FIRST LIEN PLEDGE AND SECURITY AGREEMENT by WORLDSPACE, INC., GUARANTORS as Pledgors and THE BANK OF NEW YORK, as Collateral AgentSecurity Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York
This SECURITY AGREEMENT dated as of June 1, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by WORLDSPACE, INC., a Delaware corporation (“WorldSpace”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (WorldSpace, together with the Guarantors, and together with any successors, the “Pledgors,” and each, a “Pledgor”), in favor of THE BANK OF NEW YORK, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
Page ARTICLE I GUARANTY Section 1.01 The Guaranty 1 Section 1.02 Guaranty Absolute 2 Section 1.03 Payments 4 Section 1.04 Discharge; Reinstatement in Certain Circumstances 4 Section 1.05 Waiver by the Guarantors 5 Section 1.06 Agreement to Pay;...Guaranty • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York
GUARANTY dated as of June 1, 2007 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among WorldSpace Systems Corporation, a Delaware corporation, AfriSpace, Inc., a Maryland corporation, Asia Space Limited, a company incorporated under the laws of Australia and WorldSpace Satellite Company, a company incorporated under the laws of the British Virgin Islands (the “Guarantors”), and The Bank of New York (“Bank of New York”), as Collateral Agent for the benefit of the Holders referred to herein.
INTERCREDITOR AGREEMENT dated as of June 1, 2007 among WORLDSPACE, INC., as the Borrower and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE BANK OF NEW YORK as First Lien Collateral Agent, and THE BANK OF NEW YORK as Second Lien Collateral AgentIntercreditor Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York
This INTERCREDITOR AGREEMENT is dated as of June 1, 2007, and entered into by and among WORLDSPACE, INC., a Delaware corporation (the “Borrower”), the Guarantor Subsidiaries, THE BANK OF NEW YORK, in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and THE BANK OF NEW YORK, in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York
FORM OF AMENDMENT, REDEMPTION AND EXCHANGE AGREEMENTRedemption and Exchange Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York
AMENDMENT, REDEMPTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June 1, 2007, by and among Worldspace, Inc., a Delaware corporation (the “Company”), each of the Company’s subsidiaries listed on Exhibit A attached hereto, each of which shall guarantee the Notes (as defined below) (the “Guarantors”) and the investor specified on the signature pages hereto (the “Investor”).
