EXHIBIT 10.8


 


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. 7


To


QUALCOMM
Globalstar Satellite Products Supply Agreement


Agreement
No. 04-QC/NOG-PRODSUP-001


(NOG-C-04-0137)


 


This Amendment No. 7 (“Amendment”) is effective
as of October 27, 2008 (“Amendment Effective Date”) by and between QUALCOMM Incorporated, a Delaware corporation (“Qualcomm”)
and Globalstar, Inc., a Delaware
corporation (“Buyer”), and Globalstar Canada
Satellite Company (“GCSC”) a Nova Scotia Corporation and wholly
owned subsidiary of Buyer, with respect to the below stated facts.


 


This Amendment must be signed by October 28, 2008; otherwise, this Amendment offer is no
longer valid.


 


RECITALS


 


A.      Qualcomm and
Buyer executed the Qualcomm Globalstar Satellite Products Supply Agreement No. 04-QC/NOG-PRODSUP-001
dated April 13, 2004, as amended (the “Agreement”), pursuant to which
Qualcomm agreed to sell to Buyer, and Buyer agreed to purchase, Globalstar
products from time to time for resale to customers under such Supply Terms and
Conditions.


 


B.  Qualcomm
and Buyer executed Amendment No. 1 dated May 25, 2005 to the
Agreement, pursuant to which Qualcomm agreed to modify the Globalstar GSP-1600
Tri-Mode Satellite Phone to replace the LCD (“GSP-1600”) and make available a
limited quantity of GSP-1600s and other Globalstar products to Globalstar for
resale to its customers.


 


C.  Qualcomm
and Buyer executed Amendment No. 2 dated May 25, 2005 to the
Agreement, pursuant to which QUALCOMM agreed to manufacture, sell and deliver
New Products to Globalstar for resale to its customers.


 


D.  Qualcomm and Buyer executed Amendment No. 3
dated September 30, 2005 to the Agreement pursuant to which Qualcomm
agreed to sell to Buyer additional GSP-1600s and other Globalstar products for
resale to its customers.


 


E.      Qualcomm
and Buyer executed Amendment No. 4 dated August 15, 2006 pursuant to
which Buyer agreed to undertake to performance of the final packaging of the
GCK-1700 Car Kit and SDVM, including procurement of such packaging materials
and antenna(s), and accordingly, (i) Buyer will no longer be required to
deliver production GCK-1700 Car Kit and/or SDVM Antennas and applicable
documentation to Qualcomm as set forth in Section 27 of the 


 

















 


Agreement, and (ii) QUALCOMM
will deliver GCK-1700 Car Kits and SDVMs, without antennas, as provided for in Section 26
of the Agreement.


 


F.  Qualcomm, Buyer and GCSC executed the
Assignment and Performance Guarantee Agreement No. 06-QC/Globalstar-AA-001
GINC-C-06-0306 dated October 11, 2006 by which Globalstar assigned its
rights, title and interests in and to Amendment 2 to the Agreement, including
all rights and obligations arising under Purchase Orders issued pursuant to
Amendment 2 to GCSC.


 


G. Qualcomm, Buyer and GCSC
executed Amendment No. 5, pursuant to which the parties agreed to further
extend the Term and revise the Delivery Schedule and pricing terms for New
Products and other terms and set forth therein.


 


H. Qualcomm, Buyer and GCSC
executed Amendment No. 6 pursuant to which the parties agreed to amend the
Agreement to provide for indemnification for Qualcomm as it relates to the use
of any non-conforming battery with the GSP-1700 handset.


 


I. Buyer has requested, and
Qualcomm has agreed subject to certain terms and conditions set forth herein,
to revise the delivery schedule of New Products to reflect a suspension in
deliveries for a period of eighteen (18) months with deliveries scheduled to
resume in April, 2010 as set forth in the Third Revised Delivery Schedule,
attached hereto as Exhibit A.


 


By this Amendment, Qualcomm,
Buyer and GCSC agree to further amend the Agreement as set forth below.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereby modify the Agreement
as set forth herein.


 


1.               Section 30, Term Extension, is hereby
modified as follows:


 


“30.
Term Extension.  The Term
of the Agreement is hereby extended twelve (12) months to September 30,
2011, unless otherwise terminated as provided for in this Amendment No. 7
and the Agreement.”


 


2.                                       Section 32. Special
Provisions for Suspended New Products Delivery Schedule is
hereby added as follows:


 


“32.1
Suspended New Products Delivery Schedule.
As of the Amendment Effective Date, the delivery schedule as set forth in
Attachment 1(a) to Amendment No. 2, as amended in Amendment No. 5,
is further amended to reflect an eighteen (18) month suspension beginning with
the now-scheduled October, 2008 delivery for New Products (“Third Revised
Delivery Schedule”).


 


32.2
Resumption of New Products Delivery Schedule.
As a condition of suspending deliveries as set forth herein, Buyer must provide
written notification to Qualcomm no later than August 15,
2009 of either (i) its desire to resume taking deliveries of
and making payment for the New Products as set forth in the Third Revised
Delivery Schedule or (ii) provide notice of discontinuation as set forth
in Section 32.3 below.   All units
of the remaining New Products must be included in Buyer’s selection of (i).


 

















 


32.3                           Third Revised Delivery Schedule
Pricing.  Both parties acknowledge and agree that due
to the delivery suspension, the pricing of the New Products may increase due to
parts obsolescence, supplier issues and other manufacturing costs associated
with re-start-up costs. If Qualcomm determines that the costs to re-start and
manufacture the New Products will increase, Buyer agrees to pay an increase in
the current GSP-1700 price of no more than [*] per GSP-1700 for the remaining
delivery quantity.


 


Qualcomm
will provide written notice to Buyer of any increase in price for the GSP-1700
by August 1, 2009.  If the price increase is greater than [*] per
GSP-1700, Buyer can either (A) accept the increase in price (“Option A”),
or (B) terminate the Agreement for discontinuance and must (i) purchase
all available Finished Goods for all New Products in inventory at the current
price (“Finished Goods” is defined as all New Products in inventory at the -10
level or above), and (ii) purchase all components or any other parts on
order and purchased by Qualcomm in support of the current delivery schedule at
Qualcomm’s cost; and (iii) negotiate in good faith a license and license
fee and ASIC Supply Agreement from Qualcomm to allow a third party manufacturer
to manufacture the New Products on behalf of Buyer, all as set forth in Section 32.4.2
(collectively “Option B”).  Buyer must
provide written notice of either Option A or Option B no later than August 15, 2009 otherwise Qualcomm shall have the right
to terminate the Agreement as set forth in Section 32.4.1 below.


 


32.4                           Additional Termination Provisions


 


32.4.1                  By Qualcomm.  In
addition to the termination provisions and rights set forth in the
Agreement,  Buyer’s failure to confirm in
writing its agreement to either (i) resume taking all outstanding
deliveries of the New Products as set forth in the Third Revised Delivery
Schedule, (ii) timely selection of Option A, or Option B, or (iii) 
Buyer’s failure to comply with the terms of this Agreement, including (a) failure
to make timely payments for all outstanding invoices, (b) failure to make
timely payments for all New Products and parts or components purchased by
Qualcomm in support of the current delivery schedule in inventory or committed
to by Qualcomm with suppliers that cannot be canceled at the time of
termination, or (c), failure to enter into a License Agreement for a third
party manufacturer within ninety (90) days of Agreement termination, shall
constitute a material default under this Agreement and Qualcomm shall deliver
written notice of its intent to terminate for breach. If a material default is
not cured within thirty (30) calendar days after the date of notice, or if
Qualcomm, in its sole discretion, determines it cannot support resumption of
the delivery schedule due to resource availability, costs or any other business
reason, Qualcomm shall have the right to (1) terminate the Agreement, and (2) cancel
any undelivered portions of the Purchase Order for New Products, subject to all
termination rights set forth in the Agreement, including but not limited to
Termination Charges defined in Section 1, and Sections 3.3 and 16 of the
Supply Terms and other termination fees set forth in Section 20.1, as
amended in Amendment No. 5 and (3) immediately terminate the Master
Ordering Agreement, including all Task Orders for Hotline/Help Desk Support,
upon written notice to Buyer.


 


32.4.2                  Discontinuation By Buyer.  In
the event Qualcomm determines that the price of the GSP-1700 will increase more
than [*] per phone as a result of the cost analysis by Qualcomm, Buyer may
discontinue this Agreement subject to the following conditions:


 


1.
Buyer agrees to take delivery within forty five (45) days of termination, and to
pay within ninety (90) days of termination the following:


 

















 


·                  All
available Finished Goods for all New Products in inventory at the time of
termination at the New Product current price.


·                  All
components and parts purchased by Qualcomm in support of the current delivery
schedule that are in inventory or committed to with a supplier that can not be
canceled, at Qualcomm’s cost, plus any cancellation or other fees, including
restocking fees imposed by suppliers due as a result of termination.


 


2.
Buyer and Qualcomm will negotiate in good faith a technology license and an
ASIC Supply Agreement to enable a third-party manufacturer to manufacture and
sell phones on behalf of Buyer.  The
License must be executed within ninety (90) days of the date of termination.”


 


3.
Attachments.


 


A.           Attachments.  Attachment No. 1(a) to Amendment No. 2,
Revised Delivery Schedule for New Products as amended in Amendment No. 5
is further amended to reflect the suspension of all New Product deliveries for eighteen
(18) months, beginning with the October, 2008 delivery. Deliveries of New
Products will resume April, 2010 as provided for in Exhibit A, Third
Revised Delivery Schedule.


 


4.                                       Exhibit A, Qualcomm
Supply Terms and Conditions is hereby revised as follows:


 


Section 9.7,
Payment Offset is hereby added as
follows:


 


“9.7        Payment Offset.  Any payments made by Buyer and/or GCSC to
Qualcomm, pre-paid or otherwise, may be used by Qualcomm to offset any
outstanding amounts owed by Buyer and/or GCSC to Qualcomm, under this Agreement
or any other agreement. Notwithstanding Qualcomm’s right to offset in this
section, Buyer and/or GCSC must continue to make all payments in a timely
manner as required under this agreement. “


 


5.                                       Hotline Support. Both parties agree that the Master Ordering
Agreement (For Services) For the Globalstar Program #04-QC/NOG-MOA-001, as
amended (“MOA”)and Revised Task Order #1 for Tier 3 Hotline/Help Desk Support
Under the Master Ordering Agreement (for Services) For the Globalstar Program
#04-QC/NOG-MOA-001 (Revised Task Order #1) shall be amended as follows:


 


1.               The fixed price for Hotline/Help Desk Support
from November 1, 2008 though October 30, 2009 shall increase by [*]
per month for a period of twelve (12) months from the current pricing set forth
in Amendment No. 4 to the Revised Task Order #1 as set forth below:


 




	
  November 1,
  2008 — August 30, 2009

  	
  [*]
  per month

  
	
  September 1,
  2009 — October 30, 2009

  	
  [*]
  per month

  
	
  November 1,
  2009 — August 30, 2010

  	
  [*]
  per month

  






 


2.               In the event this Agreement is terminated for
any reason except for termination for cause by Qualcomm due to breach by Buyer,
upon written request by Buyer and subject to available resources, Qualcomm will
continue to provide Hotline support for a period of twelve (12) months from the
date of termination for an additional [*] per month to the then-current monthly
fee. An amendment to the MOA and Revised Task Order #1 will be executed between
the parties.


 

















 


6.
As a condition of this Amendment, Buyer and/or GCSC must pay all outstanding
amounts due Qualcomm under this Agreement or any other agreement as of the
Amendment Effective Date no later than five days from the Amendment Effective
Date. These amounts may not be offset by Buyer and/or GCSC against prior
payments made to Qualcomm, prepaid or otherwise.


 


EFFECTIVENESS. Except as modified by this Amendment No.7
as of the Amendment Effective Date, the Agreement shall remain in full force
and effect.  No modification, amendment
or other change may be made to this Amendment No. 7 or any part thereof unless
reduced to writing and executed by authorized representatives of both parties.


 


IN
WITNESS THEREOF, the parties have executed this Amendment No. 7 as of the
Amendment Effective Date.


 


	
  QUALCOMM
  Incorporated

  	
   

  	
  Globalstar, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Scott Becker

  	
   

  	
  By:
  

  	
  /s/
  William F. Adler

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Scott
  Becker

  	
   

  	
  Name:

  	
  William
  F. Adler

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Sr.
  VP

  	
   

  	
  Title:

  	
  VP
  Legal & Regulatory Affairs & Assistant Secretary

  



 


	
  Globalstar
  Canada Satellite Company

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  William F. Adler

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  William
  F. Adler

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:
  

  	
  Secretary

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


 


Third Revised Delivery Schedule for New Products


October 2008 — July 2011


 


	
  Schedule
  Ship Date

  	
   

  	
  GSP-1700

  	
   

  	
  GIK-1700

  Car Kit

  	
   

  	
  GSP-1700

  SDVM

  	
   

  	
  Car Power

  Adapter

  
	
  10/2008 — 3/2010

  	
   

  	
  Suspended

  	
   

  	
  Suspended

  	
   

  	
  Suspended

  	
   

  	
  Suspended

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [*]