Attachment 2003Globalstar dec 2

2003Globalstar dec 2

LETTER submitted by Carriers

December 22 2003 letter

2003-12-22

This document pretains to SAT-LOA-19970926-00151 for Application to Launch and Operate on a Satellite Space Stations filing.

IBFS_SATLOA1997092600151_1075137

                                        1001 Pennsylvania Avenue, NW, Washington, DC 20004—2595 = p202 624—2500 = f202 628—5116

crowellr«moring
                                                                                                     COPY
  William D. Wallace
  (202) 624—2807
  wwallace@crowell.com



                                              December 22, 2003


  Ms. Marlene H. Dortch
  Secretary
  Federal Communications Commission
  445 Twelfth Street, SW
  Washington, DC 20554

            RE:        File Nos: 183/184/185/186—8AT—P/LA—97; 182—SAT—P/LA—97(64)

                       IBFS Application File Numbers:
                       SAT—LOA—19970926—00151—154
                       SAT—LOA—19970926—00156
                       SAT—AMD—20011103—0154
                       SAT—MOD—20020717—00116—119
                       SAT—MOD—20020717—00107—110
                       SAT—MOD—20020722—00112
                       Call Signs S2320/82321/82322/82323/82324

  Dear Ms. Dortch:

            This letter is written on behalf of Globalstar, L.P. ("GLP"), pursuant to
  Section 1.65 of the Commission‘s Rules (47 C.F.R. § 1.65) to report on a proposed
  change in ownership of the licensee and applicant of the above—referenced call signs
  and applications.

           The Commission granted GLP authority to construct, launch and operate a
  Mobile—Satellite Service ("MSS") system in the 2 GHz frequency bands on July 17,
  2001. The authorized 2 GHz MSS system consisted of one nongeostationary
  satellite constellation (82320) and four geostationary orbit satellites (82321—2322—
  2323—2324). On July 17, 2002, GLP filed applications requesting certain technical
  changes to the system and proposing modification of the implementation milestones
  for the nongeostationary constellation and three of the four geostationary satellites.
  The file numbers for these applications are referenced above.



        1 Globalstar, L.P., DA 01—1634,16 FCC Red 13739 (Int‘l Bur. 2001).




                   Crowell & Moring LLP @ www.crowell.com @ Washington « Irvine » London = Brussels


Ms. Marlene H. Dortch
December 22, 2003
Page 2 of 3
                                                           crowell         "moring

      On January 29, 2003, the International Bureau adopted a Memorandum
Opinion and Order, in which it denied GLP‘s request for modification of the
implementation milestones and canceled all GLP‘s 2 GHz MSS licenses.2 The
Bureau determined that, since GLP‘s satellite construction contract with Space
Systems/Loral, Inc., reflected the proposed milestones rather than the milestones in
GLP‘s 2001 authorization, the contract could not be deemed to meet the
requirement that GLP enter into a satellite construction contract within one year of
receiving its authorization. GLP‘s Emergency Application for Review and Request
for Stay of that decision are pending before the Commission.

       GLP has been operating as a debtor—in—possession since it filed for Chapter 11
reorganization in the U.S. Bankruptcy Court in Delaware on February 15, 2002. At
a hearing on November 20, 2003, the Bankruptcy Court approved the Section 363
asset sale process under which substantially all GLP‘s assets will be transferred to
New Operating Globalstar LLC (NGLLC"), which will ultimately be owned by
affiliates of Thermo Capital Partners, L.L.C. ("Thermo") and the unsecured
creditors of GLP.

      The Asset Contribution Agreement among the parties calls for two
transactions, a "Contribution" transaction and, following the satisfaction of certain
conditions, including regulatory approvals for transfer of FCC licenses, an "Interest
Acquisition" transaction. On December 5, 2003, GLP contributed its hard assets,
not including interests in FCC licenses and authorizations, to Globalstar Holdings
LLC ("Globalstar Holdings") in exchange for 98.4 percent of the membership
interests in that company. Globalstar Holdings, in turn, transferred the GLP assets
plus $0.5 million to NGLLC in exchange for 91.23 percent of the membership
interests in NGLLC. The executive officers of GLP are also the executive officers of
NGLLC. Thermo contributed cash to Globalstar Holdings and NGLLC and
received, respectively, 6.6 percent and 8.77 percent of the membership interests in
those companies and two seats on the board of directors of NGLLC.

       After all other conditions to closing, including regulatory approvals, have
been satisfied, the Interest Acquisition transaction will occur. At that time, all of
GLP‘s interests in FCC licensees will be transferred to NGLLC, and the parties will
also execute amended and restated limited liability company agreements under
which Thermo will hold, directly and indirectly, 81.25 percent of NGLLC, which will
become the holder of all current FCC licenses related to the Globalstar MSS system.


   2 Globailstar, L.P., DA 03—328, 18 FCC Red 1249 (Int‘l Bur. 2003).


Ms. Marlene H. Dortch
December 22, 20083
Page 3 of 3


The remaining 18.75 percent of NGLLC will be held by GLP for later distribution to
its creditors. Thermo will also contribute a total of $43 million in cash equity for
NGLLC, less cash amounts previously contributed, in order to sustain and grow the
Globalstar business. Affiliates of Thermo will hold 99% of the membership interests
in Globalstar Holdings, and GLP will hold 1%. It is anticipated that, in 2004, GLP
will distribute its membership interests in NGLLC and Globalstar Holdings to the
creditors of GLP, in accordance with the bankruptcey plan for GLP approved by the
Bankruptcy Court. GLP will eventually be dissolved.

      Accordingly, after consummation of the Interest Acquisition transaction,
NGLLC will hold GLP‘s existing interests in FCC licenses associated with the
Globalstar MSS system and will succeed to GLP‘s interests in the 2 GHz MSS
licenses and applications as well. To the extent that GLP holds interests in the 2
GHz MSS licenses and applications, NGLLC will be substituted as the licensee and
applicant. Following the Interest Acquisition transaction, additional information
will be provided as appropriate with respect to the 2 GHz MSS licenses and
applications.

      Should there be any questions regarding this matter, please contact the
undersigned.

                                       Respectfuliy submitted,

                                       GLOBALSTAR, LP.

Of Counsel:                            /f)
                                        /    }QQ@2,J@¢2es—____
William F. Adler                       William D. Wallace                       _
Vice President, Legal and
       Regulatory Affairs
Globalstar, LP.
3200 Zanker Road
San Jose, CA 95134
(408) 983—4401                         Its Attorneys


John T. Scott, III                 J.R. Carbonell
Cellco Partnership                 Carol L. Tacker
d/b/a Verizon Wireless             David G. Richards
1300 I Street, NW., Suite 400—W    Cingular Wireless LLC
Washington, D.C. 20005             5565 Glenridge Connector, Suite 1700
                                   Atlanta, GA 30342




                                  @M\,_)"QQ/O&/’——’H\"--------- —

                                  William D. Wallace



Document Created: 2015-01-30 15:07:43
Document Modified: 2015-01-30 15:07:43

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