EXHIBIT 10.6


 


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. 5


To


QUALCOMM
Globalstar Satellite Products Supply Agreement


No. 04-QC/NOG-PRODSUP-001


 


This Amendment No. 5 (“Amendment”) is entered
into as of November 20, 2007 (“Amendment Effective Date”) by and between QUALCOMM Incorporated, a Delaware corporation (“Qualcomm”), Globalstar, Inc., a Delaware corporation (“Buyer”) and
Globalstar Canada Satellite Company, a Canadian company (“GCSC”), with respect
to the below stated facts.


 


This Amendment must be signed by November 20, 2007; otherwise, this Amendment offer is
no longer valid.


 


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. Amendment No.1 also extended the Term of the Agreement
through December 31, 2006.


 


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.  Amendment No. 2 also extended the Term
of the Agreement through December 31, 2009.


 


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
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 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 to
GCSC, 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


 


G.  By this Amendment, the parties wish to amend
the Agreement to further extend the Term, revise the Delivery Schedule for New
Products, revise New Product pricing, and associated payment terms, and other
terms as set forth below.


 


AGREEMENT


 


By this Amendment No. 5, the parties agree to
the following:


 


1.               Attachments.  The following Attachments to Amendment No. 2 of the Agreement are
hereby amended as follows:


 


a.               For
New Products delivered after December 1, 2007, Attachment No. 1 to
Amendment No. 2, Pricing and Quantities for
Purchase Order for New Products  is amended as set forth
in the revised Attachment No. 1,, attached hereto.


 


b.              For
New Products delivered after December 1, 2007, Attachment No. 1 (a) to
Amendment No. 2, Delivery Schedule For New
Products is amended as set forth in the revised Attachment No. 1(a),
attached hereto.


 


c.               For
New Products delivered after December 1, 2007, Attachment No. 2 to
Amendment No. 2, Payment Terms Applicable
to Purchase Order For New Products is amended as set forth in the
revised Attachment No. 2, attached hereto.


 


2.               Section 20.1,
Termination For Cause due to Breach by Buyer
is hereby fully replaced with the following:


 


“20.1. Termination
For Cause Due to Breach By Buyer.  Buyer’s cancellation, refusal
of delivery, failure to make timely payments of any portion of the Purchase
Order for New Products, including failure to make the partial payment and other
payment requirements set forth in Revised Attachment 2 to Amendment No. 2
attached hereto, or failure to timely pay costs associated with Component
Obsolescence — New Products as set forth in new Section 31 below, shall
constitute a material default under this Agreement.  In such event, Qualcomm shall deliver written
notice of its intent to terminate. If such material default is not cured within
thirty (30) calendar days after the date of notice, Qualcomm shall have the
right to (a) terminate this Agreement, (b) cancel any undelivered
portions of the Purchase Order For New Products, subject to termination fees
set forth in Section 20.2. and (c), in the event both parties have
executed an Amendment to the current Master Ordering Agreement No. 04-QC/NOG-MOA-001



 

















 


dated
April 13, 2004 which extends the term of the Hotline/Help Desk Support for
the Globalstar Program beyond April 14, 2008, QUALCOMM may immediately
terminate the Master Ordering Agreement, including all Task Orders for
Hotline/Help Desk Support, upon written notice to Buyer.


 


3. Section 30, Term Extension, is hereby modified as follows:


 


“30.        Term Extension.  The
Term of the Agreement is extended to September 30, 2010, unless earlier
terminated as provided for in the Agreement.”


 


4.
Section 31,  Component
Obsolescence — New Products is hereby added as follows:


 


“31.  Component Obsolescence — New Products.  Both parties agree that the delivery
changes made in the Revised Delivery Schedule for New Products attached to this
Amendment may result in end-of-life or obsolete component issues.  If Qualcomm is notified by vendor(s) that
any component of a New Product is end-of-life or obsolete, and as a result
Qualcomm is required to do a last-time-buy or re-engineer any part of the
affected New Product in order to meet a  delivery
that was revised as a result of the Revised Delivery Schedule, Buyer shall,
each time this may occur, be responsible for all costs associated with such
last-time-buy or re-engineering efforts that are in excess of [*] per New
Product.  Qualcomm shall, at its earliest
convenience, notify Buyer of such amount, and Buyer shall, within seven (7) calendar
days of notice, provide written notice to Qualcomm of acceptance or rejection
of such charges.  Upon receiving written
acceptance of the costs, Qualcomm will invoice Buyer to be paid by Buyer NET30
days of date of invoice. Buyer’s rejection of the costs or lack of timely
response shall constitute a material default under this Agreement, and in
addition to the termination rights set forth in the Agreement, shall be subject
to Section 20.


 


Qualcomm is not aware of end-of-life or obsolescence
issues with respect to New Products as of the Amendment Effective Date.”


 


EFFECTIVENESS. Except as modified by this Amendment No. 5
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 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. 5 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/
  Steven Bell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Steven
  Bell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP &
  GM

  	
   

  	
   

  



 

















 


Revised Attachment No. 1 to Amendment No. 2


To the QUALCOMM Globalstar Satellite Products Supply Agreement


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


Revised Pricing For New Products Delivered after December 1, 2007


 


Product Pricing for New Products
Delivered after December 1, 2007


 


	
  Product

  	
   

  	
  Unit Price (for New Products

  delivered after December 1, 2007)

  
	
  GSP-1700
  Phone

  	
   

  	
  [*]

  
	
  GIK
  -1700 Car Kit

  	
   

  	
  [*]

  
	
  GSP-1720
  SDVM

  	
   

  	
  [*]

  
	
  Wall
  Charger

  	
   

  	
  [*]

  
	
  Travel
  Charger

  	
   

  	
  [*]

  
	
  Cigarette
  Light Adapter

  	
   

  	
  [*]

  



 






*Pricing
for the GSP-1700 Phone is for delivery quantities of less than 5,000 units per
calendar month.  If Buyer orders and
takes delivery of more than 5,000 GSP-1700 Phones per month, the Unit Price for
such order will remain at [*] per unit.


 


**Pricing
for the GIK Car Kit is for delivery quantities of less than 1,714 units per
calendar month.  If Buyer orders and
takes delivery of more than 1,714 units per month, the Unit Price for such
order will remain at [*] per unit.


 


***
Pricing for the GSP-1720 SDVM is for delivery quantities of less than 667 units
per calendar month if Buyer orders and takes delivery of more than 667 units
per month, the Unit Price for such order will remain at [*].


 


Total
quantities for New Product remains as set forth in Attachment 1 to Amendment No. 2,
Pricing and Quantities For Purchase Order For New Product.


 

















 


Revised Attachment No. 1(a) to Amendment No. 2


To the QUALCOMM Globalstar Satellite Products Supply Agreement


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


Revised Delivery Schedule for New Products


 


(Attached)


 


[*]


 

















 


Revised Attachment No. 2 to Amendment No. 2


To the QUALCOMM Globalstar Satellite Products Supply Agreement


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


Revised Payment Terms Applicable to Purchase Order For New Products


 


Upon
execution of this Amendment No. 5, Buyer shall make a partial payment of
the total outstanding amount owed to Qualcomm under this Agreement and any
other agreement between the parties in the amount of $1,000,000. The remaining
amounts owed to Qualcomm, including any amounts owed under separate agreements,
shall be paid in full as required and in no event later than December 28th,
2007.


 


Subject
to payment requirements set forth above, for all New Product deliveries made
after December 1, 2007, [*] of Purchase Order For New Products  invoiced upon delivery of each unit; payment
by Buyer NET 30 days from date of QUALCOMM’s invoice.


 


The
balance of the total product price [*] for New Products delivered after December 1,
2007 shall be amortized over the final six (6) months of GSP-1700 phone
deliveries as a credit to the invoiced amounts.


 


For
New Product deliveries made on and subsequent to the October 29, 2009 delivery,
if (i) Buyer continues to take delivery of the Revised Delivery Schedule
amounts for all New Products as set forth in Attachment No. 1(A) to
Amendment No. 2 — Revised Delivery Schedule for New Products and (ii) Buyer
is current with all amounts due Qualcomm, the payment terms set forth in the
original Attachment 2 to Amendment No. 2 shall apply. Any remaining
pre-paid balance under this Agreement shall be amortized over the final six (6) months
of GSP-1700 Phone delivers as a credit to invoiced amounts.