EXHIBIT 10.17


 


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.


 


AMENDMENTS NO. 1-3 TO SPECTRUM MANAGER LEASE
AGREEMENT


entered into as of February 13, 2008, June 11, 2008


and November 26, 2008, respectively


 


between Globalstar Licensee LLC, a Delaware limited liability company
and a wholly-owned subsidiary of Globalstar, Inc. with its principal place
of business located at 461 South Milpitas Blvd., Building 5, Milpitas, CA 95035
(“Lessor”) and Open Range Communications, Inc., a Delaware corporation
with its principal place of business located at 8100 E Maplewood Avenue,
Greenwood Village CO 80111  (“Lessee”)
(collectively the “Parties” or, individually, a “Party”).


 


WITNESSETH


 


WHEREAS, the Parties
entered into that certain Spectrum Manager Lease Agreement dated as of October 31,
2007 (as amended through the date hereof, “the Lease Agreement”); and


 


WHEREAS, at the
Lease Commencement Date (as such term is defined in the Lease Agreement), the
Lease Agreement will initially apply only to 6,000,000 Pops and [*] MHz of GSAT
Spectrum (as such terms are defined in the Lease Agreement); and


 


WHEREAS, the Parties
desire to amend the Lease Agreement as set forth herein; and


 


NOW THEREFORE, in
consideration of the mutual promises contained herein, the Parties hereby agree
as follows:


 


1.                                      The
second sentence of Section 1(a) is stricken in its entirety and a new
sentence is inserted in lieu thereof as follows:


 


“The Parties
acknowledge that the Initial Markets include 6,000,000 Pops and [*] MHz of GSAT
Spectrum (such spectrum being subject to increase as set forth herein) with “Pops”
being defined as the population of a “Place,” as used for the reporting of
decennial census data, including census designated places, consolidated cities
and incorporated places, based on 2000 Census Data and extrapolated to 2006
using county growth rate demographic


 

















 


information as
provided by Claritas and included in Exhibit C hereto.”


 


2.                                      The
lead-in to Section 8(a) of the Lease Agreement is stricken in its entirety
and a new lead-in to Section 8(a) is inserted in lieu thereof as
follows:


 


“8(a) Ongoing Lease Agreement Payments for Initial Markets
and Deferred Pop Markets. 
Beginning on the Lease Commencement Date (except as otherwise set forth
below) and continuing on the same day of each month thereafter until the
expiration or termination of the term of this Lease Agreement, Lessee will pay
to Lessor monthly lease payments as follows:”


 


3.                                      Section 8(a)(i) of
the Lease Agreement is stricken in its entirety and a new Section 8(a)(i) is
inserted in lieu thereof as follows:


 


“(i) Fixed
monthly payments (“Fixed Lease Payments”) and down payments (“Down Payments”)
as set forth on Exhibit D hereto. 
Notwithstanding anything to the contrary in the Lease Agreement or any
Exhibit, the Parties agree that the Fixed Lease Payments payable under this
Lease Agreement shall be as set forth in Exhibit D, as amended from time
to time, as appropriately adjusted for the amount of MHz and Pops leased.  All references to Exhibit D in this
Lease Agreement or any Exhibit shall mean Exhibit D, as amended from
time to time based upon the notes included thereon.  The Down Payment for the Initial Markets with
respect to the frequency band [*] MHz shall be payable on the Lease
Commencement Date.  The Fixed Lease
Payments for the Initial Markets with respect to the frequency band [*] MHz
shall begin on [*].  Beginning on the
earlier of [*] or the date of the L-Band Notice (as defined below), Lessee
shall pay, in addition to all other payments due under this Lease Agreement, an
amount per month that is sufficient to pay in full over a 24-month period the
total amount of Fixed Lease Payments that would have accrued from the Lease
Commencement Date through [*] (rounded to the nearest whole month) if the Fixed
Lease Payments for the Initial Markets with respect to the frequency band [*]
MHz had begun to be payable on the Lease Commencement Date rather than on
[*].  The Fixed Lease Payments for the
Deferred Pop Markets with respect to the frequency band [*] MHz shall begin,
and the Down Payment for such Deferred Pop Markets shall be payable, on the
earlier of (A) the date on which Lessee begins offering any ORC Services
in such market pursuant


 

















 


to Section 10(a) hereof
and (B) the first day of the [*] month following the Lease Commencement
Date (except as otherwise set forth in Section 10(a)(v) below).
Additionally Lessee shall have no obligation to make any Down Payment, Fixed
Lease Payment or Variable Lease Payment with respect to the frequency band [*]
MHz and no such payment shall begin to accrue unless prior to [*] Lessee
notifies Lessor in writing (the “L-Band Notice”) that it chooses to lease
spectrum usage rights with respect to such frequency band, in which case this
Lease Agreement shall apply to such frequency band beginning [*] and all such
payments shall begin on such date.  If
Lessee fails to provide such notice to Lessor prior to [*], Lessee’s right to
lease spectrum usage rights for the frequency band [*] MHz shall lapse and
Lessee shall have no further obligation with respect thereto. For the avoidance
of doubt, the parties agree that, notwithstanding anything to the contrary in
this Lease Agreement or any exhibit hereto: (X) the Down Payment payable
on the Lease Commencement Date for the Initial Markets shall be $[*], (Y) the
additional Down Payment for the Initial Markets payable with respect to the
frequency band [*] MHz on [*] if Lessor delivers the L-Band Notice by such time
shall be $[*], and (Z) the Down Payment for the Deferred Pop Markets,
subject to Section 10(a)(v), shall be $[*] if Lessee delivers the L-Band
Notice, otherwise the Down Payment for the Deferred Pop Markets shall be $[*].
If Lessee is not able to use a portion of the GSAT Spectrum for the provision
of WiMAX services due to a regulatory restriction imposed by the FCC, the Down
Payment and all Fixed Lease Payments shall be adjusted so that they apply
proportionately based on the portion (determined by number of MHz) of GSAT
Spectrum actually available for use by Lessee for the provision of WiMAX
services, as more specifically set forth on Exhibit D hereto.”


 


4.                                      Section 10(a)(v) of
the Lease Agreement is stricken in its entirety and a new Section 10(a)(v) is
inserted in lieu thereof as follows:


 


“(v) For
avoidance of doubt, the fact that a market has been identified by Lessee as a
Deferred Pop Market will not, by itself, cause Lessee to be liable for payment
for the Pops within such market under this Lease Agreement.  The payment obligations for such Deferred Pop
Market under Section 8 and Exhibit D hereof will begin on the earlier
of i) the beginning of the [*] month following the Lease Commencement Date and
ii) the date on which Lessee


 

















 


begins
offering any ORC Services in such market, provided that on or before [*] Lessee
may at its discretion notify Lessor  in
writing that it will not lease the spectrum usage rights for the Deferred Pop
Markets in which case Lessee’s right to lease such rights for the Deferred Pop
Markets will terminate and Lessee shall have no further obligation with respect
to the Deferred Pop Markets (including no obligation to make the Down Payment
with respect thereto).  If Lessee has not
notified Lessor that it will not lease the spectrum usage rights in the
Deferred Pop Markets and Lessee has not identified in writing to Lessor the
Deferred Pop Markets in accordance with this Section by the end of the [*]
month following the Lease Commencement Date, Lessee shall be liable for payment
for all [*] Deferred Pops under this Lease Agreement, whether or not it is
providing service in any Deferred Pop Markets at such time.  Once payment obligations begin for the
Deferred Pop Markets, all other terms of this Lease Agreement (except as
specifically otherwise noted herein) shall apply to the Deferred Pop Markets.”


 


5.                                      Section 14(d)(v) is
added as follows:


 


“(v) Any
other provision of this Agreement to the contrary notwithstanding (but still
subject to the provisions of Section 14(d)(vi), Lessee may terminate the
lease of GSAT Spectrum pursuant to this Lease Agreement for convenience, with
or without cause, upon written notice to Lessor and payment of a cash
termination fee to Lessor in the amount of (A) [*] of the net present
value, determined assuming a [*]% per annum discount rate, of the remaining
Fixed Lease Payments during the Initial Term as set forth in Exhibit D
hereto (which shall include, without limitation, Fixed Lease Payments for all
markets in which Lessee is providing service at that time, and all Deferred Pop
Markets for which Lessee has entered into a sublease of spectrum with a third
party whether or not service is then being provided, but not including any
other Deferred Pop Markets for which payment has not yet begun or to the extent
that Lessor continues to receive revenue from any of Lessee’s sublessees
following termination of the Lease pursuant to this section), plus (B) an
amount determined by multiplying the monthly Variable Lease Payment in effect
at such time by the number of ORC subscribers on the termination date
multiplied by the number 48, in which case Lessee will have no obligation to
make any further payments of any kind hereunder, except for any payments 


 

















 


that relate to
periods prior to the termination date. 
Following valid notice of termination, this Lease Agreement and all
rights and obligations of the Parties hereunder shall terminate, except the
obligation to make any payments that relate to periods prior to the termination
date, and the provisions hereof relating to termination, indemnification,
dispute resolution and confidentiality (which shall survive the termination of
this Lease Agreement).


 


6.                                      Section 14(d)(vi) is
added as follows:


 


“(vi) Any
other provision of this Agreement to the contrary notwithstanding, in the event
(A) the Board of Directors of Lessee votes to abandon Lessee’s plan to
deploy its system or to dissolve and wind down the business of Lessee and
Lessee commences to do the same (including returning capital to its preferred
investors) , or (B) if the RUS ceases to lend to Lessee, or if the RUS Loan
is terminated for any reason (including repayment of the Loan by ORC, but not
including a refinancing or other replacement of the RUS Loan that would permit
Lessee to continue to deploy its system) or (C) the Lessee becomes
reasonably insecure as to the ability of the Lessor to comply with, or secure
from the FCC an extension of time to comply with, any conditions or
requirements applicable to or affecting its authorization to provide or permit
Lessee to provide ATC services as contemplated in this Lease Agreement,
including but not limited to the conditions and requirements imposed by the FCC
in its Order and Authorization, FCC 08-254, released October 31, 2008 (the
“Globalstar WiMAX Order”) (File No. SAT-MOD-20080516-00106) as they may be
amended from time to time, then Lessee shall have the right, which must be
exercised by written notice to Lessor delivered prior to [*].  Following valid notice of termination, this
Lease Agreement and all rights and obligations of the Parties hereunder shall
terminate (including, but not limited to, the obligation to make any further
Down Payments, Fixed Lease Payments, or any cash termination fee), except the
obligation to make any payments that relate to periods prior to the termination
date, and the provisions hereof relating to termination, indemnification,
dispute resolution and confidentiality (which shall survive the termination of
this Lease Agreement).


 














 


7.                                      A
new Section 10(l) is added as follows:


 


“Lessor agrees
to reimburse Lessee for [*]% of Lessee’s net out-of-pocket cash expense for
Lessee’s offering replacement units to up to [*] customers who are using
first-generation WiMAX/SPOT customer premise equipment.”


 


8.                                      A
new Section 10(d)(iii) is added as follows:


 


The Parties
agree that the Exclusivity Period provided for in Section 10(d)(i) hereof
has expired.


 


9.                                      Section 10(b)(iii) is
stricken in its entirety and a new section 10(b)(iii) is inserted in lieu
thereof as follows:


 


“(iii) For
the period beginning on the Lease Commencement Date with respect to the
Deferred Pop Markets and on the date on which the Options become exercisable
with respect to the Option Markets, and ending on the earliest of (A) the
date on which the final Option is exercised, (B) the expiration of any
Option pursuant to subsection (i) above or another provision of this Lease
Agreement prior to it being exercised in full by Lessee and (C) [*] if the
Options do not become exercisable on or before that time (the “Pops ROFR Period”),
Lessee shall have the following right of first refusal to lease GSAT Spectrum
in geographic markets outside the [*] that include up to [*] Pops in the
aggregate (but only up to [*] in the aggregate before the Options become
exercisable) (the “Pops ROFR”).  The Pops
ROFR shall operate as follows and shall be subject to the following
limitations.  If Lessor receives a bona
fide offer to lease GSAT Spectrum for broadband services (an “Offer”) in any
geographic market or markets outside the [*], it shall notify Lessee of the
markets covered by the Offer that are outside the [*] (the “ROFR Markets”)
within 10 business days of receipt of such offer.  If Lessee wishes to exercise the Pops ROFR
with respect to the ROFR Markets, it must so notify Lessor in writing within 30
days of the date of Lessor’s delivery of notice of the Offer.  If Lessee does not notify Lessor within the
30-day period, Lessor may lease the GSAT Spectrum that was subject to the Offer
to a third party on terms no less favorable to Lessor than the terms of the
Offer.  If Lessee exercises the Pops ROFR
with respect to the ROFR Markets, each such ROFR Market immediately shall be
deemed to be either a Deferred Pop Market or an Option Market pursuant to this
Lease Agreement (as determined by Lessee at the time of exercise, but Lessee
shall only have the option to designate them as an Option Market if the


 

















 


Options have
become exercisable), but only if the Pops within the ROFR Market together with
all other geographic markets in which Lessee has Spectrum Usage Rights at such
time or which Lessee has previously identified to Lessor pursuant to Section 10(a)(ii) (collectively,
“Covered Markets”) are equal to or less than [*]; otherwise to the extent that
the Pops within the ROFR Market together with the Pops within all Covered
Markets at such time are greater than [*], the portion of the ROFR Market
exceeding [*] Pops shall be immediately deemed to be an Option Market pursuant
to this Lease Agreement.  Notwithstanding
the foregoing, however, payment obligations under this Lease Agreement shall
begin immediately for any Option Markets leased pursuant to the Pops ROFR, and
to the extent that a ROFR Market is deemed to be an Option Market, Lessee shall
deliver to Lessor, within 90 days of its exercise of the Pops ROFR, a down
payment of [*]% of the total lease payments applicable to such market (such
total lease payments to be calculated consistent with the NPV set forth in
subsection (ii) above).  The Pops ROFR
will expire on a pro rata Pop basis consistent with the selection of the
Deferred Pop Markets and the exercise of the Options, and will expire
completely at the end of the Pops ROFR Period.”


 


10.                               Section 10(b)(iv) is
stricken in its entirety and a new Section 10(b)(iv) is inserted in
lieu thereof as follows:


 


“(iv) Subject
to the following limitations, the Pops ROFR will apply to an Offer that
includes markets within the [*], but only so long as more than [*] of the Pops
covered by the Offer fall outside the [*]. 
If the Pops ROFR applies to an Offer, the Pops ROFR will apply only to
those markets covered by the Offer that fall outside the [*], except that the
Pops ROFR will apply to the nine markets designated with an asterisk on Exhibit E
hereto.  For example, if Lessor receives
an Offer to lease GSAT Spectrum both inside and outside a [*], and more than
[*]% of the Pops covered by the Offer fall outside the [*], the Pops ROFR will
apply only to the geographic markets outside the [*] that are the subject of
the Offer, and Lessee shall not have the right to nor shall it be obligated to
exercise the Pops ROFR with respect to the geographic markets within the [*],
except, in each case, to the extent the Offer applies to any of the nine
markets designated with an asterisk on Exhibit E hereto.  During the Pops ROFR Period, so long as
Lessee exercises the Deferred Pops and Options in compliance with Sections


 

















 


10(a) and
10(b) hereof, Lessor must reserve for Lessee, and may not lease to any
third party, GSAT Spectrum in markets outside the [*] that include at least [*]
Pops in the aggregate.


 


11.                               Section 14(d)(iii) is
stricken in its entirety and a new Section 14(d)(iii) is inserted in
lieu thereof as follows:


 


“(iii) if
Lessee’s technology fails to function for its intended purpose as such purpose
is reflected in Lessee’s business plan approved by the RUS or such technology
fails to comply in all material respects with the Communications Laws at the
conclusion of the Beta Test, if the cost to deploy Lessee’s System using the
Leased Spectrum materially exceeds the cost reflected in Lessee’s business plan
approved by the RUS, or if Lessee is not legally able to use at least [*] MHz
of Lessor’s S-band spectrum or the System cannot be operated for its  intended purpose due to third party
interference; provided that, in any of the foregoing cases, (A) Lessee has
used its best efforts to cause such technology to function for its intended
purpose and comply with Communications Laws, and Lessee has otherwise complied
with its obligations relating to the Beta Test set forth in Section 10(f),
and (B) Lessee notifies Lessor in writing of its termination of the Lease
Agreement on or before the earlier of (1) 90 days after the conclusion of
the Beta Test and (2) [*]; or”


 


12.                               A
new Section 14(d)(vii) is inserted as follows:


 


“(vii) if
Lessee’s technology to be deployed in connection with Lessor’s second
generation satellite and ground system fails to function for its intended
purpose as such purpose is reflected in Lessee’s business plan approved by the
RUS or such technology fails to comply in all material respects with the
Communications Laws, if the cost to deploy Lessee’s System using the Leased
Spectrum in connection with Lessor’s second generation satellite and ground
system materially exceeds the cost reflected in Lessee’s business plan approved
by the RUS, or if Lessee is not legally able to use at least [*] MHz of Lessor’s
S-band spectrum in connection with Lessor’s second generation satellite and
ground system or the System cannot be operated in connection with such system
for its  intended purpose due to third
party interference; provided that, in any of the foregoing cases, (A) Lessee
has used its best efforts to cause such technology to function for its intended
purpose and comply with Communications Laws,


 

















 


and (B) Lessee
notifies Lessor in writing of its termination of the Lease Agreement on or
before [*] following Lessor’s satisfaction of the conditions set forth in
Paragraphs 41(d), (e) and (g) of the Globalstar WiMAX Order.


 


13.                               Section 14(e) of
the Lease Agreement is stricken in its entirety and a new Section 14(e) is
inserted in lieu thereof as follows:


 


“(e)  Termination
By Either Party If Condiditons Are Not Met.  If the conditions to the lease commencement have
not been satisfied by December 1, 2008, then either party may elect to
terminate the lease of GSAT Spectrum pursuant to this lease agreement by
sending written notice to the other party within five (5) days after December 1,
2008 (the “Termination Notice”).  Such
termination will take effect sixty (60) days after the Termination Notice, if
the lease commencement date has not occurred by the end of such sixty (60) day
period.  The election to terminate under
this subsection (e) shall not be available to any party who is in breach
of any of its obligations under the lease agreement at such time.”


 


14.                               Section 8(a)(ii) is
stricken in its entirety and a new section 8(a)(ii) is inserted in lieu
thereof as follows:


 


“(ii) Variable
monthly payments (“Variable Lease Payments”) equal to $[*] per ORC subscriber
per month on the System.  An “ORC
subscriber” is defined as a unit of customer premises equipment (“CPE”), or a
group of units of CPE employed by the same user that share a single wireless
access card or specific customer identifier and no two of which may be used
simultaneously; provided that such unit or units shall be considered an ORC
subscriber for the purposes of this Agreement only if ORC Services or other
Lessee service offerings are provided to such unit or units using the Leased
Spectrum; and provided further that a single unit or a single group of units of
CPE that meet the foregoing requirements shall not be deemed to be more than
one ORC subscriber merely because Lessee is providing multiple service
offerings to such unit or group of units. 
Within five days following each month-end during the term of this Lease
Agreement, Lessee shall deliver to Lessor a written certification of the number
of ORC subscribers on the System during such month.  The Variable Lease Payments shall increase
[*]% on the first day of the [*] month following the Lease Commencement Date
(the “Escalation Date”), and the Variable Lease 


 

















 


Payments then
in effect shall increase [*]% on each anniversary of the Escalation Date thereafter,
all as set forth on Exhibit D. Notwithstanding anything to the contrary in
this agreement, Variable Lease Payments shall only be incurred with respect to
those ORC subscribers who are actually served by the GSAT Spectrum.


 


15.                               The
Parties further agree that the certain convertible secured promissory note by
Lessee in favor of Globalstar, Inc. dated June 11, 2008 shall be
amended such that the definition of “Maturity Date” in Section 9.1 thereto
hereby means “December 31, 2008.


 


16.                               Subject
to the approval of the RUS (which approval Lessee will use reasonable efforts
to obtain), the Parties and OEP Open Range Holdings, LLC (“OEP”) further agree
that, notwithstanding anything to the contrary set forth in the Preferred Stock
Purchase Agreement dated June 11, 2008 among Lessee, OEP, Globalstar, Inc.
and certain other parties named therein (the “Purchase Agreement”), or in any
exhibit or schedule thereto or in any Ancillary Agreement (as such term is
defined in the Purchase Agreement), Globalstar, Inc. shall only be
obligated to invest $3.2 million in Lessee at the Closing under the Purchase
Agreement, all of which may be in the form of the surrender and cancellation of
those certain notes made by Lessee in favor of Globalstar, Inc. dated October 31,
2007 and June 11, 2008, as described in Schedule A to the Purchase
Agreement, and Globalstar, Inc. shall not be obligated to invest any
additional cash in Lessor at the Closing, provided, however, that should
Globalstar, Inc. limit its contemplated investment as described herein,
the number of shares issued to it by Lessee shall be accordingly reduced. In
addition, the references to [*]% and [*]% in Sections 12(c) and 14(d) respectively
in the form of the Investor Rights Agreement to be entered into among OEP,
Lessor, Globalstar, Inc. and certain other parties (the “Investor Rights
Agreement”) shall be changed to [*]% and [*]%, respectively.  This Section 8 shall be considered an
amendment to the Purchase Agreement and the Investor Rights Agreement.


 


17.                               The
fifth sentence of Section 10(b)(i) is stricken in its entirety and
replaced with the following:


 


“Each Option shall become exercisable
beginning at such time as Lessee (a) has elected to lease full Spectrum
Usage Rights with respect to the frequency band [*] MHz as described in Section 8(a)(i),
and (b) has purchased Spectrum Usage Rights in all of the Deferred Pop
Markets pursuant to Section 10(a)(v) and has thereby relinquished its
right pursuant to Section 10(a)(v) to elect not to lease Spectrum
Usage Rights in the Deferred Pop Markets. 
If Lessee notifies Lessor pursuant to Section 10(a)(v) that it


 

















 


will not lease Spectrum Usage Rights in all
of the Deferred Pop Markets then any unexercised Options shall expire. Once
Lessee has exercized all three Options pursuant to this section Lessee shall
have the right to redesignate any Deferred Pop Markets which Lessee has
subleased to third party providers as Option Markets provided that the total
number of Pops in the Option Markets shall not exceed [*], and provided that
such redesignation shall not limit Lessee’s obligation to pay for Spectrum
Usage Rights for all of the Deferred Pop Markets.”


 


18.                               A
new Section 10(c)(vi) is added as follows:


 


“The Parties
agree that this Section 10(c) shall become effective beginning on the Lease Commencement Date and shall end on the earlier of (a) the
date on which Lessee notifies Lessor that it will not lease the
Spectrum Usage Rights in all of the Deferred Pop Markets pursuant to Section 10(a)(v) and (b) [*]
unless at such time Lessee has elected to lease
full Spectrum Usage Rights with respect to the frequency band [*] MHz as
described in Section 8(a)(i). In addition,
the Parties agree that this Section 10(c) shall only apply to
broadband service offerings (in the case of Section 10(c)(i)) and leases
or subleases of GSAT Spectrum for broadband services (in the case of Sections
10(c)(ii)-(iv)).”


 


19.                               A
new Section 10(m) is added as follows:


 


“Notwithstanding
anything to the contrary in this Lease Agreement, if Lessor’s ATC authority is
terminated or suspended by the FCC as a consequence of late delivery of
satellites, and Lessee is thereby forced to suspend service to its customers on
the System, then this Lease Agreement shall remain in force except that Lessee shall not be obligated to pay any
Fixed Lease Payments or Variable Lease Payments for the
suspension period, and during such suspension period
Lessor shall pay to Lessee an amount per month equal to the lesser of (a) the
amount of liquidated damages actually received in cash by Lessor from its
satellite manufacturer in such month as a result of such late delivery and (b) the
amount of actual service revenue lost by Lessee as a result of the suspension
of service in such month.  If Lessor’s
ATC authority is not reinstated within
[*] of such termination or suspension, then
either Party may terminate this Lease Agreement on written notice to the other
Party without further liability except 
for any payments that relate to periods prior to the termination date.


 

















 


Following valid notice of termination, this
Lease Agreement and all rights and obligations of the Parties
hereunder shall terminate (including, but not limited to, the obligation to
make any further Down Payments, Fixed Lease Payments, or any cash termination
fee), except the obligation to make any payments that relate to periods prior
to the termination date, and the provisions hereof relating to termination, indemnification, dispute resolution and confidentiality
(which shall survive the termination of this Lease Agreement).


 


20.                               A
new section 10(n) is added as follows:


 


“10(n) Development of Second Generation Subscriber Terminal
Lessor will use its best efforts to provide Lessee with technical assistance in
connection with the development of the subscriber terminal equipment required
to comply with the FCC rules applicable to Lessor’s ATC authority
including, but not limited to, the conditions imposed by the FCC in the
Globalstar WiMAX Order. Lessor shall  use
best efforts to provide  the following
upon the earlier of availability or when reasonably practicable:


 


(i)                                     technical
interface requirements for the second generation satellite chipsets as soon as
the technology is reasonably finalized.


 


(ii)                                  provide
engineering assistance to the Lessee as required to assist with the reference
design for the second generation CPE produced by Lessee.


 


(iii)                               provide
a minimum of fifty (50) sample two way satellite modem chipsets.


 


(iv)                              provide
Lessee with the software design requirements for the two way satellite modem.


 


(v)                                 file
for and receive permission to utilize the new satellite device with all
required governing authorities.


 


(vi)                              provide
a two-way satellite modem reference design.


 


21.                               Section 15(e)(ii) is
amended by inserting in the second line the words “and Deferred Pops” after the
word “Option” and before the word “without”.


 


22.                               Exhibit D
and Exhibit D-1 of the Lease Agreement are stricken in their  entirety and replaced by the attached Exhibit D
and attachments.


 

















 


IN WITNESS WHEREOF,
the Parties hereto have caused this Amendment 
to Spectrum Manager Lease Agreement to be executed on the day and year
first above written.


 


 


	
  LESSOR

  	
   

  
	
  GLOBALSTAR LICENSEE LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fuad Ahmad

  	
   

  
	
  Name:

  	
  Fuad Ahmad

  	
   

  
	
  Title:

  	
  Senior VP & Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LESSEE

  	
   

  
	
  OPEN RANGE COMMUNICATIONS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William S. Beans, Jr.

  	
   

  
	
  Name:

  	
  William S. Beans, Jr.

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED for purposes of
  Sections 14 & 15 only:

  
	
   

  	
   

  
	
   

  	
   

  
	
  OEP OPEN RANGE HOLDINGS, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Walsh

  	
   

  
	
  Name:

  	
  David Walsh

  	
   

  
	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GLOBALSTAR, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James Monroe III

  	
   

  
	
  Name:

  	
  James Monroe III

  	
   

  
	
  Title:

  	
  CEO

  	
   

  



 

















 


Exhibit D


[*]