Unassociated Document


    
       

      Exhibit
10.3

      


      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.

       

      
        	
                Globalstar, Inc.

              	
                

              


      

      


      Ericsson
Federal Inc.


      Amendment

      No.
2

      to

      Core
Network Contract

      GINC-C-08-0400

      


      Support
of Hughes Network Systems, LLC

      for
RAN Testing

      
        
          
            
              
                
                  
                    
                       

                    

                  

                

              

            

          

        

      

      
        

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      Amendment
No. 2

       

      This
Amendment No.2 to Contract Number # GINC-C-08-0400 (the “Contract” or the “Core
Network Contract”) effective as of March 30, 2010 (“Amendment No. 2 Effective
Date”) is entered into by and between Ericsson Federal Inc., a Delaware
corporation (“Ericsson”) with a place of business at 1895 Preston White Dr.,
Suite 300, Reston, VA 20191 and Globalstar, Inc., a Delaware corporation
(“Globalstar”) with its principal place of business at 461 South Milpitas
Boulevard, Milpitas, California  95035 (each a “party” and
collectively the “parties”).

       

      WHEREAS,
the parties entered into the Contract for the delivery of Products and Services
with respect to Globalstar’s Second Generation Gateway Core Network Development
dated October 1, 2008;

       

      WHEREAS,
the parties amended the Contract effective December 1, 2009 to include schedule
changes to the original work under contract and to add Lawful Intercept, Session
Border Gateway (SBG) Node, Signaling Compression (SigComp), Emergency Services
Location (ESL) for Europe and High Penetration Alert (HPA) features as well as
Support of Hughes Network Systems, LLC (“Hughes”) Testing (“Amendment No.
1”);  and

       

      WHEREAS,
the parties desire to amend the Contract to make laboratory equipment available
and provide associated support services for the Hughes RAN Testing
effort;

       

      NOW,
THEREFORE, the following changes and/or additions to the Contract are hereby
agreed to by the parties:

       

      With
respect to Article 5, Statement of Work of the Contract, the Work that Ericsson
shall deliver under the Contract is amended to include equipment that Ericsson
shall make available as set forth below.  Further, Section 5.5,
Support of Hughes Network Systems for RAN/CN Integration & Test in Exhibit
D-1 of the Contract is augmented to include the following:

       

      
        	
                a.  

              	
                Ericsson
      shall make the equipment in Ericsson’s laboratory and listed on Exhibit 1
      (“Equipment”) hereto available for use by Globalstar and Hughes for a
      period of [*] months, beginning on [*] and ending on
  [*];

              


      

       

      
        	
                b.  

              	
                Such
      use shall be by remote connection and it shall be Globalstar’s
      responsibility to provide such connectivity to the Equipment in the
      Ericsson laboratory;

              


      

       

      
        	
                c.  

              	
                Ericsson
      shall provide the following associated support services (“Services”)
      during the [*] months that Globalstar and Hughes uses the
      Equipment:

              


      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          

          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

       

      [*] weeks
of Engineering Support to be provided on request based on availability
throughout the [*] months of laboratory use;


       

      
        	
                d.  

              	
                Globalstar
      and Hughes shall have the right to use the Equipment for a total of [*]
      months in [*] week minimum increments during the [*] months that the
      Equipment is available.  If Globalstar and Hughes suspends use
      of the Equipment, Globalstar shall provide Ericsson with a minimum of [*]
      weeks prior written notice before restarting use of the Equipment and the
      associated Services; and

              


      

       

      
        	
                e.  

              	
                Ericsson
      shall invoice Globalstar for the total amount of [*] at the completion of
      the [*] months of use of the Equipment, but in no event later than
      [*].

              


      

       

      
        	
                2.  

              	
                With
      respect to Article 10, Prices and Fees of the Contract, the Total Purchase
      Price is amended to be a firm-fixed price of Twenty Seven Million Eight
      Hundred Eighty Five Thousand Four Hundred Eighty Four United States
      Dollars (US$27,885,484).

              


      

       

      Except as
amended herein, all terms and conditions of the Contract as may have been
previously amended shall remain unchanged and in full force and
effect.

       

      IN
WITNESS WHEREOF, the parties to this Amendment No. 2 have caused their
authorized representatives to execute this Amendment No. 2 as of the Amendment
No. 2 Effective Date.

       

      
        
          
            
              
                
                  
                    
                      	
                              ERICSSON
      FEDERAL INC.

                            	 
      	
                              GLOBALSTAR,
      INC.

                            
	 
      	 
      	 
      	 
      	 
      
	
                              By:

                            	
                              /s/
      David Thompson

                            	 
      	
                              By:

                            	
                              /s/
      Paul Rosati

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Name:

                            	
                              David
      Thompson

                            	 
      	
                              Name:

                            	
                              Paul
      Rosati

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Title:

                            	
                              CFO

                            	 
      	
                              Title:

                            	
                              Contracts
      Manager

                            


                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                          

                        

                      

                    

                  

                

              

            

          

        

        
          

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

         

      

      Exhibit
1

       

      Equipment

       

      [*]