GXS CORPORATION ANNOUNCES PROPOSED REFINANCING

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GXS CORPORATION ANNOUNCES PROPOSED REFINANCING
23 May 2005 - Global Exchange Services (GXS)

GXS Corporation today announced that it intends to enter into new senior secured credit facilities. GXS intends to use borrowings under the new credit facilities, together with available cash, to finance the previously announced acquisition of G International, Inc., to repay certain of its and G International's outstanding indebtedness (including GXS' outstanding $105.0 million senior secured floating rate notes and a portion of GXS's outstanding senior subordinated reset notes), and to pay fees and expenses related to the acquisition of G International and the refinancing.

GXS anticipates that the new credit facilities will consist of a first lien term loan, second lien term loans and a revolving credit facility. At this time, it is anticipated that the revolving credit facility will be undrawn at the time of the entering into of the new credit facilities. It is anticipated that the new credit facilities will be guaranteed by GXS' current and future domestic subsidiaries and secured by a lien on and a pledge of capital stock and intercompany notes of GXS and each of its direct and indirect subsidiaries and a lien on substantially all of the assets of GXS and each domestic guarantor. Under the terms of the new credit facilities, GXS anticipates that it will be required to meet certain financial tests. In addition, it is anticipated that the new credit facilities will contain customary negative and affirmative covenants.

In connection with the proposed refinancing, GXS also announced that it had reached an agreement, subject to the completion of the G International acquisition and the refinancing, with the holder of the reset notes to amend certain terms of the reset notes, including extending the maturity date to September 27, 2012 and fixing the interest rate at 12% per annum from September 27, 2003 through the date of the acquisition of G International. The parties have agreed that the interest rate on the reset notes will be between 12% and 15% per annum thereafter, with varying amounts payable in kind and in cash each year.

The terms of the new credit facilities are still being negotiated and are therefore subject to change and the changes could be material. The entering into of the new credit facilities and the completion of the G International acquisition and related refinancing are subject to a number of conditions, including market conditions. As a result, GXS may not be able to enter into the new credit facilities or complete the acquisition or the refinancing on the terms, or in the time frame, currently anticipated, if at all.

http://www.gxs.xom

About: Global Exchange Services (GXS)
Global eXchange Services (GXS) is a provider of B2B e-commerce solutions that simplify and enhance business process integration and collaboration. Organisations employ the Global eXchange Services Trading Grid to balance supply and demand.

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