**Exhibit 10.6**

 

CONFIDENTIAL TREATMENT

 

Portions ofthis exhibit 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.

 

**AMENDMENTNo 2 TO THE AGREEMENT FOR THE LAUNCHING INTOLOW EARTH ORBITOF THE GLOBALSTAR SATELLITESBY THE SOYUZ LAUNCH VEHICLE**

 

This Amendment No 2 to theAgreement for the launching of the GLOBALSTAR Satellites*,*(hereinafterreferred to as the “Agreement”) is entered into

 

**BY ANDBETWEEN**

 

**GLOBALSTAR,INC.**, a company organized and existing under the lawsof the State of Delaware, with head offices located at 461 South Milpitas Blvd,Milpitas, CA 95035, U.S.A., (hereinafter referred to as “CUSTOMER”),

 

**Onthe one hand,**

 

**AND**

 

**ARIANESPACE**a company organized and existing under the laws of the Republic of France, withhead offices at Boulevard de l’Europe, 91006 Evry-Courcouronnes Cedex, France(hereinafter referred to as “ARIANESPACE”).

 

**Onthe other hand,**

 

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**PREAMBLE**

 

**Whereas**                                                               OnSeptember 5, 2007 CUSTOMER and ARIANESPACE have entered into a LaunchServices Agreement (“the Agreement”), as amended on 9 July 2008 (“Amendment#1), for the launch of the GLOBALSTAR Satellites.

** **

**Whereas**                                                               OnJune 25, 2009, upon the request of CUSTOMER, ARIANESPACE has accepted toloan to Thermo Funding Company LLC (principal stockholder of CUSTOMER) a sum ofUS$ 10,000,000 to help fund CUSTOMER debt service reserve account requiredunder the COFACE guaranteed financing.

** **

**Whereas****                                                              **Pursuantto commercial discussions and negotiations between the Parties it has beenagreed that as soon as drawings are permitted under the COFACE-guaranteedfinancing dated 5 June 2009 and entered among CUSTOMER as borrower, BNPParibas as Arranger, Security Agent and COFACE Agent and the Lenders namedtherein, Globalstar has shall draw down under the Facility an amount sufficientto prepay to Arianespace (i) the entire amount of the pre-Launch financinggranted by Arianespace   to Globalstarunder the Agreement together with interest thereon and   (ii) plus late payments and interestscorresponding to the unpaid installments due at L-9 months and L-6 months forLaunch #1  (respective due dates — December 23rd,2008 and March 23rd, 2009) andat L-9 months for Launch #2 (due date March 22nd,2009).

** **

**Whereas****                                                              **TheParties have therefore agreed, in light of the loan agreement referred to aboveand entered into between Thermo Funding Company LLC and Arianespace, to amendthe terms of the Agreement and its Amendment #1 on the terms and conditions setout herein.

 

**NOWTHEREFORE, THE PARTIES HAVE AGREED UPON THE FOLLOWING MODIFICATION TO THEAGREEMENT:**

 

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**Section 1-**

 

ThisAmendment #2 cancels and replaces the terms of Amendment #1 and modifies theterms of the Agreement as follows:

 

1.1                                 The firstparagraph of the recitals is cancelled and replaced as follows:

 

“**WHEREAS**         CUSTOMER has approachedARIANESPACE with a request to launch TWENTY FOUR (24) Satellites through FOUR (4) FirmLaunches, with the option to launch an additional SIX (6) Satellites,subject to the terms and conditions herein.”

 

1.2                                 Thedefinition of “Launch Option” included in Article 1 (“Definitions”) of theAgreement is deleted and replaced as follows:

 

“LaunchOption means the right for CUSTOMER to order from ARIANESPACE anOptional Launch in accordance with this Agreement for the launch of additionalGLOBALSTAR Satellites to be performed by ARIANESPACE.”

 

1.3                                 Article 2of the Agreement is deleted and replaced as follows:

#  

# “ARTICLE — 2    SUBJECT OF THE AGREEMENT

#  

# The subject of this Agreement is the performance of FOUR (4) FirmLaunch Services, each launching six Satellites supplied by CUSTOMER from theLaunch Site for the purpose of accomplishing the Launch Mission in accordancewith the terms and conditions of this Agreement plus, subject to the conditionsstipulated herein, ONE (1) additional Launch Services for the LaunchOption exercised by CUSTOMER.”

 

1.4                                 Paragraph4.1 of Article 4 (ARIANESPACE’S SERVICES) of the Agreement is deleted andreplaced as follows:

#  

# “4.1                         ARIANESPACEshall, for the FOUR (4) Firm Launches and for the Optional Launch, if theLaunch Option has been exercised by CUSTOMER, perform the Services under thisAgreement including:

 

4.1.1                                   LaunchServices;

 

4.1.2                                   AssociatedServices: subject to any further additional orders of CUSTOMER, one or more ofthe services as set forth in Part 6 of Annex 1 to this Agreement.”

 

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1.5                                 Paragraph4.3 (Launch Option) of Article 4 (ARIANESPACE’S SERVICES) of the Agreementis deleted and replaced as follows:

 

“4.3 Launch Option

 

ARIANESPACE undertakes to maintain ONE (1) LaunchOption available to CUSTOMER and to be exercised by CUSTOMER in accordance withthe terms of Article 6 and subject to the conditions below.

 

ARIANESPACE shall be obligated for:

 

(i)                                                         ONE (1) OptionalLaunch in addition to the FOUR (4) firm Launches if no Launch Failure orSatellite Mission failure has occurred,

 

or

 

(ii)                                                      ONE (1) OptionalLaunch in addition to the FOUR (4) firm Launches and ONE (1) ReplacementLaunch in case of one Launch Failure or Satellite Mission failure.

 

For sake of clarity, ARIANESPACE shall not be obligated toCUSTOMER for any Optional Launch in case of two or more Launch Failure(s) orSatellite Mission failure(s).”

 

1.6                                 Paragraph4.4 (Launch Site Selection) of Article 4 (ARIANESPACE’S SERVICES) of theAgreement is deleted and replaced as follows (for clarity, this new Paragraph4.4 cancels Section 1 (“Launch Site Selection for the Firm Launches andAssociated Remuneration”) of Amendment #1):

 

“4.4 Launch Site

 

The Launch Site for the FOUR (4) Firm Launches shall be the SOYUZ launchcomplex at the Baikonur Space Center (BSC), in Baikonur, Kazakhstan.

 

ARIANESPACE shall inform CUSTOMER of the Launch Site selected for theOptional Launch, if any, by written notice to be received no later than TWELVE(12) months prior to the first day of the associated Launch Period as definedin accordance with Article 6 herein.

 

It is hereby mutually understood by the Parties that none of the Firm orOptional Launches provided under this Agreement shall be performed on the firstSoyuz to be launched from CSG.”

 

1.7                                 Paragraph5.3 of Article 5 (“CUSTOMER COMMITMENTS”) of the Agreement is deleted andreplaced as follows:

 

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“5.3                           CUSTOMERwill have the possibility to exercise the Launch Option under sub-paragraph 4.3of Article 4 of this Agreement, in addition to the TWENTY-FOUR (24)CUSTOMER Satellites to be launched through the FOUR (4) Firm Launchesunder this Agreement.

 

Notwithstanding the above ARIANESPACE releases CUSTOMERfrom the above commitment in the following cases:

 

(i)                          ARIANESPACEbecomes bankrupt or insolvent or has a receiving order made against it, ortakes the benefit of any status or legislation related to bankruptcy orinsolvent debtors, or if an order is made or resolution passed for thewinding-up of ARIANESPACE,

 

(ii)                       If,following a CUSTOMER request for a single Launch Period in accordance withsub-paragraph 6.2.2, the first day of the nearest available Launch Periodproposed by ARIANESPACE is more than TWELVE (12) months later than the firstday of the Launch Period requested by CUSTOMER.”

 

1.8                                 Paragraph6.1 (“Launch Term”) of Article 6 (“LAUNCH SCHEDULE”) of the Agreement iscancelled and replaced as follows:

 

“6.1         Launch Term

 

The FOUR (4) Firm Launchesshall take place during the term from EDC + TWENTY-SEVEN (27) months up to March 31,2011.

 

The Optional Launch shall be available to CUSTOMER during the termextending from April 01, 2010 up to and including December 31, 2013.”

 

1.9                                Sub-paragraph6.2.2 (“Optional Launches”) of Article 6 (“LAUNCH SCHEDULE”) of theAgreement is cancelled and replaced as follows:

 

“6.2.2      OptionalLaunch

 

The Launch Period for the Optional Launch, if any, shall be establishedwithin the Launch Term defined in Sub-paragraph 6.1 of Article 6 of thisAgreement.

 

(i)                                     CUSTOMERshall notify ARIANESPACE by written notice to be received no later than TWELVE(12) months prior to the first day of the Launch Period desired by CUSTOMER forthe corresponding Optional Launch, being further agreed that such Launch Periodshall not be earlier than the provisional Launch Period defined insub-paragraph (ii) hereinafter.

 

Within ONE (1) month ofreceipt of CUSTOMER’s notice, ARIANESPACE shall inform CUSTOMER whether aLaunch Opportunity exists within the desired Launch Period.

 

(ii)                                For thepurpose of Article 10 and Article 18, the provisional Launch Periodfor the Optional Launch shall be defined at option exercise. The first day ofthe provisional Launch Period shall not be earlier than EIGHTEEN (18) monthsfollowing option exercise.

 

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1.10                           Paragraph8.1 of Article 8 (“REMUNERATION”) of the Agreement is cancelled andreplaced as follows

 

“A            For theFirm Launch Services:

 

The Price for Launch Services forthe SOYUZ Firm Launches, each of SIX (6) Satellites is as follows:

 

·                  For each ofthe three first Firm Launches:

 

FIFTY TWO MILLION FIVE HUNDREDTHOUSAND United States Dollars (US$ 52,500,000).

 

·                  For thefourth Firm Launch:

 

FIFTY EIGHT MILLION FIVE HUNDREDTHOUSAND United States Dollars  (US$58,500,000).

 

For the sake of clarity, itis acknowledged by the Parties that, for the Firm Launches from the BaikonurLaunch Site, each Firm Launch and related Launch Services shall be increased by[*]United States Dollars (USD [*]), subject to a contractual cap at [*]UnitedStates Dollars (USD [*] ), and said USD [*]  is included in the above-identified Price ofUSD [*]  for the fourth Firm Launch.

 

B For the Optional Launch Services:

 

(i) The firm fixed price ofthe Optional Launch Services exercised by CUSTOMER for a Launch to take placeon or prior to 31 December 2010 is: [*]United States Dollars (US$ [*] ).

 

(ii) The price of the OptionalLaunch Services exercised by CUSTOMER for a Launch to take place on or after 1 January 2011up to and including 31 December 2013, shall be as follows:

 

[*]United States Dollars (US$ [*] ),as escalated as set forth in paragraph 8.2.

 

(iii) The price and terms andconditions applicable to the Optional Launch Services requested by CUSTOMER fora Launch to occur after 31 December 2013, shall be negotiated in goodfaith by the Parties.

 

1.11                           Paragraph8.2 of Article 8 (“REMUNERATION”) of the Agreement is cancelled andreplaced as follows:

 

With respect to Articles 10 and 18, and for the Optional Launch, it isagreed that the Launch Services pricesas set forth in Sub-paragraph 8.1(B)(ii) and the prices forAssociated Services shall be escalated, prorata, on a quarterly basis from 1 January 

 

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2011 to L* (L* being the first day of the provisional Launch Periodselected at Optional Launch exercise) by an escalation rate of [*]% perquarter. Said escalation rate is provisional.

 

A final escalation rate will be determined at LaunchDay minus ONE (1) month.

 

The final escalation rate will be a weighted averagecalculated as follows:

 

·                  [*]% on aWestern European producer price growth index,

 

·                  [*]% on aworldwide steel price growth index,

 

·                  [*]% on aRussian labor cost growth index.

 

The above indices will be initially selected within THIRTY (30) days ofEDC by mutual agreement of the Parties. If a selected index is no longeravailable or appropriate at the time of calculation of the final escalationrate for the Optional Launch, Parties will select by mutual agreement the bestavailable replacement index.

 

The Launch Services prices as set forth in 8.1(B)(ii) and the pricesfor Associated Services will be recalculated, using the final escalation rate,prorata, on a quarterly basis from 1 January 2011 to L* (L* being thefirst day of the provisional Launch Period selected at Optional Launchexercise).

 

Notwithstanding the calculated value of the final escalation rate, themaximum rate applicable shall not exceed [*]% per quarter and the minimum rateapplicable shall not be less than [*]% per quarter.

 

Any price differentials will be reconciled in the LaunchAssociated Payment.

 

1.12                           Paragraph10.1 of Article 10 (“PAYMENT FOR SERVICES”) of the Agreement is deletedand replaced as follows (for clarity, this new Paragraph 10.1 cancels Section 2(“Payment Schedule and Financing”) of Amendment #1):

 

“10.1                     Payment of theremuneration under Paragraph 8.1 of Article 8 of this Agreement shall bemade in accordance with the following payment schedule:

 

10.1.1 For each Firm LaunchServices:

 
| **DUE  DATE**             | ** ** | **Total  amount in US$ for each Firm   Launch referred in the sub-paragraph   8.1 (A) of Article 8 of this Agreement** |
|---------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|
| EDC                       |       | [*]                                                                                                                                   |
| EDC + 6 months            |       | [*]                                                                                                                                   |
| EDC + 12 months           |       | [*]                                                                                                                                   |
| L* - 9 months             |       | [*]                                                                                                                                   |
| L* - 6 months             |       | [*]                                                                                                                                   |
| L* - 3 months             |       | [*]                                                                                                                                   |
| Launch Associated Payment |       | [*]for Launch 1, 2 and 3   [*]for Launch 4                                                                                            |
| Total                     |       | 52 500 000 for Launch 1, 2  and 3   58 500 000 for Launch 4                                                            |

 

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Where

 

L* means the first day of the provisional Launch Period asapplicable to each respective Firm Launch and as defined (and potentiallyaccelerated) in accordance with sub-paragraph 6.2.1 (A) (ii) or 6.2.1(B) (ii) of Article 6 of this Agreement whichever is relevant.Except as set forth in Paragraph 11.4 of Article 11, L* is fixed for theduration of this Agreement.

 

The Launch Associated Payment shall be made at L+1 week (Lbeing the actual Launch Day) for any Firm Launch for which a subsequent Firmlaunch remains to be performed or a subsequent Optional Launch is alreadyexercised.

 

The Launch Associated Payment related to a Firm Launch forwhich there is no subsequent Firm Launch remaining to be performed or nosubsequent Optional Launch already exercised under this Agreement, shall bemade at L — 1 week (L being the actual Launch Day for the said Launch).

 

If the last contracted Launch under this Agreement isdelayed by ARIANESPACE by more than THIRTY (30) days after the LaunchAssociated Payment is made by CUSTOMER, ARIANESPACE shall immediatelyreturn  said Launch Associated Payment ifso requested by CUSTOMER. Said Launch Associated Payment shall remain due andpayable to ARIANESPACE at L-1 week in accordance with the newly establishedLaunch Day.

 

10.1.2 For the Optional Launch Services:

 
| **DUE  DATE**                    | ** ** | **Percentage  of the Launch Services   Price for the Optional Launch referred   in the sub-paragraph 8.1 (B) of Article   8 of this Agreement** | ** ** |
|----------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Optional Launch Date of Exercise |       | [*]                                                                                                                                                       | %          |
| L* - 18 months                   |       | [*]                                                                                                                                                       | %          |
| L* - 15 months                   |       | [*]                                                                                                                                                       | %          |
| L* - 12 months                   |       | [*]                                                                                                                                                       | %          |
| L* - 9 months                    |       | [*]                                                                                                                                                       | %          |
| L* - 6 months                    |       | [*]                                                                                                                                                       | %          |
| L* - 3 months                    |       | [*]                                                                                                                                                       | %          |
| Launch Associated Payment        |       | [*]                                                                                                                                                       | %          |
| **TOTAL**                        | ** ** | **100**                                                                                                                                                   | **%**      |

 

Where

 

L* means the first day of the provisional Launch Period asapplicable to the Optional Launch and as defined in accordance withsub-paragraph 6.2.2 of Article 6 of this Agreement.  Except as set forth in Paragraph 11.4 of Article 11,once defined at exercise of the Launch Option, L* is fixed for the duration ofthis Agreement.

 

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The Launch Associated Payment shall be made at L — 1 week(L being the actual Launch Day of the Optional Launch).

 

If the exercised Optional Launch under this Agreement isdelayed by ARIANESPACE by more than THIRTY (30) days after the LaunchAssociated Payment is made by CUSTOMER, ARIANESPACE shall immediately returnsaid Launch Associated Payment if so requested by CUSTOMER. Said LaunchAssociated Payment shall remain due and payable to ARIANESPACE at L-1 week inaccordance with the newly established Launch Day.”

 

1.13                           Sub-paragraph13.1.1 of Paragraph 13.1 (“Terms”) of Article 13 (“REPLACEMENT LAUNCH”) ofthe Agreement is deleted and replaced as follows:

 

“13.1.1                      For theFirm Launches and the Optional Launch, if any, CUSTOMER is entitled to requesta Replacement Launch from ARIANESPACE in the event that, following IntentionalIgnition, except in the case of Terminated Ignition, either the Launch Missionor the Satellite Mission has not been accomplished for any reason whatsoever.Replacement Launch Services are subject to the conditions set forth in this Article 13.Any and all other rights and remedies of CUSTOMER are excluded whatever theirnature.

 

For clarity it is hereby acknowledged by the Partiesthat CUSTOMER shall be entitled to a limited number of Replacement Launches,such that the maximum number of Launches provided by ARIANESPACE under thisAgreement, together with said Replacement Launches, equals to SIX (6),including the FOUR (4) Firm Launches and the Optional Launch if any.”

 

1.14                         Sub-paragraph18.2.1, 18.2.2 and 18.2.3 of Paragraph 18.2 of Article 18 (“TERMINATION BYCUSTOMER”) of the Agreement are deleted and replaced as follows:

 

“18.2.1           Basictermination fees for the Firm Launches depending of the date of termination asfollows:

 
| **Effective  Date of Termination** | ** ** | **Termination  Fees  Percentage of Launch   Services Price for each   launch referred to in Sub-  paragraph 8.1 (A) of Article 8   of this Agreement** |
|------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| On or before C-21                  |       | [*]%                                                                                                                                                             |
| From C-21 to C-18                  |       | [*]%                                                                                                                                                             |
| From C-18 to C-15                  |       | [*]%                                                                                                                                                             |
| From C-15 to C-10                  |       | [*]%                                                                                                                                                             |
| From C-10 to C-7                   |       | [*]%                                                                                                                                                             |
| After C-7 (*)                      |       | [*]% ([*]%) (*)                                                                                                                                                  |

 

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Where:

 

For the Firm Launches, C means the first day of theprovisional Launch Period for Firm Launch N° 1, 2, 3, and/or 4 as defined inParagraphs 6.2.1(A)(ii) and 6.2.1.(B)(ii), whichever is applicable, as maybe adjusted by the aggregate duration of postponements requested by ARIANESPACEin accordance with Paragraph 11.3 to the actual Launch Period, Launch Slot orLaunch Day as defined in accordance with Paragraphs 6.2, 6.3, 6.4 or 6.5.

 

(*) with respect to Firm Launch N° 4 only, the percentageof termination fees applicable after C-7 shall be [*]%.

 

18.2.2                 Basictermination fees for the Optional Launch depending of the date of terminationas follows:

 
| **Effective  Date of Termination** | ** ** | **Termination  Fees  Percentage of Launch   Services Price for the   Optional launch referred to   in Sub-paragraph 8.1 (B) and   8.2 of Article 8 of this   Agreement** | ** ** |
|------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| On or before C-21                  |       | [*]%                                                                                                                                                                               |       |
| From C-21 to C-18                  |       | [*]%                                                                                                                                                                               |       |
| From C-18 to C-15                  |       | [*]%                                                                                                                                                                               |       |
| From C-15 to C-10                  |       | [*]%                                                                                                                                                                               |       |
| From C-10 to C-7                   |       | [*]%                                                                                                                                                                               |       |
| After C-7                          |       | [*]%                                                                                                                                                                               |       |

 

Where:

 

C means the first day of the provisional Launch Period asdefined in Paragraph 6.2.2, as may be adjusted by the aggregate duration ofpostponements requested by ARIANESPACE in accordance with Paragraph 11.3 to theactual Launch Period, Launch Slot or Launch Day as defined in accordance withParagraphs 6.2, 6.3, 6.4 or 6.5.

 

18.2.3                 Plus (i) anyother amount(s) due including, without limitation, late payment interestunder the Agreement at the effective date of termination, and (ii) theprice of those Associated Services provided, at CUSTOMER’s cost, which haveactually been performed as of the date of termination.

**Section 3 -**

 

This Amendment No 2 shall be effective as of itsdate of execution by both Parties.

 

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ThisAmendment #2 constitutes an amendment to the Agreement. It cancels theterms of Amendment #1. Except as expresslyprovided herein, any other terms and provisionsof the Agreement not modified by this Amendment #2 shall remain unchangedand in full force and effect.

 

**INWITNESS WHEREOF THE PARTIES HAVE EXECUTED TWO (2) ORIGINALS OF THISAMENDMENT #2.**

 

Executed in Paris, on24th June 2009

 
| **CUSTOMER** |                    | **ARIANESPACE** |
|--------------|-------------------------|-----------------|
|         |                    |            |   |   |
|         |                    |            |   |   |
| Name:        | Anthony J. Navarra      |            | Name: | Jean–Yves Le Gall |
|         |                    |            |   |   |
| Title:       | President               |            | Title: | Chairman & CEO |
|         |                    |            |   |   |
|         |                    |            |   |   |
| Signature:   | /S/  Anthony J. Navarra |            | Signature: | /S/  Jean-Yves Le Gall |
|              |                         |                 |  |  |  |  |

 

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