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 27, 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”). The DIP Credit Agreement was subsequently amended by three amendments dated as of January 6, 2009, January 29, 2009 and February 6, 2009, respectively.

On ~~January~~February 627, 2009, the Borrowers obtained the necessary ~~authorizations~~consents to further 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~~March 296, 2009. The Borrowers and the Lenders subsequently executed Amendment No. 13 to the DIP Credit Agreement, dated as of ~~January~~ February 627, 2009 (the “~~First~~Third Amendment”).

OnThe ~~January 30,~~foregoing ~~2009,~~description ~~the Borrowers obtained the necessary consents to amend the terms~~ of the ~~DIP~~Third ~~Credit~~Amendment ~~Agreement~~is ~~and~~qualified ain ~~related~~its ~~deadline~~entirety ~~for~~by the ~~completion~~text of ~~their~~the ~~sales~~Third ~~process to February 6~~Amendment, ~~2009. The Borrowers and Lenders subsequently executed~~ a ~~Bridge~~copy ~~Amendment~~of towhich ~~Debtor~~is infiled ~~Possession~~herewith ~~Credit Agreement, dated~~ as of ~~January 29,~~Exhibit ~~2009 (the “Bridge Amendment”)~~10.1.

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.


Exhibit 10.1		Amendment No. 3, dated as of February 27, 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~~March 4, 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. 13, dated ~~January~~as 6of February 27, 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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