Amendment, Redemption and Exchange Agreement Sample Contracts

FORM OF AMENDMENT, REDEMPTION AND EXCHANGE AGREEMENT
Amendment, Redemption and Exchange Agreement • June 4th, 2007 • WorldSpace, Inc • Radio broadcasting stations • New York

AMENDMENT, REDEMPTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June 1, 2007, by and among Worldspace, Inc., a Delaware corporation (the “Company”), each of the Company’s subsidiaries listed on Exhibit A attached hereto, each of which shall guarantee the Notes (as defined below) (the “Guarantors”) and the investor specified on the signature pages hereto (the “Investor”).