Dated 30 June 2017 Third Global Amendment and Restatement Agreement between Globalstar, Inc. as the Borrower Thermo Funding Company LLC as Thermo and the Subordinated Creditor BNP Paribas as the BPIFAE Agent and the Security Agent The Banks and Financial Institutions named in Schedule1 (Lenders) as the Lenders and Others in respect of a BPIFAE Facility Agreement dated 5June 2009 and amended and restated on 22 August 2013 and 7 August 2015

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 “BPIFAE Agent” (previously referred to as 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, 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 offshore account bank;

BNP Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment Bank 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 BPIFAE Agent (previously referred to as 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 BPIFAE Agent, the Lenders and Thermo entered into an equity commitment, restructuring support and consent agreement dated 20 May 2013 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 agreed to amend and restate the First Amended and Restated Facility Agreement pursuant to, and in accordance with, an amendment and restatement agreement dated 7 August 2015 (the “Second GARA”).

Pursuant to an amendment request letter dated 27 April 2017 from the Borrower to the BPIFAE Agent, the Parties have agreed to amend and restate the Second Amended and Restated Facility Agreement and the First Amended and Restated Accounts Agreement pursuant to, and in accordance with, this Agreement.

It is the intention of the Parties that this Agreement be executed as a deed.

Thermo (or another member of the Thermo Group) providing cash equity financing to the Borrower in an amount equal to the Stage I Equity Raise Amount; and

a person or persons (other than a member of the Thermo Group) providing cash equity financing to the Borrower in an aggregate amount equal to the Stage I Equity Raise Amount,

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule hereof.

Clause headings are for ease of reference only.

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.

Pursuant to Amending Finance Law No.2015-1786 dated 31 December 2016 (“Loi de finance rectificative n°2015-1786 du 29 décembre 2015”), the French state took over for its own account all the rights and obligations of COFACE under the whole portfolio of existing export credit insurance policies and contracts concluded by COFACE as the French state’s export credit agency.

The COFACE export credit insurance policies and contracts which have been transferred to the French state on 31 December 2016 and are now managed by BPIFAE, acting on behalf, in the name, and under the control, of the French state in accordance with article L. 432-2 of the French Insurance Code, include each BPIFAE Insurance Policy.

For the purposes of the Third Amended and Restated Facility Agreement and the other Finance Documents, with effect from the date of this Agreement:

the French state will be the “successor in title” to COFACE;

BPIFAE will be the “agent” of the French state;

all references to “COFACE” in the Finance Documents should be construed as, and deemed to be, references to the French state and/or to BPIFAE, as the context may require;

all rights currently accruing to COFACE under or in connection with the Finance Documents will accrue to the French state and/or to BPIFAE, as the context may require;

any request for consent or other notice or communication to be sent to the French state (as the “successor in title” to COFACE) should be sent to BPIFAE; and

any consent or other notice or communication received from BPIFAE should be construed as having been sent with the full consent and authority of the French state.

the Second Amended and Restated Facility Agreement shall be deemed to have been amended and restated so that it shall be read and construed for all purposes as set out in Schedule 6 (Third Amended and Restated Facility Agreement); and

the First Amended and Restated Accounts Agreement shall be deemed to have been amended and restated so that it shall be read and construed for all purposes as set out in Schedule 7 (Second Amended and Restated Accounts Agreement).

the BPIFAE 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 Thermo Commitment at such time.

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

its obligation to fund the Thermo 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 BPIFAE Agent, the Majority Lenders and BPIFAE.

the date of this Agreement; and

the Effective Date,

the date of this Agreement; and

the Effective Date,

the date of this Agreement; and

the Effective Date,

to the BPIFAE Agent (for the account of each Lender) an amendment fee in an amount equal to US$45,000 for each Lender; and

to the BPIFAE Agent (for its own account as agent) an amendment fee in an amount equal to US$30,000.

on or prior to the Effective Date as a condition precedent to the occurrence thereof; or

if the Effective Date has not occurred by the Longstop Date, on the Business Day immediately following the Longstop Date.

each Obligor irrevocably and unconditionally confirms its acceptance of the Third 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 each Guarantee Agreement to which it is a party:

continues in full force and effect on the terms of each Guarantee Agreement to which it is a party; 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 Third Amended and Restated Facility Agreement;

each Obligor irrevocably and unconditionally agrees that it is bound by the terms of the Third 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 each Guarantee Agreement to which it is a party:

continues in full force and effect on the terms of each Guarantee Agreement to which it is a party; 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 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 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.

The provisions of the Second Amended and Restated Facility Agreement, the First Amended and Restated Accounts 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 Second Amended and Restated Facility Agreement or the First Amended and Restated Accounts 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.

If an Event of Default has occurred and is continuing, a Finance Party may set‑off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. 

If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set‑off. 

Following the exercise of a right of set‑off under this Agreement, the relevant Finance Party shall notify the Borrower.

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;

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; and

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

A copy of the constitutional documents of each Obligor and each member of the Thermo Group.

A copy of a resolution of the board of directors of each Obligor and each member of the Thermo Group:

approving the terms of, and the transactions contemplated by this Agreement and resolving that it execute each Relevant Finance Document to which it is a party;

authorising a specified person or persons to execute each Relevant Finance Document 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 each Relevant Finance Document 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:

the statement set out in paragraph 4 (No Litigation) is true and correct;

each copy document relating to an Obligor or a member of the Thermo Group 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 or a member of the Thermo Group contained in the Finance Documents are true, correct and complete in all respects;

none of the Obligors or a member of the Thermo Group is in violation of any of the covenants contained in the Finance Documents to which it is a party save as set out in the Finance Documents; and

after giving effect to the transactions contemplated by the Finance 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 and member of the Thermo Group under the laws of its jurisdiction of organisation and, to the extent requested by the BPIFAE Agent, each other jurisdiction where such Obligor is qualified to do business.

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

Payment of the Amendment Fee.

See Schedule 12 (Material Contracts) to the Third Amended and Restated Facility Agreement.

See Schedule 13 (Labour and Collective Bargaining Agreements) to the Third Amended and Restated Facility Agreement.

See Schedule 14 (Financial Indebtedness and Guarantee Obligations) to the Third Amended and Restated Facility Agreement.

See Schedule 20 (Transactions with Affiliates) to the Third Amended and Restated Facility Agreement.

See Schedule 22 (Incentive Plan) to the Third Amended and Restated Facility Agreement.

See Schedule 23 (Group Structure Chart) to the Third Amended and Restated Facility Agreement.

See Schedule 26 (Subsidiary Guarantors) to the Third Amended and Restated Facility Agreement.

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 and each member of the Thermo Group 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 Third Amended and Restated Facility Agreement as set out in this Agreement; and

such other favourable legal opinions of counsel to the Obligors addressed to the BPIFAE Agent (for and on behalf of itself and the other Finance Parties) with respect to the Obligors, the Finance Documents and such other matters as the BPIFAE Agent shall reasonably request.

delivery by the Borrower of a certificate updating the schedules to certain of the New York law Security Documents substantially in the form agreed prior to the date of this Agreement;

delivery to the “Onshore Account Bank” (as such term is defined in the Accounts Agreement) of notices of Liens over certain bank accounts of the Borrower held with the Onshore Account Bank;

evidence in such form as shall be acceptable to the BPIFAE Agent that the security interests (including the Liens) of the Finance Parties are perfected and subject only to Permitted Liens; and

such other documents as may be reasonably requested by the BPIFAE Agent in connection with the Security Documents, all in form, content and scope reasonably satisfactory to the BPIFAE Agent.

the Dollar denominated account titled “Convertible Note Reserve Account” with account number 30004 05658 0000034081 F 88; and

the Dollar dominated account titled “Thermo Contingent Equity Account” with account number 30004 05658 0000034086 E 38.

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”);

BNP Paribas, a société anonyme with a share capital of €2,494,005,306 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 “BPIFAE Agent”);

BNP Paribas, a société anonyme with a share capital of €2,494,005,306 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 for and on behalf of the Finance Parties (the “Security Agent”); and

BNP Paribas, a société anonyme with a share capital of €2,494,005,306 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 offshore account bank (the “Offshore Account Bank”).

Clause 1.2 (Construction) of the Facility Agreement shall apply to this Agreement as if expressly set out herein, mutatis mutandis, with each reference therein to the Facility Agreement being deemed to be a reference to this Agreement.

Unless a contrary indication appears, a reference in this Agreement to the “date of this Agreement” shall be the original date of this Agreement, being 5 June 2009.

Save as provided in Clause 21.3 (Fees, Costs and Expenses), a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

The Borrower designates and appoints the Offshore Account Bank as account holder in relation to the Offshore Project Accounts. The Offshore Account Bank accepts such designation and appointment in accordance with and limited to the terms and conditions of this Agreement.

The Offshore Account Bank shall act in accordance with instructions received by it from the BPIFAE Agent and/or the Borrower, as appropriate, in accordance with the terms of this Agreement.

The Security Agent shall act at all times only in accordance with the instructions of the BPIFAE Agent. The BPIFAE Agent shall give instructions to the Security Agent in accordance with the terms of the Finance Documents.

The Borrower shall establish, maintain and operate with the Offshore Account Bank in Paris the following bank accounts, denominated in Dollars, subject to and in accordance with the terms and conditions of this Agreement:

the Debt Service Account that is secured in favour of the Security Agent pursuant to the Borrower Pledge of Bank Accounts and the Borrower Additional Pledge of Bank Accounts;

the Debt Service Reserve Account that is secured in favour of the Security Agent pursuant to the Borrower Pledge of Bank Accounts and the Borrower Additional Pledge of Bank Accounts;

the Equity Proceeds Account that is secured in favour of the Security Agent pursuant to the Borrower Pledge of Bank Accounts (such account referred to therein as the “Capital Expenditure Account”);

the Insurance Proceeds Account that is secured in favour of the Security Agent pursuant to the Borrower Pledge of Bank Accounts and the Borrower Additional Pledge of Bank Accounts; and

the Holding Account that is secured in favour of the Security Agent pursuant to the Holding Account Pledge Agreement.

The Offshore Account Bank hereby confirms to the other Parties that the accounts referred to in Clause 3.1(a) above have been opened with the Offshore Account Bank.

The Offshore Account Bank hereby agrees to operate and maintain the Offshore Project Accounts in accordance with the provisions of this Agreement.

none of the restrictions or conditions contained in this Agreement on the withdrawal of funds from a Project Account shall be construed as a waiver of any Lien or affect the rights or the obligations of any of the Finance Parties under any Finance Document; and

no withdrawal shall be made from any Project Account if it would cause such Project Account to become overdrawn.

The Borrower hereby gives notice to the Offshore Account Bank of the Liens granted or to be granted by it to the Security Agent over:

the balance from time to time standing to the credit of any relevant Project Account, including all interest credited to any such Project Account; and

all of the Borrower’s rights, title and interest in and to and the benefit of any relevant Project Account and the indebtedness represented by such credit balance (the “Accounts Assets”) and the Offshore Account Bank hereby acknowledges the same.

The Offshore Account Bank confirms to the Security Agent and the BPIFAE Agent that it has not received actual notice of any other Lien in, or any assignment of, the Accounts Assets granted by the Borrower to any third party.

The Borrower may communicate any and all instructions (including approval, consents and notices) to the Offshore Account Bank in relation to the Project Accounts (as appropriate), including communication by any manual or electronic medium or other systems agreed between the Borrower and the Offshore Account Bank.

The Borrower may subject to the terms of this Agreement and the other Finance Documents, following notice to the Offshore Account Bank, give payment instructions in accordance with the payment and/or transfer instructions set out in Schedule 10 (Form of Payment/Transfer Instruction). Such instructions must be received by not later than 9:00 a.m. (Paris time) two (2) Business Days prior to the proposed payment date in order to ensure that any payment will be made for value on the proposed payment date, provided that the Borrower shall use its reasonable endeavours to ensure that, to the extent reasonably practicable, instructions are given to the Offshore Account Bank by 9:00 a.m. (Paris time) not less than three (3) Business Days prior to the proposed payment date.

The Borrower may only make a payment from an Offshore Project Account to the extent it had sufficient cleared funds at the close of business on the Paris Business Day prior to the day of payment.

Instructions may only be given by any person authorised by the Borrower to act on its behalf in the performance of any act, discretion or duty under this Agreement (including, for the avoidance of doubt, any officer or employee of such person) (each an “Authorised Person”). The Borrower has provided to the Offshore Account Bank the names of each:

Authorised Person; and

Callback Contact,

If a Blocking Notice has been delivered to the Offshore Account Bank in accordance with Clause 19.1 (Blocking Notices) and such Blocking Notice is continuing, the Offshore Account Bank shall only act on instructions communicated by the Borrower to the Offshore Account Bank if such instructions are countersigned by the BPIFAE Agent.

Each Offshore Project Account will bear interest at a daily rate equal to Overnight LIBOR less point zero twenty five per cent. (0.25%) and such interest will be credited to the Offshore Project Accounts in accordance with the Offshore Account Bank’s usual practices.

The Offshore Account Bank shall not have any proprietary interest in amounts deposited hereunder but merely holds such amounts as banker subject to the terms of this Agreement.

Any payment by the Offshore Account Bank under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by Applicable Law.

If the Offshore Account Bank is required by Applicable Law to make a deduction or withholding, it will not pay an additional amount in respect of that deduction or withholding to the relevant party.

The Offshore Account Bank shall, save as otherwise provided in this Agreement, maintain the Offshore Project Accounts in accordance with:

the mandates (if any) entered into by the Offshore Account Bank with the Borrower;

its normal practices; and

the provisions of this Agreement,

the mandates (if any) entered into by the Offshore Account Bank with the Borrower; or

the Offshore Account Bank’s normal practices referred to above,

The Borrower shall ensure that:

all amounts standing to the credit of:

[intentionally omitted];

a Domestic Account (other than an Unrestricted Transferrable Amount or as contemplated by Clause 10.1(a) (Payments to the Equity Proceeds Account));

all Foreign Accounts in any one jurisdiction which exceed an aggregate amount of US$1,000,000; and

all Canadian Accounts which exceed an aggregate amount of US$2,000,000;

all other revenues of, and payments to, the Borrower not included in paragraph (a)(i) above (including any amounts received by the Borrower of the kind required to be applied in mandatory prepayment pursuant to clause 7.3 (Mandatory Prepayment – Cash Sweep of Spectrum Cash Flow), clause 7.4 (Mandatory Prepayment – Excess Cash Flow), clause 7.6 (Mandatory Prepayments – Asset Dispositions) (save in respect of such amounts that are required to be paid into the Holding Account in accordance with sub-paragraph (b)(ii) of clause 7.6 (Mandatory Prepayments – Asset Dispositions)), clause 7.8 (Mandatory Prepayment – Cash Sweep Following Spectrum Sale) and clause 7.9 (Mandatory Prepayment – Cash Sweep following Equity Issuance and Debt Issuance) of the Facility Agreement), but excluding:

any amounts payable to the Borrower under an Interest Rate Cap Agreement which shall be directly deposited in the Debt Service Account in accordance with Clause 8.1(b) (Payments to the Debt Service Account); or

where a contrary indication appears in this Agreement;

any drawdown of any Loan (other than Loan disbursement amounts which a Lender has permitted to be paid directly to a third party to which payment is due from the Borrower);

an amount no greater than twenty per cent. (20%) of the Net Cash Proceeds from:

the Stage II Equity Raise; and

any other Equity Issuance, Subordinated Indebtedness or any other equity contribution to the Borrower or any of its Subsidiaries (howsoever described) other than as referred to in sub-paragraph (A) above through to 31 December 2019 (inclusive),

an amount equal to no less than eighty per cent. (80%) of the Net Cash Proceeds of:

the Stage II Equity Raise; and

any other Equity Issuance or Subordinated Indebtedness (or any other equity contribution (howsoever described) to the Borrower or any of its Subsidiaries) other than as referred to in paragraph (a) above through to 31 December 2019 (inclusive),

without prejudice to Clause 8.1(c) (Payments to the Debt Service Account) and Clause 9.1(c) (Payments to the Debt Service Reserve Account), any other Net Cash Proceeds arising from any Equity Issuances and any Subordinated Indebtedness not referred to in sub-paragraphs (a)(iv) and (v) above (but excluding the Net Cash Proceeds from the Stage I Equity Raise which shall be paid directly to the Equity Proceeds Account in accordance with Clause 10.1 (Payments to the Equity Proceeds Account)),

The Borrower may deposit funds into the Collection Account pursuant to Clause 9.3 (Excess Funding in the Debt Service Reserve Account), Clause 11.3 (Application of Insurance Proceeds: Less than US$500,000), Clause 11.4(b) (Application of Insurance Proceeds – Mandatory Prepayment), Clause 13 (General Rule Regarding Excess Balances) and as otherwise permitted by the Finance Documents.

Subject to paragraph (b) below, the Borrower may only withdraw amounts from the Collection Account at the times, for the purposes and in the order of priority, set out in Schedule 5 (Order of Application).

Promptly upon receipt of:

an Unrestricted Transferrable Amount, the Borrower may withdraw an amount from the Collection Account equal to an Unrestricted Transferrable Amount and transfer such monies to the Relevant Domestic Account provided that, prior to such transfer the Borrower has demonstrated to the satisfaction of the BPIFAE Agent (acting reasonably) that the Borrower has sufficient funds standing to the credit of a Domestic Account or the Collection Account to pay the Group’s Taxes that are due; and

a Restricted Transferrable Amount, the Borrower shall withdraw an amount from the Collection Account equal to a Restricted Transferrable Amount and transfer such monies to the Equity Proceeds Account,

in accordance with clause 7.6(b)(ii) (Mandatory Prepayments – Asset Dispositions) of the Facility Agreement; and

if so elected by the BPIFAE Agent pursuant to clause 7.9(b)(i) (Mandatory Prepayment – Cash Sweep following Equity Issuance and Debt Issuance) of the Facility Agreement, on the first Business Day following 1 January 2020 with any proceeds standing to the credit of the Equity Proceeds Account.

clause 7.6(b)(ii) (Mandatory Prepayments – Asset Dispositions) of the Facility Agreement:

firstly, subject to clause 7.6(d) and clause 7.6(e) (Mandatory Prepayments – Asset Dispositions) of the Facility Agreement, clause 7.6(b)(ii)(A) and (B) (Mandatory Prepayments – Asset Dispositions) of the Facility Agreement; and

secondly, clause 7.6(c) (Mandatory Prepayments – Asset Dispositions) of the Facility Agreement; and

clause 7.9(b) (Mandatory Prepayment – Cash Sweep following Equity Issuance and Debt Issuance) of the Facility Agreement.

Amounts shall be transferred to or deposited in the Debt Service Account in accordance with Clause 5.2 (Permitted Withdrawals from the Collection Account), Clause 8.1(b) and (c) (Payments to the Debt Service Account), Clause 9.3 (Excess Funding in the Debt Service Reserve Account) and Clause 13 (General Rule Regarding Excess Balances), only.

The Borrower shall ensure that any amounts payable to it under an Interest Rate Cap Agreement are directly deposited into the Debt Service Account.

On and from 1 January 2020, the Borrower may credit amounts to the Debt Service Account with the proceeds of equity contributed to enable the Borrower to make payments under the Finance Documents.

The Borrower shall ensure that at all times an amount not less than the DSRA Required Balance shall be credited, in Cash, to the Debt Service Reserve Account.

Amounts shall be deposited in or transferred to the Debt Service Reserve Account in accordance with:

Clause 5.2 (Permitted Withdrawals from the Collection Account);

Clause 9.1(c) (Payments to the Debt Service Reserve Account);

Clause 10.2(c) (Withdrawals from the Equity Proceeds Account); and

Clause 13 (General Rule Regarding Excess Balances).

The Borrower may credit amounts to the Debt Service Reserve Account with the proceeds of equity contributed to enable the Borrower to ensure that the Debt Service Reserve Account is at all times funded in an amount equal to the DSRA Required Balance.

the Borrower shall withdraw cash up to the amount of such shortfall from the Debt Service Reserve Account to pay such Debt Service then due, but not otherwise; or

if the Borrower fails to make a withdrawal pursuant to paragraph (a) above in accordance with the terms of this Agreement, the BPIFAE Agent may (and is hereby entitled to) withdraw cash up to the amount of such shortfall from the Debt Service Reserve Account to pay such Debt Service then due.

prior to 1 January 2020, to the Equity Proceeds Account; and

thereafter, to the Collection Account.

on or prior to 30 June 2017, an amount equal to the Stage I Equity Raise Amount (being US$53,911,444.49) as follows:

US$12,000,000 (being an amount equivalent to the 2017 Terrapin Contribution) by way of transfer from a Domestic Account;

US$33,000,000 by way of transfer from a Domestic Account (from proceeds transferred to that Domestic Account from a bank account of a member of the Thermo Group); and

US$8,911,444.49 by way of transfer from a Domestic Account; and

amounts in accordance with Clause 5.2(b)(ii) (Permitted Withdrawals from the Collection Account) and Clause 9.3 (Excess Funding in the Debt Service Reserve Account).

In all cases prior to 1 January 2020:

the Borrower shall on 30 June 2017 withdraw cash standing to the credit of the Equity Proceeds Account and apply such amounts towards the payments below and in the following order of priority:

first, payment of the remaining balance of the Restructuring Fee (being US$8,795,130) pursuant to clause 11.5(b)(ii) (Restructuring Fee) of the Facility Agreement;

second, payment of the second instalment of the BPIFAE 2013 Deferred Fee Premium (being US$12,000,000) pursuant to clause 12.1(c)(ii) (Payment by the Borrower) of the Facility Agreement; and

third, payment of any Debt Service due and payable on 30 June 2017 pursuant to clause 6.1 (Repayment) of the Facility Agreement, clause 8.2 (Payment of Interest) of the Facility Agreement and any other applicable term of a Finance Document; and

if, on any date, the aggregate balance of the Debt Service Account is insufficient to pay Debt Service then due:

the Borrower shall withdraw cash up to the amount of such shortfall from the Equity Proceeds Account to pay such Debt Service then due, but not otherwise; or

if the Borrower fails to make a withdrawal in accordance with sub-paragraph (A) above in compliance with the terms of this Agreement (including Clause 3.6 (Instructions)), the BPIFAE Agent may (and is hereby entitled to) withdraw cash up to the amount of such shortfall from the Equity Proceeds Account to pay such Debt Service then due.

On the first Business Day following 1 January 2020, all proceeds standing to the credit of the Equity Proceeds Account shall be either:

applied by the Borrower in mandatory prepayment pursuant to clause 7.9 (Mandatory Prepayment – Cash Sweep following Equity Issuance and Debt Issuance) of the Facility Agreement; or

transferred to the Holding Account,

The Borrower may withdraw cash from the Equity Proceeds Account to make payment into the Debt Service Reserve Account at any time to ensure that the Debt Service Reserve Account is funded in an amount equal to the DSRA Required Balance.

Subject to Clause 11.3 (Application of Insurance Proceeds: Less than US$500,000) above and paragraph (b) below, the BPIFAE Agent shall direct the Offshore Account Bank to apply the funds in the Insurance Proceeds Account in mandatory prepayment of the Facilities in accordance with clause 7.5 (Mandatory Prepayment – Insurance and Condemnation Events) of the Facility Agreement.

If clause 7.5(b)(ii) (Mandatory Prepayment – Insurance and Condemnation Events) of the Facility Agreement applies, the Borrower may request the Offshore Account Bank to make payment to a supplier of a replacement asset or replacement Satellite, any long lead items, Launch services, insurances or other costs directly arising in relation to the purchase or Launch of a Satellite described in clause 7.5(b)(ii) (Mandatory Prepayment – Insurance and Condemnation Events) of the Facility Agreement, in accordance with the terms and conditions agreed between the Borrower and the Supplier. Any excess Net Cash Proceeds after taking into account such payments and costs shall be transferred as soon as practicable to the Collection Account.

If an Event of Default has occurred and is continuing and any Blocking Notices have been served pursuant to Clause 19.1 (Blocking Notices), then any provisions of this Agreement or any other Finance Document to the contrary notwithstanding, all amounts on deposit in the Offshore Project Accounts which are the subject of any Blocking Notices and any revenues thereon shall be applied by the Offshore Account Bank, acting on the instructions of the BPIFAE Agent. Such instructions of the BPIFAE Agent may include, without limitation:

if so decided under and in accordance with the Facility Agreement, instruction toward payment of the outstanding payment obligations under the Facilities;

if so decided by the Lenders under the Facility Agreement, instruction toward the payment of any other amount (including, without limitation, Taxes and amounts due under the Transaction Documents) as contemplated by this Agreement or as otherwise decided pursuant to the Facility Agreement; and

in making withdrawals from the Project Accounts and payments between the Project Accounts, save that prior to any such direction, the Borrower, the Offshore Account Bank, the BPIFAE Agent and the Security Agent shall administer the Offshore Project Accounts in accordance with the other provisions of this Agreement.

Following the occurrence and continuance of an Event of Default and service of any Blocking Notices pursuant to Clause 19.1 (Blocking Notices), the Borrower shall not, without the written consent of the BPIFAE Agent, be entitled to withdraw any funds on any of the Project Accounts the subject of any Blocking Notices or deal with such funds in any manner whatsoever.

In respect of any currency conversions for determining the balances on any accounts, such conversions shall be done at the Offshore Account Bank’s commercial spot mid‑rate for conversion of the relevant currency on the relevant date.

The Offshore Account Bank shall have no liability to the Borrower in connection therewith other than in respect of its gross negligence or wilful misconduct.

The Borrower shall pay the fees and reasonably incurred and documented out‑of‑pocket expenses of the Offshore Account Bank.

The Borrower shall pay all legal and professional fees and costs of the advisers to the Offshore Account Bank with respect to the preservation or enforcement of any of its respective rights during the continuance of an Event of Default.

Subject to paragraph (d) below, the Borrower shall indemnify and hold harmless the Offshore Account Bank and its respective officers, directors, employees, representatives and agents (collectively, the “Indemnitees”, and each an “Indemnitee”) from and against and reimburse the Indemnitees for any and all losses, liabilities, claims and expenses arising by reason of their participation in the transactions contemplated by this Agreement. Any officer, director, employee, representative or agent of the Offshore Account Bank may rely on this paragraph (c) and enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

The indemnity obligation of the Borrower pursuant to this Clause 21.3 (Fees, Costs and Expenses) shall not apply with respect to an Indemnitee to the extent arising as a result of the gross negligence or wilful misconduct of such Indemnitee.

The provisions of this Clause 21.3 (Fees, Costs and Expenses) shall survive termination of this Agreement and the resignation or removal of the Offshore Account Bank and shall be in addition to any other rights and remedies of any Indemnitee.

rely upon any communication or document believed by it to be genuine and may assume that any person purporting to make any statement or execute any document in connection with the provisions hereof has been duly authorised to do so; and

assume that no Default has occurred and that the Borrower is not in breach of or default under its obligations under this Agreement, unless it has actual knowledge or actual notice to the contrary.

bound to enquire as to the occurrence or otherwise of a Default or the performance by any other party to any of the Finance Documents of its obligations thereunder;

bound to exercise any right, power or discretion vested in it under any of the Finance Documents to which it is a party;

bound to account to any other party hereto for any sum or the profit element of any sum received by it for its own account;

bound to disclose to any other person any information relating to any other person; or

under any fiduciary duty towards any other Party or under any obligations other than those for which express provision is made in this Agreement.

The Offshore Account Bank may resign and appoint one of its Affiliates as successor of the Offshore Account Bank by giving not less than sixty (60) days’ notice to the Finance Parties and the Borrower, provided that the successor accounts bank shall act through an office in Paris.

Provided no Default has occurred and is continuing:

the Borrower may request that the Offshore Account Bank resigns by giving not less than sixty (60) days’ notice to the BPIFAE Agent; and

the Borrower shall designate a successor accounts bank with the consent of the Majority Lenders.

Alternatively, the Offshore Account Bank may resign without having designated a successor by giving notice to the BPIFAE Agent and the Borrower, in which case the Majority Lenders with the prior written approval of the Borrower (which approval shall not however be required if a Default has occurred and is continuing) may appoint a successor accounts bank.

If the Majority Lenders have not appointed a successor accounts bank in accordance with Clause 22.4(c) (Resignation and Removal) within sixty (60) days after notice of resignation was given, the Offshore Account Bank (with the prior approval of the Borrower (acting reasonably) (which approval shall not however be required if an Event of Default has occurred and is continuing)) may appoint a successor offshore account bank (acting through an office in Paris).

If thirty (30) days after the expiry of the sixty (60) day period referred to above, a successor accounts bank has not been appointed, the Borrower may petition a court of competent jurisdiction to appoint a successor accounts bank, and in any case, from that date until the appointment of a successor accounts bank, the Offshore Account Bank’s sole responsibility shall be to receive and safekeep amounts in the relevant Project Accounts.

The retiring Offshore Account Bank shall make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as the Offshore Account Bank under the Finance Document. Each successor offshore account bank shall accede to this Agreement by executing an accession memorandum in the form of Schedule 4 (Form of Accession Memorandum).

The resignation notice of the Offshore Account Bank shall take effect only upon the appointment of a successor accounts bank.

Upon the appointment of a successor, the retiring Offshore Account Bank shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 22.4 (Resignation and Removal) and each of the indemnities in respect of its actions as the Offshore Account Bank under the terms of the Finance Documents. Each Offshore Account Bank’s successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor offshore account bank had been an original party to this Agreement.

interfere with the rights of the Offshore Account Bank to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

oblige the Offshore Account Bank to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

oblige the Offshore Account Bank to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax.

The Offshore Account Bank shall not, save in the case of its own gross negligence or wilful misconduct (or that of its officers, directors employees, representatives and agents) be liable to the Borrower or any other person for any action it may take in reliance upon any written notice or request given to it by the BPIFAE Agent or the Security Agent.

The Offshore Account Bank shall not be under any duty to give the amounts held by it hereunder any greater degree of care than it gives to its own similar property.

This Agreement sets forth all the duties of the Offshore Account Bank.

The Offshore Account Bank shall not be obliged to make any payment or otherwise to act on any request or instruction notified to it under this Agreement if it is unable:

to verify any signature on the notice of request or instruction against the specimen signature provided for the relevant Authorised Person hereunder; and

to validate the authenticity of the request by contacting the Callback Contact.

The Offshore Account Bank may:

consult lawyers or professional advisers over any question as to the provisions of this Agreement or its duties as Offshore Account Bank; and

act pursuant to the advice of lawyers or other professional advisers with respect to any matter relating to this Agreement and shall not, save in the case of its own gross negligence or wilful misconduct or that of its officers, directors, employees or agents, be liable for any action taken or omitted in accordance with such advice.

The Offshore Account Bank may use (and its performance will be subject to the rules of) any communications, clearing or payment system, intermediary bank or other system in accordance with its usual operating procedures.

The Offshore Account Bank shall not be responsible for failure to perform any of its obligations under this Agreement on the occurrence of any event or circumstance beyond the reasonable control of the Offshore Account Bank, to the extent that the Offshore Account Bank has used reasonable endeavours to mitigate the consequences of any such event or circumstances in accordance with its usual operating procedures or if performance would result in the Offshore Account Bank being in breach of any Applicable Law.

Notwithstanding any other provision to the contrary in this Agreement, under no circumstance will the Offshore Account Bank be liable to any party for any consequential loss.

The Borrower acknowledges that the Offshore Account Bank may use any form of telephonic or electronic monitoring or recording as it deems appropriate for security and service purposes in accordance with its usual operating procedures.

The obligations and duties of the Offshore Account Bank will be performed only by it and are not obligations or duties of any other BNP Paribas company (including any branch or office of the Offshore Account Bank) and the rights of the Borrower with respect to the Offshore Account Bank extend only to the Offshore Account Bank and do not extend to any other BNP Paribas company.

No printed or other matter in any language (including without limitation prospectuses, notices, reports and promotional material) which mentions the name of the Offshore Account Bank or the rights, powers, or duties of the Offshore Account Bank shall be issued by the Borrower or on their behalf unless the Offshore Account Bank shall first have given its written consent thereto.

The address and fax number of the Borrower is:

[intentionally omitted]

The address and fax number of the Security Agent is:

The address and fax number of the Offshore Account Bank is:

The address and fax number of the BPIFAE Agent is:

The BPIFAE Agent shall, promptly upon receipt of notice from any party of any change in the address, facsimile number or Facility Office of such party notify the other agents thereof and at the request of any party, give to that party the address or facsimile number of any other party applicable at the time for the purposes of this Clause 23.2(f) (Addresses for Notices).

the legality, validity or enforceability of the remaining provisions of this Agreement; or

the legality, validity or enforceability of such provision under Applicable Law of any other jurisdiction.

This Agreement binds and benefits the respective successors and permitted assigns and transferees of the BPIFAE Agent and the Security Agent as permitted under the Facility Agreement.

Subject to Clause 22.4 (Resignation and Removal), neither the Offshore Account Bank nor the Borrower may assign any of their respective rights or transfer any of their respective rights and obligations under this Agreement, unless otherwise provided in the Finance Documents or unless the BPIFAE Agent has approved of such transfer or assignment in writing.