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Globalstar, Inc. – ‘10-Q’ for 6/30/14 – ‘EX-10.1’

On:  Monday, 8/11/14, at 5:01pm ET   ·   For:  6/30/14   ·   Accession #:  1366868-14-26   ·   File #:  1-33117

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/11/14  Globalstar, Inc.                  10-Q        6/30/14   80:15M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    798K 
 2: EX-10.1     Material Contract                                   HTML     43K 
 3: EX-10.2     Material Contract                                   HTML     35K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
54: R1          Document and Entity Information                     HTML     44K 
42: R2          Condensed Consolidated Statements of Operations     HTML    101K 
52: R3          Condensed Consolidated Balance Sheets               HTML    142K 
56: R4          Condensed Consolidated Balance Sheets               HTML     52K 
                (Parenthetical)                                                  
74: R5          Condensed Consolidated Statements of Cash Flows     HTML    164K 
44: R6          Condensed Consolidated Statements of Cash Flows     HTML     27K 
                (Parenthetical)                                                  
51: R7          Basis of Presentation                               HTML     30K 
38: R8          Property and Equipment                              HTML     76K 
28: R9          Long-Term Debt and Other Financing Arrangements     HTML    141K 
75: R10         Derivatives                                         HTML     92K 
58: R11         Fair Value Measurements                             HTML    172K 
57: R12         Accrued Expenses and Non-Current Liabilities        HTML     52K 
63: R13         Commitments                                         HTML     39K 
64: R14         Contingencies                                       HTML     34K 
61: R15         Related Party Transactions                          HTML     57K 
65: R16         Income Taxes                                        HTML     34K 
53: R17         Accumulated Other Comprehensive Income (Loss)       HTML     47K 
55: R18         Stock Compensation                                  HTML     44K 
60: R19         Geographic Information                              HTML     89K 
80: R20         Loss Per Share                                      HTML     27K 
70: R21         Supplemental Condensed Consolidating Financial      HTML    731K 
                Information                                                      
48: R22         Basis of Presentation Basis of Presentation         HTML     26K 
                (Policies)                                                       
59: R23         Property and Equipment (Tables)                     HTML     77K 
50: R24         Long-Term Debt and Other Financing Arrangements     HTML     81K 
                (Tables)                                                         
21: R25         Derivatives (Tables)                                HTML     73K 
71: R26         Fair Value Measurements (Tables)                    HTML    149K 
77: R27         Accrued Expenses and Non-Current Liabilities        HTML     53K 
                (Tables)                                                         
33: R28         Related Party Transactions (Tables)                 HTML     41K 
32: R29         Accumulated Other Comprehensive Income (Loss)       HTML     42K 
                (Tables)                                                         
36: R30         Stock Compensation (Tables)                         HTML     38K 
37: R31         Geographic Information (Tables)                     HTML     84K 
39: R32         Supplemental Condensed Consolidating Financial      HTML    565K 
                Information (Tables)                                             
18: R33         Schedule of Property and Equipment (Details)        HTML     42K 
68: R34         Capitalized Interest and Depreciation Expense       HTML     31K 
                (Details)                                                        
46: R35         Schedule of Long-term Debt (Details)                HTML     47K 
49: R36         Facility Agreement (Details)                        HTML     35K 
24: R37         Thermo Loan Agreement (Details)                     HTML     39K 
79: R38         8.00% Convertible Senior Notes Issued in 2013       HTML     61K 
                (Details)                                                        
12: R39         8.00% Convertible Senior Notes Issued in 2009       HTML     65K 
                (Details)                                                        
40: R40         Warrants Outstanding (Details)                      HTML     46K 
73: R41         Consent Agreement (Details)                         HTML     48K 
23: R42         Common Stock Purchase Agreement (Details)           HTML     37K 
31: R43         The Common Stock Purchase and Option Agreement      HTML     40K 
                (Details)                                                        
35: R44         Terrapin Opportunity, L.P. Common Stock Purchase    HTML     45K 
                Agreement (Details)                                              
43: R45         Schedule of Fair Value of Derivative Instruments    HTML     47K 
                (Details)                                                        
17: R46         Schedule of Derivative Gain (Loss) (Details)        HTML     32K 
27: R47         Derivatives (Details)                               HTML     44K 
14: R48         Financial Assets and Liabilities Measured at Fair   HTML     69K 
                Value on Recurring Basis (Details)                               
72: R49         Schedule of Significant Quantitative Level 3        HTML     44K 
                Inputs Utilized (Details)                                        
22: R50         Fair Value Measurements (Additional Information)    HTML     58K 
                (Details)                                                        
69: R51         Reconciliation of Assets and Liabilities Measured   HTML     35K 
                at Fair Value on Recurring Basis (Details)                       
25: R52         Accrued Expenses and Non-Current Liabilities        HTML     70K 
                (Details)                                                        
41: R53         Commitments (Details)                               HTML     47K 
13: R54         Contingencies (Details)                             HTML     35K 
16: R55         Related Party Transactions (Additional              HTML    105K 
                Information) (Details)                                           
34: R56         Expense Incurred on Behalf of Company (Details)     HTML     34K 
19: R57         Income Taxes (Details)                              HTML     31K 
76: R58         Accumulated Other Comprehensive Income (Loss)       HTML     32K 
                (Details)                                                        
45: R59         Grants to Eligible Participants of Incentive Stock  HTML     30K 
                Options, Restricted Stock Awards and Restricted                  
                Stock Units (Details)                                            
62: R60         Stock Based Compensation (Additional Information)   HTML     39K 
                (Details)                                                        
26: R61         Information by Geographic Area Revenues (Details)   HTML     38K 
29: R62         Information by Geographic Area, Long-Lived Assets   HTML     30K 
                (Details)                                                        
67: R63         Supplemental Condensed Consolidating Statement of   HTML    127K 
                Operations (Details)                                             
66: R64         Supplemental Condensed Consolidating Balance Sheet  HTML    200K 
                (Details)                                                        
47: R65         Supplemental Condensed Consolidating Statement of   HTML    102K 
                Cash Flows (Details)                                             
78: XML         IDEA XML File -- Filing Summary                      XML    122K 
15: EXCEL       IDEA Workbook of Financial Reports                  XLSX    331K 
30: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.89M 
 6: EX-101.INS  XBRL Instance -- gsat-20140630                       XML   4.16M 
 8: EX-101.CAL  XBRL Calculations -- gsat-20140630_cal               XML    211K 
 9: EX-101.DEF  XBRL Definitions -- gsat-20140630_def                XML    805K 
10: EX-101.LAB  XBRL Labels -- gsat-20140630_lab                     XML   1.49M 
11: EX-101.PRE  XBRL Presentations -- gsat-20140630_pre              XML   1.04M 
 7: EX-101.SCH  XBRL Schema -- gsat-20140630                         XSD    168K 
20: ZIP         XBRL Zipped Folder -- 0001366868-14-000026-xbrl      Zip    291K

‘EX-10.1’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  GSAT-2014.06.30-EX10.1  


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.

May 30, 2014    

Mr. Paul Monte
Vice President
Globalstar, Inc.
300 Holiday Square Blvd.
Covington, Louisiana 70433

Ref:
Contract Number GINC-C-08-0390 (“Contract”) between Globalstar, Inc. (“Globalstar”) and Hughes Network Systems, LLC (“Hughes”), as amended
Letter between Globalstar and Hughes covering equity payments, dated May 30, 2014

Dear Paul:

This letter memorializes the Parties’ understandings in respect of certain changes to the scope of work for the Radio Access Network (“RAN”) and User Terminal Subsystem (“UTS”) being supplied to Globalstar by Hughes under the Contract.

In the interest of allowing Hughes to commence the work while the parties make certain conforming revisions to the Contract Exhibits, such updated exhibits to be added as part of a formal contract amendment, and in consideration of the mutual promises and covenants contained in this letter (“Letter Agreement”), Globalstar and Hughes (each a “Party” and collectively, the “Parties”) agree as follows:

1)     Scope of Work and Price

Hughes shall perform the work necessary to support the implementation of the design modifications and delivery of additional equipment listed in Table 1 below. The total Firm Fixed-Price for such work shall be US$3,779,623 (the “Price”).

Table 1. Scope of Work and Price


Mr. Paul Monte
May 30, 2014
Page 2


Item No.
Description
Price (USD)
1
Design modification in the RAN [*]
NSP
2
Build and deliver twenty (20) additional Evaluation Platforms (“EVP”) units. The new EVP units shall include the three (3) d.c. power supplies modification for connection of external antennae.
NSP
3
EVP design modification adding three (3) d.c. power supplies and connections for connection of external antennae
NSP
4
RTDM design modification for inclusion of twenty (20) additional features
NSP
5
RAN design modification for Flexible Beam Boundary
NSP
6
RAN design modification for Call Performance Data
NSP
 
Firm Fixed-Price
3,779,623
Note: NSP means Not Specifically Priced.

2)     Payment Schedule

Globalstar shall pay the Price of US$3,779,623 to Hughes in accordance with the following payment schedule:
Table 2. Payment Schedule
Payment No.
Payment Event
Amount (US$)
Invoice Date
1
Effective Date
1,511,849
(40% of the Price)
Effective Date
2
Completion of the Design Review (est. Effective Date + 3 months)
1,133,887
(30% of the Price)
Upon completion of Design Review
3
Completion of Packet FAT (ref. Ex. C Payment Milestone 15a) [*]
377,962
(10% of the Price)
Upon completion of Packet FAT
4
Completion of IMS FAT (ref. Ex. C Payment Milestone 15b) [*]
377,962
(10% of the Price)
Upon completion of IMS FAT
5
Completion of RAN 3 in service date (ref. Ex. C Payment Milestone 17) [*]
377,963
(10% of the Price)
Upon completion of RAN 3 in service date
 
Total
3,779,623
 

Hughes shall be entitled to submit an invoice to Globalstar on the Invoice Date corresponding to the Payment Event referenced in Table 2. Payment No. 1 shall be paid in accordance with the letter covering equity payments between Globalstar and Hughes, dated May 30, 2014, except that in the event of a termination of such letter, Payment No. 1 will be paid within 5 business days of the termination of such letter. For Payment Nos. 2-5, Globalstar shall pay any such invoices within 30 days of the date of receipt of the invoice. Payment shall be made by wire transfer to the bank account listed in Article 7.C of the Contract.

3)    Delivery Schedule


Mr. Paul Monte
May 30, 2014
Page 3


Globalstar and Contractor agree that the new features for the RAN and UTS shall be delivered in accordance with the following delivery schedule:

Table 3. Delivery Schedule
Item No.
Description
Delivery Date
1
Design modification in the RAN [*]
[*]
2
Build and deliver twenty (20) additional Evaluation Platforms (“EVP”) units. The new EVP units shall include the three (3) d.c. power supplies modification for connection of the external antenna
[*]
3
EVP design modification adding three (3) d.c. power supplies and connections for connection of external antenna
[*]
4
RTDM design modification for inclusion of twenty (20) additional features
[*]
5
RAN design modification for Flexible Beam Boundary
[*]
6
RAN design modification for Call Performance Data
[*]

Until such time as Exhibits A, B1, B2 and B3 have been formally updated pursuant to Section 4 of this Letter Agreement, Hughes will work in a diligent manner toward the completion of the work by the corresponding delivery date set forth in Table 3.

4)    Resultant Contract Amendment

The parties shall endeavor to execute an amendment to the Contract to incorporate the scope of work, Price, payment schedule and delivery schedule described in this Letter Agreement, including revisions to relevant Exhibits, within thirty (30) days of the Effective Date of this Letter Agreement.

6)    Effectiveness

The effective date of this Letter Agreement (the “Effective Date”) shall be the date this Letter Agreement is signed by Globalstar.

7)    Terms and Conditions

This Letter Agreement shall be interpreted, construed and governed, in all respects, according to the Contract.

8)    General

Except as amended herein, all terms and conditions of the Contract shall remain in full force and effect. In the event of a discrepancy between the terms and conditions contained in this Letter Agreement, as amended, and those contained in the Contract, the terms and conditions contained in this Letter Agreement shall prevail. The terms of this Letter Agreement may be modified only by an agreement in writing signed by the parties. This Letter Agreement may be signed in counterparts and each original counterpart shall be deemed binding on each Party collectively and individually. This Letter Agreement shall be governed by and interpreted according to the laws of the State of New York.


Mr. Paul Monte
May 30, 2014
Page 4


We would appreciate Globalstar acknowledging its agreement with the terms of this Letter Agreement by having a duly authorized representative sign in the signature block below.

Sincerely,

/s/ Sean P. Fleming

Sean P. Fleming
Vice President and Associate General Counsel



AGREED AND ACCEPTED BY:

GLOBALSTAR, INC.            


Signature /s/ David Milla

Name David Milla
                
Title Director - Contracts

Date June 6, 2014

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/11/148-K
For Period end:6/30/14
6/6/14
5/30/144,  CT ORDER
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