lender will
      be effective only when actually received in readable form and in the case
      of any electronic communication made by a Lender to the COFACE Agent only
      if it is addressed in such a manner as the COFACE Agent shall specify for
      this purpose.

              


      

       

      
        
          
          

        

        
          155

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  33.6

                	
                  English
      Language

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      notice given under or in connection with any Finance Document must be in
      English.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All
      other documents provided under or in connection with any Finance Document
      must be:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      English; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      not in English, and if so required by the COFACE Agent, accompanied by a
      certified English translation and, in this case, the English translation
      will prevail unless the document is a constitutional, statutory or other
      official document.

              


      

       

      
        	
                34.

              	
                CALCULATIONS
      AND CERTIFICATES

              


      

       

      
        
          	
                  34.1

                	
                  Accounts

                


        

      

       

      In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie
evidence of the matters to which they relate.

       

      
        
          	
                  34.2

                	
                  Certificates and
      Determinations

                


        

      

       

      Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.

       

      
        
          	
                  34.3

                	
                  Day Count
      Convention

                


        

      

       

      Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of three hundred and sixty (360) days or, in any case where the
practice in the London interbank market differs, in accordance with that market
practice.

       

      
        	
                35.

              	
                PARTIAL
      INVALIDITY

              


      

       

      If, at
any time, any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.

       

      
        	
                36.

              	
                REMEDIES
      AND WAIVERS

              


      

       

      No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or
remedy.  The rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided by
law.

       

      
        
          
          

        

        
          156

          
            

          

        

        
          
          

        

      

       

      
        	
                37.

              	
                AMENDMENTS
      AND WAIVERS

              


      

       

      
        
          	
                  37.1

                	
                  Required
      Consents

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to Clause 37.2 (Exceptions) any term of
      the Finance Documents may be amended or waived only with the consent of
      the Majority Lenders and the Obligors and following consultation by the
      COFACE Agent with COFACE.  Any such amendment or waiver will be
      binding on all Parties.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      COFACE Agent may effect, on behalf of any Finance Party, any amendment or
      waiver permitted by this Clause.

              


      

       

      
        
          	
                  37.2

                	
                  Exceptions

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                An
      amendment or waiver that has the effect of changing or which relates
      to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      definition of “Majority
      Lenders” in Clause 1.1 (Definitions);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                an
      extension to the date of payment of any amount under the Finance
      Documents;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      reduction in the Applicable Margin or a reduction in the amount of any
      payment of principal, interest, fees or commission
  payable;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                an
      increase in or an extension of any
Commitment;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                a
      change to an Obligor;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                any
      provision which expressly requires the consent of all the
      Lenders;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Clause 2.2
      (Finance Parties’ Rights
      and Obligations), Clause 26 (Changes to the Lenders)
      or this Clause 37;

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                the
      nature or scope of the assets of the Borrower which from time to time are,
      or are expressed to be, the subject of a Lien under the Security
      Documents; or

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                the
      release of any Lien granted in accordance with the Security Documents or
      the granting of any Lien required under the terms of this
      Agreement,

              


      

       

      shall not
be made without the prior consent of all the Lenders.

       

      
        	
                 
      

              	
                (b)

              	
                An
      amendment or waiver which relates to the rights or obligations of the
      COFACE Agent, the Security Agent, and/or a Mandated Lead Arranger may not
      be effected without the consent of the COFACE Agent, the Security Agent,
      and/or the Mandated Lead Arranger (as the case may
  be).

              


      

       

      
        
          
          

        

        
          157

          
            

          

        

        
          
          

        

      

       

      
        	
                38.

              	
                COUNTERPARTS

              


      

       

      Each
Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.

       

      
        	
                39.

              	
                GOVERNING
      LAW

              


      

       

      This
Agreement and any non-contractual obligations arising out of or in connection
with it are governed by English law.

       

      
        	
                40.

              	
                ENFORCEMENT

              


      

       

      
        
          	
                  40.1

                	
                  Jurisdiction

                


        

      

       

      
        	
                 
      

              	
                (a)

              	
                The
      courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this Agreement (including a dispute
      relating to the existence, validity or termination of this Agreement or
      any non-contractual obligation arising out of or in connection with this
      Agreement) (a “Dispute”).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Parties agree that the courts of England are the most appropriate and
      convenient courts to settle Disputes and accordingly no Party will argue
      to the contrary.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                This
      Clause 40.1 (Jurisdiction) is for
      the benefit of the Finance Parties only.  As a result, no
      Finance Party shall be prevented from taking proceedings relating to a
      Dispute in any other courts with jurisdiction.  To the extent
      allowed by law, the Finance Parties may take concurrent proceedings in any
      number of jurisdictions.

              


      

       

      
        
          	
                  40.2

                	
                  Service of
      Process

                


        

      

       

      Without
prejudice to any other mode of service allowed under any relevant law, the
Borrower:

       

      
        	
                 
      

              	
                (a)

              	
                irrevocably
      appoints WFW Legal Services Limited of 15 Appold Street, London EC2A
      2HB as its agent for service of process in relation to any proceedings
      before the English courts in connection with any Finance Document;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                agrees
      that failure by a process agent to notify the Borrower of the process will
      not invalidate the proceedings
concerned.

              


      

       

      
        
          	
                  40.3

                	
                  Waiver of
      Immunity

                


        

      

       

      To the
extent that the Borrower may in any jurisdiction claim for itself or its assets
or revenues immunity from suit, execution, attachment (whether in aid of
execution, before judgment or otherwise) or other legal process and to the
extent that in any such jurisdiction there may be attributed to itself, its
assets or revenues such immunity (whether or not claimed), the Borrower
irrevocably agrees not to claim, and irrevocably waives, such immunity to the
full extent permitted by the laws of such jurisdiction.

       

      
        
          
          

        

        
          158

          
            

          

        

        
          
          

        

         

      

      SCHEDULE
1

       

      LENDERS
AND COMMITMENTS

       

      Part
A

       

      Facility A

       

      
        
          
            
              
                
                  
                    
                      	
                              Facility A
      Original Lenders

                            	 	
                              Facility A
      Commitments US$

                            
	 	 	 
	
                              BNP
      Paribas

                            	 	
                              140,356,164

                            
	 	 	 
	
                              Société
      Générale

                            	 	
                              140,356,164

                            
	 	 	 
	
                              Natixis

                            	 	
                              116,963,470

                            
	 	 	 
	
                              Crédit
      Agricole Corporate and Investment Bank (formerly Calyon)

                            	 	
                              93,570,776

                            
	 	 	 
	
                              Crédit
      Industriel et Commercial

                            	 	
                              72,052,546

                            


                    

                  

                

              

            

          

        

      

       

      Part
B

       

      Facility B

       

      
        
          
            
              
                
                  
                    
                      	
                              Facility B
      Original Lenders

                            	 	
                              Facility B
      Commitments US$

                            
	 	 	 
	
                              BNP
      Paribas

                            	 	
                              5,741,550

                            
	 	 	 
	
                              Société
      Générale

                            	 	
                              5,741,550

                            
	 	 	 
	
                              Natixis

                            	 	
                              4,784,626

                            
	 	 	 
	
                              Crédit
      Agricole Corporate and Investment Bank (formerly Calyon)

                            	 	
                              3,827,700

                            
	 	 	 
	
                              Crédit
      Industriel et Commercial

                            	 	
                              2,947,454

                            


                    

                  

                

              

            

          

        

      


      
        
           


        

        
          159

          
            

          

        

        
           


        

      


      SCHEDULE
2

       

      CONDITIONS
PRECEDENT

       

      
        	
                1.

              	
                OBLIGORS

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      copy of the constitutional documents of each
  Obligor.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      copy of a resolution of the board of directors of each
      Obligor:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                approving
      the terms of, and the transactions contemplated by, the Transaction
      Documents to which it is a party and resolving that it execute the
      Transaction Documents to which it is a
party;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                authorising
      a specified person or persons to execute the Transaction Documents to
      which it is a party on its behalf;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                authorising
      a specified person or persons, on its behalf, to sign and/or despatch all
      documents and notices (including, if relevant, any Utilisation Request) to
      be signed and/or despatched by it under or in connection with the
      Transaction Documents to which it is a
party.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b)
above.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      certificate of each Obligor (other than Thermo) (signed by an authorised
      signatory) confirming that the borrowing or guaranteeing, as appropriate,
      contemplated by the Finance Documents would not cause any borrowing,
      guaranteeing or similar limit binding on any Obligor (other than Thermo)
      to be exceeded.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                A
      certificate from a Responsible Officer of the Borrower certifying that, as
      of Financial Close:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                each
      copy document relating to an Obligor specified in this Schedule
      2 (Conditions
      Precedent) is correct, complete and in full force and effect
      as at a date no earlier than the date of Financial
  Close;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      representations and warranties of the Obligors contained in the Finance
      Documents are true, correct and complete in all material respects (provided that, any
      representation or warranty that is qualified by materiality or by
      reference to Material Adverse Effect shall be true, correct and complete
      in all respects);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                none
      of the Obligors is in violation of any of the covenants contained in the
      Finance Documents;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                after
      giving effect to the transactions contemplated by this Agreement, no
      Default or Event of Default has occurred and is continuing;
      and

              


      

       

      
        
           


        

        
          160

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (v)

              	
                each
      of the Obligors has satisfied each of the conditions set out in this Schedule
      2 (Conditions
      Precedent) and Clause 4.2 (Further Conditions
      Precedent).

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Certificates
      as of a recent date of the good standing of each Obligor under the laws of
      its jurisdiction of organisation and, to the extent requested by the
      COFACE Agent, each other jurisdiction where such Obligor is qualified to
      do business.

              


      

       

      
        	
                2.

              	
                LEGAL
      OPINIONS

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      legal opinion of White & Case LLP (advisers to the Lenders) as to
      matters of the laws of England and confirming, among other things, the
      validity and enforceability of the Finance Documents governed by English
      law).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      legal opinion of White & Case LLP (advisers to the Lenders) as to
      matters of the laws of France and confirming, among other things, the
      validity and enforceability of the French Security
    Documents.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      legal opinion of Taft Stettinius & Hollister LLP (advisers to the
      Borrower) confirming, among other things, the due authorisation of each
      Obligor, no conflict with the convertible notes and the Relevant
      Agreements, and confirming the validity and enforceability of those
      Security Documents governed by New York
law.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      legal opinion of Haynes & Boone (advisers to the Lenders) as to
      matters of the laws of Texas and confirming, among other things, the
      validity and enforceability of those Security Documents governed by Texas
      law.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                A
      legal opinion of K&L Gates (advisers to the Lenders) as to matters of
      the laws of Alaska and confirming, among other things, the validity and
      enforceability of those Security Documents governed by Alaska
      law.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                A
      legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP in respect of
      each Obligor’s FCC Communications
Licences.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                A
      legal opinion of in-house counsel or external counsel of the Supplier
      confirming, among other things, that the Supplier has been duly authorised
      to enter into each of the Finance Documents to which it is a
      party.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                A
      legal opinion of in-house counsel or external counsel of the Launch
      Services Provider confirming, among other things, that the Launch Services
      Provider has been duly authorised to enter into each of the Finance
      Documents to which it is a party.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Such
      other favourable legal opinions of counsel to the Obligors addressed to
      the COFACE Agent (for and on behalf of itself and the other Finance
      Parties) with respect to the Obligors, the Finance Documents and such
      other matters as the COFACE Agent shall reasonably request, including,
      without limitation, FCC matters.

              


      

       

      
        
           


        

        
          161

          
            

          

        

        
           


        

      

       

      
        	
                3.

              	
                FINANCE
      DOCUMENTS

              


      

       

      An
original (duly executed by each of the parties thereto) of:

       

      
        	
                 
      

              	
                (a)

              	
                this
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      of the other Finance Documents (other than the Mortgages and each Landlord
      Waiver and Consent Agreement).

              


      

       

      
        	
                4.

              	
                PERSONAL
      PROPERTY COLLATERAL

              


      

       

      
        The
COFACE Agent shall have received:

      

       

      
        	
                 
      

              	
                (a)

              	
                original
      stock certificates and other certificates evidencing the Capital Stock
      pledged pursuant to the Security Documents, together with an undated stock
      power for each such certificate duly executed in blank by the registered
      owner thereof; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      original promissory note pledged pursuant to the Security
      Documents.

              


      

       

      
        	
                5.

              	
                SECURITY
      MATTERS

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Certified
      copies of all notices of assignment and/or charge required to be delivered
      pursuant to the Security Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Obligor shall have duly authorised, executed and
  delivered:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                proper
      financing statements (Form UCC-1 or such other financing statements or
      similar notices as shall be required by local law) fully executed for
      filing under the UCC or other appropriate filing offices of each
      jurisdiction as may be necessary to perfect a Lien purported to be created
      by the Security Documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                certified
      copies of requests for information or copies (Form UCC-11), or equivalent
      reports, listing all judgement liens, tax liens or effective financing
      statements that name the Obligors or any of their Subsidiaries, or a
      division or other operating unit of any such person, as debtor and that
      are filed in the jurisdictions referred to in paragraph (i) above,
      together with copies of such other financing statements evidencing any
      Lien permitted by Clause 22.2 (Limitations on
      Liens);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                evidence
      of the completion of all other recordings and filings of, or with respect
      to, the Security Documents as may be necessary to perfect any Lien
      intended to be created by the Security
  Documents;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                each
      irrevocable payment instruction (if any);
and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                evidence
      that all other actions necessary to perfect and protect any Lien purported
      to be created by the Security Document have been
  taken.

              


      

       

      
        
           


        

        
          162

          
            

          

        

        
           


        

      

       

      
        	
                6.

              	
                GOVERNMENTAL
      AND OTHER AUTHORISATIONS

              


      

       

      The
Borrower has obtained, and provided to the COFACE Agent, certified copies of all
Authorisations listed in Schedule
15 (Communication
Licences) together with:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of paragraphs (i), (iii) and (iv) below, all other
      Authorisations; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of paragraph (ii) below, all other material
      Authorisations,

              


      

       

      in each
case, not listed in those clauses that may become necessary for:

       

      
        	
                 
      

              	
                (i)

              	
                each
      Loan;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      business of the Borrower as it is presently carried on and is contemplated
      to be carried out;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      due execution, delivery, validity and enforceability of, and performance
      by an Obligor of its obligations under this Agreement and each other
      Transaction Document to which it is a party, and any other documents
      necessary or desirable to the implementation of any of those agreements or
      documents; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      remittance to any Finance Party (or its assigns) of all monies payable or
      owing to such Finance Party (or its assigns) under any Finance Document in
      the currencies specified in such Finance
  Document,

              


      

       

      and all
those Authorisations are in full force and effect.

       

      
        	
                7.

              	
                COMMERCIAL
      CONTRACTS

              


      

       

      
        The
following documents shall have been delivered to the COFACE
Agent:

      

       

      
        	
                 
      

              	
                (a)

              	
                a
      copy, certified as true and complete by an Authorised Signatory of the
      Supplier and the Launch Services Provider, of each Commercial
      Contract;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      certificate of incumbency and authority, signed by a director of the
      Supplier and the Launch Services Provider specifying the names and titles
      of each of the Authorised Signatories of the Supplier and the Launch
      Services Provider:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                whose
      signature(s) appear on each Commercial Contract and Transaction Document
      to which it is a party; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                who
      shall sign all other certificates (including each Qualifying Certificate),
      notices and documents referred to in this Agreement on behalf of the
      Supplier and the Launch Services Provider (as the case may
      be);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      certificate, signed by an Authorised Signatory of the Supplier, certifying
      that the Satellite Construction Contract is in full force and effect, with
      the date of such entry into full force and effect, and has not been
      suspended, interrupted, cancelled or terminated, amended or modified and
      no arbitration or other legal proceedings have been initiated between the
      Borrower and the Supplier in respect of the Satellite Construction
      Contract;

              


      

       

      
        
           


        

        
          163

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (d)

              	
                a
      certificate, signed by an Authorised Signatory of the Launch Services
      Provider, certifying that the Launch Services Contract is in full force
      and effect, with the date of such entry into full force and effect, and
      has not been suspended, interrupted, cancelled or terminated, amended or
      modified and no arbitration or other legal proceedings have been initiated
      between the Borrower and the Launch Services Provider in respect of the
      Launch Services Contract; and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                written
      evidence received from:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Supplier of the payment by the Borrower to the Supplier of the Advance
      Payment in respect of the Satellite Construction Contract;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Launch Services Provider of the payment by the Borrower to the Launch
      Services Provider of the Advance Payment in respect of the Launch Services
      Contract.

              


      

       

      
        	
                8.

              	
                COFACE
      INSURANCE POLICY

              


      

       

      Each
COFACE Insurance Policy is in full force and effect and is in form and substance
satisfactory to the COFACE Agent (acting on the instructions of all the Lenders)
and the COFACE Agent (acting on the instructions of all the Lenders) is
satisfied that all conditions of each COFACE Insurance Policy are fulfilled and
that all the requisite approvals of the French Authorities have been
obtained.

       

      
        	
                9.

              	
                NO
      MATERIAL ADVERSE EFFECT

              


      

       

      Since the
date of this Agreement nothing has occurred which has or could reasonably be
expected to have a Material Adverse Effect.

       

      
        	
                10.

              	
                EQUITY
      / SUBORDINATED DEBT

              


      

       

      Evidence
that Thermo has converted into share capital of the Borrower all of the
Financial Indebtedness owed by the Borrower (including pursuant to the Thermo
Facility Agreement), together with a pay off letter (in form and substance
satisfactory to the COFACE Agent) evidencing the termination of all obligations
under the Thermo Facility Agreement.

       

      
        	
                11.

              	
                EQUITY
      CONTRIBUTION

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Evidence
      that prior to Financial Close, Thermo (or any other third party) has
      contributed to the Borrower at least seventy five million Dollars
      (US$75,000,000) (in aggregate) of equity by way of share capital or
      subordinated shareholder loans, as
follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                since
      the date of this Agreement, Thermo (or any other third party) has
      contributed to the Borrower at least forty five million Dollars
      (US$45,000,000) of equity by way of share capital or subordinated
      shareholder loans (excluding the equity issued to Thermo as described in
      paragraph 10 (Equity /
      Subordinated Debt) above);
and

              


      

       

      
        
           


        

        
          164

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (ii)

              	
                since
      1 December 2008 to the date of Financial Close, Thermo has contributed to
      the Borrower thirty million Dollars (US$30,000,000) of equity by way of
      share capital.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Evidence
      that sixty million Dollars (US$60,000,000) of contingent equity (in Cash)
      is funded to the Thermo Contingent Equity
  Account.

              


      

       

      
        	
                12.

              	
                DEBT
      SERVICE RESERVE ACCOUNT

              


      

       

      Evidence
that the Debt Service Reserve Account has been opened and is funded with the
DSRA Required Balance (including by way of making available the Supplier
Guarantee).

       

      
        	
                13.

              	
                INSURANCES

              


      

       

      
        	
              	
                (a)

              	
                A
      report from the Insurance
Consultant.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      insurance provisions in each of the Commercial Contracts have been amended
      in form and substance satisfactory to the COFACE Agent (acting in
      consultation with the Insurance
Consultant).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      COFACE Agent shall have received:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                evidence
      of payment of all insurance premiums (as required within the applicable
      credit terms agreed with insurers) for the current policy year of each
      Insurance (naming COFACE, the COFACE Agent and the Lenders as additional
      insured on all certificates for “all risks property
      insurance” and also the Security Agent as first Loss Payee on the
      Launch Insurance and as additional named insured on the Launch third party
      liability insurance);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      relation to the “all
      risks property insurance”, a certified copy of the Insurance
      Documentation (including evidence of transit insurance), copies (certified
      by a Responsible Officer of the Supplier) in the form required under the
      Security Documents and otherwise in form and substance reasonably
      satisfactory to the COFACE Agent;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      certified copy of a certificate from the Supplier in respect of its third
      party liability insurance in the same form to be provided pursuant to
      Artice 31 of the Satellite Construction
  Contract.

              


      

       

      
        	
                14.

              	
                KNOW
      YOUR CUSTOMER REQUIREMENTS

              


      

       

      The COFACE Agent shall
have received each of the documents referred to in Schedule
7 (Know
Your Customer Requirements).


      
        
           


        

        
          165

          
            

          

        

        
           


        

      

       

      
        	
                15.

              	
                NO
      INJUNCTION, ETC.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No
      action, proceeding, investigation, regulation or legislation shall have
      been instituted, threatened or proposed by any Governmental Authority to
      enjoin, restrain, or prohibit, or to obtain substantial damages in respect
      of, or which is related to or arises out of the Finance Documents or the
      consummation of the transactions contemplated thereby, or which, in the
      COFACE Agent’s sole discretion, would make it inadvisable to consummate
      the transactions contemplated by the Finance Documents or the consummation
      of the transactions contemplated
thereby.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      COFACE Agent shall be reasonably satisfied that no proceeding shall be
      pending or threatened which may result in the loss, revocation, material
      modification, non-renewal, suspension or termination of any Material
      Communications Licence, the issuance of any cease or desist order or the
      imposition of any fines, forfeitures or other administrative actions by
      the FCC with respect to any operations of the Borrower and its
      Subsidiaries.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      COFACE Agent shall be reasonably satisfied that no proceeding shall be
      pending or threatened which may result in the denial by the FCC of any
      pending material applications of the Borrower or any Subsidiary thereof,
      if such denial could reasonably be expected to have a Material Adverse
      Effect.

              


      

       

      
        	
                16.

              	
                GROUP
      STRUCTURE CHART

              


      

       

      A
certified copy of the Group Structure Chart.

       

      
        	
                17.

              	
                ACCOUNTS

              


      

       

      Evidence
that:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Project Accounts (other than the Collection Account) have each been opened
      and continue to be maintained with the Offshore Account Bank;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Collection Account has been opened and continues to be maintained with the
      Onshore Account Bank.

              


      

       

      
        	
                18.

              	
                OTHER
      DOCUMENTS AND EVIDENCE

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Evidence
      that any process agent referred to in Clause 40.2 (Service of Process)
      (and any other equivalent provision in the other Finance Documents) has
      accepted its appointment.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      copy of any other Authorisation or other document, opinion or assurance
      which the Lender considers to be necessary in connection with the entry
      into and performance of the transactions contemplated by any Finance
      Document or for the validity and enforceability of any Finance
      Document.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Copies
      of the following financial
statements:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      annual audited financial statements issued by the Borrower for the
      financial year ended 31 December 2008;
and

              


      

       

      
        
           


        

        
          166

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      unaudited financial statements issued by the Borrower for the period ended
      31 March 2009.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Evidence
      that fees, costs and expenses as at the date of the first Utilisation due
      from the Borrower pursuant to the Finance Documents have been paid or will
      be paid by the first Utilisation
Date.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Evidence
      that the Borrower has purchased the Interest Rate Cap Agreements with each
      Original Lender in proportion to its
Commitment.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Evidence
      of the conversion of not less than seventy eight million two hundred
      thousand Dollars (US$78,200,000) of the Convertible
  Notes.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                A
      certified copy of each Cash Contribution
  Agreement.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                A
      copy of the Financial Model (as such term is defined in the Accounts
      Agreement).

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A
      subordinated loan agreement between the Borrower and Thermo with respect
      to the onward lending by Thermo of amounts provided to Thermo by the DSRA
      Providers.

              


      


      
        
           


        

        
          167

          
            

          

        

        
           


        

      


      SCHEDULE
3


      UTILISATION
REQUEST

       

      
        	
                From:

              	
                [Borrower]

              


      

       

      
        	
                To:

              	
                [COFACE
      Agent]

              


      

       

      
        	
                Cc:

              	
                [the Supplier] / [the Launch Services
      Provider]

              


      

       

      
        	
                Dated:

              	
                [●]

              


      

       

      Dear
Sirs,

       

      COFACE
Facility Agreement dated [●] (the “Agreement”)

       

      
        	
                1.

              	
                We
      refer to the Agreement.  This is a Utilisation Request for a
      [disbursement] /
      [reimbursement].  Terms
      defined in the Agreement have the same meaning in this Utilisation Request
      unless given a different meaning in this Utilisation
    Request.

              


      

       

      
        	
                2.

              	
                We
      wish to borrow a [Facility A] /
      [Facility B]
      Loan on the following terms:

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Proposed
      Utilisation Date:

                              	
                                [●]
      (or, if that is not a Business Day, the next Business
  Day)

                              
	 	 
	
                                Amount:

                              	
                                [[●]
      [[Dollars] (US$[●])] or, if less,
      the Available Facility

                              
	 	 
	
                                Interest
      Period:

                              	
                                Six (6) Months

                              
	 	 
	
                                Use
      of Proceeds:

                              	
                                [US$[●] payable to Thales Alenia Space
      France for payment of the Invoice dated [●] in relation to the Satellite
      Construction Contract.]

                              
	 	 
	 
      	
                                [US$[●] payable to Arianespace for
      payment of the Invoice dated [●] in relation to the Launch
      Services Contract.]

                              
	 	 
	 
      	
                                [US$[●] payable to the Borrower as
      reimbursement for payment to the Supplier and to the Launch Services
      Provider  in relation to part of the Eligible Amount according
      to the Invoices separately provided to the COFACE
      Agent.]

                              
	 	 
	 
      	
                                [[Dollars] (US$[●]) payable to the COFACE Agent
      for payment of the COFACE Insurance
  Premia.]

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        	
                3.

              	
                We
      confirm that each condition specified in Clause 4.2 (Conditions Precedent)
      [and Clause 4.3
      (Conditions Precedent to Certain Utilisations)] [is] [are]
      satisfied on the date of this Utilisation
  Request.

              


      

       

      
        
           


        

        
          168

          
            

          

        

        
           


        

      

       

      
        	
                4.

              	
                The
      proceeds of this Loan should be credited to [insert relevant bank account
      details].

              


      

       

      
        	
                5.

              	
                This
      Utilisation Request is irrevocable.

              


      

       

      Yours
faithfully


       

      authorised
signatory for

      GLOBALSTAR,
INC.


      
        
           


        

        
          169

          
            

          

        

        
           


        

      

       

      SCHEDULE
4

       

      MANDATORY
COST FORMULA

       

      
        	
                1.

              	
                The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      requirements of the Bank of England and/or the Financial Services
      Authority (or, in either case, any other authority which replaces all or
      any of its functions); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      requirements of the European Central
Bank.

              


      

       

      
        	
                2.

              	
                On
      the first day of each Interest Period (or as soon as possible thereafter)
      the COFACE Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”)
      for each Lender, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the COFACE
      Agent as a weighted average of the Lenders’ Additional Cost Rates
      (weighted in proportion to the percentage participation of each Lender in
      the relevant Loan) and will be expressed as a percentage rate per
      annum.

              


      

       

      
        	
                3.

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the COFACE Agent.  This percentage will be certified by that
      Lender in its notice to the COFACE Agent to be its reasonable
      determination of the cost (expressed as a percentage of that Lender’s
      participation in all Loans made from that Facility Office) of complying
      with the minimum reserve requirements of the European Central Bank in
      respect of Loans made from that Facility
Office.

              


      

       

      
        	
                4.

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the COFACE Agent as
      follows:

              


      

       

      
        
          
            
              
                
                  
                    	
                            

                          	 	
                              per cent. per
      annum.

                          


                  

                

              

            

          

        

      

       

      Where
“E” is designed to
compensate Lenders for amounts payable under the Fees Rules and is calculated by
the COFACE Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the COFACE Agent pursuant to paragraph 7
below and expressed in pounds per £1,000,000.

       

      
        	
                5.

              	
                For
      the purposes of this Schedule:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                “Fees Rules” means the
      rules on periodic fees contained in the FSA Supervision Manual or such
      other Law as may be in force from time to time in respect of the payment
      of fees for the acceptance of
deposits;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                “Fee Tariffs” means the
      fee tariffs specified in the Fees Rules under the activity group
      A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
      required pursuant to the Fees Rules but taking into account any applicable
      discount rate); and

              


      

       

      
        
           


        

        
          170

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (c)

              	
                “Tariff Base” has the
      meaning given to it in, and will be calculated in accordance with, the
      Fees Rules.

              


      

       

      
        	
                6.

              	
                If
      requested by the COFACE Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the COFACE Agent, the rate of charge payable by that Reference Bank to
      the Financial Services Authority pursuant to the Fees Rules in respect of
      the relevant financial year of the Financial Services Authority
      (calculated for this purpose by that Reference Bank as being the average
      of the Fee Tariffs applicable to that Reference Bank for that financial
      year) and expressed in pounds per £1,000,000 of the Tariff Base of that
      Reference Bank.

              


      

       

      
        	
                7.

              	
                Each
      Lender shall supply any information required by the COFACE Agent for the
      purpose of calculating its Additional Cost Rate.  In particular,
      but without limitation, each Lender shall supply the following information
      on or prior to the date on which it becomes a
  Lender:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      jurisdiction of its Facility Office;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      other information that the COFACE Agent may reasonably require for such
      purpose.

              


      

       

      Each
Lender shall promptly notify the COFACE Agent of any change to the information
provided by it pursuant to this paragraph.

       

      
        	
                8.

              	
                The
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the COFACE Agent based upon the information supplied to it
      pursuant to paragraph 6 and 7
above.

              


      

       

      
        	
                9.

              	
                The
      COFACE Agent shall have no liability to any person if such determination
      results in an Additional Cost Rate which over or under compensates any
      Lender and shall be entitled to assume that the information provided by
      any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above
      is true and correct in all
respects.

              


      

       

      
        	
                10.

              	
                The
      COFACE Agent shall distribute the additional amounts received as a result
      of the Mandatory Cost to the Lenders on the basis of the Additional Cost
      Rate for each Lender based on the information provided by each Lender and
      each Reference Bank pursuant to paragraphs 3, 6 and 7
      above.

              


      

       

      
        	
                11.

              	
                Any
      determination by the COFACE Agent pursuant to this Schedule in relation to
      a formula, the Mandatory Cost, an Additional Cost Rate or any amount
      payable to a Lender shall, in the absence of manifest error, be conclusive
      and binding on all Parties.

              


      

       

      
        	
                12.

              	
                The
      COFACE Agent may from time to time, after consultation with the Borrower
      and the Lenders, determine and notify to all Parties any amendments which
      are required to be made to this Schedule in order to comply with any
      change in Law, regulation or any requirements from time to time imposed by
      the Bank of England, the Financial Services Authority or the European
      Central Bank (or, in any case, any other authority which replaces all or
      any of its functions) and any such determination shall, in the absence of
      manifest error, be conclusive and binding on all
  Parties.

              


      

       

      
        
           


        

        
          171

          
            

          

        

        
           


        

      

       

      SCHEDULE
5

       

      FORM
OF TRANSFER CERTIFICATE

       

      
        	
                To:

              	
                [●]
      as COFACE Agent

              


      

       

      
        	
                From:

              	
                [The Existing Lender]
      (the “Existing
      Lender”) and [The
      New Lender] (the “New
    Lender”)

              


      

       

      
        	
                Dated:

              	
                [●]

              


      

       

      COFACE
Facility Agreement dated [●] (the “Agreement”)

       

      
        	
                1.

              	
                We
      refer to the Agreement.  This is a Transfer
      Certificate.  Terms defined in the Agreement have the same
      meaning in this Transfer Certificate unless given a different meaning in
      this Transfer Certificate.

              


      

       

      
        	
                2.

              	
                We
      refer to Clause 26.5 (Procedure for Transfer)
      of the Agreement:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Existing Lender and the New Lender agree to the Existing Lender
      transferring to the New Lender by novation all or part of the Existing
      Lender’s Commitment, rights and obligations referred to in the Schedule in
      accordance with Clause 26.5 (Procedure for
      Transfer) of the
Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      proposed Transfer Date is [●].

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Office and address, fax number and attention details for
      notices of the New Lender for the purposes of Clause 33.2 (Addresses) of the
      Agreement are set out in the
Schedule.

              


      

       

      
        	
                3.

              	
                The
      New Lender expressly acknowledges the limitations on the Existing Lender’s
      obligations set out in paragraph (c) of Clause 26.4 (Limitation of Responsibility
      of Existing Lenders) of the
  Agreement.

              


      

       

      
        	
                4.

              	
                The
      New Lender confirms that the person beneficially entitled to interest
      payable to that Lender in respect of an advance under a Finance Document
      is a Qualifying Lender.

              


      

       

      
        	
                5.

              	
                This
      Transfer Certificate may be executed in any number of counterparts
      and this has the same effect as if the signatures on the counterparts were
      on a single copy of this Transfer
Certificate.

              


      

       

      
        	
                6.

              	
                This
      Transfer Certificate and any non-contractual obligations arising out of or
      in connection with it are governed by English
  law.

              


      

       

      
        	
                7.

              	
                For
      the purposes of Article 1278 and
      seq. of the
      French Civil Code, it is agreed that the security interest created
      pursuant to the Pledge of Bank Accounts shall be preserved for the benefit
      of the New Lender and all other Finance
Parties.

              


      


      
        
           


        

        
          172

          
            

          

        

        
           


        

      


      THE
SCHEDULE

       

      Commitment/rights
and obligations to be transferred

       

      [insert relevant
details]

      [Facility Office address, fax
number and attention details for notices and account details
for

      payments,]

       

      
        
          	
                  [Existing
      Lender]

                	
                  [New
      Lender]

                
	 
      	 
      
	
                  By:
      [●]

                	
                  By:
      [●]

                


        

      

       

      This
Transfer Certificate is accepted by the COFACE Agent and the Transfer Date is
confirmed as [●].

       

      [COFACE
Agent]

       

      By:           [●]


      
        
           


        

        
          173

          
            

          

        

        
           


        

      


      SCHEDULE
6

       

      THE
SECURITY AGENT

       

      
        	
                1.

              	
                SECURITY
      AGENT AS HOLDER OF LIENS

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      this Clause:

              


      

       

      “Finance Party Claim” means any
amount which an Obligor owes to a Finance Party under or in connection with the
Finance Documents; and

       

      “Security Agent Claim” means
any amount which an Obligor owes to the Security Agent under this
Clause.

       

      
        	
                 
      

              	
                (b)

              	
                Unless
      expressly provided to the contrary in any Finance Document, the Security
      Agent holds:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      security created by a Security Document governed by any relevant
      law;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      benefit of any Security Agent Claims;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      proceeds of security,

              


      

       

      for the
benefit, and as the property, of the Finance Parties.

       

      
        	
                 
      

              	
                (c)

              	
                The
      Security Agent will separately identify in its records the property rights
      referred to in paragraph (b)
above.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Borrower must pay the Security Agent, as an independent and separate
      creditor, an amount equal to each Finance Party Claim on its due
      date.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Security Agent may enforce performance of any Security Agent Claim in its
      own name as an independent and separate right.  This includes
      any suit, execution, enforcement of security, recovery of guarantees and
      applications for and voting in respect of any kind of insolvency
      proceeding.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Each
      Finance Party must, at the request of the Security Agent, perform any act
      required in connection with the enforcement of any Security Agent
      Claim.  This includes joining in any proceedings as co-claimant
      with the Security Agent.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Unless
      the Security Agent fails to enforce a Security Agent Claim within a
      reasonable time after its due date, a Finance Party may not take any
      action to enforce the corresponding Finance Party Claim unless it is
      requested to do so by the Security
Agent.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                The
      Borrower irrevocably and unconditionally waives any right it may have to
      require a Finance Party to join in any proceedings as co-claimant with the
      Security Agent in respect of any Security Agent
  Claim.

              


      

       

      
        
           


        

        
          174

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (i)

              	
                (A) Discharge
      by the Borrower of a Finance Party Claim will discharge the corresponding
      Security Agent Claim in the same amount; and (B) Discharge by the
      Borrower of a Security Agent Claim will discharge the corresponding
      Finance Party Claim in the same
amount.

              


      

       

      
        	
                 
      

              	
                (j)

              	
                The
      aggregate amount of the Security Agent Claims will never exceed the
      aggregate amount of Finance Party
Claims.

              


      

       

      
        	
                 
      

              	
                (k)

              	
                (A) A
      defect affecting a Security Agent Claim against the Borrower will not
      affect any Finance Party Claim; and (B) A defect affecting a Finance
      Party Claim against the Borrower will not affect any Security Agent
      Claim.

              


      

       

      
        	
                 
      

              	
                (l)

              	
                If
      the Security Agent returns to the Borrower, whether in any kind of
      insolvency proceedings or otherwise, any recovery in respect of which it
      has made a payment to a Finance Party, that Finance Party must repay an
      amount equal to that recovery to the Security
  Agent.

              


      

       

      
        	
                2.

              	
                RESPONSIBILITY

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Security Agent is not liable or responsible to any other Finance Party
      for:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      failure in perfecting or protecting the security created by any Security
      Document; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      other action taken or not taken by it in connection with any Security
      Document,

              


      

       

      unless
caused by its gross negligence or wilful misconduct.

       

      
        	
                 
      

              	
                (b)

              	
                The
      Security Agent is not responsible
for:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      right or title of any person in or to, or the value of, or sufficiency of
      any part of the security created by the Security
  Documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      priority of any security created by the Security Documents;
    or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      existence of any other Lien affecting any asset secured under a Security
      Document.

              


      

       

      
        	
                3.

              	
                TITLE

              


      

       

      The
Security Agent may accept, without enquiry, the title (if any) the Borrower may
have to any asset over which security is intended to be created by any Security
Document.

       

      
        	
                4.

              	
                POSSESSION
      OF DOCUMENTS

              


      

       

      The
Security Agent is not obliged to hold in its own possession any Security
Document, title deed or other document in connection with any asset over which
security is intended to be created by a Security Document.  Without
prejudice to the above, the Security Agent may allow any bank providing safe
custody services or any professional adviser to the Security Agent to retain any
of those documents in its possession.


      
        
           


        

        
          175

          
            

          

        

        
           


        

      

       

      
        	
                5.

              	
                INVESTMENTS

              


      

       

      Except as
otherwise provided in any Security Document, all moneys received by the Security
Agent under a Security Document may be:

       

      
        	
                 
      

              	
                (a)

              	
                invested
      in the name of, or under the control of, the Security Agent in any
      investment for the time being authorised by any relevant law for the
      investment by trustees of trust money or in any other investments which
      may be selected by the Security Agent with the consent of the Majority
      Lenders; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                placed
      on deposit in the name of, or under the control of, the Security Agent at
      any bank or institution (including any Finance Party) and on such terms as
      the Security Agent may agree.

              


      

       

      
        	
                6.

              	
                APPROVAL

              


      

       

      Each
Finance Party:

       

      
        	
                 
      

              	
                (a)

              	
                confirms
      its approval of each Security Document;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                authorises
      and directs the Security Agent (by itself or by such person(s) as it may
      nominate) to enter into and enforce the Security Documents as trustee (or
      agent) or as otherwise provided (and whether or not expressly in the names
      of the Finance Parties) on its
behalf.

              


      

       

      
        	
                7.

              	
                CONFLICT
      WITH SECURITY DOCUMENTS

              


      

       

      If there
is any conflict between this Agreement and any Security Document with regard to
instructions to, or other matters affecting, the Security Agent, this Agreement
will prevail.

       

      
        	
                8.

              	
                RELEASE
      OF SECURITY

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      a disposal of any asset subject to security created by a Security Document
      is made to a person (which is and will remain) outside the Group in the
      following circumstances:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      the Lenders agree to the disposal;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      disposal is being made at the request of the Security Agent in
      circumstances where any security created by the Security Documents has
      become enforceable;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      disposal is allowed by the terms of the Finance Documents and will not
      result or could not reasonably be expected to result in any Default;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      disposal is being effected by enforcement of a Security Document, the
      asset(s) being disposed of will be released from any security over it
      created by a Security Document.

              


      

       

      
        
           


        

        
          176

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Any
      release under this Subclause will not become effective until the date of
      the relevant disposal or otherwise in accordance with the consent of all
      the Lenders.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      a disposal is not made, then any release relating to that disposal will
      have no effect, and the obligations of the Borrower under the Finance
      Documents will continue in full force and
  effect.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If
      the Security Agent so requests pursuant to a release under this Subclause,
      (at the request and expense of the Borrower) each Finance Party must enter
      into any document and do all such other things which are reasonably
      required to achieve that release.  Each other Finance Party
      irrevocably authorises the Security Agent to enter into any such
      document.

              


      

       

      
        	
                9.

              	
                CO-SECURITY
      AGENT

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Security Agent may appoint a separate security agent or a co-security
      agent in any jurisdiction:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      the Security Agent considers that without the appointment the interests of
      the Lenders under the Finance Documents might be materially and adversely
      affected;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                for
      the purpose of complying with any law, regulation or other condition in
      any jurisdiction; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                for
      the purpose of obtaining or enforcing a judgment or enforcing any Finance
      Document in any jurisdiction.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      appointment under this Subclause will only be effective if the security
      agent or co-security agent confirms to the Security Agent and the Borrower
      in form and substance satisfactory to the Security Agent that it is bound
      by the terms of this Agreement as if it were the Security
      Agent.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Security Agent may remove any security agent or co-security agent
      appointed by it and may appoint a new security agent or co-security agent
      in its place.

              


      

       

      
        	
                11.

              	
                INFORMATION

              


      

       

      Each
Finance Party and the Borrower must supply the Security Agent with any
information that the Security Agent may reasonably specify as being necessary or
desirable to enable it to perform its functions under this
Clause.


      
        
           


        

        
          177

          
            

          

        

        
           


        

      

       

      
        	
                12.

              	
                PERFECTION
      OF SECURITY

              


      

       

      Borrower
must (at its own cost) take any action and enter into and deliver any document
which is required by the Security Agent so that a Security Document provides for
effective and perfected security in favour of any successor Security
Agent.


      
        
           


        

        
          178

          
            

          

        

        
           


        

      

       

      SCHEDULE
7

       

      KNOW
YOUR CUSTOMER REQUIREMENTS

       

      The
Borrower shall provide the following documents to the COFACE Agent, upon the
request of a Finance Party, in original or certified copy form:

       

      
        	
                1.

              	
                Formation
      Documents: original or
      certified copies of the certificate of commercial registration, memorandum
      of association or any other equivalent formation documents in English that
      have been filed with the relevant business registry in the jurisdiction of
      formation of the Borrower and any other trading
  names;

              


      

       

      
        	
                2.

              	
                List of Directors: a certified list
      of all directors of the Borrower
including:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                names;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                nationalities;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                dates
      of birth; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                business
      addresses;

              


      

       

      
        	
                3.

              	
                Passports: a certified copy
      of the passports of the persons signing each of the Finance Documents for
      and on behalf of the Borrower;

              


      

       

      
        	
                4.

              	
                Financials: most recent annual
      audited financial reports (if any) and the latest unaudited statement of
      accounts; and

              


      

       

      
        	
                5.

              	
                Listing: evidence that the
      Borrower is a listed entity.

              


      

       

      
        
           


        

        
          179

          
            

          

        

        
           


        

      

       

      SCHEDULE
8

       

      FORM
OF COMPLIANCE CERTIFICATE

       

      
        	
                To:

              	
                BNP
      Paribas as COFACE Agent

              


      

       

      
        	
                From:

              	
                [Borrower]

              


      

       

      
        	
                Dated: 

              	
                [●]

              


      

       

      Dear
Sirs

       

      Globalstar
COFACE Facility Agreement dated [●] (the “Agreement”)

       

      
        	
                1.

              	
                We
      refer to the Agreement.  This is a Compliance
      Certificate.  Terms defined in the Agreement have the same
      meaning in this Compliance Certificate unless given a different meaning in
      this Compliance Certificate.

              


      

       

      
        	
                2.

              	
                We
      confirm that:  [Insert details of covenants to be
      certified].

              


      

       

      
        	
                3.

              	
                We
      confirm that the amounts as of the date of this Compliance Certificate in
      each of the Project Accounts are as
follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Capital Expenditure Account –
US$[●];

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Collection Account – US$[●];

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Borrower Contingent Equity Account –
US$[●];

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Thermo Contingent Equity Account –
US$[●];

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      Convertible Note Reserve Account –
US$[●];

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Debt Service Account – US$[●];

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Debt Service Reserve Account –
US$[●];

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Distribution Account – US$[●]; and

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Insurance Proceeds Account –
US$[●].

              


      

       

      
        	
                4.

              	
                [We
      confirm that no Default is continuing.]*

              


      

       

      
        
          
            
              
                
                  
                    	
                            Signed:

                          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                            Director

                          	 
      	
                            Director

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                            Of

                          	 
      	
                            Of

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              

                          	
                            [Borrower]

                          	
                              

                          	
                            [Borrower]

                          


                  

                

              

            

          

        

      

      

        


      
        
          	
                  *

                	
                  If
      this statement cannot be made, the certificate should identify any Default
      that is continuing and the steps, if any, being taken to remedy
      it.

                


        

        


        
          
            
               


            

            
              180

              
                

              

            

            
               


            

          

        

         

        SCHEDULE
9

         

        ERISA
PLANS

      

       

      
        	
                1.

              	
                Globalstar,
      Inc. Savings Plan (401(k));

              


      

       

      
        	
                2.

              	
                Globalstar,
      Inc. Pension Plan (Retirement);

              


      

       

      
        	
                3.

              	
                Globalstar,
      Inc. Comprehensive Welfare Benefits Plan (medical, dental, vision,
      life);

              


      

       

      
        	
                4.

              	
                Globalstar,
      Inc. Disability Plan; and

              


      

       

      
        	
                5.

              	
                Globalstar,
      Inc. Section 125 Flex Plan.

              


      

       

      
        
           


        

        
          181

          
            

          

        

        
           


        

      

       

      SCHEDULE
10

       

      FORM
OF CONFIDENTIALITY UNDERTAKING

       

      
        To:

      

       

      
        
          
            
              
                
                  	
                           

                           

                           

                           

                        	
                          [insert name of Potential
      Lender]

                        


                

              

            

          

        

      

       

      
        	
                Re:

              	
                The
      Facility

              


      

       

      
        
          
            	
                    Borrower:

                     

                    Amount:

                     

                    COFACE
      Agent:

                  	 
      


          

        

      

       

      Dear
Sirs,

       

      We
understand that you are considering participating in the Facility.  In
consideration of us agreeing to make available to you certain information, by
your signature of a copy of this letter you agree as follows:

       

      
        	
                1.

              	
                Confidentiality
      Undertaking: You
      undertake:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                to
      keep the Confidential Information confidential and not to disclose it to
      anyone except as provided for by paragraph 2 below and to ensure that
      the Confidential Information is protected with security measures and a
      degree of care that would apply to your own confidential
      information;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      use the Confidential Information only for the Permitted Purpose;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      use all reasonable endeavours to ensure that any person to whom you pass
      any Confidential Information (unless disclosed under paragraph 2(b)
      below) acknowledges and complies with the provisions of this letter as if
      that Person were also a party to
it.

              


      

       

      
        	
                2.

              	
                Permitted
      Disclosure: We agree that you
      may disclose Confidential
Information:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                to
      members of the Participant Group and their officers, directors, employees
      and professional advisers to the extent necessary for the Permitted
      Purpose and to any auditors of members of the Participant
      Group;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (i) where
      requested or required by any court of competent jurisdiction or any
      competent judicial, governmental, supervisory or regulatory body,
      (ii) where required by the rules of any stock exchange on which the
      shares or other securities of any member of the Participant Group are
      listed or (iii) where required by the laws or regulations of any
      country with jurisdiction over the affairs of any member of the
      Participant Group; or

              


      

       

      
        
          
          

        

        
          182

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                with
      the prior written consent of us and the
  Borrower.

              


      

       

      
        	
                3.

              	
                Notification
      of Required or Unauthorised Disclosure: You agree (to the
      extent permitted by law and except where disclosure is to be made to any
      competent supervisory or regulatory body during the ordinary course of its
      supervisory or regulatory function over you) to inform us of the full
      circumstances of any disclosure under paragraph 2(b) or upon becoming
      aware that Confidential Information has been disclosed in breach of this
      letter.

              


      

       

      
        	
                4.

              	
                Return of
      Copies: If we so request
      in writing, you shall return all Confidential Information supplied to you
      by us and destroy or permanently erase (to the extent technically
      practicable) all copies of Confidential Information made by you and use
      all reasonable endeavours to ensure that anyone to whom you have supplied
      any Confidential Information destroys or permanently erases (to the extent
      technically practicable) such Confidential Information and any copies made
      by them, in each case save to the extent that you or the recipients are
      required to retain any such Confidential Information by any applicable
      law, rule or regulation or by any competent judicial, governmental,
      supervisory or regulatory body or in accordance with internal policy, or
      where the Confidential Information has been disclosed under
      paragraph 2(b) above.

              


      

       

      
        	
                5.

              	
                Continuing
      Obligations: The obligations in
      this letter are continuing and, in particular, shall survive the
      termination of any discussions or negotiations between you and
      us.  Notwithstanding the previous sentence, the obligations in
      this letter shall cease on the earlier of (a) the date you become a
      party to or otherwise acquire (by assignment, sub participation or
      otherwise) an interest, direct or indirect in the Facility and
      (b) twelve Months after you have returned all Confidential
      Information supplied to you by us and destroyed or permanently erased (to
      the extent technically practicable) all copies of Confidential Information
      made by you (other than any such Confidential Information or copies which
      have been disclosed under paragraph 2 above (other than
      sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are
      not required to be returned or
destroyed).

              


      

       

      
        	
                6.

              	
                No
      Representation; Consequences of Breach, etc: You acknowledge
      and agree that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                neither
      we, nor any member of the Group nor any of our or their respective
      officers, employees or advisers (each a “Relevant Person”)
      (i) make any representation or warranty, express or implied, as to,
      or assume any responsibility for, the accuracy, reliability or
      completeness of any of the Confidential Information or any other
      information supplied by us or the assumptions on which it is based or
      (ii) shall be under any obligation to update or correct any
      inaccuracy in the Confidential Information or any other information
      supplied by us or be otherwise liable to you or any other Person in
      respect to the Confidential Information or any such information;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                we
      or members of the Group may be irreparably harmed by the breach of the
      terms of this letter and damages may not be an adequate remedy; each
      Relevant Person may be granted an injunction or specific performance for
      any threatened or actual breach of the provisions of this letter by
      you.

              


      

       

      
        
          
          

        

        
          183

          
            

          

        

        
          
          

        

      

       

      
        	
                7.

              	
                No Waiver;
      Amendments, etc: This letter sets
      out the full extent of your obligations of confidentiality owed to us in
      relation to the information the subject of this letter.  No
      failure or delay in exercising any right, power or privilege under this
      letter will operate as a waiver thereof nor will any single or partial
      exercise of any right, power or privilege preclude any further exercise
      thereof or the exercise of any other right, power or privileges under this
      letter.  The terms of this letter and your obligations under
      this letter may only be amended or modified by written agreement between
      us.

              


      

       

      
        	
                8.

              	
                Inside
      Information: You acknowledge
      that some or all of the Confidential Information is or may be
      price-sensitive information and that the use of such information may be
      regulated or prohibited by applicable legislation including securities law
      relating to insider dealing and market abuse and you undertake not to use
      any Confidential Information for any unlawful
  purpose.

              


      

       

      
        	
                9.

              	
                Nature of
      Undertakings: The undertakings
      given by you under this letter are given to us and (without implying any
      fiduciary obligations on our part) are also given for the benefit of the
      Borrower and each other member of the
Group.

              


      

       

      
        	
                10.

              	
                Third Party
      Rights:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to this paragraph 10 and to paragraph 6 and paragraph 9, a
      person who is not a party to this letter has no right under the Contracts
      (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to
      enforce or enjoy the benefit of any term of this
  letter.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Relevant Persons may enjoy the benefit of paragraphs 6 and 9 subject
      to and in accordance with this paragraph 10 and the provisions of the
      Third Parties Act.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      parties to this letter do not require the consent of any Relevant Person
      to rescind or vary this letter at any
time.

              


      

       

      
        	
                11.

              	
                Governing
      Law and Jurisdiction: This letter
      (including the agreement constituted by your acknowledgement of its terms)
      shall be governed by and construed in accordance with the laws of England
      and the parties submit to the non-exclusive jurisdiction of the English
      courts.

              


      

       

      
        	
                12.

              	
                Definitions: In this letter
      (including the acknowledgement set out below) terms defined in the
      Facility shall, unless the context otherwise requires, have the same
      meaning and:

              


      

       

      “Confidential Information”
means any information relating to the Borrower, the Group, and the Finance
Documents, provided to you by us or any of our affiliates or advisers, in
whatever form, and includes information given orally and any document,
electronic file or any other way of representing or recording information which
contains or is derived or copied from such information but excludes information
that (a) is or becomes public knowledge other than as a direct or indirect
result of any breach of this letter or (b) is known by you before the date
the information is disclosed to you by us or any of our affiliates or advisers
or is lawfully obtained by you after that date, other than from a source which
is connected with the Group and which, in either case, as far as you are aware,
has not been obtained in violation of, and is not otherwise subject to, any
obligation of confidentiality;

       

      
        
          
          

        

        
          184

          
            

          

        

        
          
          

        

      

       

      “Group” means the Borrower and
each of its holding companies and subsidiaries and each subsidiary of each of
its holding companies (as each such term is defined in the Companies
Act 1985);

       

      “Participant Group” means you,
each of your holding companies and subsidiaries and each subsidiary of each of
your holding companies (as each such term is defined in the Companies
Act 1985); and

       

      “Permitted Purpose” means
considering and evaluating whether to enter into the Facility.

       

      Please
acknowledge your agreement to the above by signing and returning the enclosed
copy.

       

      Yours
faithfully


       

      _________________

       

      
        
          
            
              	
                      For
      and on behalf of

                    	 
      
	
                      Mandated
      Lead Arranger

                    	 
      
	
                      To:
      [Mandated Lead Arranger]

                    	 
      
	
                      The
      Borrower and each other member of the Group

                    	 
      
	
                      We
      acknowledge and agree to the above:

                    	 
      


            

          

        

      

       

      
        _________________

      

      
        
          
            	
                    For
      and on behalf of

                  	 
      
	
                    [Potential
      Lender]

                  	 
      


          

        

      


      
        
           


        

        
          185

          
            

          

        

        
           


        

      


      SCHEDULE
11

       

      PAYMENT
TERMS

       

      Each
payment under this Agreement shall be payable:

       

      
        	
                (a)

              	
                to
      the Supplier and/or the Launch Services Provider, as the case may be;
      or

              


      

       

      
        	
                (b)

              	
                in
      the case of a reimbursement to the Borrower, to the
    Borrower,

              


      

       

      against
presentation of:

       

      
        	
                 
      

              	
                (i)

              	
                a
      copy of a duly certified Invoice and a Qualifying
    Certificate;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of payments to the Supplier only, a certificate of completion, as
      provided for in the Satellite Construction Contract, duly signed by the
      Borrower;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      Utilisation Request; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                in
      relation to a reimbursement to the Borrower, a certificate signed by a
      Responsible Officer of the Borrower confirming to the COFACE
      Agent:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                that
      the Borrower has made the payment in respect of which the reimbursement is
      required; and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      purpose for which the Loan shall be
applied.

              


      

       

      
        
           


        

        
          186

          
            

          

        

        
           


        

      


      SCHEDULE
12

       

      MATERIAL
CONTRACTS

       

      
        	
                1.

              	
                QUALCOMM
      Globalstar Satellite Products Supply Agreement by and between QUALCOMM
      Incorporated and the Borrower (then named “New Operating Globalstar LLC”),
      dated as of 13 April 2004
(NOG-C-04-0137).

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Amendment
      Number 1 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 25 May 2005;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Amendment
      Number 2 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 25 May 2005;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Amendment
      Number 3 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 30 September 2005;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Amendment
      Number 4 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 15 August 2006;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Amendment
      Number 5 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 20 November 2007;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Amendment
      Number 6 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 20 November 2007;
and

              


      

       

      
        	  	
                (g)

              	
                Amendment
      Number 7 to QUALCOMM Globalstar Satellite Products Supply Agreement,
      dated as of 27 October 2008.

              


      

       

      
        	
                2.

              	
                Satellite
      Construction Contract between the Borrower and the Supplier dated as of
      30 November 2006.

              


      

       

      
        	  	
                (a)

              	
                Amendment
      Number 1 to Satellite Construction Contract, dated as of 12 December
      2006;

              


      

       

      
        	  	
                (b)

              	
                Amendment
      Number 2 to Satellite Construction Contract, dated as of
      31 October 2007;

              


      

       

      
        	  	
                (c)

              	
                Amendment
      Number 3 to Satellite Construction Contract, dated as of
      19 December 2007;

              


      

       

      
        	  	
                (d)

              	
                Amendment
      Number 4 to Satellite Construction Contract, dated as of 17 July
      2008;

              


      

       

      
        	  	
                (e)

              	
                Amendment
      Number 5 to Satellite Construction Contract, dated as of
      9 December 2008;

              


      

       

      
        	  	
                (f)

              	
                Amendment
      Number 6 to Satellite Construction Contract, dated as of
      5 February 2009;

              


      

       

      
        	  	
                (g)

              	
                Amendment
      Number 7 to Satellite Construction Contract, dated as of 5 March
      2009;

              


      

       

      
        
          
          

        

        
          187

          
            

          

        

        
          
          

        

      

       

      
        	  	
                (h)

              	
                Amendment
      Number 8 to Satellite Construction Contract, dated as of 9 April
      2009; and

              


      

       

      
        	  	
                (i)

              	
                Amended
      and Restated Satellite Construction
Contract.

              


      

       

      
        	
                3.

              	
                Escrow
      Agreement between the Borrower, the Supplier and Société Générale dated
      21 December 2006 (to be terminated at Financial
    Closing).

              


      

       

      
        	
                4.

              	
                Control
      Network Facility Construction Contract between the Borrower and the
      Supplier dated as of 22 March
2007.

              


      

       

      
        	  	
                (a)

              	
                Change
      Notice Number 1 to Control Network Facility Construction
      Contract dated as of 21 March 2008;
and

              


      

       

      
        	  	
                (b)

              	
                Change
      Notice Number 2 to Control Network Facility Construction
      Contract dated as of 8 August
2008.

              


      

       

      
        	
                5.

              	
                Launch
      Services Agreement between the Borrower and the Launch Services Provider
      dated as of 5 September 2007 and Amendment Number 1 to Launch
      Services Agreement, dated as of 5 July
  2008.

              


      

       

      
        	
                6.

              	
                Radio
      Access Network and User Terminal Subsystem Contract between the Borrower
      and Hughes, effective as of 1 May
2008.

              


      

       

      
        	
                7.

              	
                Core
      Network Purchase Agreement between the Borrower and Ericsson, dated as of
      1 October 2008.

              


      

       

      
        	
                8.

              	
                Senior
      Indenture between the Borrower and U.S. Bank, National Association
      dated as of 15 April 2008.

              


      

       

      
        	  	
                (a)

              	
                First
      Supplemental Indenture to Senior Indenture dated as of 15 April 2008;
      and

              


      

       

      
        	  	
                (b)

              	
                Amendment
      to First Supplemental Indenture dated as of 1 December
      2008.

              


      

       

      
        	
                9.

              	
                Pledge
      and Escrow Agreement between the Borrower and U.S. Bank National
      Association dated 15 April
2008.

              


      

       

      
        	
                10.

              	
                Thermo
      Facility Agreement (to be repaid and terminated at Financial
      Closing).

              


      

       

      
        	
                11.

              	
                The
      Finance Documents.

              


      

       

      
        
          
          

        

        
          188

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
13

       

      LABOUR
AND COLLECTIVE BARGAINING AGREEMENTS

       

      A labour
and collective bargaining agreement dated 25 August 2008 and entered in
between Sintte/RJ (Sindicato dos Trabalhadores em Empresas de Telecomunicações,
Transmissão de Dados e Correio Eletrônico, Telefonia Móvel Celular, Serviços
Troncalizados de Comunicação, Rádiochamadas, Telemarketing, Projeto, Construção,
Instalação e Operação de Mesas Telefônicas no Estado do Rio de Janeiro) and
Globalstar do Brasil S.A..


      
        
           


        

        
          189

          
            

          

        

        
           


        

      

       

      SCHEDULE
14

       

      FINANCIAL
INDEBTEDNESS AND GUARANTEE OBLIGATIONS

       

      
        	
                1.

              	
                A
      letter agreement entered into between Hughes and the Borrower and dated
      25 September 2008, in respect of payment deferral
      arrangements.

              


      

       

      
        	
                2.

              	
                Amendment
      Number 1 to Launch Services Agreement, dated as of 9 July 2008
      (see Schedule 12, Item 5).

              


      

       

      
        	
                3.

              	
                Open
      end promissory note in the maximum principal amount of US$10,000,000 dated
      23 March 2006 from Globalstar de Venezuela, C.A. to Globalstar Canada
      Satellite Co., having a balance outstanding of US$912,029 as of
      31 March 2009.

              


      

       

      
        	
                4.

              	
                Open
      end line of credit promissory note in the maximum principal amount of
      US$50,000,000 dated 30 June 2007 and amended 31 December 2008
      from Globalstar Canada Satellite Co. to the Borrower, having a balance
      outstanding of US$28,359,863 as of 31 March
  2009.

              


      

       

      
        	
                5.

              	
                Thermo
      Facility Agreement.

              


      

       

      
        	
                6.

              	
                5.75%
      Senior Convertible Notes of the Borrower due 2028, US$71,804,000
      outstanding as of 31 March
2009.

              


      

       

      
        
           


        

        
          190

          
            

          

        

        
           


        

      


      SCHEDULE
15

       

      COMMUNICATION
LICENCES

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            LICENCEE

                                            (HOLDER)

                                          	 
      	
                                            CALL SIGN

                                          	 
      	
                                            FILE NO.

                                          	 
      	
                                            DESCRIPTION

                                          
	 	 	 	 	 	 	 
	
                                            Globalstar

                                            Licensee LLC

                                          	 
      	
                                            S2115

                                          	 
      	
                                            SAT-ASG-20060724-00078, SAT-A/O-199910603-00010
      (formerly 19-DSS-P-91(48)), CSS-91-014)

                                             

                                            SAT-MOD-20050301-00054  (ATC
      authorization) & SAT-MOD-20080516-00106

                                             

                                            Order FCC 08-248 (Oct. 15, 2008)

                                             

                                            Order FCC 08-254 (Oct. 31,
      2008)

                                          	 
      	
                                            1.6/2.4 GHz NGSO Licence. expires
      4/21/13

                                             

                                            (ATC –
      1610-1617.775/2483.5-2495 MHz)

                                             

                                            Reduced L-band assignment to 1610-1618.725
      MHz2

                                             

                                            Authorised the provision of ATC
      services using WiMAX protocols3

                                          
	 	 	 	 	 	 	 
	
                                            Globalstar Licensee LLC

                                          	 
      	
                                            WC2XOF

                                          	 
      	
                                            0087-EX-RR-2008

                                          	 
      	
                                            Expires 6/1/13

                                          
	 	 	 	 	 	 	 
	
                                            Globalstar Licensee LLC

                                          	 
      	
                                            WC2XXD

                                          	 
      	
                                            0143-EX-RR-2007

                                          	 
      	
                                            Expires 9/1/11

                                          
	 	 	 	 	 	 	 
	
                                            GUSA Licensee LLC

                                          	 
      	
                                            E000342

                                          	 
      	
                                            SES-ASG-20060724-01238 &
      SES-LIC-20000706-01091

                                          	 
      	
                                            Clifton TX Gateway licence – Expires
      3/22/11

                                          
	 	 	 	 	 	 	 
	
                                            GUSA Licensee LLC

                                          	 
      	
                                            E000343

                                          	 
      	
                                            SES-ASG-20060724-01238 &
      SES-LIC-20000706-01092

                                          	 
      	
                                            Clifton TX Gateway licence – Expires
      3/22/11

                                          
	 	 	 	 	 	 	 
	
                                            GUSA Licensee LLC

                                          	 
      	
                                            E000344

                                          	 
      	
                                            SES-ASG-20060724-01238 &
      SES-LIC-20000706-01093

                                          	 
      	
                                            Clifton TX Gateway licence – Expires
      3/22/11

                                          
	 	 	 	 	 	 	 
	
                                            GUSA Licensee LLC

                                          	 
      	
                                            E000345

                                          	 
      	
                                            SES-ASG-20060724-01238 & SES-LIC-20000706-01094

                                          	 
      	
                                            Clifton TX Gateway licence – Expires
      3/22/11

                                          
	 	 	 	 	 	 	 
	
                                            GUSA Licensee LLC

                                          	
                                              

                                          	
                                            E970199

                                          	
                                              

                                          	
                                            SES-RWL-20080118-00069

                                          	
                                              

                                          	
                                            Clifton TX Gateway TCU antenna – Expires
      2/27/23

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        


      
        1    See paragraph 2(d), Schedule
25.

      

        
        2    See paragraph 2(e), Schedule
25.

      


      
        
           


        

        
          191

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    LICENCEE

                                                    (HOLDER)

                                                  	 
      	
                                                    CALL SIGN

                                                  	 
      	
                                                    FILE NO.

                                                  	 
      	
                                                    DESCRIPTION

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E970381

                                                  	 
      	
                                                    SES-MOD-20070921-01309 &
      SES-LIC-19970710-00928

                                                  	 
      	
                                                    User terminal blanket licence – Expires
      10/4/09

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050097

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20050617-00768

                                                  	 
      	
                                                    Sebring, FL Gateway licence - Expires
      1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050098

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20050617-00769

                                                  	 
      	
                                                    Sebring, FL Gateway licence -Expires 1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050099

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20050617-00770

                                                  	 
      	
                                                    Sebring, FL Gateway licence -Expires
      1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050100

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20050617-00771

                                                  	 
      	
                                                    Sebring, FL Gateway licence -Expires
      1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050345

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20051122-01631

                                                  	 
      	
                                                    Wasilla, AK Gateway licence -Expires
      1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050346

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20051122-01632

                                                  	 
      	
                                                    Wasilla, AK Gateway licence -Expires
      1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA Licensee LLC

                                                  	 
      	
                                                    E050347

                                                  	 
      	
                                                    SES-ASG-20060724-01238 &
      SES-LIC-20051122-01633

                                                  	 
      	
                                                    Wasilla, AK Gateway licence -Expires
      1/4/22

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA

                                                  	 
      	
                                                    N/A

                                                  	 
      	
                                                    ITC-214-19990728-00484

                                                  	 
      	
                                                    Section 214 Certification – No
      expiration

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA

                                                  	 
      	
                                                    N/A

                                                  	 
      	
                                                    ITC-214-19991229-00795

                                                  	 
      	
                                                    Section 214 Certification – No
      expiration

                                                  
	 	 	 	 	 	 	 
	
                                                    GUSA

                                                  	 
      	
                                                    N/A

                                                  	 
      	
                                                    ITC-214-20000615-00356

                                                  	 
      	
                                                    Section 214 Certification – No
      expiration

                                                  
	 	 	 	 	 	 	 
	
                                                    GCL Licensee LLC

                                                  	
                                                      

                                                  	
                                                    E990335

                                                  	
                                                      

                                                  	
                                                    SES-ASG-20060724-01239 &
      SES-LIC-19990809-01349, SES-MOD-20050728-01004

                                                  	
                                                      

                                                  	
                                                    Las Palmas, PR Gateway licence – Expires
      6/23/10

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          192

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  LICENCEE

                                  (HOLDER)

                                	 
      	
                                  CALL SIGN

                                	 
      	
                                  FILE NO.

                                	 
      	
                                  DESCRIPTION

                                
	 	 	 	 	 	 	 
	
                                  GCL Licensee LLC

                                	 
      	
                                  E990336

                                	 
      	
                                  SES-ASG-20060724-01239 & SES-LIC-19990809-01350,
      SES-MOD-20050728-01006

                                	 
      	
                                  Las Palmas, PR Gateway licence – Expires
      6/23/10

                                
	 	 	 	 	 	 	 
	
                                  GCL Licensee LLC

                                	 
      	
                                  E990337

                                	 
      	
                                  SES-ASG-20060724-01239 &
      SES-LIC-19990809-01351, SES-MOD-20050728-01005

                                	 
      	
                                  Las Palmas, PR Gateway licence – Expires
      6/23/10

                                
	 	 	 	 	 	 	 
	
                                  GCL
      Licensee LLC

                                	
                                    

                                	
                                  E050237

                                	
                                    

                                	
                                  SES-LIC-20050728-01007

                                	
                                    

                                	
                                  Las Palmas, PR Gateway licence – Expires
      10/17/20

                                


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          193

          
            

          

        

        
           


        

      


      SCHEDULE
16

       

      SATELLITES

       

      
        
          
            
              
                
                  
                    	
                            Orbital Plane

                            (8 total, A-H)

                          	 
      	
                            In-Plane Slot

                            Location

                          	 
      	
                            Satellite Flight

                            Model Number

                          	 
      	
                            Satellite Status as of

                            27-Feb-09

                          
	
                            A

                          	 
      	
                            1

                          	 
      	
                            56

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            63

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            64

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            3

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            31

                          	 
      	
                            In-service

                          
	
                            B

                          	 
      	
                            1

                          	 
      	
                            60

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            70

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            59

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            6

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            15

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            6

                          	 
      	
                            8

                          	 
      	
                            In-service

                          
	
                            C

                          	 
      	
                            1

                          	 
      	
                            69

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            71

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            44

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            46

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            45

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            6

                          	 
      	
                            37

                          	 
      	
                            In-service

                          
	
                            D

                          	 
      	
                            1

                          	 
      	
                            62

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            65

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            47

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            19

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            25

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            6

                          	 
      	
                            49

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            7

                          	 
      	
                            52

                          	 
      	
                            In-service

                          
	
                            E

                          	 
      	
                            1

                          	 
      	
                            72

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            51

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            30

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            39

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            32

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            6

                          	 
      	
                            42

                          	 
      	
                            In-service

                          
	
                            F

                          	 
      	
                            1

                          	 
      	
                            68

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            26

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            48

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            43

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            28

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            6

                          	 
      	
                            34

                          	 
      	
                            In-service

                          
	
                            G

                          	 
      	
                            1

                          	 
      	
                            33

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            2

                          	 
      	
                            66

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            3

                          	 
      	
                            58

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            4

                          	 
      	
                            24

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            5

                          	 
      	
                            27

                          	 
      	
                            In-service

                          
	 
      	 
      	
                            6

                          	 
      	
                            38

                          	 
      	
                            In-service

                          
	 
      	
                              

                          	
                            7

                          	
                              

                          	
                            53

                          	
                              

                          	
                            In-service

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          194

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  	
                          Orbital Plane

                          (8 total, A-H)

                        	 
      	
                          In-Plane Slot

                          Location

                        	 
      	
                          Satellite Flight

                          Model Number

                        	 
      	
                          Satellite Status as of

                          27-Feb-09

                        
	
                          H

                        	 
      	
                          1

                        	 
      	
                          67

                        	 
      	
                          In-service

                        
	 
      	 
      	
                          2

                        	 
      	
                          29

                        	 
      	
                          In-service

                        
	 
      	 
      	
                          3

                        	 
      	
                          36

                        	 
      	
                          In-service

                        
	 
      	 
      	
                          4

                        	 
      	
                          55

                        	 
      	
                          In-service

                        
	 
      	
                            

                        	
                          5

                        	
                            

                        	
                          40

                        	
                            

                        	
                          In-service

                        


                

              

            

          

        

      


      
        
           


        

        
          195

          
            

          

        

        
           


        

      

       

      SCHEDULE
17

       

      EXISTING
LIENS

       

      
        	
                1.

              	
                UCC-3
      Financing Statements filed with the Delaware Secretary of State on
      18 December 2007 against the Borrower and Subsidiary Guarantors
      amending previous UCC-1 Financing Statements to name Thermo, as the
      administrative agent, as secured
party:

              


      

       

      
        	
                  
      

              	
                (a)

              	
                Globalstar,
      Inc., original #61446640, assigned #2007
  4776109;

              


      

       

      
        	  
    	
                (b)

              	
                Globalstar
      USA, LLC, original #61446509, assigned #2007
  4776612;

              


      

       

      
        	  
    	
                (c)

              	
                Globalstar
      C, LLC #61446632, assigned #2007
4776372;

              


      

       

      
        	  
    	
                (d)

              	
                Globalstar
      Leasing LLC, original #61446608, assigned #2007
  4776208;

              


      

       

      
        	  
    	
                (e)

              	
                Globalstar
      Security Services, L.L.C., original #61446590, assigned #2007
      4776422;

              


      

       

      
        	  
    	
                (f)

              	
                ATSS
      Canada, Inc., original #61446566, assigned #2007
  4776547;

              


      

       

      
        	  
    	
                (g)

              	
                GSSI,
      LLC, original #61446574, assigned #2007
4776497;

              


      

       

      
        	  
    	
                (h)

              	
                Globalstar
      Licensee LLC, original #62989218, assigned #2007 4776729;
    and

              


      

       

      
        	  
    	
                (i)

              	
                GUSA
      Licensee LLC, original #62989283, assigned #2007
  4776802.

              


      

       

      
        	
                2.

              	
                UCC-1
      Financing Statement #20072125837 filed against Spot Inc., to which Spot
      LLC is a successor in interest, in favour of Thermo, as administrative
      agent with the Colorado Secretary of State on 18 December
      2007.

              


      

       

      
        	
                3.

              	
                Form 3C
      Personal Property Security Registrations filed against the Borrower and
      Subsidiary Guarantors in favour of the administrative agent with the
      Ontario, Canada Ministry of Consumer and Business Services on
      17 January 2008:

              


      

       

      
        	  
    	
                (a)

              	
                Globalstar,
      Inc. #625298679;

              


      

       

      
        	  
    	
                (b)

              	
                Globalstar
      USA, LLC #625298661;

              


      

       

      
        	  
    	
                (c)

              	
                Globalstar
      C, LLC #625298607;

              


      

       

      
        	  
    	
                (d)

              	
                Globalstar
      Leasing LLC #625298598;

              


      

       

      
        	  
    	
                (e)

              	
                Globalstar
      Security Services, LLC #625298625;

              


      

       

      
        	  
    	
                (f)

              	
                ATSS
      Canada, Inc. #625298643; and

              


      

       

      
        	  
    	
                (g)

              	
                GSSI,
      LLC #625298634.

              


      

       

      
        	
                4.

              	
                United
      States Patent and Trademark Office filings against the Borrower’s
      Patents.

              


      

       

      
        
          
          

        

        
          196

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                United
      States Patent and Trademark Office filings against the Borrower’s
      Trademarks.

              


      

       

      
        	
                6.

              	
                Pursuant
      to the Pledge and Escrow Agreement between the Borrower and U.S. Bank
      National Association (the “Bank”) dated
      15 April 2008, the Bank has a security interest in the escrow account
      created thereby and all property held by it (See Item 9, Schedule
      12).  The escrow account was created in connection with
      the issuance of the senior secured notes in order to make certain
      scheduled payments (see
      Item 6, Schedule 14).

              


      

       

      
        	
                7.

              	
                Regarding
      the Clifton, Texas real property:

              


      

       

      
        	  
    	
                (a)

              	
                Deed
      of Trust granted by Globalstar USA, LLC to Wachovia Investment Holdings,
      LLC regarding Clifton, Texas real property dated as of 7 February
      2007 and assigned to Thermo as of 28 January
  2008;

              


      

       

      
        	  
    	
                (b)

              	
                mineral
      reservation as set forth in the deed dated 10 June 1954 and recorded
      in volume 172, page 298 of the Deed Records of Bosque County,
      Texas;

              


      

       

      
        	  
    	
                (c)

              	
                the
      following oil and gas leases as recorded in the Deed Records of Bosque
      County, Texas:  volume 16, page 439; volume 134,
      page 301; volume 14, page 370; volume 134,
      page 369; and

              


      

       

      
        	  
    	
                (d)

              	
                items
      shown on the survey prepared by David Lane, RPLS #5233 dated
      14 August 2006.

              


      

       

      
        	
                8.

              	
                Regarding
      Wasilla, Alaska real property:

              


      

       

      
        	  
    	
                (a)

              	
                Deed
      of Trust granted by Globalstar USA, LLC to Wachovia Investment Holdings,
      LLC regarding Wasilla, Alaska real property dated 25 January
      2007  and assigned to Thermo as of 13 February
      2008;

              


      

       

      
        	  
    	
                (b)

              	
                reservations
      or exceptions in patents or in acts authorizing the issuance
      thereof.  Recorded 1 April 1963 at Book 45,
      page 284;

              


      

       

      
        	  
    	
                (c)

              	
                items
      shown on the plats of Discovery Hill Subdivision;
  and

              


      

       

      
        	  
    	
                (d)

              	
                items
      shown on the As-Built Survey prepared by John Shadrach, PLS dated
      18 August 2005.

              


      

       

      
        
           


        

        
          197

          
            

          

        

        
           


        

      


      SCHEDULE
18

       

      QUALIFYING
CERTIFICATE

       

      
        	
                To:

              	
                COFACE
      Agent

              


      

       

      
        	
                CC:

              	
                Borrower

              


      

       

      
        	
                From:

              	
                [Supplier] / [Launch Services
      Provider]

              


      

       

      
        	
                Date

              	
                [●]

              


      

       

      Dear
Sirs,

       

      Re:  COFACE
Facility Agreement - Globalstar

       

      We refer
to the facility agreement dated [●] and made between Globalstar Inc., as
Borrower, BNP Paribas, Natixis, Crédit Industriel et Commercial, Crédit Agricole
Corporate and Investment Bank and Société Générale as Mandated Lead Arrangers,
BNP Paribas as COFACE Agent, the Lenders and others (the “COFACE
Facility Agreement”).  Terms defined in the COFACE
Facility Agreement have the same meanings herein.

       

      
        	
                1.

              	
                We
      refer to the utilisation request issued by [the Borrower] and dated
      [●] (the “Utilisation
      Request”).

              


      

       

      
        	
                2.

              	
                We
      confirm that the copy of the [transportation documents /
      acceptance certificates] attached to the Utilisation Request have
      been issued for the payment of the attached
  Invoices.

              


      

       

      
        	
                3.

              	
                We
      confirm that:

              


      

       

      
        	
                
                

              	
                (a)

              	
                [We
      have received from the Borrower a payment of one hundred per cent. (100%) of the
      Invoices in respect of the Eligible Portion to be reimbursed in accordance
      with the Utilisation Request and such amount does not
    include:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      sum in respect of any payment you may already have made to
    us;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      amount in respect of which we have already issued a Qualifying
      Certificate; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      sum in respect of goods and services which are not eligible for financing
      under the Facility.

              


      

       

      We attach
bank credit advice confirming that a payment of one hundred per cent. (100%) of the
attached Invoices have already been made.]

       

      
        	
                 
      

              	
                (b)

              	
                All
      documents supplied by us in support of this Qualifying Certificate are
      true copies of the originals and are in all material respects in
      conformity with the [Satellite Construction
      Contract] / [Launch Services
      Contract] and you may rely on the accuracy and completeness of all
      information and documents contained in or supplied with this Qualifying
      Certificate;

              


      

       

      
        
          
          

        

        
          198

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                The
      goods and services to be financed by the Loan requested in the Utilisation
      Request are goods and services included in the attached Invoices,
      and:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      portion of the amount referred to in paragraph 3(a) above
      attributable to goods and services of French origin is
  [●].

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      portion of the amount referred to in paragraph 3(a) above
      attributable to goods and services of foreign origin eligible for
      financing under the limits and under the conditions determined by the
      French Authorities and which have been approved for financing by the
      French Authorities is [●].

              


      

       

      We attach
corresponding supporting documents.

       

      
        	
                 
      

              	
                (d)

              	
                The
      [Satellite Construction
      Contract] / [Launch Services
      Contract] is in full force and effect and no default by us has
      occurred and is continuing since the date of the last Utilisation Request
      (or, if none, the date of the COFACE
    Facility Agreement);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      amount referred to in paragraph 3(a) above does not include any
      amount in respect of any matter which is the subject of any legal
      proceedings, nor to the best of our actual knowledge and belief will it
      become the subject of legal proceedings;
and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                We
      undertake to supply you with such information and documentation, and such
      clarification, as you advise us is necessary in connection with the COFACE
      Insurance Policy and we agree we shall not hold you responsible for any
      delay in meeting this request for a Loan occasioned by our making such
      request for information.

              


      

       

      Yours
faithfully,

       

      For and
on behalf of [Thales Alenia
Space, France] / [Arianespace,
France]

       

      _______________________

       

      
        
          
            
              	
                      (Authorised
      Signatory)

                    	 


            

          

        

      

       

      
        
          
          

        

        
          199

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
19


      KEY
PERFORMANCE INDICATORS

       

      North
America

       

      
        
          	
                  Key Performance Indicators

                	 
      	
                  Quarter Ended

                
	
                  Subscribers
      (by product line)

                	 
      	 
      
	
                  Gross
      Additions (by product line)

                	 
      	 
      
	
                  Net
      Additions (by product line)

                	 
      	 
      
	
                  Churn
      (by product line)

                	 
      	 
      
	
                  ARPU
      (by product line)

                	 
      	 
      
	
                  Minutes
      of Use

                	
                    

                	 
      


        

      

       

      Rest
of the World

       

      
        
          	
                  Key Performance Indicators

                	 
      	
                  Quarter Ended

                
	
                  Subscribers
      (by product line)

                	 
      	 
      
	
                  Gross
      Additions (by product line)

                	 
      	 
      
	
                  Net
      Additions (by product line)

                	 
      	 
      
	
                  Churn
      (by product line)

                	 
      	 
      
	
                  ARPU
      (by product line)

                	 
      	 
      
	
                  Minutes
      of Use

                	
                    

                	 
      


        

      


      
        
           


        

        
          200

          
            

          

        

        
           


        

      


      SCHEDULE
20


      TRANSACTIONS
WITH AFFILIATES

       

      
        	
                1.

              	
                Thermo
      Facility Agreement.

              


      

       

      
        	
                2.

              	
                For
      the years ended 31 December 2007 and 2008 and the
      three (3) months ended 31 March 2009, the Borrower recorded
      approximately US$201,000, US$219,000 and US$44,000, respectively for
      general and administrative expenses incurred by Thermo Capital Partners,
      L.L.C. on the Borrower’s behalf.  Additionally, for the years
      ended 31 December 2007 and 2008 and the three (3) months
      ended 31 March 2009, the Borrower recorded US$420,000, US$449,000 and
      US$112,000, respectively, of non-cash expenses related to services
      provided by officers of Thermo Capital Partners, L.L.C. and accounted for
      as a contribution of capital.

              


      

       

      
        	
                3.

              	
                Reseller
      Agreement between Globe Wireless LLC and Globalstar USA, LLC dated
      12 November 2007.  Ken Jones, who serves as a member of the
      Borrower’s board of directors, is chairman of Globe Wireless LLC, a
      company from which the Borrower purchased approximately US$7,700,000 of
      services and equipment in 2008.

              


      

       

      
        	
                4.

              	
                Peter
      Dalton’s option to purchase 120,000 shares of common stock of the Borrower
      at US$2.67 per share.

              


      

       

      
        	
                5.

              	
                Thomas
      Colby’s options to purchase 1,264,744 shares of common stock of the
      Borrower at various exercise prices pursuant to a letter agreement between
      Mr. Colby and the Borrower dated 1 May
  2008.

              


      

       

      
        	
                6.

              	
                On
      29 April 2009, Thermo purchased 746,269 shares of common stock of the
      Borrower at US$0.67 per share pursuant to a stock purchase agreement by
      and between Thermo and the
Borrower.

              


      

       

      
        	
                7.

              	
                On
      13 May 2009, Thermo purchased 645,161 shares of common stock of the
      Borrower at US$0.775 per share pursuant to a stock purchase agreement by
      and between Thermo and the
Borrower.

              


      

       

      
        	
                8.

              	
                On
      15 May 2009, Thermo exchanged US$7,500,000 of senior secured indebtedness
      owed to it by the Borrower under the Thermo Facility Agreement for
      10,000,000 shares of common stock of the Borrower at US$0.75 per
      share.

              


      

       

      
        	
                9.

              	
                See
      Schedule 22 for a description of the Equity Plan (defined
      therein).

              


      

       

      
        	
                10.

              	
                Upon
      Financial Closing, Thermo will convert into share capital of the Borrower
      all of the Financial Indebtedness owed by the Borrower (including pursuant
      to the Thermo Facility Agreement); see Item 10, Schedule
  2.

              


      

       

      
        	
                11.

              	
                Upon
      Financial Closing and if a third-party does not make such a contribution,
      Thermo will contribute at least forty five million Dollars (US$45,000,000)
      of equity by way of share capital or subordinated shareholder loans; see
      Item 11, Schedule 2.

              


      

       

      
        	
                12.

              	
                The
      Thermo Cash Contribution Agreement will be entered into at Financial
      Close.

              


      

       

      
        
          
          

        

        
          201

          
            

          

        

        
          
          

        

      

       

      
        	
                13.

              	
                An
      agreement between the Borrower and Thermo with respect to the terms of
      investment if funds in the Thermo Contingent Equity Account are drawn,
      which will be entered into if and when
required.

              


      


      
        
           


        

        
          202

          
            

          

        

        
           


        

      


      SCHEDULE
21


      EXISTING
LOANS, INVESTMENTS AND ADVANCES

       

      
        	
                1.

              	
                Open
      end promissory note in the maximum principal amount of US$10,000,000 dated
      23 March 2006 from Globalstar de Venezuela, C.A. to Globalstar Canada
      Satellite Co., having a balance outstanding of US$912,029 as of
      31 March 2009.

              


      

       

      
        	
                2.

              	
                Open
      end line of credit promissory note in the maximum principal amount of
      US$50,000,000 dated 30 June 2007 and amended 31 December 2008
      from Globalstar Canada Satellite Co. to the Borrower, having a balance
      outstanding of US$28,359,863 as of 31 March
  2009.

              


      

       

      
        	
                3.

              	
                The
      Borrower owns 1,154,442 shares of Series B Preferred Shares of Open
      Range Communications, Inc. pursuant to an amended and restated preferred
      stock purchase agreement among the Borrower, Open Range, and the
      Purchasers named therein dated as of 9 January
  2009.

              


      

       

      
        	
                4.

              	
                As
      of 31 March 2009, the Borrower owned 180,000,000 ordinary shares of
      Globaltouch (West Africa) Limited pursuant to a Share Purchase Agreement
      between the Borrower and Globaltouch (West Africa) Limited dated
      16 October 2007.

              


      

       

      
        	
                5.

              	
                The
      Borrower owns 90,909 common shares of GMC Guardian Mobility
      Corporation.

              


      


      
        
           


        

        
          203

          
            

          

        

        
           


        

      


      SCHEDULE
22


      INCENTIVE
PLAN

       

      Globalstar 2006
Equity Incentive Plan - The Borrower’s 2006 Equity Incentive Plan (the
“Equity Plan”) is a
broad based, long-term retention programme intended to attract and retain
talented employees and align stockholder and employee
interests.  Approximately 100,000 and 2,100,000 restricted stock
awards and restricted stock units (including grants to both employees and
executives) were granted during the three (3) and
nine (9) months ended 30 September 2008,
respectively.  In January 2008, the Borrower’s Board of Directors
approved the addition of approximately 1,700,000 shares of the Borrower’s common
stock to the shares available for issuance under the Equity Plan.  The
Borrower’s stockholders approved the Amended and Restated Equity Plan on
13 May 2008, which added an additional 3,000,000 shares of the
Borrower’s common stock to the shares available for issuance under the Equity
Plan.  In January 2009, approximately 2,700,000 shares of the
Borrower’s common stock were added to the shares available for issuance under
the Equity Plan by its terms.

       

      Designated
Executive Award Agreement - In August 2007, the Borrower terminated its
Executive Incentive Compensation Plan with five of its executive officers and
entered into a new Designated Executive Award Agreement with each of those
officers.  Each award agreement provides that the executive officer
will receive awards of restricted shares of the Borrower’s common stock under
the Equity Plan.  Total benefits per executive officer (valued at the
grant date) are approximately US$6,000,000.  These new award
agreements extend the vesting period by up to two years through 2011 and provide
for payment in shares of the Borrower’s common stock instead of
cash.  One of the five executive officers left the employ of the
Borrower in January 2009 and agreed to provide consulting services through the
end of 2009.  If he fulfills all the terms of his consulting
agreement, he will receive all but US$750,000 of the original award in
accordance with a modified vesting schedule.


      
        
           


        

        
          204

          
            

          

        

        
           


        

      


      SCHEDULE
23


      GROUP
STRUCTURE CHART


      
        
           


        

        
          205

          
            

          

        

        
           


        

      

       

      

       

      
        
          
          

        

        
          206

          
            

          

        

        
          
          

        

      

      
SCHEDULE
24


      DISCLOSURES

       

      
        	
                1.

              	
                Clause 18.3

              	
                Non-Conflict
      with Other Obligations

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Pursuant
      to a stockholders voting agreement among the shareholders of Open Range
      Communications, Inc., the Borrower must receive consent from other
      shareholders of Open Range in order to pledge its shares pursuant to the
      Stock Pledge Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      obligations of the Borrower pursuant to the Thermo Facility Agreement will
      be released at Financial Closing.

              


      

       

      
        	
                2.

              	
                Clause 18.5

              	
                No
      Proceedings Pending or Threatened

              


      

       

      
        	
                 
      

              	
                (a)

              	
                IPO
      Securities Litigation.  On 9 February 2007, the
      first of three (3) purported class action lawsuits was filed
      against the Borrower, its CEO and its CFO in the Southern District of New
      York alleging that its registration statement related to its initial
      public offering in November 2006 contained material misstatements and
      omissions.  The Court consolidated the three cases as Ladmen
      Partners, Inc. v. Globalstar, Inc., et al., Case
      No. 1:07-CV-0976 (LAP), and appointed Connecticut Laborers’ Pension
      Fund as lead plaintiff.  On 30 September 2008, the court
      granted the Borrower’s motion to dismiss the plaintiffs’ Second Amended
      Complaint with prejudice.  On 28 April 2009, the parties
      notified the court that they had reached a settlement in
      principle.  The settlement amount is $1.5 million, all or most
      of which will be paid by the Borrower’s
insurer.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Stickrath
      v. Globalstar, Inc.  On 7 April 2007, Kenneth
      Stickrath and Sharan Stickrath filed a purported class action complaint
      against the Borrower in the U.S. District Court for the Northern
      District of California, Case No. 07-cv-01941.  The
      complaint is based on alleged violations of California Business &
      Professions Code § 17200 and California Civil Code § 1750, et seq., the Consumers’
      Legal Remedies Act.  In July 2008 the Borrower filed a
      motion to deny class certification and a motion for summary
      judgment.  The court deferred action on the class certification
      issue but granted the motion for summary judgment on 22 December
      2008.  The court did not, however, dismiss the case with
      prejudice but rather allowed counsel for plaintiffs to amend the complaint
      and substitute one or more new class representatives.  On
      16 January 2009, counsel for the plaintiffs filed a Third Amended
      Class Action Complaint.  The Borrower filed its answer on
      2 February.  The Borrower will continue to seek to have
      class certification denied and the case dismissed with
      prejudice.

              


      

       

      
        
          
          

        

        
          207

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                Appeal of
      FCC S-Band Sharing Decision.  This case is Sprint Nextel
      Corporation’s petition in the U.S. Court of Appeals for the District
      of Columbia Circuit for review of, among others, the FCC’s 27 April
      2006, decision regarding sharing of the 2496-2500 MHz portion of the
      Borrower’s radio frequency spectrum.  This is known as “The S-band Sharing
      Proceeding”.  The Court of Appeals has granted the FCC’s
      motion to hold the case in abeyance while the FCC considers the petitions
      for reconsideration pending before it.  The Court has also
      granted the Borrower’s motion to intervene as a party in the
      case.  The Borrower cannot determine when the FCC might act on
      the petitions for reconsideration.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Appeal of
      FCC L-Band Decision.  On 9 November 2007, the FCC
      released a Second Order on Reconsideration, Second Report and Order and
      Notice of Proposed Rulemaking.  In the Report and Order portion
      of the decision, the FCC effectively decreased the L-band spectrum
      available to the Borrower while increasing the L-band spectrum available
      to Iridium by 2.625 MHz.  On 5 February 2008, the Borrower
      filed a notice of appeal of the FCC’s decision in the U.S. Court of
      Appeals for the D.C. Circuit.  Briefs were filed and oral
      argument was held on 17 February 2009.  On 1 May 2009, the
      court issued a decision denying the Borrower’s appeal and affirming the
      FCC’s decision.  The Borrower is considering its further
      options.  Additionally, on 15 October 2008, the FCC issued an
      order requiring the Borrower to conform its international use of the
      L-band spectrum with the 9 November 2007 order.  The Borrower
      has filed a petition with the FCC challenging this order, which remains
      pending.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Appeal of
      FCC ATC Decision.  On 31 October 2008, the FCC
      issued an Order granting the Borrower modified Ancillary Terrestrial
      Component (“ATC”)
      authority.  The modified authority allows the Borrower and Open
      Range Communications, Inc. to implement their plan to roll out ATC service
      in rural areas of the United States.  On 1 December 2008,
      Iridium Satellite filed a petition with the U.S. Court of Appeals for
      the District of Columbia Circuit for review of the FCC’s
      Order.  On the same day, CTIA-The Wireless Association
      petitioned the FCC to reconsider its Order.  The court has
      granted the FCC’s motion to hold the appeal in abeyance pending the FCC’s
      decision on reconsideration.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                FCC Shared
      L-Band Decision.  On 21 January 2009, Iridium
      Satellite LLC filed a Petition to Deny the Borrower’s request for
      temporary authority to continue operating in the spectrum between 1618.725
      and 1621.35MHz in the United States.  The Borrower filed an
      Opposition to Iridium Satellite LLC’s Petition to Deny on 2 February
      2009.  In its Opposition, the Borrower stated that, although it
      has now has ceased operating in this spectrum in the United States and at
      certain of the gateways that were the subject of its Request temporary
      authority, it has been unable to do so from all of those
      gateways.  On 17 December 2008, the FCC informed the
      Borrower that it expects the Borrower to operate in full compliance with
      the terms of the FCC’s 15 October 2008 Order of Modifications pending
      the FCC’s consideration of the Borrower’s Request for temporary authority,
      which remains pending.  On 21 April 2009, the FCC’s Enforcement
      Bureau sent a letter to the Borrower inquiring into certain aspects of the
      Borrower’s operations in the spectrum between 1618.725 and 1621.35 MHz
      following the effective date of that Order.  The 21 April 2009
      letter also inquired into certain changes to the configuration of the
      Borrower’s satellite constellation that occurred after the FCC granted the
      Borrower’s application to modify the constellation on 28 January
      2005.  The Borrower must respond to the letter inquiry by 21 May
      2009.

              


      

       

      
        
          
          

        

        
          208

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (g)

              	
                Patent
      Infringement Allegation. On 2 July 2008,
      the Borrower’s subsidiary, Spot LLC, received a notice of patent
      infringement from Sorensen Research and Development.  Sorensen
      asserts that the process used to manufacture the Spot Satellite Personal
      Tracker violates a U.S. patent held by Sorensen.  The
      manufacturer, Axonn LLC, has assumed responsibility for managing the case
      under an indemnity agreement with the Borrower and Spot
      LLC.  Axonn was unable to negotiate a mutually acceptable
      settlement with Sorensen, and on 14 January 2009, Sorensen filed a
      complaint against Axonn LLC, Spot LLC and the Borrower in the
      U.S. District Court for the Southern District of
      California.  The Borrower has filed an answer and counterclaim
      and a motion to stay the proceedings pending completion of the
      re-examination of the subject patent, which is now
    underway.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                YMax
      Communications Corp. v. Globalstar, Inc. and Spot
      LLC.  On 6 May 2009, YMax Communications Corp. filed a
      patent infringement complaint against the Borrower and its subsidiary,
      Spot LLC, in the Delaware U.S. District Court (Civ. Action No. 09-329)
      alleging that the SPOT Satellite GPS Messenger service infringes a patent
      for which YMax is the exclusive licensee.  The complaint follows
      an exchange of correspondence between the Borrower and YMax in which the
      Borrower endeavoured to explain why the SPOT service does not infringe the
      YMax patent.  The Borrower’s answer to the complaint is due on
      26 May.  The Borrower does not believe that the complaint has
      merit and intends to defend itself
vigorously.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Tax
      Examination.  The Borrower is under a sales and use tax
      examination by the California Board of Equalization for tax years ended
      2005, 2006 and 2007.  The Borrower believes that the amount
      accrued on its books related to sales and use tax contingency is
      adequate.

              


      

       

      
        	
                3.

              	
                Clause 18.7

              	
                Intellectual
      Property Matters

              


      

       

      
        	
                 
      

              	
                (a)

              	
                See
      items in paragraph (2)(c) to (h)
above.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Borrower does not yet hold a trademark for “SPOT Satellite Personal
      Tracker” in the United States.  Its application is being
      contested by Spot Image Corporation.  The case is before a
      trademark examiner.

              


      

       

      
        	
                4.

              	
                Clause 18.22    Communications
      Licenses

              


      

       

      See items
in paragraph (2)(c) to (f) above in sub-section 18.5 above as well as
Schedule 15 (Communication
Licences).

       

      
        
          
          

        

        
          209

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                Tax
      Returns and Payments

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      connection with the Borrower’s March 2008 acquisition of Loral/DASA
      Globalstar, L.P. (“LDG”), the indirect
      owner of Globalstar do Brasil, S.A. (“GdB”), the Borrower’s
      independent gateway operator in Brazil, Loral Space & Communications,
      Inc. (“Loral
      Space”) agreed in the acquisition agreement to indemnify the
      Borrower and its affiliates for various liabilities and claims relating to
      the operation of GdB’s business prior to the closing of the acquisition,
      whether known at the time of closing or that occurred prior to, but became
      known after, the closing.  Such indemnity includes an indemnity
      for tax liabilities owed by GdB to Brazilian taxing authorities of
      approximately BRL 19.5 million.  A portion of these tax
      liabilities are currently being paid in monthly installments by GdB, with
      Loral Space reimbursing GdB for such payments pursuant to a process set
      forth in the LDG acquisition agreement.  The Borrower recently
      became aware of another potential tax liability which would be covered
      under the indemnification described
above.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Borrower’s predecessor entity, Globalstar, L.P. is under an income tax
      audit by the Internal Revenue Service for tax year 2004 with respect to
      income taxes.  The Borrower is not responsible for any unpaid
      taxes of Globalstar, L.P., but this audit could potentially affect the
      size of net operating losses, in the form of a deferred tax asset, it may
      be permitted to carry forward in accordance with GAAP.  The
      Borrower does not believe that any decrease or increase in its deferred
      tax asset would have any impact on its tax liability in the foreseeable
      future.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Borrower is under an income tax audit for tax years 2004 and 2005 when it
      operated as Globalstar, LLC and was taxed as a partnership.  The
      Borrower believes that the amount recorded on its books, including
      penalties and interest, if any, related to this income tax audit is
      sufficient.

              


      


      
        
           


        

        
          210

          
            

          

        

        
           


        

      


      SCHEDULE
25


       

      FORM
OF PROMISSORY NOTE

       

      
        	
                Note
      P 1 n° ......

              	
                US$
      .........................

              
	 
      	
                (amount
      in figures)

              


      

      


      ............
, .........

      (place
and date of issue)

      


      For
..................

      (date of
payment)

      


      We hereby
agree to pay against this note to the order of .BNP
PARIBAS........................................
........................................................... the amount
of................ US Dollars (amount in letters).

      


      This note
is expressly exempted from protest.

      


      This note
is governed by [English/French law].

      


      Issued
under the COFACE Facility Agreement dated June 5th,
2009

      


      
        
          
            
              
                
                  
                    	
                            Issuer

                          	 
      	 
      
	
                            GLOBALSTAR,
      INC

                          	 
      	 
      
	
                            461
      South Milpitas Blvd

                          	 
      	 
      
	
                            Milpitas,
      CA 95035

                          	 
      	
                            For
      : GLOBALSTAR, INC.

                          
	
                            United
      States of America

                          	 
      	 
      
	 
      	 
      	 
      
	
                            Domiciliation

                          	 
      	
                            Name
      : ................................

                          
	 
      	 
      	 
      
	
                            BNP
      PARIBAS

                          	 
      	
                            Title
      : ................................”

                          
	
                            16,
      bd des Italiens

                          	 
      	 
      
	
                            75009
      Paris

                          	 
      	 
      
	
                            (France)

                          	 
      	 
      
	 
      	 
      	 
      


                  

                

              

            

          

        

      

       

      
        
          

        

        1   Replace
with "I" for promissory notes of interest

      

       

      
        
          
          

        

        
          211

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
26


       

      SUBSIDIARY
GUARANTORS

       

      
        	
                1.

              	
                GSSI,
      LLC, a limited liability company organised in Delaware, United States of
      America, with organisational identification number 3732317 and whose
      chief executive office is at 461 S. Milpitas Blvd., Milpitas, CA
      95035;

              


      

       

      
        	
                2.

              	
                Globalstar
      Security Services, LLC, a limited liability company organised in Delaware,
      United States of America, with organisational identification
      number 3747502 and whose chief executive office is at 461
      S. Milpitas Blvd., Milpitas,
CA 95035;

              


      

       

      
        	
                3.

              	
                Globalstar
      C, LLC, a limited liability company organised in Delaware, United States
      of America, with organisational identification number 3732313 and
      whose chief executive office is at 461 S. Milpitas Blvd., Milpitas,
      CA 95035;

              


      

       

      
        	
                4.

              	
                Globalstar
      USA, LLC, a limited liability company organised in Delaware, United States
      of America, with organisational identification number 2663064 and
      whose chief executive office is at 461 S. Milpitas Blvd., Milpitas,
      CA 95035;

              


      

       

      
        	
                5.

              	
                Globalstar
      Leasing LLC, a limited liability company organised in Delaware, United
      States of America, with organisational identification number 3731109
      and whose chief executive office is at 461 S. Milpitas Blvd.,
      Milpitas, CA 95035;

              


      

       

      
        	
                6.

              	
                Spot
      LLC, a limited liability company organised in Colorado, United States of
      America, with organisational identification number 20071321209 and
      whose chief executive office is at 461 S. Milpitas Blvd., Milpitas,
      CA 95035;

              


      

       

      
        	
                7.

              	
                ATSS
      Canada, Inc., a corporation incorporated in Delaware, United States of
      America, with organisational identification number 2706412 and whose
      chief executive office is at 461 S. Milpitas Blvd., Milpitas,
      CA 95035;

              


      

       

      
        	
                8.

              	
                Globalstar
      Brazil Holdings, L.P., a limited partnership formed in Delaware, United
      States of America, with organisational identification number 2453576
      and whose chief executive office is at 461 S. Milpitas Blvd.,
      Milpitas, CA 95035;

              


      

       

      
        	
                9.

              	
                GCL
      Licensee LLC, a limited liability company organised in Delaware, United
      States of America, with organisational identification number 4187922
      and whose chief executive office is at 461 S. Milpitas Blvd.,
      Milpitas, CA 95035;

              


      

       

      
        	
                10.

              	
                GUSA
      Licensee LLC, a limited liability company organised in Delaware, United
      States of America, with organisational identification number 4187919
      and whose chief executive office is at 461 S. Milpitas Blvd.,
      Milpitas, CA 95035; and

              


      

       

      
        	
                11.

              	
                Globalstar
      Licensee LLC, a limited liability company organised in Delaware, United
      States of America, with organisational identification number 4187920
      and whose chief executive office is at 461 S. Milpitas Blvd.,
      Milpitas, CA 95035.

              


      

       

      
        
          
          

        

        
          212

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
27


       

      INVESTMENT
POLICY

       

      
        	
                1. 

              	
                Purpose

              


      

       

      This
document outlines the Borrower’s Corporate Investment policy.  The
main objectives of the investment policy are:

       

      
        	
                 
      

              	
                (a)

              	
                To ensure the safety and
      preservation of principal.  The Borrower shall only
      invest in instruments and accounts with the lowest level of default and
      volatility risk.  The Borrower shall use other methods to
      minimize risk such as diversifying the investment portfolio to minimize
      the adverse affects of the failure of any one issuer or
      broker.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                To coincide with its short-term
      liquidity needs.  The Borrower’s investment policy
      contemplates buying only the securities that have active secondary markets
      to provide immediate liquidity, when
needed.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                To offer maximum return without
      compromising the Borrower’s stated investment
      objectives.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                To provide fiduciary
      control.

              


      

       

      
        	
                2. 

              	
                Approved
      Investment Vehicles

              


      

       

      In order
to meet the Borrower’s stated investment objectives, it must choose between
several different investment options available to it.  The following
options have been identified for the Borrower for meeting its investment
objectives as stated above.

       

      
        	
                 
      

              	
                (a)

              	
                Corporate Savings
      Accounts. The account must
      be fully collateralized by instruments issued by the US
      Treasury.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Corporate Money Market Funds,
      Repurchase Agreements, and Commercial Paper.  The funds
      must meet the following criteria:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      investment objectives and policies must be substantially similar to those
      set forth in this guideline, i.e., principal preservation and risk
      mitigation;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      funds must offer immediate redemption of shares upon request;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      funds load or sales charges are not excessive, relative to those of other
      potential investments meeting the
objectives.

              


      

      
 

      
        
          
             


          

          
            213

            
              

            

          

          
             


          

        

      

       

      
        	
                3. 

              	
                U.S. Government
      obligations

              


      

       

      T-Bills
or bonds of short-term or medium-term maturity.  At any given time,
the Borrower may have invested in one or all of the above mentioned investment
vehicles.  However, under no circumstances will the Borrower make
investment decisions contrary to its investment objectives.

       

      
        	
                4. 

              	
                Credit
      Quality

              


      

       

      Except
for U.S. Treasury, all securities must be rated by Standard and Poor’s or
Moody’s Investors Services, and shall be of high credit quality (A-1 and P-1 or
better).

       

      
        	
                5. 

              	
                Marketability

              


      

       

      All
holdings should be sufficient in size and held in issues which are traded
actively to facilitate timely transactions at a minimum cost and accurate market
evaluation.

       

      
        	
                6. 

              	
                Trading

              


      

       

      All
purchases and sales shall be executed at the best net price with principal
dealers and banks in the particular securities.  All securities
purchased shall be in the name of the Globalstar L.P. or its
designate.

       

      
        	
                7.

              	
                Responsibility
      and Authorization

              


      

       

      The Chief
Financial Officer has reviewed this investment policy.  Revisions to
this policy will be initiated by the Chief Financial Officer and implemented
upon approval of the Borrower’s Chief Executive Officer and the
President.

       

      The Chief
Financial Officer shall have the authority to:

       

      
        	
                 
      

              	
                (a)

              	
                open
      accounts with brokers, investment banks, commercial bank, and mutual funds
      companies;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                establish
      safekeeping accounts or other arrangements concerning the custody of the
      securities; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                execute
      documents to effect the above, as
necessary.

              


      

       

      In
addition, the Chief Financial Officer or his or her designate is expected to
monitor the portfolio and cash management policy for suitably in light of
then-current corporate and market conditions.  The Borrower may use
the services of investment firms, brokers, or mutual funds companies for its
investment program.  All investment firms, brokers, and mutual fund
companies must be personally approved by the Chief Financial Officer of the
Borrower.


      
        
           


        

        
          214

          
            

          

        

        
           


        

      


      SCHEDULE
28


       

      LOSS
PAYEE CLAUSE

       

      Loss
Payments

       

      The
insured irrevocably shall authorise and instruct the insurer to pay, all claims,
return premiums, ex
gratia settlements and any other monies payable to the insured, under or
in relation to this policy, to the account in the name of the insured and opened
on the books of the following Account Bank:

       

      
        
          	
                  Bank

                	
                  –  BNP
      Paribas

                
	 
      	 
      
	
                  Account
      Name

                	
                  –  Insurance
      Proceeds Account

                
	 
      	 
      
	
                  Account Number

                	
                  –

                


        

      

       

      or to
such other account as the Security Agent, as loss payee may specify in writing,
and that no instruction, whether by the insured or by any person other than the
Security Agent, to make any payment to any other person or account shall be
honoured by the Security Agent and the insurer unless given or countersigned by
the Security Agent, or such other person as that the Security Agent may notify
to the insurer in writing.

       

      All such
payments shall be made by the insurer without any deduction or set-off on any
account or of any kind, other than in respect of unpaid premiums.  A
payment to the loss payee in accordance with this clause shall, to the extent of
that payment, discharge the liability of the insurer to pay the insured or other
claimant insured party.

       


      
        
           


        

        
          215

          
            

          

        

        
           


        

      


      SCHEDULE
29

       

      REPAYMENT
SCHEDULE

       

      
        
          
            
              	
                      Repayment
      Date

                    	 	
                      Principal
      Repayment Percentage

                    	 
	 
      	 	 	 
	
                      First
      Repayment Date (“FRD”)

                    	 	 	2.85	%
	 
      	 	 	 	 
	
                      FRD
      + 6 Months

                    	 	 	2.99	%
	 
      	 	 	 	 
	
                      FRD
      + 12 Months

                    	 	 	5.07	%
	 
      	 	 	 	 
	
                      FRD
      + 18 Months

                    	 	 	5.24	%
	 
      	 	 	 	 
	
                      FRD
      + 24 Months

                    	 	 	5.38	%
	 
      	 	 	 	 
	
                      FRD
      + 30 Months

                    	 	 	5.55	%
	 
      	 	 	 	 
	
                      FRD
      + 36 Months

                    	 	 	5.70	%
	 
      	 	 	 	 
	
                      FRD
      + 42 Months

                    	 	 	5.88	%
	 
      	 	 	 	 
	
                      FRD
      + 48 Months

                    	 	 	6.04	%
	 
      	 	 	 	 
	
                      FRD
      + 54 Months

                    	 	 	6.22	%
	 
      	 	 	 	 
	
                      FRD
      + 60 Months

                    	 	 	6.41	%
	 
      	 	 	 	 
	
                      FRD
      + 66 Months

                    	 	 	6.60	%
	 
      	 	 	 	 
	
                      FRD
      + 72 Months

                    	 	 	6.79	%
	 
      	 	 	 	 
	
                      FRD
      + 78 Months

                    	 	 	7.00	%
	 
      	 	 	 	 
	
                      FRD
      + 84 Months

                    	 	 	7.21	%
	 
      	 	 	 	 
	
                      FRD
      + 90 Months

                    	 	 	7.42	%
	 
      	 	 	 	 
	
                      Final
      Maturity Date

                    	 	 	7.65	%


            

          

        

      

       

      
        
           


        

        
          216

          
            

          

        

        
           


        

      


      SCHEDULE
30


       

      FORM
OF QUARTERLY HEALTH REPORT

       

      Part
A


       

      Satellite
Status

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Orbital
      Plane

                                  	 	
                                    In-Plane
      Slot

                                    Location

                                  	 	
                                    Satellite
      Flight

                                    Model
      Number

                                  	 	
                                    Satellite
      Status as of

                                    [●]

                                  
	
                                    [●]

                                  	 	
                                    [●]

                                  	 	
                                    [●]

                                  	 	
                                    [●]

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          217

          
            

          

        

        
           


        

      


      Part
B


       

      Band
Status

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Satellite
      Flight

                                Model
      Number

                              	 	
                                L-Band
      Status

                              	 	
                                S-Band
      Status

                              	 	
                                Status
      of Command

                                Telemetery
      Receiver

                              
	
                                [●]

                              	 	
                                [●]

                              	 	
                                [●]

                              	 	
                                [●]

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          218

          
            

          

        

        
           


        

      


      Part
C

       

      Material
Events

       

      [Attached
is a letter providing details of material or unusual events that have occurred
with respect to the Satellites since the delivery to the COFACE Agent of the
last quarterly report.]


      
        
           


        

        
          219

          
            

          

        

        
           


        

      


      SCHEDULE
31


       

      SATELLITE
PERFORMANCE CRITERIA

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	
                                                                                                              IOT
      Criteria to Declare Satellite Stabilization

                                                                                                              Bus

                                                                                                            
	
                                                                                                              Parameter

                                                                                                            	 	
                                                                                                              Status

                                                                                                            
	
                                                                                                              SHM
      acquisition- check satellite configuration

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Solar
      Array Wings Deployed

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Telemetry
      Transmitters “ON”

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Telemetry
      Tx EIRP (Nominal Unit) within 3dB of prediction

                                                                                                            	 	
                                                                                                              YES/NO

                                                                                                            	 	
                                                                                                              Value

                                                                                                            	 	 
      
	
                                                                                                              Telemetry
      Tx EIRP (Redundant Unit) within 3dB of prediction

                                                                                                            	 	
                                                                                                              YES/NO

                                                                                                            	 	
                                                                                                              Value

                                                                                                            	 	 
      
	
                                                                                                              Telemetry
      Signal Successfully Received by Ground Station

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Command
      Rx Sensitivity (Nominal Unit) with in 3dB of prediction

                                                                                                            	 	
                                                                                                              YES/NO

                                                                                                            	 	
                                                                                                              Value

                                                                                                            	 	 
      
	
                                                                                                              Command
      Rx Sensitivity (Redundant Unit) within 3dB of prediction

                                                                                                            	 	
                                                                                                              YES/NO

                                                                                                            	 	
                                                                                                              Value

                                                                                                            	 	 
      
	
                                                                                                              EAM
      acquisition after SHM

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              NOM
      acquisition after EAM

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Heaters
      “ON”

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Successful
      orbit raising to 1414 km orbit (thruster check)

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              Expended
      100K or fewer thruster pulses; 90kg of propellant

                                                                                                            	 	
                                                                                                              YES/NO

                                                                                                            	 	
                                                                                                              Value

                                                                                                            	 	 
      
	
                                                                                                              Battery
      DOD less than 15%

                                                                                                            	 	
                                                                                                              YES/NO

                                                                                                            	 	
                                                                                                              Value

                                                                                                            	 	 
      
	
                                                                                                              PAYLOAD

                                                                                                            
	
                                                                                                              Good
      health check of transponders

                                                                                                            	 	
                                                                                                              Turn
      On

                                                                                                            	 	
                                                                                                              Nominal
      operations

                                                                                                            
	
                                                                                                              Test
      all 16 beams of C-S Transponder

                                                                                                            	 	
                                                                                                              1.1V

                                                                                                            	 	
                                                                                                              2.65V

                                                                                                            	 	
                                                                                                              4.0V

                                                                                                            
	
                                                                                                              X1

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            
	
                                                                                                              X2

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X3

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X4

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X5

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X6

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X7

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X8

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y1

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y2

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y3

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y4

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y5

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y6

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y7

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y8

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Test
      all 16 beams of L-C Transponder

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X5

                                                                                                            	 	
                                                                                                              NOMINAL/FAIL

                                                                                                            	 	 
      	 	 
      
	
                                                                                                              X7

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y1

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X3

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y5

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X4

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y7

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X1

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y6

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X2

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y4

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X8

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y3

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              X6

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y2

                                                                                                            	 	 
      	 	 
      	 	 
      
	
                                                                                                              Y8

                                                                                                            	 	 
      	 	 
      	 	 
      


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          220

          
            

          

        

        
           


        

      

       

      
        This
Agreement has been entered into on the date stated at the beginning of this
Agreement.

      

       

      
        
          
          

        

        
          221

          
            

          

        

        
          
          

        

      

       

      SIGNATORIES

       

      THE
BORROWER

       

      GLOBALSTAR,
INC.

       

      
        
          
            	
                    By:

                  	
                    /s/ James Monroe III

                  
	 
      	 
      
	
                    Name:

                  	
                    James
      Monroe III

                  
	 
      	 
      
	
                    Title:

                  	
                    Chief
      Executive Officer

                  
	 
      	 
      
	
                    Date:

                  	
                    5
      June 2009

                  
	 
      	 
      
	
                    Address:

                  	
                    Globalstar,
      Inc.

                  
	 
      	
                    461
      S. Milpitas Blvd.

                  
	 
      	
                    Milpitas,
      CA 95035

                  
	 
      	
                    United
      States of America

                  


          

        

      

       

      
        
          
          

        

        
          222

          
            

          

        

        
          
          

        

      

       

      THE
COFACE AGENT

       

      BNP
PARIBAS

       

      
        
          	
                  By:

                	
                  /s/
      Debbie Hirst

                
	 
      	 
      
	
                  Name:

                	
                  
                    Debbie
      Hirst

                  

                
	 
      	 
      
	
                  Title:

                	
                  Head
      of Export Finance - Americas

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  16
      boulevard des Italiens, 75009 Paris,
France

                


        

      

       

      
        
          
          

        

        
          223

          
            

          

        

        
          
          

        

      

       

      MANDATED
LEAD ARRANGER

       

      BNP
PARIBAS

       

      
        
          	
                  By:

                	
                  /s/
      Debbie
      Hirst

                
	 
      	 
      
	
                  Name:

                	
                  
                    Debbie
      Hirst

                  

                
	 
      	 
      
	
                  Title:

                	
                  
                    Head
      of Export Finance - Americas

                  

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  16
      boulevard des Italiens, 75009 Paris,
France

                


        

      

       

      
        
          
          

        

        
          224

          
            

          

        

        
          
          

        

      

       

      MANDATED
LEAD ARRANGER

       

      SOCIÉTÉ
GÉNÉRALE

       

      
        
          	
                  By:

                	
                  /s/ Olivier Royer

                
	 
      	 
      
	
                  Name:

                	Olivier
      Royer  
	 
      	 
      
	
                  Title:

                	Managing
      Director   
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  Tour
      Société Générale, 17, cours Valmy, 92800 Puteaux, Paris,
      France

                


        

      

       

      
        
          
          

        

        
          225

          
            

          

        

        
          
          

        

      

       

      MANDATED
LEAD ARRANGER

       

      NATIXIS

       

      
        
          	
                  By:

                	
                  /s/ Jean-Louis VIALA

                
	 
      	 
      
	
                  Name:

                	
                  Jean-Louis
      VIALA

                
	 
      	 
      
	
                  Title:

                	
                  Structured
      Export Finance, Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  NATIXIS,
      68-76 Quai de la Rapée, 75012, Paris, France

                
	 
      	 
      
	
                  By:

                	
                  /s/ Arnaud SARRET

                
	 
      	 
      
	
                  Name:

                	
                  Arnaud
      SARRET

                
	 
      	 
      
	
                  Title:

                	
                  Structured
      Export Finance, Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  NATIXIS,
      68-76 Quai de la Rapée, 75012, Paris,
France

                


        

      

      


      
        
          
          

        

        
          226

          
            

          

        

        
          
          

        

      

       

      MANDATED
LEAD ARRANGER

       

      CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK (FORMERLY CALYON)

       

      
        
          	
                  By:

                	
                  /s/ Didier Laffron

                
	 
      	 
      
	
                  Name:

                	
                  Didier
      Laffon

                
	 
      	 
      
	
                  Title:

                	
                  Executive
      Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	 
      


        

      

       

      
        
          	
                  By:

                	
                  /s/ Frédéric Bambuck

                
	 
      	 
      
	
                  Name:

                	
                  Frédéric
      Bambuck

                
	 
      	 
      
	
                  Title:

                	
                  Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	 
      


        

      

       

      
        
          
          

        

        
          227

          
            

          

        

        
          
          

        

      

       

      MANDATED
LEAD ARRANGER

       

      CRÉDIT
INDUSTRIEL ET COMMERCIAL

       

      
        
          	
                  By:

                	
                  /s/ Jacques-Philippe
    Menville

                
	 
      	 
      
	
                  Name:

                	
                  Jacques-Philippe
      Menville

                
	 
      	 
      
	
                  Title:

                	
                  Senior
      Vice-President

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  6
      avenue de Provence, 75009, Paris

                
	 
      	 
      
	
                  By:

                	
                  /s/ Michêle Patri

                
	 
      	 
      
	
                  Name:

                	
                  Michêle
      Patri

                
	 
      	 
      
	
                  Title:

                	
                  Assistant
      Vice-President

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  6
      avenue de Provence, 75009,
Paris

                


        

      

       

      
        
          
          

        

        
          228

          
            

          

        

        
          
          

        

      

       

      THE
SECURITY AGENT

       

      BNP
PARIBAS

       

      
        
          	
                  By:

                	
                  /s/ Debbie Hirst

                
	 
      	 
      
	
                  Name:

                	
                  Debbie
      Hirst

                
	 
      	 
      
	
                  Title:

                	
                  Head
      of Export Finance - Americas

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  16
      boulevard des Italiens, 75009 Paris,
France

                


        

      

       

      
        
          
          

        

        
          229

          
            

          

        

        
          
          

        

      

       

      THE
LENDERS

       

      BNP
PARIBAS

       

      
        
          	
                  By:

                	
                  /s/ Debbie Hirst

                
	 
      	 
      
	
                  Name:

                	
                  Debbie
      Hirst

                
	 
      	 
      
	
                  Title:

                	
                  Head
      of Export Finance - Americas

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  16
      boulevard des Italiens, 75009 Paris,
France

                


        

      

      


      
        
          
          

        

        
          230

          
            

          

        

        
          
          

        

      

       

      THE
LENDERS

       

      SOCIÉTÉ
GÉNÉRALE

       

      
        
          	
                  By:

                	
                  /s/ Olivier Royer

                
	 
      	 
      
	
                  Name:

                	Olivier
      Royer  
	 
      	 
      
	
                  Title:

                	Managing
      Director  
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  Tour
      Société Générale, 17, cours Valmy, 92800 Puteaux, Paris,
      France

                


        

      

       

      
        
          
          

        

        
          231

          
            

          

        

        
          
          

        

      

       

      THE
LENDERS

       

      NATIXIS

       

      
        
          	
                  By:

                	
                  /s/ Jean-Louis VIALA

                
	 
      	 
      
	
                  Name:

                	
                  Jean-Louis
      VIALA

                
	 
      	 
      
	
                  Title:

                	
                  Structured
      Export Finance, Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  NATIXIS,
      68-76 Quai de la Rapée, 75012, Paris, France

                
	 
      	 
      
	
                  By:

                	
                  /s/ Arnaud SARRET

                
	 
      	 
      
	
                  Name:

                	
                  Arnaud
      SARRET

                
	 
      	 
      
	
                  Title:

                	
                  Structured
      Export Finance, Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  NATIXIS,
      68-76 Quai de la Rapée, 75012, Paris,
France

                


        

      

       

      
        
          
          

        

        
          232

          
            

          

        

        
          
          

        

      

       

      THE
LENDERS

       

      CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK (FORMERLY CALYON)

       

      
        
          	
                  By:

                	
                  /s/ Didier Laffron

                
	 
      	 
      
	
                  Name:

                	
                  Didier
      Laffon

                
	 
      	 
      
	
                  Title:

                	
                  Executive
      Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	 
      
	 
      	 
      
	
                  By:

                	
                  /s/ Frédéric Bambuck

                
	 
      	 
      
	
                  Name:

                	
                  Frédéric
      Bambuck

                
	 
      	 
      
	
                  Title:

                	
                  Director

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	 
      


        

      


      
        
           


        

        
          233

          
            

          

        

        
           


        

      


      CRÉDIT
INDUSTRIEL ET COMMERCIAL

       

      
        
          	
                  By:

                	
                  /s/ Jacques-Philippe
    Menville

                
	 
      	 
      
	
                  Name:

                	
                  Jacques-Philippe
      Menville

                
	 
      	 
      
	
                  Title:

                	
                  Senior
      Vice-President

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  6
      avenue de Provence, 75009, Paris

                
	 
      	 
      
	
                  By:

                	
                  /s/ Michêle Patri

                
	 
      	 
      
	
                  Name:

                	
                  Michêle
      Patri

                
	 
      	 
      
	
                  Title:

                	
                  Assistant
      Vice-President

                
	 
      	 
      
	
                  Date:

                	
                  5
      June 2009

                
	 
      	 
      
	
                  Address:

                	
                  6
      avenue de Provence, 75009,
Paris

                


        

      

       

      
        
           


        

        
          234