Unassociated Document


    Exhibit
10.1

     

    AMENDMENT
LETTER NO.4

     

    Globalstar,
Inc.

    461 South
Milpitas Blvd.

    Milpitas

    CA
95035

    United
States of America

    Attention:
James Monroe III

     

    22 December
2010

     

     

    Dear Sirs,

     

    


    Facility
Agreement dated 5 June 2009 between Globalstar, Inc. as the Borrower, BNP
Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment
Bank 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 thereto as the Original Lenders as amended
pursuant to an Amendment Letter No. 1 dated 29 June 2009, Amendment Letter No. 2
dated 9 April 2010 and Amendment Letter No. 3 dated 28 October 2010 (the
“Facility Agreement”).

     

    
      	
              1.

            	
              Introduction

            


    

     

    
      	
               
      

            	
              (a)

            	
              We
      refer to the Facility Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Terms
      and expressions defined in the Facility Agreement shall, unless the
      context otherwise requires, have the same meaning when used in this
      letter.

            


    

     

    
      	
               
      

            	
              (c)

            	
              We
      write to you in our capacity as COFACE Agent under the Facility
      Agreement.

            


    

     

    
      	
              2.

            	
              Amendments

            


    

     

    With
effect from the execution of this letter by all parties to it, the Facility
Agreement shall be amended as follows:

     

    
      	
              2.1

            	
              The
      definition of “First
      Repayment Date” in Clause 1.1 (Definitions) of the
      Facility Agreement shall be deleted in its entirety and replaced by the
      following definition:

            


    

     

    ““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 December
      2011.”

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              2.2

            	
              Clause
      20.3 (Adjusted
      Consolidated EBITDA) of the Facility Agreement shall be amended by
      deleting the table and replacing it with the table
  below:

            


    

     

    “

    
      	
              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$15,000,000)

            
	
              Relevant
      Period commencing on 1 July 2010 and expiring 30 June
      2011.

            	
              (US$15,000,000)

            
	
              Relevant
      Period commencing on 1 January 2011 and expiring 31 December
      2011.

            	
              US$2,500,000

            
	
              Relevant
      Period commencing on 1 July 2011 and expiring 30 June
      2012.

            	
              US$17,500,000

            
	
              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

            


    

     

    ”

     

    
      	
              2.3

            	
              Clause
      20.4 (Debt Service
      Coverage
      Ratio) of the Facility Agreement shall be amended by deleting the
      table and replacing it with the table
below:

            


    

     

    “

    
      	
              Column 1
      - Relevant Period

            	
              Column 2
      – Ratio

            
	
              To
      the extent that the First Repayment Date falls in 2011, 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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Column 1
      - Relevant Period

            	
              Column 2
      – Ratio

            
	
              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

            


    

     

    ”

     

    
      	
              2.4

            	
              Clause
      23.17 (Failure to Bring
      Satellites in Service) of the Facility Agreement shall be deleted
      in its entirety and replaced by the following
  Clause:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “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)

            	
              Individual
      In-Orbit Acceptance with respect to eighteen (18) Satellites delivered
      under the Satellite Construction Contract by 01 January 2012;
      or

            


    

     

    
      	
            	
              (c)

            	
              Final
      In-Orbit Acceptance by 1 September
2012.”

            


    

     

    
      	
              3.

            	
              Reservation
      of Rights

            


    

     

    Nothing
in this letter shall constitute or be deemed to constitute a waiver of the
rights of any Finance Party under any of the Finance Documents or any amendment
of the Finance Documents except as expressly set forth in Clause 2 (Amendments)
above.

     

    
      	
              4.

            	
              Terms
      Incorporated

            


    

     

    The
provisions of the following clauses of the Facility Agreement are incorporated
into this letter, mutatis
mutandis, as if set out in this letter with references to “this Agreement” being
construed as references to this letter: Clause 35 (Partial Invalidity), Clause
38 (Counterparts),
Clause 39 (Governing
Law) and Clause 40 (Enforcement).

     

    
      	
              5.

            	
              Finance
      Document

            


    

     

    This
letter shall constitute a Finance Document.

     

    
      	
              6.

            	
              Confirmation

            


    

     

    Each
Obligor confirms in favour of the COFACE Agent that:

     

    
      	
               
      

            	
              (a)

            	
              it
      hereby agrees to the terms and conditions of this letter;
    and

            


    

     

    
      	
               
      

            	
              (b)

            	
              notwithstanding
      this letter, each Finance Document to which it is a party remains in full
      force and effect and the rights, duties and obligations of each Obligor
      are not released, discharged or otherwise impaired by this
      letter.

            


    

     

    
      	
              7.

            	
              Third
      Parties Rights

            


    

     

    A person
who is not a party to this letter has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms.

     

    We should
be grateful if you would sign and return to us the enclosed copy of this letter
by way of your acknowledgement and acceptance of the contents of this
letter.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Yours
faithfully,

    


    


    /s/ Jean
Philipe Poirier

    For and
on behalf of

    BNP
Paribas

    as the
COFACE Agent


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              
                 

              

              
                 

              

              
                /s/
      Jean Phillipe Poirier

              

              
                ..........................................

              

              BNP
      Paribas

              as
      Lender

              
                 

              

            	
              
                 

              

              
                 

              

              
                /s/ Olivier
      Royer

              

              
                ..........................................

              

              Société
      Générale

              as
      Lender

              
                 

              

            
	
              
                 

              

              
                 

              

              
                /s/
      Florence Bessis

              

              
                /s/
      Nelly Serkisian

              

              
                ..........................................

              

              Natixis

              as
      Lender

              
                 

              

            	
              
                 

              

              
                 

              

              
                /s/
      Didier Laffon

              

              
                /s/
      Frédéric Bambuck

              

              
                ..........................................

              

              Crédit
      Agricole Corporate and Investment Bank

              as
      Lender

              
                 

              

            
	
              
                 

              

              
                 

              

              
                /s/
      Michêle Patri

              

              
                /s/
      Jaques-Philippe Menville

              

              
                ..........................................

              

              Crédit
      Industriel et Commercial

              as
      Lender

              
                 

              

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar,
      Inc.

              as
      Borrower

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            	
              Acknowledged
      and agreed

              For
      and on behalf of

              Thermo
      Funding Company LLC

              as
      Obligor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Manager

              Date:
      22 December 2010

               

            
	
              Acknowledged
      and agreed

              For
      and on behalf of

              GSSI,
      LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar
      Security Services, LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            
	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar
      C, LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar
      USA, LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            
	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar
      Leasing LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            	
              Acknowledged
      and agreed

              For
      and on behalf of

              Spot
      LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Acknowledged
      and agreed

              For
      and on behalf of

              ATSS
      Canada, Inc.

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar
      Brazil Holdings, L.P.

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

            
	
              Acknowledged
      and agreed

              For
      and on behalf of

              GCL
      Licensee LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

               

            	
              Acknowledged
      and agreed

              For
      and on behalf of

              GUSA
      Licensee LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010

            
	
              Acknowledged
      and agreed

              For
      and on behalf of

              Globalstar
      Licensee LLC

              as
      Subsidiary Guarantor

               

              /s/
      James Monroe III

              By:  James
      Monroe III

              Title:
      Chairman

              Date:
      22 December 2010