**Exhibit 10.5**

 

**LOAN AGREEMENT**

 

LoanAgreement dated as of 25 June 2009, between Globalstar, Inc., aDelaware corporation (the “**Borrower**”),and Thermo Funding Company LLC, a Colorado limited liability company (the “**Lender**”).

 

**Recitals**:

 

# 1.                                       The Borrower isparty to the COFACE Facility Agreement dated 5 June 2009 (the “**COFACEAgreement**”), between, among others, the Borrower, BNP Paribasas the Security Agent and the COFACE Agent (“**Paribas**”) and thelenders thereunder, pursuant to which the Borrower will borrow up to$586,342,000.

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# 2.                                       It is acondition precedent to any borrowings under the COFACE Agreement that theBorrower establish an account with Paribas under the Accounts Agreement (asdefined in the COFACE Agreement) entitled the Debt Service Reserve Account (the“**DSRA**”) with an initial balance of $46,773,000 million in cash and guarantee obligations.

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# 3.                                       Thales AleniaSpace France (“**Thales**”) has entered into aGuarantee dated as of 5 June 2009 (the “**Guarantee**”), pursuant towhich, under certain circumstances, Thales will pay up to $12.5 million to theBorrower for deposit in the DSRA.

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# 4.                                       To induceThales to enter into the Guarantee, the Lender has entered into a ReimbursementAgreement dated 5 June 2009 (the “**Reimbursement Agreement**”), withThales.

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# 5.                                       The Lender hasentered into a Cash Contribution Agreement with Arianespace   dated on or about the date hereof and withHughes Network Systems LLC (“**Hughes**”) dated 17 June 2009(together the “**Contribution Agreements**”), pursuant towhich the Lender may borrow up to $10 million from each of Arianespace andHughes.

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# 6.                                       The Lender hasagreed to lend an additional $5 million to Borrower to complete the funding ofthe DSRA.

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# The Borrower and the Lenderhereby agree as follows:

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# 1.                                       **Loans**.

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## a.                                                                                       On the datehereof, (i) the Lender is borrowing, in aggregate, $20,000,000 fromArianespace and Hughes pursuant to the Contribution Agreements and (ii) theBorrower is borrowing an additional $5 million directly from Lender.

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## b.                                                                                      On the datehereof, the Lender has directed Arianespace and Hughes to advance such fundsdirectly to the Borrower for deposit in the DSRA and the Lender has deposited$5 million in the DSRA.  Such funds shallbe deemed to be a loan by the Lender to the Borrower.

 

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## c.                                                                                       If at any timeThales makes any payment to the Borrower pursuant to the Guarantee, the amountof such payment shall be deemed to be an additional loan from the Lender to theBorrower.

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## d.                                                                                      Any loans madeor deemed to be made by the Lender to the Borrower pursuant to 1(b) or1(c), together with all accrued and unpaid interest capitalized pursuant to2(b), are referred to in this Agreement as the “Loans.”

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## e.                                                                                       The Loans shallnot be evidenced by a note.

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# 2.                                       **Interest**.

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## a.                                                                                       Interest on theoutstanding principal amount of the Loans shall accrue at the rate of 12% perannum, payable monthly in arrears on the last day of each month.

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## b.                                                                                      Interestaccruing on the Loans as provided in 2(a) shall not be payable in cash butshall be capitalized and added to the outstanding principal amount of theLoans.

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# 3.                                       **Payments**.

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## a.                                                                                       The Borrowershall make cash payments to the Lender with respect to the Loans when and aspermitted by Clauses 5.2(b)(i) or 9.3(b) of the Accounts Agreement orClause 7.3(a) or 7.4(a) of the COFACE Agreement.

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## b.                                                                                      The Loans shallbecome immediately due and payable in full upon:

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## (i)                                     any BorrowerChange in Control (as defined in the COFACE Agreement) or

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## (ii)                                  anyacceleration of the maturity of the loans under the COFACE Agreement,

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## provided that the Lenderwill not take any action to recover any sum due in accordance with this clause3b. unless permitted by and in accordance with the Subordination Deed.

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## c.                                                                                       Unlesspreviously paid, the Loans shall be due and payable six months after allobligations under the COFACE Agreement have been paid in full.

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# 4.                                       **Subordination**. All obligations of the Borrower to the Lenderunder this Agreement are subordinated to the Borrower’s obligations under theCOFACE Agreement and are subject to the provisions of the Subordination Deedbetween the Borrower, the Lender, BNP Paribas, as COFACE Agent, and BNPParibas, as Security Agent, dated 22 June 2009, a copy of which isattached hereto as Exhibit A. The Subordination Deed is for the benefit of and enforceable by thelenders under the COFACE Agreement*providedthat* the Lender may not require the Borrower to do anything underthis Agreement which is inconsistent with the 

 

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# obligations of the parties to the Subordination Deed or seek anyremedies for the failure of the Borrower to do anything under this Agreementthat is inconsistent with the Borrower’s obligations under the SubordinationDeed or the other Finance Documents (as such term is defined in the COFACEAgreement).

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# 5.                                       **Warrant**. As additional consideration for the Lenderentering into this Agreement and making the Loans, on the date hereof theBorrower is issuing to the Lender a warrant (the “Warrant”) in the formattached hereto as Exhibit B.

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# 6.                                       **Representations****and Warranties of the Borrower**.  The Borrower represents and warrants to theLender, with respect to the transactions contemplated hereby (collectively, the“Transaction”) as of the date hereof, as follows:

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## a.                                       *Organizationand Authority*. The Borrower has all requisite power and authorityto enter into this Agreement and to consummate the Transaction. The Borrower isduly incorporated and validly existing under the laws of the State ofDelaware.  The execution and delivery bythe Borrower of this Agreement and the Warrant and the consummation by theBorrower of the Transaction have been duly authorized. This Agreement and theWarrant, when duly executed and delivered by the Borrower, will constitute alegal, valid, and binding obligations of the Borrower, enforceable against itin accordance with their respective terms, except as the enforcement hereof maybe limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium, or similar laws affecting the enforcement of creditors’ rightsgenerally and general equitable principles whether in a proceeding in equity orat law.

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## b.                                                                                      *Noncontravention*. The executionand delivery of this Agreement and the Warrant, the consummation of theTransaction and the fulfillment of and compliance with the terms and conditionshereof and thereof do not and will not with the passing of time or giving ofnotice (i) result in a violation of the organizational documents of theBorrower, (ii) violate any law, rule, regulation, provision of anyjudicial or administrative order, award, judgment or decree applicable to theBorrower, or (iii) conflict with, result in a breach of or right to cancelor constitute a default under any agreement, or instrument to which the Companyis a party, by which the Borrower is bound or to which the Borrower is subject.

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## c.                                                                                       *Title*.  Upon exercise of the Warrant in accordancewith its terms, the Lender will obtain good, valid and transferable title tothe shares subject to the Warrant (the “Warrant Shares”) free and clear of allliens, claims and encumbrances whatsoever, and all of the Warrant Shares whenissued will be validly authorized, duly issued and outstanding, fully paid andnon-assessable.

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## d.                                                                                      *Shares*.  The Borrower is issuing the Warrant and anyWarrant Shares pursuant to an exemption from registration under Section 4(2) ofthe Securities Act of 1933 (the “Securities Act”).

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## e.                                                                                       *Broker*.  No officer, director, employee or third partyshall be entitled to receive any brokerage commissions or similar compensationin connection with the Transaction contemplated by this Agreement based on anyarrangement or agreement made by or on behalf of the Borrower.

 

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## f.                                                                                         *Acknowledgement*.  The Borrower acknowledges that the Lender hasnot made any representations or warranties to it except to the extent of therepresentations and warranties of the Lender in this Agreement.

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# 7.                                       **Representations****and Warranties of the Lender**.****The Lender hereby represents and warrants to the Borrower asfollows:

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## a.                                                                                       *Organization* and Authority.  The Lender has all requisite power andauthority to enter this Agreement and to consummate the Transactionscontemplated hereby.  The Lender is dulyorganized or formed and validly existing as a limited liability company and ingood standing  under the laws of theState of Colorado. The execution and delivery by the Lender of this Agreementand the consummation by the Lender of the Transaction have been dulyauthorized. This Agreement, when duly executed and delivered by the Lender willconstitute a legal, valid and binding obligation of the Lender in accordancewith its terms, except as the enforcement thereof may be limited by bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium or similar lawsaffecting the enforcement of creditors’ rights generally and general equitableprinciples whether in a proceeding in equity or at law.

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## b.                                                                                      *Noncontravention*. The executionand delivery of this Agreement, the consummation of the Transaction and thefulfillment of and compliance with the terms and conditions hereof do not andwill not with the passing of time or giving of notice (i) result in aviolation of the organizational documents of the Lender, (ii) violate anylaw, rule, regulation, provision of any judicial or administrative order,award, judgment or decree applicable to the Lender or (iii) conflict with,result in a breach of or right to cancel or constitute a default under anyagreement or instrument to which the Lender is a party, by which the Lender isbound or to which the Lender is subject.

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## c.                                                                                       *Securities**Act*. The Lender is acquiring the Warrant and any Warrant Shares for its ownaccount for investment only and not with any view towards the public sale ordistribution thereof, except pursuant to sales registered or exempted under theSecurities Act.

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## d.                                                                                      *Lender’sQualifications*. The Lender is an “accredited investor” as suchterm is defined in Regulation D under the Securities Act of 1933 (the “SecuritiesAct”).

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## e.                                                                                       *Transferor Resale*.  The Lenderunderstands that the Warrant and any Warrant Shares have not been and are notbeing registered under the Securities Act or any state securities laws and maynot be offered for sale, sold, assigned or transferred without registrationunder the Securities Act or an exemption therefrom, and that the for exemptionof the Transaction is Section 4(2) of the Securities Act. The Lenderunderstands that a legend restricting transfer except in compliance with theSecurities  Act will be reflected on thecertificates or records representing the Warrant and any Warrant Shares.

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## f.                                                                                         *Broker*.  No officer, director, employee or third partyshall be entitled to receive any brokerage commissions or similar compensationin connection with the Transaction contemplated by this Agreement based on anyarrangement or agreement made by or on behalf of the Lender.

 

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## g.                                                                                      *Acknowledgements*.  The Lender acknowledges that the Borrower hasnot made any representations or warranties to it except to the extent of therepresentations and warranties of the Borrower in this Agreement.

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# 8.                                       **Reporting**.  Each partyis responsible for making and shall make its own required reports with theSecurities and Exchange Commission and NASDAQ regarding the Transaction.

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# 9.                                       **Survival**. The representationsand warranties of the Lender and the Borrower contained in Sections 6 and 7 andthe covenant in Section 8 shall survive this Agreement.

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# 10.                                 **Successorsand Assigns**.  Neitherparty may assign this Agreement or its rights or obligations hereunder withoutthe prior written consent of the other party. Subject to the preceding, thisAgreement shall be binding upon, inure to the benefit of and be enforceable bythe parties hereto and their respective successors and assigns.

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# 11.                                 **Severability**.  If anyprovision of this Agreement is prohibited by law or otherwise determined to beinvalid or unenforceable by a court of competent jurisdiction, the provisionthat would otherwise be prohibited, invalid or unenforceable shall be deemedamended to apply to the broadest extent that it would be valid and enforceable,and the invalidity or unenforceability of such provision shall not affect thevalidity of the remaining provisions of this Agreement so long as thisAgreement as so modified continues to express, without material change, theoriginal intentions of the parties as to the subject matter hereof and theprohibited nature, invalidity or unenforceability of the provision(s) inquestion does not substantially impair the respective expectations orreciprocal obligations of the parties or the practical realization of thebenefits that would otherwise be conferred upon the parties. The parties willendeavor in good faith negotiations to replace the prohibited, invalid orunenforceable provision(s) with a valid provision(s), the effect of whichcomes as close as possible to that of the prohibited, invalid or unenforceableprovision(s).

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# 12.                                 **EntireAgreement; Amendment**.  ThisAgreement supersedes all other prior oral or written agreements between theLender, the Borrower, and their respective affiliates and persons acting ontheir behalf with respect to the matters discussed herein, and, except asspecifically set forth herein, neither the Lender nor the Borrower makes anyrepresentation, warranty, covenant or undertaking with respect to suchmatters.  No provision of this Agreementmay be amended, waived, terminated or otherwise modified other than by aninstrument in writing signed by the Lender and the Borrower. Any amendment tothis Agreement made in conformity with the provisions of this Section 12shall be binding on all parties.  Noprovision hereof may be waived other than by an instrument in writing signed bythe party against whom enforcement is subject.

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# 13.                                 **BindingEffect**.  This Agreement shall bebinding upon and inure to the benefit of the parties hereto and the respectivesuccessors, legal representatives and assigns of each.

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# 14.                                 **Counterparts**.   This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of which togethershall be deemed one and the same instrument.

 

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# 15.                                 **ApplicableLaw**.  This Agreement shall begoverned by the laws of the State of Delaware, without regard to the choice oflaw rules thereof.

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# Signatures are on thefollowing pages.

 

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# **IN WITNESS WHEREOF**, this Agreement has beenduly executed by each of the parties hereto as of the date first above written.

 

 
|   | **THERMO  FUNDING COMPANY LLC**      |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |   |
|   | By:                                  | /s/  James Monroe III |
|   | Printed  Name: James Monroe III      |
|   | Title:  Manager                      |
|   |                                 |
|   | ** **                           |
|   | **GLOBALSTAR,  INC.**                |
|   |                                 |
|   |                                 |   |
|   | By:                                  | /s/  Fuad Ahmad |
|   | Printed  Name: Fuad Ahmad            |
|   | Title: Senior Vice President and CFO |

 

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