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): ~~October 17~~February 6, ~~2008~~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 ~~(the “Court”)~~. In connection with these proceedings, on ~~October~~November 175, 2008, the Borrowers ~~obtained~~entered ~~commitments~~into ~~from Citadel Structured Products, Inc., Highbridge International LLC, OZ Master Fund, Ltd., and AG Offshore Convertibles, Ltd (together, the “Lenders”) to provide the Borrowers with~~ a ~~secured,~~Senior ~~super~~Secured ~~priority~~Super ~~debtor~~Priority inPriming ~~possession~~Debtor ~~credit facility~~in ~~consisting~~Possession ofCredit aAgreement ~~$13 million term loan~~ (the “DIP ~~Loan~~Credit Agreement”). ~~Each~~with ~~Lender~~Citadel isEnergy aHoldings ~~holder of~~LLC, orHighbridge ~~affiliated~~International ~~with~~LLC, aOZ ~~holder~~Master ofFund, ~~certain~~Ltd., ~~outstanding~~and ~~bridge~~Silver ~~notes~~Oak ~~and~~Capital ~~convertible~~LLC, ~~notes~~as ~~previously~~lenders ~~issued~~(collectively, by the ~~Company~~“Lenders”).

~~Outstanding~~On ~~borrowings~~January 6, ~~under~~2009, the ~~DIP~~Borrowers ~~Loan~~obtained ~~will~~the ~~bear~~necessary ~~interest~~authorizations atto ~~LIBOR~~amend ~~plus~~the aterms ~~margin~~ of ~~12%.~~the ~~Subject~~DIP Credit Agreement to ~~approval~~extend bythe final maturity date of the ~~Court~~DIP ~~and~~Credit toAgreement ~~certain~~and ~~additional restrictions,~~a ~~the~~related ~~proceeds~~deadline ~~from~~for the ~~DIP~~completion ~~Loan~~of ~~will~~their besales ~~used,~~process ~~among~~to ~~other things~~January 29, to2009. ~~pay~~The ~~specified~~Borrowers ~~payroll~~and ~~disbursements,~~the ~~agreed~~Lenders ~~expenses~~subsequently ~~and~~executed ~~costs~~Amendment ~~related~~No. 1 to the ~~restructuring~~DIP Credit Agreement, dated as of January 6, 2009 (the “First Amendment”).

~~The~~On ~~obligations~~January 30, of2009, the Borrowers ~~under~~obtained the ~~DIP~~necessary ~~Loan~~consents ~~will~~to beamend the ~~guaranteed~~terms ~~jointly and severally by certain subsidiaries~~ of the ~~Company~~DIP ~~other~~Credit ~~than~~Agreement ~~the Borrowers.~~and ~~Subject~~a torelated ~~exceptions,~~deadline ~~the~~for ~~Company will be required to make certain mandatory prepayments of~~ the ~~DIP~~completion ~~Loan from net proceeds~~ of ~~certain~~their ~~asset~~sales ~~dispositions,~~process ~~casualty~~to ~~and~~February ~~condemnation~~6, ~~equity issuances and permitted indebtedness~~2009. The ~~DIP Loan~~Borrowers ~~will~~and beLenders ~~secured~~subsequently byexecuted ~~first~~a ~~priority~~Bridge ~~liens~~Amendment to Debtor in, ~~among~~Possession ~~other~~Credit ~~things~~Agreement, ~~all~~dated ~~presently~~as ~~owned and hereafter acquired assets~~ of January 29, 2009 (the ~~Borrowers~~“Bridge Amendment”).

~~The~~On ~~DIP~~February ~~Loan~~6, ~~will~~2009, ~~include~~the ~~affirmative,~~Borrowers ~~negative~~obtained ~~and~~the ~~financial~~necessary ~~covenants~~authorizations ~~that~~to further ~~impose~~amend ~~substantial~~the ~~restrictions~~terms onof the ~~financial~~DIP ~~and~~Credit ~~business~~Agreement ~~operations~~to, among other things, extend the maturity date of the ~~Company,~~DIP ~~including~~Credit ~~its~~Agreement ~~ability~~and toa ~~incur~~related ordeadline ~~secure~~for ~~debt,~~the ~~make~~completion ~~investments~~of their sales process to February 27, ~~sell~~2009. The Borrowers and the ~~assets~~Lenders subsequently executed Amendment No. 2 to the DIP Credit Agreement, ~~pay~~dated ~~dividends~~as orof ~~make~~February 6, ~~acquisitions~~2009 (the “Second Amendment”).

The ~~DIP~~foregoing ~~Loan~~descriptions ~~will~~of ~~contain~~the ~~events~~First ofAmendment, ~~default~~the ~~customary~~Bridge ~~for~~Amendment ~~debtor-~~and the Second Amendment are qualified in~~-possession~~ ~~financings~~their entirety to the texts of the First Amendment, the Bridge Amendment and the Second Amendment, copies of which are filed ~~this~~herewith ~~type~~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 Summary of Terms and Conditions of Proposed $13,000,000 Secured Priority Priming Debtor in Possession Facility, dated October 17, 2008.


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: ~~October 23~~February 9, ~~2008~~2009


WORLDSPACE, INC. (Registrant)

By:		/s/ Donald J. Frickel
Name:		Donald J. Frickel
Title:		Executive Vice President, General and Secretary

EXHIBIT INDEX

Number		Exhibit
10.1		Summary of Terms and Conditions of Proposed $13,000,000 Secured Priority Priming Debtor in Possession Facility, dated October 17, 2008.
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.

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