Exhibit
10.1

     

    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.

    


    Final
Execution Copy


     

      
        

      

    

     

    AMENDED
AND RESTATED

    


    LAUNCH
SERVICES AGREEMENT

    


    FOR
THE LAUNCHING INTO

    


    LOW
EARTH ORBIT

    


    GLOBALSTAR
SATELLITES

    


    BY
THE SOYUZ LAUNCH VEHICLE

     

      
        

      

    

     

    
      
        
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      AMENDED AND
RESTATED

    

     

    LAUNCH SERVICES
AGREEMENT

     

    This
Amended and Restated Launch Services Agreement is entered into

     

    BY AND
BETWEEN

     

    GLOBALSTAR,
INC., hereinafter referred to as "CUSTOMER", a company duly organized and
validly existing under the laws of the State of Delaware, with principal offices
located at 461 South Milpitas Blvd., Milpitas, CA  95035,
U.S.A.,

     

    ON THE
ONE HAND,

     

    AND

     

    ARIANESPACE,
a company organized under the laws of France with principal offices located at
Boulevard de l'Europe BP 177, 91006 EVRY-COURCOURONNES Cedex, France,
hereinafter referred to as "ARIANESPACE",

     

    ON THE
OTHER HAND,

     

    
      
        
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      Page 3

TABLE OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	 
      	
                                                                            Pages

                                                                          
	
                                                                            RECITALS

                                                                          	 
      	
                                                                            5

                                                                          
	
                                                                            ARTICLE
      1  -

                                                                          	
                                                                            DEFINITIONS

                                                                          	
                                                                            6

                                                                          
	
                                                                            ARTICLE
      2  -

                                                                          	
                                                                            SUBJECT
      OF THE AGREEMENT

                                                                          	
                                                                            10

                                                                          
	
                                                                            ARTICLE
      3  -

                                                                          	
                                                                            CONTRACTUAL
      DOCUMENTS

                                                                          	
                                                                            11

                                                                          
	
                                                                            ARTICLE
      4  -

                                                                          	
                                                                            ARIANESPACE'S
      SERVICES

                                                                          	
                                                                            12

                                                                          
	
                                                                            ARTICLE
      5  -

                                                                          	
                                                                            CUSTOMER'S
      COMMITMENTS

                                                                          	
                                                                            13

                                                                          
	
                                                                            ARTICLE
      6  -

                                                                          	
                                                                            LAUNCH
      SCHEDULE

                                                                          	
                                                                            14

                                                                          
	
                                                                            ARTICLE
      7  -

                                                                          	
                                                                            COORDINATION
      BETWEEN ARIANESPACE AND CUSTOMER

                                                                          	
                                                                            16

                                                                          
	
                                                                            ARTICLE
      8  -

                                                                          	
                                                                            REMUNERATION

                                                                          	
                                                                            17

                                                                          
	
                                                                            ARTICLE
      9  -

                                                                          	
                                                                            RESERVED

                                                                          	
                                                                            19

                                                                          
	
                                                                            ARTICLE
      10  -

                                                                          	
                                                                            PAYMENT
      FOR SERVICES

                                                                          	
                                                                            20

                                                                          
	
                                                                            ARTICLE
      11  -

                                                                          	
                                                                            LAUNCH
      POSTPONEMENTS

                                                                          	
                                                                            24

                                                                          
	
                                                                            ARTICLE
      12  -

                                                                          	
                                                                            RIGHT
      OF OWNERSHIP AND CUSTODY

                                                                          	
                                                                            28

                                                                          
	
                                                                            ARTICLE
      13  -

                                                                          	
                                                                            REPLACEMENT
      LAUNCH

                                                                          	
                                                                            29

                                                                          
	
                                                                            ARTICLE
      14  -

                                                                          	
                                                                            ALLOCATION
      OF POTENTIAL LIABILITIES AND RISKS

                                                                          	
                                                                            31

                                                                          
	
                                                                            ARTICLE
      15  -

                                                                          	
                                                                            INSURANCE

                                                                          	
                                                                            34

                                                                          
	
                                                                            ARTICLE
      16  -

                                                                          	
                                                                            OWNERSHIP
      OF DOCUMENTS AND WRITTEN INFORMATION CONFIDENTIALITY/PUBLIC
      STATEMENTS

                                                                          	
                                                                            37

                                                                          
	
                                                                            ARTICLE
      17  -

                                                                          	
                                                                            PERMITS
      AND AUTHORIZATIONS - GROUND STATIONS

                                                                          	
                                                                            39

                                                                          
	
                                                                            ARTICLE
      18  -

                                                                          	
                                                                            TERMINATION
      BY CUSTOMER

                                                                          	
                                                                            40

                                                                          
	
                                                                            ARTICLE
      19  -

                                                                          	
                                                                            TERMINATION
      BY ARIANESPACE

                                                                          	
                                                                            43

                                                                          
	
                                                                            ARTICLE
      20  -

                                                                          	
                                                                            APPLICABLE
      LAW

                                                                          	
                                                                            44

                                                                          
	
                                                                            ARTICLE
      21  -

                                                                          	
                                                                            ARBITRATION

                                                                          	
                                                                            45

                                                                          
	
                                                                            ARTICLE
      22  -

                                                                          	
                                                                            COMPLIANCE
      WITH U.S. LAWS AND DIRECTIVES

                                                                          	
                                                                            46

                                                                          
	
                                                                            ARTICLE
      23  -

                                                                          	
                                                                            MISCELLANEOUS

                                                                          	
                                                                            47

                                                                          
	
                                                                            ARTICLE
      24  -

                                                                          	
                                                                            EFFECTIVE
      DATE

                                                                          	
                                                                            49

                                                                          
	
                                                                            ANNEX
      1 – STATEMENT OF WORK

                                                                          	 
      


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
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    TERMS
AND CONDITIONS

     

    
      
        
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    RECITALS

     

    
      	
              WHEREAS

            	
              CUSTOMER
      and ARIANESPACE entered into a Launch Services Agreement dated 5 September
      2007 to launch TWENTY FOUR (24) Satellites through FOUR (4) Firm Launches,
      with the option to launch TWENTY FOUR (24) additional Satellites by means
      of the SOYUZ Launch Vehicle from the SOYUZ Launch Site in Kourou, or
      Baikonur, and

            


    

     

    
      	
              WHEREAS

            	
              The
      Parties have modified the Launch Services Agreement through Amendments #1
      dated 9 July 2008 and #2 dated 24 June 2009,
and

            


    

     

    
      	
              WHEREAS

            	
              The
      Parties wish to hereby restate the entire Launch Services Agreement as
      previously amended, including the terms and conditions, as set forth
      herein, and

            


    

     

    
      	
              WHEREAS

            	
              CUSTOMER
      has accepted such Launch Services, being aware of the particular risks
      involved in any launch operation and of the complex nature of the
      technologies involved, and the Parties have reached an agreement in
      accordance with the terms and conditions set forth
  herein.

            


    

     

    NOW,
THEREFORE, IT IS AGREED AS FOLLOWS:

     

    
      
        
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    ARTICLE 1
- DEFINITIONS

     

    In this
Amended and Restated Launch Services Agreement capitalized terms shall have the
meanings set forth in this Article:


     

    Agreement means this
Amended and Restated Launch Services Agreement as defined in Article 3
hereof.

     

    Associated Services
means those supplementary launch services specified in Sub-paragraphs 4.1.2
hereof.

     

    Associates means any
individual or legal entity, whether organized under public or private law, who
or which shall act, directly or indirectly, on behalf of or at the direction of
either Party to this Agreement, to fulfill the obligation undertaken by such
Party pursuant to this Agreement, including without limitation, any employee,
officer, agent of either Party, and their respective contractors, subcontractors
and suppliers at any tier.

     

    For the
purpose of the definition of Third Party and
Article 14:

     

    
      
        	
                a)

              	
                any
      individual or legal entity governed by private or public law that has
      directed ARIANESPACE to proceed with the Launch Services or has any
      interest in the Launch Services, including without limitation, a legal
      interest in the Launch Vehicle shall be deemed to be an Associate of
      ARIANESPACE; and

              


      

    

     

    
      	
              b)

            	
              any
      individual or legal entity governed by private or public law that has
      directed CUSTOMER to proceed with the Launch Services, or has any interest
      in the Satellite(s) to be launched, including without limitation,
      insurers, any person or entity to whom CUSTOMER has sold or leased,
      directly or indirectly, or otherwise agreed to provide any portion of the
      Satellite(s) shall be deemed to be an Associate of
    CUSTOMER.

            


    

     

    Base Rate means ONE
(1) month LIBOR plus [*] percentage points, for any amount expressed in U.S.
dollars or the ONE (1) month EURIBOR plus [*] percentage points for any amount
expressed in EUROS. LIBOR and EURIBOR rates shall be as set forth in The Wall
Street Journal on the effective date of payment.

     

    Effective Date of Contract
(EDC) means 5 September 2007.

     

    Firm Launch means a
Launch Services firmly ordered by the CUSTOMER at EDC, to the exclusion of any
Replacement or Optional Launch.

     

    Force Majeure means
events such as but not limited to explosions, fires, earthquakes, floods, bad
weather and other Acts of God, wars, whether or not declared, social uprisings,
strikes or lock-outs, governmental or administrative measures (including delay,
suspension or failure to act), and all other events beyond the reasonable
control of a Party or its Associates that impede the execution of the
obligations of such Party or its Associates and, including, but without
limitation, the accomplishment of the launch of the Satellite(s) within the
Launch Period, Launch Slot, Launch Day or at Launch Time, provided such events
may not be overcome using efforts which may reasonably be expected of the
affected Party and/or its affected Associates under the
circumstances.

     

    
      
        
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    Within
FORTY EIGHT (48) hours of learning of the occurrence of an event of Force
Majeure, the affected Party shall promptly provide written notice to the other
Party of such occurrence and within SEVEN (7) days thereafter shall send to the
other Party another written notice stating the date, nature, extent, anticipated
duration and anticipated consequences of the occurrence.  In addition,
the Party suffering the Force Majeure event shall notify the other Party the end
of the Force Majeure event within TWENTY-FOUR (24) hours after such
occurrence.

     

    Intentional Ignition
means the time designated by ARIANESPACE, during the launch sequence when the
command to ignite is intentionally sent to any one of the motors of the Launch
Vehicle for the purpose of a Launch following a planned countdown.

     

    L  except
for where otherwise provided, means the first day of the most recently agreed
Launch Period or Launch Slot, or means the selected Launch Day.

     

    Launch means the
Intentional Ignition of the Launch Vehicle followed by Lift-off.

     

    Launch Associated Payment
means the Launch Services payment for each Firm or Optional Launch
Services associated with the actual Launch Day. 

     

    Launch Campaign, as
defined for each Firm or Optional Launch, means the period beginning from
the date of arrival of individuals of CUSTOMER or its Associates or
CUSTOMER Ground Support Equipment (GSE) to the Launch Site or from the date on
which CUSTOMER begins autonomous operations on the Satellite, whichever is
earlier, until the date on which CUSTOMER completes placement of all CUSTOMER
GSE into a stand-by or storage phase condition or until the date on which all
CUSTOMER GSE is removed from the Launch Site.

     

    Launch Day means a
calendar day within a Launch Slot during which a Launch is scheduled to
occur.

     

    Launch Failure means
that the Satellite(s) loaded into the Launch Vehicle (i) is(are) destroyed or
lost during the period extending from the instant when Intentional Ignition
occurred to the instant the Satellite(s) is(are) separated from the Launch
Vehicle;  or (ii) cannot be separated from the Launch
Vehicle;  or (iii) is(are) destroyed or lost due to a post-separation
collision of such Satellite(s) with Launch Vehicle or any part of
it.

     

    Launch Mission means
the mission assigned to the Launch Vehicle as defined in Annex 1 Part 1 Chapter
2.1 to this Agreement.

     

    Launch Opportunity
means the availability to CUSTOMER of a Launch possibility within a Launch
Period or Launch Slot for a Launch Mission on a Launch Vehicle in accordance
with Part 1 of Annex 1 to this Agreement.

     

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

     

    Launch Period means a
period of NINETY (90) consecutive calendar days.


     

    Launch Services means
the services as set forth in Part 2 and in Part 5 of Annex 1 to this Agreement
to be provided by ARIANESPACE to perform the Launch Mission.


     

    Launch Site means the
SOYUZ launch complex at the Guiana Space Center (CSG) in Kourou, French Guiana,
or the SOYUZ launch complex at the Baikonur Space Center (BSC), in Baikonur,
Kazakhstan, including all their facilities and equipment depending on the launch
site selected by ARIANESPACE in accordance with Paragraph 4.4 of Article 4
hereof.


     

    Launch Slot means a
period of THIRTY (30) consecutive calendar days, within a Launch
Period.


     

    Launch Term means a
period of time, as set forth in Paragraph 6.1 of Article 6.


     

    Launch Termination
means the time as indicated by ARIANESPACE when, subsequent to a Terminated
Ignition, the launch pad is declared safe by ARIANESPACE.


     

    Launch Time means the
instant that the intentional ignition of the first stage engine(s) is scheduled
to take place, as defined in hours, minutes and seconds (GMT Universal
Time).


     

    Launch Vehicle means
a vehicle belonging to the SOYUZ launch vehicle family chosen by ARIANESPACE to
perform the Launch Mission and defined in Part 1 of Annex 1 to this
Agreement.


     

    Lift-off means the
disconnection of the lift-off plug if such event follows Intentional
Ignition.


     

    Optional Launch means
Launch Services ordered by CUSTOMER from ARIANESPACE in the event of exercise of
the Launch Option in accordance with Paragraph 4.3 of Article 4 of this
Agreement.


     

    Party or Parties
means CUSTOMER or ARIANESPACE or both according to the context in which the term
is used.


     

    Postlaunch Services
means the reports and range services as specified in Parts 2, 4 and 5 of Annex 1
to this Agreement that are to be provided to CUSTOMER by ARIANESPACE after the
Launch.

    


    
      
        
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    Replacement Launch
means Launch Services for Satellites subject to Article 13 hereof ordered by
CUSTOMER, (i) in the event of a Launch Failure and/or (ii) subsequent to a
previous Launch that, for any reason whatsoever, has/have not accomplished the
Launch Mission or the Satellite(s) Mission.

     

    Satellite(s) means
the satellite(s) supplied by CUSTOMER that is/are to be compatible and remain
compatible with the SOYUZ Launch Vehicle and the Launch Mission, and that meets
the specifications set forth in Part 3 Chapter 2 of Annex 1 to this
Agreement.

     

    Satellite Mission
means the mission assigned to the Satellite(s) by CUSTOMER after separation from
the Launch Vehicle.

     

    Services means any
and all services to be provided by ARIANESPACE under this
Agreement.

     

    Terminated Ignition
means that following Intentional Ignition, the launch sequence is shut down
before Lift-off.

     

    Third Party means any
individual or legal entity other than the Parties, and the Associates of each of
the foregoing.

    


    
      
        
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    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.

    


    
      
        
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    ARTICLE –
3   CONTRACTUAL DOCUMENTS

     

    
      	
              3.1

            	
              This
      Agreement consists of the following two parts which are contractually
      binding between the Parties: the herein Terms and Conditions and Annex 1,
      the Statement of Work, Rev 0 Issue 1 dated September 5th
      2007, as may thereafter be amended from time to time by the Parties, which
      Statement of Work is incorporated by reference and made a part
      hereof.

            


    

     

    
      	
              3.2

            	
              In
      the event of any inconsistency between the Terms and Conditions and the
      Annex,   the Terms and Conditions shall have precedence
      over the Annex.

            


    

     

    
      
        
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    ARTICLE 4
-   ARIANESPACE'S SERVICES

     

    
      	
              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.

            


    

     

    
      	
              4.2

            	
              Launch
      Services for each Firm and/or Optional Launch, except for Postlaunch
      Services, shall be deemed to be completed by ARIANESPACE upon Lift-off or
      upon Launch Failure. ARIANESPACE shall not assume any further liability
      for said Launch Services, except as expressly provided in this Agreement.
      In the event that, for any reason whatsoever, a Terminated Ignition occurs
      followed by Launch Termination, ARIANESPACE shall postpone the Launch in
      accordance with the conditions set forth in Article 11 of this
      Agreement.

            


    

     

    
      	
              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 has occurred and/or no failure to accomplish the Satellite
      Mission
      or the Launch Mission 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 one failure to the
      Satellite Mission or to the Launch Mission has
  occurred.

            


    

     

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

     

    
      	
              4.4

            	
              Launch
      Site Selection

            


    

     

    
      	
            	
               
      

            	
              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
      Launches or the Optional Launch provided under this Agreement shall be
      performed on the first Soyuz to be launched from
  CSG.

            


    

     

    
      
        
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      ARTICLE 5
- CUSTOMER'S
COMMITMENTS

    

     

    
      	
              5.1

            	
              CUSTOMER
      shall fulfill the technical commitments set forth in Part 3 of
      Annex 1 to this Agreement including, without limitation, delivery of
      the Satellite(s) to the Launch Site  within the time limits
      consistent with the launch schedule set forth
  herein.

            


    

     

    
      	
              5.2

            	
              CUSTOMER
      shall promptly notify ARIANESPACE in writing of any event that may cause a
      delay to L.

            


    

     

    
      	
              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;  or

            


    

     

    
      	
               
      

            	
              (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.

            


    

    


    
      
        
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    ARTICLE 6
- LAUNCH SCHEDULE

     

    
      	
              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.

     

    
      	
              6.2

            	
              Launch
      Period

            


    

     

    
      	
               
      

            	
              6.2.1

            	
              Firm
      Launches

            


    

     

    The
Launch Period for Firm Launches N° 1, 2, 3 and 4, shall be established within
the above Launch Term.

     

    
      
        	
              	
                (A)

              	
                Firm
      Launch N° 1

              


      

    

     

    
      
        	
              	
                 

              	
                (i)
      CUSTOMER shall notify ARIANESPACE by written notice to be received no
      later than THIRTEEN (13) months prior to the first day of the Launch
      Period desired by CUSTOMER for the corresponding Firm Launch N°1, being
      further agreed that the such Launch Period shall not be earlier than the
      provisional Launch Period defined in sub-paragraph (A)(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 at CSG and if not will allocate the nearest subsequent Launch
      Period within which a Launch Opportunity exists and reserve the same
      Launch Period at BSC.

              


      

    

     

    
      
        	
              	
                 

              	
                (ii)For
      the purpose of Article 10 and Article 18, the first day of the provisional
      Launch Period of Firm Launch N°1 is January 05,
  2010.

              


      

    

     

    
      
        	
              	
                B)

              	
                Firm
      Launches N° 2, 3 and 4

              


      

    

     

    
      
        	
              	
                 

              	
                (i)
      For each of the Firm Launches N° 2 and 3 and 4, 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 Firm Launch, being further agreed that such Launch
      Periods shall not be earlier than the respective provisional Launch
      Periods defined in sub-paragraph (B) (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 at CSG and if not will allocate the nearest subsequent Launch
      Period within which a Launch Opportunity exists and reserve the same
      Launch Period at BSC.

              


      

    

     

    
      
        	
              	
                 

              	
                (ii)
      For the purpose of Article 10 and Article
18:

              


      

    

     

    
      
        	
              	
                ·

              	
                The
      provisional Launch Periods for Firm Launches N°2, 3 and 4 shall be as
      follows:

              


      

    

     

    
      
        
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                -

              	
                The
      first day of the provisional Launch Period for Firm Launch N°2 is April
      05, 2010;

              


      

    

     

    
      
        	
              	
                -

              	
                The
      first day of the provisional Launch Period for Firm Launch N°3 is June 05,
      2010;  and

              


      

    

     

    
      
        	
              	
                -

              	
                The
      first day of the provisional Launch Period for Firm Launch N°4 is August
      05, 2010.

              


      

    

     

    
      (iii)
CUSTOMER may request ARIANESPACE to allocate up to THREE (3) Launch Periods
after the Firm Launch N°1 Launch Period, enabling  back-to-back Launch
Campaigns, being agreed that the minimum period of time between any two launches
shall not be less than 45 days. Such request shall be made concurrent with the
Launch Period requested under Section (A) above.

    

     

    ARIANESPACE
shall then either allocate the requested Launch Periods or, depending on its
available Launch Opportunities allocate CUSTOMER the nearest series of FOUR (4)
successive Launch Periods.

     

    
      	
               
      

            	
              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 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.

            


    

     

    
      	
              6.3

            	
              Taking
      into account available Launch Opportunities, the Launch Slot within the
      Launch Period shall be determined by mutual agreement of the Parties no
      later than SIX (6) months prior to the first day of the Launch
      Period.

            


    

     

    
      	
              6.4

            	
              Based
      on a proposal made by ARIANESPACE, by mutual agreement of the Parties, the
      Launch Day within the Launch Slot shall be determined, no later than THREE
      months prior to the first day of the Launch
  Slot.

            


    

     

    
      	
              6.5

            	
              In
      the event that, for any reason whatsoever, the Parties fail to agree upon
      the Launch Slot within the Launch Period or the Launch Day, ARIANESPACE
      shall determine said Launch Slot or the Launch Day, taking into account
      the available Launch Opportunities, and the requirements and respective
      interests of the Parties.

            


    

     

    
      
        
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    ARTICLE 7
-   COORDINATION BETWEEN ARIANESPACE AND CUSTOMER

     

    
      	
              7.1

            	
              CUSTOMER
      and ARIANESPACE shall each designate a program director ("Program
      Director") no later than ONE (1) month following
  EDC.

            


    

     

    
      	
              7.2

            	
              The
      Program Directors shall supervise and coordinate the performance of the
      Services and the technical commitments of the respective Parties within
      the Launch Services schedule set forth
herein.

            


    

     

    
      	
              7.3

            	
              Each
      Program Director shall have sufficient powers to be able to settle any
      technical issues that may arise during the performance of this Agreement,
      as well as any day-to-day management issues.  Should the Program
      Directors have unresolved technical issues, such issues will be escalated
      to the respective senior technical management of the Parties. Should the
      Program Directors have unresolved programmatic issues, such issues will be
      escalated to the respective senior management of the
    Parties.

            


    

     

    
      	
              7.4

            	
              A
      Party may replace its Program Director by prior written notice to the
      other Party, signed by an authorized official, indicating the effective
      date of designation of the new Program
Director.

            


    

     

    
      
        
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    ARTICLE 8
-   REMUNERATION

     

    
      	
              8.1

            	
              The
      remuneration to ARIANESPACE for the provision of Launch Services is a firm
      fixed price, 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:

     

    
      
        	
              	
                (i)

              	
                For
      each of the three first Firm
Launches:

              


      

    

     

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

     

    
      
        	
              	
                (ii)

              	
                For
      the fourth Firm Launch:

              


      

    

     

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

    

     

    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 [*],
subject to a contractual cap at [*] United States Dollars (US$ [*]), and said
US$ [*] is included in the above-identified Price of US$ 58,500,000 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:

              


      

    

    
      [*].

    

     

    
      
        	
              	
                (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:

              


      

    

     

    [*], 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.

              


      

    

     

    
      
        	
                8.2

              	
                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 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.

              


      

    

     

    
      
        
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    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:

     

    
      	
               
      

            	
              ·

            	
              50%
      on a Western European producer price growth
  index,

            


    

     

    
      	
               
      

            	
              ·

            	
              25%
      on a worldwide steel price growth
index,

            


    

     

    
      	
               
      

            	
              ·

            	
              25%
      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.

     

    
      	
              8.3

            	
              All
      prices, expenses, and charges set forth in this Agreement shall be free
      from any and all taxes and other duties of any country where the Services
      or work are performed.  For the sake of clarification,
      ARIANESPACE shall be responsible for all taxes or duties of any French tax
      authority or the authority of any country where Services or work are
      performed by ARIANESPACE and/or its
suppliers.

            


    

     

    
      
        
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    ARTICLE 9
-   RESERVED

    


    
      
        
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    ARTICLE
10 -   PAYMENT FOR SERVICES

     

    
      	
               
      

            	
              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

                          	 	
                            [*]

                            [*]

                          
	
                            Total

                          	 	
                            52 500
      000 for Launch 1, 2 and 3

                            58 500 000
      for Launch
4

                          


                  

                

              

            

          

        

      

    

     

    Where

     

    L* means
the first day of the provisional Launch Period as applicable to each respective
Firm Launch and as defined 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 if the 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 if the Optional Launch is
not already exercised, 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.

    


    
      
        
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              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.

     

    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.


     

    
      	
              10.2

            	
              Payment
      for Associated Services

            


    

     

    
      	
            	
              10.2.1

            	
              Payment
      for Associated Services ordered by CUSTOMER under Part 6 of Annex 1
      to this Agreement, for which a firm fixed price has been established,
      shall be due as of the date set forth in said
  Annex.

            


    

     

    
      	
            	
              10.2.2

            	
              Payment
      for Associated Services ordered by CUSTOMER under Part 6 of Annex 1
      to this Agreement, for which no total firm fixed price can be determined
      in advance, shall be due on the date on which CUSTOMER terminates use of
      the relevant Associated Services.

            


    

     

    
      With
respect to the above, payment terms shall be as set forth below in Sub-paragraph
10.3 of Article 10 of this Agreement.

    

     

    
      	
              10.3

            	
              Terms
      and Conditions of Payment/ARIANESPACE's
Invoices

            


    

     

    
      
        
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              10.3.1

            	
              Where
      this Agreement determines a precise payment date, payment has to be made
      at such date or within THIRTY (30) days from receipt of ARIANESPACE's
      corresponding invoice, whichever is later, except for the first payment
      provided under this Agreement, for which invoice will be presented and
      paid within FIVE (5) business days following
  EDC.

            


    

     

    
      	
            	
              10.3.2

            	
              Where
      the Agreement does not determine a precise payment date, payment has to be
      made at the date when payment becomes due or within THIRTY (30) days of
      receipt of ARIANESPACE corresponding invoice, whichever is
      later.

            


    

     

    
      	
            	
              10.3.3

            	
              ARIANESPACE
      invoices shall be sent by electronic mail
to:

            


    

     

    [*]

     

    
      With
confirming electronic mail to:

    

     

    
      [*]

    

     

    The
method for calculating the amount of each invoice shall be shown
clearly.

     

    
      	
            	
              10.3.4

            	
              Payments
      shall be made to the account designated on the relevant invoice by
      electronic bank transfer, without charge to ARIANESPACE. A notice of such
      payment shall be sent to
ARIANESPACE.

            


    

     

    Payment
shall be effective as of the date on which the amount of the ARIANESPACE invoice
is credited for value to the designated ARIANESPACE’s account.

     

    
      	
            	
              10.3.5

            	
              CUSTOMER's
      payments shall be in the amounts invoiced by ARIANESPACE, and shall be
      made net, free and clear of any and all taxes, duties, or withholdings
      that may be imposed in the Country of CUSTOMER and the Country from which
      they are paid so that ARIANESPACE receives each such payment in its
      entirety as if no such tax, duty, or withholding had been
      made.

            


    

     

    
      	
              10.4

            	
              Late
      Payment

            


    

     

    In the
event of late payment, CUSTOMER shall pay ARIANESPACE interest on payment due at
the Base Rate starting from the fourth delinquent day up to and including the
date payment is made. The computation of interest for late payments shall be
made on the basis of THREE HUNDRED SIXTY (360) days and actual days elapsed. In
the event of late payment and within SIXTY (60) days of such late payment,
ARIANESPACE shall invoice CUSTOMER for interest on such late payment. CUSTOMER
shall pay such invoice within FIVE (5) days of receipt.

     

    In the
event of non payment, after THIRTY (30) days ARIANESPACE shall be entitled to
suspend any and all of its activities in preparation for the Launch Services and
to reschedule the Launch Services under Sub-paragraph 11.3.3 of Article 11 of
this Agreement provided that ARIANESPACE shall have notified CUSTOMER of its
failure to comply with its payment obligation at least FIFTEEN (15) days prior
to such suspension and rescheduling.

     

    Notwithstanding
the above, during any period of non payment of the Launch Associated Payment
related to the last contracted Launch under this Agreement, ARIANESPACE
shall be entitled to suspend any and all of its activities in preparation for
the Launch Services and to reschedule the Launch Services under Sub-paragraph
11.3.3 of Article 11 of this Agreement, provided that ARIANESPACE shall have
notified CUSTOMER of its failure to comply with its payment obligation at least
two (2) days prior to such suspension and rescheduling and shall give CUSTOMER
opportunity to make payment to avoid the suspension.

    


    
      
        
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    Any late
payment period in excess of SIXTY (60) days shall constitute CUSTOMER’S material
breach of this Agreement and ARIANESPACE shall be entitled to terminate the
concerned Launch Services pursuant to the provisions of Article 19.

     

    
      	
              10.5

            	
              Waiver
      of Deferral, Withholding or Set-off

            


    

     

    Unless
otherwise specified in this Agreement or agreed to by the Parties, CUSTOMER
irrevocably waives any right to defer, withhold, or set-off by counterclaim or
other legal or equitable claim, all or any part of any payment under this
Agreement for any reason whatsoever. All payments due under this Agreement shall
be made in their entirety and on the dates specified in this
Agreement.

     

    
      
        
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    ARTICLE
11 -   LAUNCH POSTPONEMENTS

     

    
      	
              11.1

            	
              Each
      postponement of the Launch Period, the Launch Slot, the Launch Day or the
      Launch Time, for whatever reason, shall, for each particular Firm and/or
      Optional Launch under this Agreement, be governed solely by the terms and
      conditions provided in this Article 11. The Parties hereto expressly
      waive, renounce, and exclude any and all rights and remedies that may
      arise at law or in equity with respect to postponements that are not
      stated in this Article 11 or elsewhere in this Agreement, including but
      not limited to any right to seek consequential, special, incidental or
      punitive damages.

            


    

     

    
      	
              11.2

            	
              Postponements
      requested by CUSTOMER

            


    

     

    
      	
            	
              11.2.1

            	
              CUSTOMER
      shall have the right for any reason whatsoever, at any time, to postpone
      the Launch Period and, once determined, the Launch Slot or the Launch Day.
      The CUSTOMER's written notice for postponement shall indicate the new
      requested (i) Launch Period, or (ii) Launch Slot, or (ii) Launch Day, as
      the case may be.

            


    

     

    CUSTOMER
shall not be liable for postponement fees or liquidated damages should CUSTOMER
decide to postpone either a Launch Period, a Launch Slot or a Launch
Day.

     

    Notwithstanding
the above, and with the exception of Force Majeure events, it is agreed by the
Parties that in the event CUSTOMER requests a postponement in excess of SIXTY
(60) consecutive days to the then applicable Launch Day for a particular Launch
and such postponement request is made:

     

    
      	
               
      

            	
              (i)

            	
              after
      the start of the related Launch Campaign,
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              within
      an intermediate period not exceeding FIFTEEN (15) days separating the last
      day of the most recently completed Launch Campaign and the scheduled first
      day of the related Launch Campaign,

            


    

     

    then,
CUSTOMER shall indemnify ARIANESPACE for the direct additional costs (to the
exclusion of incidental and consequential damages, including but not limited to
loss of revenue and loss of business) sustained by the ARIANESPACE and its
contractors resulting from said Launch Day postponement with respect to the
related Launch Campaign and the subsequent back-to-back Launch Campaign. The
period of time between the last day of the related Launch Campaign and the
scheduled first day of the subsequent back-to-back Launch Campaign shall not
exceed FIFTEEN (15) days.

     

    The
indemnification by CUSTOMER of such direct additional costs in compliance with
the terms and conditions above shall be capped at [*] United States Dollars (US$
[*]) in total covering the related Launch Campaign and its subsequent
back-to-back Launch Campaign.

     

    The
Parties hereby agree to control and limit as much as possible those additional
costs.

     

    
      
        
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              11.2.1.1

            	
              If
      the CUSTOMER's written request relates to a Launch Period or a Launch Slot
      postponement, within ONE (1) week of receipt of such request, ARIANESPACE
      shall inform CUSTOMER whether a Launch Opportunity exists within the
      Launch Period, or within the Launch Slot requested, or will propose a new
      Launch Period or Launch Slot. CUSTOMER shall have FIFTEEN (15) days
      following receipt of ARIANESPACE's proposal to consent thereto in writing.
      In the event ARIANESPACE’s counterproposal is not acceptable to CUSTOMER,
      the Parties shall mutually agree within the TWO (2) following weeks to an
      alternative Launch Opportunity as near as possible to CUSTOMER’s
      request.

            


    

     

    
      	
               
      

            	
              11.2.1.2

            	
              If
      the CUSTOMER's written request relates to a Launch Day postponement, the
      choice of a new Launch Day shall be made by mutual agreement of the
      Parties, taking into account the technical needs and interests of CUSTOMER
      and of ARIANESPACE, the time necessary for the revalidation of the launch
      assembly complex consisting of the SOYUZ Launch Vehicle, the Launch Site,
      and the payload preparation assembly (EPCU), and meteorological
      forecasts.

            


    

     

    
      	
               
      

            	
              11.2.1.3

            	
              Notwithstanding
      the terms of 11.2.1 CUSTOMER can stop the final countdown sequence until
      Launch Time – 20 seconds. In the event that CUSTOMER has requested such
      postponement and technical reasons, including, without limitation,
      meteorological reasons preventing ARIANESPACE from performing the
      considered Launch on the Launch Day, the postponement shall be considered
      to be a postponement of the Launch
Day.

            


    

     

    
      	
            	
               
      

            	
              In
      the event that any Firm Launch is postponed by CUSTOMER beyond 31 December
      2011, the related Launch Associated Payment and Associated Services prices
      related to services yet to be performed shall be escalated by [*] per
      quarter from 01 January 2011 and pro rata to the revised Launch
      Day.

            


    

     

    
      	
               
      

            	
              11.2.1.4

            	
              In
      the event that the aggregate duration of postponements requested by
      CUSTOMER for the Optional Launch exceeds TWELVE (12) months, the related
      Launch Associated Payment and Associated Services prices for services yet
      to be performed shall be escalated by [*] per quarter, starting from the
      first day of the Launch Period established in accordance with
      Sub-paragraph 6.2.2(i) of Article 6 under this Agreement and pro rata to
      the revised Launch Day.

            


    

     

    
      	
              11.3

            	
              Launch
      postponement requested by
ARIANESPACE

            


    

     

    ARIANESPACE
shall not be liable for postponement fees or liquidated damages should
ARIANESPACE decide to postpone either a Launch Period, a Launch Slot or a Launch
Day.

     

    Notwithstanding
the above, and with the exception of Force Majeure events, it is agreed by the
Parties that in the event ARIANESPACE requests a postponement in excess of SIXTY
(60) consecutive days to the then applicable Launch Day for a particular Launch
and such postponement request is made:

     

    (i)           after
the start of the related Launch Campaign, or

    


    
      
        
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                (ii)

              	
                within
      an intermediate period not exceeding FIFTEEN (15) days separating the last
      day of the most recently completed Launch Campaign and the scheduled first
      day of the related Launch
Campaign,

              


      

    

     

    
      then,
ARIANESPACE shall indemnify CUSTOMER for the direct additional costs (to the
exclusion of incidental and consequential damages, including but not limited to
loss of revenue and loss of business) sustained by the CUSTOMER and its
contractors resulting from said Launch Day postponement with respect to the
related Launch Campaign and the subsequent back-to-back Launch Campaign. The
period of time between the last day of the related Launch Campaign and the
scheduled first day of the subsequent back-to-back Launch Campaign shall not
exceed FIFTEEN (15) days.

    

     

    The
indemnification by ARIANESPACE of such direct additional costs in compliance
with the terms and conditions above shall be capped at [*] in total covering the
related Launch Campaign and its subsequent back-to-back Launch
Campaign.

     

    The
Parties hereby agree to control and limit as much as possible those additional
costs.

     

    
      	
            	
              11.3.1

            	
              ARIANESPACE
      shall have the right to postpone the Launch Period and when determined,
      the Launch Slot or the Launch Day for the following
    reasons:

            


    

     

    
      
        	
              	
                a)

              	
                ARIANESPACE
      or its Associates encounter technical problems that prevent the Launch
      and/or the Launch Mission from taking place under satisfactory conditions
      of safety or reliability.

              


      

    

     

    
      	
            	
              
                b)

              

            	
              
                ARIANESPACE
      is requested to perform a replacement launch or to launch scientific
      satellite(s) whose missions may be degraded in the event of
      postponement.

              

            


    

     

    
      	
            	
              
                c)

              

            	
              
                ARIANESPACE
      postpones another contracted launch having an earlier  Launch
      Period or Launch Slot than CUSTOMER's
  Satellite(s).

              

            


    

     

    
      	
            	
              11.3.2

            	
              The
      Parties shall determine by mutual agreement a new Launch Period and/or a
      new Launch Slot as near as possible to the postponed one in accordance
      with the following criteria:

            


    

     

    
      	
               
      

            	
              -

            	
              Launch
      Opportunities;

            


    

     

    
      	
               
      

            	
              -

            	
              launch
      rank of Customer's Firm Launch or Optional
  Launch;

            


    

     

    The
Launch Day and the Launch Time within the new Launch Slot shall be determined by
ARIANESPACE according to the technical constraints of ARIANESPACE and CUSTOMER
and their respective interests.

     

    
      	
            	
              11.3.3

            	
              Any
      postponement by ARIANESPACE of the Launch Period, Launch Slot or Launch
      Day due to CUSTOMER's non-fulfillment of its obligations under this
      Agreement shall be considered to be requested by CUSTOMER in accordance
      with Paragraph 11.2 above as of the date of ARIANESPACE's decision to
      postpone the launch.

            


    

     

    
      
        
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              11.4

            	
              Any
      postponement provided for in this Article 11 shall not modify the payment
      schedule set forth in Paragraph 10.1 of Article 10 of this
      Agreement.

            


    

     

    
      Notwithstanding
the above, in the event of any postponement requested by ARIANESPACE to the
first day of the Launch Period or Launch Slot or to the Launch Day, as defined
in accordance with sub-paragraph 6.2.1(A)(i), 6.2.1(B)(i), 6.3, 6.4 and 6.5 of
Article 6 of this Agreement in excess of ONE HUNDRED FIFTY (150) days in respect
to the Launch Period, NINETY (90) days in respect to the Launch Slot or SIXTY
(60) days in respect to the Launch Day, and excluding postponements resulting
from the occurrence of Force Majeure, the Parties shall meet in good faith to
adjust accordingly the L* applicable to the payment plan set forth in Article
10.1. 

       

      
        
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    ARTICLE
12 -  RIGHT OF OWNERSHIP AND CUSTODY

     

    
      	
              12.1

            	
              The
      obligations of ARIANESPACE under this Agreement are strictly limited to
      the Services, and CUSTOMER acknowledges and agrees that at no time shall
      it have any right of ownership of, any other right in, or title to, the
      property that ARIANESPACE shall use in connection with the Launch
      Services, or shall place at CUSTOMER's disposal for the purpose of this
      Agreement, including, without limitation, the Launch Vehicle and the
      Launch Site of ARIANESPACE. Said property shall at all times be considered
      to be the sole property of
ARIANESPACE.

            


    

     

    
      	
              12.2

            	
              ARIANESPACE
      acknowledges and agrees that at no time shall it have any right of
      ownership, or any other right in, or title to, the property that CUSTOMER
      shall use for the Launch Services and the interface tests, including,
      without limitation, the Satellites and all equipment, devices and software
      to be provided by CUSTOMER on the Launch Site. Said property shall at all
      times be considered to be the sole property of
  CUSTOMER.

            


    

     

    
      	
              12.3

            	
              At
      all times during the performance by the Parties of this Agreement, each
      Party shall be deemed to have full custody and possession of its own
      property.

            


    

     

    
      
        
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    ARTICLE
13 -  REPLACEMENT LAUNCH

     

    
      	
              13.1

            	
              Terms

            


    

     

    
      	
            	
              13.1.1

            	
              For
      the Firm Launches and the Optional Launch, if any, CUSTOMER is entitled to
      request a Replacement Launch from ARIANESPACE subject to the conditions
      set forth in this Article 13. Any and all other rights and remedies of
      CUSTOMER are excluded whatever their
nature.

            


    

     

    
      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.

    

     

    
      	
            	
              13.1.2

            	
              CUSTOMER
      shall be entitled to have a Launch Slot for a Replacement Launch allocated
      to it by ARIANESPACE within TWELVE (12) months following the month
      ARIANESPACE has received a written request for Replacement Launch. Should
      CUSTOMER request a Launch Period beyond such TWELVE (12) month period,
      ARIANESPACE shall allocate the nearest Launch Opportunity, provided
      however that in no way shall the Launch Period requested by CUSTOMER
      extend beyond the THIRTY SIX (36) month period following the date of
      request for a Replacement Launch.

            


    

     

    
      	
            	
              13.1.3

            	
              The
      written request for a Replacement Launch shall be received by ARIANESPACE
      no later than the last day of the sixth full calendar month following the
      month in which the cause of the Launch Failure or the cause of the failure
      of either the Launch Mission or the Satellite(s) Mission has/have been
      established, but in no event later than, in the case of a Satellite(s)
      Mission failure, TWENTY-SEVEN (27) months following the date of
      Launch.

            


    

     

    The
written request for a Replacement Launch shall indicate the Launch Period
requested by CUSTOMER within one of the periods specified in Sub-paragraph
13.1.2 above. It is understood that the replacement Satellites and all
equipment, devices and software to be made available by CUSTOMER on the Launch
Site in order to make the replacement Satellites ready for launch shall be made
available to ARIANESPACE pursuant to the schedule of Part 3 of Annex 1 to this
Agreement.

     

    
      	
            	
              13.1.4

            	
              ARIANESPACE
      shall inform CUSTOMER, within the month following receipt of CUSTOMER's
      request for a Replacement Launch, whether or not a Launch Opportunity
      exists within the requested Launch Period and, in any event, shall
      allocate a Launch Slot to CUSTOMER, the first day of which shall be before
      the expiration of the TWELVE (12) calendar month period specified in
      Sub-paragraph 13.1.2 of Article 13 of this Agreement if the Launch Period
      requested by CUSTOMER is within that TWELVE (12) month period; otherwise
      ARIANESPACE shall allocate to CUSTOMER the nearest existing Launch
      Opportunity. The date allocated shall not begin earlier than the first day
      of the Launch Period requested by
CUSTOMER.

            


    

     

    
      	
            	
              13.1.5

            	
              The
      replacement Satellites shall be in accordance with the interface control
      document (DCI) governing CUSTOMER's
Satellites.

            


    

     

    
      
        
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              13.1.6

            	
              For
      any Replacement Launch, ARIANESPACE shall perform Launch Services which
      are equivalent to those documented in Annex 1 for Optional
      Launches.

            


    

     

    
      	
              13.2

            	
              General
      Conditions

            


    

     

    The
remuneration for the Replacement Launch Services and any Associated Services
shall be consistent with remuneration for the Optional Launch under Article 8 of
this Agreement and including any charges incurred by ARIANESPACE for
modification of equipment associated with the Launch Vehicle designated for the
Replacement Launch.

     

    The
Replacement Launch shall either be performed under an amendment to this
Agreement, or form the subject of a separate launch services agreement
substantially in the form of this Agreement.

     

    
      
        
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    ARTICLE
14 -  ALLOCATION OF POTENTIAL LIABILITIES AND RISKS

     

    
      	
              14.1

            	
              Allocation
      of Risks for loss, damage or bodily injury (including death) caused by one
      Party and/or its Associates to the Other Party and/or its
      Associates.

            


    

     

    
      	
            	
              14.1.1

            	
              Due
      to the particular nature of the Services, the Parties agree that any
      liability of ARIANESPACE or of CUSTOMER arising from the defective, late,
      or non-performance of ARIANESPACE's Services and CUSTOMER's technical
      obligations under this Agreement is, in all circumstances, including
      termination of this Agreement, in whole or in part, or a Launch Service
      under this Agreement, strictly limited to the liability expressly provided
      for in this Agreement. Except as provided in this Agreement, the Parties
      hereto expressly waive, renounce, and exclude any and all rights and
      remedies that may arise at law or in equity with respect to the Services,
      including but not limited to any right to seek consequential, special,
      incidental or punitive damages.

            


    

     

    
      	
            	
              14.1.2

            	
              Each
      Party shall bear any and all loss of or damage to property and any bodily
      injury (including death) and all consequences, whether direct or indirect,
      of such loss, damage or bodily injury (including death), and/or of a
      Launch Mission failure and/or of a Satellite Mission failure, which it or
      its Associates may sustain, directly or indirectly, arising out of or
      relating to this Agreement or the performance of this Agreement. Each
      Party irrevocably agrees to be bound by a no-fault, no-subrogation,
      inter-party waiver of liability and indemnity for such loss or damage or
      bodily injury (including death) and such consequences, and waives the
      right to make any claims or to initiate any proceedings whether judicial,
      arbitral, or administrative on account of any such loss, damage or bodily
      injury (including death) and/or Launch Mission failure and/or Satellite
      Mission failure against the other Party or that other Party's Associates
      arising out of or relating to this Agreement for any reason
      whatsoever.

            


    

     

    The
provisions above exclude, without limitation, any liability of ARIANESPACE or
its Associates for any loss or damages to CUSTOMER or its Associates, resulting
from the intentional destruction of the Launch Vehicle and the Satellite in
furtherance of launch range safety measures.

     

    Each
Party agrees to bear the financial and any other consequences of such loss,
damage or bodily injury (including death) and/or of a Launch Mission failure
and/or a Satellite Mission failure which it or its Associates may sustain,
without recourse to the other Party or the other Party's
Associates.

     

    If a
Party maintains insurance to protect itself against any of the risks indemnified
in this Article 14.1, and including insurance policies to be procured by
ARIANESPACE pursuant to Article 15, that Party shall cause its insurers covering
such risks to waive rights of subrogation against the other Party and against
the Associates of each Party.  Each Party shall require its Associates
to secure identical waivers of subrogation rights from their respective
insurers, as provided in Article 14.3.

     

    
      
        
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              14.1.3

            	
              In
      the event that one or more Associates of a Party shall proceed against the
      other Party and/or that Party's Associates as a result of such loss,
      damage or bodily injury (including death) and/or Launch Mission failure
      and/or Satellite Mission failure, the first Party shall indemnify, hold
      harmless, dispose of any claim, and defend, when not contrary to the
      governing rules of procedure, the other Party and/or its Associates, as
      the case may be, from any liability, cost or expense, including attorneys'
      fees, on account of such loss, damage or bodily injury (including death)
      and/or Launch Mission failure and/or Satellite Mission failure, and shall
      pay all costs and expenses and satisfy all judgments and awards which may
      imposed on or rendered against that other Party and or its
      Associates.

            


    

     

    
      	
              14.2

            	
              RESERVED.

            


    

     

    
      	
              14.3

            	
              Indemnification.

            


    

     

    Each
Party shall take all necessary and reasonable steps to prevent or cause the
withdrawal of claims for property loss or damage or bodily injury (including
death) by any Associate(s) involved in Launch Services activities. Each Party
shall require its Associate(s) to agree to a no-fault, no-subrogation,
inter-party waiver of liability and indemnity for such loss or damage or bodily
injury (including death) that its Associates sustain, identical to the Parties'
respective undertakings under this Article 14.


     

    
      	
              14.4

            	
              Liability
      for Property Loss or Damages and Bodily Injury Suffered by Third
      Parties.

            


    

     

    
      	
            	
              14.4.1

            	
              Without
      prejudice to Article 15, each Party shall be solely and entirely liable
      for all property loss or damage or bodily injury (including death)
      sustained, whether directly or indirectly, by any Third Party, which is
      caused by such Party or its Associates arising out of or relating to the
      performance of this Agreement.

            


    

     

    
      	
            	
              14.4.2

            	
              In
      the event of any proceeding, whether judicial, arbitral, administrative or
      otherwise, by a Third Party against one of the Parties or its Associates
      on account of any property loss or damage or bodily injury (including
      death), caused by the other Party, its property or its Associates or its
      (their) property, whether directly or indirectly, the latter Party shall
      indemnify and hold harmless the former Party and/or the former Party's
      Associates, as the case may be, and shall advance any funds necessary to
      defend their interests.

            


    

     

    
      	
              14.5

            	
              Infringement
      of Intellectual Property Rights of Third
  Parties.

            


    

     

    
      	
            	
              14.5.1

            	
              ARIANESPACE
      shall indemnify and hold CUSTOMER harmless with respect to any and all
      claims resulting from an infringement or claim of infringement of patent
      rights or any other intellectual property rights of any Third Party which
      may arise from CUSTOMER's use of ARIANESPACE's Services, including,
      without limitation, the use of any and all products, processes, articles
      of manufacture, supporting equipment, facilities, and services by
      ARIANESPACE in connection with said Services; provided however, that this
      indemnification shall not apply to an infringement of rights as set forth
      above that have been mainly caused by an infringement of a right of a
      Third Party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2
      of Article 14 of this Agreement.

            


    

     

    
      	
            	
              14.5.2

            	
              CUSTOMER
      shall indemnify and hold ARIANESPACE harmless with respect to any and all
      claims resulting from an infringement or claim of infringement of the
      patent rights or any other intellectual property rights of any Third Party
      arising out of or relating to CUSTOMER and its Associates with respect to
      the design or manufacture of the Satellite, or ARIANESPACE's compliance
      with specifications furnished by CUSTOMER with respect to the Launch
      Mission and the Satellite Mission.

            


    

     

    
      
        
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              14.5.3

            	
              The
      rights to indemnification provided hereunder shall be subject to the
      following conditions:

            


    

     

    
      	
               
      

            	
              14.5.3.1

            	
              The
      Party seeking indemnification shall promptly advise the other Party of the
      filing of any suit, or of any written or oral claim against it, alleging
      an infringement of any Third Party's rights, which it may receive relating
      to this Agreement.

            


    

     

    
      	
               
      

            	
              14.5.3.2

            	
              The
      Party sued or against whom the claim is otherwise made shall take no steps
      in the dispute with the Third Party, nor shall it reach a compromise or
      settlement, without the prior written approval of the other Party, which
      approval shall not be unreasonably withheld or
  delayed.

            


    

     

    
      	
            	
              14.5.4

            	
              The
      indemnifying Party shall assist in and assume, when not contrary to the
      governing rules of procedure, the defense of any claim or suit and/or
      settlement thereof, shall take all other steps which it may reasonably be
      expected to take, given the circumstances, and the obligations incurred by
      it under this Article 14, to avoid, settle, or otherwise terminate the
      dispute, and shall pay all litigation and administrative costs and
      expenses incurred in connection with the defense of any such suit,
      including fees and expenses of legal counsel, shall satisfy any judgments
      rendered by a court of competent jurisdiction in such suits, and shall
      make all settlement payments.

            


    

     

    
      	
            	
              14.5.5

            	
              In
      the event that ARIANESPACE, with respect to the Launch Services, and
      CUSTOMER, with respect to the Satellites, shall be the subject of the same
      court action or the same proceedings based on alleged infringements of
      patent rights or any other intellectual property rights of a Third Party
      pursuant to both Sub-paragraphs 14.5.1 and 14.5.2 hereof, ARIANESPACE and
      CUSTOMER shall jointly assume the defense and shall bear all damages,
      costs and expenses on a 50:50 basis during the court proceeding, subject
      to pro rata adjustment according to their respective liability as
      determined after the court proceeding. In the event of any problems in
      implementing the pro rata allocation of the amounts referred to in the
      immediately preceding sentence, the Parties shall undertake in good faith
      to resolve such problems.

            


    

     

    
      	
            	
              14.5.6

            	
              Neither
      Party's execution or performance of this Agreement grants any rights to or
      under any of either Party's respective patents, proprietary information,
      and/or data, to the other Party or to any Third Party, unless such grant
      is expressly recited in a separate written document duly executed by or on
      behalf of the granting Party.

            


    

     

    
      
        
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    ARTICLE
15 -  INSURANCE

     

    
      PART A -
FOR LAUNCH(ES) FROM THE KOUROU LAUNCH SITE

    

     

    
      	
              15.1.1

            	
              ARIANESPACE
      shall, for all Launch Missions under this Agreement, take out an insurance
      policy at no cost to CUSTOMER, to protect itself and CUSTOMER against
      liability for property loss or damage and bodily injury (including death)
      that Third Parties may sustain and that is caused
  by

            


    

     

    
      
        	
              	
                 (i)

              	
                activities
      of CUSTOMER and ARIANESPACE, their contractors, sub contractors, agents
      and/or suppliers, related to the launch services contract, at the Launch
      Site, and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                the
      Launch Vehicle, and/or the Satellite(s), and/or their components or any
      part thereof.

              


      

    

     

    
      Such
insurance policy shall name as additional insured:

    

     

    
      	
               
      

            	
              1)

            	
              The
      Government of France and, if relevant, the Government of
      Russia.

            


    

     

    
      	
               
      

            	
              2)

            	
              The
      Centre National d'Etudes Spatiales "C.N.E.S.", ROSCOSMOS if relevant, and
      any launching state as such term is defined in the Convention on
      International Liability for Damage Caused by Space Objects of
      1972.

            


    

     

    
      	
               
      

            	
              3)

            	
              The
      auxiliaries of any kind, whom ARIANESPACE and/or the C.N.E.S and/or
      ROSCOSMOS if relevant, would call for in view of the preparation and the
      execution of the launching
operations.

            


    

     

    
      	
               
      

            	
              4)

            	
              The
      European Space Agency "E.S.A." but only in its capacity as owner of
      certain facility and/or outfits located at the Centre Spatial Guyanais in
      Kourou and made available to ARIANESPACE and/or to the C.N.E.S. and/or, if
      relevant, ROSCOSMOS, for the purpose of the preparation and the execution
      of the launches.

            


    

     

    
      	
               
      

            	
              5)

            	
              The
      firms, who have participated in the design and/or in the execution or
      manufacturing and/or who have provided the components of the Satellite(s),
      Launch Vehicle, of its support equipment including propellants and other
      products either liquid or gaseous necessary for the functioning of the
      said Satellite(s) or Launch Vehicle or support equipment, their
      contractors, sub-contractors and
suppliers.

            


    

     

    
      	
               
      

            	
              6)

            	
              CUSTOMER
      on whose behalf ARIANESPACE executes or performs the Launch Services as
      well as its contractors, sub-contractors and
  suppliers.

            


    

     

    
      	
               
      

            	
              7)

            	
              Provided
      they act within the scope of their duties, the officers and directors,
      legal representatives, managing director, employees, agents and interim
      staff employed by ARIANESPACE or by any of additional insured mentioned in
      the preceding sub-paragraphs from 1 to 6
  (inclusive).

            


    

     

    
      	
              15.1.2

            	
              The
      insurance referred to in Paragraph 15.1 shall come into effect as
      follows:

            


    

     

    
      
        	
              	
                 (i)

              	
                for
      Paragraph 15.1.1 (i) above, as of the day CUSTOMER, its contractors, sub
      contractors, agents and/or suppliers arrive at the Launch Site until seven
      (7) days after the Launch,
and

              


      

    

     

    
      	
            	
              
                (ii)

              

            	
              
                for
      Paragraph 15.1.1 (ii) above, as of the day of the Launch concerned, and
      shall be maintained for a period of the lesser of TWELVE (12) months or so
      long as all or any part of the Launch Vehicle, and/or the Satellite(s),
      and/or their components remain in
orbit.

              

            


    

     

    
      
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              15.1.3 

            	
              The
      insurance policy shall be in the amount
of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Under
      Paragraph 15.1.1 (i) above, SIXTY MILLION NINE HUNDRED AND EIGHTY THOUSAND
      Euros (€ 60 980 000),

            


    

     

    
      
        	
              	
                (ii)

              	
                Under
      Paragraph 15.1.1 (ii) above, SIXTY MILLION NINE HUNDRED AND EIGHTY
      THOUSAND Euros (€ 60 980 000). ARIANESPACE shall settle all liabilities,
      and shall indemnify and hold CUSTOMER harmless from property loss or
      damage and bodily injury (including death) arising from the Services when
      caused to Third Parties by the Launch Vehicle, and/or the Satellite(s),
      and/or their components or any part thereof including during the period
      provided for in Paragraph 15.1.2 (ii) above for any amount in excess of
      the insured limits of said insurance
policy.

              


      

    

     

    
      PART B -
FOR LAUNCH(ES) FROM THE BAÏKONUR LAUNCH SITE

    

     

    
      	
              15.2.1

            	
              ARIANESPACE
      shall, for all Launch Missions under this Agreement, take out an insurance
      policy at no cost to CUSTOMER, to protect itself and CUSTOMER against
      liability for property loss or damage and bodily injury (including death)
      that Third Parties may sustain and that is caused
  by

            


    

     

    
      	
               
      

            	
              (i)

            	
              activities
      of CUSTOMER and ARIANESPACE, their contractors, sub contractors, agents
      and/or suppliers, related to the launch services contract, at the Launch
      Site, and

            


    

     

    
      
        	
              	
                (ii)

              	
                the
      Launch Vehicle, and/or the Satellite(s), and/or their components or any
      part thereof.

              


      

    

     

    
      Such
insurance policy shall name as additional insured:

    

     

    
      	
               
      

            	
              1)

            	
              The
      Government of Russia and, if relevant, the Government of
      France,

            


    

     

    
      	
               
      

            	
              2)

            	
              ROSCOSMOS
      and any launching state as such term is defined in the Convention on
      International Liability for Damage Caused by Space Objects of
      1972.

            


    

     

    
      	
               
      

            	
              3)

            	
              The
      auxiliaries of any kind, whom ARIANESPACE and/or ROSCOSMOS, would call for
      in view of the preparation and the execution of the launching
      operations.

            


    

     

    
      	
               
      

            	
              4)

            	
              KBOM
      and Kosmotrans but only in their capacity as owner of certain facilities
      and/or outfits located at BAÏKONUR launch site and made available to
      ARIANESPACE and/or ROSCOSMOS, for the purpose of the preparation and the
      execution of the launches.

            


    

     

    
      	
               
      

            	
              5)

            	
              The
      firms, who have participated in the design and/or in the execution or
      manufacturing and/or who have provided the components of the Satellite(s),
      Launch Vehicle, of its support equipment including propellants and other
      products either liquid or gaseous necessary for the functioning of the
      said Satellite(s) or Launch Vehicle or support equipment, their
      contractors, sub-contractors and
suppliers.

            


    

     

    
      	
               
      

            	
              6)

            	
              CUSTOMER
      on whose behalf ARIANESPACE executes or performs the Launch Services as
      well as its contractors, sub-contractors and
  suppliers.

            


    

     

    
      	
               
      

            	
              7)

            	
              Provided
      they act within the scope of their duties, the officers and directors,
      legal representatives, managing director, employees, agents and interim
      staff employed by ARIANESPACE or by any of additional insured mentioned in
      the preceding sub-paragraphs from 1 to 6
  (inclusive).

            


    

     

    
      
        
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36

    

     

    
      	
              15.2.2

            	
              The
      insurance referred to in Paragraph 15.2.1 shall come into effect as
      follows:

            


    

     

    
      
        	
              	
                 (i)

              	
                for
      Paragraph 15.2.1 (i) above, as of the day CUSTOMER, its contractors, sub
      contractors, agents and/or suppliers begin the launch campaign and until
      its end,

              


      

    

     

    
      
        	
              	
                (ii)

              	
                for
      Paragraph 15.2.1 (ii) above, as of Intentional Ignition and shall be
      maintained for a period of the lesser of TWELVE (12) months or so long as
      all or any part of the Launch Vehicle, and/or the Satellite(s), and/or
      their components remain in
orbit.

              


      

    

     

    
      	
              15.2.3

            	
              The
      insurance policy shall be in the amount
of:

            


    

     

    
      
        	
              	
                (i)

              	
                Under
      Paragraph 15.2.1 (i) above, SIXTY MILLION United States Dollars (US
      $60,000,000.),

              


      

    

     

    
      
        	
              	
                (ii) 

              	
                Under
      Paragraph 15.2.1 (ii) above, ONE HUNDRED MILLION United States Dollars (US
      $100,000,000).

              


      

    

     

    
      
        
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37

    

     

    
      ARTICLE
16 - OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION CONFIDENTIALITY/PUBLIC
STATEMENTS

    

     

    
      	
              16.1

            	
              Title
      to all documents, data, and written information furnished to CUSTOMER by
      ARIANESPACE or its Associates during the performance of this Agreement
      shall remain exclusively with
ARIANESPACE.

            


    

     

    
      	
              16.2

            	
              Title
      to all documents, data, and written information furnished to ARIANESPACE
      by CUSTOMER or its Associates during the performance of this Agreement
      shall remain exclusively with CUSTOMER or with said Associates as to their
      respective documents, data, and written
  information.

            


    

     

    
      	
              16.3

            	
              Each
      Party shall use the documents, data, and written information supplied to
      it by the other Party or the other Party's Associates solely for the
      performance of this Agreement and any activities directly related
      thereto.

            


    

     

    
      	
              16.4

            	
              To
      the extent necessary for the performance of this Agreement, each Party
      shall be entitled to divulge to its own Associates the documents, data,
      and written information received from the other Party or from the other
      Party's Associates in connection herewith, provided that such receiving
      person shall have first agreed to be bound by the nondisclosure and use
      restrictions of this Agreement.

            


    

     

    
      	
              16.5

            	
              Subject
      to the provisions of Paragraph 16.4, neither Party shall divulge any
      documents, data, or written information that it receives from the other
      Party or the other Party's Associates, but shall protect all such
      documents and written information that are marked with an appropriate and
      valid proprietary or confidentiality legend from unauthorized disclosure
      except as provided herein, in the same manner as the receiving Party
      protects its own confidential information; provided, however, that each
      Party shall have the right to use and duplicate such documents, data, and
      written information for any Party purpose subject to the nondisclosure
      requirements and use restrictions provided
  herein.

            


    

     

    If the
information disclosed by one Party to the other Party or by or to their
respective Associates is deemed confidential by the disclosing Party or
Associate and is verbal, not written, such verbal confidential information shall
be identified prior to disclosure as confidential and, after acceptance by and
disclosure to the receiving Party, shall be reduced to writing promptly, labeled
confidential, but in no event later than TWENTY (20) days thereafter, and
delivered to the receiving Party in accordance with this Paragraph.

     

    
      	
              16.6

            	
              The
      obligation of the Parties to maintain the confidentiality of documents,
      data, and written information shall not apply to documents, data, and
      written information that:

            


    

     

    
      	
               
      

            	
              -

            	
              are
      not properly marked as confidential or
  proprietary;

            


    

     

    
      	
               
      

            	
              -

            	
              are
      in the public domain;

            


    

     

    
      	
               
      

            	
              -

            	
              shall
      come into public use, by publication or otherwise, and due to no fault of
      the receiving Party;

            


    

     

    
      	
               
      

            	
              -

            	
              the
      receiving Party can demonstrate were legally in its possession at the time
      of receipt;

            


    

     

    
      
        
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              -

            	
              are
      rightfully acquired by the receiving Party from Third
    Parties;

            


    

     

    
      	
               
      

            	
              -

            	
              are
      commonly disclosed by ARIANESPACE or its
  Associates;

            


    

     

    
      	
               
      

            	
              -

            	
              are
      inherently disclosed in any product or provision of any service marketed
      by ARIANESPACE or its Associates;

            


    

     

    
      	
               
      

            	
              -

            	
              are
      independently developed by the receiving
Party;

            


    

     

    
      	
               
      

            	
              -

            	
              are
      approved for release by written authorization of the disclosing Party;
      or

            


    

     

    
      	
               
      

            	
              -

            	
              are
      required, but only to the extent necessary, to be disclosed pursuant to
      governmental or judicial order, in which event the Party concerned shall
      notify the other Party of any such requirement and the information
      required to be disclosed prior to such
  disclosure.

            


    

     

    
      	
              16.7

            	
              The
      provisions of this Article 16 shall survive the completion of performance
      of Services under this Agreement and shall remain in full force and effect
      for a period of FIVE (5) years after the term of this Agreement. However,
      each Party shall be entitled to destroy documents, data, and written
      information received from the other Party, or to return such documents,
      data, or written information to the other Party, at any time after
      Launch.

            


    

     

    
      	
              16.8

            	
              This
      Agreement and each part hereof shall be considered to be confidential by
      both Parties. Except when disclosed to Associates, any disclosure of the
      same by one Party shall require the prior written approval of the other
      Party, which approval shall not be unreasonably withheld or
      delayed.

            


    

     

    Each
Party shall obtain the prior written approval of the other Party only through
such Party's authorized representative concerning the content and timing of news
releases, articles, brochures, advertisements, speeches, and other information
releases concerning the work performed or to be performed hereunder by either
Party and/or its Associates. Each Party agrees to give the other Party
reasonable advance notice for review of any material submitted to the other
Party for approval under this Paragraph.

     

    
      
        	
                16.9 

              	
                Nothing
      contained herein shall be deemed to prohibit either Party from disclosing
      this Agreement, in whole or in part, or information relating thereto (i)
      as may be required by the rules and regulations of a government agency
      with jurisdiction over the disclosing Party or a stock exchange on which
      the disclosing Party’s shares are then listed, (ii) as may be required by
      a subpoena or other legal process (iii) in any action to enforce its
      rights under this Agreement, (iv) to its lenders under appropriate
      assurances of confidentiality for the benefit of the disclosing Party or
      (v) to its auditors, attorneys and other professional advisors in the
      ordinary course, provided that such auditors, attorney and advisors have
      contractual or professional obligations to maintain the confidentiality of
      the disclosed material. The disclosing Party shall use reasonable efforts
      to disclose only such information as it believes in good faith it is
      legally required to disclose pursuant to clauses (i) or (ii), above, and
      will seek, to the extent reasonably available under applicable rules, to
      obtain confidential treatment for any information either Party reasonably
      considers trade secrets and that is required to be disclosed. For the
      purpose of herein above items (i) through (v), the disclosing Party shall
      provide the other Party with a reasonable opportunity in advance of
      disclosure to request redactions or deletions of specific terms and
      provisions of the Agreement and shall accommodate those requests to the
      extent reasonably consistent with applicable confidential treatment
      rules.

              


      

    

     

    
      
        
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39

       

    

    ARTICLE
17 - PERMITS AND AUTHORIZATIONS - GROUND STATIONS

     

    
      	
              17.1

            	
              The
      obligations of ARIANESPACE are limited to the Services set forth in this
      Agreement. CUSTOMER shall be obligated to obtain all required permits,
      authorizations, or notices of non-opposition from all national or
      international, public or private authorities having jurisdiction over the
      Satellites and the Satellite
Mission.

            


    

     

    
      	
              17.2

            	
              CUSTOMER
      shall also be obligated to obtain all required government permits and
      authorizations for delivery of the Satellites and all equipment, devices
      and software to be provided by CUSTOMER on the Launch Site in order to
      prepare the Satellite for launch, from its country of origin to the Launch
      Site, and, the use of the Satellite's ground stations. ARIANESPACE shall
      make its reasonable efforts to inform CUSTOMER of any specifically
      required government permits and authorizations and shall assist CUSTOMER
      in obtaining such documentation.

            


    

     

    
      	
              17.3

            	
              ARIANESPACE
      agrees to assist and support CUSTOMER and its Associates, at no expense,
      with any administrative matters related to the importation to the Launch
      Site of the Satellites and all equipment, devices and software to be
      provided by CUSTOMER on the Launch Site in order to prepare the Satellites
      for launch, and their storage and possible return, as well as to the
      entry, stay, and departure of CUSTOMER and its
  Associates.

            


    

     

    
      
        
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40

       

    

    ARTICLE
18 - TERMINATION BY CUSTOMER

     

    
      	
              18.1

            	
              CUSTOMER
      shall have the right to terminate (“Termination for Convenience”) any
      particular Launch or Services, in whole or in part, under this Agreement
      at any time, for any reason whatsoever, prior to the Launch concerned.
      CUSTOMER's right is not subject to any condition, and shall cover
      termination situations for reasons of convenience as well as those of
      delay or impossibility of performance in which one of the Parties may find
      themselves. Notice of Termination for Convenience shall be given by
      registered letter or prepaid international courier service, with
      confirmation of receipt, and termination shall take effect THIRTY (30)
      days from receipt of such letter by ARIANESPACE.  In case of
      such termination, ARIANESPACE shall immediately stop Services as directed
      in the notice of termination and make its reasonable best efforts to
      mitigate costs.

            


    

     

    
      	
              18.2

            	
              In
      case of Termination for Convenience by CUSTOMER, ARIANESPACE shall be
      entitled for the Launch Services terminated to the following termination
      fees, which shall be the sole remedy available to ARIANESPACE for any and
      all impacts associated with such
termination.

            


    

     

    
      The
Parties agree that the Termination Fees are liquidated damages which are
intended to compensate ARIANESPACE for its damages, which are difficult or
impossible to estimate, and that the Termination Fees are reasonable measures of
ARIANESPACE’s damages.

    

     

    
      	
            	
              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 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-21 to C-18 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-18 to C-15 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-15 to C-10 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-10 to C-7 months

                	 
      	
                  [*]%

                	 
      
	
                  After
      C-7 months (*)

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

                	 
      


        

      

    

     

    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 months shall be [*]%.

     

    
      
        
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              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 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-21 to C-18 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-18 to C-15 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-15 to C-10 months

                	 
      	
                  [*]%

                	 
      
	
                  From
      C-10 to C-7 months

                	 
      	
                  [*]%

                	 
      
	
                  After
      C-7 months

                	 
      	
                  [*]%

                	 
      


        

      

    

     

    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.

            


    

     

    
      	
            	
              18.2.4

            	
              Termination
      fees are due by CUSTOMER to ARIANESPACE as of the effective date of
      termination and payable within THIRTY (30) days of receipt by CUSTOMER of
      the corresponding invoice from ARIANESPACE. Any sums paid by CUSTOMER (to
      the exclusion of interest for late payment) prior to the effective date of
      termination of the launch concerned shall be credited to the above
      termination fees amount. Any amount paid by CUSTOMER in excess of said
      termination fees shall be refunded by ARIANESPACE to
    CUSTOMER.

            


    

     

    
      
        	
                18.3

              	
                In
      the event that the aggregate of all postponements requested by ARIANESPACE
      under Sub-paragraph 11.3.1 of Article 11 of this Agreement should result
      in ARIANESPACE delaying any one CUSTOMER's Launch Services under this
      Agreement by more than TWELVE (12) months, CUSTOMER shall have the right,
      upon THIRTY (30) days prior written notice to ARIANESPACE to terminate
      (“Termination for Cause”) the Launch Services
  concerned.

              


      

    

     

    
      In such a
case, ARIANESPACE shall promptly refund to CUSTOMER all payments made by
CUSTOMER for said Launch Services and such right of refund shall be the
CUSTOMER’s sole and exclusive remedy on account of such termination. In such an
event, CUSTOMER shall be liable only for the payment of Associated Services
performed, at CUSTOMER's cost, prior to the date of
termination.

    

     

    
      
        
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42

    

     

    However,
postponements resulting from (i) events of Force Majeure; and/or (ii) any
replacement launch performed or to be performed by ARIANESPACE; and/or (iii) any
damage caused by CUSTOMER and/or its Associates to the property of ARIANESPACE
and/or the property of its Associates; and/or (iv) any bodily injury (including
death) caused by CUSTOMER and/or its Associates to ARIANESPACE and/or its
Associates shall not be taken into account for the computation of the above
mentioned TWELVE (12) month period.
 

    
      
        
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      Page
43

    

     

    ARTICLE
19 - TERMINATION BY ARIANESPACE

     

    
      	
              19.1

            	
              In
      the event that CUSTOMER fails to comply with its payment obligations
      pursuant to the payment schedule and other payment dates set forth in this
      Agreement for the Launch Services under this Agreement, and does not pay
      within SEVEN (7) days after the date of receipt of a written notice to
      that effect issued after expiry of the total SIXTY (60) days late payment
      period referred to in Paragraph 10.4 of Article 10, ARIANESPACE shall be
      entitled to terminate the Launch Services or the Launch Service Agreement
      by registered letter or prepaid international courier service, with
      confirmation of receipt.

            


    

     

    
      	
              19.2

            	
              In
      the event of termination by ARIANESPACE pursuant to the provisions of this
      Article 19, the Termination Fees set forth in Paragraph 18.2 of Article 18
      of this Agreement shall apply.  Any sums paid by CUSTOMER (to
      the exclusion of interest for late payment) prior to the effective date of
      termination of the launch concerned shall be credited to the above
      referred termination fees amount. Any amount paid by CUSTOMER in excess of
      said termination fees shall be refunded by ARIANESPACE to
      CUSTOMER.

            


    

     

    
      
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    ARTICLE
20 - APPLICABLE LAW

     

    This
Agreement shall govern the relationship between the Parties as to the subject of
this Agreement. To the extent the Parties have failed to address any question
arising hereunder, or in the event of the need for any interpretation of any
term of this Agreement, the laws of France shall be applied, unless the
resulting interpretation is contrary to the explicit terms or the underlying
common intentions of the Parties.

     

    
      
        
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45

    

     

    ARTICLE
21 - ARBITRATION

     

    In the
event of any dispute arising out of or relating to this Agreement, the Parties
shall use their best efforts to reach an amicable settlement within THIRTY (30)
days of one Party notifying the other of a dispute. If an amicable settlement
cannot be achieved, the dispute shall be referred to the Chief Executive Officer
of ARIANESPACE and of CUSTOMER, who will use their best efforts to reach a
settlement within THIRTY (30) days. Should an amicable settlement fail to be
resolved within SIXTY (60) days of one Party notifying the other of a dispute,
the dispute shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce ("I.C.C.") in Geneva by ONE (1) arbitrator
appointed in accordance with the then existing rules of the I.C.C.. The
arbitration shall be conducted in the English language. The award of the
arbitrator shall be final, conclusive and binding, and the execution thereof may
be entered in any court having jurisdiction.

     

    
      
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    Page 46

     

    ARTICLE
22 - COMPLIANCE WITH U.S. LAWS AND DIRECTIVES

     

    
      	
              22.1

            	
              General

            


    

     

    Each
Party shall, at its expense, perform its obligations hereunder in accordance
with all applicable laws, regulations, and policies of the United States and the
conditions of all applicable United States Government approvals, permits, or
licenses.


     

    
      	
              22.2

            	
              Compliance
      with U.S. Export Control Laws

            


    

     

    ARIANESPACE
shall, at its expense, perform the Services in accordance with all applicable
export control laws, regulations, and policies of the United States and the
conditions of all applicable United States Government approvals, permits, and
licenses.

     

    Any
obligation of ARIANESPACE hereunder to perform the Services, including
deliverable data, other technical information, technical/defense services, or
any access to ARIANESPACE or its subcontractor facilities shall be subject to
applicable U.S. Government export control and security laws, regulations,
policies and license conditions.  The Parties shall work cooperatively
and in good faith to implement this Agreement in compliance with such laws,
regulations, policies and license conditions, including without limitation, U.S.
Government-approved export agreement(s). ARIANESPACE shall promptly notify
CUSTOMER of any occurrence or change in circumstances of which it becomes aware
that is relevant to or affects such export licenses, agreements and
approvals.

     

    In
particular Technical Assistance Agreement (DTC Case TA [*], and all subsequent
amendments), as approved by the U.S. Department of State shall have over-riding
authority in the implementation of this Agreement.

     

    
      
        
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47

    

     

    ARTICLE
23 - MISCELLANEOUS

     

    
      	
              23.1

            	
              Working
      language

            


    

     

    All
communications between the Parties and between CUSTOMER and its Associates on
the Launch Site, and between ARIANESPACE and its Associates on the Launch Site
with CUSTOMER's personnel and that of its Associates, shall be made in
English.

     

    ALL
COMMUNICATIONS BETWEEN THE ARIANESPACE AND THE CUSTOMER SHALL BE IN ENGLISH.
This includes all contractual exchanges, program documentation released to the
Customer, technical interchange meetings, contractual program reviews, meeting
minutes, action items and responses, etc. As required, Arianespace shall provide
English translation services.

     

    All
written communications to the Customer which involve the Russian partner(s)
shall be written in English.  Notwithstanding, the final released
versions of the Mission Analysis Reports will be in dual English and Russian
format.

     

    For all
meetings with the Customer which involve the participation of the Russian
partner(s), Arianespace shall provide English translation services.

     

    English
shall be the working language from the effective date of contract through
completion of the final launch service.

     

    
      	
              23.2

            	
              Notices

            


    

     

    Unless
expressly provided otherwise under this Agreement, all communications and
notices to be given by one Party to the other in connection with this Agreement
shall be in writing and in the language of this Agreement and shall be sent by
registered mail or electronic mail or by pre-paid international courier service,
with confirmation of receipt, to the following addresses (or to such address as
a Party may designate by written notice to the other Party):

     

    
      
        
          	
                  ARIANESPACE

                	
                  CUSTOMER

                
	 	 
	
                  Boulevard
      de l’Europe – BP 177

                  91006
      EVRY- COURCOURONNES

                  Cedex
      - FRANCE

                   

                  Attention:  [*]

                  Telephone:
      [*]

                  E-mail:
      [*]

                	
                  Globalstar,
      Inc.

                  461
      South Milpitas Blvd.

                  Milpitas,
      CA  95035  U.S.A.

                   

                  Attention:   [*]

                  Telephone:  [*]

                  E-mail:
      [*]

                


        

      

    

     

    
      	
              23.3

            	
              Waiver

            


    

     

    Waiver on
the part of either ARIANESPACE or CUSTOMER of any term, provision, or condition
of this Agreement shall only be valid if made in writing and accepted by the
other Party. Said acceptance shall not obligate the Party in question to waive
its rights in connection with any other previous or subsequent breaches of this
Agreement.

     

    
      
        
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              23.4

            	
              Headings

            


    

     

    The
headings and sub-headings used in this Agreement are provided solely for
convenience of reference, and shall not prevail over the content of the Articles
of this Agreement.

     

    
      	
              23.5

            	
              Assignment

            


    

     

    Neither
Party shall be entitled to assign its rights and obligations under this
Agreement, in whole or in part, without the prior written consent of the other
Party.  Such consent may not be unreasonably withheld or
withdrawn.

     

    Notwithstanding
the foregoing, either Party shall have the right to assign, in whole and not in
part, its rights, title and interest on and to this Agreement to a wholly-owned
subsidiary, or to a qualified successor in case of merger, consolidation or
reorganization or transfer of all of its assets without the other Party’s prior
consent,(i) provided such successor shall not be a competitor to or comprise
among its significant shareholders a competitor to the other Party (ii) and
provided that (a) it can be demonstrated to the reasonable satisfaction of the
other party that such assignee has the financial capacity and willingness to
meet all contractual obligations to the other Party and (b) the assignee has
expressly assumed all the obligations of said Party and all terms and conditions
applicable to said Party under this Agreement.

     

    Notwithstanding
the above, CUSTOMER shall not be permitted, without Arianespace’s consent, to
assign its rights, title, interests or obligations under this Agreement with
respect to Optional Launches to any other entity than whom the entire Agreement
is assigned.

     

    
      	
              23.6

            	
              Entire
      Agreement and Modifications

            


    

     

    This
Agreement constitutes the entire understanding between the Parties, and
supersedes all prior and contemporaneous discussions between the Parties with
respect to the subject matter of this Agreement. Neither Party shall be bound by
the conditions, warranties, definitions, statements, or documents previous to
the execution of this Agreement, unless this Agreement makes express reference
thereto. Any actions subsequent to the execution of this Agreement undertaken
pursuant to an agreement shall be in writing and signed by duly authorized
representatives of each of the Parties, which agreement shall expressly state
that it is an amendment to this Agreement.

     

    
      	
              23.7

            	
              Registration
      of CUSTOMER's Satellites

            


    

     

    CUSTOMER
shall be responsible to ensure that the Satellites are properly registered by a
state of registry in accordance with the Convention on Registration of Objects
Launched into Outer Space of 1974.

     

    
      
        
          Commercial
in Confidence

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      Page
49

    

     

    ARTICLE
24 - EFFECTIVE DATE

     

    This
Amended and Restated Launch Services Agreement shall enter into force upon
signature by the TWO (2) Parties with retroactive effect on September 5th,
2007.  This Amended and Restated Launch Services Agreement includes
all amendments through 24 June 2009.

     

    Executed
in TWO (2) originals on 09 March 2010.

     

    
      
        
          
            
              
                
                  	
                           
      ARIANESPACE

                        	 
      	
                          GLOBALSTAR,
      INC.

                        
	
                           
      Name: Jean-Yves LE GALL

                        	 
      	
                          Name:
      Anthony J. NAVARRA

                        
	
                           
      Title: Chairman and Chief Executive Officer

                        	 
      	
                          Title:
      President

                        
	 
      	 
      	 
      
	
                           
      Signature 

                        	
                          /s/ 
      Jean-Yves LE GALL

                        	 
      	
                          Signature

                        	
                           /s/ 
      Anthony J.
NAVARRA

                        


                

              

            

          

        

      

    

     

    
      
        
          Commercial
in Confidence

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ANNEX

     

    
      
        
          Commercial
in Confidence