UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22,
2010
GLOBALSTAR,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-33117
(Commission
File
Number)
|
41-2116508
(IRS
Employer
Identification
No.)
|
|
300 Holiday Square Blvd. Covington,
LA
|
70433
|
|
(Address of Principal
Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (985) 335-1500
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Amendment
to Facility Agreement
On
December 22, 2010, Globalstar, Inc. entered into an amendment to its Facility
Agreement with the lenders and agent party thereto. The amendment
effects the following changes:
|
·
|
delays
the first principal repayment date by up to six months to the earlier of
eight months after the launch of the 24th
second-generation satellite or June 15,
2012;
|
|
·
|
delays
the final maturity date by the amount of the delay to the first principal
repayment date;
|
|
·
|
reduces
the minimum adjusted consolidated EBITDA covenant requirements for all
relevant periods from the period ending December 31, 2010 through the
period ending June 30, 2012;
|
|
·
|
delays
the effectiveness of the minimum debt service coverage ratio by six months
to the period commencing on July 1, 2011 and ending December 31, 2012 if
no principal payment is required to be made in 2011;
and
|
|
·
|
delays
the last date for required in-orbit acceptance of 24 second-generation
satellites by nine months to September 1, 2012 and requires in-orbit
acceptance of 18 second-generation satellites by January 1,
2012.
|
Termination
of Open Range Spectrum Manager Lease Agreement
On
January 5, 2011, Globalstar terminated its Spectrum Manager Lease Agreement with
Open Range Communications, Inc.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
Amendment #4 to Facility Agreement dated December 22, 2010
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| GLOBALSTAR, INC. | |||
|
|
/s/ Dirk J. Wild | ||
| Dirk J. Wild | |||
|
Senior
Vice President and
Chief Financial Officer
|
|||
Date: January
7, 2011
Exhibit
10.1
AMENDMENT
LETTER NO.4
Globalstar,
Inc.
461 South
Milpitas Blvd.
Milpitas
CA
95035
United
States of America
Attention:
James Monroe III
22 December
2010
Facility
Agreement dated 5 June 2009 between Globalstar, Inc. as the Borrower, BNP
Paribas, Société Générale, Natixis, Crédit Agricole Corporate and Investment
Bank and Crédit Industriel et Commercial as the Mandated Lead Arrangers, BNP
Paribas as the Security Agent and the COFACE Agent and the banks and financial
institutions listed in Schedule 1 thereto as the Original Lenders as amended
pursuant to an Amendment Letter No. 1 dated 29 June 2009, Amendment Letter No. 2
dated 9 April 2010 and Amendment Letter No. 3 dated 28 October 2010 (the
“Facility Agreement”).
|
1.
|
Introduction
|
|
|
(a)
|
We
refer to the Facility Agreement.
|
|
|
(b)
|
Terms
and expressions defined in the Facility Agreement shall, unless the
context otherwise requires, have the same meaning when used in this
letter.
|
|
|
(c)
|
We
write to you in our capacity as COFACE Agent under the Facility
Agreement.
|
|
2.
|
Amendments
|
With
effect from the execution of this letter by all parties to it, the Facility
Agreement shall be amended as follows:
|
2.1
|
The
definition of “First
Repayment Date” in Clause 1.1 (Definitions) of the
Facility Agreement shall be deleted in its entirety and replaced by the
following definition:
|
““First Repayment
Date” means the date
that is six (6) Months after the earlier of:
|
|
(a)
|
the
date that is two (2) Months after the last Launch;
or
|
|
|
(b)
|
15 December
2011.”
|
|
2.2
|
Clause
20.3 (Adjusted
Consolidated EBITDA) of the Facility Agreement shall be amended by
deleting the table and replacing it with the table
below:
|
“
|
Column 1
- Relevant Period
|
Column 2
– Amount
|
|
Relevant
Period commencing on 1 January 2009 and expiring 31 December
2009.
|
(US$25,000,000)
|
|
Relevant
Period commencing on 1 July 2009 and expiring 30 June
2010.
|
(US$21,000,000)
|
|
Relevant
Period commencing on 1 January 2010 and expiring 31 December
2010.
|
(US$15,000,000)
|
|
Relevant
Period commencing on 1 July 2010 and expiring 30 June
2011.
|
(US$15,000,000)
|
|
Relevant
Period commencing on 1 January 2011 and expiring 31 December
2011.
|
US$2,500,000
|
|
Relevant
Period commencing on 1 July 2011 and expiring 30 June
2012.
|
US$17,500,000
|
|
Relevant
Period commencing on 1 January 2012 and expiring 31 December
2012.
|
US$55,000,000
|
|
Relevant
Period commencing on 1 July 2012 and expiring 30 June
2013.
|
US$65,000,000
|
|
Relevant
Period commencing on 1 January 2013 and expiring 31 December
2013.
|
US$78,000,000
|
”
|
2.3
|
Clause
20.4 (Debt Service
Coverage
Ratio) of the Facility Agreement shall be amended by deleting the
table and replacing it with the table
below:
|
“
|
Column 1
- Relevant Period
|
Column 2
– Ratio
|
|
To
the extent that the First Repayment Date falls in 2011, Relevant Period
commencing on 1 January 2011 and expiring 31 December
2011.
|
1.00:1
|
|
Relevant
Period commencing on 1 July 2011 and expiring 30 June
2012.
|
1.00:1
|
|
Relevant
Period commencing on 1 January 2012 and expiring 31 December
2012.
|
1.00:1
|
|
Column 1
- Relevant Period
|
Column 2
– Ratio
|
|
Relevant
Period commencing on 1 July 2012 and expiring 30 June
2013.
|
1.05:1
|
|
Relevant
Period commencing on 1 January 2013 and expiring 31 December
2013.
|
1.10:1
|
|
Relevant
Period commencing on 1 July 2013 and expiring 30 June
2014.
|
1.15:1
|
|
Relevant
Period commencing on 1 January 2014 and expiring 31 December
2014.
|
1.20:1
|
|
Relevant
Period commencing on 1 July 2014 and expiring 30 June
2015.
|
1.25:1
|
|
Relevant
Period commencing on 1 January 2015 and expiring 31 December
2015.
|
1.30:1
|
|
Relevant
Period commencing on 1 July 2015 and expiring 30 June
2016.
|
1.40:1
|
|
Relevant
Period commencing on 1 January 2016 and expiring 31 December
2016.
|
1.50:1
|
|
Relevant
Period commencing on 1 July 2016 and expiring 30 June
2017.
|
1.50:1
|
|
Relevant
Period commencing on 1 January 2017 and expiring 31 December
2017.
|
1.50:1
|
|
Relevant
Period commencing on 1 July 2017 and expiring 30 June
2018.
|
1.50:1
|
|
Relevant
Period commencing on 1 January 2018 and expiring 31 December
2018.
|
1.50:1
|
|
Relevant
Period commencing on 1 July 2018 and expiring 30 June
2019.
|
1.50:1
|
|
Relevant
Period commencing on 1 January 2019 and expiring
31 December 2019.
|
1.50:1
|
”
|
2.4
|
Clause
23.17 (Failure to Bring
Satellites in Service) of the Facility Agreement shall be deleted
in its entirety and replaced by the following
Clause:
|
“The Borrower has failed to
achieve:
|
|
(a)
|
Individual
In-Orbit Acceptance with respect to six (6) Satellites delivered under the
Satellite Construction Contract by 30 March 2011;
or
|
|
|
(b)
|
Individual
In-Orbit Acceptance with respect to eighteen (18) Satellites delivered
under the Satellite Construction Contract by 01 January 2012;
or
|
|
(c)
|
Final
In-Orbit Acceptance by 1 September
2012.”
|
|
3.
|
Reservation
of Rights
|
Nothing
in this letter shall constitute or be deemed to constitute a waiver of the
rights of any Finance Party under any of the Finance Documents or any amendment
of the Finance Documents except as expressly set forth in Clause 2 (Amendments)
above.
|
4.
|
Terms
Incorporated
|
The
provisions of the following clauses of the Facility Agreement are incorporated
into this letter, mutatis
mutandis, as if set out in this letter with references to “this Agreement” being
construed as references to this letter: Clause 35 (Partial Invalidity), Clause
38 (Counterparts),
Clause 39 (Governing
Law) and Clause 40 (Enforcement).
|
5.
|
Finance
Document
|
This
letter shall constitute a Finance Document.
|
6.
|
Confirmation
|
Each
Obligor confirms in favour of the COFACE Agent that:
|
|
(a)
|
it
hereby agrees to the terms and conditions of this letter;
and
|
|
|
(b)
|
notwithstanding
this letter, each Finance Document to which it is a party remains in full
force and effect and the rights, duties and obligations of each Obligor
are not released, discharged or otherwise impaired by this
letter.
|
|
7.
|
Third
Parties Rights
|
A person
who is not a party to this letter has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms.
We should
be grateful if you would sign and return to us the enclosed copy of this letter
by way of your acknowledgement and acceptance of the contents of this
letter.
Yours
faithfully,
/s/ Jean
Philipe Poirier
For and
on behalf of
BNP
Paribas
as the
COFACE Agent
|
/s/
Jean Phillipe Poirier
……………………………………
BNP
Paribas
as
Lender
|
/s/ Olivier
Royer
……………………………………
Société
Générale
as
Lender
|
|
/s/
Florence Bessis
/s/
Nelly Serkisian
……………………………………
Natixis
as
Lender
|
/s/
Didier Laffon
/s/
Frédéric Bambuck
……………………………………
Crédit
Agricole Corporate and Investment Bank
as
Lender
|
|
/s/
Michêle Patri
/s/
Jaques-Philippe Menville
……………………………………
Crédit
Industriel et Commercial
as
Lender
|
|
Acknowledged
and agreed
For
and on behalf of
Globalstar,
Inc.
as
Borrower
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
Thermo
Funding Company LLC
as
Obligor
/s/
James Monroe III
By: James
Monroe III
Title:
Manager
Date:
22 December 2010
|
|
Acknowledged
and agreed
For
and on behalf of
GSSI,
LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
Security Services, LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
C, LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
USA, LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
Leasing LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
Spot
LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
|
Acknowledged
and agreed
For
and on behalf of
ATSS
Canada, Inc.
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
Brazil Holdings, L.P.
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
|
Acknowledged
and agreed
For
and on behalf of
GCL
Licensee LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
Acknowledged
and agreed
For
and on behalf of
GUSA
Licensee LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|
|
Acknowledged
and agreed
For
and on behalf of
Globalstar
Licensee LLC
as
Subsidiary Guarantor
/s/
James Monroe III
By: James
Monroe III
Title:
Chairman
Date:
22 December 2010
|