EXHIBIT 10.12


 


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°5 TO CONTRACT N° GINC-C-06-0300


BY AND BETWEEN


GLOBALSTAR, INC. AND THALES ALENIA SPACE
FRANCE


 


This Amendment
N°5 to the Contract dated 8th December, 2008 (the “Amendment Effective Date”)
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 Francois 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, by
this Amendment, the Parties agree to minor modifications to certain provisions
of the Contract and its Exhibits and Appendices relating to (i) payments,
and the Escrow Agreement and associated conditions and (ii) the Spacecraft
Delivery Schedule as further described herein.


 


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:


 


A.  Escrow Account Deposit, December Payment
and January Payment


 


The Parties have made certain
modifications with respect to a reduction in the. Escrow Account Deposit
Requirement pursuant to Amendment N°4 to the Contract, and Amendment N°1 to the
Escrow Agreement and associated Memorandum of Understanding.


 


The Parties further acknowledge
that on. November 18, 2008, Contractor drew from the Escrow Account an
amount of Nineteen Million Five Hundred Forty-two Thousand Four Hundred ten
Euros (€19,542,410) (the “Escrow Draw Amount”) pursuant to Article 22.B of
the Contract as payment for certain invoices.  As a result of such drawing, the Purchaser has
an obligation to replenish the Escrow Draw Amount in the Escrow Account in
order that. the Escrow Account Deposit Requirement equal Fifty Million Euros
(€50,000,000), failing which Contractor is entitled to stop the Work by December 8th, 2008 as previously notified
to Purchaser by Contractor.


 

















 


The Parties
have agreed that Contractor’s right to stop the Work as set forth above shall
follow the following steps:.


 


Step
A: starting from the date of this Amendment, as a
consequence of the above, (i) Contractor shall adjust its internal program
activities to comply with the Parties agreement herein, (ii) Purchaser
will grant to Contractor an additional fourteen (14) day grace period with
respect to a delay in the successful completion of PSR for the last Spacecraft
of each Batch for purposes of assessing Liquidated Damages for Late Delivery as
set forth in Article 18.1 (C).


 


Step
B: starting from December 19th, 2008 start of business in France, and
until full replenishment of the Escrow Draw Amount, Contractor reserves the
right, upon the sending of a notice to Purchaser, to stop all or part of the
Work.  The non implementation of Step B
will be subject to the timely payment of the amounts described in paragraphs (i) to
(v) below:


 


(i)                                   the
Purchaser shall pay 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”), as evidenced by
providing a copy of the Purchaser’s bank switch of transfer of such funds to
Contractor’s bank account on December 19th, 2008 close of business Pacific Standard
Time, failing which the Contractor shall upon written notice of one (1) business
day be entitled to immediately stop the Work under Step B; and


 


(ii)                                the
Purchaser shall pay the balance of the December Payment to the Contractor
in an amount of Six Million Forty Thousand, Euros (€6,040,000) on or before January 5th, 2009, failing which the
Contractor shall upon written notice of one (1) business day be entitled to
immediately stop the Work under Step B; and


 


(iii)                             the
Purchaser shall deposit :into the Escrow Account a portion of the Escrow Draw
Amount for an amount of Five Million Euros (€5,000,000) on or before January 15th, 2009, failing which the
Contractor shall upon written notice of one (1) business day be entitled to
immediately stop the Work under Step B; and


 


(iv)                             the
Purchaser shall, deposit into the Escrow Account the remaining portion of the
Escrow Draw Amount in order for the Escrow Account to reach the Deposit
Requirement of Fifty Million Euros (€50,000,000) on or before January 27th, 2009, failing which the
Contractor shall upon written notice of one (1) business day be entitled to
immediately stop the Work under Step B; and


 


(v)                                the
Purchaser shall pay to the Contractor an amount of Fifteen Million Forty
Thousand Euros (€15,040,000) (corresponding to nominal payment milestone N° 9a
the (“January Payment”) on or before February 5th, 2009, failing which the Contractor
shall upon written notice in accordance with Article 22 (B), be entitled
to immediately stop the Work.


 


2

















 


Upon Purchaser’s
full replenishment of the Escrow Draw Amount in (iv) above, the Parties
confirm that all activities shall revert to the Parties rights as per the
nominal contractual provisions of the Contract.


 


The Parties confirm that in any stop Work event resulting
from Step B paragraphs i, ii, iii, iv or v above, then the following
shall apply:


 


If Purchaser
fails to cure the breach within thirty (30) Days from the date Contractor has
stopped the Work as defined above, Contractor shall be entitled to immediately terminate
the Contract by written notice sent to Purchaser and the provisions of Article 22(B)(iv)
shall apply.


 


If Purchaser
cures the breach on or before thirty (30) Days from the date Contractor has
stopped the Work as defined above, Contractor shall resume any Work suspended
as reasonably and promptly as possible provided that (a) Purchaser has
paid to Contractor all costs and expenses incurred as a result of the stop Work
hereunder and (b) the schedule of the Contract shall be adjusted (provided
such schedule adjustment shall not be less than one Day for each Day of Work
stoppage).


 


B.
Spacecraft Delivery Schedule —


 


The Parties
acknowledge that Contractor is currently proceeding with certain activities to
optimize Spacecraft deliveries to Purchaser in accordance with an Early
Delivery plan as authorized under Early Delivery ED2 Scope of Work Ref 2003 318
62 W Issue 01.  The Parties note that
such Early Delivery plan objective dates for Spacecraft Pre-Shipment Review
(PSR) are earlier than the baseline schedule commitment dates as set forth in Article 18
in the Contract.  In addition, Purchaser
has recently confirmed the current planning for the Provisional Launch Periods
as communicated to Purchaser’s selected Launch Services Provider and to
Contractor pursuant to a Purchaser’s letter reference PJR1008-004, dated 22 October 2008.


 


1.         To allow closer alignment
of the Early Delivery ED2 objective dates to the planning of the Provisional
Launch Periods, Purchaser hereby agrees to grant to Contractor a fourteen (14)
Days schedule delay in the PSR ED2 Objective Dates and Launch ED2 Objective
Dates for Spacecraft Batches 2, 3, and 4 as set forth below:


 


Accordingly, Article 26 (A)
and (B) Tables for PSR ED2 Early Delivery Incentives are replaced by the
following tables:


 


(A) 
Table PSR ED2 Early Delivery Incentives


 


	
   

  	
   

  	
  Required

  Delivery Dates

  for Regular

  Schedule as per

  Article 18 (B)

  	
   

  	
  PSR ED2

  Objective

  Dates

  	
   

  	
  PSR

  Schedule

  Savings Days

  for 100%

  Incentives

  	
   

  	
  Max

  Incentives

  amount (in

  Euro)

  
	
  Batch 1 FM 2 to FM7*

  	
   

  	
  Oct 13, 2009

  	
   

  	
  Sept 03, 2009

  	
   

  	
  40

  	
   

  	
  [*]

  
	
  Batch 2 FM 8 to FM13*

  	
   

  	
  Dec 04, 2009

  	
   

  	
  Oct 27, 2009

  	
   

  	
  38

  	
   

  	
  [*]

  
	
  Batch 3 FM 14 to FM19*

  	
   

  	
  Jan 15, 2010

  	
   

  	
  Dec 8, 2009

  	
   

  	
  38

  	
   

  	
  [*]

  
	
  Batch 4 FM 20 to FM 25*

  	
   

  	
  Feb 26, 2010

  	
   

  	
  Jan 29, 2010

  	
   

  	
  28

  	
   

  	
  [*]

  



 


3

















 






(*)For the avoidance of doubt a
Batch shall be comprised of 6 Spacecraft independently of FM numbers specified
in the above table.


 


(B)  Table
Launch ED2 Early Delivery Incentives


 


	
   

  	
   

  	
  Nominal

  Scheduled

  Launch Dates

  	
   

  	
  Launch ED2

  Objective Dates

  	
   

  	
  Launch

  Schedule

  Saving

  Days for

  100%

  Incentives

  	
   

  	
  Max

  Incentives

  amount (in

  Euro)

  
	
  Batch 1 FM 2 to FM7*

  	
   

  	
  Dec 22, 2009

  	
   

  	
  Nov 12, 2009

  	
   

  	
  40

  	
   

  	
  [*]

  
	
  Batch 2 FM 8 to FM13*

  	
   

  	
  Feb 04, 2010

  	
   

  	
  Dec 28, 2009

  	
   

  	
  38

  	
   

  	
  [*]

  
	
  Batch 3 FM 14 to FM19*

  	
   

  	
  March 15, 2010

  	
   

  	
  Feb 12, 2010

  	
   

  	
  31

  	
   

  	
  [*]

  
	
  Batch 4 FM 20 to FM 25*

  	
   

  	
  April 26, 2010

  	
   

  	
  March 31, 2010

  	
   

  	
  28

  	
   

  	
  [*]

  



 






(*)For the avoidance of doubt a
Batch shall be comprised of 6 Spacecraft independently of FM numbers specified
in’ the above table.


 


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°5.


 


All capitalized
terms not otherwise defined in this Amendment N°5 shall have the meanings for
such terms as set forth in the Contract.


 


EXECUTION


 


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


 


	
  Globalstar, Inc.

  	
   

  	
  Thales Alenia Space France

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul
  Rosati

  	
   

  	
  By:

  	
  Blaise
  Jaeger

  
	
  Name:  Paul Rosati

  	
   

  	
  Name: Blaise
  Jaeger

  
	
  Title:
  Contracts Manager

  	
   

  	
  Title: EVP
  Telecom

  
	
  Date:  December 9, 2008

  	
   

  	
  Date:  December 9, 2008

  
					



 


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