Amendment No. 3, dated as of February 27, 2009



 Exhibit 10.1 
 Execution Version 
 AMENDMENT NO. 3 
 This AMENDMENT NO. 3, dated as of February 27, 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”), HIGHBRIDGE 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
previously amended by Amendment No. 1 dated as of January 6, 2009, Bridge Amendment to Debtor In Possession Credit Agreement dated as of January 29, 2009, and Amendment No. 2 dated as of February 6, 2009, and as may be
amended, modified, supplemented or restated and in effect from time to time, the “DIP Credit Agreement”), among the Borrowers and Citadel, Highbridge, OZ and Silver Oak (collectively, the “Lenders” and individually,
a “Lender”). 
 WITNESSETH 
 WHEREAS, the Borrowers have requested that the Lenders agree to amend certain of the terms and provisions of the DIP Credit Agreement, as specifically set forth in this Amendment;  
 WHEREAS, the Lenders have agreed to modify certain provisions of the DIP Credit Agreement in accordance with the terms hereof; 
 NOW THEREFORE, in consideration of the mutual agreements contained in the DIP Credit Agreement and herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 AGREEMENTS 

 §1. Defined Terms. Terms not otherwise defined herein which are defined in the DIP Credit Agreement shall
have the same respective meanings herein as therein. 
 §2. Amendments to the DIP Credit
Agreement. Subject to the satisfaction of the conditions set forth in Section 3 of this Amendment, the DIP Credit Agreement is hereby amended as follows: 
 (a) Amendment to Section 1.01 (Defined Terms). Section 1.01 of the DIP Credit Agreement is hereby amended by
inserting the following in the definition of “Budget” before the period at the end of the definition: “, as further amended by the Budget attached as Exhibit A to that certain Amendment No. 3 to the Credit Agreement, dated
as of February 27, 2009”. 
 (b) Amendment to Section 1.01 (Defined Terms). Section 1.01 of
the DIP Credit Agreement is hereby amended by deleting the definition of “Maturity Date” contained therein and substituting in lieu thereof the following new definition: 
 “Maturity Date. That date which is the earliest of (a) March 6, 2009, (b) the effective date of the Borrowers’
Reorganization Plan that has been confirmed by an order of the 








 
Bankruptcy Court; and (c) the date on which the Borrowers have consummated, pursuant to Section 363 of the Bankruptcy Code and a final order of the
Bankruptcy Court, a sale or sales of all or substantially all of the Borrowers’ assets.” 
 (c) Amendment to
Section 13.1(n). Section 13.1(n) of the DIP Credit Agreement is hereby amended by replacing the phrase “by February 27, 2009” with the phrase “by March 6, 2009”. 
 (d) Amendment to Budget. The Budget attached as Exhibit A to this Amendment is the amended Budget as agreed by the Borrowers and
the Lenders to supplement the Budget attached to that certain Amendment No. 2 to the DIP Credit Agreement, dated as of February 6, 2009. 
 §3. Conditions to Effectiveness. This Amendment shall become effective upon the Lenders’ receipt (i) of a fully-executed counterpart hereof signed by the Borrowers and each Lender,
and (ii) of a fully-executed counterpart of a Ratification of Guaranty, in the form of Exhibit B to this Amendment, signed by each Guarantor. 
 §4. Representations and Warranties. The Borrowers hereby represent and warrant to the Lenders as follows: 
 (a) Ratification, Etc. Except as expressly amended or waived hereby, the DIP Credit Agreement, the other Loan Documents and
all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The DIP Credit Agreement, together with this Amendment, shall be read and construed as a single
agreement. All references in the Loan Documents to the DIP Credit Agreement or any other Loan Document shall hereafter refer to the DIP Credit Agreement or any other Loan Document as amended hereby. 
 (b) Authority, Etc. The execution and delivery by the Borrowers of this Amendment and the performance by the Borrowers of
all of its agreements and obligations under the DIP Credit Agreement and the other Loan Documents as amended hereby are within the corporate authority of the Borrowers and have been duly authorized by all necessary corporate action on the part of
the Borrowers. 
 (c) Enforceability of Obligations. This Amendment, the DIP Credit Agreement, as amended
hereby, and the other Loan Documents constitute the legal, valid and binding obligation of each of the Borrowers, enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 (d) No Default. Other than with respect to any Default or Event of Default as to which the Debtors have informed the Lenders
in writing prior to the date hereof, no Default or Event of Default has occurred and is continuing. 
 (e) Event
of Default. By its signature below, the Borrowers agree that it shall constitute an Event of Default if any representation or warranty made herein should be false or misleading in any material respect when made. 







 §5. No Other Amendments. Except as expressly provided in this Amendment,
all of the terms and conditions of the DIP Credit Agreement and the other Loan Documents remain in full force and effect. Nothing contained in this Amendment shall in any way prejudice, impair or affect any rights or remedies of any Lender or the
Borrowers under the DIP Credit Agreement or the other Loan Documents. This Amendment shall constitute a Loan Document. 
 §6.
Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one instrument. 
 §7. Expenses. Pursuant to Section 16 of the DIP Credit Agreement, all reasonable, out of pocket fees, costs and expenses
incurred or sustained by the Lenders in connection with this Amendment, including the reasonable fees and disbursements of legal counsel for the Lenders in producing, reproducing and negotiating the Amendment, will be for the account of the
Borrowers whether or not this Amendment is consummated. 
 §8. Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. 
 [Remainder of page intentionally left blank.] 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written. 
  

			
	THE BORROWERS:
	
	WORLDSPACE, INC., as a Debtor and Debtor in Possession
		
	By:	 	 /s/ SRIDHAR GANESAN

	Name:	 	SRIDHAR GANESAN
	Title:	 	CFO
	
	AFRISPACE, INC., as a Debtor and Debtor in Possession
		
	By:	 	 /s/ SRIDHAR GANESAN

	Name:	 	SRIDHAR GANESAN
	Title:	 	CFO
	
	WORLDSPACE SYSTEMS CORPORATION, as a Debtor and Debtor in Possession
		
	By:	 	 /s/ DONALD J. FRICKEL

	Name:	 	DONALD J. FRICKEL
	Title:	 	SECRETARY
	
	THE LENDERS:
	
	CITADEL ENERGY HOLDINGS LLC
	BY: CITADEL LIMITED PARTNERSHIP, ITS MANAGER
		
	By:	 	 /s/ Shawn Fagan

	Name:	 	Shawn Fagan
	Title:	 	Authorized Signatory










			
	HIGHBRIDGE INTERNATIONAL LLC
	BY: HIGHBRIDGE CAPITAL MANAGEMENT, LLC, ITS TRADING MANAGER
		
	By:	 	 /s/ Adam J. Chill

	Name:	 	Adam J. Chill
	Title:	 	Managing Director
	
	OZ MASTER FUND, LTD.,
	OZ MANAGEMENT LP, ITS INVESTMENT MANAGER
	BY: OCH-ZIFF HOLDING CORPORATION, ITS GENERAL PARTNER
		
	By:	 	 /s/ Joel M. Frank

	Name:	 	Joel M. Frank
	Title:	 	Chief Financial Officer
	
	SILVER OAK CAPITAL LLC
		
	By:	 	 /s/ Fred Berger

	Name:	 	Fred Berger
	Title:	 	Manager









 Exhibit A 
 Amended Budget 
 ($ in 000s) 
 1 Week Budget Extension - Week Ending March 6, 2009 
  

				
	 Actuals Through Feb 13:
	  		
		
	 Operating Expenses
	  	$	9,369
	 Cash Professional Fees
	  	 	1,474
		  	 	 
	 Total Cash Disbursements:
	  	$	10,842
	 Accrued Professional Fees
	  	 	2,003
		  	 	 
	 Total DIP Use
	  	$	12,845
		
	 Projected Feb 13 - Feb 28:
	  		
		
	 Operating Expenses
	  	$	655
	 Cash Professional Fees
	  	 	n/a
		  	 	 
	 Total Cash Disbursements:
	  	$	655
	 Accrued Professional Fees
	  	 	150
		  	 	 
	 Total DIP Use
	  	$	805
		
		  	 	 
	 Cumulative DIP Use Through Feb 28
	  	$	13,650
		
	 Budget Extension - Week Ending Mar 6:
	  		
		
	 Operating Expenses
	  	$	638
	 Cash Professional Fees
	  	 	n/a
		  	 	 
	 Total Cash Disbursements:
	  	$	638
	 Accrued Professional Fees (1)
	  	 	100
		  	 	 
	 Total DIP Use
	  	$	738
		
		  	 	 
	 Cumulative DIP Use / Needs Through Mar 6:
	  	$	14,388
		
	 Cash on hand:
	  		
	 Beginning Cash
	  	$	70
	 NRO
	  	 	157
	 Raytheon
	  	 	148
		  	 	 
	 Total Cash on hand
	  	$	375
		
	 Total Cushion Through Mar 6:
	  	$	287

  
 Note: All periods occuring during calendar year 2009. 
  

	(1)	Professional fees schedule through Mar 6: 

  

													
	  	  	Through 2/13	  	2/13 - 2/28	  	Wk of 3/6	  	Total
	 Debtor legal counsel
	  	$	1,838	  	$	88	  	$	50	  	$	1,975
	 Debtor financial advisors
	  	 	475	  	 	25	  	 	25	  	 	525
	 Unsecured creditor counsel/FA
	  	 	950	  	 	25	  	 	20	  	 	995
	 Claims agent/court costs
	  	 	214	  	 	13	  	 	5	  	 	232
		  	 	 	  	 	 	  	 	 	  	 	 
	 Advisors
	  	$	3,477	  	$	150	  	$	100	  	$	3,727








 Exhibit B 
 RATIFICATION OF GUARANTY 
 Each of the undersigned Guarantors, as of February 27, 2009, hereby
(a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms
that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the DIP Credit Agreement; (c) acknowledges and confirms that the
liens and security interests granted pursuant to the Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date
hereof; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against any Lender (or any of its respective directors, officers, employees, attorneys or agents); and (e) acknowledges, affirms and agrees
that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to any Lender. Terms not otherwise
defined herein which are defined in the DIP Credit Agreement shall have the same respective meanings herein as therein. 
  

			
	ASIASPACE LIMITED
		
	By:	 	 /s/ Donald J. Frickel

	Name:	 	Donald J. Frickel
	Title:	 	Attorney-in-Fact
	
	WORLDSPACE SATELLITE COMPANY LTD.
		
	By:	 	 /s/ Donald J. Frickel

	Name:	 	Donald J. Frickel
	Title:	 	Asst. Secretary