**Exhibit 10.2**

** **

**CONFIDENTIALTREATMENT**

** **

      Portions of this exhibit have been omitted pursuantto a request for confidential treatment filed with the Securities and ExchangeCommission pursuant to Rule 24b-2 under the Securities Exchange Act of1934.  Such portions are marked “[*]” inthis document; they have been filed separately with the Commission.

 

**Amendment N°7**

**TO**

**CONTRACT N° GINC-C-06-0300**

** **

**By and Between**

** **

**GLOBALSTAR, INC.**

** **

**and**

** **

**THALES ALENIA SPACEFRANCE**

 

----

 

This Amendment N°7 dated March 5th 2009 (the Amendment Effective Date)  tothe Contract referenced GINC-C-06-0300 is made between **Thales Alenia Space France**, a Companyorganised and existing under the laws of France, having its registered office at 26 avenueJean François Champollion 31100 Toulouse — FRANCE (**“Contractor”**)and **Globalstar, Inc.,**a Delaware corporation with offices at 461 SouthMilpitas Blvd., Milpitas, California 95035, U.S.A.**(“Purchaser”)**.

 

The Purchaser and the Contractor being hereinafterindividually referred to as a “Party” or collectively as the “Parties”.

 

**RECITALS**

** **

Whereas, the Parties recognize the continuingprogress made by Purchaser towards completion of an Export Credit Facility for the purpose of financing a portion of thisContract, which loan will be backed by COFACE ; and

 

Whereas, the Parties acknowledge that certainactions were not completed by the Purchaser in meeting certain conditions setforth in Amendment 6 dated February 5th 2009; and

 

Whereas, as a result, the Parties wish to modifycertain conditions of Amendment 6; and

 

NOW, THEREFORE, in consideration of the mutualcovenants and agreements herein contained, and intending to be legally boundhereby, the Parties hereby modify the Contract as set forth herein:

 

**Step 1**: If on or before March 12th 2009, theconditions set forth in Section C of Amendment 6 are met, Contractor shallreturn to nominal performance of the Work on March 13th 2009and, as aconsequence :

 

·                  The Contractual Required Delivery Dates of Spacecraftfrom Phase 1 and 2 shall be postponed by up to [*] calendar days set forth inAmendment 6 plus [*] additional calendar days,

 

·                  The PSR ED2 Objective Dates of Spacecraft from Phase 1and 2 shall be postponed by the [*] calendar days set forth inAmendment 6 plus [*] additional calendar days,

 

·                  The Launch ED2 Objective Dates of Spacecraft fromPhase 1 and 2 shall be postponed by the [*] calendar days set forth inAmendment 6 plus [*] additional calendar days,

 

**Step 2**: If by March 12th 2009, theconditions set forth in Section C of Amendment 6 are not met, the Partiesagree to extend the Change Notice implementing a production schedule adjustmentto include re-prioritization and re-schedule of the Work until April 1st 2009.  In that event, Purchaser shall pay ContractorTwo Million US Dollars ($2,000,000) asset forth in Amendment 6, Article C(i). These $ 2,000,000 shall be paid byPurchaser to Contractor by fund swift transfer as specified in the Contract andshall be a condition precedent to the coming into force of this Step 2, failingwhich Article D of Amendment 6 shall become immediately applicable subjectto the following changes :

 

1

----

 

·                  March 4th 2009 shall be read as March 12th 2009, and

·                  March 5th 2009 shall be read as March 13th 2009, and

·                  April 4th 2009 shall be read as April 13th 2009.

 

Upon receipt by Contractor of these 2,000,000 $:

 

·                  The Contractual Required Delivery Dates of Spacecraft fromPhase 1 and 2 shall be postponed by up to [*] calendar days set forth inAmendment 6 plus [*] additional calendar days for Step 1 and up to [*] additional calendar days forStep 2.

 

·                  The PSR ED2 Objective Dates of Spacecraft from Phase 1and 2 shall be postponed by [*] calendar days set forth in Amendment 6 plus [*] additional calendar days forStep 1 and up to [*] additional calendar days for Step 2.

 

·                  The Launch ED2 Objective Dates of Spacecraft fromPhase 1 and 2 shall be postponed by up to [*] calendar days set forth inAmendment 6 plus up to [*] additional calendar days for Step 1 and up to [*] additional calendar days forStep 2.

 

If, on April 1st 2009, the conditions setforth in Section C of Amendment 6 are met, Contractor shall return to nominalperformance of the Work on April 2nd,2009. If these conditions are met before April 1st, the following shall be applicable :

 

·                  The Contractual Required Delivery Dates of Spacecraftfrom Phase 1 and 2 shall be postponed by up to [*] calendar days set forth inAmendment 6  plus [*] additional calendar days forStep 1 plus one additional calendar day for each calendar day incurred underStep 2.

 

·                  The PSR ED2 Objective Dates of Spacecraft from Phase 1and 2 shall be postponed by up to [*] calendar days set forth inAmendment 6 plus [*] additional calendar days for Step 1 plus one additionalcalendar day for each calendar day incurred under Step 2.

 

·                  The Launch ED2 Objective Dates of Spacecraft fromPhase 1 and 2 shall be postponed by up to [*] calendar days set forth inAmendment 6 plus [*] additional calendar days for Step 1 plus one additionalcalendar day for each calendar day incurred under Step 2.

 

If on April 1st 2009 the conditions set forth in Article Cof Amendment 6 are not met, Article D of Amendment 6 shall becomeimmediately applicable subject to the following changes :

 

·                  March 4th 2009 shall be read as April 1st,2009,and

·                  March 5th 2009 shall be read as April 2nd,2009, and

·                  April 4th 2009 shall be read as May 4th 2009.

 

2

----

 

Subsequent to Contractor’s return to nominalperformance of the Work, the Parties shall review and optimize the schedule ofactivities to determine the appropriate schedule adjustments resulting fromAmendment 6 and Amendment 7.

 

In addition, the Parties confirm their objectivethat with implementation of Early Delivery ED2 Scenario 3 and Scenario 4 referredto in document Ref G-000000813 dated January 20, 2009, to schedule thefirst launch to occur in Q4 2009.

 

Upon execution of this Amendment 7, Purchaserand Contractor agree that Contractor shall immediately draw-down from theEscrow Account an amount of [*] as payment of Invoice N°991093corresponding to payment milestone N° 9b.

 

For clarification, the “Contractual RequiredDelivery Dates”, “PSR ED2 Objective Dates” and “Launch ED2 Objective Dates”refers to the dates in the table as set forth in Amendment 5.

 

A.           All of the terms, covenants and conditionsof the Contract as may already have been amended shall remain in full force andeffect except to the extent the same have been expressly amended or modified bythe terms of this Amendment N°7.

 

B.             All capitalized terms not otherwise definedin this Amendment N°7 shall have the meanings for such terms asset forth in the Contract.

 

**EXECUTION**

** **

**Inwitness whereof, the Parties have duly executed this Contract Amendment.**

** **

| **Globalstar, Inc.** | ** **                 | **Thales  Alenia Space France** |
|---------------------------|----------------------------|---------------------------------|
| ** **                | ** **                 | ** **                      |
| ** **                | ** **                 | ** **                      |
| **By:**                   | **/**s/ Anthony J. Navarra | ** **                      | **By:** | /s/ Blaise Jaeger |
| ** **                | ** **                 | ** **                      |
| ** **                | ** **                 | ** **                      |
| **Name: **           | Anthony J. Navarra         | ** **                      | **Name: ** | Blaise Jaeger |
| **Title: **          | President                  | ** **                      | **Title:**  | EVP and General Manager  BUTL |
| **Date:**                 | March 6,  2009        | ** **                      | **Date:** | March 9,  2009 |

 

3

----