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 N°8


TO


CONTRACT N° GINC-C-06-0300


 


By and Between


 


GLOBALSTAR, INC.


 


and


 


THALES ALENIA SPACE

FRANCE


 

















 


This Amendment N°8 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 Parties recognize the continuing
progress made by Purchaser towards completion of an Export Credit Facility for the purpose of financing a portion of this
Contract, which loan will be backed by COFACE ; and


 


Whereas, the Parties acknowledge that certain actions
were not completed by the Purchaser in meeting certain conditions set forth in
Amendment 7 dated March 5th 2009 ; and


 


Whereas, while the conditions precedent to the
coming into force of Step 2 as stipulated in Amendment 7 has not been
fulfilled, the Parties agree to consider Step 2 has entered into force on March 13th,
2009 ; and


 


Whereas, as a result, the
Parties wish to modify certain conditions of Amendment 7 ; and


 


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 - The Parties
agree that the conditions set forth in Section C of Amendment 6 have not
been met, and the Parties agree to extend the Change Notice implementing a
production schedule adjustment to include re-prioritization and re-schedule of
the Work until June 5th 2009.


 


2 - As a result of the
implementation of the production schedule adjustment set forth in Clause
1 above,
the following shall apply :


 


(a)     Section B(ii) and Section D
of Amendment 6 as modified by Amendment 7 are replaced by the following :


 


“The Purchaser shall
pay to the Contractor an additional amount of TWO MILLION US Dollars
($2,000,000) to be made as follows:


 


(i)         FIVE HUNDRED THOUSAND US
Dollars ($500,000) on April 30th, 2009 ; and


 


(ii)        FIVE HUNDRED THOUSAND US
Dollars ($500,000) on May 25th, 2009 ,


 


1

















 


(iii)       ONE MILLION US Dollars
($1,000,000) on the earliest of June 5th, 2009 or the date on which the Closing of the
Export Credit Facility backed by COFACE for the financing of Phase 1 and 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.


 


In case the Purchaser fails to pay to the Contractor
any of the above amounts (i), (ii) and (iii) on the date
referred to above (“the Due Date”), then the following shall apply :


 


·                  the Contractor shall have the right to Stop
Work according to the provisions of Article 22(B) of the Contract on
the Day following the Due Date (“the Contractor Stop
Work Date”) ; and


 


·                  if the payment failure has
not been cured by the Purchaser THIRTY (30) Days after the Contractor Stop Work
Date, then the Contractor shall be entitled to immediately terminate the
Contract according to the conditions referred to in Article 22(B)(iv) of
the Contract. In such case, the TWO MILLION US Dollars ($2,000,000) shall be due and payable
in accordance with the termination costs referred to in Article 22(B)(iv) of
the Contract, less any amount paid to the Contractor under (i), (ii) and (iii) above.”


 


(b)     Section B(i) of Amendment 6 as
amended by Amendment 7 is replaced by the following:


 


“Schedule impacts of
this change notice shall be as follows:


 


·                  The Contractual Required Delivery Dates of Spacecraft
from Phase 1 and 2 shall be postponed by [*] Days plus ONE (1) additional
Days for each Day starting from April 2nd,
2009 until the date of return to nominal performance of the Work.


 


·                  The PSR ED2 Objective Dates of Spacecraft from Phase 1
and 2 shall be postponed by [*] Days plus ONE (1) additional Days for each
Day starting from April 2nd, 2009 until the date of
return to nominal performance of the Work.


 


·                  The Launch ED2 Objective Dates of Spacecraft from
Phase 1 and 2 shall be postponed by [*] Days, plus ONE (1) additional Days
for each Day starting from April 2nd,
2009 until the date of return to nominal performance of the Work.


 


For clarification, the “Contractual Required
Delivery Dates”, “PSR ED2 Objective Dates” and “Launch ED2 Objective Dates”
refers to the dates in the table as set forth in Amendment 5 to the Contract.


 


3 - If, on or before June 5th, 2009,


 


(i) the Contractor
has received on its bank account the total amount of TWO MILLION US Dollars
($2,000,000) referred to in Clause 2(a) above ; and


 


(ii) the
Closing of the Export Credit Facility backed by COFACE for the financing of
Phase 1 and 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,


 


2

















 


then the Contractor shall return to nominal
performance of the Work within SEVEN (7) Days from the date on which the
conditions (i) and (ii) above have been fulfilled, subject to the
provisions of Clause 6 hereafter.


 


4                               If
on June 5th, 2009,


 


(i) the Contractor
has not received the total amount of TWO MILLION US Dollars ($2,000,000)
referred to in Clause 2(a) above ; or


 


(ii) the
Closing of the Export Credit Facility backed by COFACE for the financing of
Phase 1 and Phase 2 (including Long Lead Items for six (6) Spacecraft from
Phase 3) has not occurred ; or


 


(iii) the
Closing of the Export Credit Facility backed by COFACE for the financing of
Phase 1 and Phase 2 (including Long Lead Items for six (6) Spacecraft from
Phase 3) has occurred but all conditions precedent have not been fulfilled for
the financing to be operative as confirmed by BNP Paribas bank,


 


then
the following shall apply, in addition to the provisions of Clause 6 hereafter
:


 


·                  the Contractor
shall not return to nominal performance of the Work ; and


·                  the Contractor shall have the right to Stop
Work according to the provisions of Article 22(B) of the Contract on June 5th, 2009 ;
and


·                  if the conditions referred
to in Clause 3(i) and (ii) above have not been fulfilled on July 5th,
2009, then the Contractor shall be entitled to immediately terminate the
Contract according to the conditions referred to in Article 22(B)(iv) of
the Contract. In such case, the Two Million US Dollars ($2,000,000) shall be due and
payable in accordance with the termination costs referred to in Article 22(B)(iv) of
the Contract, less any amount paid to the Contractor under Clause 2 (i), (ii) and (iii) above.”; and


·                  Further, the Parties mutually recognize the Contractor
has the right to terminate its Subcontracts under the Contract as early as June 6th, 2009.


 


5 - Article E of Amendment
6 as modified by Amendment 7 is replaced by the following :


 


“The conditions referred
to in Document Ref G-000000813 dated January 20th,
2009 (Annex 1 to Amendment 6), are open for acceptance by the Purchaser within
ONE (1) month after the date of return to nominal performance of the Work
and subject to an immediate initial down payment by Purchaser of TWO HUNDRED
FIFTY THOUSAND Euros (€250,000). Prior to the issuance of an ATP, the Parties
agree to review and optimize the schedule of activities in order to target the
earliest possible launch date(s).”


 


6 - Upon signature of this
Amendment 8, Purchaser and Contractor agree that Contractor shall be entitled
to immediately draw-down from the Escrow Account an amount of [*] as partial payment of
Invoice N° 1001102144 corresponding to Milestone Event N°9c, while leaving the
minimum balance (to Be Confirmed) required to keep the Escrow Account open.


 


3

















 


The remaining delta amount of [*] corresponding
to Milestone Event N°9c shall be paid as a portion of initial down payment of
the revised Payment Plan to be issued upon signature of the restated contract
within the frame of the Closing of the Export Credit Facility (“Restated
Contract”).


 


7 - This
Amendment 8 shall enter into force with a retroactive effect as of April 1st, 2009 when the following
conditions have been fulfilled (i) signature of this Amendment 8 by the
Parties and (ii) receipt by the Contractor on its bank account of the
amount of [*]
drawn down from the Escrow Account according to Clause 6 above.


 


8 - 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°8.


 


9 - All
capitalized terms not otherwise defined in this Amendment N°8 shall have the
meanings for such terms as set forth in the Contract.


 


4

















 


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 & General
  Manager, Telecom

  
	
  Date:

  	
  9
  April 2009

  	
   

  	
  Date:

  	
  April 9,
  2009

  






 


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