AMENDMENT NO. 4 TO CONTRACT NUMBER GINC-C-08-0390 BETWEEN GLOBALSTAR, INC. AND HUGHES NETWORK SYSTEMS, LLC FOR RADIO ACCESS NETWORK (RAN) AND USER TERMINAL SUBSYSTEM HUGHES AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY
Exhibit
10.2
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.
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AMENDMENT
NO. 4
TO
CONTRACT
NUMBER GINC-C-08-0390
BETWEEN
AND
XXXXXX
NETWORK SYSTEMS, LLC
FOR
RADIO
ACCESS NETWORK (RAN)
AND
USER TERMINAL SUBSYSTEM
XXXXXX
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY
This
Amendment No. 4 ("Amendment") is entered into effective as of March 24, 2010
("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, Inc., a company
incorporated under the laws of Delaware with its principal place of business at
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (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,
the Parties entered into Contract No. GINC-C-08-0390 for the delivery of the
Radio Access Network (“RAN”) and the User Terminal Subsystem ("UTS")
("Contract");
WHEREAS,
the Parties 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,
the Parties entered into Amendment No. 1, dated June 16, 2009, to the Contract
for the payment of the Deferred Payments with interest, the PDR Payment
Milestone and advance payments;
WHEREAS,
the Parties entered into Amendment No. 2, dated August 28, 2009, to the Contract
to extend the schedule of the RAN and UTS program by fifteen (15) months and to
revise certain payment milestones and program milestones to reflect the revised
program timeline;
WHEREAS,
the Parties entered into Amendment No. 3, dated September 21, 2009, to the
Contract to supersede Exhibit A, Statement of Work (Revision A) with Exhibit A,
Statement of Work (Revision B) dated September 18, 2009 that revised the program
management schedule;
WHEREAS,
the Parties have agreed to implement certain Contract Change Notices submitted
by Contractor pertaining to new features for the RAN and UTS via Authorization
To Proceed ("ATP"), Globalstar Letter PJR0110-001 dated 25 January 2010 and
pertaining to changes to Exhibit B, Technical Specifications, and now desire to
issue this Amendment to formally incorporate the ATP and the Exhibit B,
Technical Specifications into the Contract;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and intending to be legally bound hereby, the Parties agree to
amend the Contract as follows:
1.
Exhibit A, Statement of Work
(Revision B), dated September 18, 2009, shall be deleted and replaced in its
entirety by a new Exhibit A, Statement of Work (Revision C), dated March 24,
2010.
2.
Exhibit B1, System
Technical Specifications (Revision A), dated May 1, 2008, shall be deleted and
replaced in its entirety by a new Exhibit B1, System Technical Specifications
(Revision B), dated March 24, 2010.
3.
Exhibit B2, RAN Technical
Specifications (Revision A), dated May 1, 2008, shall be deleted and replaced in
its entirety by a new Exhibit B2, RAN Technical Specifications (Revision B),
dated March 24, 2010.
XXXXXX
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY
4.
Exhibit B3, UTS Technical Specifications
(Revision A), dated May 1, 2008, shall be deleted and replaced in its entirety
by a new Exhibit B3, UTS Technical Specifications (Revision B), dated March 24,
2010.
5.
Exhibit C, Pricing Schedule and Payment Plan
(Revision C), dated August 28, 2009, shall be deleted and replaced in its
entirety by a new Exhibit C, Pricing Schedule and Payment Plan (Revision D),
dated March 24, 2010.
6.
The text in Article 4. Price is replaced in its entirety
by the following new text:
The total
Contract Value shall be a firm fixed-price One Hundred Three Million Seven
Hundred Thirty Nine Thousand Six Hundred Eighty Eight and Xxxxx Xxx Xxxxx
(x000,000,000.00) Xxxxxx Xxxxxx Dollars for the Work which may be amended from
time to time in accordance with this Contract. The pricing details
and payment plan are set forth in Exhibit C hereto, entitled Pricing Schedule
and Payment Plan.
7.
Article 27(A) is replaced in its entirety by the following new
Article 27(A):
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A.
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The
Contractor has identified the Key Personnel for the following positions to
perform the services and staff the Work, working until successful
completion of the Work performed hereunder (individually a “Key Person”
and collectively the “Key Personnel”) as
follows:
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Position
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Name
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Principal
RAN System Architect
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[*]
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Principal
Radio Channel System (RCS) Architect
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[*]
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Principal
Radio Network Control (RNC) Architect
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[*]
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8. Articles
28(A) and 28(B) are replaced in their entirety by the following new Articles
28(A) and 28(B):
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A.
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[*]
is assigned as Globalstar's Program Manager with authority to issue
technical direction within the scope of this Contract. [*] is
assigned as Contractor's Program Manager with authority to accept such
direction. Notwithstanding Article 27(A), the foregoing Program
Managers are authorized (i) to initial the Exhibits and any modifications
thereto (except Exhibit C), and (ii) to execute the waivers of technical
compliance with the specifications in the
Exhibits.
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B.
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All
contractual correspondence to Globalstar will be addressed to (with copy
to the Program Manager):
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[*]
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000
Xxxxx Xxxxxxxx Xxxx.
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Xxxxxxxx,
XX 00000
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Tel: [*]
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Email: [*]
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2
XXXXXX
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY
All
technical correspondence to Globalstar will be addressed to:
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[*]
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000
Xxxxx Xxxxxxxx Xxxx.
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Xxxxxxxx,
XX 00000
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Tel: [*]
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Email: [*]
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All
contractual correspondence to Contractor will be addressed to (with copy to the
Program Manager):
[*]
Senior
Counsel
Xxxxxx
Network Systems, LLC
00000
Xxxxxxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
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Tel: [*]
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Email: [*]
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All
technical correspondence to Contractor will be addressed to:
[*]
Xxxxxx
Network Systems, LLC
00000
Xxxxxxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
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Tel: [*]
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Email: [*]
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9. This
Amendment supersedes Authorization To Proceed (“ATP”), Globalstar Letter
PJR0110-001 dated 25 January 2010.
10. This
Amendment shall be governed by and interpreted according to the laws of the
state of New York.
11. This
Amendment may be signed in counterparts and each original counterpart shall be
deemed binding on each Party collectively and individually.
12. Except
as amended herein, all terms and conditions of the Contract shall remain in full
force and effect.
3
XXXXXX
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY
IN WITNESS WHEREOF, the
Parties hereto have signed this Amendment in duplicate.
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XXXXXX NETWORK SYSTEMS,
LLC
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BY:
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/s/ Xxxx
Xxxxx
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BY:
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/s/ Xxxx
Xxxxxxx
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Name: Xxxx
Xxxxx
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Name: Xxxx
Xxxxxxx
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Title: SVP
and CFO
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Title: Senior
Counsel
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Date: March
24, 2010
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Date: March
24,
2010
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4
XXXXXX
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY
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H36750
RADIO
ACCESS NETWORK (RAN)
AND
USER TERMINAL SUBSYSTEM (UTS)
EXHIBIT
A: STATEMENT OF WORK
Revision
C
March
24, 2010
[*]
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H36750
RADIO
ACCESS NETWORK (RAN)
AND
USER TERMINAL SUBSYSTEM (UTS)
EXHIBIT
B1: SYSTEM TECHNICAL SPECIFICATIONS
Revision
B
March
24, 2010
[*]
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H36750
RADIO
ACCESS NETWORK (RAN)
AND
USER TERMINAL SUBSYSTEM (UTS)
EXHIBIT
B2: RAN TECHNICAL SPECIFICATIONS
Revision B
March
24, 2010
[*]
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H36750
RADIO
ACCESS NETWORK (RAN)
AND
USER TERMINAL SUBSYSTEM (UTS)
EXHIBIT
B3: UTS TECHNICAL SPECIFICATIONS
Revision
B
March
24, 2010
[*]
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H36750
RADIO
ACCESS NETWORK (RAN)
AND
USER TERMINAL SUBSYSTEM (UTS)
EXHIBIT
C: PRICING SCHEDULE AND PAYMENT PLAN
Revision
D
March
24, 2010
[*]
