WorldSpace, Inc Sample Contracts

FIRST LIEN PLEDGE AND SECURITY AGREEMENT by WORLDSPACE, INC., GUARANTORS as Pledgors and THE BANK OF NEW YORK, as Collateral Agent
Security Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York

This SECURITY AGREEMENT dated as of June 1, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by WORLDSPACE, INC., a Delaware corporation (“WorldSpace”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (WorldSpace, together with the Guarantors, and together with any successors, the “Pledgors,” and each, a “Pledgor”), in favor of THE BANK OF NEW YORK, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

AutoNDA by SimpleDocs
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 14th, 2006 • WorldSpace, Inc • Radio broadcasting stations • Delaware

THIS EXECUTIVE EMPLOYMENT AGREEMENT is effective as of May 12, 2006 (the “Effective Date”), by and between WorldSpace, Inc. (“WORLDSPACE”), a Delaware corporation, having a place of business at 8515 Georgia Avenue, Silver Spring, Maryland 20910, and Gregory B. Armstrong (“EXECUTIVE”), a resident of Colorado.

WORLDSPACE, INC. 11,868,400 Shares of Class A Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT August 3, 2005
Underwriting Agreement • August 9th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

WorldSpace, Inc., a Delaware corporation (the “Company”), proposes to issue and sell and the person named in Schedule B annexed hereto (the “Selling Stockholder”) proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 11,868,400 shares (the “Firm Shares”) of Class A Common Stock, $0.01 par value (the “Common Stock”), of the Company of which 11,500,000 of the Firm Shares are to be issued and sold by the Company and 368,400 of the Firm Shares are to be sold by the Selling Stockholder. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,780,260 shares of Class A Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred

AMENDED AND RESTATED GUARANTY dated as of June 13, 2008 among THE GUARANTORS FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK, as Collateral Agent
Guaranty • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York

AMENDED AND RESTATED GUARANTY dated as of June 13, 2008 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among WorldSpace Systems Corporation, a Delaware corporation, AfriSpace, Inc., a Maryland corporation, Asia Space Limited, a company incorporated under the laws of Australia and WorldSpace Satellite Company, a company incorporated under the laws of the British Virgin Islands (the “Guarantors”), and The Bank of New York (“Bank of New York”), as Collateral Agent for the benefit of the Holders referred to herein.

INTERCREDITOR AGREEMENT dated as of June 1, 2007 among WORLDSPACE, INC., as the Borrower and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE BANK OF NEW YORK as First Lien Collateral Agent, and THE BANK OF NEW YORK as Second Lien Collateral Agent
Intercreditor Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York

This INTERCREDITOR AGREEMENT is dated as of June 1, 2007, and entered into by and among WORLDSPACE, INC., a Delaware corporation (the “Borrower”), the Guarantor Subsidiaries, THE BANK OF NEW YORK, in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and THE BANK OF NEW YORK, in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

Contract
WorldSpace, Inc • April 27th, 2005 • Radio broadcasting stations • Maryland

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

NON-QUALIFIED SHARES OPTION AGREEMENT
Non-Qualified Shares Option Agreement • April 27th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

AGREEMENT made as of this 12th day of February, 1996 (the “Date of Grant”) between WorldSpace Inc., a Maryland corporation (hereinafter referred to as the “Company”), and Scott A. Katzmann (hereinafter referred to as “Holder”).

Contract
Registration Rights Agreement • July 19th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated July 18, 2005 by and among WorldSpace, Inc., a Delaware corporation (the “Company”), and XM Satellite Radio Holdings Inc. (“XM” or the “Investor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York
STANDARD PRODUCTION, MARKETING AND LICENSE AGREEMENT FOR CHINA WORLDSPACE PC CARD AND CHINA WORLDSPACE RECEIVER
Cooperation Agreement • August 2nd, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

This Cooperation Agreement (hereinafter referred to as this “Agreement”) is entered into as of this 12th day of December 2001 by and between:

FORM OF SECOND FORBEARANCE AGREEMENT AND AMENDMENT]
Second Forbearance Agreement and Amendment • July 23rd, 2008 • WorldSpace, Inc • Radio broadcasting stations

WHEREAS, the Company issued to the Investor on June 13, 2008 the Bridge Note, the Convertible Note and warrants (the “Existing Forbearance Warrants”), which are exercisable to acquire shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), each pursuant to the terms and conditions of that certain Amendment and Exchange Agreement (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Amendment Agreement”), dated as of June 13, 2008, by and among the Company, certain of the Company’s subsidiaries which are guarantors of the WorldSpace Notes (the “Guarantors”) and the Investor;

FIRST AMENDMENT TO FIRST LIEN PLEDGE AND SECURITY AGREEMENT
First Lien Pledge and Security Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations

This FIRST AMENDMENT TO FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of June 13, 2008 (this “Amendment”), by and among WORLDSPACE, INC., a Delaware corporation (“WorldSpace”), and the Guarantors party hereto (the “Guarantors”), as pledgors, assignors and debtors (WorldSpace, together with the Guarantors, and together with any successors, the “Pledgors,” and each, a “Pledgor”), and THE BANK OF NEW YORK, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the First Lien Pledge and Security Agreement, dated as of June 1, 2007 (the “Original First Lien Security Agreement”), by and among the parties hereto.

VOTING AGREEMENT
Voting Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York

VOTING AGREEMENT, dated as of June 13, 2008 (this “Agreement”), by and among WorldSpace, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each, a “Stockholder” and collectively, the “Stockholders”).

ROYALTY AGREEMENT among STONEHOUSE CAPITAL LTD. WORLDSPACE, INC. WORLDSPACE INTERNATIONAL NETWORK INC. AND WORLDSPACE SATELLITE COMPANY LTD. Dated as of September 30, 2003
Royalty Agreement • July 19th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS ROYALTY AGREEMENT (this “Agreement”) dated as of September 30, 2003 (the “Execution Date”), is by and between (1) Stonehouse Capital Ltd., a Cayman Islands corporation (“Stonehouse”), and (2) WorldSpace, Inc., a Maryland corporation (“WSI”), WorldSpace International Network Inc., a company organized under the International Business Companies Act of the British Virgin Islands (“WIN”), WorldSpace Satellite Company Ltd., a company organized under the International Business Companies Act of the British Virgin Islands (“WSC”). WSI, WIN and WSC are collectively referred to as the “WorldSpace Parties.”

STRATEGIC COOPERATION AGREEMENT BETWEEN ANALOG DEVICES, INC. AND WORLDSPACE, INC. FOR THE DEVELOPMENT AND MARKETING OF WORLDSPACE-READY ANALOG DSP PLATFORMS
Strategic Cooperation Agreement • April 13th, 2005 • WorldSpace, Inc

This Strategic Cooperation Agreement (“Agreement”) is made this 5th day of November 2003 (the “Effective Date”), by and between Analog Devices, Inc., (“Analog”), a Delaware corporation with its principal offices at One Technology Way, Norwood, Massachusetts 02062-9106, and WorldSpace, Inc. (“WorldSpace”), a Maryland corporation with its principal offices at 2400 N Street, NW, Washington, D.C., 20037, referred to collectively below as the Parties.

WorldSpace (China) Information Technology Ltd. Xi’an Tongshi Technology Limited Cooperation Agreement April 4, 2006
Cooperation Agreement • April 10th, 2006 • WorldSpace, Inc • Radio broadcasting stations

This Cooperation Agreement (hereinafter referred to as this “Agreement”) is entered into as of this 4th day of April 2006 by and between:

FORM OF FORBEARANCE AGREEMENT AND AMENDMENT]
Form of Forbearance Agreement • July 10th, 2008 • WorldSpace, Inc • Radio broadcasting stations

WHEREAS, the Company issued to the Investor on June 13, 2008 the Bridge Note, the Convertible Note and warrants (the “Existing Forbearance Warrants”), which are exercisable to acquire shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), each pursuant to the terms and conditions of that certain Amendment and Exchange Agreements (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Amendment Agreement”), dated as of June 13, 2008, by and among the Company, certain of the Company’s subsidiaries which are guarantors of the WorldSpace Notes (the “Guarantors”) and the Investor;

Agreement
Agreement • June 16th, 2005 • WorldSpace, Inc • Radio broadcasting stations

China Satellite Communications Corp. (hereinafter as “ChinaSat”), a corporation registered under the laws of the People’s Republic of China, and WorldSpace Corporation (hereinafter as “WorldSpace”), registered under the laws of the United States, have had friendly discussions and reached the following agreement as of February 22, 2005:

SATELLITE RADIO COOPERATION AGREEMENT
Satellite Radio Cooperation Agreement • July 19th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS SATELLITE RADIO COOPERATION AGREEMENT (this “Agreement”), is made as of the 18th day of July, 2005 by and between WorldSpace, Inc. (“WorldSpace”), having its principal offices at 2400 N Street, NW, Washington D.C., 20037, and XM Satellite Radio Holdings Inc. (“Holdings”), having its principal offices at 1500 Eckington Place NE, Washington, D.C. 20002, and XM Satellite Radio Inc. (“XM Opco” and together with Holdings, “XM”) also having its principal offices at 1500 Eckington Place NE, Washington, D.C. 20002. XM (and its affiliates) on the one hand and WorldSpace (and its affiliates) on the other hand are each a “Party” and collectively the “Parties”.

WORLDSPACE, INC.
Stock Option Agreement • June 27th, 2005 • WorldSpace, Inc • Radio broadcasting stations • Delaware

AGREEMENT made as of this [ ] day of [ ], [200_] (the “Date of Grant”) between WorldSpace, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), and [ ], residing at [ ] (hereinafter referred to as the “Optionee”).

LOAN RESTRUCTURING AGREEMENT among STONEHOUSE CAPITAL LTD. WORLDSPACE, INC. WORLDSPACE INTERNATIONAL NETWORK INC. and WORLDSPACE SATELLITE COMPANY LTD. Dated as of September 30, 2003
Loan Restructuring Agreement • April 13th, 2005 • WorldSpace, Inc • New York

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Form of Letter Agreement] WorldSpace, Inc.
Letter Agreement • June 4th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York

The purpose of this letter is to set forth the agreement of the undersigned, WorldSpace, Inc., a Delaware corporation (the “Company”) and the holders (the “Secured Note Holders”) of the Company’s Secured Notes, each dated as of June 1, 2007 (“Secured Notes”).

AutoNDA by SimpleDocs
Memorandum of Understanding Regarding Cooperation Project between ChinaSat & WorldSpace
WorldSpace, Inc • June 16th, 2005 • Radio broadcasting stations
WORLDSPACE ASSET PURCHASE AGREEMENT TERMINATED
Worldspace Asset Purchase Agreement Terminated • August 27th, 2009 • WorldSpace, Inc • Radio broadcasting stations

Silver Spring, Md., August 27, 2009 – WorldSpace, Inc. (“WorldSpace”) announced today that the asset purchase agreement providing for the sale of substantially all of its assets to Yenura Pte. Ltd. (“Yenura”) had been terminated by WorldSpace’s debtor in possession lenders (“DIP Lenders”). The DIP Lenders exercised their right to terminate the Yenura purchase agreement after Yenura had defaulted in the payment of certain amounts payable thereunder and had failed to remedy such defaults within applicable cure periods. WorldSpace is in discussions with its creditor constituents regarding, and is reviewing, its strategic alternatives in light of the notification of the Yenura purchase agreement termination.

AGREEMENT
Agreement • December 23rd, 2005 • WorldSpace, Inc • Radio broadcasting stations

Xi’an Tongshi Technology Limited (“Tongshi”) and WorldSpace, Inc. (“WorldSpace”) executed an agreement to extend the terms of the “Cooperation Agreement” signed by WorldSpace Corporation and Tongshi to December 31, 2005.

FORM OF SECURED NOTE] WORLDSPACE, INC. AMENDED AND RESTATED SECURED NOTE
WorldSpace, Inc • June 16th, 2008 • Radio broadcasting stations • New York

FOR VALUE RECEIVED, WorldSpace, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [NAME OF BUYER] or registered assigns (“Holder”) the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the Interest Rate (as defined below), from the Amendment Date (as defined below) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, redemption or otherwise (in each case, in accordance with the terms hereof). This Amended and Restated Secured Note (including all Amended and Restated Secured Notes issued in exchange, transfer or replacement hereof, this “Bridge Note”) amends, supplements, modifies and completely restates

SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of November 5, 2008 among WORLDSPACE, INC., AFRISPACE, INC., WORLDSPACE SYSTEMS CORPORATION, each as a debtor and debtor in possession and as joint and several...
Credit Agreement • November 13th, 2008 • WorldSpace, Inc • Radio broadcasting stations

This SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AGREEMENT is made as of November 5, 2008, by and 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”).

Contract
Registration Rights Agreement • September 30th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated this 12th day of September 2005 by and between WorldSpace, Inc., a Delaware corporation with its principal place of business at 2400 N Street, NW, Washington D.C. 20037 (the “Company”), and Alcatel Alenia Space France SAS (formerly known as Alcatel Space), a company organized under the laws of the Republic of France with its registered office at 12, rue de la Baume, 75008 Paris, France (“Alcatel” or the “Investor”).

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • June 16th, 2008 • WorldSpace, Inc • Radio broadcasting stations

This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT, dated as of June 13, 2008 (this “Amendment”), by and among WORLDSPACE, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, THE BANK OF NEW YORK, in its capacity as collateral agent for the First Lien Obligations (as defined in the Intercreditor Agreement, dated as of June 1, 2007 (the “Original Intercreditor Agreement”), by and among the parties hereto), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and THE BANK OF NEW YORK, in its capacity as collateral agent for the Second Lien Obligations (as defined in the Original Intercreditor Agreement), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the Original Intercreditor Agreement.

WORLDSPACE, INC.
Restricted Shares Agreement • June 27th, 2005 • WorldSpace, Inc • Radio broadcasting stations • Delaware

AGREEMENT made as of this [ ] day of [ ], [200_] (the “Date of Grant”) between WorldSpace, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), and [ ], residing at [ ] (hereinafter referred to as the “Participant”).

FACILITY AGREEMENT
Facility Agreement • January 7th, 2008 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS FACILITY AGREEMENT is made as of this 31st day of December 2007 (the “Agreement”) between WorldSpace, Inc. a Delaware corporation, (the “Company”) and Yenura Pte. Ltd., a company organized under the laws of Singapore (the “Investor”).

ASSET PURCHASE AGREEMENT by and among WORLDSPACE, INC., AFRISPACE, INC., WORLDSPACE SYSTEMS CORPORATION, WORLDSPACE SATELLITE COMPANY LTD. and YAZMI USA LLC Dated as of May 9, 2010
Asset Purchase Agreement • June 29th, 2010 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 9, 2010, is made by and among WORLDSPACE, INC., a Delaware corporation (“WorldSpace”), AFRISPACE, INC., a Maryland corporation (“AfriSpace”), WORLDSPACE SYSTEMS CORPORATION, a Delaware corporation (“WSC”), WORLDSPACE SATELLITE COMPANY LTD., a business company incorporated under the laws of the British Virgin Islands (“Satco” and together with WorldSpace, WSC and AfriSpace, the “Debtors” or “Sellers”), and YAZMI USA LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used in this Agreement are defined or cross referenced in Article 15.

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

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

ROYALTY AGREEMENT among STONEHOUSE CAPITAL LTD. WORLDSPACE, INC. WORLDSPACE INTERNATIONAL NETWORK INC. AND WORLDSPACE SATELLITE COMPANY LTD. Dated as of September 30, 2003
Royalty Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS ROYALTY AGREEMENT (this “Agreement”) dated as of September 30, 2003 (the “Execution Date”), is by and between (1) Stonehouse Capital Ltd., a Cayman Islands corporation (“Stonehouse”), and (2) WorldSpace, Inc., a Maryland corporation (“WSI”), WorldSpace International Network Inc., a company organized under the International Business Companies Act of the British Virgin Islands (“WIN”), WorldSpace Satellite Company Ltd., a company organized under the International Business Companies Act of the British Virgin Islands (“WSC”). WSI, WIN and WSC are collectively referred to as the “WorldSpace Parties.”

Time is Money Join Law Insider Premium to draft better contracts faster.