Exhibit 10.3



 Exhibit 10.3 
 AMENDMENT NO. 2 
 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”), 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. 1 to this Credit Agreement, dated as
of February 6, 2009”. 
 (b) 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 “Credit Agreement” before the period at the end of the definition: “, as amended, modified, supplemented or restated and in effect from time to
time”. 
 (c) 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) February 27, 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. 







 (d) Amendment to Section 1.01 (Defined Terms). Section 1.01 of
the DIP Credit Agreement is hereby amended by inserting the following new definition of “Supplemental Date” in alphabetical order: 
 “Supplemental Date. See §2.1 hereof. 
 (e) Amendment to Section 1.01 (Defined Terms).
Section 1.01 of the DIP Credit Agreement is hereby amended by inserting the following new definition of “Supplemental Order” in alphabetical order: 
 “Supplemental Order. An order of the Bankruptcy Court in the Case authorizing and approving that certain Amendment No. 2 to this Credit Agreement, dated as of February 6,2009, in form and substance
satisfactory to the Lenders, the Lenders’ Special Counsel and the Borrowers and their counsel.” 
 (f) Amendment
to Section 1.01 (Defined Terms). Section 1.01 of the DIP Credit Agreement is hereby amended by deleting clause (b) in the definition of “Interest Period” and substituting in lieu thereof the following new clause
(b): 
 “, and (b) with respect to each Term Loan made on the Closing Date, the Final Funding Date or the Supplemental Date,
(i) initially, the period commencing on the date on which such Term Loan is made and ending 30 days thereafter, and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Term Loan
and ending 30 days thereafter;”. 
 (g) Amendment to Section 1.01 (Defined Terms). Section 1.01
of the DIP Credit Agreement is hereby amended by deleting clause (b) in the definition of “Term Loan Commitment” and substituting in lieu thereof the following new clause (b): “[Intentionally Omitted.]” . 
 (h) Amendment to Section 1.01 (Defined Terms). Section 1.01 of the DIP Credit Agreement is hereby amended by
deleting the definition of “Total Term Loan Commitment” contained therein and substituting in lieu thereof the following new definition: 
 “Total Term Loan Commitment. The sum of the Term Loan Commitments. On the Closing Date, the Total Term Loan Commitment shall be $6,500,000, on the date on which the Final Order is entered, the Total Term Loan Commitment shall be
$13,000,000, and on the date the Supplemental Order is entered, the Total Term Loan Commitment shall be $14,300,000, in each case, as set forth on Schedule I-A. 
 (i) Amendment to Section 2.1. Section 2.1 of the DIP Credit Agreement is hereby deleted and replaced with the
following new Section 2.1: 
 “2.1 Term Loans. Subject to and upon the terms and conditions herein set forth, each
Lender severally and not jointly agrees to make a loan or loans (each, a “Term Loan” and 







 collectively, the “Term Loans”) to the Administrative Borrower, for the benefit of the
Borrowers, which Term Loans (i) shall not exceed, for any such Lender, the Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the lesser of (A), the Total Term Loan Commitment and (B) the amount approved to
be borrowed by way of Term Loans in the Interim Order, the Final Order, or, as the case may be, the Supplemental Order, (iii) shall include the Term Loans made pursuant to the Emergency Order and outstanding on the Closing Date, (iv) shall
be made on the Closing Date, the date on which the Final Order is entered (the “Final Funding Date”), or the date on which the Supplemental Order is entered (the “Supplemental Date”) and (v) may be repaid or
prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed.” 
 (j) Amendment
to Section 2.2. Section 2.2 of the DIP Credit Agreement is hereby amended by deleting the first sentence thereof and substituting in lieu thereof the following: 
 “Each Term Loan, at the request of the applicable Lender shall be evidenced by a Term Loan Note, dated as of the Closing Date, the date on which the
Final Order is entered, or, as the case may be, the date on which the Supplemental Order is entered, and completed with appropriate insertions.” 
 (k) Amendment to Section 2.4.2 Section 2.4.2 of the DIP Credit Agreement is hereby amended by deleting the first sentence thereof and substituting in lieu thereof the following: 
 “2.4.2 Funding Procedures. Each Lender shall make available all amounts it is to fund to the Administrative Borrower, for the benefit of the
Borrowers in respect of any Term Loan, on the Closing Date, the Final Funding Date and the Supplemental Date, in immediately available funds to the Administrative Borrower, by depositing such amounts in the Controlled Account at Bank of America
being Account No. 00191-842-8058 or such other account as the Lenders may agree to be the Controlled Account.” 
 (1) Amendment to Section 13.1(n). Section 13.1(n) of the DIP Credit Agreement is hereby amended by replacing the phrase “by February 6, 2009” with the phrase “by February 27, 2009”.

 (m) Amendment to Schedule 1-A. Schedule 1-A to the DIP Credit Agreement is hereby deleted and replaced with the new
Schedule 1-A attached as Exhibit A to this Amendment. 
 (n) Amendment to Exhibit A. The Budget attached as Exhibit B
to this Amendment is the amended Budget as agreed by the Borrowers and the Lenders to replace the Budget attached to that certain Amendment No. 1 to the DIP Credit Agreement, dated as of January 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, (ii) of a fully-executed counterpart of a Ratification of Guaranty signed by each Guarantor, (iii) entry of the Supplemental Order of the Bankruptcy Court approving
this Amendment in form and substance satisfactory to the Lenders, (iv) delivery by the Borrowers to each Lender of original replacement promissory notes evidencing the increased principal amount of the Term Loan Notes of each Lender resulting
from this Amendment, and (v) delivery by each Lender to the Borrowers of the original Term Loan Notes previously delivered to such Lender by the Borrowers, marked cancelled. 







 §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/ Christopher Ramsay

	Name:	 	Christopher Ramsay
	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 Frank

	Name:	 	Joel Frank
	Title:	 	Chief Financial Officer
	
	SILVER OAK CAPITAL LLC
		
	By:	 	 /s/ Michael L. Gordon

	Name:	 	Michael L. Gordon
	Title:	 	Authorized Signatory









 RATIFICATION OF GUARANTY 
 Each of the undersigned Guarantors 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 part 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









 EXHIBIT A 








																					
	 	 	Extended 15-Wk Period	 	Extended 4-Wk Period	 	 	 
	 	 	Thru 1/23(A)	 	1/30(P)	 	Total(P)	 	2/6/2009	 	2/13/2009	 	 	2/20/2009	 	2/27/2009	 	Total	 	 	Total 19
Wk Period
	 Global Satellite Operations
	 		 		 		 		 			 		 		 			 	
	 AfriSpace ROC
	 		 		 		 		 			 		 		 			 	
	 Satellite Insurance
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 ASI ROC Employees
	 		 		 		 	—  	 	24,710	 	 	—  	 	24,710	 	49,421	 	 	
	 Contract Employees
	 		 		 		 	7,600	 	14,000	 	 	7,600	 	—  	 	29,200	 	 	
	 Astrium in Orbit Support
	 		 		 		 	17,967	 	—  	 	 	—  	 	—  	 	17,987	 	 	
	 Antrix
	 		 		 		 	26,000	 	—  	 	 	—  	 	26,000	 	52,000	 	 	
	 Mauritius Telecom
	 		 		 		 	12,500	 	—  	 	 	—  	 	—  	 	12,500	 	 	
	 Opex/Audit
	 		 		 		 	—  	 	—  	 	 	—  	 	5,643	 	5,643	 	 	
	 US E&O Employees
	 		 		 		 	—  	 	8,083	 	 	—  	 	8,083	 	16,166	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 AfriSpace ROC
	 		 		 		 	64,067	 	46,793	 	 	7,600	 	64,436	 	182,896	 	 	
										
	 AsiaSpace ROC
	 		 		 		 		 			 		 		 			 	
	 Satellite Insurance
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 Mauritius Telecom
	 		 		 		 	12,500	 	—  	 	 	—  	 	—  	 	12,500	 	 	
	 ASI ROC Employees
	 		 		 		 	103,008	 	—  	 	 	—  	 	—  	 	103,008	 	 	
	 Rent
	 		 		 		 	55,396	 	—  	 	 	—  	 	—  	 	55,396	 	 	
	 Opex
	 		 		 		 	—  	 	20,000	 	 	—  	 	—  	 	20,000	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 AfriSpace ROC
	 		 		 		 	170,904	 	20,000	 	 	—  	 	—  	 	190,904	 	 	
										
	 Ground and Broadcast Systems Support
	 		 		 		 	—  	 	13,400	 	 	—  	 	—  	 	13,400	 	 	
										
	 F3 & F4 Satellite Storage
	 		 		 		 		 			 		 		 			 	
	 Astrium Satellite Storage
	 		 		 		 	222,688	 	—  	 	 	—  	 	—  	 	222,668	 	 	
	 F-3 & F-4 Insurance
	 		 		 		 	57,600	 	—  	 	 	—  	 	—  	 	57,600	 	 	
	 Thales Satellite Storage
	 		 		 		 	112,000	 	—  	 	 	—  	 	—  	 	112,000	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 F3/F4 Subtotal
	 		 		 		 	392,288	 	—  	 	 	—  	 	—  	 	392,268	 	 	
										
	 Singapore BOC
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 Employees
	 		 		 		 	—  	 	24,286	 	 	—  	 	—  	 	24,286	 	 	
	 Statutory Audit/Tax Return
	 		 		 		 	13,000	 	—  	 	 	—  	 	—  	 	13,000	 	 	
	 Opex
	 		 		 		 	—  	 	—  	 	 	5,000	 	—  	 	5,000	 	 	
	 Rent
	 		 		 		 	42,400	 	—  	 	 	21,200	 	—  	 	63,600	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 Singapore BOC
	 		 		 		 	55,400	 	24,286	 	 	26,200	 	—  	 	105,886	 	 	
										
	 Johannesburg BOC
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 Employees
	 		 		 		 	—  	 	23,325	 	 	—  	 	—  	 	23,325	 	 	
	 Statutory Audit/Tax Return
	 		 		 		 	13,000	 	—  	 	 	—  	 	—  	 	13,000	 	 	
	 Opex
	 		 		 		 	—  	 	—  	 	 	5,000	 	—  	 	5,000	 	 	
	 Rent
	 		 		 		 	18,960	 	—  	 	 	—  	 	—  	 	18,960	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 Johannesburg BOC
	 		 		 		 	31,960	 	23,325	 	 	5,000	 	—  	 	60,285	 	 	
										
	 Total Satellite Operations and BOC’s
	 		 		 		 	714,599	 	127,804	 	 	38,800	 	64,436	 	945,638	 	 	
										
	 W/S Europe
	 		 		 		 		 			 		 		 			 	
	 W/S Italia
	 		 		 		 	—  	 	100,000	 	 	—  	 	10,000	 	110,000	 	 	
	 W/S France – Operating Cost
	 		 		 		 	—  	 	28,393	 	 	—  	 	—  	 	28,393	 	 	
	 W/S France – Quarterly Tax and Remedy Cost
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 W/S France Statutory Audit
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 US E&O Support
	 		 		 		 	—  	 	18,013	 	 	—  	 	18,013	 	36,026	 	 	
	 US Sales Employees
	 		 		 		 	—  	 	11,547	 	 	—  	 	11,547	 	23,094	 	 	
	 Less Graham Bayley Included in Section 3
	 		 		 		 	—  	 	(13,400	)	 	—  	 	—  	 	(13,400	)	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 W/S Europe
	 		 		 		 	—  	 	144,553	 	 	—  	 	39,560	 	184,113	 	 	
										
	 Silver Spring Office
	 		 		 		 		 			 		 		 			 	
	 Facilities
	 		 		 		 	58,738	 	—  	 	 	—  	 	—  	 	58,738	 	 	
	 CRO
	 		 		 		 	—  	 	100,000	 	 	—  	 	50,000	 	150,000	 	 	
	 G&A Employees
	 		 		 		 	—  	 	38,829	 	 	—  	 	38,829	 	77,657	 	 	
	 IT Employees
	 		 		 		 	—  	 	26,386	 	 	—  	 	26,386	 	52,773	 	 	
	 Content Employees
	 		 		 		 	—  	 	6,004	 	 	—  	 	6,004	 	12,009	 	 	
	 E&O Employees
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 Finance Employees
	 		 		 		 	—  	 	23,325	 	 	—  	 	23,325	 	46,650	 	 	
	 Legal & Regulatory Employees
	 		 		 		 	—  	 	28,867	 	 	—  	 	28,867	 	57,734	 	 	
	 Health Ins
	 		 		 		 	—  	 	—  	 	 	—  	 	72,000	 	72,000	 	 	
	 Taxes
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 Insurance
	 		 		 		 	23,000	 	—  	 	 	—  	 	—  	 	23,000	 	 	
	 Former Employee Settlement (Singapore/SA)
	 		 		 		 		 			 		 	50,000	 	50,000	 	 	
	 Microsoft
	 		 		 		 	—  	 	—  	 	 	—  	 	—  	 	—  	 	 	
	 Net Magic
	 		 		 		 	—  	 	—  	 	 	—  	 	22,769	 	22,769	 	 	
	 Misc Corporate Expenses
	 		 		 		 	7,500	 	7,500	 	 	7,500	 	7,500	 	30,000	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 Silver Spring Office
	 		 		 		 	89,238	 	230,911	 	 	7,500	 	325,681	 	653,330	 	 	
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Operating Cost
	 	8,221,201	 	653,897	 	8,875,098	 	803,836	 	503,268	 	 	46,300	 	429,677	 	1,783,081	 	 	10,658,179
		 		 		 		 		 			 		 		 			 	









																						
										
	 Professional Fees (Paid)
	 		 		 		 			 		 			 		 			 	
	 Debtor Legal Counsel
	 		 		 	939,565	 			 		 	800,000	 	 		 	800,000	 	 	1,739,565
	 Debtor Financial Advisors
	 		 		 	204,473	 			 		 	80,000	 	 		 	80,000	 	 	284,473
	 Unsecured Creditor Counsel/FA
	 		 		 	173,000	 			 		 	100,000	 	 		 	100,000	 	 	273,000
	 Claims Agent/Court Costs
	 		 		 	67,500	 			 		 	20,000	 	 		 	20,000	 	 	87,500
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Professional Fees (Paid)
	 		 		 	1,384,538	 	—  	 	 	—  	 	1,000,000	 	 	—  	 	1,000,000	 	 	2,384,538
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Cash Disbursements
	 	9,605,739	 	653,897	 	10,259,636	 	803,836	 	 	503,268	 	1,046,300	 	 	429,677	 	2,783,081	 	 	13,042,717
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
										
	 Professional Fees (Accrued)
	 		 		 		 			 		 			 		 			 	
	 Debtor Legal Counsel
	 		 		 	810,436	 	43,750	 	 	43,750	 	(756,250	)	 	43,750	 	(625,000	)	 	185,435
	 Debtor Financial Advisors
	 		 		 	245,527	 	12,500	 	 	12,500	 	(67,500	)	 	12,500	 	(30,000	)	 	215,527
	 Unsecured Creditor Counsel/FA
	 		 		 	752,000	 	12,500	 	 	12,500	 	(87,500	)	 	12,500	 	(50,000	)	 	702,000
	 Claims Agent/Court Costs
	 		 		 	134,000	 	6,250	 	 	6,250	 	(13,750	)	 	6,250	 	5,000	 	 	139,000
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Professional Fees (Accrued)
	 		 		 	1,941,962	 	75,000	 	 	75,000	 	(925,000	)	 	75,000	 	(700,000	)	 	1,241,962
	 DIP Size
	 		 		 	13,000,000	 	13,000,000	 	 	14,300,000	 	14,300,000	 	 	14,300,000	 	14,300,000	 	 	14,300,000
	 DIP Availability
	 		 		 	798,402	 	(80,434	)	 	641,298	 	519,998	 	 	15,321	 	15,321	 	 	15,321
	 Cash
	 		 		 	185,000	 	185,000	 	 	185,000	 	185,000	 	 	185,000	 	185,000	 	 	185,000
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Liquidity
	 		 		 	983,402	 	104,566	 	 	826,298	 	704,998	 	 	200,321	 	200,321	 	 	200,321
										
	 Total Professional Fees (Accrued /Paid)
	 		 		 		 			 		 			 		 			 	
	 Debtor Legal Counsel
	 		 		 	1,750,000	 	43,750	 	 	43,750	 	43,750	 	 	43,750	 	175,000	 	 	1,925,000
	 Debtor Financial Advisors
	 		 		 	450,000	 	12,500	 	 	12,500	 	12,500	 	 	12,500	 	50,000	 	 	500,000
	 Unsecured Creditor Counsel/FA
	 		 		 	925,000	 	12,500	 	 	12,500	 	12,500	 	 	12,500	 	50,000	 	 	975,000
	 Claims Agent/Court Costs
	 		 		 	201,500	 	6,250	 	 	6,250	 	6,250	 	 	6,250	 	25,000	 	 	226,500
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Professional Fees (Accrued / Paid)
	 		 		 	3,326,500	 	75,000	 	 	75,000	 	75,000	 	 	75,000	 	300,000	 	 	3,626,500