0001193125-09-022633 Sample Contracts

AMENDMENT NO. 2
WorldSpace, Inc • February 9th, 2009 • Radio broadcasting stations • New York

This AMENDMENT NO. 2, dated as of February 6, 2009 (this “Amendment”), among WORLDSPACE, INC., a Delaware corporation, as a debtor and a debtor in possession, (“WorldSpace”), AFRISPACE, INC., a Maryland corporation, as a debtor and a debtor in possession (“AfriSpace”), WORLDSPACE SYSTEMS CORPORATION, a Delaware corporation, as a debtor and a debtor in possession (“Systems,” and together with WorldSpace and AfriSpace, the “Borrowers”), CITADEL ENERGY HOLDINGS LLC, a Cayman Islands limited liability company (“Citadel”), HIGHBRIGE INTERNATIONAL LLC, a Cayman Islands limited liability company (“Highbridge”), OZ MASTER FUND, LTD., a Cayman Islands limited liability company (“OZ”), and SILVER OAK CAPITAL LLC, a Delaware limited liability company (“Silver Oak”), amends that certain SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of November 5, 2008 (as amended, modified, supplemented or restated and in effect from time to time, the “DIP Credit Agreement”),

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AMENDMENT NO. 1
WorldSpace, Inc • February 9th, 2009 • Radio broadcasting stations • New York

AMENDMENT NO. 1 to the Senior Secured Super Priority Priming Debtor in Possession Credit Agreement by and among WORLDSPACE, INC., a Delaware corporation, as a debtor and a debtor in possession, AFRISPACE, INC., a Maryland corporation, as a debtor and a debtor in possession, WORLDSPACE SYSTEMS CORPORATION, a Delaware corporation, as a debtor and a debtor in possession (collectively, the “Borrowers”), CITADEL ENERGY HOLDINGS LLC, a Cayman Islands limited liability company, HIGHBRIDGE INTERNATIONAL LLC, a Cayman Islands limited liability company, OZ MASTER FUND, LTD., a Cayman Islands limited liability company, SILVER OAK CAPITAL LLC, a Delaware limited liability company (collectively, the “Lenders”).

BRIDGE AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • February 9th, 2009 • WorldSpace, Inc • Radio broadcasting stations • New York

This BRIDGE AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of January 29, 2009 (this “Amendment” or “Bridge Amendment”), among WORLDSPACE, INC., a Delaware corporation, as a debtor and a debtor in possession, (“WorldSpace”), AFRISPACE, INC., a Maryland corporation, as a debtor and a debtor in possession (“AfriSpace”), WORLDSPACE SYSTEMS CORPORATION, a Delaware corporation, as a debtor and a debtor in possession (“Systems.” and together with WorldSpace and AfriSpace, the “Borrowers”), CITADEL ENERGY HOLDINGS LLC, a Cayman Islands limited liability company (“Citadel”), HIGHBRIDGE INTERNATIONAL LLC, a Cayman Islands limited liability company (“Highbridge”), OZ MASTER FUND, LTD., a Cayman Islands limited liability company (“OZ”), SILVER OAK CAPITAL LLC, a Delaware limited liability company (“Silver Oak”) amends that certain SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of November 5, 2008 ( as previously amended by Amendment No. 1, and a

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