AMENDED AND RESTATED GUARANTY dated as of June 13, 2008 among THE GUARANTORS FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK, as Collateral AgentGuaranty • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York
AMENDED AND RESTATED GUARANTY dated as of June 13, 2008 (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.
FIRST AMENDMENT TO FIRST LIEN PLEDGE AND SECURITY AGREEMENTFirst Lien Pledge and Security Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations
This FIRST AMENDMENT TO FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of June 13, 2008 (this “Amendment”), by and among WORLDSPACE, INC., a Delaware corporation (“WorldSpace”), and the Guarantors 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”), and 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”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the First Lien Pledge and Security Agreement, dated as of June 1, 2007 (the “Original First Lien Security Agreement”), by and among the parties hereto.
VOTING AGREEMENTVoting Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York
VOTING AGREEMENT, dated as of June 13, 2008 (this “Agreement”), by and among WorldSpace, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each, a “Stockholder” and collectively, the “Stockholders”).
FORM OF SECURED NOTE] WORLDSPACE, INC. AMENDED AND RESTATED SECURED NOTEWorldSpace, Inc • June 16th, 2008 • Radio broadcasting stations • New York
FOR VALUE RECEIVED, WorldSpace, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [NAME OF BUYER] or registered assigns (“Holder”) the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the Interest Rate (as defined below), from the Amendment Date (as defined below) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, redemption or otherwise (in each case, in accordance with the terms hereof). This Amended and Restated Secured Note (including all Amended and Restated Secured Notes issued in exchange, transfer or replacement hereof, this “Bridge Note”) amends, supplements, modifies and completely restates
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT, dated as of June 13, 2008 (this “Amendment”), by and among WORLDSPACE, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, THE BANK OF NEW YORK, in its capacity as collateral agent for the First Lien Obligations (as defined in the Intercreditor Agreement, dated as of June 1, 2007 (the “Original Intercreditor Agreement”), by and among the parties hereto), 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 in the Original Intercreditor Agreement), 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 the Original Intercreditor Agreement.
FIRST AMENDMENT TO SECOND LIEN PLEDGE AND SECURITY AGREEMENTSecond Lien Pledge and Security Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations
This FIRST AMENDMENT TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of June 13, 2008 (this “Amendment”), by and among WORLDSPACE, INC., a Delaware corporation (“WorldSpace”), and the Guarantors 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”), and 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”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the Second Lien Pledge and Security Agreement, dated as of June 1, 2007 (the “Original Second Lien Security Agreement”), by and among the parties hereto.
FORM OF AMENDED AND RESTATED SECURED CONVERTIBLE NOTE] WORLDSPACE, INC. SECOND AMENDED AND RESTATED SECURED CONVERTIBLE NOTEWorldSpace, Inc • June 16th, 2008 • Radio broadcasting stations • New York
FOR VALUE RECEIVED, WorldSpace, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [NAME OF BUYER] or registered assigns (“Holder”) the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the Interest Rate (as defined below), from the Amendment Date (as defined below) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case, in accordance with the terms hereof). This Amended and Restated Secured Convertible Note (including all Amended and Restated Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Convertible Note”)
FORM OF AMENDMENT AND EXCHANGE AGREEMENTForm of Amendment and Exchange Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York
AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June 13, 2008, 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”).
