EX-25.1 81 a2118226zex-25_1.htm EXHIBIT 25.1
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EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York   13-5160382
(State of incorporation
if not a U.S. national bank)		   (I.R.S. employer
identification no.)
     
One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

Worldspan, L.P.
(Exact name of obligor as specified in its charter)

Delaware   43-1537250
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

WS Financing Corp.
(Exact name of obligor as specified in its charter)

Delaware   75-3125720
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan iJet Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware   58-2645324
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan XOL LLC
(Exact name of obligor as specified in its charter)

Georgia   58-2530483
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan BBN Holdings, LLC
(Exact name of obligor as specified in its charter)

California   58-2607622
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan Digital Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware   58-2611355
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan StoreMaker Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware   58-2611361
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan Viator Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware   58-2611356
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan OpenTable Holdings, LLC
(Exact name of obligor as specified in its charter)

Georgia   58-2611353
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan South American Holdings, LLC
(Exact name of obligor as specified in its charter)

Georgia   58-2529667
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Worldspan S.A. Holdings II, LLC
(Exact name of obligor as specified in its charter)

Georgia   58-2607619
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)
     
300 Galleria Parkway, N.W.
Atlanta, GA		  
30339
(Address of principal executive offices)   (Zip code)

95/8% Senior Notes due 2011

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.


Name
   Address
Superintendent of Banks of the State of New York   2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York
 
33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

New York Clearing House Association
 
New York, New York 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

        Yes.

2. Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16. List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 27th day of August, 2003.


 
 
THE BANK OF NEW YORK


 

 

By:

/s/  ROBERT A. MASSIMILLO      
Name: ROBERT A. MASSIMILLO
Title:   VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
   Dollar Amounts
In Thousands
ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 4,257,371
  Interest-bearing balances     6,048,782
Securities:      
  Held-to-maturity securities     373,479
  Available-for-sale securities     18,918,169
Federal funds sold in domestic offices     6,689,000
Securities purchased under agreements to resell     5,293,789
Loans and lease financing receivables:      
  Loans and leases held for sale     616,186
  Loans and leases, net of unearned income     38,342,282
  LESS: Allowance for loan and lease losses     819,982
  Loans and leases, net of unearned income and allowance     37,522,300
Trading Assets     5,741,193
Premises and fixed assets (including capitalized leases)     958,273
Other real estate owned     441
Investments in unconsolidated subsidiaries and associated companies     257,626
Customers' liability to this bank on acceptances outstanding     159,995
Intangible assets      
  Goodwill     2,554,921
  Other intangible assets     805,938
Other assets     6,285,971
   
Total assets   $ 96,483,434
   
LIABILITIES      
Deposits:      
  In domestic offices   $ 37,264,787
  Noninterest-bearing     15,357,289
  Interest-bearing     21,907,498
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     28,018,241
  Noninterest-bearing     1,026,601
  Interest-bearing     26,991,640
Federal funds purchased in domestic offices     739,736
Securities sold under agreements to repurchase     465,594
Trading liabilities     2,456,565
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		     8,994,708
Bank's liability on acceptances executed and outstanding     163,277
Subordinated notes and debentures     2,400,000
Other liabilities     7,446,726
   
Total liabilities   $ 87,949,634
   
Minority interest in consolidated subsidiaries     519,472
EQUITY CAPITAL      
Perpetual preferred stock and related surplus     0
Common stock     1,135,284
Surplus     2,056,273
Retained earnings     4,694,161
Accumulated other comprehensive income     128,610
Other equity capital components     0
   
Total equity capital     8,014,328
   
Total liabilities minority interest and equity capital   $ 96,483,434
   

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith		   Directors

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SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,