WORLDSPACE, INC. SUMMARY OF TERMS ANDCONDITIONS PROPOSED $13,000,000 SECURED SUPER PRIORITYPRIMING DEBTOR IN POSSESSION FACILITY

Closing Date;

Subsequent Advances:

(a)     Weekly CRO report (in form and substance satisfactory to the Lenders) that contains: (i) weekly comparison of actual performance to Budget, with explanations for any variance by line item; (ii) cumulative comparison of actual performance to Budget, with explanations for any variance by line item; (iii) CRO certification that no proceeds of the DIP Loan have been used for any item not set forth in the

Budget (the “CRO Report”). Borrower will grant access and cooperate with the Lenders’ financial advisors and any other consultants engaged from time to time at the direction of the Lenders.

(b)     In accordance with the Budget, maintenance of properties and insurance, payment of taxes, compliance with laws, licenses, contracts, and permits; preparation of and compliance with Budget; ERISA covenants.

(c)     Limitations on indebtedness, guarantees, liens, investments, loans, mergers, permitted acquisitions, and transactions with affiliates.

(d)     No dividends and distributions.

(e)     Limitations on asset sales, except those in the ordinary course of business, without the Lenders’ consent.

(f)      The Borrower shall have filed its schedules and statement of affairs with the Bankruptcy Court no later than within 45 days after commencement of the Case.

(g)     The Borrower shall obtained an order of the Bankruptcy Court setting the last day to file claims in the Cases no later than within 45 days after commencement of the Case.

(h)     The Borrower shall have filed a motion with the Bankruptcy Court seeking approval of the retention of Bob Schmitz of QT Advisors as CRO no later than 3 days after commencement of the Case.

(i)      The Borrower shall have filed a motion with the Bankruptcy Court seeking approval of payment of critical vendors acceptable to the Lenders no later than 3 business days after commencement of the Case.

(j)      The Borrower shall have made available to potential interested bidders no later than 10 business days after the Petition Date a data room containing all material information relating to the Borrower, the Guarantors and their respective subsidiaries and affiliates, their respective businesses, operations, financing and contractual relationships and such other matters as are reasonably requested to be provided by any such interested party.

(k)     The Borrower shall have prepared and made available to potential interested parties no later than 10 business days after the Petition Date, an information memorandum

regarding the Borrower, the Guarantors and their respective subsidiaries and affiliates, their businesses, historical operations, prospects and financial information in form customary for proposed sale transactions of this type.

(l)      Cause AsiaSpace and WSC to cooperate with the Lenders or any stalking horse or other potential buyer of the assets of the Borrower, on a filing as debtors under the Case, or if so requested, under applicable insolvency laws of Australia or BVI, as applicable, provided, that nothing herein shall obligate AsiaSpace or WSC to commence a bankruptcy case or proceeding under any insolvency law.

(m)    The Borrower and the Lenders shall negotiate in good faith to finalize the documentation within 7 days of the Petition Date.

(n)     The Borrower shall file the motion to approve the Interim Order within 2-business days following the finalization of the documentation.

(a)     Failure to pay interest, principal, or fees when due; any representation or warranty found to be materially incorrect; breach of any affirmative, negative or financial covenant; any post-petition judgment in excess of an amount to be agreed or which would operate to divest the Borrower of any assets; the Borrower being enjoined from conducting business; disruption of business operations of the Borrower for more than a period to be agreed; material damage to or loss of assets; failure to comply with the Budget (defined below) within agreed variances; conversion of the Case to a case under Chapter 7 of the Bankruptcy Code; the dismissal of the Case; the appointment in the Case of a Chapter 11 trustee or an examiner with expanded powers; the grant of any super priority administrative expense claim or any lien which is pari passu with or senior to those of the Lenders; any payment of pre-petition debt (other than customary first day orders acceptable to the Lenders); the Bankruptcy Court’s entry of an order granting relief from the automatic stay to permit foreclosure of security interests in assets of the Borrower of a value in excess of an amount to be agreed; or failure of the Bankruptcy Court to enter, within 40 days following the Petition Date, a final order (the

“Final Order”) in form and substance satisfactory to the Lenders with respect to those matters covered by the Interim Order and permitting extensions of credit under the DIP Loan not to exceed $13,000,000 in principal amount (inclusive of the Emergency Order Amount and Interim Order Amount); any reversal, revocation or modification without the consent of the Lenders of such order or any other order of the Bankruptcy Court with respect to the Case and affecting the Facility;

(b)     Failure of the Debtors to file within 40 days after the Petition Date a motion for approval of bidding and sale procedures for the sale of all or substantially all of the assets of the Borrower (including, without limitation, the preservation of the Lenders’ rights to credit bid under Section 363(k) of the Bankruptcy Code), including, if applicable, approval of a stalking horse bidder, asset purchase agreement and required good faith deposit.

(c)     Failure of the Debtors to obtain within 60 days after Petition Date an order of the Bankruptcy Court, which is in form and substance reasonably satisfactory to the Lenders, approving the bidding and sale procedures, including, if applicable, approval of a stalking horse bidder, asset purchase agreement and required good faith deposit from the “stalking horse” bidder within three business days following entry of such order.

(d)     Failure of the Debtors to obtain within 90 days after the Petition Date an order of the Bankruptcy Court, which is in form and substance reasonably satisfactory to the Lenders, approving either (i) the sale of all or substantially all of the assets of the Borrower or (ii) a sale of less than all or substantially all of the assets of the Borrower, the net proceeds of which are sufficient to repay in full in cash all obligations under the Facility and the Prepetition Notes.

(e)     Failure of the Interim Order to be entered on or before 7 days after filing of the motion to approve the Interim Order.

(f)      Documentation will also include Events of Default similar to those in the Prepetition Notes.

(a)     Commencement of the Case (the “Petition Date”) on or prior to October 16, 2008;

(b)     The Bankruptcy Court shall have entered an emergency interim order (the “Emergency Order”) in form and substance satisfactory to the Lenders authorizing the transactions contemplated by the Facility, the granting of superpriority claim status and the liens contemplated hereby, extensions of credit under the DIP Loan in an amount not greater than the sum of $2,000,000 (the “Emergency Order Amount”), and setting a time limit acceptable to the Lenders for challenges to the Prepetition Notes, which order shall not have been reversed, modified, amended or stayed.

(c)     Prior to making the DIP loan available upon the Interim Order, the Bankruptcy Court shall have entered an interim order (the “Interim Order”) in form and substance satisfactory to the Lenders confirming the authorization of the transactions contemplated by the Facility, the granting of superpriority claim status and the liens contemplated hereby, and authorizing extensions of credit under the DIP Loan in an amount not greater than the sum of $6,500,000 million, which amount is inclusive of the Emergency Order Amount (the “Interim Order Amount”), which order shall not have been reversed, modified, amended or stayed.

(d)     Prior to making the full amount of the DIP Loan available, the Bankruptcy Court shall have entered a final order (the “Final Order”) in form and substance satisfactory to the Lenders confirming the authorization of the transactions contemplated by the Facility, the granting of superpriority claim status and the liens contemplated hereby, authorizing extensions of credit under the DIP Loan in an amount not greater than $13,000,000 (inclusive of the Emergency Order Amount and Interim Order Amount) and making such good faith findings and covering such other matters as required by the Lenders, which order shall not have been reversed, modified, amended or stayed.

(e)     Negotiation, execution and delivery of loan, guarantee and collateral security documentation satisfactory to the Lenders containing representations and warranties, conditions, provisions for capital adequacy and additional costs, covenants, events of default and waivers customary in debtor in possession financing documents, including, without limitation, those representations, warranties, covenants, events of default and waivers referred to above; completion of all filings and recordings necessary to provide the Agent for the benefit of the Lenders with perfected liens and security interests in the collateral and of the priority contemplated herein. Full credit and security documentation (including perfection of non-Debtor collateral) shall be required prior to advancing the Interim Order Amount, with requirements at the time of the Emergency Order to be agreed.

(f)      Receipt by the Lenders of satisfactory corporate resolutions, legal opinions and other evidence of appropriate corporate authorization by Borrower and Guarantors of the proposed transactions;

(g)     There shall have occurred no material adverse change in (i) the assets of the Borrower or Guarantors or the value or marketability of the Collateral since the Petition Date (other than the commencement of the Cases), (ii) the ability of the Borrower or Guarantors to perform their obligations under the loan documents, or (iii) the ability of the Lenders to enforce the loan documents and the obligations of the Borrower and Guarantors thereunder;

(h)     Receipt by the Lenders of proposed budget and weekly CRO Report. For the term of the Facility, the Lenders shall have agreed with the Borrower on a weekly cash budget which shall include line item entries for professional fees and expenses by firm (as amended from time to time with the consent of the Lenders, the “Budget”) to which, with variances to be agreed (to be applicable solely following entry of the Interim Order), but not to exceed 10% by line item, the Borrower will be required to comply for purposes of the Facility; and

(i)      Bob Schmitz of QT Advisors shall be in place as CRO and operating as of the first day of the Case, provided, however, that an order approving the retention of Mr. Schmitz need not have been entered as of that date.

(j)      Receipt by the Lenders of written consent to and waiver of objection to the Facility and sale process described herein from each of Yenura Pte. Limited and Noah Samara.

(a)     No continuing default or continuing event of default shall exist after giving effect to the proposed extension of credit;

(b)     Representations and warranties shall be true and correct in all material respects at the date of each extension of credit except to the extent that such representations and warranties expressly relate to a prior date, in which case they shall be true and correct in all material respects as of such earlier date; and

(c)     Receipt of a notice of borrowing from the Borrower (the request for and the acceptance of each borrowing or letter of credit shall constitute a representation and warranty that the conditions to each extension of credit shall have been satisfied).