Exhibit 10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 1 
 Dated as of January 6, 2009             
 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”). 
 PRELIMINARY STATEMENTS: 
 (1) The Borrower and the Lenders have entered into a Senior Secured Super
Priority Priming Debtor in Possession Credit Agreement dated as of November 5, 2008 (the “DIP Credit Agreement”). Capitalized terms not otherwise defined in this Amendment No. 1 (the “Amendment”) have the same
meanings as specified in the DIP Credit Agreement. 
 (2) The Borrower and the Lenders have agreed to amend the DIP Credit Agreement as
hereinafter set forth. 
 (3) Accordingly, in consideration of the mutual agreements contained in the DIP Credit Agreement and set forth
herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows, effective as of the date hereof. 
 SECTION 1. Amendments to DIP Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 2 of this Amendment, the
DIP Credit Agreement is hereby amended as follows: 
 (a) The definition of “Budget” in Section 1.01 is hereby amended by
inserting the following words immediately prior to the period at the end of such definition:”, as amended by the Budget attached as Exhibit A to that certain Amendment No. 1 to the DIP Credit Agreement, dated as of January 6,
2009” 
 (b) The definition of “Maturity Date” in Section 1.1 is hereby amended and restated in its entirety to
read as follows: 
 “Maturity Date. That date which is the earliest of (a) January 29, 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) Section 13.1(n) is amended to replace “ninety (90) days” with “one-hundred and
four (104) days”. 
 SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date hereof,
but only upon the satisfaction in full, in a manner reasonably satisfactory to the Lenders, of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the “Amendment Effective
Date”): 
 (a) No Event of Default. Other than with respect to any Defaults or Events of Default of which the Debtors have
informed the Lenders, no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. 
 (b) Delivery of Documents. The Lenders shall have received on or before the Amendment Effective Date the following, each in form and substance
reasonably satisfactory to the Lenders and, unless indicated otherwise, dated the Amendment Effective Date: 
 (i)
counterparts of this Amendment which bear the signatures of the Borrowers and the Lenders; and 
 (ii) an acknowledgment and
consent, in the form attached as Exhibit B to this Amendment, duly executed by each Guarantor. 
 (c) Bankruptcy Court Approval.
Entry of an Order of the Bankruptcy Court approving this amendment in form and substance reasonably satisfactory to the Lenders. 
 SECTION 3. Reference to and Effect on the DIP Credit Agreement. 
 (a) On and after the effectiveness of this Amendment, each
reference in the DIP Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the DIP Credit Agreement, and each reference in the Notes to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the DIP Credit Agreement, shall mean and be a reference to the DIP Credit Agreement, as amended by this Amendment. 
 (b) The DIP Credit Agreement as specifically amended by this Amendment, is and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender under the DIP Credit Agreement, nor constitute a waiver of any provision of the DIP Credit Agreement. For further clarity, by executing this Amendment, the Lenders are not
waiving any of their rights or remedies with respect to any Defaults or Events of Default, whether known or unknown to the Lenders, that may exist as of the date of the execution of this Amendment. 
  

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 SECTION 4. Representations and Warranties of the Borrower. Each Borrower represents and warrants
as follows: 
 (a) The execution, delivery and performance by such Borrower of this Amendment and the Loan Documents, as
amended hereby, to which it is or is to be a party are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action. 
 (b) This Amendment has been duly executed and delivered by the Borrowers and the Consent has been duly executed by each Guarantor. This
Amendment and each of the other Loan Documents, as amended hereby, to which the Borrowers are a party are legal, valid and binding obligations of the Borrower and the Guarantors, enforceable against the Borrowers and the Guarantors in accordance
with their respective terms. 
 SECTION 5. Exhibit A. The Budget attached as Exhibit A to this Amendment is the amended Budget
as agreed by the Borrowers and the Lenders to replace the Budget attached to the Interim Order. 
 SECTION 6. Amendment as Loan
Document. The Borrowers hereby acknowledge and agree that this Amendment constitutes a Loan Document under the DIP Credit Agreement. Accordingly, it shall be an Event of Default under the DIP Credit Agreement if (1) any representation or
warranty made by the Borrowers under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (2) the Borrowers shall fail to perform or observe any term, covenant or agreement
contained in this Amendment. 
 SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by any means shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION
8. 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. 
 SECTION 9. Full Force and Effect: 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 effect any rights or remedies of any Lender or the Borrowers under the DIP Credit Agreement or
the other Loan Documents. 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 

  

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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. 
 SECTION 10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 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. 
 [signature
pages follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

			
	WORLDSPACE INC., as a Debtor and Debtor in Possession
		
	By	 	/s/ Noah A. Samara
		 	Name: Noah A. Samara
		 	Title: Chief Executive Officer


  

			
	AFRISPACE, INC., as a Debtor and Debtor in Possession
		
	By	 	/s/ Noah A. Samara
		 	Name: Noah A. Samara
		 	Title: Chief Executive Officer


  

			
	WORLDSPACE SYSTEMS CORPORATION, as a Debtor and Debtor in Possession
		
	By	 	/s/ Noah A. Samara
		 	Name: Noah A. Samara
		 	Title: Chief Executive Officer


  

 WorldSpace Credit Agreement Amendment No. 1 









			
	 CITADEL ENERGY HOLDINGS LLC
 BY: CITADEL
ADVISORS LLC, ITS
 MANAGER

		
	By	 	/s/ Erica Tarpey 
		 	Name: Erica Tarpey
		 	Title: Authorized Signatory


  

 WorldSpace Credit Agreement Amendment No. 1 









			
	 HIGHBRIDGE INTERNATIONAL LLC
 BY: HIGHBRIDGE
CAPITAL MANAGEMENT,
 LLC, ITS TRADING MANAGER

		
	By	 	/s/ Adam J. Chill
		 	Name: Adam J. Chill
		 	Title: Managing Director


  

 WorldSpace Credit Agreement Amendment No. 1 









			
	 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


  

 WorldSpace Credit Agreement Amendment No. 1 









			
	SILVER OAK CAPITAL LLC
		
	By	 	/s/ Michael L. Gordon
		 	Name: Michael L Gordon
		 	Title: Authorized Signatory


  

 WorldSpace Credit Agreement Amendment No. 1 








 EXHIBIT A 
 BUDGET 







 WorldSpace Budget Update 
 Including 2 weeks ending January 30, 2009 
  
  

																									
	 	 	Original 13-Wk DIP Period	 	Extended 2-Wk DIP Period	 	 
	 Week beginning Monday,
	 	Cumulative
12/22/2008	 	12/29/2008	 	1/5/2009	 	1/12/2009	 	Total 13
Week Period	 	1/19/2009	 	1/26/2009	 	Total 15
Week Period
	 Asset Preservation
	 			 			 			 			 			 			 			 		
	 ROC - US
	 	$	417,133	 	 	—  	 	 	—  	 	 	—  	 	$	417,133	 	 	—  	 	 	—  	 	$	417,133
	 ROC - Australia
	 	 	169,392	 	 	—  	 	$	55,396	 	 	—  	 	 	224,788	 	 	—  	 	$	55,396	 	 	280,184
	 ROC - Other
	 	 	—  	 	$	2,730	 	 	460	 	 	—  	 	 	3,190	 	 	—  	 	 	—  	 	 	3,190
	 BOC Operations
	 	 	191,920	 	 	41,400	 	 	24,404	 	 	—  	 	 	257,724	 	$	36,000	 	 	18,960	 	 	312,684
	 WorldSpace Italia
	 	 	250,821	 	 	—  	 	 	—  	 	 	—  	 	 	250,821	 	 	50,000	 	 	—  	 	 	300,821
	 WorldSpace France
	 	 	141,098	 	 	—  	 	 	—  	 	 	—  	 	 	141,098	 	 	42,000	 	 	—  	 	 	183,098
	 TCR Operations
	 	 	49,000	 	 	23,000	 	 	—  	 	 	—  	 	 	72,000	 	 	49,000	 	 	—  	 	 	121,000
	 Satellite Storage
	 	 	410,390	 	 	—  	 	 	—  	 	$	84,500	 	 	494,890	 	 	—  	 	 	—  	 	 	494,890
	 Satellite Insurance
	 	 	511,007	 	 	—  	 	 	—  	 	 	—  	 	 	511,007	 	 	—  	 	 	—  	 	 	511,007
	 Property and Casualty Insurance
	 	 	139,534	 	 	—  	 	 	23,000	 	 	—  	 	 	162,534	 	 	—  	 	 	23,000	 	 	185,534
	 Other
	 	 	171,653	 	 	—  	 	 	50,000	 	 	—  	 	 	221,653	 	 	81,500	 	 	—  	 	 	303,153
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Asset Preservation
	 	$	2,451,948	 	$	67,130	 	$	153,260	 	$	84,500	 	$	2,756,838	 	$	258,500	 	$	97,356	 	$	3,112,694
									
	 Payroll
	 			 			 			 			 			 			 			 		
	 CRO
	 	$	347,768	 	$	103,500	 	 	—  	 	 	—  	 	$	451,268	 	 	—  	 	$	80,000	 	$	531,268
	 US Payroll & Benefits
	 	 	2,610,696	 	 	286,000	 	$	80,000	 	$	295,000	 	 	3,271,696	 	 	—  	 	 	345,000	 	 	3,616,696
	 International Payroll & Benefits
	 	 	651,542	 	 	15,000	 	 	80,281	 	 	41,000	 	 	787,823	 	 	—  	 	 	—  	 	 	787,823
	 Other Non-Critical Payroll and Benefits
	 	 	130,000	 	 	—  	 	 	—  	 	 	—  	 	 	130,000	 	 	—  	 	 	—  	 	 	130,000
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Payroll
	 	$	3,740,006	 	$	404,500	 	$	160,281	 	$	336,000	 	$	4,640,787	 	 	—  	 	$	425,000	 	$	5,065,787
	 Ordinary Course Professional Fees
	 	$	4,500	 	 	—  	 	 	—  	 	 	—  	 	$	4,500	 	$	50,223	 	 	—  	 	$	54,723
	 France - based legal counsel
	 	 	30,000	 	 	—  	 	 	—  	 	$	20,000	 	 	50,000	 	 	—  	 	 	—  	 	 	50,000
	 Data Room & Sales Process Fees
	 	 	10,173	 	 	—  	 	$	1,000	 	 	—  	 	 	11,173	 	 	5,000	 	 	—  	 	 	16,173
	 Systems-Related Expenses
	 	 	152,680	 	$	15,989	 	 	—  	 	 	42,457	 	 	211,126	 	 	39,500	 	 	—  	 	 	250,626
	 Utility Deposits
	 	 	51,790	 	 	—  	 	 	—  	 	 	—  	 	 	51,790	 	 	—  	 	 	—  	 	 	51,790
	 Property, Income and other taxes
	 	 	153,485	 	 	34,485	 	 	100,000	 	 	30,000	 	 	317,970	 	 	—  	 	$	189,041	 	 	507,011
	 Intl Advisors
	 	 	33,881	 	 	—  	 	 	—  	 	 	106,315	 	 	140,196	 	 	—  	 	 	—  	 	 	140,196
	 Misc. Corporate Expenses
	 	 	70,255	 	 	7,500	 	 	7,500	 	 	7,500	 	 	92,755	 	 	7,500	 	 	7,500	 	 	107,755
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
									
	 Total Corporate Disbursements
	 	$	506,764	 	$	57,974	 	$	108,500	 	$	206,272	 	$	879,510	 	$	102,223	 	$	196,541	 	$	1,178,274
	 Advisory Fees
	 			 			 			 			 			 			 			 		
	 Debtor Legal Counsel
	 	$	493,898	 	 	—  	 	 	—  	 	$	1,006,102	 	$	1,500,000	 	 	—  	 	$	250,000	 	$	1,750,000
	 Debtor Financial Advisors
	 	 	101,473	 	 	—  	 	 	—  	 	 	298,527	 	 	400,000	 	 	—  	 	 	50,000	 	 	450,000
	 Unsecured Creditor Counsel /FA
	 	 	—  	 	 	—  	 	 	—  	 	 	800,000	 	 	800,000	 	 	—  	 	 	125,000	 	 	925,000
	 Claims Agent/ Court Costs
	 	 	37,000	 	 	—  	 	 	—  	 	 	125,000	 	$	162,000	 	$	30,000	 	 	9,500	 	 	201,500
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Advisory Fees
	 	$	632,371	 	 	—  	 	 	—  	 	$	2,229,629	 	$	2,862,000	 	$	30,000	 	$	434,500	 	$	3,326,500
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Cash Disbursements
	 	$	7,331,089	 	$	529,604	 	$	422,041	 	$	2,856,401	 	$	11,139,135	 	$	390,723	 	$	1,153,397	 	$	12,683,255
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 DIP Availability
	 	$	5,668,911	 	$	5,139,307	 	$	4,717,266	 	$	1,860,865	 	$	1,860,865	 	$	1,470,142	 	$	316,745	 	$	316,745
	 Cash on Hand
	 	 	n/a	 	 	n/a	 	 	n/a	 	 	n/a	 	 	96,000	 	 	96,000	 	 	96,000	 	 	96,000
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Availability
	 	 	n/a	 	 	n/a	 	 	n/a	 	 	n/a	 	$	1,956,865	 	$	1,566,142	 	$	412,745	 	$	412,745