Attached files
| file | filename |
|---|---|
| 10-K - Globalstar, Inc. | v176991_10k.htm |
| EX-2.2 - Globalstar, Inc. | v176991_ex2-2.htm |
| EX-23.1 - Globalstar, Inc. | v176991_ex23-1.htm |
| EX-31.1 - Globalstar, Inc. | v176991_ex31-1.htm |
| EX-31.2 - Globalstar, Inc. | v176991_ex31-2.htm |
| EX-12.1 - Globalstar, Inc. | v176991_ex12-1.htm |
| EX-21.1 - Globalstar, Inc. | v176991_ex21-1.htm |
| EX-32.1 - Globalstar, Inc. | v176991_ex32-1.htm |
| EX-10.28 - Globalstar, Inc. | v176991_ex10-28.htm |
| EX-10.11 - Globalstar, Inc. | v176991_ex10-11.htm |
Exhibit
10.10
CONFIDENTIAL
TREATMENT
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
N°1
TO
AMENDED
AND RESTATED
CONTRACT
N° GINC-C-06-0300
By
and Between
GLOBALSTAR,
INC.
and
THALES
ALENIA SPACE FRANCE
|
|
Amendment n°1 to the CONTRACT GINC-C-06- 0300 between Globalstar, Inc.
|
and Thales Alenia Space France
|
This
Amendment N°1 to the Amended & Restated Contract signed on June 3, 2009,
referenced GINC-C-06-0300 is made between Thales Alenia Space France, a
Company organised and existing under the laws of France, having its registered
office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE
(“Contractor”) and Globalstar,
Inc., a Delaware corporation with offices at 461 South Milpitas Blvd.,
Milpitas, California 95035, U.S.A. (“Purchaser”).
The
Purchaser and the Contractor being hereinafter individually referred to as a
“Party” or collectively as the “Parties”.
Recitals
Whereas, the Purchaser and
the Contractor signed an Amended and Restated Contract on June 3, 2009, for the
procurement of forty eight (48) satellites and other Deliverable Items and
related services for the Construction of the Globalstar Satellites for the
Second Generation Constellation ; and
Whereas, for convenience
purposes, certain dates in this Amended and Restated Contract were based upon an
assumed EDC2 of June 5, 2009, meaning that the first draw down under the Export
Credit Facility has occurred prior to that date; and
Whereas, pursuant to the
provisions of Article 32 of the Amended and Restated Contract, if the first draw
down occurs later than June 5th, 2009,
then certain dates in this Amended and Restated Contract shall
be postponed accordingly by the number of days elapsed
between June 5th, 2009 and actual date of the first draw down ; and
Whereas, the first draw down
under the Export Credit Facility has occurred on July 1, 2009 and as a
consequence, certain dates in the Amended and Restated Contract must be
postponed by 26 days; and
Whereas, the Parties hereby
agree to modify certain provisions of the Amended and Restated Contract and its
Exhibits accordingly.
THEREFORE,
THE PARTIES AGREE TO THE FOLLOWING :
Page
1
|
Amendment n°1 to the CONTRACT GINC-C-06- 0300 between Globalstar, Inc.
|
and Thales Alenia Space France
|
The
following provisions of the Amended and Restated Contract are replaced or
amended as follows:
|
1.1
|
Article
6. Delivery and Delivery
Schedule.
|
Paragraph
(A) is replaced by the following:
(A) The
Delivery Schedule is identified in the Table below. Delivery of a Spacecraft
(other than Spacecraft delivered for storage as directed by Purchaser in
accordance with Article 29) shall be deemed to have occurred at Pre-Shipment
Review. Delivery of a DSS shall be deemed to have occurred upon completion of
the Simulator Completion Review. Delivery of Satellite Mass Simulator shall be
deemed to have occurred upon Mass Simulator Delivery Review
Board.
|
Item
|
Description
|
Delivery Date or
Date of Performance
|
Delivery Place
|
|||
|
1
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Spacecraft
|
Per
Exhibit F
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Contractor’s
facilities
|
|||
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2
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Satellite
Propellant
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Per
Exhibit A
|
Per
Article 6(C)
|
|||
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3
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DSS
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Per
Exhibit A
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Milpitas,
CA
El
Dorado Hills, CA
|
|||
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4
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Satellite
OBPE Software
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Per
Exhibit A
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Milpitas,
CA
|
|||
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5
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Launch
Support Services
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Per
Exhibit A
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Launch
Site
|
|||
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6
|
MOSS
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Per
Exhibit A
|
Milpitas,
CA
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|||
|
7
|
Documentation
|
Per
Exhibit A
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Milpitas,
CA
|
|||
|
8
|
|
Satellite
Mass Simulator(*)
|
|
Oct
30, 2009
|
|
France,
Arianespace
(Bordeaux)
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(*) At
the end of the tests, the Purchaser shall ship back to Contractor’s facility in
Cannes the satellite mass simulator with its container for destruction purposes.
The satellite mass simulator will therefore be delivered on a temporary basis.
Cost for the shipping back to Cannes shall be paid by the
Contractor.
As an
option, Purchaser may choose to take delivery of mass simulator in Milpitas or
in Cannes at the end of the tests and shall then pay for all the applicable
taxes and shipment costs (if any).
|
1.2
|
Article
18. Liquidated Damages for
Late Delivery / Early Delivery
Incentives.
|
Paragraph
18.1 (B) is replaced by the following:
(B) The
Required Delivery Dates for Spacecraft under this Contract are set forth below
by the following spacecraft groups :
|
Satellites Completed PSR
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Date of PSR
(Regular)
|
|
|
TOTAL:
7
Satellites
(FM
2,3,4,5,6,7,8)
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April
22, 2010
|
|
|
TOTAL:
13
Satellites
(FM
9,10,11,12,13,14)
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June
7, 2010
|
|
|
TOTAL:19
Satellites
(FM
15,16,17,18,19,20)
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July
19, 2010
|
|
|
TOTAL:
24
Satellites
(FM
21,22,23,24,25)
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August
23, 2010
|
|
|
TOTAL:
31
Satellites
(FM
26,27,28,29,30,31,32)
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May
25, 2012
|
|
|
TOTAL:
37
Satellites
(FM
33,34,35,36,37,38)
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Nov
21, 2012
|
|
|
TOTAL:
43
Satellites
(FM
39,40,41,42,43,44)
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May
20, 2013
|
|
|
TOTAL:
48
Satellites
(FM
45,46,47,48,PFM1)
|
|
Sept
17, 2013
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Page
2
|
Amendment n°1 to the CONTRACT GINC-C-06- 0300 between Globalstar, Inc.
|
and Thales Alenia Space France
|
For the
avoidance of doubt, the Satellite grouping specified in the above table shall be
independent of FM numbers.
For the
avoidance of doubt, the PSR ED2 Objective dates as per Early Delivery ED2 Scope
of Work shall not be taken into account for the calculation of Liquidated
Damages for Late Delivery as per Article 18.1.
The
Parties agree that they will negotiate in good faith to create a Table, to
substitute for the above Table, reflecting the actual number of Spacecraft per
Batch (the first Batch to include appropriate spare Spacecraft(s)) in alignment
with Purchaser’s selected Launch Services Agreement commitments for the numbers
of Spacecraft per launch.
Paragraph
18.2 – The Table “PSR ED2 Early Delivery Incentives” and the Table “Launch ED2
Early Delivery Incentives” are replaced by the following:
Table
PSR ED2 Early Delivery Incentives
|
Required Delivery
Dates for Regular
Schedule as per
Article 18.1 (B)
|
PSR ED2
Objective Dates
|
PSR Schedule
Saving Days
for [*]%
Incentives
|
Maximum
Incentives amount
(in Euro)
|
|||||
|
Batch
1 FM2 to FM7*
|
April
9, 2010
|
Feb
28, 2010
|
40
|
[*]
|
||||
|
Batch
2 FM8 to FM13*
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May
31, 2010
|
April
23, 2010
|
38
|
[*]
|
||||
|
Batch
3 FM14 to FM19*
|
July
12, 2010
|
June
4, 2010
|
38
|
[*]
|
||||
|
Batch
4 FM20 to FM25*
|
|
Aug
23, 2010
|
|
July
26, 2010
|
|
28
|
|
[*]
|
(*) For the avoidance of doubt
a Batch shall be comprised of six (6) Spacecraft independently of FM numbers
specified in the above table.
Table
Launch ED2 Early Delivery Incentives
|
Nominal
Scheduled Launch
Dates
|
Launch ED2
Objective Dates
|
Launch Schedule
Saving Days
for [*]%
Incentives
|
Maximum
Incentives amount
(in Euro)
|
|||||
|
Batch
1 FM2 to FM7*
|
Jun
18, 2010
|
May
9, 2010
|
40
|
[*]
|
||||
|
Batch
2 FM8 to FM13*
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Sept
16, 2010
|
Aug
7, 2010
|
40
|
[*]
|
||||
|
Batch
3 FM14 to FM19*
|
Nov
16, 2010
|
Oct
7, 2010
|
40
|
[*]
|
||||
|
Batch
4 FM20 to FM25*
|
|
Jan
16, 2011
|
|
Dec
7, 2010
|
|
40
|
|
[*]
|
(*) For the avoidance of doubt
a Batch shall be comprised of six (6) Spacecraft independently of FM numbers
specified in the above table.
Page
3
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Amendment n°1 to the CONTRACT GINC-C-06- 0300 between Globalstar, Inc.
|
and Thales Alenia Space France
|
|
1.3
|
Exhibit
F is replaced by the new Exhibit F as attached to this Amendment N°
1.
|
1.4 All
of the terms, covenants and conditions of the Contract as may already have been
amended shall remain in full force and effect except to the extent the same have
been expressly amended or modified by the terms of this Amendment
N°1.
1.5
All
capitalized terms not otherwise defined in this Amendment N°1 shall have the
meanings for such terms as set forth in the Contract.
Execution
In witness whereof, the
Parties have duly executed this Contract Amendment.
|
Globalstar,
Inc.
|
Thales
Alenia Space France
|
||||
|
By:
|
/s/ Paul Rosati
|
By:
|
/s/ Grave
Emmanuel
|
||
|
Name:
|
Paul
Rosati
|
Name:
|
Grave
Emmanuel
|
||
|
Title:
|
Contracts
Manager
|
Title:
|
Executive
Vice President Telecommunications
|
||
|
Date:
|
15
January 2010
|
Date:
|
18
January 2010
|
||
Page
4
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Amendment n°1 to the CONTRACT GINC-C-06- 0300 between Globalstar, Inc.
|
and Thales Alenia Space France
|
EXHIBIT
F
[*]
Page
1