Exhibit 10.5
LOAN AGREEMENT
Loan Agreement dated as of 25 June 2009, between Globalstar, Inc., a Delaware
corporation (the "Borrower"), and Thermo Funding Company LLC, a Colorado limited
liability company (the "Lender").
Recitals:
1.
THE BORROWER IS PARTY TO THE COFACE
FACILITY AGREEMENT DATED 5 JUNE 2009 (THE "COFACE AGREEMENT"), BETWEEN, AMONG
OTHERS, THE BORROWER, BNP PARIBAS AS THE SECURITY AGENT AND THE COFACE AGENT
("PARIBAS") AND THE LENDERS THEREUNDER, PURSUANT TO WHICH THE BORROWER WILL
BORROW UP TO $586,342,000.
2.
IT IS A CONDITION PRECEDENT TO ANY
BORROWINGS UNDER THE COFACE AGREEMENT THAT THE BORROWER ESTABLISH AN ACCOUNT
WITH PARIBAS UNDER THE ACCOUNTS AGREEMENT (AS DEFINED 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.
3.
THALES ALENIA SPACE FRANCE ("THALES")
HAS ENTERED INTO A GUARANTEE DATED AS OF 5 JUNE 2009 (THE "GUARANTEE"), PURSUANT
TO WHICH, UNDER CERTAIN CIRCUMSTANCES, THALES WILL PAY UP TO $12.5 MILLION TO
THE BORROWER FOR DEPOSIT IN THE DSRA.
4.
TO INDUCE THALES TO ENTER INTO THE
GUARANTEE, THE LENDER HAS ENTERED INTO A REIMBURSEMENT AGREEMENT DATED 5
JUNE 2009 (THE "REIMBURSEMENT AGREEMENT"), WITH THALES.
5.
THE LENDER HAS ENTERED INTO A CASH
CONTRIBUTION AGREEMENT WITH ARIANESPACE
DATED ON OR ABOUT THE DATE HEREOF AND
WITH HUGHES NETWORK SYSTEMS LLC ("HUGHES") DATED 17 JUNE 2009 (TOGETHER THE
"CONTRIBUTION AGREEMENTS"), PURSUANT TO WHICH THE LENDER MAY BORROW UP TO $10
MILLION FROM EACH OF ARIANESPACE AND HUGHES.
6.
THE LENDER HAS AGREED TO LEND AN
ADDITIONAL $5 MILLION TO BORROWER TO COMPLETE THE FUNDING OF THE DSRA.
THE BORROWER AND THE LENDER HEREBY AGREE AS FOLLOWS:
1.
LOANS.
A.
ON THE DATE HEREOF, (I) THE LENDER IS BORROWING, IN AGGREGATE, $20,000,000 FROM
ARIANESPACE AND HUGHES PURSUANT TO THE CONTRIBUTION AGREEMENTS AND (II) THE
BORROWER IS BORROWING AN ADDITIONAL $5 MILLION DIRECTLY FROM LENDER.
B.
ON THE DATE HEREOF, THE LENDER HAS DIRECTED ARIANESPACE AND HUGHES TO ADVANCE
SUCH FUNDS DIRECTLY TO THE BORROWER FOR DEPOSIT IN THE DSRA AND THE LENDER HAS
DEPOSITED $5 MILLION IN THE DSRA.
SUCH FUNDS SHALL BE DEEMED TO BE A LOAN BY
THE LENDER TO THE BORROWER.
1
C.
IF AT ANY TIME THALES MAKES ANY PAYMENT TO THE BORROWER PURSUANT TO THE
GUARANTEE, THE AMOUNT OF SUCH PAYMENT SHALL BE DEEMED TO BE AN ADDITIONAL LOAN
FROM THE LENDER TO THE BORROWER.
D.
ANY LOANS MADE OR DEEMED TO BE MADE BY THE LENDER TO THE BORROWER PURSUANT TO
1(B) OR 1(C), TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST CAPITALIZED PURSUANT
TO 2(B), ARE REFERRED TO IN THIS AGREEMENT AS THE "LOANS."
E.
THE LOANS SHALL NOT BE EVIDENCED BY A NOTE.
2.
INTEREST.
A.
INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS SHALL ACCRUE AT THE
RATE OF 12% PER ANNUM, PAYABLE MONTHLY IN ARREARS ON THE LAST DAY OF EACH MONTH.
B.
INTEREST ACCRUING ON THE LOANS AS PROVIDED IN 2(A) SHALL NOT BE PAYABLE IN CASH
BUT