AMENDMENT LETTER NO.4
Exhibit
10.1
AMENDMENT
LETTER NO.4
000 Xxxxx
Xxxxxxxx Xxxx.
Xxxxxxxx
XX
00000
Xxxxxx
Xxxxxx of America
Attention:
Xxxxx Xxxxxx III
22 December
2010
Facility
Agreement dated 5 June 2009 between Globalstar, Inc. as the Borrower, BNP
Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment
Bank and Crédit Industriel et Commercial as the Mandated Lead Arrangers, BNP
Paribas as the Security Agent and the COFACE Agent and the banks and financial
institutions listed in Schedule 1 thereto as the Original Lenders as amended
pursuant to an Amendment Letter No. 1 dated 29 June 2009, Amendment Letter No. 2
dated 9 April 2010 and Amendment Letter No. 3 dated 28 October 2010 (the
“Facility Agreement”).
1.
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Introduction
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(a)
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We
refer to the Facility Agreement.
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(b)
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Terms
and expressions defined in the Facility Agreement shall, unless the
context otherwise requires, have the same meaning when used in this
letter.
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(c)
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We
write to you in our capacity as COFACE Agent under the Facility
Agreement.
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2.
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Amendments
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With
effect from the execution of this letter by all parties to it, the Facility
Agreement shall be amended as follows:
2.1
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The
definition of “First
Repayment Date” in Clause 1.1 (Definitions) of the
Facility Agreement shall be deleted in its entirety and replaced by the
following definition:
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““First Repayment
Date” means the date
that is six (6) Months after the earlier of:
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(a)
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the
date that is two (2) Months after the last Launch;
or
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(b)
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15 December
2011.”
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2.2
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Clause
20.3 (Adjusted
Consolidated EBITDA) of the Facility Agreement shall be amended by
deleting the table and replacing it with the table
below:
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“
Column 1
- Relevant Period
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Column 2
– Amount
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Relevant
Period commencing on 1 January 2009 and expiring 31 December
2009.
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(US$25,000,000)
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Relevant
Period commencing on 1 July 2009 and expiring 30 June
2010.
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(US$21,000,000)
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Relevant
Period commencing on 1 January 2010 and expiring 31 December
2010.
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(US$15,000,000)
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Relevant
Period commencing on 1 July 2010 and expiring 30 June
2011.
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(US$15,000,000)
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Relevant
Period commencing on 1 January 2011 and expiring 31 December
2011.
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US$2,500,000
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Relevant
Period commencing on 1 July 2011 and expiring 30 June
2012.
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US$17,500,000
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Relevant
Period commencing on 1 January 2012 and expiring 31 December
2012.
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US$55,000,000
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Relevant
Period commencing on 1 July 2012 and expiring 30 June
2013.
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US$65,000,000
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Relevant
Period commencing on 1 January 2013 and expiring 31 December
2013.
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US$78,000,000
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”
2.3
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Clause
20.4 (Debt Service
Coverage
Ratio) of the Facility Agreement shall be amended by deleting the
table and replacing it with the table
below:
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“
Column 1
- Relevant Period
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Column 2
– Ratio
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To
the extent that the First Repayment Date falls in 2011, Relevant Period
commencing on 1 January 2011 and expiring 31 December
2011.
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1.00:1
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Relevant
Period commencing on 1 July 2011 and expiring 30 June
2012.
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1.00:1
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Relevant
Period commencing on 1 January 2012 and expiring 31 December
2012.
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1.00:1
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Column 1
- Relevant Period
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Column 2
– Ratio
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Relevant
Period commencing on 1 July 2012 and expiring 30 June
2013.
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1.05:1
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Relevant
Period commencing on 1 January 2013 and expiring 31 December
2013.
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1.10:1
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Relevant
Period commencing on 1 July 2013 and expiring 30 June
2014.
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1.15:1
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Relevant
Period commencing on 1 January 2014 and expiring 31 December
2014.
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1.20:1
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Relevant
Period commencing on 1 July 2014 and expiring 30 June
2015.
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1.25:1
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Relevant
Period commencing on 1 January 2015 and expiring 31 December
2015.
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1.30:1
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Relevant
Period commencing on 1 July 2015 and expiring 30 June
2016.
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1.40:1
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Relevant
Period commencing on 1 January 2016 and expiring 31 December
2016.
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1.50:1
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Relevant
Period commencing on 1 July 2016 and expiring 30 June
2017.
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1.50:1
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Relevant
Period commencing on 1 January 2017 and expiring 31 December
2017.
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1.50:1
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Relevant
Period commencing on 1 July 2017 and expiring 30 June
2018.
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1.50:1
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Relevant
Period commencing on 1 January 2018 and expiring 31 December
2018.
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1.50:1
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Relevant
Period commencing on 1 July 2018 and expiring 30 June
2019.
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1.50:1
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Relevant
Period commencing on 1 January 2019 and expiring
31 December 2019.
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1.50:1
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”
2.4
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Clause
23.17 (Failure to Bring
Satellites in Service) of the Facility Agreement shall be deleted
in its entirety and replaced by the following
Clause:
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“The Borrower has failed to
achieve:
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(a)
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Individual
In-Orbit Acceptance with respect to six (6) Satellites delivered under the
Satellite Construction Contract by 30 March 2011;
or
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(b)
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Individual
In-Orbit Acceptance with respect to eighteen (18) Satellites delivered
under the Satellite Construction Contract by 01 January 2012;
or
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(c)
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Final
In-Orbit Acceptance by 1 September
2012.”
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3.
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Reservation
of Rights
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Nothing
in this letter shall constitute or be deemed to constitute a waiver of the
rights of any Finance Party under any of the Finance Documents or any amendment
of the Finance Documents except as expressly set forth in Clause 2 (Amendments)
above.
4.
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Terms
Incorporated
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The
provisions of the following clauses of the Facility Agreement are incorporated
into this letter, mutatis
mutandis, as if set out in this letter with references to “this Agreement” being
construed as references to this letter: Clause 35 (Partial Invalidity), Clause
38 (Counterparts),
Clause 39 (Governing
Law) and Clause 40 (Enforcement).
5.
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Finance
Document
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This
letter shall constitute a Finance Document.
6.
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Confirmation
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Each
Obligor confirms in favour of the COFACE Agent that:
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(a)
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it
hereby agrees to the terms and conditions of this letter;
and
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(b)
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notwithstanding
this letter, each Finance Document to which it is a party remains in full
force and effect and the rights, duties and obligations of each Obligor
are not released, discharged or otherwise impaired by this
letter.
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7.
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Third
Parties Rights
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A person
who is not a party to this letter has no right under the Contracts (Rights of
Third Parties) Xxx 0000 to enforce any of its terms.
We should
be grateful if you would sign and return to us the enclosed copy of this letter
by way of your acknowledgement and acceptance of the contents of this
letter.
Yours
faithfully,
/s/ Xxxx
Xxxxxxx Xxxxxxx
For and
on behalf of
BNP
Paribas
as the
COFACE Agent
/s/
Xxxx Xxxxxxxx Xxxxxxx
……………………………………
BNP
Paribas
as
Lender
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/s/ Xxxxxxx
Xxxxx
……………………………………
Société
Générale
as
Lender
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/s/
Xxxxxxxx Xxxxxx
/s/
Xxxxx Xxxxxxxxx
……………………………………
Natixis
as
Lender
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/s/
Xxxxxx Xxxxxx
/s/
Xxxxxxxx Bambuck
……………………………………
Crédit
Agricole Corporate and Investment Bank
as
Lender
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/s/
Xxxxxxx Xxxxx
/s/
Xxxxxx-Xxxxxxxx Xxxxxxxx
……………………………………
Crédit
Industriel et Commercial
as
Lender
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Acknowledged
and agreed
For
and on behalf of
as
Borrower
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Thermo
Funding Company LLC
as
Obligor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Manager
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
GSSI,
LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Globalstar
Security Services, LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Globalstar
C, LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Globalstar
USA, LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Globalstar
Leasing LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Spot
LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
ATSS
Canada, Inc.
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
Globalstar
Brazil Holdings, L.P.
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
GCL
Licensee LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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Acknowledged
and agreed
For
and on behalf of
GUSA
Licensee LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
Licensee LLC
as
Subsidiary Guarantor
/s/
Xxxxx Xxxxxx III
By: Xxxxx
Xxxxxx III
Title:
Chairman
Date:
22 December 2010
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