EXHIBIT 10.7


 


Amendment
No. 6


To


QUALCOMM
Globalstar Satellite Products Supply Agreement


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


(NOG-C-04-0137)


 


This Amendment No. 6 (“Amendment”) is effective
as of November 20, 2007 (“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 following facts:


 


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 have executed Amendment
No. 5, pursuant to which the parties have extended the Term, revised the
Delivery Schedule for New Products, revised New Product pricing, and associated
payment terms, and other terms.


 


H. QUALCOMM and Buyer have 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.


 


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.


 


Section 1,
Definitions, is hereby amended to add the following definition:


 


“Nonconforming Battery” shall mean a battery procured by Globalstar, from a source other than
QUALCOMM, that does not meet the specification as found in QUALCOMM source
control document “Battery Pack, 2500,AH, ROHS CV90-R6155 Revision G.


 


The
following Section is hereby added:


 


15.1.1.
Indemnification - Non-Conforming Battery.


 


Buyer
agrees that it will:


 


15.1.1.1.                  Defend any and all claims, suits and actions
including, without limitation, claims of negligence or strict product
liability, filed against QUALCOMM and its directors, officers, employees and
agents arising out of, connected with or related to, any allegation of, and any
actual injury to or death of, any person or persons or any loss or damage to
any property in which it is alleged, caused or claimed that the injury, death,
loss or damage was caused directly or indirectly from the use of a
Nonconforming Battery with the GSP-1700 handset or any failure of Globalstar to
warn consumers of the possible consequences of using a Nonconforming Battery in
the GSP-1700 handset. QUALCOMM will provide reasonable assistance to
Globalstar, at Globalstar’s expense, in defending any such claim, suit or
action.


 


15.1 1.2.                  Indemnify and hold harmless QUALCOMM and its
directors, officers, employees and agents against any and all losses,
liabilities, damages, settlement amounts, costs and expenses awarded as a
result of an adverse decision with respect to any claim, suit or action, including
without limitation claims of negligence or strict product liability, in any
tribunal or any settlement thereof in which it is alleged, caused or claimed
that the injury, death, loss or damage was caused directly or indirectly from
the use of a Nonconforming Battery with the GSP-1700 handset or any failure of
Globalstar to warn 


 

















 


consumers
of the possible consequences of using a Nonconforming Battery in the GSP-1700
handset.


 


EFFECTIVENESS. Except as modified by this Amendment No. 6
as of the date set forth above, the Agreement shall remain in full force and
effect.  No modification, amendment or
other change may be made to this Amendment No. 6 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. 6 as of the
date set forth above.


 


	
  QUALCOMM
  Incorporated

  	
   

  	
  Globalstar, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Scott Becker

  	
   

  	
  By:

  	
  /s/
  William F. Adler

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Scott
  Becker

  	
   

  	
  Name:

  	
  William
  F. Adler

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Sr.
  VP QES

  	
   

  	
  Title:

  	
  VP
  Legal & Regulatory Affairs

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Globalstar
  Canada Satellite Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  William F. Adler

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  William
  F. Adler

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary