EXHIBIT
10.5


 


Amendment No. 4

To

QUALCOMM Globalstar Satellite Products Supply Agreement

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

(NOG-C-04-0137)


 


This Amendment
No. 4 (“Amendment”) is effective as of 15 August, 2006 (“Amendment
Effective Date”) by and between QUALCOMM Incorporated, a Delaware corporation (‘QUALCOMM”)
and Globalstar, Inc., a Delaware corporation (“Buyer”) with respect to the
following facts:


 


RECITALS


 


A.            QUALCOMM and Buyer
executed the QUALCOMM Globalstar Satellite Products Supply Agreement No. 04-GC/NOG-PORDSUP-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 have agreed that Buyer will undertake to perform 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 278 of the
Agreement, and (ii) QUALCOMM will deliver GCK-1700 Car Kits and SDVMs,
without antennas, as provided for in Section 26 of this Agreement.


 


By this
Amendment, QUALCOMM and Buyer 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.


 


The
Definitions Section is hereby revised as follows:


 


“GCK-1700 Car
Kit” shall mean QUALCOMM’s Car Kit/Docking Kit for the GSP-1700 for use in
vehicles or in fixed indoor applications, including voltage modification for
such equipment in accordance with the GCK-1700 Specification, delivered in
individual plain cardboard packaging within each master pack, with applicable
Documentation and warranty information in English only.  The GCK-1700 Car Kit will be delivered with
out antenna, such antenna to be procured and assembled for final packaging by
Buyer as further described in Section 27 herein.”


 


“SDVM” or “Satellite
Data and Voice Module” shall mean the QUALCOMM Globalstar Satellite Data and
Voice Module, Model GSP-1720 meeting the requirements as set forth in GSP-1720
Specification, delivered in individual white cardboard packaging within each
master pack, with applicable Documentation and warranty information in English
only.  The SDVM will be delivered without
an antenna, such antenna to be procured and assembled for final packaging by
Buyer as further described in Section 27 herein.  As of the Amendment Effective Date, the SDVM
is not DO-160 or FCC certified for Aviation applications.”


 


“Warranty Period”
shall mean (a) as to Phones, Satellite Data Modems and Satellite Data and
Voice Modules, twelve (12) months, and (b) as to Car Kits and the GCK-1700
Car Kit, ninety (90) days.  In each case
beginning on the date of delivery thereof to the FCA Point.  No warranty shall apply to either (i) any
antenna delivered as part of the SDVM or the GCK-1700 Car Kit not manufactured
by, or on behalf of, QUALCOMM, (ii) the GCK-1700 Car Kit and/or SDVM if
the defect is the result of improper packaging by Globalstar or its designee,
or (iii) any GCK-1700 Car Kit and/or SDVM sold, tested or used with
Globalstar Antenna not approved for use in writing by QUALCOMM, or (iv) Accessories,
Tools or Upgrade Program and Test Tools, including any Accessory packaged with
a Phone, Car Kit, GCK-1700 Car Kit or SDVM. 
No warranty shall apply to the GCK-1700 Car Kit or SDVM if the defect is
caused by a Globalstar Antenna.”


 


2.             Section 27 Antenna
Delivery is hereby deleted and replaced with the following:


 


“27. Antenna
Procurement and Delivery.  QUALCOMM
shall deliver the GCK-1700 Car Kit and SDVM, without antenna, in plan cardboard
packaging in accordance with the Agreement and Attachment (1) Delivery
Schedule For New Products. Buyer shall be responsible for (i) procurement
of the GCK-1700 Car Kit antenna and SDVM antenna (“Globalstar Antenna(s)”), (ii) timely
delivery of production samples of 


 


2

















 


Globalstar Antenna(s) to QUALCOMM as required for qualification
and certification efforts as provided for in Section 24.1, (iii) procurement
of final commercial packaging for the GCK-1700 Car Kit and SDVM, and (iv) final
assembly, testing and the commercial packaging of the GCK-1700 Car Kit and the
SDVM, for resale to its customers subject to successful completion of
qualification and certification requirements as set forth in Sections 24.1 and Section 26,
herein.  All QUALCOMM markings, including
trademarks and/or logos, on the commercial packaging must be in compliance with
the QUALCOMM Style Guide and must be approved in writing in advance by
QUALCOMM.


 


Delays in
receipt of the production samples of Globalstar Antennas as provided for in Section 26
of the Agreement, or inability by QUALCOMM to certify the Globalstar Antenna(s) due
to software or hardware issues, may result in QUALCOMM’s delivery of the
GCK-1700 Car Kit and/or SDVM certified as a component only, without the proper
certifications for resale.  In such
event, the deliveries will be considered conforming deliveries, no late delivery
penalty will apply, and payment by Buyer will be required as provided for in
the Agreement.  Subsequent submittals for
regulatory approvals by QUALCOMM of the GCK-1700 Car Kit and/or SDVM with
Globalstar Antenna(s) will be subject to QUALCOMM’s resource availability.  In no event may Buyer sell a GCK-1700 Car Kit
and/or SDVM with an antenna that is not qualified and certified by QUALCOMM.”


 


EFFECTIVENESS.  Except as modified by this Amendment No. 4
as of the date set forth above, the Agreement shall remain in full force and
effect.  No modifications, amendment or
other change may be made to this Amendment No. 4 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. 4 as of the date set
forth above.


 


	
  QUALCOMM Incorporated

  	
   

  	
  Globalstar, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Meg Comito

  	
   

  	
  By:

  	
  /s/ Kelly L. Rose

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Meg Comito

  	
   

  	
  Name:

  	
  Kelly L. Rose

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Sr. Manager, Contracts

  	
   

  	
  Title:

  	
  Director, Contracts

  



 


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