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 2 

TO THE AGREEMENT FOR THE LAUNCHING INTO

LOW EARTH ORBIT

OF THE GLOBALSTAR SATELLITES

BY THE SOYUZ LAUNCH VEHICLE


 


This Amendment No 2 to the
Agreement for the launching of the GLOBALSTAR Satellites, (hereinafter
referred to as the “Agreement”) is entered into


 


BY AND
BETWEEN


 


GLOBALSTAR,
INC., a company organized and existing under the laws
of the State of Delaware, with head offices located at 461 South Milpitas Blvd,
Milpitas, CA 95035, U.S.A., (hereinafter referred to as “CUSTOMER”),


 


On
the one hand,


 


AND


 


ARIANESPACE
a company organized and existing under the laws of the Republic of France, with
head offices at Boulevard de l’Europe, 91006 Evry-Courcouronnes Cedex, France
(hereinafter referred to as “ARIANESPACE”).


 


On
the other hand,


 

















 


PREAMBLE


 


Whereas                                                               On
September 5, 2007 CUSTOMER and ARIANESPACE have entered into a Launch
Services Agreement (“the Agreement”), as amended on 9 July 2008 (“Amendment
#1), for the launch of the GLOBALSTAR Satellites.


 


Whereas                                                               On
June 25, 2009, upon the request of CUSTOMER, ARIANESPACE has accepted to
loan to Thermo Funding Company LLC (principal stockholder of CUSTOMER) a sum of
US$ 10,000,000 to help fund CUSTOMER debt service reserve account required
under the COFACE guaranteed financing.


 


Whereas                                                               Pursuant
to commercial discussions and negotiations between the Parties it has been
agreed that as soon as drawings are permitted under the COFACE-guaranteed
financing dated 5 June 2009 and entered among CUSTOMER as borrower, BNP
Paribas as Arranger, Security Agent and COFACE Agent and the Lenders named
therein, Globalstar has shall draw down under the Facility an amount sufficient
to prepay to Arianespace (i) the entire amount of the pre-Launch financing
granted by Arianespace   to Globalstar
under the Agreement together with interest thereon and   (ii) plus late payments and interests
corresponding to the unpaid installments due at L-9 months and L-6 months for
Launch #1  (respective due dates — December 23rd,
2008 and March 23rd, 2009) and
at L-9 months for Launch #2 (due date March 22nd,
2009).


 


Whereas                                                               The
Parties have therefore agreed, in light of the loan agreement referred to above
and entered into between Thermo Funding Company LLC and Arianespace, to amend
the terms of the Agreement and its Amendment #1 on the terms and conditions set
out herein.


 


NOW
THEREFORE, THE PARTIES HAVE AGREED UPON THE FOLLOWING MODIFICATION TO THE
AGREEMENT:


 


2

















 


Section 1
-


 


This
Amendment #2 cancels and replaces the terms of Amendment #1 and modifies the
terms of the Agreement as follows:


 


1.1                                 The first
paragraph of the recitals is cancelled and replaced as follows:


 


“WHEREAS         CUSTOMER has approached
ARIANESPACE with a request to launch TWENTY FOUR (24) Satellites through FOUR (4) Firm
Launches, with the option to launch an additional SIX (6) Satellites,
subject to the terms and conditions herein.”


 


1.2                                 The
definition of “Launch Option” included in Article 1 (“Definitions”) of the
Agreement is deleted and replaced as follows:


 


“Launch
Option means the right for CUSTOMER to order from ARIANESPACE an
Optional Launch in accordance with this Agreement for the launch of additional
GLOBALSTAR Satellites to be performed by ARIANESPACE.”


 


1.3                                 Article 2
of the Agreement is deleted and replaced as follows:


 


“ARTICLE — 2    SUBJECT OF THE AGREEMENT


 


The subject of this Agreement is the performance of FOUR (4) Firm
Launch Services, each launching six Satellites supplied by CUSTOMER from the
Launch Site for the purpose of accomplishing the Launch Mission in accordance
with the terms and conditions of this Agreement plus, subject to the conditions
stipulated herein, ONE (1) additional Launch Services for the Launch
Option exercised by CUSTOMER.”


 


1.4                                 Paragraph
4.1 of Article 4 (ARIANESPACE’S SERVICES) of the Agreement is deleted and
replaced as follows:


 


“4.1                         ARIANESPACE
shall, for the FOUR (4) Firm Launches and for the Optional Launch, if the
Launch Option has been exercised by CUSTOMER, perform the Services under this
Agreement including:


 


4.1.1                                   Launch
Services;


 


4.1.2                                   Associated
Services: subject to any further additional orders of CUSTOMER, one or more of
the services as set forth in Part 6 of Annex 1 to this Agreement.”


 


3

















 


1.5                                 Paragraph
4.3 (Launch Option) of Article 4 (ARIANESPACE’S SERVICES) of the Agreement
is deleted and replaced as follows:


 


“4.3 Launch Option


 


ARIANESPACE undertakes to maintain ONE (1) Launch
Option available to CUSTOMER and to be exercised by CUSTOMER in accordance with
the terms of Article 6 and subject to the conditions below.


 


ARIANESPACE shall be obligated for:


 


(i)                                                         ONE (1) Optional
Launch in addition to the FOUR (4) firm Launches if no Launch Failure or
Satellite Mission failure has occurred,


 


or


 


(ii)                                                      ONE (1) Optional
Launch in addition to the FOUR (4) firm Launches and ONE (1) Replacement
Launch in case of one Launch Failure or Satellite Mission failure.


 


For sake of clarity, ARIANESPACE shall not be obligated to
CUSTOMER for any Optional Launch in case of two or more Launch Failure(s) or
Satellite Mission failure(s).”


 


1.6                                 Paragraph
4.4 (Launch Site Selection) of Article 4 (ARIANESPACE’S SERVICES) of the
Agreement is deleted and replaced as follows (for clarity, this new Paragraph
4.4 cancels Section 1 (“Launch Site Selection for the Firm Launches and
Associated Remuneration”) of Amendment #1):


 


“4.4 Launch Site


 


The Launch Site for the FOUR (4) Firm Launches shall be the SOYUZ launch
complex at the Baikonur Space Center (BSC), in Baikonur, Kazakhstan.


 


ARIANESPACE shall inform CUSTOMER of the Launch Site selected for the
Optional Launch, if any, by written notice to be received no later than TWELVE
(12) months prior to the first day of the associated Launch Period as defined
in accordance with Article 6 herein.


 


It is hereby mutually understood by the Parties that none of the Firm or
Optional Launches provided under this Agreement shall be performed on the first
Soyuz to be launched from CSG.”


 


1.7                                 Paragraph
5.3 of Article 5 (“CUSTOMER COMMITMENTS”) of the Agreement is deleted and
replaced as follows:


 


4

















 


“5.3                           CUSTOMER
will have the possibility to exercise the Launch Option under sub-paragraph 4.3
of Article 4 of this Agreement, in addition to the TWENTY-FOUR (24)
CUSTOMER Satellites to be launched through the FOUR (4) Firm Launches
under this Agreement.


 


Notwithstanding the above ARIANESPACE releases CUSTOMER
from the above commitment in the following cases:


 


(i)                          ARIANESPACE
becomes bankrupt or insolvent or has a receiving order made against it, or
takes the benefit of any status or legislation related to bankruptcy or
insolvent debtors, or if an order is made or resolution passed for the
winding-up of ARIANESPACE,


 


(ii)                       If,
following a CUSTOMER request for a single Launch Period in accordance with
sub-paragraph 6.2.2, the first day of the nearest available Launch Period
proposed by ARIANESPACE is more than TWELVE (12) months later than the first
day of the Launch Period requested by CUSTOMER.”


 


1.8                                 Paragraph
6.1 (“Launch Term”) of Article 6 (“LAUNCH SCHEDULE”) of the Agreement is
cancelled and replaced as follows:


 


“6.1         Launch Term


 


The FOUR (4) Firm Launches
shall take place during the term from EDC + TWENTY-SEVEN (27) months up to March 31,
2011.


 


The Optional Launch shall be available to CUSTOMER during the term
extending from April 01, 2010 up to and including December 31, 2013.”


 


1.9                                Sub-paragraph
6.2.2 (“Optional Launches”) of Article 6 (“LAUNCH SCHEDULE”) of the
Agreement is cancelled and replaced as follows:


 


“6.2.2      Optional
Launch


 


The Launch Period for the Optional Launch, if any, shall be established
within the Launch Term defined in Sub-paragraph 6.1 of Article 6 of this
Agreement.


 


(i)                                     CUSTOMER
shall notify ARIANESPACE by written notice to be received no later than TWELVE
(12) months prior to the first day of the Launch Period desired by CUSTOMER for
the corresponding Optional Launch, being further agreed that such Launch Period
shall not be earlier than the provisional Launch Period defined in
sub-paragraph (ii) hereinafter.


 


Within ONE (1) month of
receipt of CUSTOMER’s notice, ARIANESPACE shall inform CUSTOMER whether a
Launch Opportunity exists within the desired Launch Period.


 


(ii)                                For the
purpose of Article 10 and Article 18, the provisional Launch Period
for the Optional Launch shall be defined at option exercise. The first day of
the provisional Launch Period shall not be earlier than EIGHTEEN (18) months
following option exercise.


 


5

















 


1.10                           Paragraph
8.1 of Article 8 (“REMUNERATION”) of the Agreement is cancelled and
replaced as follows


 


“A            For the
Firm Launch Services:


 


The Price for Launch Services for
the SOYUZ Firm Launches, each of SIX (6) Satellites is as follows:


 


·                  For each of
the three first Firm Launches:


 


FIFTY TWO MILLION FIVE HUNDRED
THOUSAND United States Dollars (US$ 52,500,000).


 


·                  For the
fourth Firm Launch:


 


FIFTY EIGHT MILLION FIVE HUNDRED
THOUSAND United States Dollars  (US$
58,500,000).


 


For the sake of clarity, it
is acknowledged by the Parties that, for the Firm Launches from the Baikonur
Launch Site, each Firm Launch and related Launch Services shall be increased by
[*]United States Dollars (USD [*]), subject to a contractual cap at [*]United
States Dollars (USD [*] ), and said USD [*]  is included in the above-identified Price of
USD [*]  for the fourth Firm Launch.


 


B 
For the Optional Launch Services:


 


(i) The firm fixed price of
the Optional Launch Services exercised by CUSTOMER for a Launch to take place
on or prior to 31 December 2010 is: 
[*]United States Dollars (US$ [*] ).


 


(ii) The price of the Optional
Launch Services exercised by CUSTOMER for a Launch to take place on or after 1 January 2011
up to and including 31 December 2013, shall be as follows:


 


[*]United States Dollars (US$ [*] ),
as escalated as set forth in paragraph 8.2.


 


(iii) The price and terms and
conditions applicable to the Optional Launch Services requested by CUSTOMER for
a Launch to occur after 31 December 2013, shall be negotiated in good
faith by the Parties.


 


1.11                           Paragraph
8.2 of Article 8 (“REMUNERATION”) of the Agreement is cancelled and
replaced as follows:


 


With respect to Articles 10 and 18, and for the Optional Launch, it is
agreed that the Launch Services prices
as set forth in Sub-paragraph 8.1(B)(ii) and the prices for
Associated Services shall be escalated, prorata, on a quarterly basis from 1 January 


 


6

















 


2011 to L* (L* being the first day of the provisional Launch Period
selected at Optional Launch exercise) by an escalation rate of [*]% per
quarter. Said escalation rate is provisional.


 


A final escalation rate will be determined at Launch
Day minus ONE (1) month.


 


The final escalation rate will be a weighted average
calculated as follows:


 


·                  [*]% on a
Western European producer price growth index,


 


·                  [*]% on a
worldwide steel price growth index,


 


·                  [*]% on a
Russian labor cost growth index.


 


The above indices will be initially selected within THIRTY (30) days of
EDC by mutual agreement of the Parties. If a selected index is no longer
available or appropriate at the time of calculation of the final escalation
rate for the Optional Launch, Parties will select by mutual agreement the best
available replacement index.


 


The Launch Services prices as set forth in 8.1(B)(ii) and the prices
for Associated Services will be recalculated, using the final escalation rate,
prorata, on a quarterly basis from 1 January 2011 to L* (L* being the
first day of the provisional Launch Period selected at Optional Launch
exercise).


 


Notwithstanding the calculated value of the final escalation rate, the
maximum rate applicable shall not exceed [*]% per quarter and the minimum rate
applicable shall not be less than [*]% per quarter.


 


Any price differentials will be reconciled in the Launch
Associated Payment.


 


1.12                           Paragraph
10.1 of Article 10 (“PAYMENT FOR SERVICES”) of the Agreement is deleted
and replaced as follows (for clarity, this new Paragraph 10.1 cancels Section 2
(“Payment Schedule and Financing”) of Amendment #1):


 


“10.1                     Payment of the
remuneration under Paragraph 8.1 of Article 8 of this Agreement shall be
made in accordance with the following payment schedule:


 


10.1.1 For each Firm Launch
Services:


 


	
  DUE
  DATE

  	
   

  	
  Total
  amount in US$ for each Firm 

  Launch referred in the sub-paragraph 

  8.1 (A) of Article 8 of this Agreement

  
	
  EDC

  	
   

  	
  [*]

  
	
  EDC + 6 months

  	
   

  	
  [*]

  
	
  EDC + 12 months

  	
   

  	
  [*]

  
	
  L* - 9 months

  	
   

  	
  [*]

  
	
  L* - 6 months

  	
   

  	
  [*]

  
	
  L* - 3 months

  	
   

  	
  [*]

  
	
  Launch Associated Payment

  	
   

  	
  [*]for Launch 1, 2 and 3 

  [*]for Launch 4

  
	
  Total

  	
   

  	
  52 500 000 for Launch 1, 2
  and 3 

  58 500 000 for Launch 4

  



 


7

















 


Where


 


L* means the first day of the provisional Launch Period as
applicable to each respective Firm Launch and as defined (and potentially
accelerated) in accordance with sub-paragraph 6.2.1 (A) (ii) or 6.2.1
(B) (ii) of Article 6 of this Agreement whichever is relevant.
Except as set forth in Paragraph 11.4 of Article 11, L* is fixed for the
duration of this Agreement.


 


The Launch Associated Payment shall be made at L+1 week (L
being the actual Launch Day) for any Firm Launch for which a subsequent Firm
launch remains to be performed or a subsequent Optional Launch is already
exercised.


 


The Launch Associated Payment related to a Firm Launch for
which there is no subsequent Firm Launch remaining to be performed or no
subsequent Optional Launch already exercised under this Agreement, shall be
made at L — 1 week (L being the actual Launch Day for the said Launch).


 


If the last contracted Launch under this Agreement is
delayed by ARIANESPACE by more than THIRTY (30) days after the Launch
Associated Payment is made by CUSTOMER, ARIANESPACE shall immediately
return  said Launch Associated Payment if
so requested by CUSTOMER. Said Launch Associated Payment shall remain due and
payable to ARIANESPACE at L-1 week in accordance with the newly established
Launch Day.


 


10.1.2 For the Optional Launch Services:


 


	
  DUE
  DATE

  	
   

  	
  Percentage
  of the Launch Services 

  Price for the Optional Launch referred 

  in the sub-paragraph 8.1 (B) of Article 

  8 of this Agreement

  	
   

  
	
  Optional Launch Date of Exercise

  	
   

  	
  [*]

  	
  %

  
	
  L* - 18 months

  	
   

  	
  [*]

  	
  %

  
	
  L* - 15 months

  	
   

  	
  [*]

  	
  %

  
	
  L* - 12 months

  	
   

  	
  [*]

  	
  %

  
	
  L* - 9 months

  	
   

  	
  [*]

  	
  %

  
	
  L* - 6 months

  	
   

  	
  [*]

  	
  %

  
	
  L* - 3 months

  	
   

  	
  [*]

  	
  %

  
	
  Launch Associated Payment

  	
   

  	
  [*]

  	
  %

  
	
  TOTAL

  	
   

  	
  100

  	
  %

  



 


Where


 


L* means the first day of the provisional Launch Period as
applicable to the Optional Launch and as defined in accordance with
sub-paragraph 6.2.2 of Article 6 of this Agreement.  Except as set forth in Paragraph 11.4 of Article 11,
once defined at exercise of the Launch Option, L* is fixed for the duration of
this Agreement.


 


8

















 


The Launch Associated Payment shall be made at L — 1 week
(L being the actual Launch Day of the Optional Launch).


 


If the exercised Optional Launch under this Agreement is
delayed by ARIANESPACE by more than THIRTY (30) days after the Launch
Associated Payment is made by CUSTOMER, ARIANESPACE shall immediately return
said Launch Associated Payment if so requested by CUSTOMER. Said Launch
Associated Payment shall remain due and payable to ARIANESPACE at L-1 week in
accordance with the newly established Launch Day.”


 


1.13                           Sub-paragraph
13.1.1 of Paragraph 13.1 (“Terms”) of Article 13 (“REPLACEMENT LAUNCH”) of
the Agreement is deleted and replaced as follows:


 


“13.1.1                      For the
Firm Launches and the Optional Launch, if any, CUSTOMER is entitled to request
a Replacement Launch from ARIANESPACE in the event that, following Intentional
Ignition, except in the case of Terminated Ignition, either the Launch Mission
or the Satellite Mission has not been accomplished for any reason whatsoever.
Replacement Launch Services are subject to the conditions set forth in this Article 13.
Any and all other rights and remedies of CUSTOMER are excluded whatever their
nature.


 


For clarity it is hereby acknowledged by the Parties
that CUSTOMER shall be entitled to a limited number of Replacement Launches,
such that the maximum number of Launches provided by ARIANESPACE under this
Agreement, together with said Replacement Launches, equals to SIX (6),
including the FOUR (4) Firm Launches and the Optional Launch if any.”


 


1.14                         Sub-paragraph
18.2.1, 18.2.2 and 18.2.3 of Paragraph 18.2 of Article 18 (“TERMINATION BY
CUSTOMER”) of the Agreement are deleted and replaced as follows:


 


“18.2.1           Basic
termination fees for the Firm Launches depending of the date of termination as
follows:


 


	
  Effective
  Date of Termination

  	
   

  	
  Termination
  Fees

  Percentage of Launch 

  Services Price for each 

  launch referred to in Sub-

  paragraph 8.1 (A) of Article 8 

  of this Agreement

  
	
  On or before C-21

  	
   

  	
  [*]%

  
	
  From C-21 to C-18

  	
   

  	
  [*]%

  
	
  From C-18 to C-15

  	
   

  	
  [*]%

  
	
  From C-15 to C-10

  	
   

  	
  [*]%

  
	
  From C-10 to C-7

  	
   

  	
  [*]%

  
	
  After C-7 (*)

  	
   

  	
  [*]% ([*]%) (*)

  



 


9

















 


Where:


 


For the Firm Launches, C means the first day of the
provisional Launch Period for Firm Launch N° 1, 2, 3, and/or 4 as defined in
Paragraphs 6.2.1(A)(ii) and 6.2.1.(B)(ii), whichever is applicable, as may
be adjusted by the aggregate duration of postponements requested by ARIANESPACE
in accordance with Paragraph 11.3 to the actual Launch Period, Launch Slot or
Launch Day as defined in accordance with Paragraphs 6.2, 6.3, 6.4 or 6.5.


 


(*) with respect to Firm Launch N° 4 only, the percentage
of termination fees applicable after C-7 shall be [*]%.


 


18.2.2                 Basic
termination fees for the Optional Launch depending of the date of termination
as follows:


 


	
  Effective
  Date of Termination

  	
   

  	
  Termination
  Fees

  Percentage of Launch 

  Services Price for the 

  Optional launch referred to 

  in Sub-paragraph 8.1 (B) and 

  8.2 of Article 8 of this 

  Agreement

  	
   

  
	
  On or before C-21

  	
   

  	
  [*]%

  	
   

  
	
  From C-21 to C-18

  	
   

  	
  [*]%

  	
   

  
	
  From C-18 to C-15

  	
   

  	
  [*]%

  	
   

  
	
  From C-15 to C-10

  	
   

  	
  [*]%

  	
   

  
	
  From C-10 to C-7

  	
   

  	
  [*]%

  	
   

  
	
  After C-7

  	
   

  	
  [*]%

  	
   

  



 


Where:


 


C means the first day of the provisional Launch Period as
defined in Paragraph 6.2.2, as may be adjusted by the aggregate duration of
postponements requested by ARIANESPACE in accordance with Paragraph 11.3 to the
actual Launch Period, Launch Slot or Launch Day as defined in accordance with
Paragraphs 6.2, 6.3, 6.4 or 6.5.


 


18.2.3                 Plus (i) any
other amount(s) due including, without limitation, late payment interest
under the Agreement at the effective date of termination, and (ii) the
price of those Associated Services provided, at CUSTOMER’s cost, which have
actually been performed as of the date of termination.


Section 3 -


 


This Amendment No 2 shall be effective as of its
date of execution by both Parties.


 


10

















 


This
Amendment #2 constitutes an amendment to the Agreement. It cancels the
terms of Amendment #1. Except as expressly
provided herein, any other terms and provisions
of the Agreement not modified by this Amendment #2 shall remain unchanged
and in full force and effect.


 


IN
WITNESS WHEREOF THE PARTIES HAVE EXECUTED TWO (2) ORIGINALS OF THIS
AMENDMENT #2.


 


Executed in Paris, on
24th June 2009


 


	
  CUSTOMER

  	
   

  	
  ARIANESPACE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Anthony J. Navarra

  	
   

  	
  Name: 

  	
  Jean–Yves Le Gall

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  Chairman & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:
  

  	
  /S/
  Anthony J. Navarra

  	
   

  	
  Signature:
  

  	
  /S/
  Jean-Yves Le Gall

  
							



 


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