TO CONTRACT NUMBER GINC-C-08-0390 BETWEEN GLOBALSTAR, INC. AND HUGHES NETWORK SYSTEMS, LLC FOR RADIO ACCESS NETWORK (RAN) AND USER TERMINAL SUBSYSTEM

This Amendment No. 12 (“Amendment”) is entered into effective as of October 16, 2014 (“Effective Date”), by and between Hughes Network Systems, LLC, a limited liability company organized under the laws of Delaware (hereinafter referred to as the “Contractor”) with its principal place of business at 11717 Exploration Lane, Germantown, Maryland 20876 USA, and Globalstar, Inc., a company incorporated under the laws of Delaware with its principal place of business at 300 Holiday Square Blvd., Covington, Louisiana 70433 (hereinafter referred to as “Globalstar” or “Customer”). As used herein, Contractor and Globalstar may be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Contractor and Globalstar entered into Contract No. GINC-C-08-0390 for the delivery of the Radio Access Network (“RAN”) and the User Terminal Subsystem (“UTS”) (“Contract”) effective May 1, 2008;

WHEREAS, Contractor and Globalstar entered into a Letter Agreement, dated September 22, 2008, for the deferral of payment of certain Payment Milestones (“Deferred Payments”) under the Contract, subject to interest;

WHEREAS, Contractor and Globalstar entered into Amendment No. 1, dated June 16, 2009, for the payment of the Deferred Payments with interest, the PDR Payment Milestone and advance payments;

WHEREAS, Contractor and Globalstar entered into Amendment No. 2, dated August 28, 2009, to extend the schedule of the RAN and UTS program and to revise certain payment milestones and program milestones to reflect the revised program timeline;

WHEREAS, Contractor and Globalstar entered into Amendment No. 3, dated September 21, 2009, to incorporate the revised the program management schedule;

WHEREAS, Contractor and Globalstar entered into Amendment No. 4, dated March 24, 2010, to implement certain Contract Change Notices;

WHEREAS, Contractor and Globalstar entered into a Letter Agreement, dated March 21, 2011, for the deferral of payment of certain amounts due under the Contract, subject to interest, as amended (“March 2011 Deferral Letter”);

WHEREAS, Contractor, Globalstar Canada Satellite Co. (“Globalstar Canada”) and Globalstar, Inc. entered into Amendment No. 5, dated April 5, 2011, to substitute Globalstar Canada for Globalstar under the Contract and with certain exceptions, for all of Globalstar’s rights and obligations under the Contract to be assigned to and assumed by Globalstar Canada;

WHEREAS, Contractor and Globalstar Canada entered into Amendment No. 6, dated November 4, 2011, to extend the schedule of the RAN and UTS program and revise the remaining payment milestones and program milestones to reflect the revised program timeline;

WHEREAS, Contractor and Globalstar Canada entered into Amendment No. 7, dated February 1, 2012, to extend the schedule of the RAN and UTS program and revise the remaining payment milestones and program milestones to reflect the revised program timeline;

WHEREAS, Contractor and Globalstar Canada entered into Amendment No. 8, dated September 6, 2012, to extend the schedule of the RAN and UTS program and revise the remaining payment milestones and program milestones to reflect the revised program timeline;

WHEREAS, Contractor and Globalstar Canada entered into Amendment No. 9, dated January 18, 2013, to further extend the schedule of the RAN and UTS program and revise the remaining payment milestones and program milestones to reflect the revised program timeline;

WHEREAS, on July 9, 2013, Globalstar Canada exercised its right pursuant to Amendment No. 5, dated April 5, 2011, to unilaterally terminate Amendment No. 5 and reassign the Contract to Globalstar (the “July 9 Assignment”);

WHEREAS, following the July 9 Assignment, Contractor, Globalstar and Globalstar Canada entered into Amendment No. 10, dated August 7, 2013, confirming the assignment of the Contract from Globalstar Canada to Globalstar, effective as of July 9, 2013 and other matters;

WHEREAS, Contractor and Globalstar entered into a Letter Agreement, dated August 7, 2013, (“August 2013 Letter Agreement”) for the deferral of payment of certain amounts due under the Contract, subject to interest, which replaced and superseded the March 2011 Letter Agreement, and which was amended as of December 16, 2013;

WHEREAS, Globalstar has made certain payments to Contractor in accordance with the August 2013 Letter Agreement, including payment of Payment Milestone #13a;

WHEREAS, the Parties entered into Amendment No. 11, dated December 17, 2013, to further revise and extend the program and payment milestones for commencing and completing the remaining work under the Contract;

WHEREAS, on May 30, 2014, the Parties executed a letter agreement covering scope of work changes and another letter agreement covering equity payments;

WHEREAS, the Parties seek to enter into the formal Contract amendment provided for in the letter agreement covering scope of work changes.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the Parties agree to amend the Contract as follows:

1.    Exhibit C, Pricing Schedule and Payment Plan (Revision J), dated December 17, 2013, shall be deleted and replaced in its entirety by a new Exhibit C, Pricing Schedule and Payment Plan (Revision K), dated October 16, 2014.

2.    Exhibit A, Statement of Work (Revision G), dated December 17, 2013 shall be deleted and replaced in its entirety by a new Exhibit A, Statement of Work (Revision H), dated October 16, 2014.

3.    Exhibit B1, System Technical Specifications (Revision C), dated February 1, 2012, shall be deleted and replaced in its entirety by a new Exhibit B1, System Technical Specifications (Revision D), dated October 16, 2014.

4.    Exhibit B2, RAN Technical Specifications (Revision C), dated February 1, 2012, shall be deleted and replaced in its entirety by a new Exhibit B2, RAN Technical Specifications (Revision D), dated October 16, 2014.

5.    Exhibit B3, UTS Technical Specifications (Revision C), dated February 1, 2012, shall be deleted and replaced in its entirety by a new Exhibit B3, UTS Technical Specifications (Revision D), dated October 16, 2014.

6.     The Parties acknowledge and agree that Globalstar has paid through Payment Milestone Number 15a (set forth in Section 2.1 of Exhibit C) in full and has paid Payment Milestone Number 1 (set forth in Section 2.3 of Exhibit C) in full as of the Effective Date of this Amendment.

6.    This Amendment shall be governed by and interpreted according to the laws of the State of New York.

7.    This Amendment may be signed in counterparts and each original counterpart shall be deemed binding on each Party collectively and individually.

8.    Except as amended herein, all terms and conditions of the Contract shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have signed this Amendment.

    

    

    

    

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