FIRST LIEN PLEDGE AND SECURITY AGREEMENT

Exhibit 99.6

FIRST LIEN

PLEDGE AND

SECURITY AGREEMENT

by

WORLDSPACE, INC.,

GUARANTORS

as Pledgors

and

THE BANK OF NEW YORK,

as Collateral Agent

Dated as of June 1, 2007

TABLE OF CONTENTS

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EXHIBITS:

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SECURITY AGREEMENT

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 ”).

R E C I T A L S :

A. In connection with the transactions (the “ Redemption and Exchange Transaction ”) contemplated by that certain Amendment, Redemption and Exchange Agreement, dated as of June 1, 2007 (as the same may be amended, modified or supplemented from time to time, the “ Exchange Agreement ”), among WorldSpace and the Investors (as such term is defined therein), the Investors have agreed to exchange $45,000,000 principal amount of Existing Notes (as such term is defined in the Exchange Agreement) for first lien bridge notes (the “ Bridge Notes ”) in the aggregate principal amount of $45,000,000.

B. To secure the due and prompt payment and performance by the Pledgors of the Obligations under the Bridge Notes, the Investors required the Pledgor to execute and deliver a security agreement to the Collateral Agent and to pledge the security herein referred to;

C. Each Guarantor has or will, pursuant to the Bridge Notes, unconditionally guarantee the Secured Obligations;

D. WorldSpace and each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Bridge Notes and each is, therefore, willing to enter into this Agreement;

E. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations;

F. That certain Intercreditor Agreement, dated on or around the date hereof, between the Pledgors, the Collateral Agent, the Second Lien Collateral Agent and the other parties thereto (as the same may be amended, modified or supplemented from time to time, the “ Intercreditor Agreement ”) governs the relative rights and priorities of the Secured Parties and the Second Lien Secured Parties with respect to the Pledged Collateral; and

It is a condition to the transaction contemplated by the Exchange Agreement that each Pledgor execute and deliver the applicable Security Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions .

(a) Unless otherwise defined herein or in the Bridge Notes, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“ Accounts ”; “ Bank ”; “ Chattel Paper ”; “ Commercial Tort Claim ”; “ Commodity Account ”; “ Commodity Contract ”; “ Commodity Intermediary ”; “ Documents ”; “ Electronic Chattel Paper ”; “ Entitlement Order ”; “ Equipment ”; “ Financial Asset ”; “ Fixtures ”; “ Goods ”; “ Inventory ”; “ Letter-of-Credit Rights ”; “ Letters of Credit ”; “ Money ”; “ Payment Intangibles ”; “ Proceeds ”; “ Records ”; “ Securities Account ”; “ Securities Intermediary ”; “ Security Entitlement ”; “ Software ”, “ Supporting Obligations ”; and “ Tangible Chattel Paper .”

(b) Terms used but not otherwise defined herein that are defined in the Bridge Notes shall have the meanings given to them in the Bridge Notes.

(c) The following terms shall have the following meanings:

“ Account Debtor ” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“ Agreement ” shall have the meaning assigned to such term in the Preamble hereof.

“ Australian Pledgor ” shall mean AsiaSpace Limited, a company incorporated under the laws of Australia.

“ Bridge Notes ” shall have the meaning assigned to such term in Recital A hereof.

“ BVI ” shall mean the British Virgin Islands.

“ BVI Pledgor ” shall mean WorldSpace Satellite Company Ltd, a BVI Business Company first incorporated on 13 December 1996 as an international business company under the International Business Companies Act (Cap.291) of the BVI and automatically re-registered on 1 January 2007 under the BVI Business Companies Act, 2004 of the BVI.

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“ BVI Securities ” shall mean the shares of US$1.00 each par value in the capital of the BVI Pledgor.

“ Collateral Agent ” shall have the meaning assigned to such term in the Preamble hereof.

“ Collateral Support ” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“ Commodity Account Control Agreement ” shall mean a control agreement in a form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Commodity Account.

“ Communications Laws ” shall mean the Communications Act of 1934, as amended, and the rules, regulations and published policies of the Federal Communications Commission promulgated thereunder.

“ Contracts ” shall mean, collectively, with respect to each Pledgor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof and the Intellectual Property Contracts.

“ Control ” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“ Control Agreements ” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

“ Copyrights ” shall mean all United States and non-United States copyrights (including copyrights in Software) and mask works, whether registered or unregistered, together with any and all (i) registrations and applications for registration thereof, (ii) renewals and extensions thereof, (iii) rights and privileges arising under applicable law and international treaties and conventions, (iv) income, fees, royalties, damages, claims and payments due and payable with respect thereto, and (v) rights to sue and collect damages for past, present and future infringement thereof.

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“ Default ” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“ Deposit Account Control Agreement ” shall mean an agreement substantially in the form of Exhibit 5 hereto or such other form that is satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.

“ Deposit Accounts ” shall mean, collectively, with respect to each Pledgor, all “deposit accounts” as such term is defined in the UCC and shall include all cash, funds, checks, notes and Instruments from time to time on deposit in any of the deposit accounts.

“ Distributions ” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“ Equity Interest ” shall mean any interest in a Person constituting a share of stock or a partnership or membership interest or other right, participation, interest or other equivalent in a Person including, without limitation, any convertible or non-convertible debt instruments and any warrants or options to purchase any of the foregoing.

“ Event of Default ” shall mean any Event of Default under the Bridge Notes.

“ Exchange Agreement ” shall have the meaning assigned to such term in the Preamble hereof.

“ Export Control Laws ” shall mean any laws, orders, or regulations of any Governmental Authority, or authorizations issued thereunder, governing the export, reexport, or transfer of defense articles, technology or services or dual-use goods, software or technology, including but not limited to the United States International Traffic In Arms Regulations 22 CFR Parts 120-130.

“ FCC Licenses ” shall mean those licenses and authorizations issued by the Federal Communications Commission held by any Pledgor.

“ General Intangibles ” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and

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indemnifications on, or of, any of the Pledged Collateral, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery Software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“ Governmental Authority ” means the government of the United States of America and any state, commonwealth, territory, possession, county, or municipality thereof, or the government of any political subdivision of any of the foregoing, any foreign government, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

“ Guarantors ” shall have the meaning assigned to such term in the Preamble hereof.

“ Indebtedness ,” of any Person means, without duplication (a) all indebtedness for borrowed money, (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services including, without limitation, “capital leases” in accordance with U.S. generally accepted accounting principals (other than trade payables entered into in the ordinary course of business), (c) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (f) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (g) all indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or

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assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (h) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above.

“ Instruments ” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“ Intellectual Property Collateral ” shall mean all of the following owned or hereafter acquired by each of the Pledgors: (a) Copyrights, (b) Patents, (c) Proprietary Information, (d) Trademarks, (e) Intellectual Property Contracts, (f) any other intellectual or industrial property, and (g) all original tangible embodiments or other source materials, in any format or medium.

“ Intellectual Property Contracts ” shall mean all contracts, agreements, permits, consents, orders and franchises, to which a Pledgor is a party or a beneficiary, relating to the license, development, use or disclosure of any of the Intellectual Property Collateral or the intellectual property of third parties, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“ Intercompany Notes ” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule   9 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“ Intercreditor Agreement ” shall have the meaning assigned to such term in the recitals hereto.

“ Investment Property ” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“ Investors ” shall have the meaning assigned to such term in the recitals hereto.

“ IP Security Agreement ” shall mean an agreement substantially in the form of Exhibit 6 hereto.

“ IP Security Agreement Supplement ” shall mean an agreement substantially in the form of Exhibit 7 hereto.

“ Joinder Agreement ” shall mean an agreement substantially in the form of Exhibit 3 hereto.

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“ Landlord Access Agreement ” shall be an agreement in form substantially similar to Exhibit 9 hereto or such other form reasonably acceptable to the Collateral Agent.

“ Letter-of-Credit Right ” shall mean all “letter-of-credit rights” (as defined in the UCC) and also means and includes all rights of a Pledgor to demand payment or performance under a letter of credit (as defined in the UCC).

“ NOAA Licenses ” shall mean those licenses and authorizations issued by the National Oceanic and Atmospheric Administration held by any Pledgor.

“ NOAA Rules ” shall mean all the rules, regulations and published policies of the National Oceanic and Atmosphere Administration, including without limitation those governing the licensing and operation of private land remote-sensing space systems published at 15 CFR § 960 et seq .

“ Notes ” shall mean the second lien Convertible Notes (as defined in the Bridge Notes).

“ Organizational Documents ” shall mean for any entity, its constituent or organizational documents, including: (a) in the case of a limited partnership, its certificate of limited partnership and its limited partnership agreement; (b) in the case of a limited liability company, its certificate of formation or organization and its operating agreement or limited liability company agreement; (c) in the case of a corporation, its articles or certificate of incorporation and its bylaws, and, in each case, all related documentation, including any side letters and (d) in the case of the BVI Pledgor shall mean the memorandum and articles of association of the BVI Pledgor as filed with the Registrar.

“ Patents ” shall mean all United States and non-United States patents, patent applications, statutory invention registrations, designs and utility models, together with any and all (i) registrations and applications for registration thereof, (ii) reexaminations, reissues, divisions, continuations, supplemental protection certificates, renewals and extensions thereof, (iii) inventions disclosed, described or claimed therein, (iv) rights and privileges arising under applicable law and international treaties and conventions, (v) income, fees, royalties, damages, claims and payments due and payable with respect thereto, and (vi) rights to sue and collect damages for past, present and future infringement thereof.

“ Perfection Certificate ” shall mean that certain perfection certificate dated June 1, 2007 executed and delivered by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof.

“ Permitted Liens ” shall mean the permitted liens set forth in Schedule 3.3A hereto.

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“ Pledge Amendment ” shall have the meaning assigned to such term in Section 5.1 hereof.

“ Pledged Collateral ” shall have the meaning assigned to such term in Section 2.1 hereof.

“ Pledged Securities ” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer (except non-U.S. issuers (other than the Australian Pledgor and the BVI Pledgor) where the amount shall be 65%) set forth on Schedules 3(d) and 3(f) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests. For the avoidance of doubt, “Pledged Securities” shall include the BVI Securities.

“ Pledgor ” shall have the meaning assigned to such term in the Preamble hereof.

“ Proprietary Information ” shall mean all confidential or proprietary information, together with the rights to limit the disclosure thereof in any jurisdiction, including, without limitation, trade secrets, know how, technology, inventions and discoveries (whether patentable or not), data, databases, security and encryption codes and passwords, research and development projects, customer and supplier information, and business and marketing plans, together with any and all (i) registrations and applications for registration thereof, (ii) renewals and extensions thereof, (iii) rights and privileges arising under applicable law and international treaties and conventions, (iv) income, fees, royalties, damages, claims and payments due and payable with respect thereto, and (v) rights to sue and collect damages for past, present and future infringement, misappropriation or violation thereof.

“ Receivables ” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments, (vi) Letter-of-Credit Rights, (vii) Supporting Obligations and (viii) other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services

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rendered or to be rendered, regardless of how classified under the UCC together with all of Grantors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“ Redemption and Exchange Transaction ” shall have the meaning assigned to such term in the Preamble hereof.

“ Redemption and Exchange Transaction Documents ” shall mean the Exchange Agreement, Bridge Notes, the Convertible Notes, the Intercreditor Agreement, the Second Lien Security Agreement and all other documents and agreements executed in connection with the Redemption and Exchange Transaction.

“ Register of Members ” shall mean the register of members of the BVI Pledgor.

“ Register of Mortgages ” shall mean the register of mortgages, charges and encumbrances of the BVI Pledgor.

“ Registered Agent ” shall mean the registered agent of the BVI Pledgor in the BVI, as amended from time to time.

“ Registrar ” shall mean the registrar of corporate affairs in the BVI.

“ Required Holders ” shall mean the holders of Bridge Notes representing at least a majority of the aggregate principal amount of the Bridge Notes then outstanding.

“ Satellites ” shall mean (i) the AfriStar and AsiaStar satellites and (ii) any fully or partially constructed satellite owned by a Pledgor or any of its Subsidiaries.

“ Second Lien Collateral Agent ” shall mean the collateral agent appointed pursuant to the terms of the Second Lien Security Agreement.

“ Second Lien Secured Parties ” shall mean the secured parties as defined in the Second Lien Security Agreement.

“ Second Lien Security Agreement ” shall mean the Security Agreement, dated on or around the date hereof, by and among WorldSpace, the Investors and the other parties thereto.

“ Secured Obligations ” shall mean (i) all fees, expenses, indemnities, obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing to the Collateral Agent and the Investors under the Bridge Notes and the Security Documents and the due performance and compliance by the Pledgors with all of the terms, conditions and agreements contained in the Bridge Notes and the Security Documents; (ii) any and all sums advanced by the

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Collateral Agent in accordance with the Bridge Notes or any of the Security Documents in order to preserve the Pledged Collateral or preserve its security interest in the Pledged Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgors referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.

“ Secured Parties ” shall mean, collectively, the Collateral Agent, the Investors and the holders of any other Secured Obligations.

“ Secured Party Officer ” shall mean any officer or other authorized Person of a Secured Party.

“ Secured Party Officer Certificate ” shall mean a certificate executed by a Secured Party Officer of a Secured Party or by its agent or other representative.

“ Securities Account Control Agreement ” shall mean an agreement substantially in the form of Exhibit 4 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities Account.

“ Securities Collateral ” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“ Security Documents ” shall mean this Agreement, the Control Agreements, the IP Security Agreement and any other document or agreement required to be executed or filed by the parties hereto in order for the Secured Parties to perfect their security interest in the Pledged Collateral.

“ Subsidiary ” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.

“ Trademarks ” shall mean all United States (including federal and state) and non-United States trademarks, service marks, trade names, brand names, fictitious names, trade dress, certifications marks, collective marks, corporate names, domain names, slogans, logos and other identifiers of source, origin or goodwill, together with the goodwill associated therewith or symbolized thereby, together with any and all (i) registrations and applications for registration thereof, (ii) renewals and extensions thereof, (iii) rights and privileges arising under applicable law and international treaties and conventions, (iv) income, fees, royalties, damages, claims and payments due and payable with respect thereto, and (v) rights to sue and collect damages for past, present and future infringement, dilution, impairment or violation thereof or unfair competition therewith.

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“ UCC ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

SECTION 1.2. Interpretation . The rules of interpretation specified in the Bridge Notes shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities . Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party ( i.e ., the Secured Parties (other than the Collateral Agent)) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate . The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Security Interest . Subject to the terms of the Intercreditor Agreement, as collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “ Pledged Collateral ”):

(i) all Accounts;

(ii) all Receivables;

(iii) all Goods, including Equipment, Inventory and Fixtures;

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(iv) the Satellites and associated equipment, including all ground segment equipment for tracking, telemetry, control and monitoring of the Satellites and any agreement relating to any of the Satellites or associated equipment (including any agreement for the construction and/or purchase of any Satellite and any policy of insurance covering risk of loss or damage to any Satellite);

(v) all Documents, Instruments and Chattel Paper;

(vi) all Letters of Credit and Letter-of-Credit Rights;

(vii) all Securities Collateral;

(viii) all Investment Property;

(ix) all Intellectual Property Collateral;

(x) all Commercial Tort Claims, including the Commercial Tort Claims described on Schedule   3(k) to the Perfection Certificate;

(xi) all General Intangibles;

(xii) all Money and all Deposit Accounts;

(xiii) all Supporting Obligations;

(xiv) all rights of such Pledgor under or relating to the FCC Licenses and the proceeds of any FCC Licenses, provided that such security interest does not include at any time any FCC Licenses to the extent (but only to the extent) that at such time such Pledgor may not validly grant a security interest therein pursuant to the Communications Laws, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to the FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses;

(xv) all books and records relating to the Pledged Collateral; and

(xvi) to the extent not covered by clauses (i) through (xv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing (including the proceeds of any FCC License) and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Pledgor shall be deemed to have granted a security interest in (i) any FCC

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License, except at such times and to the extent set forth in clause (xiv) above, (ii) any lease, license (other than FCC Licenses), permit, contract, property right, agreement or Contract to which any Pledgor is a party or under which any Pledgor has any right or interest if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, permit, contract, property right, agreement or Contract (other than to the extent that any such term would be rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principle of equity); provided , however , that such security interest shall attach immediately to any portion of such lease, license, permit, contract, property rights or agreement that does not result in any of the consequences specified above, (iii) any real property leasehold, unless a Pledgor has executed a leasehold mortgage or leasehold deed of trust covering such real property leasehold, (iv) Equity Interests that represent more than 65% of the voting power of all classes of stock of a controlled foreign corporation (other than the BVI Pledgor and the Australian Pledgor, with respect to which WorldSpace shall grant a security interest in all of Equity Interests representing the voting stock of all classes of stock in such entities) if, and solely to the extent that, the inclusion of such shares of stock hereunder would cause the undistributed earnings of such foreign corporation as determined for United States federal income tax purposes to be treated as a deemed repatriation of the earnings of such foreign corporation to such foreign corporation’s United States parent for United States federal income tax purposes, or (v) any United States intent-to-use trademark applications prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith to the extent that a grant of a security interest therein violates 15 U.S.C. § 1060(a)(1) or applicable law; provided that upon the filing and acceptance of a statement of use or an amendment to allege use in connection therewith, such United States intent-to-use trademark application shall be automatically included as part of the Pledged Collateral without further action by any Pledgor, the Collateral Agent or any other person.

Notwithstanding anything to the contrary contained in this Section 2.1 or elsewhere in this Agreement, each Pledgor and the Collateral Agent (on behalf of the Secured Parties) acknowledges and agrees that:

(a) the security interest granted pursuant to this Agreement (including pursuant to this Section 2.1) to the Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral pursuant to this Agreement, shall be a first priority Lien;

(b) the security interests granted to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties constitute security interests separate and apart (and of a different class and claim) from the Secured Parties’ security interests in the Pledged Collateral; and

(c) the Collateral Agent shall have no obligation to arrange to have any action taken with respect to any Pledged Collateral located in France until such time that a sub-collateral agent has been duly appointed in France.

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NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT IN ANY PLEDGED COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

SECTION 2.2. Filings .

(a) Each Pledgor hereby irrevocably authorizes the Collateral Agent, its officers, employees and authorized agents at any time and from time to time to file, in the name of such Pledgor or otherwise and without the signature or other separate authorization or authentication of such Pledgor appearing thereon, in any relevant jurisdiction any financing statements (including fixture filings), continuation statements or amendments the Collateral Agent may reasonably deem necessary or appropriate to further perfect or maintain the perfection of the Security Interests, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such The foregoing authorization and other authorizations contained in this Section 2.2 shall be deemed a permissive right only and shall not be considered an obligation. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. Each Pledgor agrees that, except to the extent that any filing office requires otherwise, a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Pledgors shall pay the costs of, or reasonably incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the Collateral. All parties hereto agree that in no event shall the Collateral Agent be obligated to or responsible for preparing or filing any financing statements, continuation statements or amendments thereof.

(b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office and the United States Copyright Office (or any successor office and any similar office in any other country), including this Agreement, the IP Security Agreement and the IP Security Agreement Supplement, or other documents for the

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purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

(d) Without prejudice to any other provision of this agreement, the BVI Pledgor hereby agrees as follows:

(i) immediately following execution of this agreement, it shall create (or procure that the Registered Agent creates) and, for such time as this agreement remains in force and has not been discharged, maintain (or shall procure that the Registered Agent shall maintain), the Register of Mortgages at its registered office in the BVI which contains particulars of this agreement in a form satisfactory to the Collateral Agent or its nominated adviser;

(ii) within 5 Business Days of the execution of this agreement, it shall file (or shall procure that the Registered Agent shall file) and, for such time as this agreement remains in force and has not been discharged, maintain filed (or shall procure that the Registered Agent shall maintain filed), a copy of the Register of Mortgages with the Registrar and apply for a certificate of charge;

(iii) immediately upon receipt from the Registrar, it shall deliver (or shall procure that the Registered Agent shall deliver) to the Collateral Agent or its nominated adviser certified copies of the stamped Register of Mortgages and the stamped certificate of charge.

(iv) within 3 Business Days of the execution of this agreement, it shall make (or procure that the Registered Agent makes) a notation within the Register of Members that the Collateral Agent has a pledge over the BVI Securities and provide an address for the Collateral Agent;

(v) within 3 Business Days of the execution of this agreement, it shall file (or shall procure that the Registered Agent shall file) an annotated copy of its Register of Members with the Registrar;

(vi) immediately upon receipt from the Registrar, it shall deliver (or shall procure that the Registered Agent shall deliver) to the Collateral Agent or its nominated adviser a certified copy of the stamped Register of Members.

(e) If any Pledgor should obtain any further Pledged Securities being BVI Securities then, without prejudice to the provisions of Section 5.1 hereto, the BVI Pledgor shall repeat all steps set out at Section 2.2(d)(iv) to (vi) inclusive in respect of such BVI Securities.

(f) If the Collateral Agent shall take possession of the BVI Securities in accordance with Article IX hereto, then the BVI Pledgor shall (or procure that the Registered Agent shall), within two Business Days of the transfer of the BVI Securities to the Collateral Agent pursuant to the provisions of that Article IX, update the Register of Members to record that the Collateral Agent is the registered holder of the BVI Securities and file (or procure that the Registered Agent shall file) an updated copy of its Register of Members with the Registrar.

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ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral . Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within five days after receipt thereof by any Pledgor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral . Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, use commercially reasonable efforts to, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such

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Pledged Securities under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) cause the Organizational Documents of each such issuer that is a Subsidiary of the Issuer to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1 .

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest . Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral have been filed, or it will cause all such financing statements, agreements, instruments and other documents to be filed, in each governmental, municipal or other office specified in Schedule   3.3A hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens set forth in Schedule 3.3B hereto.

SECTION 3.4. Other Actions . In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral, subject always to the terms of the Intercreditor Agreement:

(a) Instruments and Tangible Chattel Paper . As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule   8 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule   8 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

(b) Deposit Accounts . As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule   3(g) to the Perfection Certificate. Each Pledgor hereby grants to the Collateral Agent a first priority security interest in each such Deposit Account, which security interest is or will be perfected by Control. No later than 30 days after the Closing Date, each Pledgor will execute a Control Agreement with respect to each

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Deposit Account listed in Schedule   3(g) to the Perfection Certificate. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall give the Collateral Agent written notice of its intention to establish such new Deposit Account with a Bank, and (2) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Deposit Account Control Agreement that imposes any indemnity or other obligation on the Collateral Agent.

(c) Securities Accounts and Commodity Accounts . (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule   3(f) to the Perfection Certificate. Each Pledgor hereby grants the Collateral Agent a first priority security interest in each such Securities Account and Commodity Account, which security interest is or will be perfected by Control no later than 40 days from after the Closing Date. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall give the Collateral Agent prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall duly execute and deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent.

(ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

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(d) Electronic Chattel Paper and Transferable Records . As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that the Collateral Agent will, at the request and expense of the Pledgor, arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control. The Pledgor will not make any such request if an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights . As of the date hereof, each Pledgor hereby represents and warrants that it holds no Letter-of-Credit Rights other than those listed in Schedule   9 to the Perfection Certificate. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor shall use it commercial reasonable efforts to either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Bridge Notes. The actions in the preceding sentence shall not be required to the extent that (A) the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clauses (i) and (ii) have not been taken, does not exceed $500,000 in the aggregate for all Pledgors or (B) such Letter of Credit is issued by a non-domestic customer of any Pledgor solely to support payment mechanisms in the ordinary course of business.

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(f) Commercial Tort Claims . As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule   3(k) to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall immediately notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $500,000 in the aggregate for all Pledgors.

(g) Landlord’s Access Agreements . Each Pledgor shall use its commercially reasonable efforts to obtain as soon as practicable after the date hereof with respect to each location set forth in Schedule 3.4(g) hereto, where such Pledgor maintains Pledged Collateral, a Landlord Access Agreement, and use commercially reasonable efforts to obtain a Landlord Access Agreement from all such landlords who from time to time have possession of any Pledged Collateral. A Landlord Access Agreement shall not be required if the value of the Pledged Collateral held at any such location is less then $250,000. The Collateral Agent shall have no obligation to execute and deliver any Landlord Access Agreement that imposes any indemnity or other obligation on the Collateral Agent.

SECTION 3.5. Joinder of Additional Guarantors . The Pledgors shall cause each Subsidiary of WorldSpace which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Bridge Notes, to execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Exhibit 3 hereto within thirty (30) days of the date on which it was acquired or created, and upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

SECTION 3.6. Supplements; Further Assurances . Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as necessary or as the Collateral Agent may in its reasonable judgment deem necessary in order to create and perfect, the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any

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jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral as contemplated by the Bridge Notes. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title . Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others, except for Permitted Liens. Such Pledgor has taken all actions necessary under the UCC to perfect its interest in any Receivables purchased by or assigned to it, as against its assignors and creditors of its assignors. No Collateral having a value individually or collectively in excess of $250,000 is in the possession or control of any Person (other than a Pledgor) asserting any claim thereto or security interest therein, except that the Collateral Agent or its designee may have possession and/or control of Collateral as contemplated hereby and by the other Redemption and Exchange Transaction Documents.

SECTION 4.2. Validity of Security Interest . The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule   3.3 hereto (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens. Notwithstanding anything to the contrary herein, no Pledgor shall be required to undertake any actions outside of the United States to perfect a Collateral Agent’s security interest in any Pledged Collateral located outside of the United States.

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SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral . Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein materially adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise materially impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

SECTION 4.4. Other Financing Statements . It has not filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement (or any other agreement with Collateral Agent) or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to the termination statements listed on Schedule 9 to the Perfection Certificate nor is any such financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) on file or of record in any jurisdiction.

SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of Organization

(a) No Pledgor will effect any change (i) to its legal name, (ii) in its identity or organizational structure, (iii) in its organizational identification number, if any, or (iv) in its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given the Collateral Agent written notice at least 30 days prior to such change clearly describing such change and providing such other information in connection therewith as the Collateral Agent may reasonably request and (B) it shall take all action necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral. No Pledgor shall in any event change the location of any Collateral or its name, identity, structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless such Pledgor has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in the Collateral do not lapse or cease to be perfected.

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(b) The Collateral Agent shall have no duty to inquire about any of the changes described in clause (a) above, the parties acknowledging and agreeing that each Pledgor is solely responsible to take all action described in Section 4.5(a) above.

SECTION 4.6. Location of Inventory and Equipment . It shall not move any Equipment or Inventory located in the United States to any location outside of the United States; except for any Equipment or Inventory (A) outside the United States for the purpose of constructing ground stations or (B) otherwise with a value in the aggregate not in excess of $500,000 during the term of this Agreement.

SECTION 4.7. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

SECTION 4.8. Consents, etc. No consent of any other Person (including, without limitation, any stockholder or creditor of any Pledgor or any of its Subsidiaries) and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by any Pledgor in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of the rights and remedies of the Collateral Agent pursuant to this Agreement, except as contemplated by this Agreement and except (i) as may be required to perfect (as described in Schedule 3.3A hereto) and maintain the perfection of the security interests created hereby, (ii) with respect to vehicles represented by a certificate of title, (iii) with respect to Receivables subject to the Federal Assignment of Claims Act or (iv) in connection with the disposition of the Collateral by Laws affecting the offering and sale of securities generally; provided , however , that the registration of Copyrights in the United States Copyright Office may be required to obtain a security interest therein that is effective against subsequent transferees under United States Federal copyright law. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.9. Pledged Collateral . All information set forth herein, including the schedules hereto (including Schedule 4.9 hereto), and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or held by the Pledgors.

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SECTION 4.10. Insurance . In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Bridge Notes. Each Pledgor hereby appoints the Collateral Agent as its attorney-in-fact, effective during the continuance of an Event of Default, to make proof of loss, claims for insurance and adjustments with insurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies. Each Pledgor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Pledgor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to any Pledgor.

SECTION 4.11. Intellectual Property Collateral . Each Pledgor represents and warrants that: (i) the Perfection Certificate sets forth a true and complete list of all patents, patent applications, trademark registrations and applications, copyright registrations and applications, domain name registrations and any other registered or applied for intellectual property, in each case, included in the Intellectual Property Collateral; (ii) subject to the security interest granted herein, each Pledgor owns all right, title and interest in and to its respective material Intellectual Property Collateral that is disclosed in the Perfection Certificate; (iii) with respect to each such item of the material Intellectual Property Collateral disclosed in the Perfection Certificate, each Pledgor has made or performed all filings, recordings and other acts, and has paid all required fees and taxes, to maintain and protect the validity and enforceability of all such material Intellectual Property Collateral in full force and in effect, and to reflect that such Pledgor is the current registered owner thereof; (iv) to the knowledge of each Pledgor, the material Intellectual Property Collateral is valid and enforceable; and (v) no item of the material Intellectual Property Collateral has been invalidated or held unenforceable, or is subject to any outstanding claim, action, litigation, opposition, cancellation, interference, nullification, reexamination or any other proceeding that may impair or render such item invalid or unenforceable.

SECTION 4.12. Litigation. Each Pledgor represents and warrants that there are no litigation, arbitration or administration proceedings presently current or pending or threatened against each or any Pledgor.

SECTION 4.13. Non-conflict. Each Pledgor represents and warrants that the entry into and performance by it of, and the transactions contemplated by, this agreement do not and will not: (i) conflict with any law or regulation or judicial or official order; (ii) conflict with the Organizational Documents of each or any Pledgor; or (iii) conflict with any document which is binding upon each or any Pledgor or any of their respective assets.

SECTION 4.14. BVI Securities . WorldSpace and the BVI Pledgor represent and warrant that: (i) WorldSpace is the sole legal and beneficial owner of the BVI Securities, or,

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subsequent to any transfer of legal title to the Collateral Agent under the provisions of this agreement, their equity of redemption; (ii) the BVI Securities represent 100% (one hundred per cent) of the issued share capital of the BVI Pledgor; (iii) the BVI Pledgor has not granted any warrants, options or other analogous rights to any person relating to shares in the capital of the BVI Pledgor; (iv) the BVI Securities are fully paid and non-assessable and were not issued in part or in whole in consideration for a promissory note or other written obligation for payment of a debt and are not otherwise subject to forfeiture or compulsory redemption; (v) there are no covenants, agreements, conditions, interest, rights or other matters whatsoever which adversely affect the BVI Securities; (vi) the BVI Securities were not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, return of capital or otherwise which are not expressly set out in the memorandum and articles of association of the BVI Pledgor; (vii) the BVI Securities are freely transferable on the books of the BVI Pledgor and no consents or approvals are required in order to register a transfer of the BVI Securities; (viii) the BVI Securities are free from any mortgage, pledge, lien, charge, assignment, hypothecation or other security interest or any other agreement or arrangement having the legal effect of conferring security (for the purposes of this Article IV a “ Security Interest ”), except those created by this agreement; and (ix) neither WorldSpace nor the BVI Pledgor has received any notice of any adverse claims by any person in respect of the ownership of the BVI Securities or any interest in the BVI Securities.

SECTION 4.15. Covenants in Relation to the BVI Pledgor. The BVI Pledgor shall not, without the prior written consent of the Collateral Agent: (i) create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Security Documents; (ii) amend its Organizational Documents; (iii) register any transfer of any of the BVI Securities to any person (except to the Collateral Agent or its nominee pursuant to the provisions of this agreement); (iii)&nb