EXHIBIT 10.22


 


FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“First Amendment”),
dated as of December 17, 2008, by and among GLOBALSTAR,
INC., a Delaware corporation (the “Borrower”), the lenders
who are or may become a party to this Agreement (collectively, the “Lenders”),
and THERMO FUNDING COMPANY LLC, as Administrative
Agent.


 


STATEMENT OF PURPOSE


 


Pursuant to
the Second Amended and Restated Credit Agreement dated as of December 17,
2007 (as previously amended, restated, or modified, the “Credit Facility”)
by and among the Borrower, the Lenders party thereto (the “Lenders”),
and Thermo Funding Company LLC, and the Lenders agreed to extend certain Revolving
Credit Loans in the aggregate principal amount of not more than $150,000,000 to
the Borrower pursuant to the terms thereof.


 


The Borrower
has requested, and the Lenders have agreed, to extend certain additional credit
facilities to the Borrower on the terms and conditions of this First Amendment.


 


As of the date
hereof, the Lenders and the Administrative Agent under the Existing Facility
have agreed to increase the funds available to the Borrower under the Revolving
Credit Commitment from $50,000,000 to $100,000,000, thereby increasing the
aggregate principal amount available to Borrower under the Credit Facility, as
amended by this First Amendment, from $150,000,000 to $200,000,000.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, such parties hereby agree
as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1                Definitions.  Capitalized terms used in this First
Amendment without definition have the meanings given to such terms in the
Second Amended and Restated Credit Agreement.


 


Section 2                On page 21 of the Credit Facility,
the final sentence of the defined term “Revolving Credit Commitment” is amended
to read “The Revolving Credit Commitment of all Revolving Credit Lenders as of December 17,
2008 shall be $100,000,000.”


 

















 


Section 3                The following Section 2.2
is added to the Credit Facility:


 


Anything in
this Agreement to the contrary notwithstanding, advances to Borrower by Lender
in excess of $50,000,000.00 aggregate principal amount outstanding at any time as
a Revolving Credit Loan shall be subject to prior approval of the
Administrative Agent in its sole discretion. 
Exercise by the Administrative Agent of its discretion to approve
advances of aggregate principal amount in excess of $50,000,000 shall be
presumed conclusively if the Administrative Agent shall advance or cause to be
advanced to Borrower in a timely manner the entire amount of any Notice of
Borrowing received by the Administrative Agent at a time when the aggregate
principal amount advanced as Revolving Credit Loans exceeds $50,000,000.00.


 


Section 4                In order to evidence the
Revolving Credit Loans outstanding on the date of this First Amendment and such
additional Revolving Credit Loans as shall be made from time to time under the Credit
Facility as amended in accordance with this First Amendment, there shall be
substituted for the Revolving Credit Note issued pursuant to the Credit Facility
the Amended Revolving Credit Note attached hereto as Schedule 1.  Wherever, in the Credit Facility, the term
Revolving Credit Note is used, such term shall mean and refer to the Amended
Revolving Credit Note.


 


IN WITNESS
WHEREOF, the parties hereto have caused this First Amendment to be executed
under seal by their duly authorized officers, all as of the day and year first
written above.


 


 


	
   

  	
   

  	
  GLOBALSTAR,
  INC., as Borrower

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Fuad
  Ahmad

  
	
   

  	
   

  	
   

  	
  Fuad Ahmad

  
	
   

  	
   

  	
   

  	
  Senior Vice
  President and

     Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THERMO
  FUNDING COMPANY LLC, as

  
	
   

  	
   

  	
  Administrative
  Agent and Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James
  Monroe III

  
	
   

  	
   

  	
   

  	
  James Monroe
  III

  
	
   

  	
   

  	
   

  	
  Manager

  
						



 


2

















 


SCHEDULE 1 TO FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


AMENDED REVOLVING CREDIT NOTE


 


	
  $100,000,000.00

  	
   

  	
  December 17,
  2008

  



 


FOR VALUE RECEIVED, the undersigned, GLOBALSTAR, INC., a Delaware corporation
(the “Borrower”), promises to pay to the order of THERMO FUNDING COMPANY LLC (the “Revolving
Lender”), at the place and times provided in the Credit Agreement referred
to below, the principal sum of ONE HUNDRED MILLION AND 00/100 DOLLARS
($100,000,000.00) or, if less, the outstanding principal amount of all
Revolving Credit Loans made by the Revolving Lender from time to time pursuant
to that certain Second Amended and Restated Credit Agreement, dated as of December 17,
2008 (as amended, restated, supplemented, or otherwise modified from time to
time, the “Credit Agreement”) by and among the Borrower, as Borrower,
the Lenders who are or may become a party thereto, as Lenders, and Thermo
Funding Company LLC, as Administrative Agent. 
Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.


 


Advances of aggregate principal amount under this
Amended Revolving Credit Note are subject to Section 3 of a First
Amendment of even date to the Credit Agreement and to all other applicable
terms and conditions of the Credit Agreement. 
This Amended Revolving Credit Note is issued in substitution for a
certain Revolving Credit Note dated December 17, 2007 and does not
evidence a discharge or repayment of obligations under the Revolving Credit
Note.


 


The unpaid principal amount of this Amended Revolving
Credit Note from time to time outstanding is subject to mandatory repayment
from time to time as provided in the Credit Agreement and shall bear interest
as provided in Section 5.1 of the Credit Agreement.  All payments of principal and interest on
this Amended Revolving Credit Note shall be payable in lawful currency of the
United States of America in immediately available funds to the account
designated in the Credit Agreement.


 


This Amended Revolving Credit Note is entitled to the
benefits of, and evidences Obligations incurred under, the Credit Agreement, to
which reference is made for a description of the security for this Amended
Revolving Credit Note and for a statement of the terms and conditions on which
the Borrower is permitted and required to make prepayments and repayments of
principal of the Obligations evidenced by this Amended Revolving Credit Note
and on which such Obligations may be declared to be immediately due and
payable.


 


THIS AMENDED REVOLVING CREDIT NOTE SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


The Borrower hereby waives all requirements as to
diligence, presentment, demand of payment, protest and (except as required by
the Credit Agreement) notice of any kind with respect to this Amended Revolving
Credit Note.


 


IN WITNESS WHEREOF, the undersigned has executed this
Amended Revolving Credit Note as of the day and year first above written.


 


	
   

  	
  GLOBALSTAR, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name: Fuad Ahmad

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer