Exhibit
4.1


 


EXECUTION DRAFT


 


	
   

  



 


WS MERGER LLC


 


to be merged with and
into


 


WORLDSPAN, L.P.


 


WS FINANCING CORP.


 


SERIES A AND SERIES B

9 5/8% SENIOR NOTES DUE 2011


 












 


INDENTURE


 


Dated as of June 30, 2003


 












 


The Bank of New York


 


Trustee


 


	
   

  



 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust
  Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
  12.03

  
	
  (c)

  	
   

  	
  12.03

  
	
  313(a)

  	
   

  	
  7.06

  
	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
  (c)

  	
   

  	
  7.06; 12.02

  
	
  (d)

  	
   

  	
  7.06

  
	
  314(a)(1)

  	
   

  	
  4.03

  
	
  314(a)(2)

  	
   

  	
  4.03

  
	
  314(a)(4)

  	
   

  	
  4.03; 12.05

  
	
  (c)(1)

  	
   

  	
  12.04

  
	
  (c)(2)

  	
   

  	
  12.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  12.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05,12.02

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.11

  
	
  316(a) (last sentence)

  	
   

  	
  2.09

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
  2.12

  
	
  317(a)(1)

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
  12.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  12.01

  



 












N.A. means not applicable.


*  This Cross
Reference Table is not part of the Indenture.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.

  
	
  DEFINITIONS AND INCORPORATION

  
	
  BY REFERENCE

  
	
   

  	
   

  
	
  Section 1.01

  	
  Definitions.

  
	
  Section 1.02

  	
  Other
  Definitions.

  
	
  Section 1.03

  	
  Incorporation
  by Reference of Trust Indenture Act.

  
	
  Section 1.04

  	
  Rules
  of Construction.

  
	
   

  	
   

  
	
  ARTICLE 2.

  
	
  THE NOTES

  
	
   

  	
   

  
	
  Section 2.01

  	
  Form
  and Dating.

  
	
  Section 2.02

  	
  Execution
  and Authentication.

  
	
  Section 2.03

  	
  Registrar
  and Paying Agent.

  
	
  Section 2.04

  	
  Paying
  Agent to Hold Money in Trust.

  
	
  Section 2.05

  	
  Holder
  Lists.

  
	
  Section 2.06

  	
  Transfer
  and Exchange.

  
	
  Section 2.07

  	
  Replacement
  Notes.

  
	
  Section 2.08

  	
  Outstanding
  Notes.

  
	
  Section 2.09

  	
  Treasury
  Notes.

  
	
  Section 2.10

  	
  Temporary
  Notes.

  
	
  Section 2.11

  	
  Cancellation.

  
	
  Section 2.12

  	
  Defaulted
  Interest.

  
	
   

  	
   

  
	
  ARTICLE 3.

  
	
  REDEMPTION AND PREPAYMENT

  
	
   

  	
   

  
	
  Section 3.01

  	
  Notices
  to Trustee.

  
	
  Section 3.02

  	
  Selection
  of Notes to Be Redeemed or Purchased.

  
	
  Section 3.03

  	
  Notice
  of Redemption.

  
	
  Section 3.04

  	
  Effect
  of Notice of Redemption.

  
	
  Section 3.05

  	
  Deposit
  of Redemption or Purchase Price.

  
	
  Section 3.06

  	
  Notes
  Redeemed or Purchased in Part.

  
	
  Section 3.07

  	
  Optional
  Redemption.

  
	
  Section 3.08

  	
  Mandatory
  Redemption.

  
	
  Section 3.09

  	
  Offer
  to Purchase by Application of Excess Proceeds.

  
	
   

  	
   

  
	
  ARTICLE 4.

  
	
  COVENANTS

  
	
   

  	
   

  
	
  Section 4.01

  	
  Payment
  of Notes.

  
	
  Section 4.02

  	
  Maintenance
  of Office or Agency.

  
	
  Section 4.03

  	
  Reports.

  
	
  Section 4.04

  	
  Compliance
  Certificate.

  
	
  Section 4.05

  	
  Taxes.

  
	
  Section 4.06

  	
  Stay,
  Extension and Usury Laws.

  
	
  Section 4.07

  	
  Restricted
  Payments.

  
	
  Section 4.08

  	
  Dividend
  and Other Payment Restrictions Affecting Restricted Subsidiaries.

  
	
  Section 4.09

  	
  Incurrence
  of Indebtedness and Issuance of Preferred Stock.

  



 


i

















 


	
  Section 4.10

  	
  Asset
  Sales.

  
	
  Section 4.11

  	
  Transactions
  with Affiliates.

  
	
  Section 4.12

  	
  Liens.

  
	
  Section 4.13

  	
  Line
  of Business.

  
	
  Section 4.14

  	
  Corporate
  Existence.

  
	
  Section 4.15

  	
  Offer
  to Repurchase Upon Change of Control.

  
	
  Section 4.16

  	
  Payments
  for Consent.

  
	
  Section 4.17

  	
  Additional
  Subsidiary Guarantees.

  
	
  Section 4.18

  	
  Designation
  of Restricted and Unrestricted Subsidiaries

  
	
  Section 4.19

  	
  Restrictions
  on Activities of WS Financing

  
	
  Section 4.20

  	
  Restrictions
  on Activities of Parents

  
	
   

  	
   

  
	
  ARTICLE 5.

  
	
  SUCCESSORS

  
	
   

  	
   

  
	
  Section 5.01

  	
  Merger,
  Consolidation, or Sale of Assets.

  
	
  Section 5.02

  	
  Successor
  Corporation Substituted.

  
	
   

  	
   

  
	
  ARTICLE 6.

  
	
  DEFAULTS AND REMEDIES

  
	
   

  	
   

  
	
  Section 6.01

  	
  Events
  of Default.

  
	
  Section 6.02

  	
  Acceleration.

  
	
  Section 6.03

  	
  Other
  Remedies.

  
	
  Section 6.04

  	
  Waiver
  of Past Defaults.

  
	
  Section 6.05

  	
  Control
  by Majority.

  
	
  Section 6.06

  	
  Limitation
  on Suits.

  
	
  Section 6.07

  	
  Rights
  of Holders of Notes to Receive Payment.

  
	
  Section 6.08

  	
  Collection
  Suit by Trustee.

  
	
  Section 6.09

  	
  Trustee
  May File Proofs of Claim.

  
	
  Section 6.10

  	
  Priorities.

  
	
  Section 6.11

  	
  Undertaking
  for Costs.

  
	
  Section 6.12

  	
  Restoration
  of Rights and Remedies

  
	
   

  	
   

  
	
  ARTICLE 7.

  
	
  TRUSTEE

  
	
   

  	
   

  
	
  Section 7.01

  	
  Duties
  of Trustee.

  
	
  Section 7.02

  	
  Rights
  of Trustee.

  
	
  Section 7.03

  	
  Individual
  Rights of Trustee.

  
	
  Section 7.04

  	
  Trustee’s
  Disclaimer.

  
	
  Section 7.05

  	
  Notice
  of Defaults.

  
	
  Section 7.06

  	
  Reports
  by Trustee to Holders of the Notes.

  
	
  Section 7.07

  	
  Compensation
  and Indemnity.

  
	
  Section 7.08

  	
  Replacement
  of Trustee.

  
	
  Section 7.09

  	
  Successor
  Trustee by Merger, etc.

  
	
  Section 7.10

  	
  Eligibility;
  Disqualification.

  
	
  Section 7.11

  	
  Preferential
  Collection of Claims Against Issuers.

  
	
   

  	
   

  
	
  ARTICLE 8.

  
	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  
	
  Section 8.01

  	
  Option
  to Effect Legal Defeasance or Covenant Defeasance.

  
	
  Section 8.02

  	
  Legal
  Defeasance and Discharge.

  
	
  Section 8.03

  	
  Covenant
  Defeasance.

  



 


ii

















 


	
  Section 8.04

  	
  Conditions
  to Legal or Covenant Defeasance.

  
	
  Section 8.05

  	
  Deposited
  Money and Government Securities to be Held in Trust; Other Miscellaneous
  Provisions.

  
	
  Section 8.06

  	
  Repayment
  to Issuers.

  
	
  Section 8.07

  	
  Reinstatement.

  
	
   

  	
   

  
	
  ARTICLE 9.

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  	
   

  
	
  Section 9.01

  	
  Without
  Consent of Holders of Notes.

  
	
  Section 9.02

  	
  With
  Consent of Holders of Notes.

  
	
  Section 9.03

  	
  Compliance
  with Trust Indenture Act.

  
	
  Section 9.04

  	
  Revocation
  and Effect of Consents.

  
	
  Section 9.05

  	
  Notation
  on or Exchange of Notes.

  
	
  Section 9.06

  	
  Trustee
  to Sign Amendments, etc.

  
	
   

  	
   

  
	
  ARTICLE 10.

  
	
  SUBSIDIARY GUARANTEES

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Guarantee.

  
	
  Section 10.02.

  	
  Limitation
  on Guarantor Liability.

  
	
  Section 10.03.

  	
  Execution
  and Delivery of Subsidiary Guarantee.

  
	
  Section 10.04.

  	
  Guarantors
  May Consolidate, etc., on Certain Terms.

  
	
  Section 10.05.

  	
  Releases.

  
	
   

  	
   

  
	
  ARTICLE 11.

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  
	
  Section 11.01

  	
  Satisfaction
  and Discharge.

  
	
  Section 11.02

  	
  Application
  of Trust Money.

  
	
   

  	
   

  
	
  ARTICLE 12.

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 12.01

  	
  Trust
  Indenture Act Controls.

  
	
  Section 12.02

  	
  Notices.

  
	
  Section 12.03

  	
  Communication
  by Holders of Notes with Other Holders of Notes.

  
	
  Section 12.04

  	
  Certificate
  and Opinion as to Conditions Precedent.

  
	
  Section 12.05

  	
  Statements
  Required in Certificate or Opinion.

  
	
  Section 12.06

  	
  Rules
  by Trustee and Agents.

  
	
  Section 12.07

  	
  No
  Personal Liability of Directors, Officers, Employees and Stockholders.

  
	
  Section 12.08

  	
  Governing
  Law.

  
	
  Section 12.09

  	
  No
  Adverse Interpretation of Other Agreements.

  
	
  Section 12.10

  	
  Successors.

  
	
  Section 12.11

  	
  Severability.

  
	
  Section 12.12

  	
  Counterpart
  Originals.

  
	
  Section 12.13

  	
  Table
  of Contents, Headings, etc.

  
	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  
	
  Exhibit
  A1

  	
  FORM
  OF NOTE

  
	
  Exhibit
  A2

  	
  FORM
  OF REGULATION S TEMPORARY GLOBAL NOTE

  
	
  Exhibit
  B

  	
  FORM
  OF CERTIFICATE OF TRANSFER

  
	
  Exhibit
  C

  	
  FORM
  OF CERTIFICATE OF EXCHANGE

  
			



 


iii

















 


	
  Exhibit
  D

  	
  FORM
  OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  
	
  Exhibit
  E

  	
  FORM
  OF SUBSIDIARY GUARANTEE

  
	
  Exhibit
  F

  	
  FORM
  OF SUPPLEMENTAL INDENTURE

  



 


iv

















 


INDENTURE dated as of June 30, 2003 among WS Merger
LLC, a Delaware limited liability company (the “Company”), WS Financing Corp., a Delaware corporation (“WS Financing; and together with the
Company, the “Issuers”), the
Guarantors (as defined) and The Bank of New York, as trustee (the “Trustee”).


 


The Issuers, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders (as defined) of the 9 5/8% Series A Senior Notes due 2011 (the “Series A
Notes”) and the 9 5/8% Series B Senior Notes due 2011 (the “Series B
Notes” and, together with the Series A Notes, the “Notes”):


 


ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01                                Definitions.


 


“144A
Global Note” means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Acquired
Debt” means, with respect to any specified Person:


 


(1)                                  Indebtedness of any other Person
existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging
with or into, or becoming a Subsidiary of, such specified Person; provided that Indebtedness of such other
Person that is redeemed, defeased, retired or otherwise repaid at the time, or
immediately upon consummation, of the transaction by which such other person is
merged with or into or became a Restricted Subsidiary of such Person shall not
be Acquired Debt; and


 


(2)                                  Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person; provided that the amount of such
Indebtedness shall be deemed to be the lesser of the value of such asset and
the amount of the obligation so secured.


 


“Additional
Notes” means additional notes (other than the Initial Notes)
issued from time to time under this Indenture in accordance with Sections 2.02
and 4.09 hereof, as part of the same series as the Initial Notes.


 


“Advisory Agreement”
means the advisory agreement dated as of the date of this Indenture by and
between Worldspan and Travel Transaction Processing Corporation, as in effect
on the date of this Indenture.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, “control,” as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise; provided
that beneficial ownership of 10% or more of the Voting Stock of a Person shall
be deemed to be control.  For purposes
of this definition, the terms “controlling,” “controlled by” and “under common
control with” will have correlative meanings.  No Person (other than the Company or any
Restricted Subsidiary of the Company) in whom a


 


1

















 


Receivables Subsidiary makes an Investment in connection
with a Qualified Receivables Transaction will be deemed to be an Affiliate of
the Company or any of its Subsidiaries solely by reason of such Investment.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Applicable
Procedures” means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.


 


“Asset Sale” means:


 


(1)                                  the sale, lease, conveyance or other
disposition of any assets or rights; provided that the sale, conveyance or
other disposition of all or substantially all of the assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by Section 4.15
and/or Section 5.01 hereof and not by Section 4.10 hereof; and


 


(2)                                  the issuance or sale of Equity
Interests by any of the Company’s Restricted Subsidiaries (other than directors
qualifying shares or shares required by applicable law to be held by a Person
other than the Company or a Restricted Subsidiary).


 


Notwithstanding the preceding, none of the following
items will be deemed to be an Asset Sale:


 


(1)                                  any single transaction or series of
related transactions that involves assets having a fair market value of less
than $2.5 million;


 


(2)                                  a transfer of assets between or
among the Company and its Restricted Subsidiaries;


 


(3)                                  an issuance of Equity Interests by a
Subsidiary to the Company or to a Restricted Subsidiary;


 


(4)                                  the sale, lease, conveyance or other
disposition of equipment, inventory, intellectual property or accounts
receivable in the ordinary course of business, including the sale or other
disposition of obsolete, uneconomical, negligible, worn-out or surplus assets;


 


(5)                                  the sale or other disposition of
cash or Cash Equivalents;


 


(6)                                  a Restricted Payment or Permitted
Investment that is permitted by Section 4.07 hereof;


 


(7)                                  sales of accounts receivable and
related assets of the type specified in the definition of “Qualified
Receivables Transaction” to a Receivables Subsidiary for the fair market value
thereof, including cash in an amount at least equal to 75% of the book value
thereof as determined in accordance with GAAP, it being understood that, for
the purposes of this clause (7), notes received in exchange for the transfer of
accounts receivable and related assets will be deemed cash if the Receivables
Subsidiary or other payor is required to repay said notes as soon as
practicable from available cash collections less amounts required to be
established as reserves pursuant to contractual agreements with entities that
are not Affiliates of the Company entered into as part of a Qualified
Receivables Transaction; and


 


2

















 


(8)                                  transfers of accounts receivable and
related assets of the type specified in the definition of “Qualified
Receivables Transaction” (or a fractional undivided interest therein) by a
Receivables Subsidiary in a Qualified Receivables Transaction.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.


 


“Beneficial Owner” has the meaning assigned
to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.  The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.


 


“Board of Directors” means:


 


(1)                                  with respect to a corporation, the
board of directors of the corporation;


 


(2)                                  with respect to any other Person,
the board or committee of such Person serving a similar function.


 


“Broker-Dealer”
has the meaning set forth in the Registration Rights Agreement.


 


“Business
Day” means any day other than a Legal Holiday.


 


“Capitalized Software Arrangements”
means, at the time any determination is made, the amount of liability in
respect of long term software arrangements that are at that time capitalized on
a balance sheet in accordance with GAAP and payable over a time period in
excess of 12 months.


 


“Capital
Lease Obligation” means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance
with GAAP.


 


“Capital
Stock” means:


 


(1)                                  in the case of a corporation,
corporate stock;


 


(2)                                  in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;


 


(3)                                  in the case of a partnership or
limited liability company, partnership or membership interests (whether general
or limited); and


 


(4)                                  any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.


 


“Cash
Equivalents” means:


 


(1)                                  United States dollars or foreign
currency that is readily exchangeable into United States dollars;


 


(2)                                  securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith
and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;


 


3

















 


(3)                                  securities issued or directly and
fully guaranteed or insured by any state of the United States or any agency or
instrumentality thereof having maturity of not more than one year from the date
of acquisition and, at the time of acquisition, having one of the two highest
ratings obtainable from either Moody’s Investors Service, Inc. or Standard
& Poor’s Ratings Services;


 


(4)                                  certificates of deposit, time
deposits and eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding one
year and overnight bank deposits, in each case, with any commercial bank having
combined capital and surplus in excess of $500.0 million and a Thomson Bank
Watch Rating of “B” or better;


 


(5)                                  repurchase obligations with a term
of not more than thirty days for underlying securities of the types described
in clauses (2), (3) and (4) above entered into with any financial institution
meeting the qualifications specified in clause (4) above;


 


(6)                                  commercial paper having one of the
two highest ratings obtainable from either Moody’s Investors Service, Inc. or
Standard & Poor’s Ratings Services and in each case maturing within one
year after the date of acquisition; and


 


(7)                                  money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (1) through (6) of this definition.


 


“Change
of Control” means  the
occurrence of any of the following:


 


(1)                                  the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a
Principal;


 


(2)                                  the adoption of a plan relating to
the liquidation or dissolution of the Company;


 


(3)                                  the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any “person” (as defined above), other than one or more of the
Principals and their Related Parties, becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares;


 


(4)                                  the first day on which a majority of
the members of the Board of Directors of the Company are not Continuing
Directors; or


 


(5)                                  the first day on which the Company
ceases to own, directly or indirectly, 100% of the outstanding Equity Interests
of WS Financing.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Company”
means, prior to the merger of WS Merger LLC with and into Worldspan, L.P., WS
Merger LLC, and after such merger, Worldspan, L.P., and all successors thereto.


 


“Consolidated
Cash Flow” means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:


 


4

















 


(1)                                  an amount equal to any extraordinary
loss plus any net loss realized by such Person or any of its Restricted
Subsidiaries in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus


 


(2)                                  provision for taxes based on income
or profits or the Tax Amount of such Person and its Restricted Subsidiaries for
such period, to the extent that such provision for taxes or Tax Amount was
deducted in computing such Consolidated Net Income; plus


 


(3)                                  the Fixed Charges of such Person and
its Restricted Subsidiaries for such period, to the extent that any such Fixed
Charges were deducted in computing such Consolidated Net Income; plus


 


(4)                                  depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expense to the extent that
it represents an accrual of or reserve for cash expenses in any future period
or amortization of a prepaid cash expense that was paid in a prior period) of such
Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus


 


(5)                                  other expenses incurred in
connection with the Transaction on or prior to the date of this Indenture; minus


 


(6)                                  non-cash items increasing such
Consolidated Net Income for such period, other than the accrual of revenue in
the ordinary course of business,


 


in each case, on a consolidated basis and determined
in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:


 


(1)                                  the Net Income of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting will be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Restricted Subsidiary
of the Person;


 


(2)                                  the Net Income of any Restricted
Subsidiary will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that Net Income to such
Person and its Restricted Subsidiaries is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary or its stockholders, except to the
extent that any dividend or similar distribution is actually made and not
otherwise included in Consolidated Net Income of such Person;


 


(3)                                  the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition will be excluded;


 


(4)                                  the cumulative effect of a change in
accounting principles will be excluded;


 


5

















 


(5)                                  the Net Income of any Unrestricted
Subsidiary will be excluded, whether or not distributed to the specified Person
or one of its Subsidiaries;


 


(6)                                  with respect to the Company, an
amount equal to the product of (a) the amortization of intangibles incurred as
a result of purchase accounting in connection with the acquisition, of the
Company by the Principals times (b) a fraction, the numerator of which is one
minus the then combined federal, state and local income tax rate that was or
would have been utilized to calculate the Tax Amount of the Company, expressed
as a decimal, and the denominator of which is one, in each case, on a
consolidated basis and in accordance with GAAP, shall be added to Consolidated
Net Income; and


 


(7)                                  with respect to the Company, the
charges or expenses, if any, incurred with respect to the FASA Credits becoming
due and payable in the event of a Continuing Payment Termination or Worldspan
Bankruptcy FASA Rejection will be added back to Consolidated Net Income of the
Company to the extent such charges or expenses were deducted in computing such
Consolidated Net Income.


 


“Continuing
Directors” means, as of any date of determination, any member
of the Board of Directors of the Company who:


 


(1)                                  was a member of such Board of
Directors on the date of this Indenture; or


 


(2)                                  was nominated for election or
elected to such Board of Directors with the approval of a majority of the
directors of the Company then still in office who were either directors on the
date of this Indenture or whose election or nomination for election was
previously so approved by the Continuing Directors who were members of such
Board at the time of such nomination or election; or


 


(3)                                  who were nominated to serve on the
Board of Directors by any of the Principals or their Related Parties.


 


“Continuing
Payment Termination”
means a Delta Continuing Payment Termination or a Northwest Continuing Payment
Termination, in each case, as defined in the applicable Founder Airline Services
Agreement.


 


“Corporate
Trust Office of the Trustee” will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.


 


“Credit
Agreement” means that certain Credit Agreement, dated as of
the date of this Indenture, by and among the Parents, Worldspan, Lehman
Commercial Paper Inc., as administrative agent, Lehman Brothers, Inc., as
book-runner and lead arranger, and the other lenders party thereto, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, amended and
restated, modified, renewed, increased, supplemented, refunded, replaced or
refinanced from time to time (whether the same are provided by the original
agents and lenders under such Credit Facility or a successor agent or other
lenders).


 


“Credit
Facilities” means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such


 


6

















 


receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the
Global Note Legend and shall not have the “Schedule of Exchanges of Interests
in the Global Note” attached thereto.


 


“Delta Continuing Payment”
has the meaning assigned to such term in the Founder Airline Services Agreement
between the Company and Delta Air Lines, Inc.


 


“Delta FASA Credit”
has the meaning assigned to such term in the Founder Airline Services Agreement
between the Company and Delta Air Lines, Inc.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary with
respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature; provided, however, only the portion of
Capital Stock which so matures or is mandatorily redeemable, is so convertible
or exchangeable or is redeemable at the option of the holder thereof prior to
such date will be deemed to be Disqualified Stock.  Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption complies with Section 4.07
hereof.


 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company,
other than WS Financing, that was formed under the laws of the United States or
any state of the United States or the District of Columbia.


 


“Equity
Interests” means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear system.


 


“Excess FASA Payment”
means any transfer of value by way of setoff, rights of recoupment, cash
payments or any other transfer of consideration in respect of any FASA Credit,
Excess FASA Credit Amount, Continuing Payment or any other consideration
payable under the Founder Airline Services


 


7

















 


Agreement, except that the following shall not be
deemed an “Excess FASA Payment”:  (i) so
long as no Delta Continuing Payment Termination or any Worldspan Bankruptcy
FASA Rejection has occurred, an extension of a Delta FASA Credit or payment on
or with respect to a FASA Credit Excess Amount (including by way of setoff or
recoupment) in an aggregate amount not to exceed the amount in column B of
Schedule 4.4(a) of the Founder Airline Services Agreement between the Company
and Delta Air Lines, Inc. for the applicable month in column A of such schedule
as in effect on the date of this Indenture or (ii) so long as no Northwest
Continuing Payment Termination or any Worldspan Bankruptcy FASA Rejection has
occurred, an extension of a Northwest FASA Credit or payment on or with respect
to a FASA Credit Excess Amount (including by way of setoff or recoupment) in an
aggregate amount not to exceed the amount in column B of Schedule 4.4(a) of the
Founder Airline Services Agreement between the Company and Northwest Airlines,
Inc. for the applicable month in column A of such schedule as in effect on the
date of this Indenture.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Notes” means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.


 


“Exchange
Offer” has the meaning set forth in the Registration Rights
Agreement.


 


“Exchange
Offer Registration Statement” has the meaning set forth in
the Registration Rights Agreement.


 


“Existing
Indebtedness” means any Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and
Indebtedness represented by Capital Lease Obligations and Capitalized Software
Arrangements) in existence on the date of this Indenture, until such amounts
are repaid, and Indebtedness represented by Capital Lease Obligations and
Capitalized Software Arrangements in an amount at any time outstanding not to
exceed the amount of Indebtedness represented by Capital Lease Obligations and
Capitalized Software Arrangements, respectively, outstanding on the date of
this Indenture.


 


“FASA Credits”
means the Delta FASA Credit and the Northwest FASA Credit.


 


“FASA Excess Credit
Amount” has the meaning assigned to such term in the Founder Airline
Services Agreements.


 


“Fixed
Charges” means, with respect to any specified Person for any
period, the sum, without duplication, of:


 


(1)                                  the consolidated interest expense of
such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations and Capitalized Software
Arrangements, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers’ acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; plus


 


(2)                                  the consolidated interest of such
Person and its Restricted Subsidiaries that was capitalized during such period;
plus


 


8

















 


(3)                                  any interest expense on Indebtedness
of another Person that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus


 


(4)                                  the product of (a) all cash dividend
payments or other distributions (and non-cash dividend payments in the case of
a Person that is a Restricted Subsidiary) on any series of preferred equity of
such Person, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person (or, in the case of a Person that is a
partnership or a limited liability company, the combined federal, state and
local income tax rate that was or would have been utilized to calculate the Tax
Amount of such Person), expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP; plus


 


(5)                                  the amount of any dividends paid
during such period pursuant to Section 4.07(b)(6) hereof;


 


provided, that the
payments of the Delta FASA Credit, Northwest FASA Credit and FASA Excess Credit
Amount under the Founder Airline Services Agreements shall not be deemed to be
“Fixed Charges” for any reason, regardless of the timing of payment.


 


“Fixed
Charge Coverage Ratio” means with respect to any specified
Person and its Restricted Subsidiaries for any period, the ratio of the
Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such
period to the Fixed Charges of such Person and its Restricted Subsidiaries for
such period.  In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than
ordinary working capital borrowings) or issues, repurchases or redeems
preferred stock or preferred equity subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge
Coverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock or preferred equity,
and the use of the proceeds therefrom as if the same had occurred at the
beginning of the applicable four-quarter reference period.


 


In addition, for
purposes of calculating the Fixed Charge Coverage Ratio:


 


(1)                                  acquisitions that have been made by
the specified Person or any of its Restricted Subsidiaries, including through
mergers or consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date will be given pro forma effect as if
they had occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period will be calculated on a pro
forma basis in accordance with Regulation S-X under the Securities Act, but
without giving effect to clause (3) of the proviso set forth in the definition
of Consolidated Net Income;


 


(2)                                  the Consolidated Cash Flow
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, will be
excluded; and


 


(3)                                  the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, will be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will


 


9

















 


not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date.


 


“Founder Airlines
Services Agreements” mean each of the Founder Airline Services
Agreements, dated as of the date of this Indenture, by and between the Company
and each of Delta Air Lines, Inc. and Northwest Airlines, Inc.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession in the
United States, which are in effect on the date of this Indenture.


 


“Global
Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A1 hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.


 


“Global
Note Legend” means the legend set forth in Section
2.06(g)(2), which is required to be placed on all Global Notes issued under
this Indenture.


 


“Government
Securities” means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business or standard contractual
indemnities, direct or indirect, in any manner including, without limitation,
by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness.


 


“Guarantors” means
each of:


 


(1)                                  each Domestic Subsidiary; and


 


(2)                                  any other Subsidiary that executes a
Guarantee in accordance with the provisions of this Indenture,


 


and their respective successors and assigns.


 


“Hedging
Obligations” means, with respect to any specified Person, the
obligations of such Person under:


 


(1)                                  interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates; and


 


(2)                                  foreign exchange contracts, currency
swap agreements or other similar agreements and other agreements or
arrangements designed to protect such Person against fluctuations in exchange
or currency rates.


 


“Holder”
means a Person in whose name a Note is registered.


 


10

















 


“IAI
Global Note” means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.


 


“Immaterial
Subsidiary” means, as of any date, any Restricted Subsidiary whose
total assets, as of that date, are less than $250,000 and whose total revenues
for the most recent twelve-month period do not exceed $250,000; provided that a Restricted Subsidiary will
not be considered to be an Immaterial Subsidiary if it, directly or indirectly,
guarantees or otherwise provides direct credit support for any other
Indebtedness of the Issuers.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:


 


(1)                                  in respect of borrowed money;


 


(2)                                  evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof);


 


(3)                                  in respect of banker’s acceptances;


 


(4)                                  representing Capital Lease
Obligations;


 


(5)                                  representing Capitalized Software Arrangements;


 


(6)                                  representing the balance deferred
and unpaid of the purchase price of any property which purchase price is due
more than six months after the date of placing such property in service or
taking delivery and title thereto, except any such balance that constitutes an
accrued expense or trade payable; or


 


(7)                                  representing any Hedging
Obligations,


 


if and to the extent any of the preceding items (other
than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP; provided that the payments of the FASA
Credits and FASA Excess Credit Amounts under the Founder Airline Services
Agreements shall not be deemed to be “Indebtedness” for any reason regardless
of the timing of payment; provided further
that any Delta Continuing Payment or Northwest Continuing Payment shall be
treated as Indebtedness to the extent such payments are classified as
indebtedness under GAAP.  In addition,
the term “Indebtedness” includes all Indebtedness of others secured by a Lien
on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person and the amount of such obligation being deemed
to be the lesser of the value of such asset and the amount of the obligation so
secured)) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.


 


The amount of any
Indebtedness outstanding as of any date will be:


 


(1)                                  the accreted value of the Indebtedness,
in the case of any Indebtedness issued with original issue discount; and


 


(2)                                  the principal amount of the
Indebtedness in the case of any other Indebtedness.


 


11

















 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest
in a Global Note through a Participant.


 


“Initial
Notes” means the first $280.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.


 


“Initial
Purchasers” means Lehman Brothers Inc., Deutsche Bank
Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.


 


“Institutional
Accredited Investor” means an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.


 


“Investments” means, with respect to any
Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including Guarantees or other
extensions of credit), advances or capital contributions (excluding (A)
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the consolidated balance sheet of such Person and (B)
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities issued by such other
Persons, together with all items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP.  If the Company or any Restricted Subsidiary of the Company sells
or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company will be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Company’s
Investments in such Restricted Subsidiary that were not sold or disposed of in
an amount determined as provided in the final paragraph of Section 4.07.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue on such payment for the intervening
period.


 


“Letter
of Transmittal” means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement or any lease in the nature
thereof.


 


“Liquidated
Damages” means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.


 


“Net
Income” means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock or preferred equity dividends,
excluding, however:


 


12

















 


(1)                                  any gain (or loss), together with
any related provision for taxes or Tax Distributions on such gain (or loss),
realized in connection with (a) any Asset Sale (including, without limitation,
dispositions pursuant to sale and leaseback transactions) or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and


 


(2)                                  any extraordinary gain (or loss),
including any extraordinary tax refund, together with any related provision for
taxes or Tax Distributions on such extraordinary gain (or loss), less, in the
case of any Person that is a partnership or a limited liability company, the
Tax Amount of such Person for such period.


 


“Net
Proceeds” means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes or Tax
Distributions paid or payable as a result of the Asset Sale, and any repayment
of Indebtedness that was secured by the assets sold in such Asset Sale, in each
case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, and any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person.


 


“Northwest
Continuing Payment Amount” has the meaning assigned to such term in
the Founder Airlines Services Agreement between the Company and Northwest
Airlines, Inc.


 


“Northwest FASA
Credit” has the meaning assigned to such term in the Founder Airline
Services Agreement between the Company and Northwest Airlines, Inc.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes and the Additional Notes
shall be treated as a single class for all purposes under this Indenture, and
unless the context otherwise requires, all references to the Notes shall
include the Initial Notes and any Additional Notes.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Offering Memorandum”
means the final Offering Memorandum of the Issuers dated June 25, 2003 with
respect to the Notes.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Secretary or any Vice-President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.


 


13

















 


“Opinion
of Counsel” means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof.  The counsel may be an
employee of or counsel to the Company or any Subsidiary of the Company.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Permitted
Business” means the business of the Company and its
Subsidiaries engaged in on the date of this Indenture and any other activities
that are similar, ancillary or reasonably related to, or a reasonable extension
of, such business.


 


“Permitted
Investments” means:


 


(1)                                  any Investment in the Company or in
a Restricted Subsidiary of the Company;


 


(2)                                  any Investment in Cash Equivalents;


 


(3)                                  any Investment by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment:


 


(a)          such Person becomes a Restricted
Subsidiary of the Company; or


 


(b)         such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company;


 


(4)                                  any Investment made as a result of
the receipt of non-cash consideration from an Asset Sale that was made pursuant
to and in compliance with Section 4.10 hereof;


 


(5)                                  any acquisition of assets solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock)
of the Company and/or its parent entities;


 


(6)                                  any Investments received in
compromise of obligations incurred in the ordinary course of business, including
pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of any trade creditor or customer and any Investments
received in satisfaction of judgments;


 


(7)                                  Hedging Obligations;


 


(8)                                  receivables owing to the Company or
any Restricted Subsidiary of the Company if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include
the concessionaire trade terms as the Company or the Restricted Subsidiary
deems reasonable under the circumstances;


 


(9)                                  payroll, travel and similar advances
to cover matters that are expected at the time of the advances ultimately to be
treated as expenses for accounting purposes and that are made in the ordinary
course of business;


 


14

















 


(10)                            loans or advances to employees,
directors, officers or consultants of Travel Transaction Processing
Corporation, the Company or any Restricted Subsidiary of the Company made in
the ordinary course of business in the aggregate amount not to exceed $7.5
million outstanding at any one time;


 


(11)                            Investments in existence on the date
of this Indenture;


 


(12)                            Investments in any Person to the
extent such Investments consist of prepaid expenses, negotiable instruments
held for collection and lease, utility and workers’ compensation, performance
and other similar deposits made in the ordinary course of business by the
Company or any Restricted Subsidiary;


 


(13)                            Investments made solely in exchange
for the issuance of Equity Interests;


 


(14)                            the acquisition by a Receivables
Subsidiary in connection with a Qualified Receivables Transaction of Equity
Interests of a trust or other Person established by such Receivables Subsidiary
to effect such Qualified Receivables Transaction; and any other Investment by
the Company or a Restricted Subsidiary of the Company in a Receivables
Subsidiary or any Investment by a Receivables Subsidiary in any other Person in
connection with a Qualified Receivables Transaction; provided that such other
Investment is in the form of a note or other instrument that the Receivables
Subsidiary or other Person is required to repay as soon as practicable from
available cash collections less amounts required to be established as reserves
pursuant to contractual agreements with entities that are not Affiliates of the
Company entered into as part of a Qualified Receivables Transaction; and


 


(15)                            other Investments in any Person
having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this clause
(15) since the date of this Indenture not to exceed $20.0 million at any one
time outstanding; provided that any cash return on capital in any such
Permitted Investment (including through any dividend, distribution, repayment,
redemption, payment of interest or other transfer) made pursuant to this clause
(15) will reduce the amount of any such Permitted Investment for purposes of
calculating the amount of Permitted Investments under this clause (15) and will
be excluded from Sections 4.07(a)(3)(A), (D) and (E).


 


“Permitted
Liens” means:


 


(1)                                  Liens on assets of the Company
securing Indebtedness and other Obligations under Credit Facilities that was
incurred pursuant to either clause (1) or clause (17) of Section 4.09(b) hereof
and/or securing Hedging Obligations related thereto;


 


(2)                                  Liens in favor of the Company;


 


(3)                                  Liens on property of a Person
existing at the time such Person is merged with or into or consolidated with
the Company or any Restricted Subsidiary of the Company; provided that such Liens
were not incurred in contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated
with the Company or the Restricted Subsidiary;


 


15

















 


(4)                                  Liens on property or shares of stock
existing at the time of acquisition of the property or stock by the Company or
any Restricted Subsidiary of the Company, provided that such Liens were not incurred
in contemplation of such acquisition;


 


(5)                                  Liens incurred or deposits made in
the ordinary course of business in connection with worker’s compensation,
unemployment insurance and other types of social security, or to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business;


 


(6)                                  Liens to secure Indebtedness
(including Capital Lease Obligations and Capitalized Software Arrangements)
permitted by clause (4), Indebtedness represented by Capital Lease Obligations
permitted by clause (2) of Section 4.09(b) hereof and Capitalized Software
Arrangements covering only the assets acquired with such Indebtedness;


 


(7)                                  Liens existing on the date of this
Indenture;


 


(8)                                  Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other
appropriate provision as is required in conformity with GAAP has been made
therefor;


 


(9)                                  Liens imposed by law, including
carriers’, warehousemen’s, mechanics and landlords’ Liens, in each case for
sums not due or being contested in good faith by appropriate proceedings if a
reserve or other appropriate provisions as is required in conformity with GAAP
has been made therefor;


 


(10)                            encumbrances, easements or
reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or liens
incidental to the conduct of the business of the Company or a Restricted
Subsidiary or to the ownership of their properties in the ordinary course of
business which do not materially detract from the value of the property subject
thereto or do no materially interfere with the ordinary conduct of business of
the Company and its Restricted Subsidiaries;


 


(11)                            attachment or judgment Liens not
giving rise to an Event of Default;


 


(12)                            Liens securing reimbursement
obligations with respect to commercial letters of credit which encumber
documents and property relating to such letters of credit and products and
proceeds thereof;


 


(13)                            Leases or subleases granted to
others that do not materially interfere with the ordinary course of business of
the Company and its Restricted Subsidiaries;


 


(14)                            Liens arising from the filing of
Uniform Commercial Code financing statements regarding leases;


 


(15)                            Liens securing Permitted Refinancing
Indebtedness or Indebtedness incurred to refund, refinance or extend Indebtedness
secured by Liens under clauses (1), (3), (4), (6) and (7) hereof, provided that any such Lien does not
extend to or cover any property, shares or debt other than the property shares
or debt securing the Indebtedness so refunded, refinanced or extended;


 


16

















 


(16)                            Liens on assets of the Company or a
Receivables Subsidiary incurred in connection with a Qualified Receivables
Transaction; and


 


(17)                            Liens incurred in the ordinary
course of business of the Company or any Restricted Subsidiary of the Company
with respect to obligations that do not exceed $10.0 million at any one time
outstanding.


 


“Permitted
Refinancing Indebtedness” means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:


 


(1)                                  the principal amount (or accreted
value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount  (or
accreted value, if applicable) of the Indebtedness extended, refinanced, renewed,
replaced, defeased or refunded (plus all accrued interest on the Indebtedness
and the amount of all expenses and premiums incurred in connection therewith);


 


(2)                                  such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded;


 


(3)                                  if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and


 


(4)                                  such Indebtedness is incurred either
by the Company or by the Restricted Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other agency.


 


“Principals”
means Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC,
CVC/SSB Employee Fund, L.P., CVC Management LLC and Ontario Teachers’ Pension
Plan Board and their respective Affiliates.


 


“Private
Placement Legend” means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Qualified Equity
Offering” means, any issuance of Capital Stock (other than
Disqualified Stock) by the Company or Travel Transaction Processing Corporation
(to the extent that the net cash proceeds thereof are contributed to the
capital of the Company) to any Person or Persons.


 


17

















 


“Qualified
Receivables Transaction” means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells,
conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of
a transfer by the Company or any of its Restricted Subsidiaries) and (ii) any
other Person (in the case of a transfer by a Receivables Subsidiary), or grants
a security interest in, any accounts receivable (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries,
and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable.


 


“Receivables
Subsidiary” means a Subsidiary of the Company which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of the Company (as provided
below) as a Receivables Subsidiary and (a) no portion of the Indebtedness or
any other Obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any Restricted Subsidiary of the Company (excluding guarantees
of Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates the Company or any Restricted
Subsidiary of the Company in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or
(iii) subjects any property or asset of the Company or any Restricted
Subsidiary of the Company (other than the accounts receivable and related assets
as provided in the definition of “Qualified Receivables Transaction”), directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction, (b) with which neither the Company nor any Restricted
Subsidiary of the Company has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company other than fees payable in the
ordinary course of business in connection with servicing the receivables of such
Subsidiary and (c) with which neither the Company nor any Restricted Subsidiary
of the Company has any obligation to maintain or preserve such Subsidiary’s
financial condition or cause such Subsidiary to achieve certain levels of
operating results.  Any such designation
by the Board of Directors of the Company will be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors of the Company giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing
conditions.


 


“Registration
Rights Agreement” means the Registration Rights Agreement,
dated as of the date of this Indenture, among the Issuers and the other parties
named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Issuers and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.


 


18

















 


“Regulation
S Permanent Global Note” means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.


 


“Regulation
S Temporary Global Note” means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.


 


“Related
Party” means:


 


(1)                                  any controlling stockholder,
officer, 50% (or more) owned Subsidiary, or immediate family member (in the
case of an individual) of any Principal; or


 


(2)                                  any trust, corporation, partnership
or other entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially holding a 50% or more controlling interest of which consist of any
one or more Principals and/or such other Persons referred to in the immediately
preceding clause (1).


 


“Responsible
Officer,” when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated
with the corporate trust department of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such person’s knowledge of
and familiarity with the particular subject.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private
Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private
Placement Legend.


 


“Restricted
Investment” means an Investment other than a Permitted
Investment.


 


“Restricted
Period” means the 40-day distribution compliance period as
defined in Regulation S.


 


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person
that is not an Unrestricted Subsidiary.


 


“Rule
144” means Rule 144 promulgated under the Securities Act.


 


“Rule
144A” means Rule 144A promulgated under the Securities Act.


 


“Rule
903” means Rule 903 promulgated under the Securities Act.


 


“Rule
904” means Rule 904 promulgated the Securities Act.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


19

















 


“Seller Notes”
means the $39.0 million aggregate principal amount of Travel Transaction
Processing Corporation’s 12% Subordinated Note due 2012 issued to American
Airlines, Inc. and the $45.0 million aggregate principal amount of Travel
Transaction Processing Corporation’s 10% Subordinated Note due 2012 issued to
Delta Airlines, Inc., as such aggregate principal amounts may be increased by
any interest on the Seller Notes that is not paid in cash and is added to the
outstanding principal amount of such notes or that is paid through the issuance
of additional notes.


 


“Shelf
Registration Statement” means the Shelf Registration
Statement as defined in the Registration Rights Agreement.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1–02 of Regulation S–X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.


 


“Stated Maturity” means, with respect to
any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in
the original documentation governing such Indebtedness, and shall not include
any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.


 


“Stockholders
Agreement” means the Stockholders Agreement by and among Travel
Transaction Processing Corporation, Citigroup Venture Capital Equity Partners,
L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Ontario Teachers’
Pension Plan Board and other parties named therein or in joinder agreements
thereto, as amended, modified or supplemented from time to time.


 


“Subsidiary”
means, with respect to any specified Person:


 


(1)                                  any corporation, association or
other business entity of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2)                                  any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are that Person or one
or more Subsidiaries of that Person (or any combination thereof).


 


“Subsidiary
Guarantee” means the Guarantee by each Guarantor of the
Company’s payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.


 


“Tax Amount”
means, for any period, the combined federal, state and local income taxes,
including estimated taxes, that would be payable by the Company if it were a
Delaware corporation filing separate tax returns with respect to its Taxable
Income for such period; provided
that in determining the Tax Amount, the effect thereon of any net operating
loss carryforwards or other carryforwards or tax attributes, such as
alternative minimum tax carryforwards, that would have arisen if the Company
were a Delaware corporation shall be taken into account; provided, further
that (i) the Tax Amount for any period shall not exceed the total net amount of
the relevant (estimated or final, as the case may be) tax liability that
equityholders or partners of the Company (as the case may be) actually owes to
the appropriate taxing authority at such time, (ii) if there is an adjustment
in the amount of the Taxable Income for any period, an appropriate positive or
negative adjustment shall be made in the Tax Amount, and if the Tax Amount is
negative, then the Tax Amount for succeeding periods shall be reduced to take


 


20

















 


into account such negative amount until such negative
amount is reduced to zero and (iii) any Tax Amount other than amounts relating
to estimated taxes shall be computed by a nationally recognized accounting
firm.  Notwithstanding anything to the
contrary, Tax Amount shall not include taxes resulting from the Company’s reorganization
as or change in the status to a corporation for tax purposes.


 


“Tax Distribution”
means a distribution in respect of taxes to the partners of the Company
pursuant to clause (7) of Section 4.07(b) hereof.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect
on the date on which this Indenture is qualified under the TIA.


 


“Transactions”
 means the acquisition of the membership
interests of Worldspan by Travel Transaction Processing  Corporation, the creation of the Credit
Agreement, the issuance and sale of the Notes by WS Merger and WS Financing and
the merger of WS Merger with and into Worldspan.


 


“Trustee”
means the party named as such in the preamble to this Indenture until a
successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“Unrestricted
Global Note” means a permanent global Note substantially in
the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.


 


“Unrestricted
Definitive Note” means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company (other than WS
Financing or any of its successors) that is designated by the Board of Directors
as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the
extent that such Subsidiary:


 


(1)                                  has no Indebtedness other than
Non-Recourse Debt;


 


(2)                                  on the date of such designation is
not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
the Company or such Restricted Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company;


 


(3)                                  is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results; and


 


(4)                                  has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the Company
or any of its Restricted Subsidiaries.


 


Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07
hereof.  If, at any time, any
Unrestricted Subsidiary would


 


21

















 


fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant.  The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if:  (1) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; (2) no Default
or Event of Default would be in existence following such designation and (3)
such Restricted Subsidiary becomes a Guarantor and executes a supplemental
indenture.


 


“U.S.
Person” means a U.S. Person as defined in Rule 902(o) under
the Securities Act.


 


“Voting
Stock” of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.


 


“Weighted
Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:


 


(1)                                  the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at
final maturity, in respect of the Indebtedness, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by


 


(2)                                  the then outstanding principal
amount of such Indebtedness.


 


“Wholly
Owned Subsidiary” of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors’ qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.


 


“Worldspan” means
Worldspan, L.P.


 


“Worldspan
Bankruptcy FASA Rejection” has the meaning assigned to such term in
the applicable Founder Airline Services Agreement.


 


Section 1.02                                Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  4.11

  
	
  “Asset Sale Offer”

  	
   

  	
  3.09

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “Change of Control Offer”

  	
   

  	
  4.15

  
	
  “Change of Control Payment”

  	
   

  	
  4.15

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “DTC”

  	
   

  	
  2.03

  



 


22

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Excess Proceeds”

  	
   

  	
  4.10

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Offer Amount”

  	
   

  	
  3.09

  
	
  “Offer Period”

  	
   

  	
  3.09

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Permitted Debt”

  	
   

  	
  4.09

  
	
  “Purchase Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Restricted Payments”

  	
   

  	
  4.07

  



 


Section 1.03                                Incorporation by Reference of Trust
Indenture Act.


 


Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made a part of this
Indenture.


 


The following TIA terms used in this Indenture have
the following meanings:


 


“indenture
securities” means the Notes;


 


“indenture
security Holder” means a Holder of a Note;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee;
and


 


“obligor”
on the Notes and the Subsidiary Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the
Subsidiary Guarantees, respectively.


 


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA have the meanings so assigned to them.


 


Section 1.04                                Rules of Construction.


 


Unless the context
otherwise requires:


 


(1)                                  a term has the meaning assigned to
it;


 


(2)                                  an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP;


 


(3)                                  “or” is not exclusive;


 


(4)                                  words in the singular include the
plural, and in the plural include the singular;


 


(5)                                  “will” shall be interpreted to
express a command;


 


(6)                                  provisions apply to successive
events and transactions; and


 


23

















 


(7)                                  references to sections of or rules
under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.


 


ARTICLE 2.

THE NOTES


 


Section 2.01                                Form and Dating.


 


(a)          General. 
The Notes and the Trustee’s certificate of authentication will be
substantially in the form of Exhibit A1 hereto.  The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage.  Each
Note will be dated the date of its authentication.  The Notes shall be in denominations of $1,000 and integral
multiples thereof.


 


The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the
Issuers, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.


 


(b)         Global
Notes.  Notes issued in global form will be
substantially in the form of Exhibits A1 or A2 attached hereto (including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto).  Notes
issued in definitive form will be substantially in the form of Exhibit A1
attached hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note will represent such of the
outstanding Notes as will be specified therein and each shall provide that it
represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.


 


(c)          Temporary
Global Notes.  Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream Bank, duly executed by the Issuers and authenticated
by the Trustee as hereinafter provided. 
The Restricted Period will be terminated upon the receipt by the Trustee
of:


 


(1)                                  a written certificate from the
Depositary, together with copies of certificates from Euroclear and Clearstream
certifying that they have received certification of non-United States
beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and
who will take delivery of a beneficial ownership interest in a 144A Global Note
or an IAI Global Note bearing a Private Placement Legend, all as contemplated
by Section 2.06(b) hereof); and


 


(2)                                  an Officers’ Certificate from the
Issuers.


 


24

















 


Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Note will be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. 
Simultaneously with the authentication of Regulation S Permanent Global
Notes, the Trustee will cancel the Regulation S Temporary Global Note.  The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be,
in connection with transfers of interest as hereinafter provided.


 


(1)                                  Euroclear and Clearstream Procedures Applicable. 
The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and
Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will
be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes that are held
by Participants through Euroclear or Clearstream.


 


Section 2.02                                Execution and Authentication.


 


Two Officers must sign the Notes for the Issuers by
manual or facsimile signature.


 


If an Officer whose signature is on a Note no longer
holds that office at the time a Note is authenticated, the Note will
nevertheless be valid.


 


A Note will not be valid until authenticated by the
manual signature of the Trustee.  The
signature will be conclusive evidence that the Note has been authenticated
under this Indenture.


 


The Trustee will, upon receipt of a written order of
the Issuers signed by two Officers (an “Authentication Order”), authenticate Notes
for original issue up to the aggregate principal amount set forth in such
Authentication Order.  The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.


 


The Trustee may appoint an authenticating agent
acceptable to the Issuers to authenticate Notes.  An authenticating agent may authenticate Notes whenever the
Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Issuers.


 


Section 2.03                                Registrar and Paying Agent.


 


The Issuers will maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the Notes
and of their transfer and exchange.  The
Issuers may appoint one or more co-registrars and one or more additional paying
agents.  The term “Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Issuers may change any
Paying Agent or Registrar without notice to any Holder.  The Issuers will notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture.  If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Issuers or any of their
Restricted Subsidiaries may act as Paying Agent or Registrar.


 


The Issuers initially appoint The Depository Trust
Company (“DTC”)
to act as Depositary with respect to the Global Notes.


 


25

















 


The Issuers initially appoint the Trustee to act as
the Registrar and Paying Agent and to act as Custodian with respect to the
Global Notes.


 


Section 2.04                                Paying Agent to Hold Money in Trust.


 


The Issuers will require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for
the payment of principal, premium or Liquidated Damages, if any, or interest on
the Notes, and will notify the Trustee of any default by the Issuers in making
any such payment.  While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee.  The Issuers at
any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Restricted
Subsidiary) will have no further liability for the money.  If the Company or a Restricted Subsidiary
acts as Paying Agent, it will segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings
relating to the Issuers, the Trustee will serve as Paying Agent for the Notes.


 


Section 2.05                                Holder Lists.


 


The Trustee will preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA
§ 312(a).  If the Trustee is not
the Registrar, the Issuers will furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders of Notes and
the Issuers shall otherwise comply with TIA § 312(a).


 


Section 2.06                                Transfer and Exchange.


 


(a)          Transfer
and Exchange of Global Notes.  A Global
Note may not be transferred as a whole except by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by the
Issuers for Definitive Notes if:


 


(1)                                  the Issuers deliver to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by
the Issuers within 120 days after the date of such notice from the Depositary;
or


 


(2)                                  the Issuers in their sole discretion
determine that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; provided
that in no event shall the Regulation S Temporary Global Note be exchanged by
the Issuers for Definitive Notes prior to (x) the expiration of the Restricted
Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.


 


Upon the occurrence of either of the preceding events
in (1) or (2) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. 
Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. 
Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.06 or Section
2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a


 


26

















 


Global Note.  A
Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.


 


(b)         Transfer
and Exchange of Beneficial Interests in the Global Notes. 
The transfer and exchange of beneficial interests in the Global Notes
will be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. 
Beneficial interests in the Restricted Global Notes will be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. 
Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (1) or (2) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:


 


(1)                                  Transfer of Beneficial Interests in the Same Global Note. 
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Temporary Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b)(1).


 


(2)                                  All Other Transfers and Exchanges of Beneficial Interests in
Global Notes.  In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1)
above, the transferor of such beneficial interest must deliver to the Registrar
either:


 


(A)      both:


 


(i)                                     a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be
credited a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged; and


 


(ii)                                  instructions given in accordance
with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase; or


 


(B)        both:


 


(i)                                     a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged; and


 


(ii)                                  instructions given by the Depositary
to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred
to in (1) above; provided that in
no event shall Definitive Notes be issued upon the transfer or exchange of
beneficial interests in the Regulation S Temporary Global Note prior to (A) the


 


27

















 


expiration of the Restricted Period
and (B) the receipt by the Registrar of any certificates required pursuant to
Rule 903 under the Securities Act.  Upon
consummation of an Exchange Offer by the Issuers in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. 
Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)
hereof.


 


(3)                                  Transfer of Beneficial Interests to Another Restricted
Global Note.  A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the
form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:


 


(A)      if the transferee will take delivery in the form of a
beneficial interest in the 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof;


 


(B)        if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Temporary Global Note or the Regulation
S Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)        if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.


 


(4)                                  Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. 
A beneficial interest in any Restricted Global Note may be exchanged by
any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.06(b)(2) above and:


 


(A)      such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Issuers;


 


(B)        such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;


 


(C)        such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


28

















 


(D)       the Registrar receives the following:


 


(i)                                     if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof; or


 


(ii)                                  if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


If any such transfer is effected pursuant to
subparagraph (B) or (D) above at a time when an Unrestricted Global Note has
not yet been issued, the Issuers shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.


 


Beneficial interests in an Unrestricted Global Note
cannot be exchanged for, or transferred to Persons who take delivery thereof in
the form of, a beneficial interest in a Restricted Global Note.


 


(c)          Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


(1)                                  Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes.  If any holder
of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:


 


(A)      if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (2)(a) thereof;


 


(B)        if such beneficial interest is being transferred to a
QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)        if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


29

















 


(D)       if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E)         if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable;


 


(F)         if such beneficial interest is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)        if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal amount
of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(h) hereof, and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.


 


(2)                                  Beneficial Interests in Regulation S Temporary Global Note
to Definitive Notes.  Notwithstanding Sections
2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be exchanged for a Definitive Note or transferred
to a Person who takes delivery thereof in the form of a Definitive Note prior
to (A) the expiration of the Restricted Period and (B) the receipt by the
Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903 or
Rule 904.


 


(3)                                  Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes.  A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:


 


(A)      such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Issuers;


 


30

















 


(B)        such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;


 


(C)        such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or


 


(D)       the Registrar receives the following:


 


(i)                                     if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Definitive Note that does not bear the Private Placement Legend,
a certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or


 


(ii)                                  if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a
Definitive Note that does not bear the Private Placement Legend, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


(4)                                  Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes.  If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Note,
then, upon satisfaction of the conditions set forth in Section 2.06(b)(2)
hereof, the Trustee will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuers will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(3) will be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary
and the Participant or Indirect Participant. 
The Trustee will deliver such Definitive Notes to the Persons in whose
names such Notes are so registered.  Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(3) will not bear the Private Placement Legend.


 


(d)         Transfer
and Exchange of Definitive Notes for Beneficial Interests.


 


(1)                                  Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes.  If any Holder
of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of
the following documentation:


 


31

















 


(A)      if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (2)(b) thereof;


 


(B)        if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)        if such Restricted Definitive Note is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;


 


(D)       if such Restricted Definitive Note is being
transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E)         if such Restricted Definitive Note is being
transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those
listed in subparagraphs (B) through (D) above, a certificate to the effect set
forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable;


 


(F)         if such Restricted Definitive Note is being transferred
to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;
or


 


(G)        if such Restricted Definitive Note is being
transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof,


 


the Trustee will cancel the Restricted Definitive
Note, increase or cause to be increased the aggregate principal amount of, in
the case of clause (A) above, the appropriate Restricted Global Note, in the
case of clause (B) above, the 144A Global Note, in the case of clause (C)
above, the Regulation S Global Note, and in all other cases, the IAI Global Note.


 


(2)                                  Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes.  A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:


 


(A)      such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the Holder,
in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;


 


(B)        such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;


 


32

















 


(C)        such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(D)       the Registrar receives the following:


 


(i)                                     if the Holder of such Definitive
Notes proposes to exchange such Notes for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
C hereto, including the certifications in item (1)(c) thereof; or


 


(ii)                                  if the Holder of such Definitive
Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee
will cancel the Definitive Notes and increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Note.


 


(3)                                  Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes.  A Holder of
an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. 
Upon receipt of a request for such an exchange or transfer, the Trustee
will cancel the applicable Unrestricted Definitive Note and increase or cause
to be increased the aggregate principal amount of one of the Unrestricted
Global Notes.


 


If any such exchange or
transfer from a Definitive Note to a beneficial interest is effected pursuant
to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted
Global Note has not yet been issued, the Issuers will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.


 


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. 
Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar will
register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).


 


33

















 


(1)                                  Restricted Definitive Notes to Restricted Definitive Notes. 
Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following:


 


(A)      if the transfer will be made pursuant to Rule 144A
under the Securities Act, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)        if the transfer will be made pursuant to Rule 903 or
Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; and


 


(C)        if the transfer will be made pursuant to any other
exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable.


 


(2)                                  Restricted Definitive Notes to Unrestricted Definitive
Notes.  Any Restricted Definitive Note may be
exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:


 


(A)      such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i)
a broker-dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144)
of the Issuers;


 


(B)        any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;


 


(C)        any such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(D)       the Registrar receives the following:


 


(i)                                     if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(d) thereof; or


 


(ii)                                  if the Holder of such Restricted
Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Issuers to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on


 


34

















 


transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.


 


(3)                                  Unrestricted Definitive Notes to Unrestricted Definitive
Notes.  A Holder of Unrestricted Definitive Notes
may transfer such Notes to a Person who takes delivery thereof in the form of
an Unrestricted Definitive Note.  Upon
receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.


 


(f)            Exchange
Offer.
    Upon the occurrence of the Exchange Offer in accordance with
the Registration Rights Agreement, the Issuers will issue and, upon receipt of
an Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:


 


(1)                                  one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes tendered into the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A)
they are not Broker-Dealers, (B) they are not participating in a distribution
of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144)
of the Issuers; and


 


(2)                                  Unrestricted Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer.


 


Concurrently with the issuance of such Notes, the
Trustee will cause the aggregate principal amount of the applicable Restricted
Global Notes to be reduced accordingly, and the Issuers will execute and the
Trustee will authenticate and deliver to the Persons designated by the Holders
of Definitive Notes so accepted Unrestricted Definitive Notes in the
appropriate principal amount.


 


(g)         Legends. 
The following legends will appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.


 


(1)                                  Private Placement
Legend.


 


(A)      Except as permitted by subparagraph (B) below, each
Global Note and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following
form:


 


“THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR
IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF
THE UNITED


 


35

















 


STATES, AND AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.”


 


(B)        Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4),
(d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
issued in exchange therefor or substitution thereof) will not bear the Private
Placement Legend.


 


(2)                                  Global Note Legend.  Each Global
Note will bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.”


 


(3)                                  Regulation S Temporary Global Note Legend. 
The Regulation S Temporary Global Note will bear a legend in
substantially the following form:


 


“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT
OF INTEREST HEREON.”


 


(h)         Cancellation
and/or Adjustment of Global Notes.  At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or


 


36

















 


retained
and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note will be reduced accordingly and an endorsement
will be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note will be increased accordingly and an endorsement will be
made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.


 


(i)             General
Provisions Relating to Transfers and Exchanges.


 


(1)                                  To permit registrations of transfers
and exchanges, the Issuers will execute and the Trustee will authenticate
Global Notes and Definitive Notes upon receipt of an Authentication Order in
accordance with Section 2.02 or at the Registrar’s request.


 


(2)                                  No service charge will be made to a
Holder of a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuers may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections
2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).


 


(3)                                  The Registrar will not be required
to register the transfer of or exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.


 


(4)                                  All Global Notes and Definitive
Notes issued upon any registration of transfer or exchange of Global Notes or
Definitive Notes will be the valid obligations of the Issuers, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer
or exchange.


 


(5)                                  The Issuers will not be required:


 


(A)      to issue, to register the transfer of or to exchange
any Notes during a period beginning at the opening of business 15 days before
the day of any selection of Notes for redemption under Section 3.02 hereof and
ending at the close of business on the day of selection;


 


(B)        to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part; or


 


(C)        to register the transfer of or to exchange a Note between
a record date and the next succeeding interest payment date.


 


(6)                                  Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Issuers
may deem and treat the Person in whose name any Note is registered as the absolute
owner of such Note for the purpose of receiving payment of principal of and
interest on such Notes and for all other purposes, and none of the Trustee, any
Agent or the Issuers shall be affected by notice to the contrary.


 


37

















 


(7)                                  The Trustee will authenticate Global
Notes and Definitive Notes in accordance with the provisions of Section 2.02
hereof.


 


(8)                                  All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted
by facsimile.


 


Section 2.07                                Replacement Notes.


 


If any mutilated Note is surrendered to the Trustee or
the Issuers and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers will issue and the Trustee,
upon receipt of an Authentication Order, will authenticate a replacement Note
if the Trustee’s requirements are met. 
If required by the Trustee or the Issuers, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and
the Issuers to protect the Issuers, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Issuers may charge for
their expenses in replacing a Note.


 


Every replacement Note is an additional obligation of
the Issuers and will be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.


 


Section 2.08                                Outstanding Notes.


 


The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding.  Except
as set forth in Section 2.09 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note; however,
Notes held by the Company or Affiliates of the Company shall not be deemed to
be outstanding for purposes of Section 3.07(a) hereof.


 


If a Note is replaced pursuant to Section 2.07 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a “protected purchaser” as defined in the
Uniform Commercial Code.


 


If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue.


 


If the Paying Agent (other than the Company, a
Restricted Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or maturity date, money sufficient to pay Notes payable on that date, then
on and after that date such Notes will be deemed to be no longer outstanding
and will cease to accrue interest.


 


Section 2.09                                Treasury Notes.


 


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Issuers, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuers,
will be considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee knows are so owned will be so disregarded.


 


38

















 


Section 2.10                                Temporary Notes.


 


Until certificates representing Notes are ready for
delivery, the Issuers may prepare and the Trustee, upon receipt of an
Authentication Order, will authenticate temporary Notes.  Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Issuers consider
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay,
the Issuers will prepare and the Trustee will authenticate definitive Notes in
exchange for temporary Notes.


 


Holders of temporary Notes will be entitled to all of
the benefits of this Indenture.


 


Section 2.11                                Cancellation.


 


The Issuers at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent will forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will destroy canceled Notes (subject to the record retention requirement of the
Exchange Act).  Certification of the
destruction of all canceled Notes will be delivered to the Issuers.  The Issuers may not issue new Notes to
replace Notes that they have paid or that have been delivered to the Trustee
for cancellation.


 


Section 2.12                                Defaulted Interest.


 


If the Issuers defaults in a payment of interest on
the Notes, it will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof.  The Issuers will notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the
proposed payment.  The Issuers will fix
or cause to be fixed each such special record date and payment date, provided
that no such special record date may be less than 10 days prior to the related
payment date for such defaulted interest. 
At least 15 days before the special record date, the Issuers (or, upon
the written request of the Issuers, the Trustee in the name and at the expense
of the Issuers) shall mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such
interest to be paid.


 


ARTICLE 3.

REDEMPTION AND PREPAYMENT


 


Section 3.01                                Notices to Trustee.


 


If the Issuers elect to redeem Notes pursuant to the
optional redemption provisions of Section 3.07 hereof, they must furnish to the
Trustee, at least 30 days but not more than 60 days before a redemption date,
an Officers’ Certificate setting forth:


 


(1)                                  the clause of this Indenture
pursuant to which the redemption shall occur;


 


(2)                                  the redemption date;


 


(3)                                  the principal amount of Notes to be
redeemed; and


 


(4)                                  the redemption price.


 


39

















 


Section 3.02                                Selection of Notes to Be Redeemed or
Purchased.


 


If less than all of the Notes are to be redeemed or
purchased in an offer to purchase at any time, the Trustee will select Notes
for redemption or purchase as follows:


 


(1)                                  if the Notes are listed on any
national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed; or


 


(2)                                  if the Notes are not listed on any
national securities exchange, on a pro rata basis, by lot or by such method
as the Trustee shall deem fair and appropriate.


 


In the event of partial redemption or purchase by lot,
the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.


 


The Trustee will promptly notify the Issuers in
writing of the Notes selected for redemption or purchase and, in the case of
any Note selected for partial redemption or purchase, the principal amount
thereof to be redeemed or purchased. 
Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or
purchase.


 


Section 3.03                                Notice of Redemption.


 


Subject to the provisions of Section 3.09 hereof, at
least 30 days but not more than 60 days before a redemption date, the Issuers
will mail or cause to be mailed, by first class mail, a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a redemption
date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 of
this Indenture.


 


The notice will identify the Notes to be redeemed
(including the CUSIP number) and will state:


 


(1)                                  the redemption date;


 


(2)                                  the redemption price;


 


(3)                                  if any Note is being redeemed in
part, the portion of the principal amount of such Note to be redeemed and that,
after the redemption date upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;


 


(4)                                  the name and address of the Paying
Agent;


 


(5)                                  that Notes called for redemption
must be surrendered to the Paying Agent to collect the redemption price;


 


40

















 


(6)                                  that, unless the Issuers default in
making such redemption payment, interest on Notes called for redemption ceases
to accrue on and after the redemption date;


 


(7)                                  the paragraph of the Notes and/or
Section of this Indenture pursuant to which the Notes called for redemption are
being redeemed; and


 


(8)                                  that no representation is made as to
the correctness or accuracy of the CUSIP number, if any, listed in such notice
or printed on the Notes.


 


At the Issuers’ request, the Trustee will give the
notice of redemption in the Issuers’ names and at their expense; provided,
however, that the Issuers have delivered to the Trustee, at least 45
days prior to the redemption date, an Officers’ Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.


 


Section 3.04                                Effect of Notice of Redemption.


 


Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price.  A notice of redemption may not be
conditional.


 


Section 3.05                                Deposit of Redemption or Purchase
Price.


 


One Business Day prior to the redemption or purchase
price date, the Issuers will deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of and accrued
interest and Liquidated Damages, if any, on all Notes to be redeemed or
purchased on that date.  The Trustee or
the Paying Agent will promptly return to the Issuers any money deposited with
the Trustee or the Paying Agent by the Issuers in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Liquidated Damages, if any, on, all Notes to be redeemed or purchased.


 


If the Issuers comply with the provisions of the
preceding paragraph, on and after the redemption or purchase date, interest
will cease to accrue on the Notes or the portions of Notes called for
redemption or purchase.  If a Note is
redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of
business on such record date.  If any
Note called for redemption or purchase is not so paid upon surrender for
redemption or purchase because of the failure of the Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the
rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06                                Notes Redeemed or Purchased in Part.


 


Upon surrender of a Note that is redeemed or purchased
in part, the Issuers will issue and, upon receipt of an Authentication Order,
the Trustee will authenticate for the Holder at the expense of the Issuers a
new Note equal in principal amount to the unredeemed or unpurchased portion of
the Note surrendered.


 


Section 3.07                                Optional Redemption.


 


(a)          At any time prior to June 15, 2006, the Issuers may on
any one or more occasions redeem up to 35% of the aggregate principal amount of
Notes issued under this Indenture (including any Additional Notes issued after
the date of this Indenture) at a redemption price of 109.625% of the principal
amount


 


41

















 


thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Qualified Equity
Offerings; provided
that:


 


(1)                                  at least 65% of the aggregate
principal amount of Notes issued under this Indenture (including any Additional
Notes issued after the date of this Indenture) remains outstanding immediately
after the occurrence of such redemption (excluding Notes held by the Company
and its Affiliates); and


 


(2)                                  the redemption must occur within 90
days of the date of the closing of such Qualified Equity Offering.


 


(b)         Except pursuant to Section 3.07(a), the Notes are not
redeemable at the Issuers’ option prior to June 15, 2007.


 


(c)          After June 15, 2007, the Issuers may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, thereon,
to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2007

  	
   

  	
  104.813

  	
  %

  
	
  2008

  	
   

  	
  102.406

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(d)         Any redemption pursuant to this Section 3.07 shall be
made pursuant to the provisions of Section 3.01 through 3.06 hereof.


 


Section 3.08                                Mandatory Redemption.


 


The Issuers are not required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


Section 3.09                                Offer to Purchase by Application of
Excess Proceeds.


 


In the event that, pursuant to Section 4.10 hereof,
the Company is required to commence an offer to all Holders to purchase Notes
(an “Asset
Sale Offer”), it will follow the procedures specified below.


 


The Asset Sale Offer shall be made to all Holders and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales and assets.  The Asset Sale Offer will remain open for a
period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the “Offer Period”).  No later than five Business Days after the termination of the
Offer Period (the “Purchase Date”), the Company will apply
all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes and such other pari passu Indebtedness (on a pro rata
basis, if applicable) or, if less than the Offer Amount has been tendered, all
Notes and other Indebtedness tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased will be
made in the same manner as interest payments are made.


 


If the Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid
interest, and Liquidated Damages, if any, will be paid to the Person


 


42

















 


in whose name a Note is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.


 


Upon the commencement of an Asset Sale Offer, the
Company will send, by first class mail, a notice to the Trustee and each of the
Holders, with a copy to the Trustee. 
The notice will contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The notice, which will govern the terms of
the Asset Sale Offer, will state:


 


(1)                                  that the Asset Sale Offer is being
made pursuant to this Section 3.09 and Section 4.10 hereof and the length of
time the Asset Sale Offer will remain open;


 


(2)                                  the Offer Amount, the purchase price
and the Purchase Date;


 


(3)                                  that any Note not tendered or
accepted for payment will continue to accrue interest;


 


(4)                                  that, unless the Company defaults in
making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrue interest after the Purchase Date;


 


(5)                                  that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in
integral multiples of $1,000 only;


 


(6)                                  that Holders electing to have a Note
purchased pursuant to any Asset Sale Offer will be required to surrender the
Note, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Note completed, or transfer by book-entry transfer, to the
Company, a Depositary, if appointed by the Company, or a Paying Agent at the
address specified in the notice at least three days before the Purchase Date;


 


(7)                                  that Holders will be entitled to
withdraw their election if the Company, the Depositary or the Paying Agent, as
the case may be, receives, not later than the expiration of the Offer Period, a
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;


 


(8)                                  that, if the aggregate principal
amount of Notes and other pari passu Indebtedness surrendered by
Holders exceeds the Offer Amount, the Company will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with
such adjustments as may be deemed appropriate by the Company so that only Notes
in denominations of $1,000, or integral multiples thereof, will be purchased);
and


 


(9)                                  that Holders whose Notes were
purchased only in part will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered (or transferred by book-entry
transfer).


 


On or before the Purchase Date, the Company will, to
the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and will deliver to the Trustee an Officers’ Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09.  The Company, the Depositary or the Paying Agent, as the case may
be, will promptly (but in any case not later than five days


 


43

















 


after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company will
promptly issue a new Note, and the Trustee, upon written request from the
Company will authenticate and mail or deliver such new Note to such Holder, in
a principal amount equal to any unpurchased portion of the Note
surrendered.  Any Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company will publicly announce the results
of the Asset Sale Offer on the Purchase Date.


 


Other than as specifically provided in this Section
3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.


 


ARTICLE 4.

COVENANTS


 


Section 4.01                                Payment of Notes.


 


The Issuers shall pay or cause to be paid the
principal of, premium, if any, and interest and Liquidated Damages, if any, on
the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and
Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Restricted Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Issuers in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.  The Issuers shall pay all Liquidated
Damages, if any, in the same manner on the dates and in the amounts set forth
in the Registration Rights Agreement.


 


The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace period) at the same rate to the extent lawful.


 


Section 4.02                                Maintenance of Office or Agency.


 


The Issuers shall maintain in the Borough of
Manhattan, the City of New York, an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuers in respect of the Notes and this
Indenture may be served.  The Issuers
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. 
If at any time the Issuers fail to maintain any such required office or
agency or fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.


 


The Issuers may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission
will in any manner relieve the Issuers of their obligation to maintain an
office or agency in the Borough of Manhattan, the City of New York for such
purposes.  The Issuers shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


 


The Issuers hereby designate the Corporate Trust
Office of the Trustee as one such office or agency of the Issuers in accordance
with Section 2.03 hereof.


 


44

















 


Section 4.03                                Reports.


 


(a)          Whether or not required by the rules and regulations
of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to the
Holders of Notes, within the time periods specified in the SEC’s rules and
regulations:


 


(1)                                  all quarterly and annual reports
that would be required to be filed with the SEC on Forms 10-Q and 10-K if the
Issuers were required to file such reports, including, with respect to the
annual information only, a report on the Issuers’ consolidated financial
statements by the Issuers’ certified independent accountants; and


 


(2)                                  all current reports that would be
required to be filed with the SEC on Form 8-K if the Issuers were required to
file such reports.


 


In addition, following the consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, whether or
not required by the SEC, the Issuers shall file a copy of all of the
information and reports referred to in clauses (1) and (2) above with the SEC
for public availability within the time periods specified in the SEC’s rules
and regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.  The Issuers’ reporting
obligations with respect to clauses (1) and (2) above shall be deemed satisfied
in the event the Issuers file such reports with the SEC on EDGAR and deliver a
copy of such reports to the Trustee. 
The Issuers shall at all times comply with TIA § 314(a)(1), (2) and
(4).


 


If, at any time after consummation of the Exchange
Offer contemplated by the Registration Rights Agreement, the Issuers are no
longer subject to the periodic reporting requirements of the Exchange Act for
any reason, the Issuers will nevertheless continue filing the reports specified
in this Section 4.03(a) with the SEC within the time periods specified above
unless the SEC will not accept such filing. 
The Issuers agree that they will not take any action for the sole
purpose of causing the SEC not to accept any such filings.  If, notwithstanding the foregoing, the SEC
will not accept the Issuers’ filings for any reason, the Issuers will post the
reports referred to in this Section 4.03(a) on their website within the time
periods that would apply if the Issuers were required to file those reports
with the SEC.


 


(b)         For so long as any Notes remain outstanding, at any
time they are not required to file the reports required by Section 4.03(a), the
Issuers and the Guarantors shall furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information determinable
from information contained therein, including the Issuers’ compliance with any
of its covenants hereunder (as to which the Trustee is entitled to conclusively
rely exclusively on Officers’ Certificates).


 


Section 4.04                                Compliance Certificate.


 


(a)          The Issuers and each Guarantor (to the extent that
such Guarantor is so required under the TIA) shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers’ Certificate
stating that a review of the activities of the Issuers and their Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Issuers have complied
with all conditions and covenants under this Indenture, and further stating, as
to each such Officer signing such certificate, that to the best of his or her
knowledge the Issuers have


 


45

















 


complied
with each and every condition and covenant contained in this Indenture and are
not in default in the performance or observance of any of the conditions or
covenants of this Indenture (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event.


 


(b)         So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Issuers’ independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial
statements, nothing has come to their attention that would lead them to believe
that the Issuers have violated any provisions of Article 4 or Article 5 hereof
or, if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation.


 


(c)          So long as any of the Notes are outstanding, the
Issuers shall deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers’ Certificate specifying such
Default or Event of Default and what action the Issuers are taking or propose
to take with respect thereto.


 


Section 4.05                                Taxes.


 


The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.


 


Section 4.06                                Stay, Extension and Usury Laws.


 


The Issuers and each of the Guarantors covenant (to
the extent that they may lawfully do so) that they shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuers and each of the Guarantors (to the extent that they
may lawfully do so) hereby expressly waive all benefit or advantage of any such
law, and covenant that they shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law has
been enacted.


 


Section 4.07                                Restricted Payments.


 


(a)          The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:


 


(1)                                  declare or pay any dividend or make
any other payment or distribution on account of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests in their
capacity as such (other


 


46

















 


than
dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or to the Company or a Restricted Subsidiary of the
Company);


 


(2)                                  purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company;


 


(3)                                  make any payment on or with respect
to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness of the Company or any Guarantor that is contractually subordinated
to the Notes or any Subsidiary Guarantee (excluding any intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries), except a payment of interest or principal at the Stated Maturity
thereof;


 


(4)                                  make any Excess FASA Payment; or


 


(5)                                  make any Restricted Investment (all
such payments and other actions set forth in these clauses (1) through (5)
being collectively referred to as “Restricted
Payments”),


 


unless, at the time of and after giving effect to such
Restricted Payment:


 


(1)                                  no Default or Event of Default has
occurred and is continuing or would occur as a consequence of such Restricted
Payment; and


 


(2)                                  the Company would, at the time of
such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) hereof; and


 


(3)                                  such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by the Company
and its Restricted Subsidiaries after the date of this Indenture (excluding
Restricted Payments permitted by clauses (2), (3), (4), (5), (7), (8), (9) and
(10) of paragraph (b) below), is less than the sum, without duplication, of:


 


(A)      50% of the Consolidated Net Income of the Company for
the period (taken as one accounting period) from the beginning of the first
fiscal quarter commencing after the date of this Indenture to the end of the
Company’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus


 


(B)        100% of the aggregate net cash proceeds received by
the Company after the date of this Indenture as a contribution to its common
equity capital or from the issue or sale of Equity Interests of the Company
(other than Disqualified Stock) or from the issue or sale of convertible or
exchangeable Disqualified Stock or convertible or exchangeable debt securities
of the Company that have been converted into or exchanged for such Equity
Interests (other than Equity Interests (or Disqualified Stock or debt
securities) sold to a Subsidiary of the Company), plus


 


(C)        to the extent that any Restricted Investment that was
made after the date of this Indenture is sold for cash or otherwise liquidated,
redeemed, repurchased or repaid


 


47

















 


for cash, the lesser of (i) the cash return of capital with
respect to such Restricted Investment (less the cost of disposition, if any)
and (ii) the initial amount of such Restricted Investment, plus


 


(D)       50% of any dividends received by the Company or a
Restricted Subsidiary after the date of this Indenture from an Unrestricted
Subsidiary of the Company, to the extent that such dividends were not otherwise
included in Consolidated Net Income of the Company for such period, plus


 


(E)         to the extent that any Unrestricted
Subsidiary of the Company is redesignated as a Restricted Subsidiary after the
date of this Indenture, the lesser of (i) the fair market value of the
Company’s Investment in such Subsidiary as of the date of such redesignation or
(ii) such fair market value as of the date on which such Subsidiary was
originally designated as an Unrestricted Subsidiary.


 


(b)         The provisions of Section 4.07(a) will not prohibit:


 


(1)                                  the payment of any dividend within
60 days after the date of declaration of the dividend, if at the date of
declaration the dividend payment would have complied with the provisions of
this Indenture;


 


(2)                                  the redemption, repurchase,
retirement, defeasance or other acquisition of any subordinated Indebtedness of
the Company or any Restricted Subsidiary or of any Equity Interests of Travel
Transaction Processing Corporation, the Company or any Restricted Subsidiary in
exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary of the Company) of or capital
contribution relating to, Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause
(3) (B) of Section 4.07(a);


 


(3)                                  the defeasance, redemption,
repurchase or other acquisition of Indebtedness that is contractually
subordinated to the Notes or any Subsidiary Guarantee or Disqualified Stock of
the Company or any Restricted Subsidiary with the net cash proceeds from an
incurrence of Indebtedness or issuance of Disqualified Stock which is permitted
to be incurred pursuant to Section 4.09 hereof;


 


(4)                                  the payment of any dividend by a
Restricted Subsidiary of the Company to the holders of its Equity Interests on
a pro rata basis;


 


(5)                                  so long as no Default has occurred
and is continuing or would be caused thereby, the payment of dividends to
Travel Transaction Processing Corporation to the extent applied by Travel Transaction
Processing Corporation to repurchase, redeem or otherwise acquire or retire for
value any Equity Interests of Travel Transaction Processing Corporation, the
Company or any Restricted Subsidiary of the Company held by any current or
former employee, officer or director of Travel Transaction Processing
Corporation, the Company or any Subsidiaries of the Company pursuant to any
management equity subscription agreement, stock option agreement, severance
agreement, employment agreement, stockholder’s agreement or similar agreement; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $1.5 million in any twelve-month
period (with amounts not used in any twelve-month period being carried forward
to the subsequent twelve-month period up to a maximum of $4.0 million paid in
any twelve-month period); provided further
that such amounts may be


 


48

















 


increased
by the cash proceeds of key man life insurance received by the Company and its
Restricted Subsidiaries after the date of this Indenture;


 


(6)                                  so long as no Default has occurred
and is continuing or would be caused thereby, the payment of dividends to
Travel Transaction Processing Corporation to the extent applied by Travel
Transaction Processing Corporation to pay interest on the Seller Notes at a
rate not to exceed 5% per annum; provided
that the Company would, at the time of such payment and after giving pro forma
effect thereto as if such payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09 hereof;


 


(7)                                  so long as the Company is treated
for income tax purposes as a disregarded entity or a partnership, distributions
to equity holders or partners of the Company in an amount, with respect to any
period ending after March 31, 2003, not to exceed the Tax Amount for such period;
provided that a distribution of
the Tax Amount shall be made no earlier than 10 days prior to the due date of
the tax payable by equityholders or partners of the Company to which such Tax
Amount relates;


 


(8)                                  the payment of dividends to Travel
Transaction Processing Corporation to the extent applied by Travel Transaction
Processing Corporation to pay its general administrative expenses, including,
without limitation, in respect of director fees and expenses, administrative,
legal and accounting services, in an aggregate amount not to exceed $2.5
million per annum;


 


(9)                                  repurchases of Capital Stock deemed
to occur upon the exercise of stock options if such Capital Stock represents a
portion of the exercise price thereof;


 


(10)                            payments of dividends to Travel
Transaction Processing Corporation not to exceed $200,000 in the aggregate
since the date of this Indenture solely to enable it to make payments to
holders of its Capital Stock in lieu of the issuance of fractional shares of
its Capital Stock; and


 


(11)                            so long as no Default has occurred
and is continuing or would be caused thereby, other Restricted Payments not to
exceed $15.0 million in the aggregate since the date of this Indenture.


 


Notwithstanding the foregoing, the Company shall be
entitled to dividend or distribute the capital stock of Worldspan International
Inc. to Travel Transaction Processing Corporation and/or any other partners of
the Company without complying with this Section 4.07 and shall be entitled to
directly or indirectly reacquire the capital stock of Worldspan International
Inc.; provided that such
reacquisition occurs within one year from the date of this Indenture; provided further that such reacquisition
shall be excluded from clause (2) of Section 4.07(b).  In the event such reacquisition does not occur within one year
from the date of this Indenture, the Company shall be deemed to have made a
Restricted Payment on the date that is one year from the date of this Indenture
in an amount equal to the Investment in the Subsidiary held by the Company as
of the date the Company made such dividend or distribution.  The amount of all Restricted Payments (other
than cash) will be the fair market value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued by the
Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment.  The fair market
value of any assets or securities that are required to be valued by this Section
4.07 will be determined by the Board of Directors whose resolution with respect
thereto shall be delivered to the Trustee. 
Not later than the date of making any Restricted Payment, the Issuers
shall deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations


 


49

















 


required by this Section 4.07 were computed.  For purposes of determining compliance with
this Section 4.07, in the event that a Restricted Payment meets the criteria of
more than one of the exceptions described in (1) through (11) above or is
entitled to be made pursuant to Section 4.07(a), the Company shall be
permitted, in its sole discretion to classify such Restricted Payment in any
manner that complies with this Section 4.07.


 


Section 4.08                                Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.


 


(a)          The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to:


 


(1)                                  pay dividends or make any other
distributions on its Capital Stock to the Company or any of its Restricted
Subsidiaries, or with respect to any other interest or participation in, or
measured by, its profits, or pay any indebtedness owed to the Company or any of
its Restricted Subsidiaries;


 


(2)                                  make loans or advances to the
Company or any of its Restricted Subsidiaries; or


 


(3)                                  transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries.


 


(b)         The restrictions in Section 4.08(a) will not apply to
encumbrances or restrictions existing under or by reason of:


 


(1)                                  agreements governing Existing
Indebtedness and any other agreement, including the Credit Facilities as in
effect on the date of this Indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of those agreements, provided
that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are no more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the date of this Indenture;


 


(2)                                  this Indenture, the Notes and the
Subsidiary Guarantees;


 


(3)                                  applicable law, regulation or order;


 


(4)                                  any (a) instrument governing
Indebtedness or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness or Capital Stock was incurred in connection with
or in contemplation of such acquisition), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred, and (b) any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those
instruments, provided that the
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are no more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in those agreements at the time of such acquisition;


 


50

















 


(5)                                  customary non-assignment provisions
in leases, licenses or other commercial agreements entered into in the ordinary
course of business and consistent with past practices;


 


(6)                                  purchase money obligations for
property acquired in the ordinary course of business that impose restrictions
on that property of the nature described in clause (3) of Section 4.08(a);


 


(7)                                  any agreement for the sale or other
disposition of all or substantially all of the Capital Stock or assets of a
Restricted Subsidiary pending its sale or other disposition;


 


(8)                                  Permitted Refinancing Indebtedness, provided that the restrictions contained
in the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced;


 


(9)                                  any restriction on the transfer of
assets under any Lien permitted under this Indenture imposed by the holder of
the Liens;


 


(10)                            provisions with respect to the
disposition or distribution of assets or property in joint venture agreements,
asset sale agreements, stock sale agreements and other similar agreements
entered into in the ordinary course of business;


 


(11)                            restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business;


 


(12)                            restrictions contained in security
agreements or mortgages securing Indebtedness of a Restricted Subsidiary so
long as the restrictions solely restrict the transfer of the property governed
by the security agreements or mortgages;


 


(13)                            Indebtedness or other contractual
requirements of a Receivables Subsidiary in connection with a Qualified
Receivables Transaction; provided
that such restrictions apply only to such Receivables Subsidiary and its
property or assets, or Liens or receivables or related assets which are the
subject of, a Qualified Receivables Transaction; and


 


(14)                            the Seller Notes as in effect on the
date of this Indenture and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of
the Seller Notes, provided that
the amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are no more restrictive, taken as a
whole, with respect to such dividend and other restrictions than those
contained in the Seller Notes on the date of this Indenture.


 


Section 4.09                                Incurrence of Indebtedness and
Issuance of Preferred Stock.


 


(a)          The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and the Company shall not issue any Disqualified Stock and
shall not permit any of its Restricted Subsidiaries that are not Guarantors to
issue any shares of preferred stock; provided,
however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Guarantors may incur Indebtedness or issue preferred stock, if the Fixed
Charge Coverage Ratio for the Company’s most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such


 


51

















 


Disqualified
Stock or preferred stock is issued would have been at least 2.25 to 1.0,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or preferred stock had been issued, as the case may be, at
the beginning of such four-quarter period.


 


(b)         The provisions of Section 4.09(a) will not prohibit
the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


 


(1)                                  the incurrence by the Company and
any Guarantor of additional Indebtedness and letters of credit under Credit
Facilities in an aggregate principal amount at any one time outstanding under
this clause (1) (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company and its Restricted
Subsidiaries thereunder) not to exceed $175.0 million less the aggregate amount of all Net
Proceeds of Asset Sales applied by the Company or any of its Restricted
Subsidiaries since the date of this Indenture to repay any term Indebtedness
under a Credit Facility or to repay any revolving credit Indebtedness under a
Credit Facility and effect a corresponding commitment reduction thereunder
pursuant to Section 4.10 hereof (provided
that such amount shall be reduced to the extent of any reduction or elimination
of any Indebtedness under any Credit Facility resulting from or relating to the
formation of any Receivables Subsidiary or the consummation of any Qualified
Receivables Transaction);


 


(2)                                  the incurrence by the Company and
its Restricted Subsidiaries of the Existing Indebtedness;


 


(3)                                  the incurrence by the Company and
the Guarantors of Indebtedness represented by the Notes and the related
Subsidiary Guarantees to be issued on the date of this Indenture and the
Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to
the Registration Rights Agreement;


 


(4)                                  the incurrence by the Company or any
of the Guarantors of Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of the Company or such Guarantor (whether through the direct purchase
of assets or the Equity Interests of any Person owning such assets) in an
aggregate principal amount, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (4), not to exceed $25.0 million at any time outstanding;


 


(5)                                  the incurrence by the Company or any
of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in
exchange for, or the net proceeds of which are used to refund, refinance or
replace Indebtedness (other than intercompany Indebtedness) that was permitted
by this Indenture to be incurred under Section 4.09(a) or clauses (2), (3),
(4), (5), or (17) of this Section 4.09(b);


 


(6)                                  the incurrence by the Company or any
of its Restricted Subsidiaries of intercompany Indebtedness between or among
the Company and any of its Restricted Subsidiaries; provided, however, that:


 


(A)      if the Company or any Guarantor is the obligor on such
Indebtedness, such Indebtedness must be expressly subordinated to the prior
payment in full in cash of all


 


52

















 


Obligations with respect to the Notes, in the case of the
Company, or the Subsidiary Guarantee, in the case of a Guarantor; and


 


(B)        (i) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other
than the Company or a Restricted Subsidiary of the Company and (ii) any
sale or other transfer of any such Indebtedness to a Person that is not either
the Company or a Restricted Subsidiary of the Company; will be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, that was not permitted by this
clause (6);


 


(7)                                  the incurrence by the Company or any
of its Restricted Subsidiaries of Hedging Obligations entered into in the
ordinary course of business and not for speculative purposes;


 


(8)                                  the guarantee by the Company or any
of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of
the Company that was permitted to be incurred by another provision of this
Section 4.09(b); provided that if
the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the
guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;


 


(9)                                  the incurrence by the Company or any
of its Restricted Subsidiaries constituting reimbursement obligations with
respect to letters of credit issued in the ordinary course of business; provided that upon the drawing of such
letters of credit, such obligations are reimbursed within 30 days following
such drawing;


 


(10)                            the accrual of interest, the
accretion or amortization of original issue discount, the payment of interest
on any Indebtedness in the form of additional Indebtedness with the same terms,
the payment of dividends on Disqualified Stock or preferred stock in the form
of additional shares of the same class of Disqualified Stock or preferred
stock, and the accrual of dividends on Disqualified Stock or preferred stock
shall not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock or preferred stock for purposes of this Section 4.09(b); provided, in each such case, that the
amount thereof is included in the Fixed Charges of the Company as accrued;


 


(11)                            the incurrence of Indebtedness by
the Company or any of its Restricted Subsidiaries in the form of performance
bonds, completion guarantees and surety or appeal bonds entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of their business;


 


(12)                            the incurrence of Indebtedness by
the Company or any Restricted Subsidiary arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business; provided that the Indebtedness is
satisfied within five business days of Incurrence;


 


(13)                            the incurrence of Indebtedness by
the Company or any of its Restricted Subsidiaries owed to any Person in
connection with worker’s compensation, self-insurance, health, disability or
other employee benefits or property, casualty or liability insurance provided
by such Person to the Company or such Restricted Subsidiary, pursuant to
reimbursement or indemnification obligations to such person, in each case
incurred in the ordinary course of business and consistent with past practices;


 


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(14)                            the incurrence of Indebtedness by
the Company and its Restricted Subsidiaries arising from agreements of the
Company or any of its Restricted Subsidiaries providing for adjustment of
purchase price or other similar obligations, in each case, incurred or assumed
in connection with the disposition of any business, assets or a Restricted
Subsidiary of the Company;


 


(15)                            the incurrence by a Receivables
Subsidiary of Indebtedness in a Qualified Receivables Transaction that is
without recourse to the Company or any of its Restricted Subsidiaries or their
respective property or assets (other than such Receivables Subsidiary and its
assets and, as to the Company or any of its Restricted Subsidiaries, other than
pursuant to representations, warranties, covenants and indemnities customary
for such transactions) and is not guaranteed by the Company or any of its
Restricted Subsidiaries;


 


(16)                            the incurrence of Indebtedness by
the Company in the event of a Continuing Payment Termination or Worldspan
Bankruptcy FASA Rejection; and


 


(17)                            the incurrence by the Company or any
of its Restricted Subsidiaries of additional Indebtedness in an aggregate
principal amount (or accreted value, as applicable) at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (17), not to
exceed $50.0 million.


 


The Company shall not incur, and shall not permit any
Guarantor to incur, any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of the
Company or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the applicable Subsidiary
Guarantee on substantially identical terms; provided, however, that no Indebtedness
shall be deemed to be contractually subordinated in right of payment to any
other Indebtedness of the Company solely by virtue of being unsecured or by
virtue of being secured on a first or junior Lien basis.


 


For purposes of determining compliance with this
Section 4.09, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in
clauses (1) through (17) above, or is entitled to be incurred pursuant to
Section 4.09(a), the Issuers will be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this
Section 4.09.  Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exemption provided by clause (1) of
the definition of Permitted Debt.


 


Section 4.10                                Asset Sales.


 


The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(1)                                  the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of the Asset
Sale at least equal to the fair market value of the assets or Equity Interests
issued or sold or otherwise disposed of;


 


(2)                                  the fair market value is determined
by the Company’s Board of Directors and evidenced by a resolution of the Board
of Directors set forth in an Officers’ Certificate delivered to the Trustee;
and


 


54

















 


(3)                                  at least 75% of the consideration
received in the Asset Sale by the Company or such Restricted Subsidiary is in
the form of cash or Cash Equivalents. 
For purposes of this provision, each of the following shall be deemed to
be cash:


 


(A)      any liabilities, as shown on the Company’s most recent
consolidated balance sheet, of the Company or any Restricted Subsidiary (other
than contingent liabilities and liabilities that are by their terms
subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the
transferee of any such assets pursuant to an arrangement that releases the
Company or such Restricted Subsidiary from further liability; and


 


(B)        any securities, notes or other obligations received by
the Company or any such Restricted Subsidiary from such transferee that are,
within 90 days after receipt thereof, converted by the Company or such
Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash
and Cash Equivalents received in that conversion.


 


Within 360 days after the receipt of any Net Proceeds
from an Asset Sale, the Company may apply those Net Proceeds at its option:


 


(1)                                  to repay Indebtedness under a Credit
Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto;


 


(2)                                  to acquire all or substantially all
of the assets of, or a majority of the Voting Stock of, a Person primarily
engaged in a Permitted Business;


 


(3)                                  to make a capital expenditure;


 


(4)                                  to acquire other assets that are not
classified as current assets under GAAP and that are used or useful in a
Permitted Business; or


 


(5)                                  to acquire the Capital Stock of a
Person that becomes a Restricted Subsidiary as a result of the acquisition of
the Capital Stock by the Company or another Restricted Subsidiary or to acquire
Capital Stock constituting a minority interest in any Person; provided, in each case, that such Person
is primarily engaged in a Permitted Business.


 


In the case of clauses (2), (4) and (5), the Company
shall also comply with its obligations above if it enters into a binding
commitment to acquire such assets, Voting Stock or Capital Stock within the
required time frame above, provided
that such binding commitment shall be subject only to customary conditions and
such acquisition shall be consummated within six months from the date of
signing such binding commitment.


 


Pending the final application of any Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
the Net Proceeds in any manner that is not prohibited by this Indenture.


 


Any Net Proceeds from Asset Sales that are not applied
or invested as provided in the preceding paragraph shall constitute “Excess
Proceeds.”  When the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Issuers shall make an Asset Sale
Offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets in accordance with
Section 4.09 hereof to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness
that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer


 


55

















 


will be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase
(or, in respect of such other pari passu
Indebtedness, such higher price, if any, as may be provided for by the terms of
such pari passu Indebtedness),
and will be payable in cash.  If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture.  If the aggregate principal
amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis.  Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.


 


The Issuers shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in
connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any
securities laws or regulations conflict with the Asset Sale provisions of
Sections 3.09 or 4.10 hereof, the Issuers shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached their
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.


 


Section 4.11                                Transactions with Affiliates.


 


(a)          The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an “Affiliate
Transaction”), unless:


 


(1)                                  the Affiliate Transaction is on
terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with a Person that is not an
Affiliate of the Company; and


 


(2)                                  the Company delivers to the Trustee:


 


(A)      with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, a resolution of the Board of Directors set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this
Section 4.11(a) and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors; and


 


(B)        with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$15.0 million, an opinion as to the fairness to the Company of such Affiliate
Transaction from a financial point of view or that such Affiliate Transaction
is not less favorable to the Company and its Restricted Subsidiaries than could
reasonably be expected to be obtained in a comparable transaction with a Person
that is not an Affiliate of the Company, as issued by an accounting, appraisal
or investment banking firm of national standing.


 


(b)         The following items will not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.11(a):


 


56

















 


(1)                                  any employment agreement entered
into by the Company or any of its Restricted Subsidiaries in the ordinary
course of business of the Company or such Restricted Subsidiary;


 


(2)                                  transactions between or among the
Company and/or its Restricted Subsidiaries;


 


(3)                                  transactions with a Person that is
an Affiliate of the Company solely because the Company owns an Equity Interest
in, or controls, such Person;


 


(4)                                  payment of reasonable fees, compensation
or employee benefits arrangements to and indemnity provided for the benefit of
employees, directors or officers of Travel Transaction Processing Corporation,
the Company or any Restricted Subsidiary of the Company in the ordinary course
of business;


 


(5)                                  issuances or sales of Equity
Interests (other than Disqualified Stock) to Affiliates, employees, officers
and directors of Travel Transaction Processing Corporation, the Company or any
of their Subsidiaries;


 


(6)                                  payment of fees by the Company in an
aggregate amount not to exceed $1.5 million per annum plus reimbursement
expenses for advisory services pursuant to the Advisory Agreement as in effect
on the date of this Indenture;


 


(7)                                  Restricted Payments or Permitted
Investments that are permitted by the provisions of Section 4.07 hereof;


 


(8)                                  loans or advances to employees,
directors, officers or consultants in an aggregate amount not to exceed $7.5
million outstanding at any one time;


 


(9)                                  transactions pursuant to any
contract or agreement with the Company or any of its Restricted Subsidiaries in
effect on the date of this Indenture, as the same may be amended, modified or
replaced from time to time so long as any such amendment, modification or
replacement is not less favorable to the Company and its Restricted
Subsidiaries in any material respect than the original agreement as in effect
on the date of this Indenture;


 


(10)                            the Subsidiary Guarantees;


 


(11)                            transactions pursuant to the
Stockholders Agreement as in effect on the date of this Indenture or any
similar agreement or any amendment, modification or replacement of such
Stockholders Agreement or agreement; provided
that the terms of such amendment, modification or replacement is not more
disadvantageous to the Holders of the Notes in any material respect than the
terms contained in the Stockholders Agreement or similar agreement;


 


(12)                            any Tax sharing Agreement; provided that the aggregate amount payable
by the Company pursuant thereto shall not exceed the Tax Amount;


 


(13)                            the provisions by an Affiliate of
commercial banking or lending services, investment banking or other similar
services on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those that would have been obtained by an
unaffiliated party and that are approved in good faith by a majority of the
members of the Board of Directors;


 


(14)                            any transaction effected as part of
a Qualified Receivables Transaction;


 


57

















 


(15)                            any transaction with customers,
clients, or suppliers of the Company or its Restricted Subsidiaries on terms
that are no less favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained by an unaffiliated party and that are
approved in good faith by a majority of the members of the Board of Directors;
and


 


(16)                            the dividend, distribution or
acquisition of the capital stock of Worldspan International Inc. in accordance
with the provisions of Section 4.07 hereof.


 


Section 4.12                                Liens.


 


The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
otherwise cause or suffer to exist or become effective any Lien of any kind on
any asset now owned or hereafter acquired, except Permitted Liens, unless all
payments due under this Indenture and the Notes are secured on an equal and
ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien.


 


Section 4.13                                Line of Business.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
its Subsidiaries taken as a whole.


 


Section 4.14                                Corporate Existence.


 


Subject to Article 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect:


 


(1)                                  its corporate existence, and the
corporate, partnership or other existence of each of its Restricted Subsidiaries,
in accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Restricted Subsidiary;
and


 


(2)                                  the rights (charter and statutory),
licenses and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence
of any of its Restricted Subsidiaries, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the Holders of
the Notes.


 


Section 4.15                                Offer to Repurchase Upon Change of
Control.


 


(a)          Upon the occurrence of a Change of Control, the
Issuers shall make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000) of each Holder’s Notes at a purchase price equal to 101% of the
aggregate principal amount of Notes purchased plus accrued and unpaid interest
and Liquidated Damages, if any, on the Notes repurchased, to the date of
purchase, subject to the rights of noteholders on the relevant record date to
receive interest due on the relevant interest payment date (the “Change of
Control Payment”). Within thirty days following any Change of
Control, the Issuers shall mail a notice to the Trustee and each Holder
describing the transaction or transactions that constitute the Change of
Control and stating:


 


58

















 


(1)                                  that the Change of Control Offer is
being made pursuant to this Section 4.15 and that all Notes tendered will be accepted
for payment;


 


(2)                                  the purchase price and the purchase
date, which shall be no earlier than 30 and no later than 60 business days from
the date such notice is mailed (the “Change of Control Payment Date”);


 


(3)                                  that any Note not tendered will
continue to accrue interest;


 


(4)                                  that, unless the Issuers default in
the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer will cease to accrue interest after the
Change of Control Payment Date;


 


(5)                                  that Holders electing to have any
Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;


 


(6)                                  that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a facsimile transmission or letter setting forth the name of the Holder,
the principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing his election to have the Notes purchased; and


 


(7)                                  that Holders whose Notes are being
purchased only in part will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple thereof.


 


The Issuers shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change in
Control.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of Sections 3.09 or 4.15 of this Indenture, the Issuers shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.09 or this Section 4.15 by virtue of
such conflict.


 


(b)         On the Change of Control Payment Date, the Issuers
shall, to the extent lawful:


 


(1)                                  accept for payment all Notes or
portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(2)                                  deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes properly tendered; and


 


(3)                                  deliver or cause to be delivered to
the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions of Notes being
purchased by the Issuers.


 


The Paying Agent shall promptly mail to each Holder of
Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee shall promptly authenticate and mail (or cause to be


 


59

















 


transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided
that each new Note will be in a principal amount of $1,000 or an integral
multiple of $1,000 unless the unpurchased amount of the new Note does not equal
an integral multiple of $1,000.  The
Issuers shall publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.


 


(c)          Notwithstanding anything to the contrary in this
Section 4.15, the Issuers shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15 and Section 3.09 hereof and
purchases all Notes properly tendered and not withdrawn under the Change of
Control Offer.


 


Section 4.16                                Payments for Consent.


 


The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid and is paid to all Holders of the Notes that consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.


 


Section 4.17                                Additional Subsidiary Guarantees.


 


If the Company or any of its Restricted Subsidiaries
acquires or creates another Domestic Subsidiary after the date of this
Indenture (other than (1) a Domestic Subsidiary that has been properly
designated as an Unrestricted Subsidiary in accordance with this Indenture for
so long as it continues to constitute an Unrestricted Subsidiary and (2) any
Receivables Subsidiary), or the Company designates any Unrestricted Subsidiary
that is a Domestic Subsidiary to be a Restricted Subsidiary, then that Domestic
Subsidiary shall become a Guarantor and execute a Subsidiary Guarantee pursuant
to a supplemental indenture in form and substance satisfactory to the Trustee
and deliver an Opinion of Counsel to the Trustee within ten Business Days of
the date on which it was acquired or created or designated a Restricted
Subsidiary; provided that any
Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a
Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form
of such Subsidiary Guarantee is attached as Exhibit E hereto.


 


Section 4.18                                Designation of Restricted and
Unrestricted Subsidiaries


 


The Board of Directors may designate any Restricted
Subsidiary, other than WS Financing, to be an Unrestricted Subsidiary if that
designation would not cause a Default. 
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary,
the aggregate fair market value of all outstanding Investments owned by the
Company and its Restricted Subsidiaries in the Subsidiary properly designated
will be deemed to be an Investment made as of the time of the designation and
will reduce the amount available for Restricted Payments under Section 4.07(a)
hereof or Permitted Investments, as determined by the Company.  That designation will only be permitted if
the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.  The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.


 


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Section 4.19                                Restrictions on Activities of WS
Financing


 


WS Financing shall not hold any material assets,
become liable for any material obligations or engage in any significant
business activities; provided
that WS Financing may be a co-obligor or guarantor with respect to Indebtedness
if the Company is an obligor of such Indebtedness and the net proceeds of such
Indebtedness are received by the Company or one or more of the Company’s
Restricted Subsidiaries other than WS Financing.


 


Section 4.20                                Restrictions on Activities of
Parents


 


Parents shall not engage in any business activities
other than holding the Capital Stock of the Company; provided that the Parents may be a guarantor with respect to
Indebtedness if the Company is an obligor of such Indebtedness and the net
proceeds of such Indebtedness are received by the Company or one or more of the
Company’s Restricted Subsidiaries and Travel Transaction Processing Corporation
may incur the Indebtedness outstanding under the Seller Notes (including
pay-in-kind interest payments thereon) and be a party to, and subject to the
terms of, the Founder Airline Services Agreements.


 


ARTICLE 5.

SUCCESSORS


 


Section 5.01                                Merger, Consolidation, or Sale of
Assets.


 


The Company shall not, directly or indirectly:  (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving entity); or (2)
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person;
unless:


 


(1)                                  either:


 


(A)      the Company is the surviving entity; or


 


(B)        the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is an
entity organized or existing under the laws of the United States, any state of
the United States or the District of Columbia (provided
that if the Person formed by or surviving any such consolidation or merger with
the Company is not a corporation, a corporate co-issuer shall also be an
obligor with respect to the Notes);


 


(2)                                  the Person formed by or surviving
any such consolidation or merger (if other than  the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the obligations
of the Company under the Notes, this Indenture and the Registration Rights
Agreement pursuant to a supplemental indenture or agreements reasonably
satisfactory to the Trustee;


 


(3)                                  immediately after such transaction,
no Default or Event of Default exists; and


 


(4)                                  (A) the Company or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition has
been made shall, on the date of such transaction after giving pro forma effect
thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a), or (B) the Fixed Charge Coverage Ratio
on the date of such transaction after giving pro forma effect


 


61

















 


thereto
would be equal to or greater than the same ratio for the Company and its Restricted
Subsidiaries immediately prior to the transaction.


 


This Section 5.01 will not apply to (A) a sale,
assignment, transfer, conveyance or other disposition of assets between or
among the Company and any of the Guarantors or (B) any merger or consolidation
of (1) the Company with and into a Guarantor or (2) the Company with and into
an Affiliate of the Company for the purpose of incorporating or reincorporating
or organizing or reorganizing the Company in the same or another jurisdiction
in the United States or any state thereof or the District of Columbia.


 


Section 5.02                                Successor Corporation Substituted.


 


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof, the
successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale,
lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal of and
interest on the Notes except in the case of a sale of all or substantially all
of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.


 


ARTICLE 6.

DEFAULTS AND REMEDIES


 


Section 6.01                                Events of Default.


 


Each of the following is
an Event of Default:


 


(1)                                  default for 30 days in the payment
when due of interest on, or Liquidated Damages with respect to, the Notes;


 


(2)                                  default in payment when due of the
principal of, or premium, if any, on the Notes;


 


(3)                                  failure by the Company or any of its
Subsidiaries to comply with the provisions of Section 5.01 hereof;


 


(4)                                  failure by the Company or any of its
Subsidiaries for 30 days after notice from the Trustee or the Holders of 25% or
more of the Notes then outstanding to comply with the provisions of Sections
4.07, 4.09 and 4.15 hereof;


 


(5)                                  failure by the Company or any of its
Subsidiaries for 60 days after notice from the Trustee or the Holders of 25% or
more of the Notes then outstanding to comply with any of the other agreements
in this Indenture;


 


(6)                                  default under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by


 


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the
Company or any of its Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Subsidiaries) whether such Indebtedness or guarantee
now exists, or is created after the date of this Indenture, if that default:


 


(A)      is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or


 


(B)        results in the acceleration of such Indebtedness prior
to its express maturity,


 


and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $25.0 million or more;


 


(7)                                  a final judgment or final judgments
for the payment of money are entered by a court of competent jurisdiction
against the Company or any of its Subsidiaries, which judgment or judgments are
not paid, discharged or stayed for a period of 60 days after such judgment
becomes final and non-appealable; provided
that the aggregate of all such undischarged judgments exceeds $25.0 million;


 


(8)                                  the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:


 


(A)      commences a voluntary case,


 


(B)        consents to the entry of an order for relief against
it in an involuntary case,


 


(C)        consents to the appointment of a custodian of it or
for all or substantially all of its property,


 


(D)       makes a general assignment for the benefit of its
creditors, or


 


(E)         generally is not paying its debts as they become due;
or


 


(9)                                  a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that:


 


(A)      is for relief against the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary in an involuntary case;


 


(B)        appoints a custodian of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary or for all or substantially all of
the property of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as whole, would constitute a Significant
Subsidiary; or


 


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(C)        orders the liquidation of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary;


 


and the order or decree
remains unstayed and in effect for 60 consecutive days; or


 


(10)                            except as permitted by this
Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to
be unenforceable or invalid or shall cease for any reason to be in full force
and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Subsidiary Guarantee.


 


Section 6.02                                Acceleration.


 


In the case of an Event of Default specified in clause
(8) or (9)  of
Section 6.01 hereof, with respect to the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice.  If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.


 


Upon any such declaration, the Notes shall become due
and payable immediately. 
Notwithstanding the foregoing, if an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company,
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary, all outstanding Notes shall
be due and payable immediately without further action or notice.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the Trustee
may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.


 


Section 6.03                                Other Remedies.


 


If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal,
premium and Liquidated Damages, if any, and interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it does
not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


 


Section 6.04                                Waiver of Past Defaults.


 


Holders of not less than a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may on
behalf of the Holders of all of the Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages, if
any, or interest on, the Notes (including in connection with an offer to
purchase); provided,
however, that the Holders of a majority in aggregate principal
amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration.  Upon any such waiver,
such


 


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Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 


Section 6.05                                Control by Majority.


 


Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. 
However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.


 


Section 6.06                                Limitation on Suits.


 


A Holder of a Note may pursue a remedy with respect to
this Indenture or the Notes only if:


 


(1)                                  the Holder of a Note gives to the
Trustee written notice of a continuing Event of Default;


 


(2)                                  the Holders of at least 25% in
principal amount of the then outstanding Notes make a written request to the
Trustee to pursue the remedy;


 


(3)                                  such Holder of a Note or Holders of
Notes offer and, if requested, provide to the Trustee indemnity satisfactory to
the Trustee against any loss, liability or expense;


 


(4)                                  the Trustee does not comply with the
request within 60 days after receipt of the request and the offer and, if
requested, the provision of indemnity; and


 


(5)                                  during such 60-day period the
Holders of a majority in principal amount of the then outstanding Notes do not
give the Trustee a direction inconsistent with the request.


 


A Holder of a Note may not use this Indenture to prejudice
the rights of another Holder of a Note or to obtain a preference or priority
over another Holder of a Note.


 


Section 6.07                                Rights of Holders of Notes to
Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Note to receive payment of principal, premium and
Liquidated Damages, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Section 6.08                                Collection Suit by Trustee.


 


If an Event of Default specified in Section 6.01(1) or
(2) occurs and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against the Issuers for the
whole amount of principal of, premium and Liquidated Damages, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


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Section 6.09                                Trustee May File Proofs of Claim.


 


The Trustee is authorized to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Holders of the Notes allowed in any judicial proceedings relative to
the Issuers (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof
out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of,
any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.10                                Priorities.


 


If the Trustee collects any money pursuant to this
Article 6, it shall pay out the money in the following order:


 


First:                                     to
the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


 


Second:                       to Holders
of Notes for amounts due and unpaid on the Notes for principal, premium and
Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium and Liquidated Damages, if any and interest, respectively;
and


 


Third:                                 to
the Issuers or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment date for
any payment to Holders of Notes pursuant to this Section 6.10.


 


Section 6.11                                Undertaking for Costs.


 


In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


 


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Section 6.12                                Restoration of Rights and Remedies


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Issuers, the Trustee, and
the Holders will be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders will continue as though no such proceeding had been instituted.


 


ARTICLE 7.

TRUSTEE


 


Section 7.01                                Duties of Trustee.


 


(a)          If an Event of Default has occurred and is continuing,
the Trustee will exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


(b)         Except during the continuance of an Event of Default:


 


(1)                                  the duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(2)                                  in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, the Trustee will
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


(c)          The Trustee may not be relieved from liabilities for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(1)                                  this paragraph does not limit the
effect of paragraph (b) of this Section 7.01;


 


(2)                                  the Trustee will not be liable for
any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and


 


(3)                                  the Trustee will not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05 hereof.


 


(d)         Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), and (c) of this Section 7.01.


 


(e)          No provision of this Indenture will require the
Trustee to expend or risk its own funds or incur any liability.  The Trustee will be under no obligation to
exercise any of its rights and powers under


 


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this
Indenture at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability
or expense.


 


(f)            The Trustee will not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Issuers.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.


 


Section 7.02                                Rights of Trustee.


 


(a)          The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not
investigate any fact or matter stated in the document.


 


(b)         Before the Trustee acts or refrains from acting, it
may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee will not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.  The
Trustee may consult with counsel and the advice of such counsel or any Opinion
of Counsel will be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.


 


(c)          The Trustee may act through its attorneys and agents
and will not be responsible for the misconduct or negligence of any agent
appointed with due care.


 


(d)         The Trustee will not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


(e)          Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Issuers will be
sufficient if signed by an Officer of the Issuers.


 


(f)            The Trustee will be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.


 


(g)         Any request or direction of the Company mentioned
herein will be sufficiently evidenced by a written order of the Issuers  and any resolution of the Board of Directors
will be sufficiently evidenced by a Board Resolution.


 


(h)         The Trustee will not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness, or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it will be entitled
to examine the books, records, and premises of the Issuers, personally or by
agent or attorney at the sole cost of the Issuers and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation
except as set forth herein.


 


(i)             The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event


 


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which
is in fact such a default is received by the Trustee at the Corporate Trust
Office, and such notice references the Notes and this Indenture.


 


(j)             The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.


 


(k)          The Trustee may request that the Issuers deliver an
Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers’ Certificate may be signed by any person authorized
to sign an Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.


 


Section 7.03                                Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Issuers or any Affiliate of the Issuers with the same rights it would have if
it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
or resign.  Any Agent may do the same
with like rights and duties.  The
Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04                                Trustee’s Disclaimer.


 


The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for the Issuers’ use of the proceeds from the Notes
or any money paid to the Issuers or upon the Issuers’ direction under any
provision of this Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.


 


Section 7.05                                Notice of Defaults.


 


If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default
or Event of Default in payment of principal of, premium or Liquidated Damages,
if any, or interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.06                                Reports by Trustee to Holders of the
Notes.


 


(a)          Within 60 days after each June 15 beginning with the
June 15 following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA
§ 313(b)(2).  The Trustee will also
transmit by mail all reports as required by TIA § 313(c).


 


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(b)         A copy of each report at the time of its mailing to
the Holders of Notes will be mailed by the Trustee to the Issuers and filed by
the Trustee with the SEC and each stock exchange on which the Notes are listed
in accordance with TIA § 313(d). 
The Issuers will promptly notify the Trustee when the Notes are listed
on any stock exchange.


 


Section 7.07                                Compensation and Indemnity.


 


(a)          The Issuers will pay to the Trustee from time to time
such compensation as the parties shall agree in writing from time to time for
its acceptance of this Indenture and services hereunder.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Issuers will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
including taxes (other than those based upon the income of the Trustee)
incurred or made by it in addition to the compensation for its services.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)         The Issuers and the Guarantors will indemnify the
Trustee and any predecessor Trustee against any and all losses, damages,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Issuers and the
Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Issuers, the Guarantors or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence or bad faith.  The Trustee will notify the Issuers promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Issuers will not relieve the
Issuers or any of the Guarantors of their obligations hereunder.  The Issuers or such Guarantor will defend
the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and
the Issuers will pay the reasonable fees and expenses of such counsel.  Neither the Issuers nor any Guarantor need
pay for any settlement made without their consent, which consent will not be
unreasonably withheld.


 


(c)          The obligations of the Issuers and the Guarantors
under this Section 7.07 will survive the satisfaction and discharge of this
Indenture.


 


(d)         To secure the Issuers’ payment obligations in this
Section 7.07, the Trustee will have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. 
Such Lien will survive the satisfaction and discharge of this Indenture.


 


(e)          When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(7) or (8) hereof occurs,
the expenses and the compensation for the services (including the fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.


 


(f)            The Trustee will comply with the provisions of TIA
§ 313(b)(2) to the extent applicable.


 


Section 7.08                                Replacement of Trustee.


 


(a)          A resignation or removal of the Trustee and
appointment of a successor Trustee will become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.08.


 


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(b)         The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuers.  The Holders of a majority in principal
amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Issuers in writing.  The
Issuers may remove the Trustee if:


 


(1)                                  the Trustee fails to comply with
Section 7.10 hereof;


 


(2)                                  the Trustee is adjudged a bankrupt
or an insolvent or an order for relief is entered with respect to the Trustee
under any Bankruptcy Law;


 


(3)                                  a custodian or public officer takes
charge of the Trustee or its property; or


 


(4)                                  the Trustee becomes incapable of
acting.


 


(c)          If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Issuers will promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Issuers.


 


(d)         If a successor Trustee does not take office within 60
days after the retiring Trustee resigns or is removed, the retiring Trustee (at
the expense of the Issuers), the Issuers, or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(e)          If the Trustee, after written request by any Holder
who has been a Holder for at least six months, fails to comply with Section
7.10, such Holder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


(f)            A successor Trustee will deliver a written acceptance
of its appointment to the retiring Trustee and to the Issuers.  Thereupon, the resignation or removal of the
retiring Trustee will become effective, and the successor Trustee will have all
the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of
its succession to Holders.  The retiring
Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof.  Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Issuers’ obligations under
Section 7.07 hereof will continue for the benefit of the retiring Trustee.


 


Section 7.09                                Successor Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act will be
the successor Trustee.


 


Section 7.10                                Eligibility; Disqualification.


 


There will at all times be a Trustee hereunder that is
a corporation organized and doing business under the laws of the United States
of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $50 million as set forth in its most recent published annual report of
condition.


 


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This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).


 


Section 7.11                                Preferential Collection of Claims
Against Issuers.


 


The Trustee is subject to TIA § 311(a), excluding
any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein.


 


ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01                                Option to Effect Legal Defeasance or
Covenant Defeasance.


 


The Issuers may, at the option of their respective
Boards of Directors evidenced by a resolution set forth in an Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.


 


Section 8.02                                Legal Defeasance and Discharge.


 


Upon the Issuers’ exercise under Section 8.01 hereof
of the option applicable to this Section 8.02, the Issuers and each of the
Guarantors will, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from their obligations
with respect to all outstanding Notes (including the Subsidiary Guarantees) on
the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this
purpose, Legal Defeasance means that the Issuers and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), which will thereafter
be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes, the
Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Issuers, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


 


(1)                                  the rights of Holders of outstanding
Notes to receive payments in respect of the principal of, or interest or
premium and Liquidated Damages, if any, on such Notes when such payments are
due from the trust referred to in Section 8.04 hereof;


 


(2)                                  the Issuers’ obligations with
respect to such Notes under Article 2 and Section 4.02 hereof;


 


(3)                                  the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’
obligations in connection therewith; and


 


(4)                                  this Article 8.


 


Subject to compliance with this Article 8, the Issuers
may exercise their option under this Section 8.02 notwithstanding the prior
exercise of their option under Section 8.03 hereof.


 


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Section 8.03                                Covenant Defeasance.


 


Upon the Issuers’ exercise under Section 8.01 hereof
of the option applicable to this Section 8.03, the Issuers and the Guarantors
will, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from each of their obligations under the covenants
contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15,
4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clauses (3) or  (4) of Section 5.01 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will
thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and Subsidiary Guarantees, the
Issuers and the Guarantors may omit to comply with and will have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
and Note Guarantees will be unaffected thereby.  In addition, upon the Issuers’ exercise under Section 8.01 hereof
of the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(8) hereof will not constitute Events of Default.


 


Section 8.04                                Conditions to Legal or Covenant
Defeasance.


 


In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(1)                                  the Issuers must irrevocably deposit
with the Trustee, in trust, for the benefit of the Holders, cash in United
States dollars, non-callable Government Securities, or a combination thereof,
in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of,
premium and Liquidated Damages, if any, and interest on the outstanding Notes
on the stated date for payment thereof or on the applicable redemption date, as
the case may be, and the Issuers must specify whether the Notes are being
defeased to maturity or to a particular redemption date;


 


(2)                                  in the case of an election under
Section 8.02 hereof, the Issuers have delivered to the Trustee an Opinion of
Counsel (subject to customary assumptions and exceptions) in the United States
reasonably acceptable to the Trustee confirming that:


 


(A)      the Issuers have received from, or there has been
published by, the Internal Revenue Service a ruling; or


 


(B)        since the date of this Indenture, there has been a
change in the applicable federal income tax law,


 


in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred;


 


(3)                                  in the case of an election under
Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of
Counsel (subject to customary assumptions and exceptions) in the


 


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United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)                                  no Default or Event of Default shall
have occurred and be continuing on the date of such deposit (other than a
Default or Event of Default resulting from the borrowing of funds to be applied
to such deposit);


 


(5)                                  such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture) to which
the Company or any of its Restricted Subsidiaries is a party or by which the
Company or any of its Restricted Subsidiaries is bound;


 


(6)                                  the Issuers must deliver to the
Trustee an Officers’ Certificate stating that the deposit was not made by the
Issuers with the intent of preferring the Holders of Notes over the other
creditors of the Issuers with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Issuers or others; and


 


(7)                                  the Issuers must deliver to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance have been complied with.


 


Section 8.05                                Deposited Money and Government
Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of
the outstanding Notes will be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect of principal,
premium and Liquidated Damages, if any, and interest, but such money need not
be segregated from other funds except to the extent required by law.


 


The Issuers will pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.


 


Notwithstanding anything in this Article 8 to the
contrary, the Trustee will deliver or pay to the Issuers from time to time upon
the request of the Issuers any money or non-callable Government Securities held
by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(1) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.


 


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Section 8.06                                Repayment to Issuers.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Issuers, in trust for the payment of the principal
of, premium or Liquidated Damages, if any, or interest on any Note and
remaining unclaimed for two years after such principal, premium or Liquidated
Damages, if any, or interest has become due and payable shall be paid to the
Issuers on their request or (if then held by the Issuers) will be discharged
from such trust; and the Holder of such Note will thereafter be permitted to
look only to the Issuers for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Issuers as trustee thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuers cause to be published once, in The New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Issuers.


 


Section 8.07                                Reinstatement.


 


If the Trustee or Paying Agent is unable to apply any
United States dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuers’ and the Guarantors’
obligations under this Indenture and the Notes and the Subsidiary Guarantees
will be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Issuers
make any payment of principal of, premium or Liquidated Damages, if any, or
interest on any Note following the reinstatement of their obligations, the
Issuers will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01                                Without Consent of Holders of Notes.


 


Notwithstanding Section 9.02 of this Indenture, the
Issuers, the Guarantors and the Trustee may amend or supplement this Indenture,
the Notes or the Subsidiary Guarantees without the consent of any Holder of a
Note:


 


(1)                                  to cure any ambiguity, defect or
inconsistency;


 


(2)                                  to provide for uncertificated Notes
in addition to or in place of certificated Notes or to alter the provisions of
Article 2 hereof (including the related definitions) in a manner that does not
materially adversely affect any Holder;


 


(3)                                  to provide for the assumption of the
Issuers’ or a Guarantor’s obligations to the Holders of the Notes by a
successor pursuant to Article 5 or Article 10 hereof;


 


(4)                                  to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights hereunder of any Holder of the Note;


 


(5)                                  to comply with requirements of the
SEC in order to effect or maintain the qualification of this Indenture under
the TIA;


 


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(6)                                  to provide for the issuance of
Additional Notes in accordance with the limitations set forth in this Indenture
as of the date hereof;


 


(7)                                  to allow any Guarantor to execute a
supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes;
or


 


(8)                                  to conform the text of this
Indenture, the Subsidiary Guarantees or the Notes to any provision of the
section entitled “Description of the Notes” contained in the Offering
Memorandum to the extent that such provision in the Description of the Notes
was intended to be a verbatim recitation of a provision of this Indenture, the
Subsidiary Guarantees or the Notes.


 


Upon the request of the Issuers accompanied by
resolutions of their respective Boards of Directors authorizing the execution
of any such amended or supplemental Indenture, and upon receipt by the Trustee
of the documents described in Sections 7.02 and 9.06 hereof, the Trustee will
join with the Issuers and the Guarantors in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or immunities
under this Indenture or otherwise.


 


Section 9.02                                With Consent of Holders of Notes.


 


Except as provided below in this Section 9.02, the
Issuers and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.15 hereof), the Subsidiary
Guarantees and the Notes with the consent of the Holders of at least a majority
in principal amount of the Notes (including, without limitation, Additional
Notes, if any) then outstanding voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium or Liquidated Damages,
if any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Subsidiary Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes).


 


Upon the request of the Issuers accompanied by
resolutions of their respective Boards of Directors authorizing the execution
of any such amended or supplemental Indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders
of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Sections 7.02 and 9.06 hereof, the Trustee will join with the
Issuers and the Guarantors in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but will not be obligated to, enter
into such amended or supplemental Indenture.


 


It is not be necessary for the consent of the Holders
of Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it is sufficient if such consent approves the
substance thereof.


 


After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Issuers will mail to the Holders of Notes
affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Issuers to
mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such amended or supplemental Indenture or
waiver.  Subject to


 


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Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as
a single class may waive compliance in a particular instance by the Issuers
with any provision of this Indenture or the Notes.  However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a non-consenting Holder):


 


(1)                                  reduce the principal amount of Notes
whose Holders must consent to an amendment, supplement or waiver;


 


(2)                                  reduce the principal of or change
the fixed maturity of any Note or alter or waive any of the provisions with
respect to the redemption of the Notes (other than provisions relating to
Sections 3.09, 4.10 and 4.15 hereof);


 


(3)                                  reduce the rate of or change the
time for payment of interest, including default interest, on any Note;


 


(4)                                  waive a Default or Event of Default
in the payment of principal of or premium or Liquidated Damages, if any, or
interest on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such
acceleration);


 


(5)                                  make any Note payable in money other
than that stated in the Notes;


 


(6)                                  make any change in the provisions of
this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of, or interest or premium or Liquidated
Damages, if any, on the Notes;


 


(7)                                  waive a redemption payment with
respect to any Note (other than a payment required by Sections 3.09, 4.10 and
4.15 hereof);


 


(8)                                  release any Guarantor from any of
its obligations under its Subsidiary Guarantee or this Indenture, except in
accordance with the terms of this Indenture; or


 


(9)                                  make any change in the preceding
amendment and waiver provisions.


 


Section 9.03                                Compliance with Trust Indenture Act.


 


Every amendment or supplement to this Indenture or the
Notes will be set forth in a amended or supplemental Indenture that complies
with the TIA as then in effect.


 


Section 9.04                                Revocation and Effect of Consents.


 


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any Note. 
However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Holder.


 


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Section 9.05                                Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated.  The Issuers in exchange for all Notes may
issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation or issue a
new Note will not affect the validity and effect of such amendment, supplement
or waiver.


 


Section 9.06                                Trustee to Sign Amendments, etc.


 


The Trustee will sign any amended or supplemental
Indenture authorized pursuant to this Article 9 if the amendment or supplement
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  The Issuers may not sign an
amendment or supplemental Indenture until their respective Boards of Directors
approve it.  In executing any amended or
supplemental indenture, the Trustee will be entitled to receive and (subject to
Section 7.01 hereof) will be fully protected in relying upon, in addition to
the documents required by Section 12.04 hereof, an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
Indenture is authorized or permitted by this Indenture.


 


ARTICLE 10.

SUBSIDIARY GUARANTEES


 


Section 10.01.                  Guarantee.


 


(a)          Subject to this Article 10, each of the Guarantors
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Issuers hereunder or thereunder,
that:


 


(1)                                   the principal of, premium and Liquidated
Damages, if any, and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Issuers to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and


 


(2)                                  in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors will be
jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.


 


(b)         The Guarantors hereby agree that their obligations
hereunder are unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuers, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuers, any right to require a proceeding
first against the


 


78

















 


Issuers,
protest, notice and all demands whatsoever and covenant that this Subsidiary
Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.


 


(c)          If any Holder or the Trustee is required by any court
or otherwise to return to the Issuers, the Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to either the
Issuers or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will
be reinstated in full force and effect.


 


(d)         Each Guarantor agrees that it will not be entitled to
any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.  Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors
for the purpose of this Subsidiary Guarantee. 
The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Subsidiary Guarantee.


 


Section 10.02.                  Limitation on Guarantor Liability.


 


Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the
Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary Guarantee.  To effectuate the foregoing intention, the Holders and the
Guarantors hereby irrevocably agree that the obligations of such Guarantor will
be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
this Article 10, result in the obligations of such Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 10.03.                  Execution and Delivery of Subsidiary
Guarantee.


 


To evidence its Subsidiary Guarantee set forth in
Section 10.01, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form attached as Exhibit E hereto will be
endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee and that this Indenture will be executed on behalf of
such Guarantor by one of its Officers.


 


Each Guarantor hereby agrees that its Subsidiary
Guarantee set forth in Section 10.01 will remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.


 


If an Officer whose signature is on this Indenture or
on the Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee will be valid nevertheless.


 


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The delivery of any Note by the Trustee, after the
authentication thereof hereunder, will constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.


 


In the event that the Company creates or acquires any
Domestic Subsidiary after the date of this Indenture, if required by Section
4.17 hereof, the Company will cause such Domestic Subsidiary to comply with the
provisions of Section 4.17 hereof and this Article 10, to the extent
applicable.


 


Section 10.04.                  Guarantors
May Consolidate, etc., on Certain Terms.


 


Except as otherwise provided in Section 10.05, no
Guarantor may sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such Guarantor
is the surviving Person) another Person, other than the Issuers or another
Guarantor, unless:


 


(1)                                  immediately after giving effect to
such transaction, no Default or Event of Default exists; and


 


(2)                                  either:


 


(A)      subject to Section 10.05 hereof, the Person acquiring
the property in any such sale or disposition or the Person formed by or
surviving any such consolidation or merger assumes all the obligations of that
Guarantor, pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee, under the Notes, this Indenture and the
Subsidiary Guarantee on the terms set forth herein or therein; and


 


(B)        the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation, Section 4.10 hereof.


 


In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due
and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor.  Such
successor Person thereupon may cause to be signed any or all of the Subsidiary
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Issuers and delivered to the
Trustee.  All the Subsidiary Guarantees
so issued will in all respects have the same legal rank and benefit under this
Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary
Guarantees had been issued at the date of the execution hereof.


 


Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
or in any of the Notes will prevent any consolidation or merger of a Guarantor
with or into the Issuers or another Guarantor, or will prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Issuers or another Guarantor.


 


Section 10.05.                  Releases.


 


In the event of any sale or other disposition of all
or substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the
Capital Stock of any Guarantor, in each case to a Person that is not (either
before or after giving effect to such transactions) the Company or a Restricted
Subsidiary of the Company, then such Guarantor (in the


 


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event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the capital stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Subsidiary
Guarantee; provided
that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof.  Upon
delivery by the Issuers to the Trustee of an Officers’ Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made
by the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Subsidiary Guarantee.


 


In the event the Company designates any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with
Section 4.18 hereof or upon Legal Defeasance or satisfaction and discharge of
the Notes as provided in Article 8 or 11 hereof, then such Guarantor will be
released and relieved of any obligations of under its Subsidiary Guarantee.


 


Any Guarantor not released from its obligations under
its Subsidiary Guarantee will remain liable for the full amount of principal of
and interest on the Notes and for the other obligations of any Guarantor under
this Indenture as provided in this Article 10.


 


ARTICLE 11.

SATISFACTION AND DISCHARGE


 


Section 11.01                          Satisfaction and Discharge.


 


This Indenture will be discharged and will cease to be
of further effect as to all Notes issued hereunder, when:


 


(1)                                  either:


 


(A)      all Notes that have been authenticated (except lost,
stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Issuers and any Guarantor and thereafter repaid to the Issuers or
discharged from their trust) have been delivered to the Trustee for
cancellation; or


 


(B)        all Notes that have not been delivered to the Trustee
for cancellation have become due and payable by reason of the making of a
notice of redemption or otherwise or will become due and payable within one
year and the Issuers or any Guarantor have irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the entire
indebtedness on the Notes not delivered to the Trustee for cancellation for
principal, premium and Liquidated Damages, if any, and accrued interest to the
date of maturity or redemption;


 


(2)                                  no Default or Event of Default has
occurred and is continuing on the date of such deposit or will occur as a
result of such deposit and such deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Issuers or any Guarantor are a party or by which the Issuers or any Guarantor
are bound;


 


81

















 


(3)                                  the Issuers have paid or caused to
be paid all sums payable by their under this Indenture; and


 


(4)                                  the Issuers have delivered
irrevocable instructions to the Trustee under this Indenture to apply the
deposited money toward the payment of the Notes at maturity or the redemption
date, as the case may be.


 


In addition, the Issuers must deliver an Officers’
Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding the satisfaction and discharge of this
Indenture, if money has been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section, the provisions of Section 11.02 and Section
8.06 will survive.  In addition, nothing
in this Section 11.01 will be deemed to discharge those provisions of Section
7.07 hereof, that, by their terms, survive the satisfaction and discharge of
this Indenture.


 


Section 11.02                          Application of Trust Money.


 


Subject to the provisions of Section 8.06, all money
deposited with the Trustee pursuant to Section 11.01 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuers acting as their own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.


 


If the Trustee or Paying Agent is unable to apply any
money or Government Securities in accordance with Section 11.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuers’ and any Guarantor’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01; provided that if the Issuers have made any
payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of their obligations, the Issuers shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


ARTICLE 12.

MISCELLANEOUS


 


Section 12.01                          Trust Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by TIA §318(c), the imposed duties will
control.


 


Section 12.02                          Notices.


 


Any notice or communication by the Issuers, any
Guarantor or the Trustee to the others is duly given if in writing and
delivered in Person or mailed by first class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing
next day delivery, to the others’ address:


 


If to the Issuers or the Guarantors:

Worldspan, L.P.


 


82

















 


300 Galleria Parkway, N.W.


Atlanta, Georgia 30339


Attention: Chief Financial Officer


Fax:  (770)
563-7878


 


with a copy to:


Dechert LLP


4000 Bell Atlantic Tower


1717 Arch Street


Philadelphia, Pennsylvania 19103


Attention: 
Geraldine A. Sinatra


Fax: (215) 994-2222


 


If to the Trustee:

The Bank of New York

101 Barclay Street


Floor 8 West


New York, New York 10286


Attention: Corporate Trust Administration


Fax: (212) 815-5704


 


The Issuers, any Guarantor or the Trustee, by notice
to the others may designate additional or different addresses for subsequent
notices or communications.


 


All notices and communications (other than those sent
to Holders) will be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a Holder will be mailed
by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on
the register kept by the Registrar.  Any
notice or communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any
defect in it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If the Issuers mail a notice or communication to
Holders, they will mail a copy to the Trustee and each Agent at the same time.


 


Section 12.03                          Communication by Holders of Notes
with Other Holders of Notes.


 


Holders may communicate pursuant to TIA § 312(b)
with other Holders with respect to their rights under this Indenture or the
Notes.  The Issuers, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).


 


83

















 


Section 12.04                          Certificate and Opinion as to
Conditions Precedent.


 


Upon any request or application by the Issuers to the
Trustee to take any action under this Indenture, the Issuers shall furnish to
the Trustee:


 


(1)                                  an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of
the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(2)                                  an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.


 


Section 12.05                          Statements Required in Certificate
or Opinion.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) must comply with the
provisions of TIA § 314(e) and must include:


 


(1)                                  a statement that the Person making
such certificate or opinion has read such covenant or condition;


 


(2)                                  a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;


 


(3)                                  a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and


 


(4)                                  a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been satisfied.


 


Section 12.06                          Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for action by or
at a meeting of Holders.  The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.


 


Section 12.07                          No Personal Liability of Directors,
Officers, Employees and Stockholders.


 


No past, present or future director, officer,
employee, incorporator, stockholder, member, managing member, partner or agent
of the Issuers or any Guarantor, in such capacity, will have any liability for
any obligations of the Issuers or the Guarantors under the Notes, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  The waiver may not be effective
to waive liabilities under the federal securities laws.


 


Section 12.08                          Governing Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE


 


84

















 


EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 12.09                          No Adverse Interpretation of Other
Agreements.


 


This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


 


Section 12.10                          Successors.


 


All agreements of the Issuers in this Indenture and
the Notes will bind their successors. 
All agreements of the Trustee in this Indenture will bind its
successors.  All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise
provided in Section 10.05.


 


Section 12.11                          Severability.


 


In case any provision in this Indenture or in the
Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.


 


Section 12.12                          Counterpart Originals.


 


The parties may sign any number of copies of this
Indenture.  Each signed copy will be an
original, but all of them together represent the same agreement.


 


Section 12.13                          Table of Contents, Headings, etc.


 


The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Indenture and will in no way modify or restrict any of the terms or provisions
hereof.


 


[Signatures on following
page]


 


85

















 


SIGNATURES


 


	
  Dated as of June 30,
  2003

  	
   

  	
   

  
	
   

  	
   

  	
  WS MERGER LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WS FINANCING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WORLDSPAN IJET
  HOLDINGS, LLC

  
	
   

  	
   

  	
  WORLDSPAN XOL LLC

  
	
   

  	
   

  	
  WORLDSPAN BBN HOLDINGS,
  LLC

  
	
   

  	
   

  	
  WORLDSPAN DIGITAL
  HOLDINGS, LLC

  
	
   

  	
   

  	
  WORLDSPAN STOREMAKER
  HOLDINGS, LLC

  
	
   

  	
   

  	
  WORLDSPAN VIATOR
  HOLDINGS, LLC

  
	
   

  	
   

  	
  WORLDSPAN OPENTABLE
  HOLDINGS, LLC

  
	
   

  	
   

  	
  WORLDSPAN SOUTH
  AMERICAN HOLDINGS LLC

  
	
   

  	
   

  	
  WORLDSPAN S.A. HOLDINGS
  II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mary LaGumina

  
	
   

  	
   

  	
   

  	
  Name: Mary LaGumina

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


86

















 


Schedule I


 


SCHEDULE OF GUARANTORS


 


The following schedule lists each Guarantor under the
Indenture as of the date of the Indenture:


 


Worldspan iJet Holdings, LLC


 


Worldspan XOL LLC


 


Worldspan BBN Holdings, LLC


 


Worldspan Digital Holdings, LLC


 


Worldspan StoreMaker Holdings, LLC


 


Worldspan Viator Holdings, LLC


 


Worldspan OpenTable Holdings, LLC


 


Worldspan South American Holdings LLC


 


Worldspan S.A. Holdings II, LLC


 


I-1

















 


EXHIBIT
A1


 


[Face of Note]


 


	
   

  	
  CUSIP/CINS

  



 


9 5/8%
[Series A] [Series B] Senior Notes due 2011


 


	
  No.

  	
   

  	
  $

  



 


WS MERGER LLC


 


WS FINANCING CORP.


 


promises to pay to [CEDE
& CO.]


 


or registered assigns, 


 


the principal sum of 


 


Dollars on June 15, 2011.


 


Interest Payment
Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1


 


Dated:  June 30, 2003


 


	
   

  	
  WS
  MERGER LLC

  
	
   

  	
   

  
	
   

  	
  WS
  FINANCING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  This
  is one of the Notes referred to

  	
   

  
	
  in
  the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  THE
  BANK OF NEW YORK,

  	
   

  
	
    as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


A1-1

















 


[Back of Note]


9 5/8% [Series A] [Series
B] Senior Notes due 2011


 


[Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]


 


[Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture]


 


Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1)    Interest.  WS Merger LLC, a Delaware limited liability
company (the “Company”), and WS Financing Corp., a Delaware corporation (“WS
Financing”; together with the Company, the “Issuers”), promise to pay interest
on the principal amount of this Note at 9 5/8% per annum from June 30, 2003 until maturity and shall
pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below.  The Issuers will pay interest and Liquidated Damages, if any,
semi-annually in arrears on June 15 and December 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each, an
“Interest Payment Date”).  Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be December 15, 2003. 
The Issuers will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; they will pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful.  Interest will be computed on
the basis of a 360-day year of twelve 30-day months.


 


(2)    Method of Payment.  The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the June 1 or
December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as
to principal, premium and Liquidated Damages, if any, and interest at the
office or agency of the Issuers maintained for such purpose within or without
the City and State of New York, or, at the option of the Issuers, payment of
interest and Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Liquidated Damages, if
any, on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Issuers or the Paying Agent.  Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


(3)    Paying Agent and Registrar.  Initially, The Bank of New York, the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Issuers may change any Paying


 


A1-2

















 


Agent or
Registrar without notice to any Holder. 
The Issuers or any of their Restricted Subsidiaries may act in any such
capacity.


 


(4)    Indenture.  The Issuers issued the Notes under an
Indenture dated as of June 30, 2003 (the “Indenture”) among the Issuers, the
Guarantors and the Trustee.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb).  The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. 
To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and
be controlling.  The Notes are unsecured
obligations of the Issuers.


 


(5)    Optional Redemption.


 


(a)          Except as set forth in subparagraph (b) of this
Paragraph 5, the Issuers will not have the option to redeem the Notes prior to
June 15, 2007.  Thereafter, the Issuers
will have the option to redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon, to the applicable redemption
date, if redeemed during the twelve-month period beginning on June 15 of the
years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2007

  	
   

  	
  104.813

  	
  %

  
	
  2008

  	
   

  	
  102.406

  	
  %

  
	
  2009 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)         Notwithstanding the provisions of subparagraph (a) of
this Paragraph 5, at any time prior to June 15,  2006, the Issuers may on any one or more occasions redeem up to
35% of the aggregate principal amount of Notes (including any Additional Notes
issued after the date of the Indenture) with the net proceeds of one or more
Qualified Equity Offerings at a redemption price equal to 109.625% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date; provided that at least 65% in aggregate
principal amount of the Notes issued under the Indenture (including any
Additional Notes issued after the date of the Indenture) remains outstanding
immediately after the occurrence of such redemption and that such redemption
occurs within 90 days of the date of the closing of such Qualified Equity
Offering.


 


(6)    Mandatory
Redemption.


 


The Issuers will not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


(7)    REPURCHASE AT OPTION OF HOLDER


 


(a)  If there is a Change of Control, the Issuers
will be required to make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of each Holder’s Notes at a purchase price equal to 101% of the aggregate
principal amount of Notes purchased plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, subject to the rights of
noteholders on the relevant record date to receive interest due on the relevant
interest payment date (the “Change of Control Payment”).  Within thirty days following any Change of
Control, the Issuers will mail a notice to


 


A1-3

















 


each
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.


 


(b)  If the Company or a Subsidiary consummates
any Asset Sales, within five days of each date on which the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company will commence an offer to
all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes (including any
Additional Notes) and other pari passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages thereon, if any, to the date fixed for the closing of
such offer, (or, in respect of such other pari
passu Indebtedness such higher price, if any, as may be provided for
by the terms of such pari passu Indebtedness)
in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of
Notes (including any Additional Notes) and other pari passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Subsidiary) may use such deficiency for any purpose not
otherwise prohibited by the Indenture. 
If the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to
be purchased on a pro rata basis. 
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Notes.


 


(8)    Notice of Redemption.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of
the Notes held by a Holder are to be redeemed. 
On and after the redemption date, interest ceases to accrue on Notes or
portions thereof called for redemption.


 


(9)    Denominations, Transfer,
Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Issuers may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture.  The Issuers need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part.  Also, the Issuers need not exchange or
register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.


 


(10)    Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes.


 


(11)    Amendment, Supplement and
Waiver.  Subject to certain
exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing default or compliance with any
provision of the Indenture, the Subsidiary Guarantees or the Notes may be
waived with the


 


A1-4

















 


consent
of the Holders of a majority in principal amount of the then outstanding Notes
and Additional Notes, if any, voting as a single class.  Without the consent of any Holder of a Note,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented to (i) cure any ambiguity, defect or inconsistency, (ii) provide
for uncertificated Notes in addition to or in place of certificated Notes,
(iii) provide for the assumption of the Issuers’ or any Guarantor’s obligations
to Holders of the Notes in case of a merger or consolidation, (iv) make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the
Indenture of any such Holder, (v) comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, (vi) provide for the Issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, or (vii) allow any Guarantor
to execute a supplemental indenture to the Indenture and/or a Subsidiary
Guarantee with respect to the Notes.


 


(12)    Defaults and Remedies.  Events of Default include:  (i) default for 30 days in the payment when
due of interest on, or Liquidated Damages with respect to, the Notes; (ii)
default in payment when due of principal of, or premium, if any, on the Notes,
(iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv)
failure by the Company or any of its Subsidiaries for 30 days after notice from
the Trustee or the Holders of 25% or more of the Notes then outstanding to
comply with certain other agreements in the Indenture or the Notes; (v) failure
by the Company or any of its Subsidiaries for 60 days after notice from the
Trustee or the Holders of 25% or more of the Notes then outstanding to comply
with any of the other agreements in the Indenture, (vi) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Subsidiaries) whether such Indebtedness or guarantee
now exists, or is created after the date of the Indenture, if that default (a)
is caused by a failure to pay principal of, or interest or premium, if any, on
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default or (b) results in the acceleration of
such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates $25.0 million or
more, (vii) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $25.0 million (net of any amounts covered by
insurance), which judgments are not paid, discharged or stayed for a period of
60 days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any Guarantor, or
any Person acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee; and (ix) certain events of
bankruptcy or insolvency described in the Indenture with respect to the
Company, any Subsidiary that is a Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant
Subsidiary.  If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable without
further action or notice.  Holders may
not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest.  The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf


 


A1-5

















 


of the
Holders of all of the Notes waive any existing Default or Event of Default and
its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


 


(13)    Trustee Dealings with
Issuers.  The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuers or its Affiliates, and may otherwise deal with
the Issuers or their Affiliates, as if it were not the Trustee.


 


(14)    No Recourse Against Others.  A director, officer, employee, incorporator,
affiliate, stockholder, member, managing member, partner or agent of the
Issuers or any of the Guarantors, in such capacity, will not have any liability
for any obligations of the Issuers or such Guarantor under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


(15)    Authentication.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


(16)    Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)    Additional Rights of Holders
of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes will have all the rights set forth in the A/B
Exchange Registration Rights Agreement dated as of June 30, 2003, among the
Issuers, the Guarantors and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders of Restricted Global Notes
and Restricted Definitive Notes will have the rights set forth in one or more
registration rights agreements, if any, among the Issuers, the Guarantors and
the other parties thereto, relating to rights given by the Issuers and the
Guarantors to the purchasers of any Additional Notes (collectively, the
“Registration Rights Agreement”).


 


(18)    CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuers has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


A1-6

















 


The Issuers will furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement.  Requests may be made
to:


 


Worldspan, L.P.


300 Galleria Parkway, N.W.


Atlanta, Georgia 30339


Attention: 
Chief Financial Officer

Fax:  (770) 563-7878


 


A1-7

















 


Assignment
Form


 


To assign this Note, fill in the form below:


 


(I) or (we) assign and
transfer this Note to:  


                                                                                                                                                                                                                                                                                                                                                                             (Insert
assignee’s legal name)


 


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


 


 


(Print
or type assignee’s name, address and zip code)


 


and irrevocably appoint 

to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your
  name appears on the face of this Note)

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
						



 












*                                         Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A1-8

















 


Option
of Holder to Elect Purchase


 


If you want to elect to have this Note purchased by
the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, check the
appropriate box below:


 


	
  Section 4.10

  	
   

  	
  Section 4.15

  



 


If you want to elect to have only part of the Note
purchased by the Issuers pursuant to Section 4.10 or Section 4.15 of the
Indenture, state the amount you elect to have purchased:


 


	
   

  	
  $

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your
  name appears on the face of this Note)

  
	
   

  
	
   

  	
  Tax Identification No.:

  
	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
									



 












*                                         Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A1-9

















 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE*


 


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature
  of authorized

  officer of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 












*                 This
schedule should be included only if the Note is issued in global form.


 


A1-10

















 


EXHIBIT
A2


 


[Face of Regulation S
Temporary Global Note]


 


	
   

  	
  CUSIP/CINS 

  



 


9 5/8% [Series A] [Series
B] Senior Notes due 2011


 


	
  No.

  	
   

  	
  $

  



 


 


WS MERGER LLC


 


WS FINANCING CORP.


 


promises to pay to [CEDE
& CO.]


 


or registered assigns,


 


the principal sum of 


 


Dollars on June 15, 2011.


 


Interest Payment
Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1


 


Dated:  June 30, 2003


 


	
   

  	
  WS
  MERGER LLC

  
	
   

  	
   

  
	
   

  	
  WS
  FINANCING CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  This
  is one of the Notes referred to

  
	
  in
  the within-mentioned Indenture:

  
	
   

  
	
  THE
  BANK OF NEW YORK,

  
	
    as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A2-1

















 


[Back of Regulation S
Temporary Global Note]

9 5/8% [Series A] [Series B] Senior Notes due 2011


 


THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT
OF INTEREST HEREON.


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.  UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR
THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR
IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF
THE UNITED


 


A2-2

















 


STATES, AND AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.


 


Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1)                                  Interest. 
WS Merger LLC, a Delaware limited liability company (the “Company”), and
WS Financing Corp., a Delaware corporation (“WS Financing”; together with the
Company, the “Issuers”), promise to pay interest on the principal amount of
this Note at 9 5/8%
per annum from June 30, 2003 until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The
Issuers will pay interest and Liquidated Damages, if any, semi-annually in
arrears on June 15 and December 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”).  Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date
shall be December 15, 2003.  The Issuers
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect;
they will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.


 


Until this Regulation S Temporary Global Note is
exchanged for one or more Regulation S Permanent Global Notes, the Holder
hereof shall not be entitled to receive payments of interest hereon; until so
exchanged in full, this Regulation S Temporary Global Note shall in all other
respects be entitled to the same benefits as other Notes under the Indenture.


 


(2)                                  Method of Payment. 
The Issuers will pay interest on the Notes (except defaulted interest)
and Liquidated Damages, if any, to the Persons who are registered Holders of
Notes at the close of business on the June 1 or December 1 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the
option of the Issuers, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which will have provided wire transfer instructions
to the Issuers or the Paying Agent. 
Such payment will be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.


 


(3)                                  Paying Agent and Registrar. 
Initially, The Bank of New York, the Trustee under the Indenture, will
act as Paying Agent and Registrar.  The
Issuers may change any Paying


 


A2-3

















 


Agent or
Registrar without notice to any Holder. 
The Issuers or any of their Restricted Subsidiaries may act in any such
capacity.


 


(4)                                  Indenture. 
The Issuers issued the Notes under an Indenture dated as of June 30,
2003 (the “Indenture”) among the Issuers, the Guarantors and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes are unsecured obligations of the
Issuers.


 


(5)                                  Optional Redemption.


 


(a)          Except as set forth in subparagraph
(b) of this Paragraph 5, the Issuers will not have the option to redeem the
Notes prior to June 15, 2007. 
Thereafter, the Issuers will have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, thereon,
to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2007

  	
   

  	
  104.813

  	
  %

  
	
  2008

  	
   

  	
  102.406

  	
  %

  
	
  2009 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)         Notwithstanding the provisions of
subparagraph (a) of this Paragraph 5, at any time prior to June 15,  2006, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes
(including any Additional Notes issued after the date of the Indenture) with
the net proceeds of one or more Qualified Equity Offerings at a redemption
price equal to 109.625% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date; provided
that at least 65% in aggregate principal amount of the Notes issued under the
Indenture (including any Additional Notes issued after the date of the
Indenture) remains outstanding immediately after the occurrence of such
redemption and that such redemption occurs within 90 days of the date of the
closing of such Qualified Equity Offering.


 


(6)                                  Mandatory Redemption.


 


The Issuers will not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


(7)                                  Repurchase at Option of Holder.


 


(a)          If there is a Change of Control, the
Issuers will be required to make an offer (a “Change of Control Offer”) to each
Holder to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of each Holder’s Notes at a purchase price equal to 101% of the
aggregate principal amount of Notes purchased plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of purchase, subject to the rights
of noteholders on the relevant


 


A2-4

















 


record
date to receive interest due on the relevant interest payment date (the “Change
of Control Payment”).  Within thirty days
following any Change of Control, the Issuers will mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.


 


(b)         If the Company or a Subsidiary
consummates any Asset Sales, within five days of each date on which the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will
commence an offer to all Holders of Notes and all holders of other Indebtedness
that is pari
passu with the Notes containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of
the Indenture to purchase the maximum principal amount of Notes (including any
Additional Notes) and other pari passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages thereon, if any, to the date fixed for the closing of
such offer (or, in respect of such other pari
passu Indebtedness, such higher price, if any, as may be provided
for by the terms of such pari passu
Indebtedness), in accordance with the procedures set forth in the
Indenture.  To the extent that the
aggregate amount of Notes (including any Additional Notes) and other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose
not otherwise prohibited by the Indenture. 
If the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds amount of Excess Proceeds,
the Trustee shall select the Notes and other pari passu Indebtedness to
be purchased on a pro rata basis. 
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Notes.


 


(8)                                  Notice of Redemption. 
Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed.  On and after the
redemption date, interest ceases to accrue on Notes or portions thereof called
for redemption.


 


(9)                                  Denominations, Transfer, Exchange. 
The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuers may require a
Holder to pay any taxes and fees required by law or permitted by the
Indenture.  The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Issuers need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes only (i) on or
after the termination of the 40-day restricted period (as defined in Regulation
S) and (ii) upon presentation of certificates (accompanied by an Opinion of
Counsel, if applicable) required by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.


 


A2-5

















 


(10)    Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes.


 


(11)    Amendment, Supplement and
Waiver.  Subject to certain
exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing default or compliance with any
provision of the Indenture, the Subsidiary Guarantees or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single
class.  Without the consent of any
Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented to (i) cure any ambiguity, defect or inconsistency,
(ii) provide for uncertificated Notes in addition to or in place of
certificated Notes, (iii) provide for the assumption of the Issuers’ or any
Guarantor’s obligations to Holders of the Notes in case of a merger or
consolidation, (iv) make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, (v) comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, (vi) provide for the Issuance of
Additional Notes in accordance with the limitations set forth in the Indenture,
or (vii) allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Subsidiary Guarantee with respect to the Notes.


 


(12)    Defaults and Remedies.  Events of Default include:  (i) default for 30 days in the payment when
due of interest on, or Liquidated Damages with respect to, the Notes; (ii)
default in payment when due of principal of, or premium, if any, on the Notes,
(iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv)
failure by the Company or any of its Subsidiaries for 30 days after notice from
the Trustee or the Holders of 25% or more of the Notes then outstanding to
comply with certain other agreements in the Indenture or the Notes; (v) failure
by the Company or any of its Subsidiaries for 60 days after notice from the
Trustee or the Holders of 25% or more of the Notes then outstanding to comply
with any of the other agreements in the Indenture, (vi) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Subsidiaries) whether such Indebtedness or guarantee
now exists, or is created after the date of the Indenture, if that default (a)
is caused by a failure to pay principal of, or interest or premium, if any, on
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default or (b) results in the acceleration of
such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates $25.0 million or
more, (vii) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $25.0 million (net of any amounts covered by
insurance), which judgments are not paid, discharged or stayed for a period of
60 days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any Guarantor, or
any Person acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee; and (ix) certain events of
bankruptcy or insolvency described in the Indenture with respect to the
Company, any Subsidiary that is a Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant
Subsidiary.  If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing,
in the case of an Event of Default


 


A2-6

















 


arising
from certain events of bankruptcy or insolvency, all outstanding Notes will
become due and payable without further action or notice.  Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. 
Subject to certain limitations, Holders of a majority in principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. 
The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


 


(13)    Trustee Dealings with Issuers.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuers or its Affiliates, and may otherwise deal with the Issuers or their
Affiliates, as if it were not the Trustee.


 


(14)    No Recourse Against Others.  A director, officer, employee, incorporator,
affiliate, stockholder, member, managing member, partner or agent, of the
Issuers or any of the Guarantors, as such, will not have any liability for any
obligations of the Issuers or such Guarantor under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.


 


(15)    Authentication.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


(16)    Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)    Additional Rights of Holders
of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes will have all the rights set forth in the A/B
Exchange Registration Rights Agreement dated as of June 30, 2003, among the
Issuers, the Guarantors and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders of Restricted Global Notes
and Restricted Definitive Notes will have the rights set forth in one or more
registration rights agreements, if any, among the Issuers, the Guarantors and
the other parties thereto, relating to rights given by the Issuers and the
Guarantors to the purchasers of any Additional Notes (collectively, the
“Registration Rights Agreement”).


 


(18)    CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuers has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as


 


A2-7

















 


printed
on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


The Issuers will furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement.  Requests may be made
to:


 


Worldspan, L.P.


300 Galleria Parkway, N.W.


Atlanta, Georgia 30339


Attention: 
Chief Financial Officer


Fax:  (770)
563-7878


 


A2-8

















 


Assignment
Form


 


 


To assign this Note, fill in the form below:


 


(I) or (we) assign and
transfer this Note to:  


                                                                                                                                                                                                                                                                                                                                                                             (Insert
assignee’s legal name)


 


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


 


 


 


(Print
or type assignee’s name, address and zip code)


 


and irrevocably appoint 

to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
  (Sign exactly as your
  name appears on the face of this Note)

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
							



 












*                                         Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A2-9

















 


Option
of Holder to Elect Purchase


 


If you want to elect to have this Note purchased by
the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, check the
appropriate box below:


 


Section 4.10                                                                                                                        Section
4.15


 


If you want to elect to have only part of the Note
purchased by the Issuers pursuant to Section 4.10 or Section 4.15 of the
Indenture, state the amount you elect to have purchased:


 


	
   

  	
  $

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
  (Sign exactly as your
  name appears on the face of this Note)

  
	
   

  
	
   

  	
  Tax Identification No.:

  
	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 












*                                         Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A2-10

















 


SCHEDULE OF EXCHANGES OF
REGULATION S TEMPORARY GLOBAL NOTE


 


The following exchanges of a part of this Regulation S
Temporary Global Note for an interest in another Global Note, or of other
Restricted Global Notes for an interest in this Regulation S Temporary Global
Note, have been made:


 


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature
  of authorized

  officer of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A2-11

















 


EXHIBIT
B


 


FORM OF CERTIFICATE OF
TRANSFER


 


[Issuers address
block]


 


The Bank of New
York

101 Barclay Street


Floor 8 West


New York, New York
10286


Attention: Corporate Trust Administration


 


Re:  9 5/8  Senior Notes
due 2011


 


Reference is hereby made to the Indenture, dated as of
June 30, 2003 (the “Indenture”), among WS Merger LLC (the “Company”)
and WS Financing Corp. (“WS Financing”;
together with the Company, the “Issuers”),
as issuers, the Guarantors named on the signature pages thereto and The Bank of
New York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


                               ,
(the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified
in Annex A hereto, in the principal amount of
$                     
in such Note[s] or interests (the “Transfer”), to
                                       
(the “Transferee”),
as further specified in Annex A hereto. 
In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.  o  Check if Transferee will take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to
and in accordance with Rule 144A under the Securities Act of 1933, as amended
(the “Securities
Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a
Person that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.


 


2.  o  Check if Transferee will take delivery of a beneficial
interest in the Temporary Regulation S Global Note, the Regulation S Global
Note or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed


 


B-1

















 


transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S Global
Note, the Temporary Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.


 


3.  o  Check and complete if Transferee will take delivery of
a beneficial interest in the IAI Global Note or a Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


 


(a)                                  o  such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)                                 o  such Transfer is being effected to the
Issuers or subsidiaries thereof;


 


or


 


(c)                                  o  such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;


 


or


 


(d)                                 o  such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under
the Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided
by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certification), to the effect that such Transfer is in compliance
with the Securities Act.  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the IAI Global Note and/or the Definitive Notes and in the
Indenture and the Securities Act.


 


4.  o  Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)  o  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement


 


B-2

















 


Legend are not required in order to maintain compliance
with the Securities Act.  Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(b)  o  Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(c)  o  Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant
to and in compliance with an exemption from the registration requirements of
the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuers.


 


 


	
   

  	
  [Insert Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  	
   

  
						



 


B-3

















 


ANNEX A TO CERTIFICATE OF
TRANSFER


 


1.                                       The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)                                  o 
a beneficial interest in the:


 


(i)                               o  144A Global Note (CUSIP
              ),
or


 


(ii)                            o  Regulation S Global Note (CUSIP
              ),
or


 


(iii)                         o   IAI Global Note (CUSIP
              );
or


 


(b)  o   a Restricted Definitive Note.


 


2.                                       After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)  o  a beneficial interest in the:


 


(i)                               o  144A Global Note (CUSIP
              ),
or


 


(ii)                            o  Regulation S Global Note (CUSIP
              ),
or


 


(iii)                         o  IAI Global Note (CUSIP
              );
or


 


(iv)                        o  Unrestricted Global Note (CUSIP
              );
or


 


(b)  o  a Restricted Definitive Note; or


 


(c)  o  an Unrestricted Definitive Note,


 


in accordance with the
terms of the Indenture.


 


B-4

















 


EXHIBIT C


 


FORM OF CERTIFICATE OF
EXCHANGE


 


[Issuers address block]


 


The Bank of New
York

101 Barclay Street


Floor 8 West


New York, New York
10286


Attention: Corporate Trust Administration


 


Re:  9 5/8  Senior Notes
due 2011


 


(CUSIP
                )


 


Reference is hereby made to the Indenture, dated as of
June 30, 2003 (the “Indenture”), among WS Merger LLC (the “Company”)
and WS Financing Corp. (“WS Financing”;
together with the Company, the “Issuers”)
as issuers, the Guarantors named on the signature pages thereto and The Bank of
New York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


                                      ,
(the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified
herein, in the principal amount of
$                      
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:


 


1.                                       Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an
Unrestricted Global Note


 


(a)  o                            Check if
Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to
and in accordance with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.


 


(b)  o                           Check if
Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. 
In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.


 


C-1

















 


(c)  o                            Check if
Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note.  In
connection with the Owner’s Exchange of a Restricted Definitive Note for a
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


(d)  o                           Check if
Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


 


2.                                       Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes


 


(a)  o                            Check if Exchange
is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b)  o                           Check if
Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note.  In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE] o
44A Global Note, oRegulation S
Global Note,  oIAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuers.


 


 


	
   

  	
  [Insert Name of
  Transferor]

  



 


C-2

















 


	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  
	
  Dated:

  	
   

  	
   

  
					



 


C-3

















 


EXHIBIT D


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


[Issuers address block]


 


The Bank of New
York

101 Barclay Street


Floor 8 West


New York, New York
10286


Attention: Corporate Trust Administration


 


Re:  9 5/8  Senior Notes
due 2011


 


Reference is hereby made to the Indenture, dated as of
June 30, 2003 (the “Indenture”), among WS Merger LLC (the “Company”)
and WS Financing Corp. (“WS Financing”;
together with the Company, the “Issuers”)
as issuers, the Guarantors named on the signature pages thereto and The Bank of
New York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


In connection with our proposed purchase of
$                    
aggregate principal amount of:


 


(a)  o                                              a
beneficial interest in a Global Note, or


 


(b)  o                                             a
Definitive Note,


 


we confirm that:


 


1.                                       We
understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the “Securities
Act”).


 


2.                                       We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only (A) to the Issuers
or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Issuers a signed letter substantially in the
form of this letter and an Opinion of Counsel in form reasonably acceptable to
the Issuers to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.


 


D-1

















 


3.                                       We
understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Issuers such
certifications, legal opinions and other information as you and the Issuers may
reasonably require to confirm that the proposed sale complies with the
foregoing restrictions.  We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.


 


4.                                       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment.


 


5.                                       We
are acquiring the Notes or beneficial interest therein purchased by us for our
own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
discretion.


 


You and the Issuers are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
  [Insert Name of
  Accredited Investor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


D-2

















 


EXHIBIT E


 


[FORM OF NOTATION OF GUARANTEE]


 


For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and
subject to the provisions in the Indenture dated as of June 30, 2003 (the “Indenture”)
among WS Merger LLC (the “Company”), WS Financing Corp. (“WS Financing”; together with the Company,
the “Issuers”), the Guarantors
listed on Schedule I thereto and The Bank of New York, as trustee (the “Trustee”),
(a) the due and punctual payment of the principal of, premium and Liquidated
Damages, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal of and interest on the Notes,
if any, if lawful, and the due and punctual performance of all other
obligations of the Issuers to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.  The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and
the Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee.  Each Holder of a
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder,
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note
in accordance with the provisions of the Indenture.


 


	
   

  	
  [Name of Guarantor(s)]

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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EXHIBIT F


 


[FORM OF SUPPLEMENTAL
INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


Supplemental Indenture
(this “Supplemental
Indenture”), dated as of
                          ,
200   , among                         
(the “Guaranteeing
Subsidiary”), a subsidiary of WS Merger LLC (or its permitted
successor), a Delaware limited liability company (the “Company”), WS Financing
Corp., a Delaware corporation (“WS
Financing”; together with the Company, the “Issuers”), the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuers have heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of June 30, 2003
providing for the issuance of 9 5/8% Senior Notes due 2011 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Issuers’ Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the “Subsidiary
Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:


 


1.                                       Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.                                       Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows:


 


(a)                                  Along with all Guarantors named in the
Indenture, to jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, the Notes or the obligations of the Issuers hereunder
or thereunder, that:


 


(i)                                     the
principal of, and premium and Liquidated Damages, if any, and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Issuers to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and


 


(ii)                                  in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. 
Failing payment when due of any amount so


 


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guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately.


 


(b)                                 The obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor.


 


(c)                                  The following is hereby waived:  diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Issuers, any right to require a proceeding first against the Issuers, protest,
notice and all demands whatsoever.


 


(d)                                 This Subsidiary Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture, and the Guaranteeing Subsidiary accepts all
obligations of a Guarantor under the Indenture.


 


(e)                                  If any Holder or the Trustee is required
by any court or otherwise to return to the Issuers, the Guarantors, or any
custodian, trustee, liquidator or other similar official acting in relation to
either the Issuers or the Guarantors, any amount paid by either to the Trustee
or such Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.


 


(f)                                    The Guaranteeing Subsidiary shall not be
entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.


 


(g)                                 As between the Guarantors, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6
of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of the
Indenture, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Subsidiary
Guarantee.


 


(h)                                 The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Subsidiary Guarantee.


 


(i)                                     Pursuant to Section 10.02 of the
Indenture, after giving effect to any maximum amount and all other contingent
and fixed liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
Article 10 of the Indenture, this new Subsidiary Guarantee shall be limited to
the maximum amount permissible such that the obligations of such Guarantor
under this Subsidiary Guarantee will not constitute a fraudulent transfer or
conveyance.


 


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3.                                       Execution and Delivery.  Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.


 


4.                                       Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.


 


(a)                                  The Guaranteeing Subsidiary may not sell
or otherwise dispose of all substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Issuers or another Guarantor unless:


 


(i)                                     immediately
after giving effect to such transaction, no Default or Event of Default exists;
and


 


(ii)                                  either
(A) subject to Sections 10.04 and 10.05 of the Indenture, the Person acquiring
the property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger assumes all the obligations of that Guarantor,
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee, under the Notes, the Indenture and the Subsidiary
Guarantee on the terms set forth herein or therein; or (B) the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation, Section 4.10
thereof.


 


(b)                                 In case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of the
Indenture to be performed by the Guarantor, such successor Person shall succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor.  Such
successor Person thereupon may cause to be signed any or all of the Subsidiary
Guarantees to be endorsed upon all of the Notes issuable under the Indenture
which theretofore shall not have been signed by the Issuers and delivered to
the Trustee.  All the Subsidiary
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Subsidiary Guarantees theretofore and thereafter
issued in accordance with the terms of the Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution hereof.


 


(c)                                  Except as set forth in Articles 4 and 5
and Section 10.05 of Article 10 of the Indenture, and notwithstanding clauses
(a) and (b) above, nothing contained in the Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Issuers or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Issuers or another Guarantor.


 


5.                                       Releases.


 


(a)                                  In the event of any sale or other
disposition of all or substantially all of the assets of any Guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all of
the capital stock of any Guarantor, in each case to a Person that is not
(either before or after giving effect to such transaction) a Restricted
Subsidiary of


 


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the Issuers, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation Section 4.10 of the
Indenture.  Upon delivery by the Issuers
to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Issuers in
accordance with the provisions of the Indenture, including without limitation
Section 4.10 of the Indenture, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Subsidiary Guarantee.


 


(b)                                 Any Guarantor not released from its
obligations under its Subsidiary Guarantee shall remain liable for the full
amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under the Indenture as provided in Article 10 of the
Indenture.


 


6.                                       No Recourse Against Others.  No past, present or future director,
officer, employee, incorporator, stockholder, member, managing member, partner
or agent of the Guaranteeing Subsidiary, in such capacity, shall have any
liability for any obligations of the Issuers or any Guaranteeing Subsidiary
under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of the Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.


 


7.                                       NEW
YORK LAW TO GOVERN.  THE INTERNAL LAW OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


8.                                       Counterparts.  The parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


9.                                       Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


10.                                 The Trustee.  The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Issuers.


 


F-4

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the
date first above written.


 


	
  Dated: 
                     ,
  20

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Guaranteeing Subsidiary]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WS MERGER LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WS FINANCING
  CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Existing Guarantors]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK,

  	
   

  
	
   

  	
   as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 


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