Unassociated Document


    Exhibit
10.2

    


    CONFIDENTIAL
TREATMENT

    


    Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934. Such portions are marked “[*]”
in this document; they have been filed separately with the
Commission.

    


    
      	
              

            	
              

            


    

    


    AMENDMENT
NO. 4

    


    TO

    


    CONTRACT
NUMBER GINC-C-08-0390

    


    BETWEEN

    


    GLOBALSTAR,
INC.

    


    AND

    


    HUGHES
NETWORK SYSTEMS, LLC

    


    FOR

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM

     

     

     

    HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Amendment No. 4 ("Amendment") is entered into effective as of March 24, 2010
("Effective Date"), by and between Hughes Network Systems, LLC, a limited
liability company organized under the laws of Delaware (hereinafter referred to
as the "Contractor") with its principal place of business at 11717 Exploration
Lane Germantown, Maryland 20876 USA, and Globalstar, Inc., a company
incorporated under the laws of Delaware with its principal place of business at
461 South Milpitas Boulevard, Milpitas, California 95035 (hereinafter referred
to as "Globalstar" or "Customer").  As used herein, Contractor and
Globalstar may be referred to individually as a "Party" and collectively as the
"Parties".

    


    WHEREAS,
the Parties entered into Contract No. GINC-C-08-0390 for the delivery of the
Radio Access Network (“RAN”) and the User Terminal Subsystem ("UTS")
("Contract");

    


    WHEREAS,
the Parties entered into a Letter Agreement, dated September 22, 2008, for the
deferral of payment of certain Payment Milestones ("Deferred Payments") under
the Contract, subject to interest;

    


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

    


    WHEREAS,
the Parties entered into Amendment No. 2, dated August 28, 2009, to the Contract
to extend the schedule of the RAN and UTS program by fifteen (15) months and to
revise certain payment milestones and program milestones to reflect the revised
program timeline;

    


    WHEREAS,
the Parties entered into Amendment No. 3, dated September 21, 2009, to the
Contract to supersede Exhibit A, Statement of Work (Revision A) with Exhibit A,
Statement of Work (Revision B) dated September 18, 2009 that revised the program
management schedule;

    


    WHEREAS,
the Parties have agreed to implement certain Contract Change Notices submitted
by Contractor pertaining to new features for the RAN and UTS via Authorization
To Proceed ("ATP"), Globalstar Letter PJR0110-001 dated 25 January 2010 and
pertaining to changes to Exhibit B, Technical Specifications, and now desire to
issue this Amendment to formally incorporate the ATP and the Exhibit B,
Technical Specifications into the Contract;

    


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

    


    1.   
        Exhibit A, Statement of Work
(Revision B), dated September 18, 2009, shall be deleted and replaced in its
entirety by a new Exhibit A, Statement of Work (Revision C), dated March 24,
2010.

    
 

    2.  
         Exhibit B1, System
Technical Specifications (Revision A), dated May 1, 2008, shall be deleted and
replaced in its entirety by a new Exhibit B1, System Technical Specifications
(Revision B), dated March 24, 2010.

    


    3.    
       Exhibit B2, RAN Technical
Specifications (Revision A), dated May 1, 2008, shall be deleted and replaced in
its entirety by a new Exhibit B2, RAN Technical Specifications (Revision B),
dated March 24, 2010.

     

     

     

    HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.     
      Exhibit B3, UTS Technical Specifications
(Revision A), dated May 1, 2008, shall be deleted and replaced in its entirety
by a new Exhibit B3, UTS Technical Specifications (Revision B), dated March 24,
2010.

    


    5.      
     Exhibit C, Pricing Schedule and Payment Plan
(Revision C), dated August 28, 2009, shall be deleted and replaced in its
entirety by a new Exhibit C, Pricing Schedule and Payment Plan (Revision D),
dated March 24, 2010.

    


    6.       
    The text in Article 4. Price is replaced in its entirety
by the following new text:

    


    The total
Contract Value shall be a firm fixed-price One Hundred Three Million Seven
Hundred Thirty Nine Thousand Six Hundred Eighty Eight and Sixty Two Cents
($103,739,688.62) United States Dollars for the Work which may be amended from
time to time in accordance with this Contract.  The pricing details
and payment plan are set forth in Exhibit C hereto, entitled Pricing Schedule
and Payment Plan.

    


    7.        
   Article 27(A) is replaced in its entirety by the following new
Article 27(A):

    


    
      	
              A.

            	
              The
      Contractor has identified the Key Personnel for the following positions to
      perform the services and staff the Work, working until successful
      completion of the Work performed hereunder (individually a “Key Person”
      and collectively the “Key Personnel”) as
  follows:

            


    

    


    
      
        
          	
                  Position

                	 
      	
                  Name

                
	
                  Principal
      RAN System Architect

                	 
      	
                  [*]

                
	
                  Principal
      Radio Channel System (RCS) Architect

                	 
      	
                  [*]

                
	
                  Principal
      Radio Network Control (RNC) Architect

                	
                    

                	
                  [*]

                


        

      

    

    


    8.           Articles
28(A) and 28(B) are replaced in their entirety by the following new Articles
28(A) and 28(B):

    


    
      	
            	
              A.

            	
              [*]
      is assigned as Globalstar's Program Manager with authority to issue
      technical direction within the scope of this Contract.  [*] is
      assigned as Contractor's Program Manager with authority to accept such
      direction.  Notwithstanding Article 27(A), the foregoing Program
      Managers are authorized (i) to initial the Exhibits and any modifications
      thereto (except Exhibit C), and (ii) to execute the waivers of technical
      compliance with the specifications in the
  Exhibits.

            


    

    


    
      	  	
              B.

            	
              All
      contractual correspondence to Globalstar will be addressed to (with copy
      to the Program Manager):

            


    

    


    
      	
               
      

            	
              [*]

            


    

    
      	
               
      

            	
              Globalstar,
      Inc.

            


    

    
      	
               
      

            	
              461
      South Milpitas Blvd.

            


    

    
      	
               
      

            	
              Milpitas,
      CA  95035

            


    

    
      	
               
      

            	
              Tel:  [*]

            


    

    
      	
               
      

            	
              Email:  [*]

            


    

    
      	
               
      

            	 


    

     

     

     

    2

    HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
technical correspondence to Globalstar will be addressed to:

    


    
      	
               
      

            	
              [*]

            


    

    
      	
               
      

            	
              Globalstar,
      Inc.

            


    

    
      	
               
      

            	
              461
      South Milpitas Blvd.

            


    

    
      	
               
      

            	
              Milpitas,
      CA  95035

            


    

    
      	
               
      

            	
              Tel:  [*]

            


    

    
      	
               
      

            	
              Email:  [*]

            


    

    


    
      All
contractual correspondence to Contractor will be addressed to (with copy to the
Program Manager):

    

    


    [*]

    Senior
Counsel

    Hughes
Network Systems, LLC

    11717
Exploration Lane

    Germantown,
MD  20876

    
      	
               
      

            	
              Tel:  [*]

            


    

    
      	
               
      

            	
              Email:  [*]

            


    

    


    
      All
technical correspondence to Contractor will be addressed to:

    

    


    [*]

    Hughes
Network Systems, LLC

    11717
Exploration Lane

    Germantown,
MD  20876

    
      	
               
      

            	
              Tel:  [*]

            


    

    
      	
               
      

            	
              Email:  [*]

            


    

    


    9.           This
Amendment supersedes Authorization To Proceed (“ATP”), Globalstar Letter
PJR0110-001 dated 25 January 2010.

    


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

    


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

    


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

     

     

     

    3

    HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                GLOBALSTAR, INC.

                              	 	
                                HUGHES NETWORK SYSTEMS,
  LLC

                              
	 
      	 	 
      
	
                                BY:

                              	

                                /s/   Fuad
    Ahmad

                              	
                                  

                              	 	
                                BY:

                              	

                                /s/   Sean
      Fleming

                              	
                                   

                              
	 
      	 	 
      
	
                                Name:  Fuad
      Ahmad

                              	 	
                                Name:  Sean
      Fleming

                              
	 
      	 	 
      
	
                                Title:  SVP
      and CFO

                              	 	
                                Title:  Senior
      Counsel

                              
	 
      	 	 
      
	
                                Date:  March
      24, 2010

                              	 	
                                Date:  March
      24,
2010

                              


                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    4

    HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              

            


    

    


    H36750

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    EXHIBIT
A:  STATEMENT OF WORK

    


    Revision
C

    


    March
24, 2010

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [*]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              

            


    

    


    H36750

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    EXHIBIT
B1:  SYSTEM TECHNICAL SPECIFICATIONS

    


    Revision
B

    


    March
24, 2010

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [*]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              

            


    

    


    H36750

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    EXHIBIT
B2:  RAN TECHNICAL SPECIFICATIONS

    


    Revision B

    


    March
24, 2010

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [*]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              

            


    

    


    H36750

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    EXHIBIT
B3:  UTS TECHNICAL SPECIFICATIONS

    


    Revision
B

    


    March
24, 2010

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [*]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              

            


    

    


    H36750

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    EXHIBIT
C:  PRICING SCHEDULE AND PAYMENT PLAN

    


    Revision
D

    


    March
24, 2010

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [*]