Unassociated Document


    Exhibit
10.3

    CONFIDENTIAL
TREATMENT

    


    Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934. Such portions are marked “[*]”
in this document; they have been filed separately with the
Commission.

    
       

      
        
          
            
              
                	
                         

                      	
                         

                      


              

            

          

        

        
           

        

      

    

    


    


    


    AMENDMENT
NO. 3

    


    TO

    


    CONTRACT
NUMBER GINC-C-08-0390

    


    BETWEEN

    


    GLOBALSTAR,
INC.

    


    AND

    


    HUGHES
NETWORK SYSTEMS, LLC

    


    FOR

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
          HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

        

        
          

        

      

      
        
        

      

    

     

    This
Amendment No. 3 ("Amendment") is entered into effective as of September 21, 2009
("Effective Date"), by and between Hughes Network Systems, LLC, a limited
liability company organized under the laws of Delaware (hereinafter referred to
as the "Contractor") with its principal place of business at 11717 Exploration
Lane Germantown, Maryland 20876 USA, and Globalstar, Inc., a company
incorporated under the laws of Delaware with its principal place of business at
461 South Milpitas Boulevard, Milpitas, California 95035 (hereinafter referred
to as "Globalstar" or "Customer").  As used herein, Contractor and
Globalstar may be referred to individually as a "Party" and collectively as the
"Parties".

    


    WHEREAS,
the Parties entered into Contract No. GINC-C-08-0390 for the delivery of the
Radio Access Network (RAN) and the User Terminal Subsystem (UTS)
("Contract");

    


    WHEREAS,
the Parties entered into a Letter Agreement, dated September 22, 2008, for the
deferral of payment of certain Payment Milestones ("Deferred Payments") under
the Contract, subject to interest;

    


    WHEREAS,
the Parties entered into Amendment No. 1, dated June 16, 2009, to the Contract
for the payment of the Deferred Payments with interest, the PDR Payment
Milestone and advance payments;

    


    WHEREAS,
the Parties entered into Amendment No. 2, dated August 28, 2009, to the Contract
to extend the schedule of the RAN and UTS program by fifteen (15) months and to
revise certain payment milestones and program milestones to reflect the revised
program timeline;

    


    WHEREAS,
Amendment No. 2 also called for the Parties to mutually agree on a revised
program milestone schedule and amend Exhibit A, Statement of Work to incorporate
the revised schedule;

    


    WHEREAS,
the Parties have agreed on a revised program milestone schedule and now desire
to amend the Statement of Work to incorporate the revised program milestone
schedule;

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and intending to be legally bound hereby, the Parties agree to
amend the Contract as follows:

    


    1.           Exhibit
A, Statement of Work (Revision A), dated May 1, 2008, shall be deleted and
replaced in its entirety by a new Exhibit A, Statement of Work (Revision B),
dated September 18, 2009.

    


    2.           This
Amendment shall be governed by and interpreted according to the laws of the
state of New York.

    


    3.           This
Amendment may be signed in counterparts and each original counterpart shall be
deemed binding on each Party collectively and individually.

    


    4.           Except
as amended herein, all terms and conditions of the Contract shall remain in full
force and effect.

    


    IN WITNESS WHEREOF, the
Parties hereto have signed this Amendment in duplicate.

    


    
      
        
          
            
              
                
                  
                    
                      	GLOBALSTAR, INC.	 	HUGHES NETWORK SYSTEMS, LLC	 
	 	 	 	 
	 	 	 	 
	BY:	
                              /s/ Paul Rosati

                            	 	BY:	
                              /s/ Sean Fleming

                            	 
	Name: 	
                              Paul
      Rosati

                            	 	Name: 	
                              Sean
      Fleming

                            	 
	Title:	
                              Contracts
      Manager

                            	 	Title:  	
                              Senior
      Counsel

                            	 
	Date:	
                              September
      21, 2009

                            	 	Date:	
                              September
      21, 2009

                            	 


                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
          

        

        
          
            2

            HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

          

          
            

          

        

        
          
          

        

      

      
        
           

          
            
              
                
                  
                    	
                            
                               

                            

                          	
                            
                               

                            

                          


                  

                

              

            

            
               

            

          

        

      

    

    


    


    H36750

    


    


    


    


    


    


    


    


    


    


    


    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    


    EXHIBIT
A:  STATEMENT OF WORK

    


    Revision
B

    


    


    


    


    


    September
18, 2009

     

     

     

     

     

     

     

     

     

     

     

    
       

      
        
          
          

        

        
          
            3

            HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

          

          
            

          

        

        
          
          

        

      

      
        
           

        

      

    

    [*]