**Exhibit 10.3**

** **

**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°8**

**TO**

**CONTRACT N° GINC-C-06-0300**

** **

**By and Between**

** **

**GLOBALSTAR, INC.**

** **

**and**

** **

**THALES ALENIA SPACEFRANCE**

 

----

 

This Amendment N°8 to the Contract referenced GINC-C-06-0300 is madebetween **Thales Alenia Space France**,a Company organised and existing under the laws of France, having its registered officeat 26 avenue Jean 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 certain actionswere not completed by the Purchaser in meeting certain conditions set forth inAmendment 7 dated March 5th 2009 ; and

 

Whereas, while the conditions precedent to thecoming into force of Step 2 as stipulated in Amendment 7 has not beenfulfilled, the Parties agree to consider Step 2 has entered into force on March 13th,2009 ; and

 

Whereas, as a result, theParties wish to modify certain conditions of Amendment 7 ; and

 

**NOW THEREFORE, in consideration ofthe mutual covenants and agreements herein contained, and intending to belegally bound hereby, the Parties hereby modify the Contract as set forthherein:**

** **

**1** - The Partiesagree that the conditions set forth in Section C of Amendment 6 have notbeen met, and the Parties agree to extend the Change Notice implementing aproduction schedule adjustment to include re-prioritization and re-schedule ofthe Work until June 5th 2009.

 

**2** - As a result of theimplementation of the production schedule adjustment set forth in Clause1 above,the following shall apply :

 

(a)     Section B(ii) and Section Dof Amendment 6 as modified by Amendment 7 are replaced by the following :

 

“The Purchaser shallpay to the Contractor an additional amount of TWO MILLION US Dollars($2,000,000) to be made as follows:

 

(i)         FIVE HUNDRED THOUSAND USDollars ($500,000) on April 30th, 2009 ; and

 

(ii)        FIVE HUNDRED THOUSAND USDollars ($500,000) on May 25th, 2009 ,

 

1

----

 

(iii)       ONE MILLION US Dollars($1,000,000) on the earliest of June 5th, 2009 or the date on which the Closing of theExport Credit Facility backed by COFACE for the financing of Phase 1 and Phase2 (including Long Lead Items for SIX (6) Spacecraft from Phase 3) hasoccurred and all conditions precedent have been fulfilled for the financing tobe operative as confirmed by BNP Paribas bank.

 

In case the Purchaser fails to pay to the Contractorany of the above amounts (i), (ii) and (iii) on the datereferred to above (“the Due Date”), then the following shall apply :

 

·                  the Contractor shall have the right to StopWork according to the provisions of Article 22(B) of the Contract onthe Day following the Due Date (“the Contractor StopWork Date”) ; and

 

·                  if the payment failure hasnot been cured by the Purchaser THIRTY (30) Days after the Contractor Stop WorkDate, then the Contractor shall be entitled to immediately terminate theContract according to the conditions referred to in Article 22(B)(iv) ofthe Contract. In such case, the TWO MILLION US Dollars ($2,000,000) shall be due and payablein accordance with the termination costs referred to in Article 22(B)(iv) ofthe Contract, less any amount paid to the Contractor under (i), (ii) and (iii) above.”

 

(b)     Section B(i) of Amendment 6 asamended by Amendment 7 is replaced by the following:

 

“Schedule impacts ofthis change notice shall be as follows:

 

·                  The Contractual Required Delivery Dates of Spacecraftfrom Phase 1 and 2 shall be postponed by [*] Days plus ONE (1) additionalDays for each Day starting from April 2nd,2009 until the date of return to nominal performance of the Work.

 

·                  The PSR ED2 Objective Dates of Spacecraft from Phase 1and 2 shall be postponed by [*] Days plus ONE (1) additional Days for eachDay starting from April 2nd, 2009 until the date ofreturn to nominal performance of the Work.

 

·                  The Launch ED2 Objective Dates of Spacecraft fromPhase 1 and 2 shall be postponed by [*] Days, plus ONE (1) additional Daysfor each Day starting from April 2nd,2009 until the date of return to nominal performance of the Work.

 

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 to the Contract.

 

**3** - If, on or before June 5th, 2009,

 

(i) the Contractorhas received on its bank account the total amount of TWO MILLION US Dollars($2,000,000) referred to in Clause 2(a) above ; and

 

(ii) theClosing of the Export Credit Facility backed by COFACE for the financing ofPhase 1 and Phase 2 (including Long Lead Items for six (6) Spacecraft fromPhase 3) has occurred and all conditions precedent have been fulfilled for thefinancing to be operative as confirmed by BNP Paribas bank,

 

2

----

 

then the Contractor shall return to nominalperformance of the Work within SEVEN (7) Days from the date on which theconditions (i) and (ii) above have been fulfilled, subject to theprovisions of Clause 6 hereafter.

 

**4**                               Ifon June 5th, 2009,

 

(i) the Contractorhas not received the total amount of TWO MILLION US Dollars ($2,000,000)referred to in Clause 2(a) above ; or

 

(ii) theClosing of the Export Credit Facility backed by COFACE for the financing ofPhase 1 and Phase 2 (including Long Lead Items for six (6) Spacecraft fromPhase 3) has not occurred ; or

 

(iii) theClosing of the Export Credit Facility backed by COFACE for the financing ofPhase 1 and Phase 2 (including Long Lead Items for six (6) Spacecraft fromPhase 3) has occurred but all conditions precedent have not been fulfilled forthe financing to be operative as confirmed by BNP Paribas bank,

 

thenthe following shall apply, in addition to the provisions of Clause 6 hereafter:

 

·                  the Contractorshall not return to nominal performance of the Work ; and

·                  the Contractor shall have the right to StopWork according to the provisions of Article 22(B) of the Contract on June 5th, 2009 ;and

·                  if the conditions referredto in Clause 3(i) and (ii) above have not been fulfilled on July 5th,2009, then the Contractor shall be entitled to immediately terminate theContract according to the conditions referred to in Article 22(B)(iv) ofthe Contract. In such case, the Two Million US Dollars ($2,000,000) shall be due andpayable in accordance with the termination costs referred to in Article 22(B)(iv) ofthe Contract, less any amount paid to the Contractor under Clause 2 (i), (ii) and (iii) above.”; and

·                  Further, the Parties mutually recognize the Contractorhas the right to terminate its Subcontracts under the Contract as early as June 6th, 2009.

 

**5** - Article E of Amendment6 as modified by Amendment 7 is replaced by the following :

 

“The conditions referredto in Document Ref G-000000813 dated January 20th,2009 (Annex 1 to Amendment 6), are open for acceptance by the Purchaser withinONE (1) month after the date of return to nominal performance of the Workand subject to an immediate initial down payment by Purchaser of TWO HUNDREDFIFTY THOUSAND Euros (€250,000). Prior to the issuance of an ATP, the Partiesagree to review and optimize the schedule of activities in order to target theearliest possible launch date(s).”

 

**6** - Upon signature of thisAmendment 8, Purchaser and Contractor agree that Contractor shall be entitledto immediately draw-down from the Escrow Account an amount of [*] as partial payment ofInvoice N° 1001102144 corresponding to Milestone Event N°9c, while leaving theminimum balance (to Be Confirmed) required to keep the Escrow Account open.

 

3

----

 

The remaining delta amount of [*] correspondingto Milestone Event N°9c shall be paid as a portion of initial down payment ofthe revised Payment Plan to be issued upon signature of the restated contractwithin the frame of the Closing of the Export Credit Facility (“RestatedContract”).

 

**7** - ThisAmendment 8 shall enter into force with a retroactive effect as of April 1st, 2009 when the followingconditions have been fulfilled (i) signature of this Amendment 8 by theParties and (ii) receipt by the Contractor on its bank account of theamount of [*]drawn down from the Escrow Account according to Clause 6 above.

 

**8** - All of theterms, covenants and conditions of the Contract as may already have beenamended shall remain in full force and effect except to the extent the samehave been expressly amended or modified by the terms of this Amendment N°8.

 

**9**- Allcapitalized terms not otherwise defined in this Amendment N°8 shall have themeanings for such terms as set forth in the Contract.

 

4

----

 

**EXECUTION**

** **

**In witness whereof, the Parties have duly executed thisContract 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 & General  Manager, Telecom |
| **Date:**                 | 9  April 2009           | ** **                      | **Date:** | April 9,  2009 |

 

5

----