Exhibit101HughesAmendment13


Exhibit 10.1


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


                    












AMENDMENT NO. 13


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


Exhibit 10.1


This Amendment No. 13 (“Amendment”) is entered into effective as of July 16, 2015 (“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 300 Holiday Square Blvd., Covington, Louisiana 70433 (hereinafter referred to as “Globalstar” or “Customer”).  As used herein, Contractor and Globalstar may be referred to individually as a “Party” and collectively as the “Parties”.


WHEREAS, Contractor and Globalstar entered into Contract No. GINC-C-08-0390 for the delivery of the Radio Access Network (“RAN”) and the User Terminal Subsystem (“UTS”) (“Contract”) effective May 1, 2008, as amended by Amendments #1-12;


WHEREAS, on March 3, 2015, the Parties executed a letter agreement covering the design, development, build and supply of custom test equipment (“CTE”); 


WHEREAS, on April 20, 2015, the Parties executed a letter agreement extending the validity date for the exercise of Option #1 under the Contract for the delivery of additional RANs, which was exercised by Globalstar pursuant to that letter agreement; 


WHEREAS, the Parties seek to enter into the formal Contract amendment provided for in the March 3, 2015 and April 20, 2015 letter agreements covering the CTE and the extension and exercise of Option #1 for additional RANs.


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 C, Pricing Schedule and Payment Plan (Revision K), dated October 16, 2014, shall be deleted and replaced in its entirety by a new Exhibit C, Pricing Schedule and Payment Plan (Revision L), dated July 16, 2015.


2.    Exhibit A, Statement of Work (Revision H), dated October 16, 2014 shall be deleted and replaced in its entirety by a new Exhibit A, Statement of Work (Revision J), dated July 16, 2015.  


3.    Exhibit B2, RAN Technical Specifications (Revision D), dated October 16, 2014, shall be deleted and replaced in its entirety by a new Exhibit B2, RAN Technical Specifications (Revision E), dated July 16, 2015.  


4.    Exhibit B3, UTS Technical Specifications (Revision D), dated October 16, 2014, shall be deleted and replaced in its entirety by a new Exhibit B3, UTS Technical Specifications (Revision E), dated July 16, 2015.  


5.     The Parties acknowledge and agree that Globalstar has paid through Payment Milestone Number 22 (set forth in Section 2.1 of Exhibit C) in full and has paid all Payment Milestones set forth in Sections 2.2, 2.3, 2.4 and 2.5 of Exhibit C in full as of the Effective Date of this Amendment.


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


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



HUGHES AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY




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








(signature page follows on next page)

2










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


	
		
	GLOBALSTAR, INC.
	HUGHES NETWORK SYSTEMS, LLC

	



BY: /s/ David Milla


	



BY: /s/ Sean P. Fleming



	

Name: David Milla
	

Name:  Sean P. Fleming

	

Title:  Director of Contract Administration


	

Title:  VP & Associate General Counsel









3








                    




H36750
























RADIO ACCESS NETWORK (RAN)
AND USER TERMINAL SUBSYSTEM (UTS)




EXHIBIT A:  STATEMENT OF WORK


Revision J








July 16, 2015


[*]

4








        






H36750
























RADIO ACCESS NETWORK (RAN) 
AND USER TERMINAL SUBSYSTEM (UTS)


EXHIBIT B2:  RAN TECHNICAL SPECIFICATIONS


Revision E










July 16, 2015


[*]

5








          






H36750
























RADIO ACCESS NETWORK (RAN) 
AND USER TERMINAL SUBSYSTEM (UTS)




EXHIBIT B3:  UTS TECHNICAL SPECIFICATIONS


Revision E








July 16, 2015


[*]

6








                    




H36750


























RADIO ACCESS NETWORK (RAN) 
AND USER TERMINAL SUBSYSTEM (UTS)




EXHIBIT C:  PRICING SCHEDULE AND PAYMENT PLAN


Revision L




July 16, 2015

7








PROPRIETARY NOTICE


All rights reserved.  This publication and its contents are proprietary to Hughes Network Systems, LLC.  No part of this publication may be reproduced in any form or by any means without the written permission of Hughes Network Systems, LLC, 11717 Exploration Lane, Germantown, Maryland  20876.


HUGHES, HughesNet, IPoS, SPACEWAY, AIReach, Broadband Unbound, and Connect to the future are trademarks of Hughes Network Systems, LLC.  All other trademarks are the property of their respective owners.


Copyright © 2009, 2010, 2011, 2012, 2013, 2014, 2015 Hughes Network Systems, LLC



8






REVISION HISTORY




	
			
	Revision
	Issue Date
	Scope

	A
	05/1/2008
	Contract version

	B
	06/16/2009
	Contract amendment

	C
	08/28/2009
	Contract amendment

	D
	03/24/2010
	Contract amendment

	E
	11/4/2011
	Contract amendment

	F
	2/1/2012
	Contract amendment

	G
	9/4/2012
	Contract amendment # 8

	H
	01/18/2013
	Contract amendment # 9

	J
	12/17/2013
	Contract amendment # 11

	K
	10/16/2014
	Contract amendment # 12

	L
	7/16/2015
	Contract amendment # 13







9






TABLE OF CONTENTS


	
			
	SECTION
	PAGE

	1.0
	PRICE SCHEDULE..........................................................................................................
	1-5

	1.1
	 BASELINE RAN AND UTS............................................................................................
	1-5

	1.2 
	OPTIONS...........................................................................................................................
	1-6

	1.3
	TIME AND MATERIAL (T&M) RATE.........................................................................
	1-7

	2.0
	PAYMENT MILESTONES AND PLAN.........................................................................
	2-1

	2.1
	PAYMENT MILESTONES AND PLAN FOR RAN & UTC........................................
	2-1

	2.2
	PAYMENT MILESTONES AND PLAN FOR CN009...................................................
	2-3

	2.3 
	PAYMENT MILESTONES AND PLAN FOR AMENDMENT 12 DESIGN CHANGES...............................................................................................................
	2-4

	2.4
	PAYMENT MILESTONES AND PLAN FOR AMENDMENT 13 CUSTOM TEST EQUIPMENT...........................................................................................................
	2-5

	2.5 
	PAYMENT MILESTONES AND PLAN FOR AMENDMENT 13 DELIVERY OF ADDITIONAL RANs........................................................................................
	2-6







10






PRICE SCHEDULE
BASELINE RAN AND UTS	
			
	BASELINE

	Line Item
	Supplies/Services
	Price (USD)

	NON-RECURRING ENGINEERING (NRE)
	$             [*]

	1
	RAN Non-Recurring Engineering (NRE);
Packet RAN, with Iu-PS Rel 7, 256 Kbps return bearer, 1 Mbps forward bearer
Delivery of One Test Gateway (incl. 12 mo. Warranty)
12 months warranty & maintenance for 9 RANs, incl. 1200 hours of engineering support; 
Additional Engineering at T&M Rates 
(Test UTs NRE and Delivery not included) 
UTS Non-Recurring Engineering (NRE): 
Satellite Air Interface Chip with Evaluation Platform 
Remote Terminal Diagnostic & Monitoring (RTDM) Software Tool w/unlimited license 
12 months warranty & maintenance
	$             [*]

	2
	Documentation and Program Reviews
	Included

	3
	Operations and Maintenance Training
	$            [*]

	4
	RAN and UTS NRE Additions
	$             [*]

	 
	Multi-country Legal Interception
	$             [*]

	 
	UT Diagnostic Feed
	Included

	 
	Per-User Forward Power Control
	Included

	 
	Multi-country certifications (Per SOW)
	Included

	 
	Support E.911 Calling without GPS
	$             [*]

	 
	9.6 kb/s bearer in Return Direction
	Included

	 
	Additional Diagnostics in RTDM (Spec - Exhibit B3)
	$             [*]

	 
	Gateway-to-Gateway Handover for handheld terminal (Delivery date 3 months after the later of RAN #2 OAT & Provisional Acceptance)
	$             [*]

	 
	SNMP Configuration MIB
	Included

	 
	RAN Diagnostic Specifications
	Included

	RECURRING
	$             [*]

	5
	Build, delivery, installation, performance verification and testing of 9 RANS (including first article)  
Each RAN equipped with 120 VEC or 480 Kb/s capacity, one FDM Channel (same FDM1 (1.25MHz) or FDM2 (2.5 MHz) in all RANs, as selected by SRR) 
Delivery Ex-Works Maryland, USA
	$             [*]

	 
	Design, build, delivery, installation, performance verification and testing of 9 RANs
	$             [*]

	 
	Credit for Customer performing Installation & Commissioning for RAN #6,#7,#8 & #9    
(Contractor to provide on-site supervision only for installation, performance verification and testing)
	$             [*]

	6
	Critical Spare Parts - located at each RAN Site
	Included

	7
	Critical Spare Parts - located at Customer Depot
	$             [*]

	8
	Manufacture of prototype & pre-production Satellite Air Interface Chips for delivery to Globalstar
	$             [*]

	9
	Expansion of capacity from 120 VEC/480 Kbps to 200 VEC/800 Kbps in the same FDM channel; for all 9 RANs
	$             [*]

	 
	Expansion of capacity from 120 VEC/480 Kbps to 200 VEC/800 Kbps in the same FDM channel; for Laboratory RAN in Milpitas, CA.
	$             [*]

	10
	CN006 Design Implementations
	$             [*]

	 
	Maximal Ratio Combining RTN
	Included

	 
	Configurability of Paging/Alerting Parameters
	Included

	 
	Turn on Additional FDM Channels based on Traffic Demand to conserve Satellite Power
	Included

	 
	RAN Limit CCE Transmit Power based on Type and Frequency
	Included

	 
	Disable Gateway RFT by Operator Command, overriding RAI
	Included

	 
	Diagnostic Tools:
(a)    Display/Logging of Decoded Control Channel Information
(b)    Display and Log Measurements made by SAIC Hardware Accelerator
(c)    RTDM can selectively block Overhead Channels
(d)    RTDM Playback
(e)    Display Radio Resource Records
	Included





11






	
			
	 
	Alerting as an Optional Feature in SAIC
	Included

	 
	Increase Output Power of Evaluation Platform by 0.75dB
	Included

	 
	RAI Access Channel Issues to support Hot Spots
	Included

	 
	Operator Configurable Beam Boundary Definition per Satellite
	Included

	 
	Configurability of Frequency Search Algorithm
	Included

	 
	TOTAL CONTRACT PRICE
	$             [*]





12








◦OPTIONS
	
			
	OPTIONS

	Line Item
	Supplies/Services
	Price (USD)

	1
	Unit Price for Additional RANs up to Quantity 25 (Incl. 12 mo h/w Warranty)
	 $                       [*]

	 
	Option Validity Period: June 30, 2016
	 

	2
	Annual Extended Software Maintenance & Support (second year onwards) 
Includes RAN & RTDM Software 
Includes 1200 hours of engineering support (Ex-works) per year 
Additional engineering support available at T&M rates 
Start date as defined in Exhibit A, Independent of number of RANs 
SOW as per Exhibit D (on-site support subject to T&M rates) 
Total price per year
	 $                       [*]

	 
	Option Validity Period: December 30, 2016
	 

	3
	Annual Extended Hardware Warranty per RAN 
Start date as defined in Exhibit A                                                                                                                                                                                                                                                                            SOW as per Exhibit D (on-site support excluded)
	 $                       [*]

	 
	Option Validity Period: December 30, 2016
	 

	4
	Bridge Extended Hardware Warranty per RAN per Month 
Available only in the first partial year of extended warranty period of each RAN 
Start date as defined in Exhibit A 
SOW as per Exhibit D (on-site support excluded) 
Price per RAN per month (Monthly rate derived by dividing the prevailing option 3 price by 12 at the time of election)
	 $                       [*]

	 
	Option Validity Period: December 30, 2016
	 

	5
	Broadcast Audio/Visual capability in the RAN
	 $                       [*]

	 
	Option Validity Period: EDC+2 months
	 

	6
	Expansion of capacity from 200 VEC/800Kbps to 875VEC/3.5Mbps in the same FDM channel; Price per RAN
	 $                      [*]

	 
	Option Validity Period: December 28, 2018
	 

	7
	Expansion of capacity from one FDM channel with  200VEC/800 Kbps to two FDM channels, 120 VEC/480Kbps in second FDM channel; Both FDM Channels operate within the same 7.5MHz of spectrum
	 $                      [*]

	 
	Option Validity Period: December 28, 2018
	 

	8
	Expansion of capacity from one FDM channel with  200VEC/800 Kbps to two FDM channels, 200 VEC/800Kbps in each FDM channel; Both FDM Channels operate within the same 7.5MHz of spectrum
	 $                      [*]

	 
	Option Validity Period: December 28, 2018
	 

	9
	Expansion of capacity from one FDM channel with  875VEC/3.5 Mbps to two FDM channels, 875 VEC/3.5Mbps in each FDM channel; Both FDM Channels operate within the same 7.5MHz of spectrum
	 $                      [*]

	 
	Option Validity Period: December 28, 2018
	 

	10
	1 Mb/s forward bearer capability in the satellite Air Interface Chip
	 

	 
	NRE
	 $                     [*]

	 
	Recurring incremental cost per chip
	 $                     [*] 

	 
	Option Validity Period: EDC+2 months
	 

	11
	Reserved
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	12
	License of Satellite Air Interface Chip Software & Firmware only for use in Customer's own developed Chip (one license per chip)
	 

	 
	Annual quantity = 250,000
	 [*]





13






	
			
	 
	Annual quantity = 500,000
	 [*]

	 
	Annual quantity = 1 million +
	 [*]

	 
	Option Validity Period: EDC+96 months
	 

	13
	Unit Pricing for One-Time Order of Satellite Air Interface Chips
Option Validity Period: exercisable one-time only; expires January 24, 2013
Subject to the following terms: one-time order; 100% payment received Contractor no later than January 24, 2013; order quantity must be in batches of 37,500 units 
	[*]











14








TIME AND MATERIAL (T&M) RATE


Time:            [*]
Materials and Travel:    [*]
Rate Validity Period:     EDC+ 36 months; thereafter adjusted for escalation, capped at CPI+1%.





15










PAYMENT MILESTONES AND PLAN


PAYMENT MILESTONES AND PLAN FOR RAN & UTC


The Payment Milestones and Plan is provided below.  


[*] 


16












PAYMENT MILESTONES AND PLAN FOR CN009




[*]



17










PAYMENT MILESTONES AND PLAN FOR AMENDMENT 12 DESIGN CHANGES 


[*]

18










PAYMENT MILESTONES AND PLAN FOR AMENDMENT 13 CUSTOM TEST EQUIPMENT 


[*]

19














PAYMENT MILESTONES AND PLAN FOR AMENDMENT 13 DELIVERY OF ADDITIONAL RANs 


[*]



20