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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/16/03 GXS International, Inc. S-4 46:7.2M Bowne - DC/FA Global Exchange Services Holding Inc Global Exchange Services Inc GXS Corp |
Document/Exhibit Description Pages Size 1: S-4 Gxs Corporation Form S-4 HTML 2.38M 2: EX-3.1 Certificate of Incorporation HTML 29K 3: EX-3.2 By-Laws of Gsx Corporation HTML 75K 4: EX-3.3 Certificate of Incorporation HTML 44K 5: EX-3.4 By-Laws of Global Exchange Services, Inc. HTML 38K 6: EX-3.5 Certificate of Incorporation HTML 32K 7: EX-3.6 By-Laws of Global Exchange Services Holdings, Inc. HTML 44K 8: EX-3.7 Certificate of Incorporation HTML 32K 9: EX-3.8 By-Laws of Gsx International, Inc. HTML 45K 10: EX-4.1 Indenture HTML 598K 11: EX-4.2 Registration Rights Agreement HTML 150K 12: EX-4.5 Indenture HTML 638K 13: EX-4.6 Registration Rights Agreement HTML 104K 14: EX-4.9 Intercreditor Agreement HTML 121K 15: EX-5.1 Legal Opinion HTML 17K 16: EX-10.1 Employment Agreement HTML 58K 25: EX-10.10 Stock Incentive Plan HTML 80K 26: EX-10.11 Investment and Savings Plan HTML 355K 27: EX-10.12 Loan and Security Agreement HTML 560K 28: EX-10.13 General Continuing Guaranty HTML 62K 29: EX-10.14 Open-End Mortgage, Security Agreement HTML 69K 30: EX-10.15 Open-End Mortgage, Security Agreement HTML 80K 31: EX-10.16 Recapitalization Agreement HTML 318K 32: EX-10.17 Services Agreement HTML 115K 33: EX-10.18 Intellectual Property Agreement and License HTML 35K 34: EX-10.19 Ge Monogram License HTML 43K 17: EX-10.2 Employment Agreement HTML 57K 35: EX-10.20 Tax Matters Agreement HTML 51K 36: EX-10.21 Asset Purchase Agreement HTML 189K 18: EX-10.3 Employment Agreement HTML 57K 19: EX-10.4 Employment Agreement HTML 57K 20: EX-10.5 Employment Agreement HTML 57K 21: EX-10.6 Employment Agreement HTML 57K 22: EX-10.7 Employment Agreement HTML 58K 23: EX-10.8 Employment Agreement HTML 57K 24: EX-10.9 Employment Agreement HTML 52K 37: EX-12 Statement Re. Computation of Ratios HTML 56K 38: EX-21.1 Subsidiaries HTML 22K 39: EX-23.1 Consent of Kpmg LLP HTML 14K 40: EX-23.2 Kpmg Consent HTML 14K 41: EX-24.1 Power of Attorney HTML 25K 42: EX-25.1 Statement of Eligibility HTML 59K 43: EX-99.1 Letter of Transmittal HTML 90K 44: EX-99.2 Notice of Guaranteed Delivery HTML 27K 45: EX-99.3 Letter of Depository Trust Participants HTML 18K 46: EX-99.4 Letter Regarding Exchange Offer HTML 22K
| exv99w2 |
NOTICE OF GUARANTEED DELIVERY
As set forth in the Prospectus dated , 2003 (the “Prospectus”), of GXS Corporation and in the letter of transmittal, this form or one substantially similar must be used to accept GXS’s offer to exchange all of its outstanding Senior Secured Floating Rate Notes due 2008 (the “Outstanding Notes”) for its Senior Secured Floating Rate Notes due 2008, which have been registered under the Securities Act of 1933, if certificates for the Outstanding Notes are not immediately available or if the Outstanding Notes, the letter of transmittal or any other required documents cannot be delivered to the exchange agent, or the procedure for book-entry transfer cannot be completed, prior to 5:00 p.m., New York City time, on the Expiration Date (as defined in the Prospectus). This form may be delivered by an Eligible Institution by hand or transmitted by facsimile transmission, overnight courier or mail to the exchange agent as indicated below.
| THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, | ||
| ON , 2003, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME | ||
| PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE. |
Deliver to:
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
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By Registered or Certified Mail: Wells Fargo Bank Minnesota, National Association Corporate Trust Services 213 Court Street, Suite 703 Middletown, CT 06457 Attention: Joseph P. O’Donnell |
By Hand or Overnight Delivery: Wells Fargo Bank Minnesota, National Association Corporate Trust Services 213 Court Street, Suite 703 Middletown, CT 06457 Attention: Joseph P. O’Donnell |
Facsimile Transmission Number: (For Eligible Institutions Only) (860) 704-6219 Confirm Receipt of Facsimile by telephone: (860)704-6217 |
Delivery of this notice to an address, or transmission of instructions via a facsimile, other than as set forth above, does not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on the letter of transmittal to be used to tender Outstanding Notes is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the letter of transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to GXS Corporation, upon the terms and subject to the conditions set forth in the Prospectus and the letter of transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, Outstanding Notes pursuant to guaranteed delivery procedures set forth in Instruction 1 of the letter of transmittal.
The undersigned understands that tenders of Outstanding Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Outstanding Notes pursuant to the Exchange Offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
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Certificate No(s). for Outstanding Notes
(if available)
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Principal Amount of Outstanding Notes | |
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Principal Amount of Outstanding Notes Tendered
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Signature(s) | |
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Dated:
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If Outstanding Notes will be delivered by book-entry transfer at the Depository Trust Company, Depository Account No.: | |
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Outstanding Notes exactly as its (their) name(s) appear on certificates of Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es)
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Name(s):
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Capacity:
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Address(es):
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Area Code and Telephone No.:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), hereby
| (a) | represents that the above named person(s) “own(s)” the Outstanding Notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act, | |
| (b) | represents that such tender of Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and | |
| (c) | guarantees that delivery to the exchange agent of certificates for the Outstanding Notes to be tendered, proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Notes into the exchange agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) letter of transmittal with any required signatures and any other required documents, will be received by the exchange agent at one of its addresses set forth above within three trading days after the Expiration Date. |
I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.
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Name of Firm
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Authorized Signature | |
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Address
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Title | |
| Name: | ||
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Zip Code
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(Please Type or Print) | |
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Area Code and Telephone No.:
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Dated: | |
| NOTE: | DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE. |