*Pages 1--7 from Microsoft Word - 36394* - 1 - ASSUMPTION AGREEMENT THIS AGREEMENT (“ Agreement”) is entered into as of this 23 rd day of February, 2004, by and among (i) New Operating Globalstar LLC, a Delaware limited liability company and the purchaser of the Assets of Globalstar, L. P. (“ GLP”) as described herein (“ New Globalstar”); (ii) Globalstar USA, LLC, a Delaware limited liability company and an indirect, wholly- owned subsidiary of New Globalstar (“ GUSA”); (iii) Globalstar Corporation, a Delaware corporation and the sole member of GUSA; (iv) Thermo Capital Partners, L. L. C., a Colorado limited liability company, on behalf of itself and its affiliates, Thermo Satellite LP, Thermo Investments L. P. and Thermo Development, Inc. (“ Thermo” or “Buyer”); (v) the United States Department of Defense (“ DoD”); (vi) the United States Department of Justice (“ DoJ”); and (vii) the Federal Bureau of Investigation (“ FBI”). New Globalstar, GUSA and Globalstar Corporation are collectively referred to herein as the “Globalstar Entities.” The DoD, DoJ and FBI are collectively referred to herein as the “Government Entities.” The Globalstar Entities, the Buyer and the Government Entities are collectively referred to herein as the “Parties.” WHEREAS, pursuant to an Amendment and Non- objection Agreement entered into as of August 8, 2002, by and among the Government Entities, Globalstar, L. P. (“ GLP”), GUSA and Globalstar Corporation (the “Prior Globalstar Entities”) and Vodafone Group Plc and Vodafone Americas, Inc. (the “Vodafone Entities”), the Prior Globalstar Entities succeeded to the rights and responsibilities of the Vodafone Entities under (1) the Globalstar Agreement (“ Globalstar Agreement”) entered into on June 18, 1999 between the Government Entities and the Vodafone entities; (2) the Transition Agreement (the “GUSA Transition Agreement”) entered into on December 1, 1999 between the Government Entities, GUSA and Vodafone Group Plc, and (3) the Globalstar USA, Inc. Implementation Plan (the “GUSA Implementation Plan”) dated December 1, 1999, but effective on January 18, 2000, and entered into between the Government Entities, GUSA and Vodafone Group Plc (collectively the “Globalstar Agreements”); and WHEREAS, the lawful Electronic Surveillance capabilities contemplated by the Globalstar Agreements have been implemented and are functioning properly for all GLP Domestic Telecommunication provided by GUSA; and WHEREAS, on December 2, 2003, the U. S. Bankruptcy Court for the District of Delaware entered an order approving the sale (the “Sale”) of substantially all of GLP’s assets (the “Assets”) to the Buyer pursuant to Section 363 of the U. S. Bankruptcy Code; and WHEREAS, among the Assets are all of the shares of Globalstar Corporation and its membership interest in GUSA; and WHEREAS, on December 5, 2003, GLP, the Buyer and the Official Committee 1 - 2 - of Creditors of GLP entered into an Asset Contribution Agreement (“ ACA”) and associated agreements implementing the Sale; and WHEREAS, at the ACA’s Contribution Date of December 5, 2003, GLP contributed the Assets to New Globalstar in which GLP holds a 92.4 percent membership interest; and WHEREAS, at the ACA’s Interest Acquisition Date, which will occur following the Federal Communications Commission’s (“ FCC”) consent to the assignment and transfer of certain FCC licenses necessary for operation of the Globalstar Entities’ satellite telecommunications system (the “Globalstar System”), the Buyer will own 81.25 percent of the membership shares of New Globalstar and will control the licenses for the Globalstar System within the meaning of the Communications Act of 1934, as amended, and the regulations adopted thereunder; and WHEREAS, New Globalstar and the Buyer desire to secure the consent of the Government Entities to the assumption by the Buyer of responsibility to operate and maintain lawful Electronic Surveillance capability and to protect from unauthorized disclosure the contents of Wire or Electronic Communications pursuant to the Globalstar Agreements. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, and intending to be legally bound, the Parties agree as follows: 1. Assumption of Rights and Obligations. By execution of this Agreement, the Buyer and the Globalstar Entities, jointly and severally, become successors in interest to the Prior Globalstar Entities under the Globalstar Agreements, and shall, on behalf of themselves, their parent and subsidiary companies, and any affiliated company they Control, assume all the rights and obligations of the Prior Globalstar Entities, abide by all terms and conditions of each of the Globalstar Agreements, and ensure the continued faithful execution of the Globalstar Agreements by GUSA and any successor- in- interest to GUSA. 2. Non- Objection. Following execution of this Agreement, Thermo shall provide a fully executed copy of this Agreement to the FCC which shall serve as notice to the FCC that none of the Government Entities objects to consummation of the Sale of GLP’s Assets. For the avoidance of doubt, the non- objection applies only to the subject matter of the Globalstar Agreements and does not apply to any other matter, such as a Hart-Scott- Rodino review, within the jurisdiction of any of the Government Entities. 2 - 3 - 3. Effective Date of Buyer’s Rights and Obligations. This Agreement will become effective, as to the Buyer, upon the occurrence of the Interest Acquisition Date pursuant to the terms and conditions of the ACA. 4. Miscellaneous. 4.1. Definitions. Unless expressly defined otherwise herein, capitalized terms used in this Agreement shall have the meaning ascribed to them in the Globalstar Agreement, GUSA Transition Agreement, GUSA Implementation Plan, or Amendment and Non- objection Agreement, as applicable. 4.2. Right to Make and Perform Agreement. The Buyer and the Globalstar Entities, jointly and severally, represent that they have and shall continue to have throughout the term of this Agreement the full right to enter into this Agreement and perform its obligations hereunder and that this Agreement is a legal, valid, and binding obligation of the Buyer and the Globalstar Entities enforceable in accordance with its terms. 4.3. Forum Selection. A civil action for judicial relief with respect to any dispute or matter whatsoever arising under, in connection with, or incident to this Agreement shall be brought, if at all, in the United States District Court for the District of Columbia. 4.4. Severability. The provisions of this Agreement shall be severable and if any provision of this Agreement or its application under any circumstance is held to be unenforceable by a U. S. court of competent jurisdiction, then the invalidity of such specific provision shall not be held to invalidate any other provision herein or the application of any provision herein and such other provision shall remain in force and effect. 4.5. Assignment; Binding Effect. No party hereto may assign any right, remedy, obligation or liability arising hereunder without the prior written consent of the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 4.6. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (with receipt confirmed), the next business day if sent by overnight mail or on the third business day after posting thereof by certified United States mail, return receipt requested, prepaid and addressed as follows (or at such other addresses as the Parties may designate by notice in the manner aforesaid): 3 - 4 - If to the Government Entities: Department of Justice Department of Defense Assistant Attorney General General Counsel Criminal Division 1600 Defense Pentagon Main Justice Washington, DC 20301 950 Pennsylvania Avenue, N. W. Washington, DC 20530 Federal Bureau of Investigation Assistant Director National Security Division 935 Pennsylvania Avenue, N. W. Washington, DC 20535 If to the Globalstar Entities and New Globalstar: Globalstar, L. P. Globalstar USA, LLC 3100 Zanker Road 3110 Zanker Road San Jose, California 95134 San Jose, California 95134 Attn: William F. Adler, Esq. Attn: Mary Beth Mayo, Esq. Fax No.: (408) 933- 4950 Fax No. (408) 933-____ Globalstar Corporation New Operating Globalstar LLC 3110 Zanker Road 3110 Zanker Road San Jose, California 95134 San Jose, CA 95134 Attn: William F. Adler, Esq. Attn: William F. Adler, Esq. Fax No. (408) 933- 4950 Fax No. (408) 933- 4950 If to Thermo: Thermo Capital Partners, L. L. C. 644 Governor Nichols Street New Orleans, LA 70116 Attn: James Monroe III Fax No.: (504)- 585- 1393 With a copy to: Thomas Gutierrez Lukas Nace Gutierrez & Sachs, Chartered 1111 - 19 th Street, N. W. Washington, DC 20036 Fax: (202) 857- 5747 4 - 5 - 4.7. No Waiver. The waiver by any party hereto of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. No single or partial exercise of any right, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 4.8. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. 4.9. Modification. If at any time either the DoJ, FBI or DoD determines, in its sole discretion, that the Globalstar Agreements are inadequate to address national security, law enforcement or public safety concerns, the Globalstar Entities and the Buyer shall negotiate promptly and in good faith modifications to the Globalstar Agreements that adequately address those concerns. In the event that the Parties are unable to agree on such modifications, the DoJ, FBI or DoD reserves the right to request that the FCC further modify, condition, revoke, cancel or render null and void any license, permit, or other authorization granted by the FCC to the Buyer or any of the Globalstar Entities, or to seek any other appropriate relief. 4.10. Amendments. This Agreement may be amended only in a written document signed by all of the Parties. 4.11. Construction. This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted. 4.12. Entire Agreement. This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior oral and written agreements and understandings among the Parties hereto with respect to the subject matter hereof. 5 - 6 - IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. Thermo Capital Partners, L. L. C. __________________________________________ (Signature) __________________________________________ (Printed name) __________________________________________ (Title) Globalstar USA, LLC __________________________________________ (Signature) __________________________________________ (Printed name) __________________________________________ (Title) Globalstar Corporation __________________________________________ (Signature) __________________________________________ (Printed name) __________________________________________ (Title) New Operating Globalstar LLC __________________________________________ (Signature) __________________________________________ (Printed name) __________________________________________ 6 - 7 - (Title) United States Department of Defense __________________________________________ (Signature) __________________________________________ (Printed name) __________________________________________ (Title) United States Department of Justice /s/ JOHN G. MALCOLM_____________________ (Signature) John G. Malcolm______________________ _____ (Printed name) Deputy Assistant Attorney General _ ________ (Title) Federal Bureau of Investigation /s/ PATRICK W. KELLEY (Signature) Patrick W. Kelley ______ (Printed name) Deputy General Counsel (Title) 7