EXHIBIT
10.19


 


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°1

TO THE AGREEMENT FOR THE LAUNCHING INTO

LOW EARTH ORBIT

OF THE GLOBALSTAR SATELLITES

BY THE SOYUZ LAUNCH VEHICLE


 


This Amendment N°1 to the Agreement
for the launching of the GLOBALSTAR Satellites, (hereinafter
referred to as the “Agreement”) is entered,
by and between:


 


GLOBALSTAR, INC.,
a company organized and existing under the laws of the State of Delaware, with
head offices located at 461 South Milpitas Blvd, Milpitas, CA 95035, U.S.A.,
(hereinafter referred to as “CUSTOMER”),


 


On the one hand,


 


AND


 


ARIANESPACE a
company organized and existing under the laws of the Republic of France, with
head offices at Boulevard de l’Europe, 91006 Evry-Courcouronnes Cedex, France
(hereinafter referred to as “ARIANESPACE”).


 


On the other hand,


 


PREAMBLE


 


Whereas                                                               On
September 5, 2007 CUSTOMER and ARIANESPACE have entered into the Agreement
for the launching of TWENTY FOUR (24) Satellites, with the option to launch an
additional TWENTY FOUR (24) Satellites into low earth orbit, and


 


Whereas                                                               CUSTOMER
and ARIANESPACE have agreed to adapt certain Pre-Launch Financing provisions, as
well as the conditions related to the Launch Site selection.


 


Confidential, Arianespace proprietary


 

















 


DC/PHB/DA/CO-015

Amdt N°1 Issue 1


 


NOW THEREFORE, THE PARTIES HAVE
AGREED UPON THE FOLLOWING MODIFICATION TO THE AGREEMENT:


 


Section 1
-                                      Launch Site Selection for the Firm Launches and Associated Remuneration


 


1.1                                The
first sub-paragraph of Paragraph 4.4 (“Launch Site Selection”) of Article 4
(“ARIANESPACE’ SERVICES”) of the Agreement is cancelled and replaced as
follows:


 


“ARIANESPACE shall inform CUSTOMER of the Launch Site
selection for the FOUR (4) Firm Launches by written notice to be received
no later than 15 September 2008.”


 


1.2                                A
new Sub-paragraph C is added to Paragraph 8.1 of Article 8 (“Remuneration”)
of the Agreement, as follows:


 


“
C           For the Firm Launch Services
from Baikonur Space Center Launch Site.


 


Should
ARIANESPACE proceed with the FOUR (4) Firm Launches from the Baikonur
Launch Site, then each Firm Launch related Launch Services price shall be
increased by an amount of [*].


 


The
price increase relating to the performance of the Firm Launches from the
Baikonur Launch Site, as applied and computed in accordance with the terms
above, shall be payable by CUSTOMER at the Launch Associated Payment due date related
to the Firm Launch for which there is no subsequent Firm Launch remaining to be
performed (L — 1 week, L being the actual Launch Day of the said Launch).  The total amount of such price increase shall
be contractually capped at [*].”


 


Section 2
-                                      Payment Schedule and Financing


 


Paragraph
10.6 (“Financing”) of Article 10 of the Agreement is deleted and replaced
as follows:


 


“10.6 Financing


 


For each
of the FOUR (4) Firm Launches under this Agreement, Pre-Launch Financing
shall be made available and repaid in accordance with the following provisions
of this Paragraph 10.6.


 


	
  10.6.1

  	
   

  	
  Pre-Launch Financing shall be made available for
  the payments due at EDC+6 months, EDC+12 months and L*-9 months, up to [*]% of the amount of each such payment and on the respective date of
  each such payment, in accordance with the following table.

  



 


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  DATE

  	
   

  	
  Total amount in US$ for

  each launch referred in the

  sub-paragraph 8.1 (A) of

  Article 8 of this Agreement

  	
   

  	
  Minimum CASH 

  (in US$)

  	
   

  	
  Maximum

  PRE

  LAUNCH

  FINANCING

  (in US$) *

  
	
  EDC + 6 months

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  EDC + 12 months

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  L* - 9 months

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 






Where L* means the first day of the provisional Launch
Period as applicable to each respective Firm Launch and as defined in
accordance with sub-paragraph 6.2.1 (A) (ii) or 6.2.1 (B) (ii) of
Article 6 of this Agreement whichever is relevant. Except as set forth in
Paragraph 11.4 of Article 11, L* is fixed for the duration of this
Agreement.


 


	
  10.6.2

  	
  Upon receipt of the cash payments for EDC + 6
  months, EDC + 12 months and L*- 9 months, corresponding Pre-Launch Financing
  for the unpaid balances shall automatically be made on the respective date of
  payment in the amount such that the total amount is paid in full. It shall be
  made by way of book entry to fund the corresponding payment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  From the date of book entry until the date of
  repayment, Pre-Launch Financing shall bear interest at a fixed annual
  interest rate of [*]%
  from EDC until L*- 6 months (excluded), and shall bear interest at a fixed
  annual interest rate of [*]%
  from L*- 6 months (included) until the date of repayment that shall be L— 1
  month at the latest.  L in the
  preceding sentence and in paragraphs 10.6.3 and 10.6.4 shall mean the actual
  Launch Day of the said Launch.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  The computation of interest shall be made on the
  basis of THREE HUNDRED SIXTY (360) days and actual days elapsed.

  
	
   

  	
   

  	
   

  
	
  10.6.3

  	
  The principal amount of the Pre-Launch Financing
  and the accrued interest shall be repaid in full at L -1 month at the latest,
  subject to the terms and conditions of sub-paragraph 18.2.3 of
  Article 18 of this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  In the event ARIANESPACE requests a launch
  postponement, the accrued interest with respect to the said Launch shall
  cease to accrue for the duration of such launch postponement.

  
	
   

  	
   

  	
   

  
	
  10.6.4

  	
  The L-1 month payment date shall be adjusted by
  the aggregate number of postponements (as measured in days) requested by
  ARIANESPACE in accordance with Paragraph 11.3 of Article 11 of this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  10.6.5

  	
  Notwithstanding the terms of Paragraph 10.4
  (“Late Payment”) of Article 10 (“Payment for Services”), in the event of
  default of payment of the principal amount of the Pre-Launch Financing and
  related accrued interests by L-1 month at the latest, then

  
				



 


3

















 


CUSTOMER shall pay ARIANESPACE interest on the payment
due at a rate of [*]%
starting from the first delinquent day up to and including the date payment is
made.


 


Without
prejudice to the above, it is acknowledged by the Parties that during any
period of non payment, ARIANESPACE shall be entitled to suspend any and all of
its activities in preparation of the Launch Services and to reschedule the
Launch Services under Sub-paragraph 11.3.3 of Article 11 of this Agreement,
such suspension and reschedule subject to the time and notice requirements as
set forth in Article 10.4 of the Agreement.”


 


Section 3
-                                     This
Amendment N°1 shall be effective as of its date of execution by both Parties.
Any other provisions of the Agreement not modified by this Amendment N°1 shall
remain in full force and effect.


 


IN WITNESS WHEREOF  the Parties  have caused this Amendment N°1 to the Agreement for the launching
of the GLOBALSTAR Satellites to be executed in two
originals, as of the following date and year: 
July 5, 2008.


 


 


	
  CUSTOMER

  	
  ARIANESPACE

  
	
   

  	
   

  
	
  Name:     Anthony J.
  NAVARRA

  	
  Name: Jean-Yves LE GALL

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title:
  President

  	
  Title: Chairman
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Anthony J. Navarra

  	
   

  	
  /s/ Jean-Yves Le Gall

  
	
  Signature

  	
  Signature

  
			



 


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