Exhibit 10.11



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 NO. 4 TO CONTRACT NO. GINC-C-06-300


BY AND BETWEEN


GLOBALSTAR, INC. AND THALES ALENIA SPACE
FRANCE


 


This Amendment
No. 4 to the Contract signed on 30 November 2006 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, the
Parties have agreed to certain changes to the Contract which have been
introduced up to and including the implementation of (i) the activities
for “Early Delivery SC2 + 2BIS (Satellite AIT cycle optimization combined with
On-Board software validation cycle reduction)” as described in the ATP Ref
PJR1207-001 signed on 8th January, 2008 between the Parties; and (ii) the
activities linked to “Satellite Mass Simulator” as described in the ATP Ref
PJR0208-001 signed on 8th February, 2008 between the Parties; and (iii) the
activities linked to implementation of “Latch Valve OFF Command” as described
in the ATP Ref PJR0608-001 signed on 5th June, 2008 between the Parties; and


 


Whereas, the
Parties have signed a Memorandum of Understanding (“MOU”) on the purpose to
document their mutual agreements and intentions with respect to Contract
Payments and Escrow Account Deposit Requirement under Globalstar Second
Generation Contract Number GINC-C-06-0300 (“Contract”); and


 


Whereas, in
parallel to Amendment No. 4, the Parties will issue and sign Amendment No. 1
to the Escrow Agreement and Amendment No. 1 to the Pledge Agreement to
update them according to the modifications agreed in the present Amendment No. 4;
and


 


Whereas, the
Parties hereby agree to modify certain provisions of the Contract and its
Exhibits and Appendixes as a result of such changes and the MOU.


 


1

















 


THEREFORE,
THE PARTIES AGREE TO THE FOLLOWING:


 


The following
provisions of the Contract are replaced or amended as follows:


 


1.1          Article 1.  Definitions is augmented by the following:


 


“Required
Delivery Date” shall mean each date of PSR required for the different Batches
under this Contract as set forth in the Table in Article 18(B).


 


“Early
Delivery ED2” shall mean the scenario of Batch early delivery which may be
achieved under Phase 2 as set forth in Early Delivery ED2 Scope of Work ref
200331862W Issue 01.


 


“Early
Delivery Incentives” shall mean the amount of incentives to be paid by the Purchaser
to the Contractor in case some Schedule Saving is achieved by the Contractor in
the frame of Early Delivery ED2 Scope of Work implementation.


 


“Launch ED2
Objective Dates” shall mean target dates for Batch Launch as set forth in Early
Delivery ED2 Scope of Work ref 200331862W Issue 01.


 


“Launch ED2
Schedule Saving” shall mean the actual number of days of advanced launch for
each Batch calculated by taking into account the difference between Nominal
Schedule Launch Date and actual Launch Date for each Batch.


 


“Nominal
Schedule Launch Dates” shall mean dates of launch foreseen for the different
Batches under this Contract as set forth in the Table in Article 26(B).


 


“PSR ED2
Objective Dates” shall mean PSR target dates for the different Batches as set
forth in Early Delivery ED2 Scope of Work ref 200331862W Issue 01.


 


“PSR ED2
Schedule Saving” shall mean the actual number of days of advanced delivery for
the last satellite of each Batch calculated by taking into account the
difference between the Delivery Date and the actual date PSR ED2 is achieved
for the last satellite of each Batch.


 


1.2          Paragraphs A, B and C of
Article 2. Scope and Exhibits are replaced by the following:


 


(A)          Contractor shall provide
the necessary personnel, material, services and facilities to perform the Work
in accordance with the provisions of this Contract, including the Exhibits and
Appendices listed below, which are attached hereto or incorporated by reference
and made a part hereof, and to made delivery to Purchaser in accordance with
the Delivery Schedule as provided in Article 6.


 


	
  Exhibit A

  	
   

  	
  GBS2 Space
  Segment Globalstar Statement of Work

  Ref GS-06-1130 dated October 1, 2006 — Issue 01 amended by Early
  Delivery ED2 Scope of Work Ref 2003 318 62 W Issue 01; amended by Satellite
  Mass Simulator Change Proposal Ref 200329592G Revl and 

  



 


2

















 


	
   

  	
   

  	
  amended by
  Latch Valve OFF Command Change Proposal Ref TAS-08-DCI-37.

  
	
  Exhibit B

  	
   

  	
  Globalstar
  II LEO Satellite Performance Specification

  Ref 200221417A issue 5

  
	
  Exhibit C

  	
   

  	
  Satellite
  Program Test Plan

  Ref 200221933 issue 4

  
	
  Exhibit D

  	
   

  	
  Globalstar 2
  Product Assurance Plan

  Ref 2002170675 S, Version 03 dated November 24, 2006

  
	
  Exhibit E

  	
   

  	
  Globalstar
  Dynamic Satellite Simulator Requirements Specification

  Ref 3474-05-0023 Rev 1_V2, dated November 20, 2006

  
	
  Exhibit F

  	
   

  	
  Payment
  Plans

  
	
  Exhibit G

  	
   

  	
  Form of
  Escrow Agreement

  
	
  Exhibit H

  	
   

  	
  Bonus
  Payments Criteria (EBITDA and satisfactory operation)

  
	
  Exhibit I

  	
   

  	
  Globalstar
  Patent Portfolio

  
	
   

  	
   

  	
   

  
	
  Appendix 1

  	
   

  	
  Mutual Nondisclosure
  Agreement between Globalstar, Inc. and Alcatel Alenia Space France,
  dated November 2nd 2006

  
	
  Appendix 2

  	
   

  	
  Technical
  Assistance Agreement (DTC Case TA 3474-05) and subsequent amendments

  
	
  Appendix 3

  	
   

  	
  Technical
  Assistance Agreements for Launch Services (DTC Case TA 0645-07) and
  subsequent amendments

  



 


(B)           In case of any
inconsistencies among the articles of this Contract and any of the Exhibits,
the following order of precedence shall apply:


 


Appendix 2


Terms and Conditions of Contract


All other Appendices


 


	
  Exhibit F

  	
   

  	
  Payment Plans

  
	
  Exhibit A

  	
   

  	
  GBS2 Space Segment Globalstar Statement of
  Work

  Ref GS-06-1130 dated October 1, 2006 — Issue 01 amended by Early
  Delivery ED2 Scope of Work Ref 2003 318 62 W Issue 01; amended by Satellite
  Mass Simulator Change Proposal Ref 200329592G Revl and amended by Latch Valve
  OFF Command Change Proposal Ref TAS-08-DCI-37.

  
	
  Exhibit B

  	
   

  	
  Globalstar
  II LEO Satellite Performance Specification

  Ref 200221417A issue 5

  
	
  Exhibit C

  	
   

  	
  Satellite
  Program Test Plan

  Ref 200221933 issue 4

  
	
  Exhibit D

  	
   

  	
  Globalstar 2
  Product Assurance Plan

  Ref 2002170675 S, Version 03 dated November 24, 2006

  
	
  Exhibit E

  	
   

  	
  Globalstar
  Dynamic Satellite Simulator Requirements Specification

  Ref 3474-05-0023 Rev 1_V2, dated November 20, 2006

  
	
  Exhibit G

  	
   

  	
  Form of
  Escrow Agreement

  
	
  Exhibit H

  	
   

  	
  Bonus
  Payments Criteria (EBITDA and satisfactory operation)

  



 


3

















 


	
  Exhibit I

  	
   

  	
  Globalstar
  Patent Portfolio

  



 


(C)           The scope of this
Contract is the design, production, testing, and delivery of the equipment and
services, as summarized in this Article 2(C), and represents a firm
commitment by Contractor and a firm order by Purchaser for all equipment and
services.  The following constitute the
Deliverable Items:


 


(i)            Forty eight (48) low earth-orbiting
communications Spacecraft, one of which shall be a PFM.  The Spacecraft shall be manufactured to meet
all requirements of this Contract (including Exhibits A and B), tested in
accordance with Exhibit C, delivered and processed at the selected Launch
Site, or delivered to storage at Purchaser’s direction, in accordance with Article 29.


 


(ii)           Two (2) DSSs, as described in Exhibit E.


 


(iii)          Launch Support Services for the Spacecraft,
including launch vehicle integration, as generally described in section 3.4 of Exhibit A.


 


(iv)          Mission Operations Support Services
(including training of Purchaser’s personnel and in-orbit testing of the
Spacecraft), as described in section 3.5 of Exhibit A.


 


(v)           Anomaly Support as described in section
3.5.4 of Exhibit A.


 


(vi)          Documentation as described in section 4 of Exhibit A.


 


(vii)         Satellite OBPE Software for the Spacecraft as
described in section 3.1 of Exhibit A.


 


(viii)        On-board propellant for each Spacecraft.


 


(ix)           One (1) Satellite Mass Simulator as
described in Change Proposal Ref 200329592G Rev1


 


1.3          Article 4.  Total Price is entirely replaced by the
following:


 


(A)          Purchaser shall pay to
Contractor for the Work to be performed the Total Price as set forth in the
Table below in accordance with the payment plans as set forth in Exhibit F,
as such Total Price may be adjusted in accordance with the provisions of this
Contract.


 


The Total
Price shall be deemed to include all transportation and insurance charges for
delivery of each Deliverable Item as set forth in Article 6 and Exhibit A.


 


4

















 


	
  Item

  	
   

  	
  Description

  	
   

  	
  Price in Euro for

  Regular Delivery

  	
   

  
	
  1

  	
   

  	
  Spacecraft for Phase I and Phase II

  	
   

  	
  359,167,731

  	
  *

  
	
  2

  	
   

  	
  Spacecraft for Phase 3

  	
   

  	
  268,046,761

  	
   

  
	
  3

  	
   

  	
  Launch Support Services and MOSS

  	
   

  	
  40,185,471

  	
   

  
	
  4

  	
   

  	
  OBPE Software Access

  	
   

  	
  350,000

  	
   

  
	
   

  	
   

  	
  Total
  Price

  	
   

  	
  667,749,963

  	
   

  



 






(*) Pricing Details:


 


	
  Original Contract Amount

  	
  351,953,549

  	
   

  
	
  Power Increase

  	
  [*]

  	
   

  
	
  Early Delivery SC1 + 1BIS

  	
  [*]

  	
   

  
	
  Credit for Phase A Study under Services Agreement

  	
  [*]

  	
   

  
	
  Early Delivery SC2 + 2BIS

  	
  [*]

  	
   

  
	
  One (1) Satellite Mass Simulator

  	
  [*]

  	
   

  
	
  Latch Valve OFF Command

  	
  [*]

  	
   

  



 


(B)           In addition to the
Total Price that Purchaser shall pay in accordance with Article 4(A),
Purchaser shall also be responsible for paying all custom duties; VAT, import
taxes, sales taxes or charges, taxes, fees or duties of similar nature
whatsoever levied in the U.S.A. or any political division thereof of in the
country where the Launch Site is located or the services under this Contract are
performed (except for services rendered in France or Italy or by the
Subcontractors in their countries) or in the country where the Spacecraft is
place in storage as set forth in Article 29.  Such payments will be made by Purchaser in
compliance with the regulations in force at that time and will not be deducted
from any payment of price called for pursuant to Article 4(A) of this
Contract.  Purchaser shall reimburse
Contractor for any payment to be made by Purchaser pursuant to this Article 4(B) but
made by Contractor within thirty (30) Days of receipt by Purchaser of the
electronic invoice with all relevant documentation evidencing liability for and
payment of such tax, fees or duties.


 


(C)           All payments by
Purchaser pursuant to this Contract shall be made without deduction or offset
of any income taxes, withholding or similar taxes, if any, of any nature
whatsoever levied by Purchaser’s country, any political division thereof or any
other country where the Work is performed or by the country from which payment
is made, unless Purchaser shall be compelled to make such deduction by
government regulation, in which case Purchaser shall pay, within thirty (30)
Days of receipt by Purchaser of the relating electronic invoice, any additional
amount nec3essary in order that the net amount of payments received by the
Contractor shall be equal to the amount of payments agreed to be paid pursuant
to this Contract.


 


(D)          Contractor shall be
entirely responsible for all present and future taxes, levies and duties
whatsoever imposed under this Contract in (i) France and (ii) any of
the Subcontractors’ countries (including Italy), to the extent relating to the
performance of the Work, which taxes shall be paid by the Contractor or the
Subcontractors when they become due.


 


5

















 


1.4          Table 1 of Article 5.
Bonus Payments is replaced by the following:


 


	
  Table 1

  Minimum Number of

  Operating Satellites In

  a Given Year for

  Regular Delivery

  Schedule

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Regular

  Delivery

  	
   

  
	
  2011

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  46

  	
   

  
	
  2014

  	
   

  	
  46

  	
   

  
	
  2015

  	
   

  	
  46

  	
   

  
	
  2016

  	
   

  	
  45

  	
   

  
	
  2017

  	
   

  	
  45

  	
   

  
	
  2018

  	
   

  	
  44

  	
   

  
	
  2019

  	
   

  	
  44

  	
   

  
	
  2020

  	
   

  	
  43

  	
   

  
	
  2021

  	
   

  	
  43

  	
   

  
	
  2022

  	
   

  	
  42

  	
   

  
	
  2023

  	
   

  	
  42

  	
   

  
	
  2024

  	
   

  	
  41

  	
   

  
	
  2025

  	
   

  	
  40

  	
   

  
	
  2026

  	
   

  	
  12

  	
   

  
	
  2027

  	
   

  	
  4

  	
   

  



 


1.5          Article 6. Delivery
and Delivery Schedule is entirely replaced by the following wording:


 


(A)          The Delivery Schedule is
identified in the Table below. Delivery of a Spacecraft (other than Spacecraft
delivered for storage as directed by Purchaser in accordance with Article 29)
shall be deemed to have occurred at Pre-Shipment Review.  Delivery of a DSS shall be deemed to have
occurred upon completion of the Simulator Completion Review.  Delivery of Satellite Mass Simulator shall be
deemed to have occurred upon Mass Simulator Delivery Review Board.


 


1

















 


	
  Item

  	
   

  	
  Description

  	
   

  	
  Delivery Date or Date of

  Performance

  	
   

  	
  Delivery Place

  
	
  1

  	
   

  	
  Spacecraft

  	
   

  	
  Per Exhibit F

  	
   

  	
  Contractor’s facilities

  
	
  2

  	
   

  	
  Satellite Propellant

  	
   

  	
  Per Exhibit A

  	
   

  	
  Per Article 6(C)

  
	
  3

  	
   

  	
  DSS

  	
   

  	
  Per Exhibit A

  	
   

  	
  Milpilas, CA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  El Dorado Hills, CA

  
	
  4

  	
   

  	
  Satellite OBPE Software

  	
   

  	
  Per Exhibit A

  	
   

  	
  Milpilas, CA

  
	
  5

  	
   

  	
  Launch Support Services

  	
   

  	
  Per Exhibit A

  	
   

  	
  Launch Site

  
	
  6

  	
   

  	
  MCSS

  	
   

  	
  Per Exhibit A

  	
   

  	
  Milpilas, CA

  
	
  7

  	
   

  	
  Documentation

  	
   

  	
  Per Exhibit A

  	
   

  	
  Milpilas, CA

  
	
  8

  	
   

  	
  Satellite Mass Simulation(*)

  	
   

  	
  March 01, 2009

  	
   

  	
  France,

  Arianespace

  (Bordeaux)

  



 


(*)           At the end of the
tests, the Purchaser shall ship back to Contractor’s facility in Cannes the
satellite mass simulator with its container for destruction purposes.  The satellite mass simulator will therefore
be delivered on a temporary basis.  Cost
for the shipping back to Cannes shall be paid by the Contractor.


 


(B)           The delivery dates for
Spacecraft to be delivered under Phase 3 shall be made pursuant to the Regular
Delivery as set forth in Exhibit F and the payment plan shall be the one
corresponding to the Regular Delivery as set forth in Exhibit F.


 


(C)           Each Spacecraft which
is Available for Shipment shall be transported along with associated Ground
Support Equipment at Contractor’s risk and expense Delivered Duty Unpaid,
Incoterms 2000, to the airport nearest to the Launch Site selected for the
launch of the respective Spacecraft, unless Purchaser directs Contractor to
deliver the Spacecraft to storage in accordance with Article 29.


 


The propellant
shall be transported at Contractor’s risk and expense Delivered Duty Unpaid,
Incoterms 2000, to the harbour agreed with the Launch Service Provider.  The Launch Service Provider shall be
responsible at its own costs to transport (i) the Spacecraft from the airport
to the Launch Site, (ii) the propellant from the harbour to the Launch
Site, and (iii) the Satellites and the propellant within the Launch Site.


 


If the
Spacecraft requires repair after delivery to the Launch Site, all
transportation from the Launch Site to the repair facility and back shall be a
the expense of Contractor.  Contractor
shall be responsible at its risk and expense for removing or disposing all of
its Ground Support Equipment and remaining Satellite propellant, if any, used
on or brought to the Launch Site from the Launch Site after completion of
launches.


 


The DSSs, the
Satellite OBPE Software and the Satellite Mass Simulator shall be transported
at Contractor’s risk and expense Delivered Duty Unpaid, Incoterms 2000, to the
required destination as specified in the Table above.


 


(D)          The Contractor shall
promptly notify Purchaser in writing of any event which may delay or prevent
the performance by Contractor of any of its obligations under this Contract.


 


2

















 


1.6          Article 7.  Payment is entirely replaced by the following
wording:


 


(A)          Payment terms shall be
in accordance with this Article 7 and Exhibit F to this
Contract.  Purchaser shall pay all
invoices within thirty (30) Days after the date or receipt of an emailed
invoice confirmed electronically. 
Purchaser shall have the right to draw down of the Escrow Fund to make
payments if the Balance of the Escrow Fund is greater that the Deposit
Requirement for the then current Quarter.


 


(i)            Starting January 1,
2007 and until the Contract is paid in full, Contractor shall on the first Day
of each quarter provide Purchaser with one (1) original of the invoice for
the total amount of payments due during that quarter, including both calendar
payments and payments for Milestone Events, in accordance with Exhibit F.  So there is no misunderstanding, the Parties
agree that the invoice for and payment of the first payment (fourth quarter of
2006) shall be handled as set forth in Article 32.


 


Page 8


 


(ii)           Beginning with the
quarter that starts April 1, 2007, Contractor shall deliver to Purchaser,
along with each quarterly invoice, supporting documentation confirming
completion of the Milestone Events which were to have been achieved during the
quarter prior to the quarter in which the invoice is delivered.


 


(iii)          Notwithstanding
paragraph (i) and (ii) above, beginning with the period that starts July 1,
2008 and ending December 31st,
2009, Contractor shall invoice Purchaser monthly payments in accordance with Exhibit F.  Contractor shall provide supporting
documentation confirming completion of Milestone Events which were to have been
achieved during the previous quarter with first monthly invoice of the
following quarter.


 


(B)           Should Contractor fail
to achieve during a given quarter one or more Milestone Events for which
payment has already been made, then Contractor shall deduct the amount relating
to each such unachieved Milestone Event from the invoice Contractor delivers at
the beginning of the following quarter.


 


Except as set
forth in he preceding sentence, any delay in the achievement of a particular
Milestone Event will have no impact on the amount invoiced at the beginning of
the subsequent quarter.  Any amount
deducted in accordance with this Article 7(B) will be re-invoiced
with supporting documentation submitted with the invoice for the quarter
following completion of such Milestone Event, and Purchaser shall make payment
to Contractor in accordance with such invoice after such completion.


 


(i)            If
after five (5) Business Days from the date of receipt of an invoice,
Purchaser has not notified Contractor of a dispute of the invoice, starting the
reason for such dispute, then all Milestone Events scheduled to occur during
the preceding quarter shall be deemed complete, and payment shall be due and
payable within thirty (30) Days of receipt of the emailed invoice.  For purposes of Exhibit F, a Milestone
Event shall be deemed to have been completed by Contractor when all
requirements 


 


3

















 


associated
with the particular Milestone Event shall have been completed in accordance
with the provisions of the Contract.


 


(ii)           If
Purchaser disputes only part of a Milestone Event, then Purchaser shall pay to
the Contractor the amount corresponding to the undisputed portion of such
Milestone Event.


 


The Parties
agree to negotiate in good faith the settlement of the disputed portion and the
agreed upon amount shall be paid by Purchaser after such settlement.  No dispute with respect to the payment of any
amount under this Contract shall relieve the disputing Party of its obligation
to pay all other amounts due and owing under this Contract.  The Parties agree that in no event shall
there be a dispute about a calendar payment, and that a dispute over a
Milestone Event payment shall not relieve Purchaser of its obligation to make
subsequent payments.


 


(C)           The Parties agree that
a portion of the total Price as set forth in Article 4 amount to one
hundred forty six million eight hundred thirty one thousand five hundred thirty
Euros (146,831,530 Euros) shall be invoiced in Euros and paid by Purchaser to
Contractor in US Dollars based on the fixed EUR/USD exchange rate of 1 Euro =
US Dollar 1.2940.  This amount will not
be subject to increase or decrease due to changes in exchange rates between he
Euro and the US Dollar.  The payment
schedule for this amount payable in US Dollars is as set forth in Exhibit F.  All other payments set forth in the Contract
will be invoiced by and paid to Contractor in Euros.


 


(D)          Contractor may, from
time to time, submit an invoice requesting partial payment for a partially
completed Milestone Event.  If Purchaser,
in Purchaser’s reasonable judgment, determines such partial payment to be
appropriate under the circumstances, then Purchaser shall make such partial
payment, and the remainder of the Milestone Event payment shall be paid at such
time as the Milestone Event is completed.


 


(E)           In the event that
Contractor achieves any Milestone Event in advance of the scheduled achievement
date provided for in Exhibit F and provided that the cumulative amount of
payments shall not exceed the schedule set forth in Exhibit F, then
subject to Purchaser’s agreement, the contractor shall be entitled to invoice
the Purchaser for such achieved Milestone Event.  Purchaser shall pay for any such Milestone
Event, subject to having received the required supporting documentation.


 


In the case
where the Contractor would achieve Schedule Saving in the frame of the
implementation of Early Delivery ED2 scenario, the Contractor shall be entitled
to invoice the Purchaser for Early Delivery Incentives.  In this specific case, payments may exceed
the cumulative amount of payments set forth in Exhibit F.


 


(F)           Unless otherwise agreed
in writing by the Party entitled to payment, all transfers of funds in
accordance with this Contract from one Party to the other Party shall be sent
to the receiving Party by wire transfer of immediately available funds to the
following bank accounts:


 


4

















 


Thales
Alenia Space France


 


For payments
in Euros:


Thales Alenia
Space France


Société
Générale Toulouse


Address: Innopole Voie 8 — BP 500 — 31316
Labège Cedex, France


Swift Code: [*]


Account no. [*]


 


For payments in US Dollars:


Thales Alenia Space France


ABN AMRO BANK


New York Branch


Address: 
55 East 52 Street, New York, New York 10055, U.S.A.


Swift Code: [*]


Routing Number: [*]


Account no. [*]


 


Globalstar, Inc.


 


For payments in US Dollars:


Union Bank of California


Address: 350 California Street, 10th Floor, San Francisco, CA 94104, U.S.A.


Routing Number: [*]


Account n°
[*]


 


or such other
account as the relevant Party may specify from time to time in writing.


 


Any payment
due by Purchaser shall be deemed to have been made when the Contractor’s bank
account has been credited of the amount of such payment.


 


If any payment
would otherwise be due under this Contract on any day that is not a Business
Day, such payment shall be due on the succeeding Business Day.


 


(G)           Payments required to be
made by either Party to this Contract and not received within the due date plus
ten (10) Days shall bear interest at the Interest Rate for each Day from
the tenth (10th) Day
following the due date until the date of actual payment.  Such interest due pursuant to this Article 7(G) will
be included in the next quarterly invoice. 
In the event the Contractor elects to draw from the Escrow Account as
set forth in Article 22(B), then the provisions of this Article 7(G) shall
not apply.


 


(H)          The Contractor shall
send one (1) copy of each invoice to Purchaser by email to [*] with
confirming email to [*].


 


The Contractor
may request status of payment by calling [*] in Accounts Payable at [*].


 


The address reference to be put on the
invoice is:


 


5














 


Globalstar, Inc.


461 South Milpitas Boulevard


Milpitas, California 95035, U.S.A.


 


The Contractor
may send one (1) hard copy of each invoice to Purchaser at address
referenced above to the attention of [*].


 


(I)            All payments due and payable under
the Contract shall be secured by an Escrow Account which Purchaser shall cause
to be funded directly or by NEWCO in accordance with the Escrow Agreement.  Except if otherwise agreed between the
Parties, the amount in the Escrow Account shall at any time be equal to the
aggregate amount of payments due for the two (2) following quarters as
identified in Exhibit F.  The
funding of such Escrow Account shall be of an initial amount of forty million
(40,000,000) Euros.


 


In the event
that NEWCO is a party to the Escrow Agreemetn, Purchaser shall be obligated to
cause NEWCO duly to perform all of its obligations under the Escrow
Agreement.  To the extent (if any) NEWCO
does not have sufficient funds duly to perform its obligations under the Escrow
Agreement, Purchaser shall be obligated to: lend such funds to NEWCO as a
contribution to its capital.


 


The Parties
may mutually agree to replace the Escrow Agreement with some other form of
security.  In addition, upon request by
Purchaser and provided Purchaser has made consistent timely payments as
required, Contractor may determine if continued Escrow Agreement or security
may be revisited.


 


1.7                               Article 9.  Title and Risk of Loss Paragraph (A) and
(B) are replaced by the following wording:


 


(A)          Subject to the provisions of this Contract:


 


(i)            title to and risk of loss for a
Spacecraft and propellant on board such Spacecraft shall pass from Contractor
to Purchaser upon Intentional Ignition, except as provided in Articles 9(C) and
9(E).


 


(ii)           risk of loss for DSSs shall pass from
Contractor to Purcahser upon Delivery to the place set forth in Article 6.  Title to DSS shall pass from Contractor to
Purchaser upon Final Acceptance thereof.


 


(iii)          risk of loss and title to for the
Satellite OBPE Software shall pass from Contractor to Purchaser upon Delivery
to the place set forth in Article 6.


 


(iv)          risk of loss and title to for the
Satellite Mass Simulator shall pass from Contractor to Purchaser upon Delivery
to the place set forth in Article 6.


 


Any loss or
damage to such items prior to Purchaser’s assumption of risk of loss shall be
at Contractor’s risk, unless such loss or damage is caused by the negligent
acts or omissions or willful misconduct of Purchaser.


 


6

















 


(B)           Title to Spacecraft, propellant on
board the Spacecraft, Satellite OBEP Software, DSSs and Satellite Mass
Simulator shall pass to Purchaser free and clear of any claims, liens,
encumbrances and security interests of any nature.  Contractor shall not grant to third parties any
lien, encumbrance or security interest of any nature on Spacecraft, propellant
on board the Spacecraft, Satellite OBPE Software, DSSs and Satellite Mass
Simulator.


 


1.8                               Table
(B) of Article 18.  Liquidated
Damages for Late Delivery is replaced by the following:


 


	
  Satellites completed PSR

  	
   

  	
  Date of PSR

  (Regular)

  
	
  TOTAL: 7 Satellites

  (FM 2, 3, 4, 5, 6, 7, 8)

  	
   

  	
  Oct 26, 2009

  
	
   

  	
   

  	
   

  
	
  TOTAL: 13 Satellites
  

  (FM 9, 10, 11, 12, 13, 14)

  	
   

  	
  Dec 11, 2009

  
	
   

  	
   

  	
   

  
	
  TOTAL: 19 Satellites
  

  (FM 15, 16, 17, 18, 19, 20)

  	
   

  	
  Jan 22, 2010

  
	
   

  	
   

  	
   

  
	
  TOTAL: 24 Satellites
  

  (FM 21, 22, 23, 24, 25)

  	
   

  	
  Feb 26, 2010

  
	
   

  	
   

  	
   

  
	
  TOTAL: 31 Satellites
  

  (FM 26, 27, 28, 29, 30, 31, 32)

  	
   

  	
  May 25, 2012

  
	
   

  	
   

  	
   

  
	
  TOTAL: 37 Satellites
  

  (FM 33, 34, 35, 36, 37, 38)

  	
   

  	
  Nov 21, 2012

  
	
   

  	
   

  	
   

  
	
  TOTAL: 43 Satellites
  

  (FM 39, 40, 41, 42, 43, 44)

  	
   

  	
  May 20, 2013

  
	
   

  	
   

  	
   

  
	
  TOTAL: 48 Satellites
  

  (FM 45, 46, 47, 48, PFM1)

  	
   

  	
  Sept. 17, 2013

  



 


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


 


For the
avoidance of doubt, the PSR ED2 Objective dates as per Early Delivery ED2 Scope
of Work shall not be taken into account for the calculation of Liquidated
Damages for Late Delivery as per Article 18.


 


1.9                               Article 26
“Early Delivery Incentives Payment” is added with following wording:


 


In the frame
of Early Delivery ED2 Scope of Work implementation Purchaser and Contractor
agree that, in case schedule saving is totally or partially achieved, Early
Delivery Incentives shall be paid by Purchaser to Contractor according to the
following process:


 


For each
Batch, the Contractor shall be entitled to earn [*] of the Early Delivery
Incentives based on PSR ED2 Schedule Saving and [*] of the Early Delivery
Incentives based on Launch ED2 Schedule Saving.


 


7

















 


The amount of
Early Delivery Incentives payable to the Contractor shall be calculated on a
Prorata Temporis basis taking into account the actual number of Days of PSR ED2
Schedule Saving and Launch ED2 Schedule Saving divided by the PSR Schedule Saving
Days for [*] Incentives as identified in the Table below for each Batch.


 


This Early
Delivery Incentives amount shall be paid within 30 Days after reception of the
Purchaser of the corresponding invoice from the Contractor.


 


The amount of
PSR ED2 Early Delivery Incentives to be paid by the Purchaser shall not exceed
[*] per Batch.


 


The amount of
Launch ED2 Early Delivery Incentives to be paid by the Purchaser shall not
exceed [*] per Batch.


 


(A) Table PSR ED2 Early Delivery
Incentives


 


	
   

  	
   

  	
  Required

  Delivery Dates

  For Regular

  Schedule as per

  Article 18(B)

  	
   

  	
  PSR ED2

  Objective

  Dates

  	
   

  	
  PSR

  Schedule

  Saving Days

  For 100%

  Incentives

  	
   

  	
  Max

  Incentives

  Amount

  (in Euro)

  	
   

  
	
  Batch 1 FM2
  to FM7*

  	
   

  	
  Oct 13, 2009

  	
   

  	
  Sept 03, 2009

  	
   

  	
  40

  	
   

  	
  [*]

  	
   

  
	
  Batch 2 FM8
  to FM13*

  	
   

  	
  Dec 04, 2009

  	
   

  	
  Oct 13, 2009

  	
   

  	
  52

  	
   

  	
  [*]

  	
   

  
	
  Batch 3 FM14
  to FM19*

  	
   

  	
  Jan 15, 2010

  	
   

  	
  Nov 24, 2009

  	
   

  	
  52

  	
   

  	
  [*]

  	
   

  
	
  Batch 4 FM20
  to FM25*

  	
   

  	
  Feb 26, 2010

  	
   

  	
  Jan 15, 2010

  	
   

  	
  42

  	
   

  	
  [*]

  	
   

  



 






(*) 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 FM2
  to FM7*

  	
   

  	
  Dec 22, 2009

  	
   

  	
  Nov 12, 2009

  	
   

  	
  40

  	
   

  	
  [*]

  	
   

  
	
  Batch 2 FM8
  to FM13*

  	
   

  	
  Feb 04, 2010

  	
   

  	
  Dec 14, 2009

  	
   

  	
  52

  	
   

  	
  [*]

  	
   

  
	
  Batch 3 FM14
  to FM19*

  	
   

  	
  March 15, 2010

  	
   

  	
  Jan 29, 2010

  	
   

  	
  45

  	
   

  	
  [*]

  	
   

  
	
  Batch 4 FM20
  to FM25*

  	
   

  	
  April 26, 2010

  	
   

  	
  March 17, 2010

  	
   

  	
  40

  	
   

  	
  [*]

  	
   

  



 






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


 


1.10        Article 34.  General Provisions is augmented as follows:


 


(G)           Purchaser
agrees to give to Contractor access to its financial information and to provide
to Contractor an update, via teleconference call as frequently as requested by 


 


8

















 


Contractor, of
measures implemented or anticipated to secure full financing of the
constellation.


 


1.11                        Exhibit F
is replaced by the new Exhibit F as attached to this Amendment No. 4.


 


1.12        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 No. 4.


 


1.13        All
capitalized terms not otherwise defined in this Amendment No. 4 shall have
the meanings for such terms as set forth in the Contract.


 


Execution


 


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


 


	
  Globalstar, Inc.

  	
   

  	
  Thales Alenia Space France

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Anthony J. Navarra

  	
   

  	
  By: 

  	
  /s/ Olivier Badard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   Anthony J. Navarra

  	
   

  	
  Name: 

  	
  Olivier Badard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President, Global Operations

  	
   

  	
  Title: 

  	
  SVP Sales & Marketing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  17 July 2008

  	
   

  	
  Date: 

  	
  16 July 2008

  



 


9

















 


EXHIBIT F


 


[*]


 


10