Dated 7 August 2015 Second Global Amendment and Restatement Agreement

Globalstar, Inc., a corporation duly organised and validly existing under the laws of the State of Delaware, with its principal office located at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America (the “Borrower”);

Thermo Funding Company LLC, a limited liability company duly organised and existing under the laws of the State of Colorado, with its principal office located at 1735 Nineteenth Street, Second Floor, Denver, Colorado 80202, United States of America (“Thermo” and the “Subordinated Creditor”);

The Subsidiary Guarantors, listed in Schedule 2 (Subsidiary Guarantors) as Subsidiary Guarantors (the “Subsidiary Guarantors”);

BNP Paribas, a société anonyme with a share capital of €2,491,915,350 organised and existing under the laws of the Republic of France, whose registered office is at 16 boulevard des Italiens, 75009 Paris, France registered under number 662 042 449 at the Commercial Registry of Paris, acting in its capacity as facility agent and Chef de File for and on behalf of the Finance Parties (the “COFACE Agent”);

BNP Paribas, a société anonyme with a share capital of €2,491,915,350 organised and existing under the laws of the Republic of France, whose registered office is at 16 boulevard des Italiens, 75009 Paris, France registered under number 662 042 449 at the Commercial Registry of Paris, acting in its capacity as the security agent (the “Security Agent”);

BNP Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment Bank (formerly known as Calyon) and Credit Industriel et Commercial, each acting in its capacity as a mandated lead arranger (the “Mandated Lead Arrangers”); and

The Banks and Financial Institutions listed in Schedule 1 (Lenders) as lenders (the “Lenders”).

The Borrower, the COFACE Agent, the Original Lenders and others entered into a facility agreement dated 5 June 2009 (the “Original Facility Agreement”).

Following the occurrence of certain Defaults and Events of Default under the Original Facility Agreement, the Borrower, the Subsidiary Guarantors, the Security Agent, the COFACE Agent, the Lenders and Thermo entered into an equity commitment, restructuring support and consent agreement dated 20 May 2013 (the “Restructuring Support and Consent Agreement”) pursuant to which the Borrower requested that, among other things, the Lenders consent and agree to a restructuring of the obligations of the Borrower under the Original Facility Agreement on the basis of certain key terms as set out therein, and subject to other terms and conditions as set out therein (the “Initial Restructuring”).

In connection with the Initial Restructuring, the Parties entered into a global deed of amendment and restatement dated 31 July 2013, as amended, varied and modified from time to time (the “First GARA”), pursuant to which the Parties agreed to, among other things, amend and restate the Original Facility Agreement (as amended and restated, the “First Amended and Restated Facility Agreement”) on the terms and subject to the First GARA.

The Parties have agreed to amend and restate the First Amended and Restated Facility Agreement on the terms and subject to the conditions of this Agreement.

Globalstar, Inc., a corporation duly organised and validly existing under the laws of the State of Delaware, with its principal office located at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America (the “Borrower”);

Thermo Funding Company LLC, a limited liability company duly organised and existing under the laws of the State of Colorado, with its principal office located at 1735 Nineteenth Street, Second Floor, Denver, Colorado 80202, United States of America (“Thermo” and the “Subordinated Creditor”);

The Subsidiary Guarantors, listed in Schedule 2 (Subsidiary Guarantors) as Subsidiary Guarantors (the “Subsidiary Guarantors”);

BNP Paribas, a société anonyme with a share capital of €2,491,915,350 organised and existing under the laws of the Republic of France, whose registered office is at 16 boulevard des Italiens, 75009 Paris, France registered under number 662 042 449 at the Commercial Registry of Paris, acting in its capacity as facility agent and Chef de File for and on behalf of the Finance Parties (the “COFACE Agent”);

BNP Paribas, a société anonyme with a share capital of €2,491,915,350 organised and existing under the laws of the Republic of France, whose registered office is at 16 boulevard des Italiens, 75009 Paris, France registered under number 662 042 449 at the Commercial Registry of Paris, acting in its capacity as the security agent (the “Security Agent”);

BNP Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment Bank (formerly known as Calyon) and Credit Industriel et Commercial, each acting in its capacity as a mandated lead arranger (the “Mandated Lead Arrangers”); and

The Banks and Financial Institutions listed in Schedule 1 (Lenders) as lenders (the “Lenders”).

The Borrower, the COFACE Agent, the Original Lenders and others entered into a facility agreement dated 5 June 2009 (the “Original Facility Agreement”).

Following the occurrence of certain Defaults and Events of Default under the Original Facility Agreement, the Borrower, the Subsidiary Guarantors, the Security Agent, the COFACE Agent, the Lenders and Thermo entered into an equity commitment, restructuring support and consent agreement dated 20 May 2013 (the “Restructuring Support and Consent Agreement”) pursuant to which the Borrower requested that, among other things, the Lenders consent and agree to a restructuring of the obligations of the Borrower under the Original Facility Agreement on the basis of certain key terms as set out therein, and subject to other terms and conditions as set out therein (the “Initial Restructuring”).

In connection with the Initial Restructuring, the Parties entered into a global deed of amendment and restatement dated 31 July 2013, as amended, varied and modified from time to time (the “First GARA”), pursuant to which the Parties agreed to, among other things, amend and restate the Original Facility Agreement (as amended and restated, the “First Amended and Restated Facility Agreement”) on the terms and subject to the First GARA.

The Parties have agreed to amend and restate the First Amended and Restated Facility Agreement on the terms and subject to the conditions of this Agreement.

the notice dated 23 March 2015 from the COFACE Agent to the Borrower;

the letter dated 16 April 2015 from the COFACE Agent to the Borrower;

the letter dated 24 April 2015 from the COFACE Agent to the Borrower;

the letter dated 29 April 2015 from the COFACE Agent to the Borrower; and

the e-mail of 7 May 2015 from Solenne Regourd (for and on behalf of the COFACE Agent) to Timothy E. Taylor (for and on behalf of the Borrower).

this Agreement;

the Second Amended and Restated Facility Agreement;

the Second Terrapin Purchase Agreement;

the Irrevocable Limited Power of Attorney;

the Second Thermo Group Undertaking Letter;

the August 2015 Side-Letter; and

any notices or schedules entered into pursuant to any of the foregoing.

A person which is not a party to this Agreement (a “third party”) shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

The Parties may, without the consent of any third party, vary or rescind this Agreement.

As of the Effective Date, subject to the terms of this Agreement and the other Finance Documents (as applicable), Thermo agrees to make, or cause to be made, available to the Borrower cash equity financing (including for this purpose, convertible subordinated debt, subordinated debt, subordinated debt with warrants, or similar equity-like financial instruments which, in all cases, shall be subject to definitive documentation, including, without limitation, subordination provisions, acceptable to the COFACE Agent, the Majority Lenders and COFACE) during the Commitment Period in an aggregate amount of US$30,000,000 (the “Second Effective Date Commitment”).

If, during the Commitment Period, Thermo receives written notice demanding monies in an amount specified from the Borrower, then within fifteen (15) Business Days Thermo shall make, or cause to be made, available to the Borrower such

If, during the Commitment Period, an Event of Default has occurred and is continuing, then within five (5) days of receipt of any notice from the COFACE Agent specifying an amount of monies reasonably believed by the COFACE Agent to be necessary to fund the capital requirements of the Borrower, the Borrower shall issue a Fixed Request Notice (as defined in the Second Terrapin Purchase Agreement or the Replacement Purchase Agreement (as defined in the Second Amended and Restated Facility Agreement), as applicable) to Terrapin or the Replacement Investor, as applicable, for the amount specified in such notice from the COFACE Agent.  If Terrapin or the Replacement Investor fails to purchase shares of the Borrower and provide the Borrower with cash proceeds in an amount equal to that which was specified in the COFACE Agent’s notice (as described in the preceding sentence), then the COFACE Agent may issue a written notice to Thermo demanding such monies for the Borrower, and, within fifteen (15) Business Days Thermo shall make, or cause to be made, available to the Borrower such requested monies, provided that the amount of such requested monies is less than or equal to the Remaining Second Effective Date Commitment at such time.

The outstanding balance of the Second Effective Date Commitment shall only be reduced pursuant to Clause 7.2(b) (Terrapin Equity Funding) or otherwise by cash equity financing received by the Borrower and utilized as an Equity Cure Contribution during the Commitment Period from Thermo or an external equity funding source, including Terrapin or a Replacement Investor (as defined in the Second Amended and Restated Facility Agreement). For the avoidance of doubt, the Second Effective Date Commitment shall not be reduced by any cash proceeds from any cash equity financing received on or prior to the Effective Date from any person, including, without limitation, the cash equity financing provided by Terrapin on or about 22 June 2015, as described in Clause 7.2(a) (Terrapin Equity Financing).

Thermo hereby acknowledges and agrees that:

it shall execute and deliver all agreements, instruments, certificates, filings and other documents necessary, or otherwise reasonably requested by the Borrower or the COFACE Agent, to effect the Second Effective Date Commitment in accordance with the terms set out in this Clause 3 (Equity Commitment from Thermo);

its obligation to fund the Second Effective Date Commitment shall be irrevocable and subject only to the conditions expressly set out in this Clause 3 (Equity Commitment from Thermo); and

it shall procure that any third-party that provides the Borrower or any of the Subsidiary Guarantors with convertible subordinated debt, subordinated debt, subordinated debt with warrants, or similar equity-like financial instruments shall agree to be bound by subordination provisions on terms acceptable to the COFACE Agent, the Majority Lenders and COFACE.

Subject to the disclosures set out in Schedule 5 (Disclosures) and the August 2015 Side-Letter, on each of the date of this Agreement and the Effective Date, the Borrower repeats in favour of the Finance Parties each of the representations and warranties set out in clause 18 (Representations) of the Second Amended and Restated Facility Agreement but with reference to the facts existing as of the date on which such representation is being repeated (with, in respect of any representations and warranties repeated on the date of this Agreement, any reference therein to the “Effective Date” being deemed to be the date of this Agreement).

On the Effective Date, the Borrower represents that the obligations of the Borrower and Terrapin under the Second Terrapin Purchase Agreement:

are, subject to the Reservations, the legal, valid, binding and enforceable obligations of the Borrower, and, to the best of the Borrower’s knowledge, Terrapin; and

have not been repudiated, terminated or otherwise cancelled by the Borrower or Terrapin and there is no breach thereunder by either party thereto.

to the COFACE Agent (for the account of each Lender) a waiver fee in an amount equal to US$15,000 per Lender; and

to the COFACE Agent (for its own account) a waiver fee in an amount equal to US$10,000.

each Obligor irrevocably and unconditionally confirms its acceptance of the Second Amended and Restated Facility Agreement;

each Obligor irrevocably and unconditionally confirms that notwithstanding this Agreement, each Finance Document to which it is a party remains in full force and effect and the rights, duties and obligations of each Obligor thereunder are not released, discharged or impaired by this Agreement;

each Subsidiary Guarantor irrevocably and unconditionally confirms that its guarantee and indemnity under clause 2.1 (Guarantee and Indemnity) of the Original Guarantee Agreement (as defined in the First GARA) or the Additional Guarantee Agreement (as defined in the First GARA) (as the case may be):

continues in full force and effect on the terms of the Original Guarantee Agreement or the Additional Guarantee Agreement (as the case may be); and

extends to the liabilities and obligations of the Obligors under the Finance Documents (including this Agreement);

each Obligor irrevocably and unconditionally confirms that any Lien created by it under the Security Documents extends to the liabilities and obligations of the Obligors under the Finance Documents subject to any limitations set out in the Security Documents; and

each Obligor irrevocably and unconditionally confirms that the Liens created under the Security Documents to which it is a party continue in full force and effect on the terms of the Security Documents.

each Obligor irrevocably and unconditionally confirms its acceptance of the Second Amended and Restated Facility Agreement;

each Obligor irrevocably and unconditionally agrees that it is bound by the terms of the Second Amended and Restated Facility Agreement applicable to it;

each Subsidiary Guarantor irrevocably and unconditionally confirms that its guarantee and indemnity under clause 2.1 (Guarantee and Indemnity) of the Amended and Restated Guarantee Agreement (as defined in the First GARA):

continues in full force and effect on the terms of the Amended and Restated Guarantee Agreement (as defined in the First GARA); and

extends to the liabilities and obligations of the Obligors under the Finance Documents;

each Obligor irrevocably and unconditionally confirms that, except as explicitly provided for in this Agreement, each Finance Document to which it is a party remains in full force and effect and the rights, duties and obligations of each Obligor thereunder are not released, discharged or impaired by this Agreement;

each Obligor irrevocably and unconditionally confirms that any Lien created by it under the Security Documents extends to the liabilities and obligations of the Obligors under the Finance Documents (as such term is defined in the Second Amended and Restated Facility Agreement and including the Restructuring Documents) subject to any limitations set out in the Security Documents;

each Obligor irrevocably and unconditionally confirms that the obligations of the Obligors arising under the Finance Documents (as such term is defined in the Second Amended and Restated Facility Agreement and including the Restructuring Documents) are included in the definition of the relevant secured obligations (howsoever defined) for the purposes of the Security Documents; and

each Obligor irrevocably and unconditionally confirms that the Liens created under the Security Documents to which it is a party continue in full force and effect on the terms of the Security Documents.

As of the Effective Date, the Finance Parties acknowledge and agree that the US$14,000,000 in equity financing received by the Borrower from Terrapin on 22 June 2015 pursuant to the First Terrapin Purchase Agreement (as defined in the Second Amended and Restated Facility Agreement) shall be credited towards the Relevant Contribution (to the extent needed) for the purposes of curing a breach of a relevant covenant in respect of a Relevant Period ending on 30 June 2015 which was within the thirty (30) day period after providing notice. For the avoidance of doubt, nothing herein shall be deemed a waiver of any right of the Finance Parties to assert an Event of Default pursuant to clause 23.2 (Financial

The Finance Parties acknowledge and agree that:

the US$15,000,000 in equity financing to be received by the Borrower from Terrapin pursuant to paragraph 3(a) of Schedule 6 (Conditions Subsequent to the Effective Date) may be used in its entirety or in part for any Relevant Contribution to cure a breach of a relevant covenant in respect of a Relevant Period ending on 31 December 2015; and

the Second Effective Date Commitment shall be reduced by the amount of such funds received pursuant to paragraph (b)(i) above at such time as the Borrower receives such funds.

For the avoidance of doubt, no portion of such equity financing shall apply towards a breach of a relevant covenant in respect of a Relevant Period ending on 30 June 30 2015.

The provisions of the First Amended and Restated Facility Agreement and each other Finance Document, save as amended hereby, continue in full force and effect.

For the avoidance of doubt, this Agreement shall not constitute an assignment or novation of any of the rights and obligations of any party to the First Amended and Restated Facility Agreement, nor shall it constitute an amendment to any Finance Document (except as expressly provided in this Agreement) or Security Document in place at the date of this Agreement, each of whose terms shall remain in full force and effect.

The Borrower confirms that it has advised the COFACE Agent of any Defaults and/or Events of Default existing under the Finance Documents (the “Existing Defaults”) as of the date of this Agreement.

The Lenders agree that on and from the Effective Date, all Existing Defaults (to the extent that such Existing Defaults are continuing) shall be permanently waived.

Subject to paragraph (d) below, the waiver contained in this Clause 8.2 (Waiver of Existing Defaults) shall extend solely to the Existing Defaults which have occurred as of the date of this Agreement and shall not apply to any Defaults or Events of Default which first occur following the date of this Agreement (including those of a similar nature to the Existing Defaults).

If:

any Defaults or Events of Default arise during the period from the date of this Agreement to the Effective Date (the “Relevant Defaults”); and

the COFACE Agent receives a written request from the Borrower requesting the designation of the Relevant Defaults as Existing Defaults,

BNP Paribas;

Société Générale;

Natixis;

Crédit Agricole Corporate and Investment Bank; and

Crédit Industriel et Commercial.

GSSI, LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar Security Services, LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar C, LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar USA, LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar Leasing LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Spot LLC, a limited liability company organised in Colorado, United States of America, with organisational identification number 20071321209 and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

ATSS Canada, Inc., a corporation incorporated in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar Brazil Holdings, L.P., a limited partnership formed in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

GCL Licensee LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

GUSA Licensee LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar Licensee LLC, a limited liability company organised in Delaware, United States of America, with organisational identification number  ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433, United States of America;

Globalstar Media, L.L.C., a limited liability company organised in Louisiana, United States of America, with organisational identification number 40224959K and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433; and

Globalstar Broadband Services Inc. a corporation incorporated in Delaware, United States of America, with organisational identification number ###-###-#### and whose chief executive office is at 300 Holiday Square Boulevard, Covington, LA 70433.

A copy of the constitutional documents of each Obligor.

A copy of a resolution of the board of directors of each Obligor:

approving the terms of, and the transactions contemplated by, the Restructuring Documents to which it is a party and resolving that it execute the Restructuring Documents to which it is a party;

authorising a specified person or persons to execute the Restructuring Documents to which it is a party on its behalf; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Restructuring Documents to which it is a party.

A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b) above.

A certificate from a Responsible Officer of the Borrower certifying that, as at the Effective Date:

each copy document relating to an Obligor specified in this Schedule 3 (Conditions Precedent to the Effective Date) is correct, complete and in full force and effect as at the Effective Date;

all representations and warranties of the Obligors contained in the Restructuring Documents are true, correct and complete in all respects;

none of the Obligors is in violation of any of the covenants contained in the Restructuring Documents save as set out in the Restructuring Documents; and

after giving effect to the transactions contemplated by the Restructuring Documents, no Default or Event of Default has occurred and is continuing.

Certificates as of a recent date of the good standing of each Obligor under the laws of its jurisdiction of organisation and, to the extent requested by the COFACE Agent, each other jurisdiction where such Obligor is qualified to do business.

this Agreement; and

each of the other Restructuring Documents (other than the Second Amended and Restated Facility Agreement which shall be scheduled to this Agreement).

Certification by a Responsible Officer of the Borrower that no amendment, variation, novation, supplement, waiver, or modification shall have been made to, or in respect of, the terms of the 8% New Notes or the Thermo Loan Agreement since execution of the First GARA.

Evidence (which must include a certification by the Borrower) that the Borrower has received the equity financing from Terrapin described in Clause 7.2(a) (Terrapin Equity Financing).

Evidence that any process agent referred to in the Finance Documents has accepted its appointment.

A copy of any other Authorisation or other document, opinion or assurance which any Lender considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Restructuring Document or for the validity or enforceability of any Restructuring Document.

Payment of all fees, costs and expenses of the Finance Parties associated with the negotiation, preparation, due diligence, documentation, administration and closing of the Restructuring Documents and the transactions contemplated therein, including payment in cash of:

the Amendment Fee, and

all fees and expenses of the Finance Parties and their professional advisors, including, without limitation, any fees payable to White & Case LLP and FTI Consulting, Inc., as approved by the Lenders.

Receipt by the COFACE Agent of a comfort letter addressed to it from James Monroe III.

Receipt by the COFACE Agent of a letter addressed to it from Thermo and the beneficiary of the ultimate owner of Thermo acknowledging that:

the Lenders have requested the provision of the financial statements (or equivalent document) of Thermo and certain “Know Your Customer” documentation in respect of the “James Monroe Revocable Trust dated January 1, 1997”, which have not been provided by Thermo on the basis that such documents are not available; and

if a Lender is obliged by its compliance reporting requirements to report the unavailability of the financial statements (or equivalent document) of Thermo or such “Know Your Customer” documentation, Thermo and the ultimate owner of Thermo agree to take all such action required to release the relevant Lender from any potential liability that may be asserted against it if Thermo or the ultimate owner of Thermo (as beneficiary of the above-mentioned trust) suffers any negative consequences due to such documents not being provided to the Lenders,

Globalstar, Inc. v. Thales Alenia Space France. On June 3, 2011, the Borrower filed a demand for arbitration against Thales Alenia Space France (“Thales”) before the American Arbitration Association to enforce certain rights to order additional satellites under the Amended and Restated Contract for the construction of the Globalstar Satellite for the Second Generation Constellation dated and executed in June, 2009 (“2009 Contract”).

Borrower petition for rulemaking. The Borrower filed a petition for rulemaking with the FCC on November 13, 2012 in order to obtain regulatory authority to offer terrestrial services over its mobile satellite services (MSS) spectrum, including mobile broadband services.

Iridium petition for rulemaking. On February 11, 2013 Iridium Constellation LLC (“Iridium”) filed a petition for rulemaking with the FCC requesting that 2.725 MHz of Big Leo spectrum presently licensed to the Borrower be reallocated to Iridium’s exclusive use. This includes 1.775 MHz of spectrum currently licensed to the Borrower exclusively at 1616-1617.775 MHz, as well as 0.95 MHz of spectrum currently shared by the Borrower and Iridium at ###-###-####.725 MHz. Iridium also filed a motion to consolidate its petition for rulemaking with the petition for rulemaking filed by the Borrower in November of 2012 to receive terrestrial flexibility to offer mobile broadband services. On November 1, 2012, the Commission requested public comment on Iridium’s petition.

Tax Returns and Payments. The Borrower operates in various U.S. and foreign tax jurisdictions. The process of determining its anticipated tax liabilities involves many calculations and estimates which are inherently complex. The Borrower believes that it has complied in all material respects with its obligations to pay taxes in these jurisdictions. However, its position is subject to review and possible challenge by the taxing authorities of these jurisdictions. If the applicable taxing authorities were to challenge successfully its current tax positions, or if there were changes in the manner in which the Borrower conducts its activities, the Borrower could become subject to material unanticipated tax liabilities. It may also become subject to additional tax liabilities as a result of changes in tax laws, which could in certain circumstances have a retroactive effect.

In January 2012, the Borrower’s Canadian subsidiary was notified that its income tax returns for the years ended October 31, 2008 and 2009 had been selected for audit. The Borrower’s Canadian subsidiary is in the process of collecting the information required by the Canada Revenue Agency.  The Canada Revenue Agency has reviewed the information provided by the Borrower’s Canadian subsidiary and has issued an assessment for those years under audit. The Borrower’s Canadian subsidiary has filed an objection for the cash settlement and for the net operating loss carry forward to be adjusted for the assessed amount.

Except for the audits noted above, neither the Borrower nor any of its Subsidiaries are currently under audit by the IRS or by any state jurisdiction in the United States. The Borrower's corporate US tax returns for 2010 and subsequent years remain subject to examination by tax authorities. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.

Through a prior foreign acquisition the Borrower acquired a tax liability for which the Borrower has been indemnified by the previous owners. As of December 31, 2014 and 2013, the Borrower had recorded a tax liability of $1.1million and $2.2 million, respectively, to the foreign tax authorities with an offsetting tax receivable from the previous owners. An agreement was reached in November of 2014 to settle the outstanding tax liability by utilization of the Brazilian Tax Amnesty program and the accumulated fiscal losses related to tax periods preceding the date of the agreement. The Borrower may be exposed to liabilities in the future if its subsidiary in Brazil, after making use of all available tax benefits and fiscal losses, incurs additional tax liabilities for which it may not be fully indemnified by the seller, or the seller may fail to perform its indemnification obligations.

In the Borrower's international tax jurisdictions, numerous tax years remain subject to examination by tax authorities, including tax returns for 2005 and subsequent years in most of the Borrower's international tax jurisdictions.

A legal opinion of White & Case LLP (advisers to the Lenders) as to matters of the laws of England and confirming, amongst other things, the validity and enforceability of this Agreement.

A legal opinion of Taft Stettinius & Hollister LLP (advisers to the Borrower) confirming, amongst other things, the due authorization of each Obligor, the validity and enforceability of the Restructuring Documents governed by New York law, and that the Finance Documents (except as expressly provided in this Agreement) and the Security Documents in place at the date of the Agreement are the legal, valid, binding and enforceable obligations of the Obligors, notwithstanding the amendments to the First Amended and Restated Facility Agreement as set out in this Agreement.

Such other favourable legal opinions of counsel to the Obligors addressed to the COFACE Agent (for and on behalf of itself and the other Finance Parties) with respect to the Obligors, the Restructuring Documents and such other matters as the COFACE Agent shall reasonably request, including, without limitation, FCC matters.

Within thirty (30) days of the Effective Date, or such later date as the COFACE Agent, acting on the instructions of the Lenders, may agree, a Security Document pledging 65% of the total outstanding Capital Stock of The World’s End (Proprietary) Limited and a consent thereto executed by The World’s End (Proprietary) Limited (including, without limitation, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of The World’s

Within thirty (30) days of the Effective Date, or such later date as the COFACE Agent, acting on the instructions of the Lenders, may agree, evidence of the completion of all recordings and filings of, or with respect to, the Amended and Restated Collateral Agreement (as defined in the First GARA), the Amended and Restated Pledge Agreement (as defined in the First GARA) and the Borrower Additional Pledge of Accounts as may be necessary to perfect any Lien intended to be created by such documents.

Within thirty (30) days of the Effective Date, or such later date as the COFACE Agent, acting on the instructions of the Lenders, may agree, evidence in such form as shall be acceptable to the COFACE Agent that the security interests (including the Liens) of the Finance Parties are perfected and subject only to Permitted Liens.

Such other documents as may be reasonably requested by the COFACE Agent, all in form, content and scope reasonably satisfactory to the COFACE Agent.

Evidence reasonably satisfactory to the COFACE Agent that the Borrower has delivered to Terrapin a Fixed Request Notice (as defined in the Second Terrapin Purchase Agreement) for, and has received in cash from Terrapin, at least US$15,000,000 in equity financing pursuant to the Second Terrapin Purchase Agreement by the later of (i) fifteen (15) Business Days after execution of this Agreement or (ii) 31 August 2015.

Payment in cash of all fees, costs and expenses of the Finance Parties associated with the negotiation, preparation, due diligence, documentation, administration and closing of all conditions subsequent to the Effective Date specified in this Schedule 6 (Conditions Subsequent to the Effective Date), including payment of all fees and expenses of the Finance Parties and their professional advisors, including, without limitation, any fees payable to White & Case LLP and FTI Consulting, Inc., as approved by the Lenders.