Exhibit 10.1


 


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 N°6


TO


CONTRACT N° GINC-C-06-0300


 


By and Between


 


GLOBALSTAR, INC.


 


and


 


THALES ALENIA SPACE

FRANCE


 

















 


This Amendment N°6 dated 5th February, 2009 (the “Amendment Effective Date”)
to the Contract referenced GINC-C-06-0300 is made between Thales Alenia Space France, a Company
organised and existing under the laws of France, having its registered office at 26 avenue
Jean François Champollion 31100 Toulouse — FRANCE (“Contractor”)
and Globalstar, Inc., a Delaware corporation with offices at 461 South
Milpitas Blvd., Milpitas, California 95035, U.S.A. (“Purchaser”).


 


The Purchaser and the Contractor being hereinafter
individually referred to as a “Party” or collectively as the “Parties”.


 


RECITALS


 


Whereas, the Purchaser has paid to the Contractor an
amount of Five Million Euros (€5,000,000) (corresponding to a portion of the
payment milestone N° 8b invoiced by Contractor on December 3rd,
2008 the (“December Payment”) ; and


 


Whereas, the Purchaser has paid the balance of the December Payment
to the Contractor in an amount of Six Million Forty Thousand Euros (€6,040,000)
on January 5th, 2009 ; and


 


Whereas, the Purchaser has deposited into the Escrow
Account a portion of the Escrow Draw Amount for an amount of Five Million Euros
(€5,000,000) on January 15th, 2009 ; and


 


Whereas, the Parties recognize the progress made by
Purchaser towards completion of an
Export Credit Facility for the purpose of financing a portion of this Contract,
which loan is backed by COFACE ; and


 


Whereas, the Parties acknowledge that certain
actions were not completed by the Purchaser in meeting the conditions in Article A
(iv) of Amendment 5 ; and


 


Whereas, as a result, the Parties wish to modify the
conditions referred to in Article A (iv) and (v) of Amendment 5
; and


 


Whereas, the Parties further wish to adjust the work
plan and delivery schedule to synchronize all activities and funding in
conjunction with to the Export Credit Facility, including the purchase of long
lead parts, the possible advancement of six (6) Spacecraft and, subject to
the implementation of Early Delivery Scenario 3 and Scenario 4 with the
objective to aim at the currently scheduled launch period for the first firm
launch between September 23, 2009 and December 21, 2009.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Parties hereby modify the Contract as set forth herein:


 


1

















 


A.            CHANGE NOTICE BY PURCHASER


 


Pursuant to Article 19
(B) of the Contract, Purchaser hereby gives notice to Contractor to
immediately implement a production schedule adjustment to include
re-prioritization and re-schedule of the Work being performed, including work
shift assignments and ordering activities by Contractor and its subcontractors
as deemed appropriate to comply with the Parties agreement herein.  Such adjustment of program activities is to
limit Contractor’s financial exposure under the Contract pending completion of
Export Credit Facility by Purchaser.


 


This Change Notice is for
a period beginning from the date of this Amendment 6 and ending on March 4th, 2009 close of business French time.


 


B.            CONSEQUENCES OF THIS CHANGE NOTICE


 


(i) Schedule impacts
shall be as follows.


 


Provided Contractor
returns to nominal performance of Work according to Article C below:


 


·                  the Contractual Required
Delivery Dates of Spacecraft from Phase 1 & 2 shall be postponed by no
later than [*] calendar days starting from the date of this Amendment


·                  the PSR ED2 Objective Dates
of Spacecraft from Phase 1 & 2 shall be postponed by no later than [*]
calendar days starting from the date of this Amendment


·                  the Launch ED2 Objective
Dates of Spacecraft from Phase 1 & 2 shall be postponed by no later
than [*] calendar days starting from the date of this Amendment


 


(ii) Cost impacts
shall be as follows:


The impact of this
Change Notice is two (2) Million US Dollars which shall be paid by
Purchaser to the Contractor on or before March 4th,
2009 ;


 


(iii) Drawing on
the Escrow Account


On the Amendment
signature, the Parties agree that Contractor may draw from the Escrow Account an amount of [*] corresponding
to nominal payment milestone N° 9a the (“January Payment”) for an amount
of [*] and to payment of Invoice
N° 891834 for ATP Increase Power Beam Step 1 for an amount of [*] for the payment
of Invoice N° 891834.  The Parties shall
promptly notify the Escrow Agent for release of funds under the Escrow
Agreement.


 


C.            CONTRACTOR TO RETURN TO NOMINAL PERFORMANCE OF THE WORK ON MARCH 5th, 2009


 


The Contractor shall
return to nominal performance of the Work on March 5th, 2009, subject to the Schedule impacts referred to
in Article B (i) above and provided the following conditions are met
on or before March 4th, 2009:


 


(i) Payment of the
two (2) Million US Dollars referred to in Article B above ; and


 


(ii) Closing of the Export
Credit Facility backed by COFACE for the financing of Phase 1, Phase 2
(including Long Lead Items for six (6) Spacecraft from Phase 3) has
occurred and all conditions precedent have been fulfilled for the financing to
be operative as confirmed by BNP Paribas bank or deposit into the Escrow Account by Purchaser of the remaining portion of
the Escrow Draw Amount in order for the Escrow Account to
reach the Deposit Requirement of [*]
on or before March 4th, 2009.


 


2

















 


Upon fulfilment of the two
conditions referred to above, the Parties confirm that all activities shall
revert to the Parties rights as per the nominal contractual provisions of the
Contract.


 


D.            ABSENCE OF CONDITIONS TO RETURN TO NOMINAL PERFORMANCE OF WORK


 


Should the conditions
referred to in Article C (i) and/or (ii) not being met on or
before March 4th, 2009, then the following shall apply:


 


(i)                                     the Contractor shall not return to nominal
performance of the Work, and


(ii)                                  starting from March 5th, 2009, the Contractor has the right to Stop Work
under Article 22 (B) of the Contract with one (1) day written
notice to Purchaser ; and


(iii)                            As a consequence, should the conditions referred to
in Article C (i) and/or (ii) still not being met on April 4th, 2009, the Contractor shall be entitled to
immediately terminate the Contract according to the conditions referred to in Article 22
(B) (iv). In any case, the payment referred to in Article B (ii) above
shall be due in addition to the termination cost referred to in Article 22
(B) (iv) of the Contract.


 


E.              EARLY DELIVERY ED2 SCENARIO 3 AND SCENARIO 4


 


The conditions referred to in document Ref G-000000813 dated January 20th,
2009 (Annex 1 to the present Amendment 6) are open for acceptance by the
Purchaser through the issuance of an ATP on or before March 5th,
2009 and subject to payment by the Purchaser of Two Hundred Fifty Thousand Euros
(€250,000)  on or before such date.  Prior to the issuance of an ATP, the Parties
to review and optimize the schedule of activities with a goal towards securing
a date in November 2009 as the first launch date.


 


F.              All of the terms, covenants and conditions
of the Contract as may already have been amended shall remain in full force and
effect except to the extent the same have been expressly amended or modified by
the terms of this Amendment N°6.


 


G.             All capitalized terms not otherwise defined
in this Amendment N°6 shall have the meanings for such terms as
set forth in the Contract.


 


3

















 


EXECUTION


 


In
witness whereof, the Parties have duly executed this Contract Amendment.


 




	
  Globalstar, Inc.

  	
   

  	
  Thales
  Alenia Space France

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Anthony J. Navarra

  	
   

  	
  By: 

  	
  /s/ Blaise Jaeger

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Anthony J. Navarra

  	
   

  	
  Name:
  

  	
  Blaise Jaeger

  
	
  Title:
  

  	
  President

  	
   

  	
  Title:

  	
  EVP and General Manager BUTL

  
	
  Date:

  	
  Feb. 5,
  2009

  	
   

  	
  Date:

  	
  06/02/2009

  






 


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