Exhibit 10.48


 


	To:	Globalstar, Inc.
	 	300 Holiday Square Boulevard
	 	Covington, Louisiana 70433
	 	United States of America
	 	Attention: James Monroe III


 


	From:	BNP Paribas, as the COFACE Agent
	 	 
	Date:	21st November 2012


 


By Express Mail and E-mail


 


Dear Sirs,


 


Waiver Letter No.12 - COFACE Facility


 



 











	1.	We refer to:
	 	 
		(a)	the facility agreement dated 5 June 2009 between
Globalstar, Inc. as the Borrower, BNP Paribas, Societe Generale, Natixis, Credit Agricole Corporate and Investment Bank and Credit
Industriel et Commercial as the Mandated Lead Arrangers, BNP Paribas as the Security Agent and the COFACE Agent and the banks and
financial institutions listed in schedule 1 (Lenders and Commitments) thereto as the Original Lenders, as amended from time
to time (the "Facility Agreement");
	 	 	 



		(b)	the accounts agreement dated 5 June 2009 between
the Borrower, Thermo, the Offshore Account Bank, the Security Agent and the COFACE Agent (as amended and restated pursuant to the
deed of waiver and amendment No.7 dated 30 September 2011) (the "Accounts Agreement");
	 	 	 



		(c)	the reservation of rights letter dated 29 June 2012 from the COFACE
Agent to the Borrower (the "Reservation of Rights Letter");



		(d)	the amendment and waiver request letter dated
3 July 2012 from the Borrower to the COFACE Agent setting out, among other things, certain Defaults (the "Relevant Defaults");
and
	 	 	 



		(e)	the contingent equity funding notice dated
5 November 2012 from the Borrower to BNP Paribas and Thermo and an updated schedule delivered by the Borrower to the COFACE Agent
on 16 November 2012 setting out in detail the nature of the Deficiency (as such term is defined in the Accounts Agreement) (the
"Deficiency Schedule").



 


		2.	Unless otherwise defined herein, terms and expressions
defined in the Reservation of Rights Letter shall have the same meaning when used in this letter (the "Letter").



 




    	



    	 



    

 


		3.	We write to you in our capacity as COFACE Agent under
the Finance Documents acting in our capacity as facility agent and Chef de File for and on behalf of the Finance Parties.
	 	 	 
	 	4.	As at the date of this Letter, certain Events of Default
have occurred and are continuing.



 



 


		5.	Pursuant to clause 6.2 (Permitted Withdrawals from
the Thermo Contingent Equity Account and the Borrower Contingent Equity Account) of the Accounts Agreement, no amounts may
be withdrawn from the Thermo Contingent Equity Account in accordance with clause 6.3(a)(ii)(B) (Contingent Equity Funding)
of the Accounts Agreement if a Default has occurred and is continuing.



 


		6.	Notwithstanding that certain Events of Default have
occurred prior to the date of this Letter and are continuing, subject to the terms of this Letter the COFACE Agent (acting on
the instructions of the Majority Lenders) agrees to waive on a temporary basis until the earlier of:



 





(a)31 January 2013;
and


 


(b)the
occurrence of an Event of Default which arises after the date of this Letter, (such date, the "Waiver
End-Date") the requirement that, pursuant to clause 6.2 (Permitted Withdrawals from the Thermo Contingent Equity
Account and the Borrower Contingent Equity Account) of the Accounts Agreement, "no Default has occurred and is
continuing" solely for the purpose of permitting transfers from the Thermo Contingent Equity Account to the
Collection Account in accordance with the Accounts Agreement.


 


		7.	For the avoidance of doubt, no transfer from the Thermo
Contingent Equity Account to the Collection Account will be permitted unless the Borrower has complied with all the terms and
conditions set out in clause 6 (Thermo Contingency Equity Account) of the Accounts Agreement (other than the requirement
that "no Default has occurred and is continuing" which is waived subject to the terms of this Letter).



 


		8.	As a condition to the Lenders granting the temporary
waiver referred to in paragraph 6 above, the Lenders agree to permit a transfer from the Thermo Contingent Equity Account to the
Collection Account on a date no earlier than the date of this Letter in an aggregate amount not to exceed six million nine hundred
and seventy five thousand Dollars (US$6,975,000) of which:



 


		(a)	six million two hundred thousand Dollars (US$6,200,000) is to be
applied solely in payment of the Deficiencies identified in the Deficiency Schedule; and
	 	 	 



		(b)	seven hundred and seventy-five thousand Dollars (US$775,000) (the
"Advisors Fees Amount"), in relation to which:



(i)two
hundred and seventy five thousand Dollars (US$275,000) of the total aggregate amount of the Advisors Fees Amount shall be
held on an account to be held with, and in the name of, the COFACE Agent in respect of professional fees, costs and
expenses incurred, or anticipated to be incurred, by FTI Consulting; and


(ii)five hundred thousand Dollars (US$500,000)
of the total aggregate amount of the Advisors Fees Amount shall be held on an account to be held with, and in the name of, the
COFACE Agent in respect of professional fees, costs and expenses incurred, or anticipated to be incurred, by White & Case
LLP as legal advisors to the Finance Parties, in each case, prior to the Waiver End-Date.


 






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		9.	If the professional fees, costs and expenses referred
to in paragraph 8 above amount to:



 


		(a)	in
the case of FTI Consulting only, less than two hundred and seventy five thousand Dollars (US$275,000);
	 	 	 



		(b)	in
the case of White & Case LLP only, less than five hundred thousand Dollars (US$500,000); and/or
	 	 	 



		(c)	in
the case of FTI Consulting and White & Case LLP together, less than the Advisors Fees Amount, as determined
by the COFACE Agent on the basis of the invoices submitted by FTI Consulting and White & Case LLP for their respective services
for the period up to and including the Waiver End-Date (such invoices to be submitted within ten (10) Business Days of the Waiver
End-Date) then, subject to the terms of the Finance Documents, the Borrower shall be entitled to a reimbursement of any unapplied
portion of the Advisors Fee Amount. Within ten (10) Business Days of receipt of such invoices, the COFACE Agent shall notify the
Borrower of the amount to be reimbursed to it, and shall transfer such amount from the relevant account to the Collection Account,



 


		10.	The granting of the temporary waiver referred to in
paragraph 6 above shall in no circumstances be construed to be, other than for the sole purpose described above, a waiver of:



 


		(a)	any Relevant Default; or
	 	 	 



		(b)	any
other Default which has occurred or which may occur in the future (and whether or not any Finance Party is aware of the same),
including, but not limited to, any rights which may arise under clause 24 (Remedies upon an Event of Default) of the Facility
Agreement.
	 	 	 
	11.	This Letter is provided without prejudice to:



 






		(a)	the Reservation of Rights Letter; and
	 	 	 



		(b)	each Obligor's continuing obligations under the Finance Documents
to which it is a party and which continuing obligations shall remain in full force and effect.






 



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		12.	As a condition to the Lenders granting the temporary
waiver referred to in paragraph 6 above, the Borrower shall pay to the COFACE Agent and each COFACE Lender the "Waiver
Fees" (as such term is defined in the sixth amendment letter to the Facility Agreement dated 30 March 2011 and entered
into between, amongst others, the Obligors and certain other parties to the Facility Agreement) no later than the date that is
five (5) Business Days after the date of this Letter.
	 	 	 
	 	13.	Each Obligor confirms in favour of the COFACE Agent that:



 






		(a)	it hereby agrees to the terms and conditions of this Letter; and
	 	 	 



		(b)	notwithstanding this Letter, each Finance Document to which it is
a party remains in full force and effect and the rights, duties and obligations of each Obligor are not, except as expressly stated
to the contrary in this Letter, released, discharged or impaired by this Letter.



 


		14.	The following provisions of the Facility Agreement are
incorporated into this Letter, mutatis mutandis, as if set out in this Letter with references to "this Agreement"
being construed as references to this Letter: clauses 17 (Costs and Expenses), 35 (Partial Invalidity), 38 (Counterparts),
39 (Governing Law) and 40 (Enforcement).
	 	 	 
	 	15.	This Letter shall constitute a Finance Document.










		16.	Any failure by the Borrower to comply with this Letter
shall, subject to any applicable grace periods under the Finance Documents, constitute an Event of Default.



 


		17.	Other than as set out in this Letter, each Finance
Document shall remain in full force and effect. Each Finance Party reserves all other rights or remedies it may have now or in
the future.



 


		18.	Other than in respect of each Finance Party, a person
who is not a party to this Letter may not rely on it and the terms of the Contracts (Rights of Third Parties) Act 1999 are excluded.



 


Please confirm your acceptance of and agreement
to, the provisions of this Letter by signing and dating the enclosed copy of this Letter and returning it to the COFACE Agent.


 


Yours faithfully


 


/s/ Jean Philippe Poirier


 


/s/ E. Galzy


 


For and on behalf of

BNP Paribas

as COFACE Agent for and on behalf of the Finance Parties


 




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Acknowledged and agreed


For and on behalf of


Globalstar, Inc.


as Borrower


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


 


Acknowledged and agreed


For and on behalf of


Thermo Funding Company LLC


as Obligor


 


/s/ James Monroe III


By: James Monroe III


Title: Manager

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


GSSI, LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


Globalstar Security Services, LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


Globalstar C, LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 






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Acknowledged and agreed


For and on behalf of


Globalstar USA, LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


Globalstar Leasing LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


Spot LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


ATSS Canada, Inc.


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


Globalstar Brazil Holdings, L.P.


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 






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Acknowledged and agreed


For and on behalf of


GCL Licensee LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 





Acknowledged and agreed


For and on behalf of


GUSA Licensee LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


Acknowledged and agreed


For and on behalf of


Globalstar Licensee LLC


as Subsidiary Guarantor


 


/s/ James Monroe III


By: James Monroe III


Title: CEO

Date: 11/21/12


 


 



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