Worldspan, L.P. and WS Financing Corp. Announce Execution of Supplemental Indenture and Expiration of Withdrawal Rights

Worldspan, L.P. and WS Financing Corp. Announce Execution of Supplemental Indenture and Expiration of Withdrawal Rights

ATLANTA, Feb. 7 /PRNewswire/ -- Worldspan, L.P. ("Worldspan") and WS Financing Corp. ("WS Financing," and together with Worldspan, the "Issuers") today announced that they have executed a first supplemental indenture ("Supplemental Indenture") as described in the Issuers' Offer to Purchase and Consent Solicitation Statement dated January 25, 2005 and the related Letter of Transmittal and Consent (collectively, the "Offer to Purchase and Consent Solicitation Statement"). The Issuers have received the requisite consents (the "Consents") of the holders of a majority of their 9-5/8% Senior Notes due 2011 (the "Notes") (CUSIP Nos. 98158EAA1 and 98158EAB9) not owned by the Issuers or their affiliates to the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement.

Pursuant to the Offer to Purchase and Consent Solicitation Statement, the consent solicitation commenced in connection with the cash tender offer expired as of 5:00 p.m., New York City time, on February 4, 2005 (such time and date, the "Consent Date"). As of the Consent Date, the Issuers had received the consent of the holders of approximately $247.1 million aggregate principal amount of the Notes not owned by the Issuers or their affiliates, representing 98.84% of the total outstanding Notes not owned by the Issuers or their affiliates. As a result, the Issuers have received the consents necessary to amend the indenture governing the Notes.

As contemplated by the Offer to Purchase and Consent Solicitation Statement, the Issuers and The Bank of New York, as trustee under the indenture governing the Notes (the "Trustee"), have executed the Supplemental Indenture that will eliminate substantially all of the restrictive covenants and certain default provisions in the indenture governing the Notes (the "Amendments"). Pursuant to the terms of the Supplemental Indenture, the Amendments will not become operative until the time that we accept the Notes for purchase, which we expect to be on or about February 11, 2005.

Holders who have tendered their Notes prior to the Consent Date may no longer withdraw their Notes or revoke their Consents. The tender offer will expire at 11:59 p.m., New York City time, on February 22, 2005, unless extended or terminated.

The Issuers have retained J.P. Morgan Securities Inc. to serve as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Requests for documents may be directed to MacKenzie Partners, Inc., the Information Agent, by telephone at (212) 929-5500 (collect) or (800) 322-2885 (toll free), or in writing at 105 Madison Avenue, New York, New York 10016.

Questions regarding the tender offer may be directed to Leonard Carey of J.P. Morgan Securities Inc., High Yield Capital Markets, at (212) 270-9769 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer is being made solely by the Offer to Purchase and Consent Solicitation Statement.

About Worldspan

Worldspan is a leader in travel technology services for travel suppliers, travel agencies, e-commerce sites and corporations worldwide. Utilizing some of the fastest, most flexible and efficient networks and computing technologies, Worldspan provides comprehensive electronic data services linking approximately 800 travel suppliers around the world to a global customer base. Worldspan offers industry-leading Fares and Pricing technology such as Worldspan e-Pricing(R), hosting solutions, and customized travel products. Worldspan enables travel suppliers, distributors and corporations to reduce costs and increase productivity with technology like Worldspan Go!(R) and Worldspan Trip Manager(R) XE. Worldspan is headquartered in Atlanta, Georgia. Additional information is available at worldspan.com.

Statements in this release and the exhibits hereto which are not purely historical facts, including statements about forecasted financial projections or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to Worldspan on the date this report was submitted. Worldspan undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including, but not limited to, risks and uncertainties related to: the possibility that the New Offering may not occur; the failure of a majority of notes issued by Worldspan and WS Financing and not owned by the Issuers or their Affiliates to be tendered and accepted and the failure to successfully complete the consent solicitation regarding amendments to the indenture underlying the notes issued by Worldspan and WS Financing; Worldspan's revenue being highly dependent on the travel and transportation industries; airlines limiting their participation in travel marketing and distribution services; and other changes or events which impact the travel industry or Worldspan. More information on potential risks and uncertainties is available in Worldspan's recent filings with the Securities and Exchange Commission, including Worldspan's annual Form 10-K report, Forms 10-Q, Forms 8-K, and Form S-1 Registration Statement.


Source: Worldspan

CONTACT: Lisa Kwon-Brooks of Worldspan, +1-770-563-5245, or
lisa.kwon-brooks@worldspan.com

Web site: http://www.worldspan.com/


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