**Exhibit 10.38**    **CONFIDENTIAL MATERIAL OMITTED AND FILED** **SEPARATELY WITH THE SECURITIES AND** **EXCHANGE COMMISSION.** **ASTERISKS DENOTE SUCH OMISSIONS.**
**FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**
          **THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**(this “Amendment”) isentered into as of August 3, 2004, by and among, on the one hand, the lendersidentified on the signature pages hereof (such lenders, together with theirrespective successors and assigns, are referred to hereinafter eachindividually as a “Lender” and collectively as the “Lenders”), and **WELLS FARGOFOOTHILL, INC.,**a California corporation, formerly known as Foothill CapitalCorporation, as administrative agent for the Lenders (“Agent”), and, on theother hand, **GXS HOLDINGS, INC.**, a Delaware corporation (“Parent”), and **GXSCORPORATION**, a Delaware corporation (“Borrower”), with reference to thefollowing facts:
          **WHEREAS**, Borrower, Parent, the Lenders, and Agent are party to thatcertain Loan and Security Agreement, dated as of March 21, 2003 (as the samemay be amended, restated, supplemented, or otherwise modified from time totime, including hereby, the “Loan Agreement”), pursuant to which theLenders have made certain loans and financial accommodations to Borrower;
          **WHEREAS**, Borrower has requested certain amendments to the Loan Agreement;
          **WHEREAS**, the Lender Group has agreed, subject to and in accordance withthe terms and conditions set forth herein, to amend the Loan Agreement.
          **NOW, THEREFORE**, for good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, and upon the terms and conditionsset forth herein, the parties hereby agree as follows:
     **SECTION 1.**RELATION TO THE LOAN AGREEMENT; DEFINITIONS.
          **1.1 Relation to Loan Agreement.**This Amendment constitutes anintegral part of the Loan Agreement and shall be deemed to be a Loan Documentfor all purposes. Upon the effectiveness of this Amendment, on and after thedate hereof each reference in the Loan Agreement to “this Agreement,”“hereunder,” “hereof,” or words of like import referring to the Loan Agreement,and each reference in the other Loan Documents to “the Loan Agreement,”“thereunder,” “thereof” or words of like import referring to the LoanAgreement, shall mean and be a reference to the Loan Agreement as amendedhereby.
          **1.2 Capitalized Terms.**For all purposes of this Amendment,capitalized terms used herein without definition shall have the meaningsspecified in the Loan Agreement.
     **SECTION 2.**AMENDMENTS TO LOAN AGREEMENT.
          **2.1 Amendments to Section 1.1**. Section 1.1 of the LoanAgreement is hereby amended by:
 

 
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     (a) Amending the following definition to read in its entirety as follows:
          “Permitted[* * *]1Indebtedness” means (a) Indebtedness inan aggregate principal amount not in excess of [* * *]2; providedthat (i) such Indebtedness is subordinated to the Obligations; (ii) suchIndebtedness shall not be secured except that not more than [* * *]3 ofsuch Indebtedness may be secured by a third priority Lien on theCollateral; (iii) the Borrower shall apply the proceeds of suchIndebtedness to finance (x) [* * *]4 and (y) working capital of Borrowerand its Subsidiaries, (iv) such Indebtedness has a maturity date at least6 months later than the Maturity Date and (v) such Indebtedness hascovenants substantially no less favorable to Borrower than the SeniorNotes unless otherwise agreed by Agent and (b) any Permitted RefinancingIndebtedness of such Indebtedness.”
     (b) Amending clause (v) of the definition of “Permitted Liens” toread in its entirety as follows:
          ”(v) third priority Liens securing no more than [* * *]5 of thePermitted [* * *]6 Indebtedness so long as the holders of such Liensexecute and deliver to Agent an intercreditor agreement in form andsubstance satisfactory to Agent; provided that Agent agrees thatan intercreditor agreement on substantially the same terms as theIntercreditor Agreement shall be deemed satisfactory to it.”
     1 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
     2 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
     3 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
     4 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
     5 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
     6 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
 

 
    **CONFIDENTIAL MATERIAL OMITTED AND FILED** **SEPARATELY WITH THE SECURITIES AND** **EXCHANGE COMMISSION.** **ASTERISKS DENOTE SUCH OMISSIONS.**
     **SECTION 3.**REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS.
          **3.1**Representations.
               Parent and Borrower each hereby represents and warrants to Agent andLenders that:
               (a) It has the requisite power and authority to execute and deliver thisAmendment and to perform its obligations hereunder and under the Loan Documentsto which it is a party. The execution, delivery, and performance by it of thisAmendment and the performance by it of each Loan Document to which it is aparty (i) have been duly approved by all necessary action and no otherproceedings are necessary to consummate such transactions; and (ii) are not incontravention of (A) any law, rule, or regulation, or any order, judgment,decree, writ, injunction, or award of any arbitrator, court or governmentalauthority binding on it, (B) the terms of its organizational documents, or (C)any provision of any contract or undertaking to which it is a party or by whichany of its properties may be bound or affected;
               (b) This Amendment has been duly executed and delivered by Parent andBorrower. This Amendment and each Loan Document to which Parent or Borrower isparty are the legal, valid and binding obligation of Parent or Borrower (asapplicable), enforceable against such Person in accordance with its terms, andis in full force and effect except as such validity and enforceability islimited by the laws of insolvency and bankruptcy, laws affecting creditors’rights and principles of equity applicable hereto;
               (c) No injunction, writ, restraining order, or other order of any natureprohibiting, directly or indirectly, the consummation of the transactionscontemplated herein has been issued and remains in force by any GovernmentalAuthority against Borrower, any Guarantor or any member of the Lender Group;
               (d) No Default or Event of Default has occurred and is continuing on thedate hereof or as of the date of the effectiveness of this Amendment; and
               (e) The representations and warranties in the Loan Agreement and the otherLoan Documents are true and correct in all material respects on and as of thedate hereof, as though made on such date (except to the extent that suchrepresentations and warranties relate solely to an earlier date).
     **SECTION 4.**MISCELLANEOUS.
          **4.1 Conditions to Effectiveness**. The satisfaction of each of thefollowing shall constitute conditions precedent to the effectiveness of thisAmendment and each and every provision hereof:
               (a) The representations and warranties in the Loan Agreement and the otherLoan Documents shall be true and correct in all respects on and as of the datehereof, as
 

 
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though made on such date (except to the extent that suchrepresentations and warranties relate solely to an earlier date);
               (b) Agent shall have received the reaffirmation and consent of eachGuarantor attached hereto as Exhibit A, duly executed and delivered byeach Guarantor;
               (c) No Default or Event of Default shall have occurred and be continuingon the date hereof or as of the date of the effectiveness of this Amendment;and
               (d) No injunction, writ, restraining order, or other order of any natureprohibiting, directly or indirectly, the consummation of the transactionscontemplated herein shall have been issued and remain in force by anyGovernmental Authority against Borrower, any Guarantor, or the Lender Group.
          **4.2 Entire Amendment; Effect of Amendment**. This Amendment, andterms and provisions hereof, constitute the entire agreement among the partiespertaining to the subject matter hereof and supersedes any and all prior orcontemporaneous amendments relating to the subject matter hereof. Except forthe amendments to the Loan Agreement expressly set forth in Section 2 hereof,the Loan Agreement and other Loan Documents shall remain unchanged and in fullforce and effect. The execution, delivery, and performance of this Amendmentshall not operate as a waiver of or, except as expressly set forth herein, asan amendment of, any right, power, or remedy of the Lender Group as in effectprior to the date hereof. The amendments and other agreements set forth hereinare limited to the specifics hereof, shall not apply with respect to any factsor occurrences other than those on which the same are based, shall not excusefuture non-compliance with the Loan Agreement, and shall not operate as aconsent to any further or other matter, under the Loan Documents. To theextent any terms or provisions of this Amendment conflict with those of theLoan Agreement or other Loan Documents, the terms and provisions of thisAmendment shall control. This Amendment is a Loan Document.
          **4.3 Counterparts; Telefacsimile.**This Amendment may be executed inany number of counterparts, all of which taken together shall constitute oneand the same instrument and any of the parties hereto may execute thisAmendment by signing any such counterpart. Delivery of an executed counterpartof this Amendment by telefacsimile shall be equally as effective as delivery ofan original executed counterpart of this Amendment. Any party delivering anexecuted counterpart of this Amendment by telefacsimile also shall deliver anoriginal executed counterpart of this Amendment, but the failure to deliver anoriginal executed counterpart shall not affect the validity, enforceability,and binding effect of this Amendment.
          **4.4 Fees, Costs and Expenses.**Borrower agrees to pay on demand allreasonable fees, costs and expenses in connection with the preparation,execution, delivery, administration, modification and amendment of thisAmendment and the other instruments and documents to be delivered hereunder,including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and withrespect to advising the Agent as to their rights and responsibilities hereunderand thereunder.
 

 
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          **4.5 Cross-References**. References in this Amendment to any Sectionare, unless otherwise specified, to such Section of this Amendment.
          **4.6 Successors and Assigns**. This Amendment shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns.
          **4.7 GOVERNING LAW.**THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARDTO ANY CONFLICT OF LAWS PRINCIPLES.
 

 
    **CONFIDENTIAL MATERIAL OMITTED AND FILED** **SEPARATELY WITH THE SECURITIES AND** **EXCHANGE COMMISSION.** **ASTERISKS DENOTE SUCH OMISSIONS.**
     IN WITNESS WHEREOF, the parties have caused this Amendment to be executedand delivered as of the date first written above.       **GXS CORPORATION,**  a Delaware corporation      By: /s/ Gary Greenfield    Title: Chief Executive Officer       **GXS HOLDINGS, INC.,**  a Delaware corporation      By: /s/ Gary Greenfield