AMENDMENT NO. 7 TO CONTRACT NUMBER GINC-C-08-0390 BETWEEN GLOBALSTAR CANADA SATELLITE CO. AND HUGHES NETWORK SYSTEMS, LLC FOR RADIO ACCESS NETWORK (RAN) AND USER TERMINAL SUBSYSTEM HUGHES AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

Exhibit 10.1

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked “[*]” in this document; they have been filed separately with the Commission.

   

AMENDMENT NO. 7

TO

CONTRACT NUMBER GINC-C-08-0390

BETWEEN

GLOBALSTAR CANADA SATELLITE CO.

AND

XXXXXX NETWORK SYSTEMS, LLC

FOR

RADIO ACCESS NETWORK (RAN)

AND USER TERMINAL SUBSYSTEM

XXXXXX AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

This Amendment No. 7 (“Amendment”) is entered into effective as of February 1, 2012 (“Effective Date”), by and between Xxxxxx 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 00000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 XXX, and Globalstar Canada Satellite Co., a company incorporated under the laws of Canada with its principal place of business at 000 Xxxxxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx (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, Inc. 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, Inc. 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, Inc. 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, Inc. 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, Inc. entered into Amendment No. 3, dated September 21, 2009, to incorporate the revised the program management schedule;

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

WHEREAS, Contractor and Globalstar, Inc. 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 further amended on October 14, 2011 and on December 30, 2011 (“Current Deferral Letter”);

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

WHEREAS, Contractor and Globalstar 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, the Parties wish 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.

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:

2
XXXXXX AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

1.     Exhibit C, Pricing Schedule and Payment Plan (Revision E), dated November 4, 2011, shall be deleted and replaced in its entirety by a new Exhibit C, Pricing Schedule and Payment Plan (Revision F), dated February 1, 2012.

2.     Exhibit A, Statement of Work (Revision C), dated March 24, 2010 shall be deleted and replaced in its entirety by a new Exhibit A, Statement of Work (Revision D), dated February 1, 2012.

3.     Exhibit B1, System Technical Specifications (Revision B), dated March 24, 2010, shall be deleted and replaced in its entirety by a new Exhibit B1, System Technical Specifications (Revision C), dated February 1, 2012.

4.     Exhibit B2, RAN Technical Specifications (Revision B), dated March 24, 2010, shall be deleted and replaced in its entirety by a new Exhibit B2, RAN Technical Specifications (Revision C), dated February 1, 2012.

5.     Exhibit B3, UTS Technical Specifications (Revision B), dated March 24, 2010, shall be deleted and replaced in its entirety by a new Exhibit B3, UTS Technical Specifications (Revision C), dated February 1, 2012.

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 in duplicate.

GLOBALSTAR CANADA SATELLITE CO.			XXXXXX NETWORK SYSTEMS, LLC
By:	/s/ Xxxxxxx Xxxx		By:	/s/ Xxxx Xxxxxxx
Name:	Xxxxxxx Xxxx		Name:	Xxxx Xxxxxxx
Title:	Controller		Title:	Senior Counsel
Date:	April 16, 2012		Date:	April 16, 2012

 

3
XXXXXX AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

RADIO ACCESS NETWORK (RAN)

AND USER TERMINAL SUBSYSTEM (UTS)

EXHIBIT C: PRICING SCHEDULE AND PAYMENT PLAN

Revision F

February 1, 2012

[*]

1.0 PRICE SCHEDULE

1.1 BASELINE RAN AND UTS

BASELINE
Line Item	Supplies/Services	Price (USD)
[*]	[*]	[*]
	TOTAL CONTRACT PRICE	$103,516,920

[*]

2.0 PAYMENT MILESTONES AND PLANS

2.1 PAYMENT MILESTONES AND PLAN FOR RAN & UTC

The Payment Milestones and Plan is provided below.

Number	Project Milestone	Invoice Date	Source of Advance Payment	Regular Payment	Total
[*]
			TOTAL		$103,739,688.62

[*]

RADIO ACCESS NETWORK (RAN)

AND USER TERMINAL SUBSYSTEM (UTS)

EXHIBIT A: STATEMENT OF WORK

Revision D

February 1, 2012

[*]

RADIO ACCESS NETWORK (RAN)

AND USER TERMINAL SUBSYSTEM (UTS)

EXHIBIT B1: SYSTEM TECHNICAL SPECIFICATIONS

Revision C

February 1, 2012

[*]

RADIO ACCESS NETWORK (RAN)

AND USER TERMINAL SUBSYSTEM (UTS)

EXHIBIT B2: RAN TECHNICAL SPECIFICATIONS

Revision C

February 1, 2012

[*]

RADIO ACCESS NETWORK (RAN)

AND USER TERMINAL SUBSYSTEM (UTS)

EXHIBIT B3: UTS TECHNICAL SPECIFICATIONS

Revision C

February 1, 2012

[*]