**Exhibit 10.1**

 

**CONFIDENTIALTREATMENT**

 

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

 

**Amendment N°6**

**TO**

**CONTRACT N° GINC-C-06-0300**

 

**By and Between**

 

**GLOBALSTAR, INC.**

 

**and**

 

**THALES ALENIA SPACEFRANCE**

 

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This Amendment N°6 dated 5th February, 2009 (the “Amendment Effective Date”)to the 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 Purchaser has paid to the Contractor anamount of Five Million Euros (€5,000,000) (corresponding to a portion of thepayment milestone N° 8b invoiced by Contractor on December 3rd,2008 the (“December Payment”) ; and

 

Whereas, the Purchaser has paid the balance of the December Paymentto the Contractor in an amount of Six Million Forty Thousand Euros (€6,040,000)on January 5th, 2009 ; and

 

Whereas, the Purchaser has deposited into the EscrowAccount a portion of the Escrow Draw Amount for an amount of Five Million Euros(€5,000,000) on January 15th, 2009 ; and

 

Whereas, the Parties recognize the progress made byPurchaser towards completion of anExport Credit Facility for the purpose of financing a portion of this Contract,which loan is backed by COFACE ; and

 

Whereas, the Parties acknowledge that certainactions were not completed by the Purchaser in meeting the conditions in Article A(iv) of Amendment 5 ; and

 

Whereas, as a result, the Parties wish to modify theconditions referred to in Article A (iv) and (v) of Amendment 5; and

 

Whereas, the Parties further wish to adjust the workplan and delivery schedule to synchronize all activities and funding inconjunction with to the Export Credit Facility, including the purchase of longlead parts, the possible advancement of six (6) Spacecraft and, subject tothe implementation of Early Delivery Scenario 3 and Scenario 4 with theobjective to aim at the currently scheduled launch period for the first firmlaunch between September 23, 2009 and December 21, 2009.

 

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:

 

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**A.****           ****CHANGE NOTICE BY PURCHASER**

 

Pursuant to Article 19(B) of the Contract, Purchaser hereby gives notice to Contractor toimmediately implement a production schedule adjustment to includere-prioritization and re-schedule of the Work being performed, including workshift assignments and ordering activities by Contractor and its subcontractorsas deemed appropriate to comply with the Parties agreement herein.  Such adjustment of program activities is tolimit Contractor’s financial exposure under the Contract pending completion ofExport Credit Facility by Purchaser.

 

This Change Notice is fora period beginning from the date of this Amendment 6 and ending on March 4th, 2009 close of business French time.

 

**B.****           ****CONSEQUENCES OF THIS CHANGE NOTICE**

 

(i) Schedule impactsshall be as follows.

 

Provided Contractorreturns to nominal performance of Work according to Article C below:

 

·                  the Contractual RequiredDelivery Dates of Spacecraft from Phase 1 & 2 shall be postponed by nolater than [*] calendar days starting from the date of this Amendment

·                  the PSR ED2 Objective Datesof Spacecraft from Phase 1 & 2 shall be postponed by no later than [*]calendar days starting from the date of this Amendment

·                  the Launch ED2 ObjectiveDates of Spacecraft from Phase 1 & 2 shall be postponed by no laterthan [*] calendar days starting from the date of this Amendment

 

(ii) Cost impactsshall be as follows:

The impact of thisChange Notice is two (2) Million US Dollars which shall be paid byPurchaser to the Contractor on or before March 4th,2009 ;

 

(iii) Drawing onthe Escrow Account

On the Amendmentsignature, the Parties agree that Contractor may draw from the Escrow Account an amount of [*] correspondingto nominal payment milestone N° 9a the (“January Payment”) for an amountof [*] and to payment of InvoiceN° 891834 for ATP Increase Power Beam Step 1 for an amount of [*] for the paymentof Invoice N° 891834.  The Parties shallpromptly notify the Escrow Agent for release of funds under the EscrowAgreement.

 

**C.****           ****CONTRACTOR TO RETURN TO NOMINAL PERFORMANCE OF THE WORK ON MARCH 5****th****, 2009**

 

The Contractor shallreturn to nominal performance of the Work on March 5th, 2009, subject to the Schedule impacts referred toin Article B (i) above and provided the following conditions are meton or before March 4th, 2009:

 

(i) Payment of thetwo (2) Million US Dollars referred to in Article B above ; and

 

(ii) Closing of the ExportCredit Facility backed by COFACE for the financing of Phase 1, Phase 2(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 or deposit into the Escrow Account by Purchaser of the remaining portion ofthe Escrow Draw Amount in order for the Escrow Account toreach the Deposit Requirement of [*]on or before March 4th, 2009.

 

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Upon fulfilment of the twoconditions referred to above, the Parties confirm that all activities shallrevert to the Parties rights as per the nominal contractual provisions of theContract.

 

**D.****           ****ABSENCE OF CONDITIONS TO RETURN TO NOMINAL PERFORMANCE OF WORK**

 

Should the conditionsreferred to in Article C (i) and/or (ii) not being met on orbefore March 4th, 2009, then the following shall apply:

 

(i)                                     the Contractor shall not return to nominalperformance of the Work, and

(ii)                                  starting from March 5th, 2009, the Contractor has the right to Stop Workunder Article 22 (B) of the Contract with one (1) day writtennotice to Purchaser ; and

(iii)                            As a consequence, should the conditions referred toin Article C (i) and/or (ii) still not being met on April 4th, 2009, the Contractor shall be entitled toimmediately terminate the Contract according to the conditions referred to in Article 22(B) (iv). In any case, the payment referred to in Article B (ii) aboveshall be due in addition to the termination cost referred to in Article 22(B) (iv) of the Contract.

 

**E.****             ****EARLY DELIVERY ED2 SCENARIO 3 AND SCENARIO 4**

 

The conditions referred to in document Ref G-000000813 dated January 20th,2009 (Annex 1 to the present Amendment 6) are open for acceptance by thePurchaser through the issuance of an ATP on or before March 5th,2009 and subject to payment by the Purchaser of Two Hundred Fifty Thousand Euros(€250,000)  on or before such date.  Prior to the issuance of an ATP, the Partiesto review and optimize the schedule of activities with a goal towards securinga date in November 2009 as the first launch date.

 

F.              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°6.

 

G.             All capitalized terms not otherwise definedin this Amendment N°6 shall have the meanings for such terms asset forth in the Contract.

 

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**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:                     | Feb. 5,  2009          | ** **                      | Date: | 06/02/2009 |

 

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