8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2009

WORLDSPACE, INC.

(Exact Name of Registrant as Specified in Charter)

STATE OF DELAWARE	000-51466	52-1732881
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8515 Georgia Avenue, Silver Spring, MD	20910
(Address of Principal Executive Offices)	(Zip Code)

(301) 960-1200

(Registrant’s telephone number, including area code)

(Former Name or Former address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

As previously disclosed, on October 17, 2008, WorldSpace, Inc. (the “Company”) and certain of its subsidiaries (such subsidiaries, together with the Company, the “Borrowers”), filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court of the District of Delaware. In connection with these proceedings, on November 5, 2008, the Borrowers entered into a Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (the “DIP Credit Agreement”) with Citadel Energy Holdings LLC, Highbridge International LLC, OZ Master Fund, Ltd., and Silver Oak Capital LLC, as lenders (collectively, the “Lenders”).

On January 6, 2009, the Borrowers obtained the necessary authorizations to amend the terms of the DIP Credit Agreement to extend the final maturity date of the DIP Credit Agreement and a related deadline for the completion of their sales process to January 29, 2009. The Borrowers and the Lenders subsequently executed Amendment No. 1 to the DIP Credit Agreement, dated as of January 6, 2009 (the “First Amendment”).

On January 30, 2009, the Borrowers obtained the necessary consents to amend the terms of the DIP Credit Agreement and a related deadline for the completion of their sales process to February 6, 2009. The Borrowers and Lenders subsequently executed a Bridge Amendment to Debtor in Possession Credit Agreement, dated as of January 29, 2009 (the “Bridge Amendment”).

On February 6, 2009, the Borrowers obtained the necessary authorizations to further amend the terms of the DIP Credit Agreement to, among other things, extend the maturity date of the DIP Credit Agreement and a related deadline for the completion of their sales process to February 27, 2009. The Borrowers and the Lenders subsequently executed Amendment No. 2 to the DIP Credit Agreement, dated as of February 6, 2009 (the “Second Amendment”).

The foregoing descriptions of the First Amendment, the Bridge Amendment and the Second Amendment are qualified in their entirety to the texts of the First Amendment, the Bridge Amendment and the Second Amendment, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) The following exhibit is filed as part of this report:

Exhibit 10.1	Amendment No. 1, dated January 6, 2009.
Exhibit 10.2	Bridge Amendment to Debtor in Possession Credit Agreement, dated as of January 29, 2009.
Exhibit 10.3	Amendment No. 2, dated February 6, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 9, 2009

WORLDSPACE, INC. (Registrant)
By:	/s/ Donald J. Frickel
Name:	Donald J. Frickel
Title:	Executive Vice President, General and Secretary

EXHIBIT INDEX

Number	Exhibit
Exhibit 10.1	Amendment No. 1, dated January 6, 2009.
Exhibit 10.2	Bridge Amendment to Debtor in Possession Credit Agreement, dated as of January 29, 2009.
Exhibit 10.3	Amendment No. 2, dated February 6, 2009.

EX-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

EX-10.2

Exhibit 10.2

Execution Version

BRIDGE AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT

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 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: “provided that such budget shall be deemed to have included an authorization for the Debtors to make a payment of $300,000 on account of their January 30, 2009 payroll obligations.”

(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) February 6, 2009, (b) the effective date of the Borrowers’ Reorganization Plan that has been confirmed by an order of theBankruptcy 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 “within one hundred and four (104) days of the Petition Date” with the phrase “by February 6, 2009”.

§3. Conditions to Effectiveness. This Amendment shall be deemed to have been effective as of January 29, 2009 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 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 effect 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/ Noah A. Samara
Name:	Noah A. Samara
Title:
AFRISPACE, INC., as a Debtor and Debtor in Possession
By:	/s/ Noah A. Samara
Name:	Noah A. Samara
Title:
WORLDSPACE SYSTEMS CORPORATION, as a Debtor and Debtor in Possession
By:	/s/ Noah A. Samara
Name:	Noah A. Samara
Title:

Bridge Amendment Signature Page

THE LENDERS:
CITADEL ENERGY HOLDINGS LLC
BY: CITADEL ADVISORS LLC, ITS MANAGER
By:	/s/ Christopher Ramsay
Name:	Christopher Ramsay
Title:	Authorized Signatory
HIGHBRIDGE INTERNATIONAL LLC
BY: HIGHBRIDGE CAPITAL
MANAGEMENT, LLC,
ITS TRADING MANAGER
By:
Name:
Title:
OZ MASTER FUND, LTD.,
BY: OZ MANAGEMENT LP, ITS
INVESTMENT MANAGER
BY: OCH-ZIFF HOLDING CORPORATION,
ITS GENERAL PARTNER
By:
Name:
Title:
SILVER OAK CAPITAL LLC
By:
Name:
Title:

WorldSpace Bridge Amendment to Debtor in Possession Credit Agreement

THE LENDERS:
CITADEL ENERGY HOLDINGS LLC
BY: CITADEL LIMITED PARTNERSHIP,
ITS MANAGER
By:
Name:
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.,
BY: OZ MANAGEMENT LP, ITS
INVESTMENT MANAGER
BY: OCH-ZIFF HOLDING CORPORATION,
ITS GENERAL PARTNER
By:
Name:
Title:
SILVER OAK CAPITAL LLC
By:
Name:
Title:

WorldSpace Bridge Amendment to Debtor in Possession Credit Agreement

THE LENDERS:
CITADEL ENERGY HOLDINGS LLC
BY: CITADEL LIMITED PARTNERSHIP,
ITS MANAGER
By:
Name:
Title:	Authorized Signatory
HIGHBRIDGE INTERNATIONAL LLC
BY: HIGHBRIDGE CAPITAL
MANAGEMENT, LLC,
ITS TRADING MANAGER
By:
Name:
Title:
OZ MASTER FUND, LTD.,
BY: 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:
Name:
Title:

WorldSpace Bridge Amendment to Debtor in Possession Credit Agreement

THE LENDERS:
CITADEL ENERGY HOLDINGS LLC
BY: CITADEL LIMITED PARTNERSHIP,
ITS MANAGER
By:
Name:
Title:	Authorized Signatory

HIGHBRIDGE INTERNATIONAL LLC

BY: HIGHBRIDGE CAPITAL

MANAGEMENT, LLC,

ITS TRADING MANAGER

By:

Name:

Title:

OZ MASTER FUND, LTD.,

BY: OZ MANAGEMENT LP, ITS

INVESTMENT MANAGER

BY: OCH-ZIFF HOLDING CORPORATION,

ITS GENERAL PARTNER

By:

Name:

Title:

SILVER OAK CAPITAL LLC
By:	/s/ Michael L. Gordon
Name:	MICHAEL L. GORDON
Title:	AUTHORIZED SIGNATORY

WorldSpace Bridge Amendment to Debtor in Possession Credit Agreement

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 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/ Noah A. Samara
	Name: Noah A. Samara
	Title:

WORLDSPACE SATELLITE
COMPANY LTD.
By:	/s/ Noah A. Samara
	Name: Noah A. Samara
	Title:

EX-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