Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. (a) The Issuers may not, and may not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition, as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% of the consideration thereof received by Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a).

Asset Dispositions. (a) The Issuers may notUntil the Discharge of Revolving Loan Obligations has occurred, each of the First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, and may the Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, agrees that, in the event of any Insolvency Proceeding, the Term Loan Secured Parties will not permit object or oppose (or support any Restricted Subsidiary toPerson in objecting or opposing) a motion for any Disposition of any Revolving Loan Priority Collateral free and clear of the Liens of each of the Term Loan Agents and the other Term Loan Secured Parties or other claims under Sections 363, directly 365 or indirectly1129 of the Bankruptcy Code (provided that the foregoing shall not affect the respective rights of any Secured Party to vote on a reorganization plan filed in an Insolvency Proceeding or to file an objection to such reorganization plan based on such reorganization plan’s or any Grantor’s non-compliance with the confirmation standards set forth in Section 1129 of the Bankruptcy Code), make or any Asset comparable provision of any Bankruptcy Law (and including any motion for bid procedures or other procedures related to the Disposition unless: (i) Globalstar, Globalstar Capital or such Restricted Subsidiary, as that is the case may be, receives consideration at the time subject of such Asset motion), and shall be deemed to have consented to any such Disposition at least equal to the fair market value (including as to the value of all non-cash considerationany Revolving Loan Priority Collateral under Section 363(f) of the shares Bankruptcy Code that has been consented to by the Revolving Loan Agent, provided, that, the Proceeds of such Disposition of any Collateral to be applied to the Revolving Loan Obligations or the Term Loan Obligations are applied in accordance with Sections 4.1 and 4.2, so long as the interests of the Term Loan Secured Parties in the Collateral (and any post-petition assets subject to such Asset Dispositionadequate protection liens, as determined by the General Partners' Committee of Globalstar if any, in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% favor of the consideration thereof received by Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, consists of (aTerm Loan Agents) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, attach to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing FacilityProceeds thereof, subject to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent terms of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a)Agreement.

Asset Dispositions. Within three (3) Business Days after the date of receipt of Net Cash Proceeds of any Asset Disposition by the Borrower or any of its Restricted Subsidiaries (other than (x) any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) The Issuers may notthrough (e), clause (h) and may clauses (k) through (q) of Section 10.5, (y) any remaining Net Cash Proceeds of the sale of the Borrower’s interiors business that have not permit any Restricted Subsidiary to, directly or indirectly, make been applied to prepay the Initial Term Loans (as defined in the Original Credit Agreement) prior to the Restatement Effective Date and (z) any Asset Disposition unless: resulting in Net Cash Proceeds (i1) Globalstarnot exceeding $10,000,000 for such Asset Disposition and (2) not exceeding $25,000,000 when taken together with the Net Cash Proceeds of all other Asset Dispositions during any Fiscal Year not applied to prepay outstanding Term Loans pursuant to this Section 5.4(c)(iii)(z)), Globalstar Capital the Borrower shall apply the applicable Asset Disposition Percentage of the aggregate Net Cash Proceeds received in respect of such Asset Disposition (the “Subject Proceeds”) to prepay outstanding Term Loans in the manner set forth in clause (v) below; provided that, if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required (pursuant to the terms of the documentation governing other Indebtedness) to apply the Subject Proceeds to repay or repurchase any such other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with the Obligations (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the Borrower or any such Restricted Subsidiary, as applicable, may apply the case may be, receives consideration at the time of such Asset Disposition at least equal Subject Proceeds on a pro rata basis to the fair market value (including as prepayment of the Term Loans and to the value of all non-cash consideration) repurchase or repayment of the shares Other Applicable Indebtedness (with pro rata being determined on the basis of the aggregate outstanding principal amount of the Term Loans and assets the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with more than de minimis original issue discount) at such time); it being understood that (1) subject to such Asset Dispositionthe foregoing, as determined by the General Partners' Committee portion of Globalstar the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in good faith and evidenced by a resolution filed accordance with the Trustee; (iiterms hereof) at least 80% of the consideration thereof received by Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii2) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent the holders of the Other Applicable Indebtedness decline to have such agreement Indebtedness prepaid or facility would require such application or prohibit payments pursuant to repurchased, the following clause declined amount shall promptly (B), and in any event within three (B3) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to Business Days after the date of purchase thereon and, such rejection) be applied to prepay the extent required by Term Loans in accordance with the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenturehereof. Notwithstanding the foregoing, these provisions (A) so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 5.4(c)(iii) to the extent that such Net Cash Proceeds are reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds (or, if such Credit Party or such Restricted Subsidiary has contractually committed within twelve (12) months after receipt of such Net Cash Proceeds to so reinvest such Net Cash Proceeds, then within eighteen (18) months after receipt of such Net Cash Proceeds) by such Credit Party or such Restricted Subsidiary (it being agreed that any portion of such Net Cash Proceeds not apply actually reinvested within such twelve (12) month period (or, if applicable, eighteen (18) month period) shall be prepaid in accordance with this Section 5.4(c)(iii) on or before the last day of such twelve (12) month period (or, if applicable, eighteen (18) month period)) and (B) no such prepayment shall be required in respect of Net Cash Proceeds attributable to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant ABL Priority Collateral to Section 5.1(a)the extent the Borrower applies such Net Cash Proceeds to prepay Indebtedness under the ABL Facility.

Asset Dispositions. (a) The Issuers may not, and may not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition, as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% of the consideration thereof received by Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such 48 41 agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest and Liquidated Damages (if any) to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer Offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a5.01(a).

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Fifteenth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany’s capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Seventeenth Supplemental Indenture. Notwithstanding , and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Twelfth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Fourteenth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Tenth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (au) cash or Marketable Securities or readily marketable cash equivalents, (bv) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (w) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (x) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (y) any Designated Noncash Consideration received pursuant to this clause (y) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (z) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Sixth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("Reinvested Amounts") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "Offer Document") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to Clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Eleventh Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may not, and may not permit any Restricted Subsidiary to, directly or indirectly, None of the Group Companies will make any Asset Disposition unless: unless (i) Globalstar, Globalstar Capital the Company or such Restricted Subsidiaryany Subsidiary of the Company, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to or Equity Interests issued or sold or otherwise disposed of, (ii) such Asset Disposition, as fair market value is determined by the General Partners' Committee Company and, if in excess of Globalstar in good faith $5,000,000, its Board of Directors and evidenced by a resolution filed of the Board of Directors set forth in a certificate of a Responsible Officer delivered to the Administrative Agent and (iii) at least seventy-five percent (75%) of the consideration therefore received by the Company or such Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of clause (iii) immediately above, each of the following shall be deemed to be cash: (i) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet) of the Company or any such Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Subordinated Notes or any guarantees related thereto) that are assumed by the transferee of any such assets and, in the case of liabilities other than Limited Recourse Indebtedness, where the Company and all such Subsidiaries are released from any further liability in connection therewith; and (ii) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are within 180 days of receipt thereof converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion). For purposes of clause (iii) above, any liabilities of the Company or any such Subsidiary that are not assumed by the transferee of such assets in respect of which the Company and all such Subsidiaries are not released from any future liabilities in connection therewith shall not be considered consideration. Within 365 days after the receipt of any Net Cash Proceeds from an Asset Disposition, the Company may apply such Net Cash Proceeds at its option: (i) to repay Senior Indebtedness and, if the Senior Indebtedness repaid is revolving credit Indebtedness, correspondingly to reduce commitments with the Trusteerespect thereto; (ii) at least 80% to effect a Permitted Business Acquisition; (iii) to acquire other assets, including investments in property, or to make capital expenditures, that, in either case, are used or useful in a business permitted by Section 7.03; or (iv) any combination of the consideration thereof received by Globalstarforegoing. Pending the final application of any such Net Cash Proceeds, Globalstar Capital the Company may temporarily reduce revolving credit borrowings or otherwise invest such Restricted SubsidiaryNet Cash Proceeds in any manner that is not prohibited hereunder. Any Net Cash Proceeds from Asset Dispositions that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Borrowers will apply to total amount of all Excess Proceeds to prepay the Term Loans in accordance with Section 2.08(b)(ii). Upon completion of each such prepayment of the Term Loans, the amount of Excess Proceeds shall be reset at zero. Upon consummation of an Asset Disposition permitted under this Section 7.05, the Lien created thereon under the Collateral Documents (but not the Lien on any proceeds thereof) shall be automatically released, and the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Company, upon the Company’s request and at the Company’s expense, such documentation as is reasonably necessary to evidence the case may berelease of the Collateral Agent’s security interests, consists if any, in the assets being disposed of, including amendments or terminations of (a) cash or Marketable Securities or (b) Uniform Commercial Code Financing Statements, if any, the assumption return of Debt (other than Subordinated Obligations) of Globalstarstock certificates, Globalstar Capital or such Restricted Subsidiary if any, and the release of the Issuers and the Restricted Subsidiaries, as applicable, any Subsidiary being disposed of in its entirety from all liability on the Debt assumed; and (iii) all Net Available Proceedsof its obligations, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12if any, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a)Term Loan Documents.

Asset Dispositions. (a) The Issuers may not, and may not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition, as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% of the consideration thereof received by Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with 48 42 Section 4.12, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest and Liquidated Damages (if any) to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer Offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a5.01(a).

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Eighth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Ninth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may not, and may not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition, as determined by the General Partners' Committee of Globalstar in good faith and evidenced by a resolution filed with the Trustee; (ii) at least 80% of the consideration thereof received by Globalstar, Globalstar Capital or such Restricted 45 39 Subsidiary, as the case may be, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest and Liquidated Damages (if any) to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer Offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a5.01(a).

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (au) cash or Marketable Securities or readily marketable cash equivalents, (bv) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Seven-Year Notes) and release from all liability on such Debt or other liabilities assumed, (w) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (x) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (y) any Designated Noncash Consideration received pursuant to this clause (y) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (z) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash 3 4 equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to Debt of the permanent repayment Company or reduction of Debt its Restricted Subsidiaries then outstanding under any the Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility which would require such application or which would prohibit payments pursuant to the following clause Clause (B), ) following; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in Clause (A), to make purchases on a pro rata basis of Outstanding Senior Notes of each issue pursuant to an Offer to Purchase outstanding Securities (to the extent such an offer is not prohibited by the terms of the Bank Agreement then in effect) at a purchase price equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (subject to the extent required by rights of Holders of record on the terms thereof, any other Debt of Globalstar, Globalstar Capital relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest prior to the date of purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall Indenture and provided further that the 75% limitation referred to in clause (ii) above will not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in Clause (iii) of the preceding paragraph (i) if the Net Available Proceeds less any amounts ("Reinvested Amounts") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Senior Notes of any series with the Net Available Proceeds pursuant to any of the provisions of paragraph 5(b) of the Senior Notes. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in Clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. The Company shall mail the Offer Document for an Offer to Purchase required pursuant to this subsection 13(a) within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 13(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Seven-Year Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to Clause (iii)(B) of this subsection 13(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Seven-Year Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Seven-Year Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Thirteenth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company's Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors, for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany’s capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Eighteenth Supplemental Indenture. Notwithstanding , and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany’s capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% (or any lesser amount as provided below) of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (aA) cash or Marketable Securities or readily marketable cash equivalents, (bB) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Noncash Consideration received pursuant to this clause (E) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (F) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to the permanent repayment or reduction of Debt of the Company or its Restricted Subsidiaries then outstanding under any Bank the Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility Facility which would require such application or which would prohibit payments pursuant to the following clause (B), ; (B) second, to the extent of remaining Net Available ProceedsProceeds are not required to be applied as specified in clause (A), to make purchases of outstanding Notes and other Debt of the Company that ranks pari passu in right of payment to the Notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, (to the extent required such an offer is not prohibited by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities Credit Facility then in effect) at a purchase price no greater than equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer such Offer to Purchase, to any other use as determined by the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes Company which is not otherwise prohibited by this Indenture. Notwithstanding Sixteenth Supplemental Indenture and provided further that the foregoing, these provisions 75% limitation referred to in clause (ii) above shall not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by the Company’s Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company shall not be required to comply with the provisions described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (“Reinvested Amounts”) are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of the Company or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent the Company elects to redeem the Notes with the Net Available Proceeds pursuant to any of the provisions of subsection (5) of this Section 1.01. Notwithstanding the foregoing, the Company shall not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any Offer to Purchase pursuant to this subsection 12(a) shall be effected by the sending of the written terms and conditions thereof (the “Offer Document”) by the Company, by first class mail, to Holders of the Notes within 30 days after the date which constitutes a transfer, conveyance, sale, lease is one year after the later of the date of consummation of the Asset Disposition referred to in this subsection 12(a) or other disposition the receipt of the Net Available Proceeds from such Asset Disposition. The aggregate principal amount of the Notes to be offered to be purchased pursuant to the Offer to Purchase shall equal the Net Available Proceeds required to be made available therefor pursuant to clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest integral multiple of $1,000). Each Holder shall be entitled to tender all or substantially all any portion of Globalstar's properties or assets the Notes owned by such Holder pursuant to Section 5.1(a)the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition in one or more transactions in any fiscal year unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors and evidenced by a resolution filed with the Trustee; Board Resolution, and (ii) at least 80100% of the consideration thereof Net Available Proceeds from such disposition (including from the sale of any Cash Equivalents received therein) are applied by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstar, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, from all liability on the Debt assumed; and (iii) all Net Available Proceeds, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, are applied within 180 days of such disposition (A) first, either (I) within 270 days of such disposition, to the permanent repayment or reduction of Senior Debt then outstanding under any Bank Credit Agreement agreements or Vendor Financing Facility, to the extent such agreement or facility instruments which would require such application or which would prohibit payments pursuant to the following clause Clause (B) of this sentence or (II) within 60 days before or 270 days after such disposition, to reinvest in assets that will be used in a Permitted Business (provided, however, that such application will not be required to be made pursuant to this Clause (A) until the -77- cumulative Net Available Proceeds (less any Net Available Proceeds applied pursuant to this Section 1014(a), ) (such difference being the "Excess Proceeds") exceed $5 million); (B) second, to the extent of remaining Net Available Proceedsthe Excess Proceeds exceeds $5 million, to make purchases of Outstanding Securities pursuant to an Offer to Purchase outstanding Securities (to the extent such an Offer is not prohibited by the terms of any Senior Debt then outstanding) at a purchase price equal to 100% of their principal amount plus accrued and unpaid interest to the date Purchase Date (provided, however, that installments of purchase thereon and, interest whose Stated Maturity is on or prior to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest Purchase Date will be payable to the date Holders of purchase such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307) and (C) third, if and only if an Offer to Purchase has been made as described in Clause B above, and to the extent of any remaining Net Available Excess Proceeds following the completion of the offer such Offer to PurchasePurchase and after giving effect to Clauses (A) and (B) above, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a)general corporate purposes.

Asset Dispositions. (a) The Issuers may notCompany shall not make, and may shall not permit any Restricted Subsidiary toto make, directly or indirectly, make any Asset Disposition unless: (i) Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Disposition disposition at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and or the assets subject to such Asset Dispositiondisposed of, as determined by the General Partners' Committee of Globalstar in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and evidenced not involving the sale of equipment or other assets specifically contemplated by a resolution filed with the TrusteeCompany's capital expenditure budget previously approved by the Board of Directors; (ii) at least 8075% of the consideration thereof received by Globalstar, Globalstar Capital the Company (or such Restricted Subsidiary, as the case may be, ) consists of (au) cash or Marketable Securities or readily marketable cash equivalents, (bv) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other than Subordinated Obligationsliabilities subordinate in right of payment to the Five-Year Notes) and release from all liability on such Debt or other liabilities assumed, (w) assets used in, or stock or other ownership interests in a Person that upon the consummation of Globalstarsuch Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, Globalstar Capital the business of the Company or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (x) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (y) any Designated Noncash Consideration received pursuant to this clause (y) that is at the release time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the Issuers receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and the Restricted Subsidiarieswithout giving effect to subsequent changes in value), as applicable, from all liability on the Debt assumedor (z) any combination thereof; and (iii) all 100% of the Net Available Proceeds, less Proceeds from such Asset Disposition (including from the sale of any amounts invested within 180 days of such disposition in assets that comply with Section 4.12, marketable cash equivalents received therein) are applied within 180 days of such disposition by the Company or a Restricted Subsidiary (A) first, to within one year from the permanent repayment or reduction later of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a).Asset

Asset Dispositions. (a) The Issuers may not, and may Credit Parties will not permit any Restricted Subsidiary to, directly or indirectly, Consolidated Party to make any Asset Disposition unless: other than an Excluded Asset Disposition and dispositions pursuant to any casualty or condemnation event (iso long as clause (e) Globalstarbelow is satisfied with respect to such event), Globalstar Capital unless (a) at least 75% of the consideration paid in connection therewith shall consist of cash or Cash Equivalents, (b) such Restricted Subsidiarytransaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, as (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to or generated by other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) the case may beaggregate tangible net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall not exceed $25,000,000, receives consideration at and (e) the time Credit Parties shall, within the period of 360 days following the consummation of such Asset Disposition at least equal (with respect to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to any such Asset Disposition, as determined by the General Partners' Committee “Application Period”), apply (or cause to be applied) an amount equal to the Net Cash Proceeds of Globalstar in good faith and evidenced by a resolution filed with the Trustee; such Asset Disposition to (i) make Eligible Reinvestments or (ii) at least 80% prepay the Loans (and Cash Collateralize the LOC Obligations) in accordance with the terms of Section 3.3(b)(iii). Pending final application of the consideration thereof received Net Cash Proceeds of any Asset Disposition in accordance with the terms of Section 3.3(b)(iii), the Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of assets or the sale of Capital Stock of a Consolidated Party permitted by Globalstarthis Section 8.5, Globalstar the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of the Administrative Agent’s security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or such Restricted Subsidiaryterminations of UCC financing statements, as if any, the case may bereturn of stock certificates, consists of (a) cash or Marketable Securities or (b) the assumption of Debt (other than Subordinated Obligations) of Globalstarif any, Globalstar Capital or such Restricted Subsidiary and the release of the Issuers and the Restricted Subsidiaries, as applicable, such Consolidated Party from all liability on the Debt assumed; and (iii) all Net Available Proceedsof its obligations, less any amounts invested within 180 days of such disposition in assets that comply with Section 4.12if any, are applied within 180 days of such disposition (A) first, to the permanent repayment or reduction of Debt then outstanding under any Bank Credit Agreement or Vendor Financing Facility, to the extent such agreement or facility would require such application or prohibit payments pursuant to the following clause (B), (B) second, to the extent of remaining Net Available Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their principal amount plus accrued and unpaid interest to the date of purchase thereon and, to the extent required by the terms thereof, any other Debt of Globalstar, Globalstar Capital or a Restricted Subsidiary that ranks pari passu with the Securities at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase and (C) third, to the extent of any remaining Net Available Proceeds following the completion of the offer to Purchase, to the repayment of other Debt of Globalstar or Debt of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Net Available Proceeds remain after such uses, Globalstar and the Restricted Subsidiaries may use such amounts for any purposes not prohibited by this Indenture. Notwithstanding the foregoing, these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Globalstar's properties or assets pursuant to Section 5.1(a)Credit Documents.