Exhibit 10.1


 


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. 7


 


TO


 


CONTRACT NUMBER GINC-C-08-0390


 


BETWEEN


 


GLOBALSTAR CANADA SATELLITE CO.


 


AND


 


HUGHES NETWORK SYSTEMS, LLC


 


FOR


 


RADIO ACCESS NETWORK (RAN)


AND USER TERMINAL SUBSYSTEM


 


 


 


HUGHES AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY




 






    	 



    	 	



    
 


This Amendment No. 7 (“Amendment”) is entered into
effective as of February 1, 2012 (“Effective Date”), by and between Hughes Network Systems, LLC, a limited liability
company organized under the laws of Delaware (hereinafter referred to as the “Contractor”) with its principal place
of business at 11717 Exploration Lane Germantown, Maryland 20876 USA, and Globalstar Canada Satellite Co., a company incorporated
under the laws of Canada with its principal place of business at 115 Matheson Boulevard West, Suite 100, Mississauga, Ontario,
L5R 3L1, Canada (hereinafter referred to as “Globalstar” or “Customer”). As used herein, Contractor and
Globalstar may be referred to individually as a “Party” and collectively as the “Parties”.


 


WHEREAS, Contractor and Globalstar, Inc. entered into Contract
No. GINC-C-08-0390 for the delivery of the Radio Access Network (“RAN”) and the User Terminal Subsystem (“UTS”)
(“Contract”) effective May 1, 2008;


 


WHEREAS, Contractor and Globalstar, Inc. entered into a Letter
Agreement, dated September 22, 2008, for the deferral of payment of certain Payment Milestones (“Deferred Payments”)
under the Contract, subject to interest;


 


WHEREAS, Contractor and Globalstar, Inc. entered into Amendment
No. 1, dated June 16, 2009, for the payment of the Deferred Payments with interest, the PDR Payment Milestone and advance payments;


 


WHEREAS, Contractor and Globalstar, Inc. entered into Amendment
No. 2, dated August 28, 2009, to extend the schedule of the RAN and UTS program and to revise certain payment milestones and program
milestones to reflect the revised program timeline;


 


WHEREAS, Contractor and Globalstar, Inc. entered into Amendment
No. 3, dated September 21, 2009, to incorporate the revised the program management schedule;


 


WHEREAS, Contractor and Globalstar, Inc. entered into Amendment
No. 4, dated March 24, 2010, to implement certain Contract Change Notices;


 


WHEREAS, Contractor and Globalstar, Inc. entered into a Letter
Agreement, dated March 21, 2011, for the deferral of payment of certain amounts due under the Contract, subject to interest, as
further amended on October 14, 2011 and on December 30, 2011 (“Current Deferral Letter”);


 


WHEREAS, Contractor, Globalstar and Globalstar, Inc. entered
into Amendment No. 5, dated April 5, 2011, to substitute Globalstar for Globalstar, Inc. under the Contract and with certain exceptions,
for all of Globalstar, Inc.’s rights and obligations under the Contract to be assigned to and assumed by Globalstar;


 


WHEREAS, Contractor and Globalstar entered into Amendment No.
6, dated November 4, 2011, to extend the schedule of the RAN and UTS program and revise the remaining payment milestones and program
milestones to reflect the revised program timeline;


 


WHEREAS, the Parties wish to further extend the schedule of
the RAN and UTS program and revise the remaining payment milestones and program milestones to reflect the revised program timeline.


 


NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and intending to be legally bound hereby, the Parties agree to amend the Contract as follows:


 




 






    	2
HUGHES AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY



    	 



    
 


 


1.     Exhibit C, Pricing Schedule and Payment Plan (Revision
E), dated November 4, 2011, shall be deleted and replaced in its entirety by a new Exhibit C, Pricing Schedule and Payment Plan
(Revision F), dated February 1, 2012.


 


2.     Exhibit A, Statement of Work (Revision C), dated March
24, 2010 shall be deleted and replaced in its entirety by a new Exhibit A, Statement of Work (Revision D), dated February 1, 2012.


 


3.     Exhibit B1, System Technical Specifications (Revision
B), dated March 24, 2010, shall be deleted and replaced in its entirety by a new Exhibit B1, System Technical Specifications (Revision
C), dated February 1, 2012.


 


4.     Exhibit B2, RAN Technical Specifications (Revision B),
dated March 24, 2010, shall be deleted and replaced in its entirety by a new Exhibit B2, RAN Technical Specifications (Revision
C), dated February 1, 2012.


 


5.     Exhibit B3, UTS Technical Specifications (Revision B),
dated March 24, 2010, shall be deleted and replaced in its entirety by a new Exhibit B3, UTS Technical Specifications (Revision
C), dated February 1, 2012.


 


6.     This Amendment shall be governed by and interpreted according
to the laws of the state of New York.


 


7.     This Amendment may be signed in counterparts and each
original counterpart shall be deemed binding on each Party collectively and individually.


 


8.     Except as amended herein, all terms and conditions of
the Contract shall remain in full force and effect.


 


 


IN WITNESS WHEREOF, the Parties hereto have signed this
Amendment in duplicate.


 


	GLOBALSTAR CANADA SATELLITE CO. 	 	HUGHES NETWORK SYSTEMS, LLC 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Stephen Drew	 	By:	/s/ Sean Fleming	 
	Name:	 Stephen Drew	 	Name:	 Sean Fleming 	 
	Title:	Controller	 	Title:	Senior Counsel	 
	Date:	April 16, 2012	 	Date:	April 16, 2012	 


 


 



  






    	3
HUGHES AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY



    	 



    
 


 


RADIO ACCESS NETWORK (RAN)


AND USER TERMINAL SUBSYSTEM (UTS)


 


 


EXHIBIT C: PRICING SCHEDULE AND PAYMENT
PLAN


 


Revision F


 


 


February 1, 2012


 


[*]


 


 






    	 



    	 	



    
 


1.0 PRICE SCHEDULE


 


1.1 BASELINE RAN AND UTS


 


	BASELINE
	Line Item	Supplies/Services	Price (USD)
	
         

        [*]






	
         

        [*]
	
         

        [*]

	 	TOTAL CONTRACT PRICE	$103,516,920
	 	 	 


 


[*]


 


 






    	 



    	 	



    
 


2.0 PAYMENT MILESTONES AND PLANS


 


2.1 PAYMENT MILESTONES AND PLAN FOR RAN & UTC


 


The Payment Milestones and Plan is provided below.


 


	Number	Project 

Milestone	Invoice Date	Source of

 Advance 

Payment	Regular 

Payment	Total
	
         

        [*]







	 	 	 	TOTAL	 	$103,739,688.62


 


 


[*]


 


 






    	 



    	 	



    
 


 


RADIO ACCESS NETWORK (RAN)


AND USER TERMINAL SUBSYSTEM (UTS)


 


 


EXHIBIT A: STATEMENT OF WORK


 


Revision D


 


 


February 1, 2012


 


[*]


 


 






    	 



    	 	



    
 


 


RADIO ACCESS NETWORK (RAN)


AND USER TERMINAL SUBSYSTEM (UTS)


 


 


EXHIBIT B1: SYSTEM TECHNICAL SPECIFICATIONS


 


Revision C


 


 


February 1, 2012


 


[*]


 


 






    	 



    	 	



    
 


 


RADIO ACCESS NETWORK (RAN)


AND USER TERMINAL SUBSYSTEM (UTS)


 


 


EXHIBIT B2: RAN TECHNICAL SPECIFICATIONS


 


Revision C


 


 


February 1, 2012


 


[*]


 


 






    	 



    	 	



    
 


 


RADIO ACCESS NETWORK (RAN)


AND USER TERMINAL SUBSYSTEM (UTS)


 


 


EXHIBIT B3: UTS TECHNICAL SPECIFICATIONS


 


Revision C


 


 


February 1, 2012


 


[*]