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.
 | GLOBALSTAR, INC. 461 SO., MILPITAS BLVD, MILPITAS, CA 95035 | Tel: (408) 933-4000 Fax: (408) 933-4100 www.globalstar.com |
21 December 2007
PJR1207-001
Thales Alenia Space France
100, Boulevard du midi—B.P. 99
06156 Cannes la Bocca Cedex
France
| Attention: | [*] Contract Manager | |
Subject: | Authorization To Proceed GLOBALSTAR-2 Early Delivery ("Scenario 2 + 2bis") | |
Reference: | Thales Alenia Space Presentation entitled "Globalstar 2 Early Delivery" dated 5 September 2007, Reference 100208134J |
Dear [*],
This Authorization To Proceed is issued pursuant to the Reference Presentation (the "Proposal") from Thales Alenia Space France ("Contractor") involving early delivery of the Globalstar Second Generation Satellites that are being manufactured by Contractor under the Contract No. GINC-C-06-0300 (the "Contract") for the construction of the Globalstar Second Generation Satellite Constellation ("GLOBALSTAR-2").
Globalstar, Inc. ("Globalstar") is interested in and wishes to proceed at this time with Scenario 2 + 2bis (on-board software) for a total agreed price of EUR 2,230,000. In the interest of schedule pending formalization into a Contract Amendment, Globalstar hereby issues to Contractor this Authorization to Proceed ("ATP") to commence a portion of the work consistent with the detail and understandings as set forth herein.
Upon written acceptance of this ATP, Contractor is authorized to proceed as follows:
Contractor shall proceed, during the effective period of this ATP, to:
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The parties agree that this ATP is limited to the scope of work set forth inSection 1 and payments set forth inSection 5.
It is envisioned that the parties will execute a Contract Amendment within sixty (60) days of this ATP. Such Contract Amendment is planned to be Amendment 4 to the Contract.
Globalstar's maximum liability under this ATP is EUR 2,230,000 (the agreed to price for the activities defined inSection 1), unless such amount is increased in a writing signed by Globalstar and Contractor.
This ATP will become effective on the date that Contractor signs below ("EDC"). This ATP shall remain in effect until signature by the parties of Amendment 4 to the Contract.
Globalstar shall make Payment to Contractor under this ATP in accordance with the following Payment Plan. Contractor shall use the Payment to perform the work in accordance with the Scope of Work set forth inSection 1.
| Invoice Dates | Payment Due Dates | Payment Milestones | Payment Amount (Euros) | ||||
|---|---|---|---|---|---|---|---|
| EDC | 11 January 2008 | Down Payment | [* | ] | |||
| 1 January 2008 | 1 February 2008 | Calendar 1 | [* | ] | |||
| 1 April 2008 | 1 May 2008 | Calendar 2 | [* | ] | |||
| 1 July 2008 | 1 August 2008 | Calendar 3 | [* | ] | |||
| 1 October 2008 | 1 November 2008 | Calendar 4 | [* | ] | |||
| 1 January 2009 | 1 February 2009 | Calendar 5 | [* | ] |
In the event Globalstar fails to pay any Payment Milestone hereunder upon the Payment Due Date referred to in Article 5 of this ATP, Contractor shall have the right to immediately stop the Work under this ATP, without notice to Globalstar, notwithstanding any inconsistent provisions in Article 22 of the Contract. If Globalstar fails to pay any unpaid amount within thirty (30) Days from the date Contractor has stopped the Work, Contractor shall be entitled, without notice to Globalstar, immediately to terminate this ATP.
This ATP shall be interpreted, construed and governed, in all respects, according to the Contract.
This ATP constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings and agreements with respect to the subject matter hereof, except for the MNDA. The terms of this ATP may be modified only by an agreement in writing signed by the parties.
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Please acknowledge your receipt and acceptance of this ATP by signing this letter and returning it to Globalstar. Globalstar appreciates your continued support of our requirements.
| Sincerely, | ||||
GLOBALSTAR, INC. | ||||
/s/ ANTHONY J. NAVARRA | ||||
| By: | Anthony J. Navarra | |||
| Title: | President | |||
| Date: | 21 December 2007 | |||
THALES ALENIA SPACE FRANCE | ||||
/s/ OLIVIER BADARD | ||||
| By: | OLIVIER BADARD | |||
| Title: | SVP Sales and Marketing | |||
| Date: | 8 January 2008 | |||
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