Exhibit 10.1

Dated 31 July 2013

Global Deed of Amendment and Restatement

between

Globalstar, Inc.

as the Borrower

Thermo Funding Company LLC

as Thermo and the Subordinated Creditor

BNP Paribas

as the COFACE Agent, the Security Agent and the Offshore Account Bank

The Banks and Financial Institutions

named in 0 ( Lenders ) as the Lenders

and

Others

in respect of, among other things, a COFACE
Facility Agreement dated 5 June 2009

White & Case llp

5 Old Broad Street

London EC2N 1DW

Table of Contents

This Global Deed of Amendment and Restatement (the “ Deed ”) is made as a deed on 31 July 2013 between:

Recitals:

in each case, on the terms and subject to the conditions of this Deed or the Security Amendment and Restatement Agreement (as the case may be).

It is Hereby Agreed as follows:

In this Deed:

“ 5% Notes ” means the 5% convertible senior unsecured notes issued by the Borrower pursuant to the Original Indenture as supplemented by a third supplemental indenture dated as of 14 June 2011.

“ 5.75% Notes ” means the 5.75% convertible unsecured senior notes due 2028 and issued by the Borrower pursuant to the Original Indenture as supplemented by a first supplemental indenture dated as of 15 April 2008 which were exchanged or redeemed in full by the Borrower on or prior to 26 June 2013.

“ 5.75% Notes Term Sheet ” means the term sheet attached as schedule 1 to the Restructuring Support and Consent Agreement in respect of the restructuring of the 5.75% Notes.

“ 8% New Notes ” means the 8% convertible senior notes issued by the Borrower pursuant to the Original Indenture as supplemented by the fourth supplemental indenture dated 20 May 2013.

“ 8% Old Notes ” means the 8% convertible senior unsecured notes issued by the Borrower pursuant to the Original Indenture as supplemented by the second supplemental indenture dated 19 June 2011.

“ 2013 Closing Commitment ” has the meaning given to such term in the Amended and Restated Facility Agreement.

“ 2013 Year-End Commitment ” has the meaning given to such term in Clause 7.4(a) ( Equity Commitments ).

“ 2014 Anticipated Equity Financing ” has the meaning given to such term in Clause 7.4(b) ( Equity Commitments ).

“ Additional Guarantee Agreement ” has the meaning given to such term in Recital (C).

“ Additional Subsidiary Guarantors ” means each of the Subsidiary Guarantors listed in items 12 and 13 of Schedule 2 ( Subsidiary Guarantors ).

“ Amended and Restated Accounts Agreement ” means the Original Accounts Agreement, as amended and restated by this Deed, the terms of which are set out in Schedule 5 ( Amended and Restated Accounts Agreement ).

“ Amended and Restated Collateral Agreement ” means the Original Collateral Agreement, as amended and restated by the Security Amendment and Restatement Agreement in the form attached to the Security Amendment and Restatement Agreement.

“ Amended and Restated Facility Agreement ” means the Original Facility Agreement, as amended and restated by this Deed, the terms of which are set out in Schedule 4 ( Amended and Restated Facility Agreement ).

“ Amended and Restated Guarantee Agreement ” means the Original Guarantee Agreement, as amended and restated by this Deed, the terms of which are set out in Schedule 6 ( Amended and Restated Guarantee Agreement ).

“ Amended and Restated Pledge Agreement ” means the Original Pledge Agreement as amended and restated by the Security Amendment and Restatement Agreement in the form attached to the Security Amendment and Restatement Agreement.

“ Amended and Restated Thermo Subordination Deed ” means the Original Thermo Subordination Deed as amended and restated by this Deed, the terms of which are set out in Schedule 7 ( Amended and Restated Thermo Subordination Deed ).

“ Amendment Letters ” means:

“ Borrower Additional Pledge of Bank Accounts ” means the French law “ Convention de Nantissement de Comptes Bancaires ” entered or to be entered into by the Borrower and the Security Agent on or around the Effective Date.

“ Defaults Side-Letter ” means the letter from the Borrower to the COFACE Agent dated on or about the date of this Deed relating to certain Events of Default that have occurred and are continuing under or in connection with the Finance Documents as of the date of this Deed.

“ Delegation Agreement Amendment Agreements ” means each of the amendment agreements in respect of the Delegation Agreements entered or to be entered into between the Borrower, the Security Agent and the Supplier or the Launch Services Provider (as the case may be) in accordance with the provisions of this Deed.

“ Effective Date ” means the date on which the COFACE Agent confirms to the Borrower and the Lenders that it has received all of the documents and other evidence set out in Schedule 3 ( Conditions Precedent to the Effective Date ) in form and substance satisfactory to the COFACE Agent (acting on the instruction of each Lender).

“ Effective Date Commitment ” has the meaning given to such term in the Amended and Restated Facility Agreement.

“ Effective Date Fee Payment ” has the meaning given to such term in Clause 4.2(a) ( Restructuring Fee Payment ).

“ Effective Date Utilisation ” has the meaning given to such term in Clause 7.1(a) ( Further Utilisation of Facilities ).

“ Equity Commitments ” means:

“ Equity Linked Securities ” has the meaning given to such term in paragraph 9(a) of Schedule 3 ( Conditions Precedent to the Effective Date ).

“ Existing Defaults ” has the meaning given to such term in Clause 8.2(a) ( Waivers of Existing Defaults ).

“ Holding Account Pledge Agreement ” means the French law “ Convention de Nantissement de Compte Bancaire ” to be entered into by the Borrower and the Security Agent on or around the Effective Date in relation to the Holding Account (as defined in the Amended and Restated Facility Agreement).

“ Initial Minimum Cash Commitment ” has the meaning given to such term in the Amended and Restated Facility Agreement.

“ Initial Signing Date ” means 5 June 2009.

“ Longstop Date ” means 9 August 2013 or such other date as may be agreed between the Borrower and the COFACE Agent (acting on the instructions of all the Lenders).

“ Original Accounts Agreement ” has the meaning given to such term in Recital (B).

“ Original Collateral Agreement ” has the meaning given to such term in Recital (E).

“ Original Facility Agreement ” has the meaning given to such term in Recital (A).

“ Original Guarantee Agreement ” has the meaning given to such term in Recital (C).

“ Original Indenture ” means the indenture dated as of 15 April 2008 between the Borrower as issuer and U.S. Bank National Association as trustee.

“ Original Pledge Agreement ” has the meaning given to such term in Recital (E).

“ Original Subsidiary Guarantors ” means each of the Subsidiary Guarantors listed in items 1 to 11 (inclusive) of Schedule 2 ( Subsidiary Guarantors ).

“ Original Thermo Subordination Deed ” has the meaning given to such term in Recital (D).

“ Party ” means a party to this Deed.

“ Proposed Restructuring ” has the meaning given to such term in Recital (F).

“ Purchase Agreement ” means the common stock purchase agreement dated as of 28 December 2012 between the Borrower and Terrapin.

“ Relevant Accounts ” has the meaning given to such term in Clause 6.1(a) ( Disapplication of Certain Terms ).

“ Relevant Commitments ” has the meaning given to such term in Clause 7.1(a)(iv) ( Further Utilisation of Facilities ).

“ Restructuring Documents ” means:

“ Restructuring Fee ” has the meaning given to such term in Clause 4.1 ( Restructuring Fee ).

“ Restructuring Support and Consent Agreement ” has the meaning given to such term in Recital (F).

“ Security Amendment and Restatement Agreement ” means the New York law governed amendment and restatement agreement dated on or around the date of this Deed between the Borrower, the Subsidiary Guarantors and the Security Agent in connection with the Original Collateral Agreement and the Original Pledge Agreement.

“ Subsidiary Guarantor Subordination Deed ” means the subordination deed dated on or around the Effective Date and made between the Subsidiary Guarantors, the Borrower, the Security Agent and the COFACE Agent.

“ Terrapin ” means Terrapin Opportunity, L.P.

“ Thermo Contingent Equity Account ” has the meaning given to such term in the Original Accounts Agreement.

Terms defined in clause 1.1 ( Definitions ) of the Original Facility Agreement shall, unless otherwise defined herein, have the same meaning in this Deed and the principles of construction set out in clause 1.2 ( Construction ) of the Original Facility Agreement shall have effect as if set out in this Deed.

In this Deed any reference to a “ Clause ” or a “ Schedule ” is, unless the context otherwise requires, a reference to a Clause or a Schedule hereof. Clause headings are for ease of reference only.

In the case of any inconsistency between the provisions of this Deed and the provisions of any other Finance Document, the provisions of this Deed shall prevail.

With effect from the Effective Date:

If the Effective Date does not occur on or prior to the Longstop Date, such non-occurrence shall constitute an immediate Event of Default pursuant to clause 23.3 ( Other Obligations ) of the Original Facility Agreement and, for the avoidance of doubt, it is agreed that any grace period contemplated by clause 23.3(b) ( Other Obligations ) of the Original Facility Agreement shall not apply to such Event of Default.

Each Party agrees that this Deed is designated a “ Finance Document ” for the purposes of the Original Facility Agreement and the Amended and Restated Facility Agreement.

Subject to the disclosures set out in Schedule 8 ( Disclosures ) and the Defaults Side-Letter, on each of the date of this Deed and the Effective Date, the Borrower repeats in favour of the Finance Parties each of the representations and warranties set out in:

Subject to the disclosures set out in Schedule 8 ( Disclosures ) and the Defaults Side-Letter, on each of the date of this Deed and the Effective Date, each Subsidiary Guarantor repeats in favour of the Finance Parties each of the representations and warranties set out in:

Subject to the disclosures set out in Schedule 8 ( Disclosures ) and the Defaults Side-Letter, on each of the date of this Deed and the Effective Date, Thermo repeats in favour of the Finance Parties each of the representations and warranties set out in:

As consideration for each Lender’s participation in the Proposed Restructuring (including, but not limited to, the entry into each Restructuring Document), the Borrower shall pay to the COFACE Agent (for the account of each Lender pro rata to the proportion of each Lender’s Commitment as at the Initial Signing Date) a restructuring fee in an amount equal to two point five per cent. (2.5%) of the Total Commitments as at the Initial Signing Date, being US$14,658,550 (the “ Restructuring Fee ”) which shall become due on the Effective Date and shall be payable in accordance with Clause 4.2 ( Restructuring Fee Payment ).

The Restructuring Fee shall be payable on the following dates:

Save as provided in Clause 4.2 ( Restructuring Fee Payment ), the Restructuring Fee once paid shall be non-refundable and non-creditable against other fees payable in connection with the Project. Payments in respect of the Restructuring Fee shall be made in accordance with the payment provisions set out in the Amended and Restated Facility Agreement.

As of the date of this Deed:

As of the Effective Date:

On and from the Effective Date, and as set out in the Amended and Restated Accounts Agreement, Thermo shall be removed as a party from the Amended and Restated Accounts Agreement and shall no longer have any obligations thereunder, save to the extent that such obligations were incurred during, or are attributable to, the period prior to the Effective Date. For the avoidance of doubt, no consent shall be required from Thermo in connection with any amendment to the Amended and Restated Accounts Agreement after the Effective Date.

the Parties agree that following the occurrence of the Effective Date, the Relevant Commitments shall be reinstated solely for the purpose of the Borrower making a Utilisation on the Effective Date and the Borrower shall utilise all amounts in respect of the Facilities not previously utilised, being an amount of US$672,133.33 (the “ Effective Date Utilisation ”), such Effective Date Utilisation to be applied towards payment by the Borrower of any amounts then due and owing by it to the Supplier and/or the Launch Services Provider, provided that the Effective Date Utilisation shall not exceed the aggregate amount of any amounts payable to the Supplier and the Launch Services Provider.

the Borrower hereby irrevocably authorises and mandates the COFACE Agent (on its behalf and for its account) to pay the proceeds of the Effective Date Utilisation as a direct disbursement to the Supplier and/or the Launch Services Provider (as directed by the Borrower) and the Borrower agrees that the Effective Date Utilisation shall be deemed to have been made to or for the benefit of the Borrower and the Borrower waives all rights of protest it may have to the contrary.

Notwithstanding any provisions of the Finance Documents to the contrary, the Parties agree that upon the Effective Date:

shall be paid directly to the Launch Services Provider towards payment of any amounts that may be owing by the Borrower to the Launch Services Provider pursuant to the Launch Services Contract provided that the aggregate of the amounts set out in paragraphs (a) and (b) above shall not exceed the amount due to the Launch Services Provider as of the Effective Date. The Borrower shall provide to the COFACE Agent evidence of the amounts owing by the Borrower to the Launch Services Provider under the Launch Services Contract and, following payment thereof, confirmation from the Launch Services Provider of the receipt of such payment. The Borrower hereby authorises the payment of the amounts referred to in paragraphs (a) and (b) above by the Offshore Account Bank from the Thermo Contingent Equity Account and the Debt Service Reserve Account respectively.

The Borrower shall use its commercially reasonable efforts to procure that each of the Supplier and the Launch Services Provider shall enter into a Delegation Agreement Amendment Agreement with the Borrower and the Security Agent within thirty (30) days of the Effective Date. Upon execution of each of the Delegation Agreement Amendment Agreements, the COFACE Agent must receive:

in each case, in form and substance satisfactory to the COFACE Agent.

As of the Effective Date, Thermo agrees to restate in this Deed certain of its obligations in respect of its Equity Commitments under section 2 ( Equity Commitments ) of the Restructuring Support and Consent Agreement in the following terms:

(the “ 2014 Anticipated Equity Financing ”). For the avoidance of doubt, any amount raised prior to 31 December 2014 by Thermo (or any third party Equity Issuances ( but excluding any Equity Issuance involving Terrapin)) and contributed to the Borrower in excess of the Initial Minimum Cash Commitment, the Effective Date Commitment, the 2013 Closing Commitment and the 2013 Year-End Commitment may be included in the calculation of the 2014 Anticipated Equity Financing; and

Thermo acknowledges and agrees that its obligations to fund the commitments set out in paragraphs (a) and (b) above to the Borrower shall be irrevocable.

then the COFACE Agent may, acting on the instructions of each Lender, agree in writing to designate the Relevant Defaults as “ Existing Defaults ” for the purposes of this Deed.

The Borrower shall, at the request of the COFACE Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed and the other Restructuring Documents.

As of the Effective Date and to the maximum extent permitted by Applicable Law, the Borrower and each of its Affiliates hereby release the Finance Parties, and each of their respective affiliates, partners, trustees, shareholders, representatives, attorneys-in-fact, controlling persons, employees, officers, directors, agents, attorneys and advisors, from all claims, demands, disputes, objections, liabilities or obligations whether based in contract, tort or any other theory at law or equity, arising out of, related to or in connection with the Group, Thermo, any of the Finance Documents, any documents related to any other debt obligation of the Group, and any other document or instrument executed in connection with the transactions contemplated by the Proposed Restructuring and the Restructuring Documents and all transactions related in any way thereto.

The provisions of clauses 13.4 ( Stamp Taxes ), 13.5 ( Value Added Tax ), 35 ( Partial Invalidity ), 36 ( Remedies and Waivers ), 40 ( Enforcement ) and 41 ( Confidentiality ) of the Amended and Restated Facility Agreement shall also apply to this Deed as if expressly set out herein, mutatis mutandis , with each reference therein to “ this Agreement ” being deemed to be a reference to this Deed, each reference to “ Party ” or “ Parties ” being deemed to be a reference to the parties to this Deed and each reference to the “ Borrower ” being deemed to be a reference to each Obligor and the Subordinated Creditor. For the purposes of incorporating clause 41 ( Confidentiality ) of the Amended and Restated Facility Agreement into this Deed, the Parties agree that the definition of Confidential Information shall be extended to include any information provided by the Borrower, Thermo or any other person to satisfy the requirements of paragraph 11 of Schedule 3 ( Conditions Precedent to the Effective Date ).

This Deed, and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

This Deed may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

If an Event of Default has occurred and is continuing, a Finance Party may set-off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.  Following the exercise of a right of set-off under this Deed, the relevant Finance Party shall notify the Borrower.

This Deed has been executed as a deed by the Borrower, Thermo, the Subordinated Creditor and the Subsidiary Guarantors and has been signed on behalf of the other Parties.

SIGNATURE PAGES

The Borrower

SIGNED as a deed by GLOBALSTAR, INC. acting
		/s/ Lindsey Keeble
by its attorney  Lindsey Keeble, attorney-in-fact
in the presence of:

Thermo

SIGNED as a deed by THERMO FUNDING
COMPANY LLC acting  by its attorney		/s/ Lindsey Keeble
Lindsey Keeble, attorney-in-fact
in the presence of:

SIGNED as a deed by GSSI, LLC in its capacity as
GUARANTOR acting  by its attorney Lindsey		/s/ Lindsey Keeble
Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR SECURITY
SERVICES, LLC in its capacity as GUARANTOR		/s/ Lindsey Keeble
acting  by its attorney Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR C, LLC in its
capacity as GUARANTOR  acting by its attorney		/s/ Lindsey Keeble
Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guaranto r:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR USA, LLC in
its capacity as GUARANTOR  acting  by its attorney		/s/ Lindsey Keeble
Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR LEASING
LLC in its capacity as GUARANTOR acting  by its		/s/ Lindsey Keeble
attorney  Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by SPOT LLC in its capacity as
GUARANTOR  acting  by its attorney  Lindsey		/s/ Lindsey Keeble
Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by ATSS CANADA, INC. in its
capacity as GUARANTOR  acting  by its attorney		/s/ Lindsey Keeble
Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR BRAZIL
HOLDINGS, L.P. in its capacity as GUARANTOR		/s/ Lindsey Keeble
acting  by its attorney  Lindsey Keeble, attorney-in-
fact in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:    +1 (985) 335-1500

Fax No.:     +1 (985) 335-1900

SIGNED as a deed by GCL LICENSEE LLC in its
capacity as GUARANTOR  acting  by its attorney		/s/ Lindsey Keeble
Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GUSA LICENSEE LLC in its
capacity as GUARANTOR  acting  by its attorney		/s/ Lindsey Keeble
Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:   +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR LICENSEE
LLC in its capacity as GUARANTOR  acting  by its		/s/ Lindsey Keeble
attorney Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:   +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR MEDIA,
L.L.C. in its capacity as GUARANTOR  acting  by		/s/ Lindsey Keeble
its attorney  Lindsey Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:    +1 (985) 335-1900

SIGNED as a deed by GLOBALSTAR
BROADBAND SERVICES INC. in its capacity as		/s/ Lindsey Keeble
GUARANTOR  acting  by its attorney  Lindsey
Keeble, attorney-in-fact
in the presence of:

Address of Guarantor:

Globalstar, Inc.

300 Holiday Square Boulevard

Covington

LA 70433

United States of America

Attention:   James Monroe III

Telephone No.:   +1 (985) 335-1500

Fax No.:     +1 (985) 335-1900

The Subordinated Creditor

SIGNED as a deed by THERMO FUNDING
COMPANY LLC   acting  by its attorney  Lindsey		/s/ Lindsey Keeble
Keeble, attorney-in-fact
in the presence of:

Lender

Lender

Lender

Lender

Lender

Mandated Lead Arranger

Mandated Lead Arranger

Mandated Lead Arranger

Mandated Lead Arranger

Mandated Lead Arranger

Security Agent

COFACE Agent

Offshore Account Bank

Schedule 1     Lenders

Schedule 2   Subsidiary Guarantors

Schedule 3    Conditions Precedent to the Effective Date

An original (duly executed by each of the parties thereto) of:

The Borrower has obtained, and provided to the COFACE Agent, certified copies of all Authorisations that may become necessary for:

Copies of each of the Material Contacts listed in schedule 12 ( Material Contracts ) of the Amended and Restated Facility Agreement.

Each COFACE Insurance Policy (as amended) is in full force and effect and is in form and substance satisfactory to the COFACE Agent (acting on the instructions of all Lenders) and the COFACE Agent (acting on the instructions of all the Lenders) is satisfied that all conditions to each COFACE Insurance Policy are fulfilled, that all requisite approvals of the French Authorities have been obtained and, if required, payment of any portion of any new COFACE Insurance Premium then owing (if any) has been made.

Since 10 May 2013, nothing has occurred which has or could reasonably be expected to have a Material Adverse Effect.

Evidence that the DSRA Required Balance is standing to the credit of the Debt Service Reserve Account.

The COFACE Agent shall have received each of the documents required by each of the Lenders in respect of any “ Know Your Customer ” requirements applicable to such Lender.

No litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened against the Group or its assets which has not been disclosed to the COFACE Agent in writing.

Delivery of a final business plan and financial projections in form and substance satisfactory to the Lenders and agreed to by the Borrower, which plan shall incorporate the projections attached as Schedule 9 ( Projections ) (the “ Projections ”) and shall also demonstrate the Group’s ability (assuming the timely receipt of Equity Linked Securities) to fully fund operations and repay all indebtedness, and identify all sources of additional funding (including the Projections).

in such form as shall be acceptable to the COFACE Agent.

Schedule 4   Amended and Restated Facility Agreement

See Exhibit 10.3 to Current Report on Form 8-K dated August 22, 2013

Schedule 5   Amended and Restated Accounts Agreement

Dated 5 June 2009

as amended and restated pursuant

to the Deed of Waiver and Amendment No. 7

dated 30 September 2011 and the Global Deed of Amendment

and Restatement dated ___________ 2013

Accounts Agreement

between

Globalstar, Inc. 

as the Borrower

and

BNP Paribas

as the Security Agent,

the COFACE Agent and 

the Offshore Account Bank

White & Case llp

5 Old Broad Street

London EC2N 1DW 

Table of Contents

This Accounts Agreement (the “ Agreement ”) was originally dated 5 June 2009 (and was amended and restated on 30 September 2011 by the Deed of Waiver and Amendment No. 7 (as such term is defined below) and was further amended and restated on _____________ 2013 by the Global Deed of Amendment and Restatement and is made

Between:

It is hereby agreed as follows:

Words and expressions defined in the Facility Agreement shall, unless the context otherwise requires, have the same meaning when used in this Agreement.

In this Agreement the following terms have the meaning set out below:

“ Account Banks ” means:

and “ Account Bank ” mean either of the foregoing, as the context requires.

“ Accounts Assets ” has the meaning given to such term in Clause 3.4(a)(ii) ( Notice of Liens ).

“ Authorised Person ” has the meaning given to such term in Clause 3.6(d) ( Instructions ).

“ Blocking Notice ” means a notice substantially in the form of Schedule 2 ( Form of Blocking Notice ).

“ Callback Contact ” means each person identified by the Borrower to the Offshore Account Bank as being authorised to confirm to the Offshore Account Bank any instructions given by the Borrower to the Offshore Account Bank in the form of Schedule 6 ( Authorised Persons and Callback Contacts ).

“ Canadian Account ” means each bank account held in Canada:

“ Collection Account ” means the Dollar denominated account so titled, held in the name of the Borrower with the Onshore Account Bank with account number 6731016680.

“ Debt Service Account ” means the Dollar denominated account so titled, held in the name of the Borrower with the Offshore Account Bank with account number 30004 05658 0000034082G 55.

“ Debt Service Period ” means:

“ Debt Service Reserve Account ” means the Dollar denominated account so titled, held in the name of the Borrower with the Offshore Account Bank with account number 30004 05658 0000034083A 43.

“ Deed of Waiver and Amendment No. 7 ” means the amendment agreement to this Agreement dated 30 September 2011 between, among others, the Borrower, the Offshore Account Bank and the COFACE Agent.

“ Domestic Account ” means each bank account held in the United States:

“ DSA Required Balance ” means an amount equal to the product of:

multiplied by ,

“ Effective Date ” has the meaning given to such term in the Global Deed of Amendment and Restatement.

“ Facility Agreement ” means the facility agreement originally dated 5 June 2009, as amended from time to time including as amended and restated pursuant to the Global Deed of Amendment and Restatement between the Borrower, the Security Agent, the COFACE Agent, the Mandated Lead Arrangers and the Lenders.

“ Final Discharge Date ” means the date on which all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full and none of the Finance Parties is under any obligation (whether actual or contingent) to make advances or provide other financial accommodation to the Borrower under the Finance Documents.

“ Foreign Account ” means each bank account held in a jurisdiction other than the United States or Canada:

“ Holding Account ” means the Dollar denominated account so titled, held in the name of the Borrower with the Offshore Account Bank with account number 3000 4056 5800 0004 3504 S68.

“ Insurance Proceeds ” means all proceeds and amounts payable to or received by the Borrower or the Security Agent (as the case may be) under the Insurances.

“ Insurance Proceeds Account ” means the Dollar denominated account so titled, held in the name of the Borrower with the Offshore Account Bank with account number 30004 05658 0000034085H 59.

“ Liability ” means any present or future liability (actual or contingent) (including without limitation, any payment obligation and/or fee obligation) whether or not matured or liquidated, together with any:

“ Offshore Project Accounts ” means the Project Accounts other than the Collection Account.

“ Onshore Account Bank ” means Union Bank with its registered office at 99 Almaden Blvd., Ste 200, San Jose, CA 95113, United States of America.

“ Operating Expenditure ” means all operating and maintenance costs, expenses and liabilities (including inventory purchases) incurred by the Borrower and including any VAT in respect of any such amount (excluding any capital expenditure (other than maintenance capital expenditure)) and any other costs and expenses agreed between the COFACE Agent and the Borrower.

“ Overnight LIBOR ” means, on any date, the London Interbank Offered Rate administered by the British Banker’s Association, that is the day to day rate at which Dollars are offered to prime banks on the London interbank market and at 11:00 a.m. (London time) on pages LIBOR01 or LIBOR02 of the Reuters screen, (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the COFACE Agent may specify another page or service displaying the appropriate rate.

“ Party ” means a party to this Agreement.

“ Payment Date ” means:

“ Project Accounts ” means:

and “ Project Account ” means any of the foregoing, as the context requires.

“ Secured Obligations ” means all the Liabilities and all other present and future obligations at any time due, owing or incurred by an Obligor to any Finance Party under the relevant Finance Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity.

“ Unblocking Notice ” means a notice substantially in the form of Schedule 3 ( Form of Unblocking Notice ).

Any reference in this Agreement to any bank account shall include any renewal, redenomination, re-designation or sub-account thereof.

The Borrower shall continue to maintain and operate with the Onshore Account Bank in California the Collection Account, denominated in Dollars, subject to and in accordance with the terms and conditions of the relevant Account Control Agreement.

The Borrower acknowledges for the benefit of the COFACE Agent and the Security Agent that each Project Account pledged, charged or assigned to the Security Agent (for and on behalf of itself and the other Finance Parties) under or pursuant to the Security Documents will be a separate account of an Account Bank and the Borrower agrees:

The Offshore Account Bank shall not be obliged to make available to the Borrower, or any other person any sum which it is expecting to receive for the account of the Borrower until it has been able to establish that it has received that sum.

in the form of Schedule 6 ( Authorised Persons and Callback Contacts ).

The Borrower may change the names of the Authorised Persons and/or Callback Contacts by giving not less than five (5) Business Days’ prior written notice to the Offshore Account Bank of updating Schedule 6 ( Authorised Persons and Callback Contacts ).

provided that if there is any conflict between this Agreement and either:

the provisions of this Agreement shall prevail (but only to the extent that the Offshore Account Bank would not be in breach of any Applicable Law as a result).

The Offshore Account Bank agrees with the Borrower that the Offshore Account Bank may disclose to the COFACE Agent and/or the Security Agent any information regarding the Project Accounts as may be requested by the COFACE Agent and/or the Security Agent.

are, in each case, directly deposited into the Collection Account not later than the last Business Day of each Month.

The Borrower may only withdraw amounts from the Collection Account at the times, for the purposes and in the order of priority, set out in Schedule 5 ( Order of Application ).

The Borrower shall be deemed to have certified to the COFACE Agent that the amounts instructed by it to be transferred or paid in accordance with the provisions of Clause 5.2 ( Permitted Withdrawals from the Collection Account ) shall be the correct amount required to be so paid or transferred in accordance with the terms thereof.

The Borrower shall ensure that the Holding Account is funded in accordance with clause 7.6(b)(ii) ( Mandatory Prepayments – Asset Dispositions ) of the Facility Agreement.

The Borrower may only withdraw amounts standing to the credit of the Holding Account pursuant to:

Subject to Clause 13 ( General Rule Regarding Excess Balances ), on each Payment Date, and on each other date on which any payments in respect of Debt Service are required to be made, the Borrower shall withdraw funds from the Debt Service Account to pay such amounts then due and payable to the Finance Parties, but not otherwise.

Subject to Clause 9.3 ( Excess Funding in the Debt Service Reserve Account ), if, on any date, the aggregate balance of the Debt Service Account is insufficient to pay Debt Service then due, the Borrower shall withdraw cash up to the amount of such shortfall from the Debt Service Reserve Account to pay such Debt Service then due, but not otherwise.

To the extent the balance of the Debt Service Reserve Account exceeds the DSRA Required Balance, the Borrower shall be entitled to withdraw such excess amount and pay to the Debt Service Account to fund such account to its then required level as set out in this Agreement, and to the extent that the Debt Service Account is funded to the DSA Required Balance any such excess shall be paid to the Collection Account.

The Security Agent (following the occurrence and the continuance of an Event of Default) and the Borrower shall apply all Insurance Proceeds in accordance with the provisions of this Clause 11.

All Insurance Proceeds shall be paid by the relevant insurer directly to the Insurance Proceeds Account and, if paid to the Borrower (other than into the Insurance Proceeds Account), such Insurance Proceeds shall be forthwith paid over to the Insurance Proceeds Account.

In connection with an Insurance and Condemnation Event yielding less than US$500,000 in Net Cash Proceeds, the Borrower may transfer such amounts to the Collection Account to be applied in accordance with Clause 5.2 ( Permitted Withdrawals from the Collection Account ).

Subject to Clause 18 ( Event of Default ), but notwithstanding any other provision of this Agreement, to the extent that at any time the balance on the Debt Service Account is greater than the DSA Required Balance, the Borrower shall be entitled to withdraw such excess amounts and pay such amount to the Collection Account.

Upon receipt of notification from the COFACE Agent of the occurrence of the Final Discharge Date, the Offshore Account Bank shall disburse any amounts on deposit in the Offshore Project Accounts to or at the direction of, and at the expense of, the Borrower in accordance with Clause 3.6 ( Instructions ).

In determining the balance of proceeds on a Project Account (other than the Collection Account) only the cash on deposit on such Project Account shall be taken into account.

Following an Event of Default which has occurred and is continuing, the COFACE Agent shall (if so instructed by the Majority Lenders) deliver to the Offshore Account Bank and/or the Onshore Account Bank, the Security Agent and the Borrower, Blocking Notices in respect of any Project Accounts held with the Offshore Account Bank and the Offshore Account Bank will comply with the terms thereof.

At such time as any Event of Default subject to any Blocking Notices is no longer continuing, the COFACE Agent shall deliver to the Offshore Account Bank, the Security Agent and the Borrower Unblocking Notices in respect of those Project Accounts the subject of any Blocking Notices and, in respect of any Project Accounts held with the Offshore Account Bank, the Offshore Account Bank shall comply with the terms thereof.

All references in this Agreement to any time of day in relation to any Project Account (other than the Collection Account) shall be deemed to be references to Paris, France time.

The Offshore Account Bank may:

Notwithstanding anything to the contrary expressed or implied herein, the Offshore Account Bank shall not be:

The Offshore Account Bank shall not be responsible for the accuracy and/or completeness of any information supplied in connection with any Finance Document or for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document nor shall it be under any liability as a result of taking or omitting to take any action in relation to the Project Accounts (other than the Collection Account) save in the case of its gross negligence or wilful misconduct.

The Offshore Account Bank shall at all times be an Acceptable Bank.

No provision of this Agreement will:

The Offshore Account Bank hereby agrees and acknowledges that it waives any right it has or may hereafter acquire to combine, consolidate or merge any of the Project Accounts with any other account of the Borrower, the Security Agent or any liabilities of the Borrower, the Security Agent or any other person and agrees that it may not exercise any Lien, set-off, transfer, combine or withhold payment of any sum standing to the credit of any of the Project Accounts, then it shall immediately re-credit the relevant Project Account with the amount required to restore such Project Account to the position immediately prior to such breach.

Each communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax or letter.

or such other address or number as the relevant party may notify to the other parties by not less than fifteen (15) days’ prior written notice.

or such other address or number as the Security Agent may notify to the other parties by not less than fifteen (15) days’ prior written notice.