exv10w12



 



EXHIBIT 10.12


 










LOAN AND SECURITY AGREEMENT



by and among



GXS HOLDINGS, INC.



as Parent



GXS CORPORATION



as Borrower,



THE LENDERS THAT ARE SIGNATORIES HERETO



as the Lenders,



FOOTHILL CAPITAL CORPORATION



as the Co-Arranger and Administrative Agent,



CREDIT SUISSE FIRST BOSTON



as the Lead Arranger,



and



ABLECO FINANCE LLC



as the Documentation Agent



Dated as of March 21, 2003




















 



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND CONSTRUCTION	 	 	1	 
	 	 	
1.1
	 	Definitions
	 	 	1	 
	 	 	
1.2
	 	Accounting Terms
	 	 	42	 
	 	 	
1.3
	 	Code
	 	 	42	 
	 	 	
1.4
	 	Construction
	 	 	42	 
	 	 	
1.5
	 	Schedules and Exhibits
	 	 	42	 
	2.	 	LOAN AND TERMS OF PAYMENT	 	 	43	 
	 	 	
2.1
	 	Revolver Advances
	 	 	43	 
	 	 	
2.2
	 	Term Loan
	 	 	43	 
	 	 	
2.3
	 	Borrowing Procedures and Settlements
	 	 	45	 
	 	 	
2.4
	 	Payments
	 	 	52	 
	 	 	
2.5
	 	Overadvances
	 	 	55	 
	 	 	
2.6
	 	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations
	 	 	55	 
	 	 	
2.7
	 	Cash Management
	 	 	57	 
	 	 	
2.8
	 	Crediting Payments
	 	 	58	 
	 	 	
2.9
	 	Designated Account
	 	 	58	 
	 	 	
2.10
	 	Maintenance of Loan Account; Statements of Obligations
	 	 	58	 
	 	 	
2.11
	 	Fees
	 	 	59	 
	 	 	
2.12
	 	Letters of Credit
	 	 	59	 
	 	 	
2.13
	 	LIBOR Option
	 	 	63	 
	 	 	
2.14
	 	Capital Requirements
	 	 	66	 
	 	 	
2.15
	 	Registered Notes
	 	 	66	 
	 	 	
2.16
	 	Securitization
	 	 	66	 
	3.	 	CONDITIONS; TERM OF AGREEMENT	 	 	67	 
	 	 	
3.1
	 	Conditions Precedent to the Initial Extension of Credit
	 	 	67	 
	 	 	
3.2
	 	Conditions Subsequent to the Initial Extension of Credit
	 	 	70	 
	 	 	
3.3
	 	Conditions Precedent to all Extensions of Credit
	 	 	71	 
	 	 	
3.4
	 	Term
	 	 	72	 
	 	 	
3.5
	 	Effect of Termination
	 	 	72	 
	 	 	
3.6
	 	Early Termination by Borrower
	 	 	73	 
	4.	 	CREATION OF SECURITY INTEREST	 	 	74	 
	 	 	
4.1
	 	Grant of Security Interest
	 	 	74	 
	 	 	
4.2
	 	Negotiable Collateral
	 	 	74	 
	 	 	
4.3
	 	Collection of Accounts, General Intangibles, and Negotiable Collateral
	 	 	74	 
	 	 	
4.4
	 	Filing of Financing Statements; Commercial Tort
Claims; Delivery of Additional Documentation Required
	 	 	74	 
	 	 	
4.5
	 	Power of Attorney
	 	 	75	 
	 	 	
4.6
	 	Right to Inspect
	 	 	76	 



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4.7
	 	Control Agreements
	 	 	76	 
	5.	 	REPRESENTATIONS AND WARRANTIES	 	 	76	 
	 	 	
5.1
	 	No Encumbrances
	 	 	77	 
	 	 	
5.2
	 	[Intentionally Omitted]
	 	 	77	 
	 	 	
5.3
	 	[Intentionally Omitted]
	 	 	77	 
	 	 	
5.4
	 	Equipment
	 	 	77	 
	 	 	
5.5
	 	Location of Inventory and Equipment
	 	 	77	 
	 	 	
5.6
	 	[Intentionally Omitted]
	 	 	77	 
	 	 	
5.7
	 	Jurisdiction of Incorporation; Location of Chief
Executive Office; FEIN; Organizational ID Number; Commercial
Tort Claims
	 	 	77	 
	 	 	
5.8
	 	Due Organization and Qualification; Subsidiaries
	 	 	77	 
	 	 	
5.9
	 	Due Authorization; No Conflict
	 	 	78	 
	 	 	
5.10
	 	Litigation
	 	 	80	 
	 	 	
5.11
	 	No Material Adverse Change
	 	 	80	 
	 	 	
5.12
	 	Fraudulent Transfer
	 	 	80	 
	 	 	
5.13
	 	Employee Benefits
	 	 	80	 
	 	 	
5.14
	 	Environmental Condition
	 	 	80	 
	 	 	
5.15
	 	Brokerage Fees
	 	 	81	 
	 	 	
5.16
	 	Intellectual Property
	 	 	81	 
	 	 	
5.17
	 	Leases
	 	 	81	 
	 	 	
5.18
	 	Deposit Accounts and Securities Accounts
	 	 	81	 
	 	 	
5.19
	 	Complete Disclosure
	 	 	81	 
	 	 	
5.20
	 	Indebtedness
	 	 	81	 
	6.	 	AFFIRMATIVE COVENANTS	 	 	82	 
	 	 	
6.1
	 	Accounting System
	 	 	82	 
	 	 	
6.2
	 	Collateral Reporting
	 	 	82	 
	 	 	
6.3
	 	Financial Statements, Reports, Certificates
	 	 	83	 
	 	 	
6.4
	 	Guarantor Reports
	 	 	85	 
	 	 	
6.5
	 	Allowances
	 	 	85	 
	 	 	
6.6
	 	Maintenance of Properties
	 	 	85	 
	 	 	
6.7
	 	Taxes
	 	 	85	 
	 	 	
6.8
	 	Insurance
	 	 	85	 
	 	 	
6.9
	 	Location of Inventory and Equipment
	 	 	86	 
	 	 	
6.10
	 	Compliance with Laws
	 	 	87	 
	 	 	
6.11
	 	Leases
	 	 	87	 
	 	 	
6.12
	 	Existence
	 	 	87	 
	 	 	
6.13
	 	Environmental
	 	 	87	 
	 	 	
6.14
	 	Disclosure Updates
	 	 	87	 
	 	 	
6.15
	 	Formation of Subsidiaries
	 	 	88	 
	7.	 	NEGATIVE COVENANTS	 	 	88	 
	 	 	
7.1
	 	Indebtedness
	 	 	88	 
	 	 	
7.2
	 	Liens
	 	 	91	 



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7.3
	 	Restrictions on Fundamental Changes
	 	 	91	 
	 	 	
7.4
	 	Disposal of Assets
	 	 	92	 
	 	 	
7.5
	 	Change Name
	 	 	92	 
	 	 	
7.6
	 	[Intentionally Omitted]
	 	 	92	 
	 	 	
7.7
	 	Prepayments and Amendments
	 	 	92	 
	 	 	
7.8
	 	Change of Control
	 	 	92	 
	 	 	
7.9
	 	[Intentionally Omitted]
	 	 	93	 
	 	 	
7.10
	 	Restricted Payments
	 	 	93	 
	 	 	
7.11
	 	Accounting Methods
	 	 	93	 
	 	 	
7.12
	 	Investments
	 	 	93	 
	 	 	
7.13
	 	Transactions with Affiliates
	 	 	94	 
	 	 	
7.14
	 	Business Activities
	 	 	95	 
	 	 	
7.15
	 	[Intentionally Omitted]
	 	 	95	 
	 	 	
7.16
	 	Use of Proceeds
	 	 	95	 
	 	 	
7.17
	 	Equipment with Bailees
	 	 	96	 
	 	 	
7.18
	 	Payment Restrictions Affecting Subsidiaries
	 	 	96	 
	 	 	
7.19
	 	Sale/Leaseback Transactions
	 	 	97	 
	 	 	
7.20
	 	Designation of Restricted Subsidiaries and Unrestricted Subsidiaries
	 	 	98	 
	 	 	
7.21
	 	Issuance and Sale of Equity Interests in Wholly Owned
Restricted Subsidiaries
	 	 	98	 
	 	 	
7.22
	 	Financial Covenants
	 	 	99	 
	8.	 	EVENTS OF DEFAULT	 	 	99	 
	9.	 	THE LENDER GROUP’S RIGHTS AND REMEDIES	 	 	102	 
	 	 	
9.1
	 	Rights and Remedies
	 	 	102	 
	 	 	
9.2
	 	Remedies Cumulative
	 	 	104	 
	10.	 	TAXES AND EXPENSES	 	 	104	 
	11.	 	WAIVERS; INDEMNIFICATION	 	 	105	 
	 	 	
11.1
	 	Demand; Protest; etc.
	 	 	105	 
	 	 	
11.2
	 	The Lender Group’s Liability for Borrower Collateral
	 	 	105	 
	 	 	
11.3
	 	Indemnification
	 	 	105	 
	12.	 	NOTICES	 	 	106	 
	13.	 	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER	 	 	107	 
	14.	 	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	 	 	108	 
	 	 	
14.1
	 	Assignments and Participations
	 	 	108	 
	 	 	
14.2
	 	Successors
	 	 	111	 
	15.	 	AMENDMENTS; WAIVERS	 	 	111	 
	 	 	
15.1
	 	Amendments and Waivers
	 	 	111	 
	 	 	
15.2
	 	Replacement of Holdout Lender
	 	 	112	 



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15.3
	 	No Waivers; Cumulative Remedies
	 	 	113	 
	16.	 	AGENT; THE LENDER GROUP	 	 	113	 
	 	 	
16.1
	 	Appointment and Authorization of Agent
	 	 	113	 
	 	 	
16.2
	 	Delegation of Duties
	 	 	115	 
	 	 	
16.3
	 	Liability of Agent
	 	 	115	 
	 	 	
16.4
	 	Reliance by Agent
	 	 	115	 
	 	 	
16.5
	 	Notice of Default or Event of Default
	 	 	116	 
	 	 	
16.6
	 	Credit Decision
	 	 	116	 
	 	 	
16.7
	 	Costs and Expenses; Indemnification
	 	 	117	 
	 	 	
16.8
	 	Agent in Individual Capacity
	 	 	117	 
	 	 	
16.9
	 	Successor Agent
	 	 	118	 
	 	 	
16.10
	 	Lender in Individual Capacity
	 	 	118	 
	 	 	
16.11
	 	Withholding Taxes
	 	 	118	 
	 	 	
16.12
	 	Collateral Matters
	 	 	120	 
	 	 	
16.13
	 	Restrictions on Actions by Lenders; Sharing of Payments
	 	 	121	 
	 	 	
16.14
	 	Agency for Perfection
	 	 	122	 
	 	 	
16.15
	 	Payments by Agent to the Lenders
	 	 	122	 
	 	 	
16.16
	 	Concerning the Collateral and Related Loan Documents
	 	 	122	 
	 	 	
16.17
	 	Field Audits and Examination Reports;
Confidentiality; Disclaimers by Lenders; Other Reports and
Information
	 	 	123	 
	 	 	
16.18
	 	Several Obligations; No Liability
	 	 	124	 
	 	 	
16.19
	 	Legal Representation of Agent
	 	 	124	 
	 	 	
16.20
	 	Documentation Agent
	 	 	124	 
	 	 	
16.21
	 	Lead Arranger
	 	 	124	 
	17.	 	GENERAL PROVISIONS	 	 	125	 
	 	 	
17.1
	 	Effectiveness
	 	 	125	 
	 	 	
17.2
	 	Section Headings
	 	 	125	 
	 	 	
17.3
	 	Interpretation
	 	 	125	 
	 	 	
17.4
	 	Severability of Provisions
	 	 	125	 
	 	 	
17.5
	 	Amendments in Writing
	 	 	125	 
	 	 	
17.6
	 	Counterparts; Telefacsimile Execution
	 	 	125	 
	 	 	
17.7
	 	Revival and Reinstatement of Obligations
	 	 	125	 
	 	 	
17.8
	 	Confidentiality
	 	 	126	 
	 	 	
17.9
	 	Integration
	 	 	126	 



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EXHIBITS AND SCHEDULES




	 	 	 	 	 
	 	 	
Exhibit A-1
	 	Form of Assignment and Acceptance
	 	 	
Exhibit C-1
	 	Form of Compliance Certificate
	 	 	
Exhibit L-1
	 	Form of LIBOR Notice
	 	 	
Schedule A-1
	 	Agent’s Account
	 	 	
Schedule C-1
	 	Commitments
	 	 	
Schedule D-1
	 	Designated Account
	 	 	
Schedule I-1
	 	Permitted Investments
	 	 	
Schedule M-1
	 	Material Foreign Subsidiaries
	 	 	
Schedule P-1
	 	Permitted Liens
	 	 	
Schedule R-1
	 	Real Property Collateral
	 	 	
Schedule 2.7(a)
	 	Cash Management Banks
	 	 	
Schedule 5.5
	 	Locations of Inventory and Equipment
	 	 	
Schedule 5.7(a)
	 	States of Organization
	 	 	
Schedule 5.7(b)
	 	Chief Executive Offices
	 	 	
Schedule 5.7(c)
	 	FEINs
	 	 	
Schedule 5.7(d)
	 	Commercial Tort Claims
	 	 	
Schedule 5.8(c)
	 	Capitalization of Borrower’s Subsidiaries
	 	 	
Schedule 5.10
	 	Litigation
	 	 	
Schedule 5.14
	 	Environmental Matters
	 	 	
Schedule 5.16
	 	Intellectual Property
	 	 	
Schedule 5.18
	 	Deposit Accounts and Securities Accounts
	 	 	
Schedule 5.20
	 	Permitted Indebtedness
	 	 	
Schedule 7.1(e)
	 	Promissory Notes
	 	 	
Schedule 7.4
	 	Permitted Liquidations
	 	 	
Schedule 7.10
	 	Put/Call Obligations
	 	 	
Schedule 7.13
	 	Permitted Affiliate Transactions
	 	 	
Schedule 7.18
	 	Permitted Restrictions




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LOAN AND SECURITY AGREEMENT



          THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of
March 21, 2003, by and among, on the one hand, the lenders identified on the
signature pages hereof (such lenders, together with their respective successors
and permitted assigns, are referred to hereinafter each individually as a
“Lender” and collectively as the “Lenders”), FOOTHILL CAPITAL CORPORATION, a
California corporation, as the co-arranger and administrative agent for the
Lenders, CREDIT SUISSE FIRST BOSTON, as the lead arranger, and ABLECO FINANCE
LLC, a Delaware limited liability company, as the documentation agent, and, on
the other hand, GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and GXS
CORPORATION, a Delaware corporation (“Borrower”).



          The parties agree as follows:




	1.	 	DEFINITIONS AND CONSTRUCTION.




     1.1 Definitions. As used in this Agreement, the following terms shall
have the following definitions:


          “Ableco” means Ableco Finance LLC, a Delaware limited liability company.



          “Account” means an account (as that term is defined in the Code), and any
and all supporting obligations in respect thereof.



          “Account Debtor” means any Person who is obligated under, with respect to,
or on account of, an Account, chattel paper, or a General Intangible.



          “ACH Transactions” means any cash management or related services
(including the Automated Clearing House processing of electronic fund transfers
through the direct Federal Reserve Fedline system) provided by a Bank Product
Provider for the account of Borrower or its Subsidiaries.



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



               (a)     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,
so long as such Indebtedness is not incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and



               (b)     Indebtedness secured by a Lien encumbering any asset at the time such
asset is acquired by such specified Person.



          “Additional
Documents” has the meaning set forth in Section 4.4(c).



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          “Advances” has the meaning set forth in Section 2.1(a).



          “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 the purposes of this definition,
“control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing. For
purposes of Section 7.13 only, “Affiliate” will also mean any beneficial owner
of shares representing 10% or more of the total voting power of the Voting
Stock (on a fully diluted basis) of Parent or of rights or warrants to purchase
such Voting Stock (whether or not currently exercisable) and any Person who
would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.



          “Agent” means Foothill, in its capacity as co-arranger and administrative
agent hereunder, and any successor thereto.



          “Agent Advances” has the meaning set forth in Section 2.3(e)(i).



          “Agent-Related Persons” means Agent, together with its Affiliates,
officers, directors, employees, attorneys, and agents.



          “Agent’s Account” means the Deposit Account of Agent identified on
Schedule A-1.



          “Agent’s Liens” means the Liens granted by Borrower or its Subsidiaries to
Agent under this Agreement or the other Loan Documents.



          “Agreement” has the meaning set forth in the preamble to this Agreement.



          “Applicable Prepayment Premium” means, as of any date of determination, an
amount equal to (a) during the period of time from and after the date of the
execution and delivery of this Agreement up to the date that is the first
anniversary of the Closing Date, 4.0% times the Maximum Facility Amount, (b)
during the period of time from and including the date that is the first
anniversary of the Closing Date up to the date that is the second anniversary
of the Closing Date, 3.0% times the Maximum Facility Amount, (c) during the
period of time from and including the date that is the second anniversary of
the Closing Date up to the date that is the third anniversary of the Closing
Date, 2.0% times the Maximum Facility Amount, and (e) during the period of time
from and including the date that is the third anniversary of the Closing Date
up to the date that is 30 days prior to the Maturity Date, 1.0% times the
Maximum Facility Amount; provided, however, that if all of the Obligations are
prepaid with the proceeds of a private placement of subordinated debt or
equity, an initial public offering of Parent’s or Borrower’s Stock or a sale of
all or substantially all of the assets or Stock of Borrower, or all or
substantially all of the Stock of Parent, the Applicable Prepayment Premium
shall be reduced by 50%.



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          “Asset Sale” means:



               (a)     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 owned by Parent and its Subsidiaries taken as a
whole will be governed by the provisions of Section 7.8 and/or Section 7.3 of
this Agreement and not by the provisions of Section 7.4 of this Agreement; and



               (b)     the issuance of Equity Interests by any Restricted Subsidiary or the
sale of Equity Interests in any 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 other than Accounts having a fair market value of less than $1,000,000
and which, together with all other such transactions that took place on or
after the Closing Date, involves assets other than Accounts having a fair
market value of less than $2,500,000 in the aggregate;



               (2)     a transfer of assets or rights between or among Borrower, Parent and
the Restricted Subsidiaries that are Guarantors;



               (3)     an issuance of Equity Interests by (a) a Subsidiary of Borrower to
Borrower or any Guarantor, (b) a Subsidiary of Borrower to qualify members of
the board of directors or other governing body of such Subsidiary if required
by applicable law, or (c) a Subsidiary of Borrower in such de minimis amounts
as re required by law to be held by third parties;



               (4)     the disposition of Equipment no longer used or useful in the business
of Parent or any of its Restricted Subsidiaries;



               (5)     a Sale/Leaseback Transaction with respect to any Equipment or Real
Property within 90 days of the acquisition of such assets, to the extent
permitted under Section 7.19;



               (6)     the sale or other disposition of Cash Equivalents in a manner not
otherwise prohibited hereby;



               (7)     the grant of a nonexclusive license of patents, copyrights,
trademarks, registrations therefor and other similar intellectual property in
the ordinary course of business and consistent with industry practice;



               (8)     any Restricted Investment permitted to be made pursuant to the
provisions of Section 7.10 of this Agreement;



               (9)     Inventory sold in the ordinary course of business;

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               (10)     sales, assignments, transfers or dispositions of Accounts in the
ordinary course of business for purposes of collection or settlement of
disputed claims;



               (11)     assets sold (i) by a Subsidiary of Borrower that is not a Guarantor
to another Subsidiary of Borrower that is not a Guarantor or (ii) by Borrower
or a Guarantor to a Subsidiary of Borrower that is not a Guarantor to the
extent that the aggregate fair market value of all such assets sold does not
exceed $1,000,000;



               (12)     the sale of the Intercept 400 product line (as contemplated by the
Recapitalization Agreement);



               (13)     in order to resolve disputes that occur in the ordinary course of
business, Borrower and its Subsidiaries may discount or otherwise compromise
for less than the face value thereof, notes or Accounts in the ordinary course
of business; and



               (14)     the sales and liquidations described in Schedule 7.4, as disclosed to
Agent prior to the Closing Date.



          “Assignee” has the meaning set forth in Section 14.1.



          “Assignment and Acceptance” means an Assignment and Acceptance Agreement
substantially in the form of Exhibit A-1.



          “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as
at the time of determination, the present value (discounted at the interest
rate implicit in such transaction, determined in accordance with GAAP) of the
total obligations of the lessee for net rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended or may be, at the option of the
lessor, extended).



          “Authorized Person” means any officer or employee of Borrower.



          “Availability” means, as of any date of determination, the amount that
Borrower is entitled to borrow as Advances hereunder (after giving effect to
all then outstanding Obligations (other than Bank Product Obligations) and all
sublimits and reserves then applicable hereunder).



          “Bank of America Accounts” means the bank accounts maintained at Bank of
America, N.A. and identified as account numbers 8188401096 and 1233930534.



          “Bank Product” means any financial accommodation extended to Parent or its
Subsidiaries by a Bank Product Provider (other than pursuant to this Agreement)
including: (a) credit cards, (b) credit card processing services, (c) debit
cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including
controlled disbursement, accounts or services, or (g) transactions under Hedge
Agreements.

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          “Bank Product Agreements” means those agreements entered into from time to
time by Parent or its Subsidiaries with a Bank Product Provider in connection
with the obtaining of any of the Bank Products.



          “Bank Product Obligations” means all obligations, liabilities, contingent
reimbursement obligations, fees, and expenses owing by Parent or its
Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank
Product Agreements and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, and including all such amounts that Parent or
its Subsidiaries are obligated to reimburse to Agent or any member of the
Lender Group as a result of Agent or such member of the Lender Group purchasing
participations from, or executing indemnities or reimbursement obligations to,
a Bank Product Provider with respect to the Bank Products provided by such Bank
Product Provider to Parent or its Subsidiaries.



          “Bank Product Provider” means Wells Fargo or any of its Affiliates.



          “Bank Product Reserve” means, as of any date of determination, the lesser
of (a) $5,000,000, and (b) the amount of reserves that Agent has established
(based upon the Bank Product Providers’ reasonable determination of the credit
exposure in respect of then extant Bank Products) in respect of Bank Products
then provided or outstanding; provided, however, that in order to qualify as
Bank Product Reserves, such reserves must be established at or about the time
that the Bank Product Provider first provides the applicable Bank Product.



          “Bankruptcy Code” means title 11 of the United States Code, as in effect
from time to time.



          “Base LIBOR Rate” means the rate per annum, determined by Agent in
accordance with its customary procedures, and utilizing such electronic or
other quotation sources as it considers appropriate (rounded upwards, if
necessary, to the next 1/100%), to be the rate at which Dollar deposits (for
delivery on the first day of the requested Interest Period) are offered to
major banks in the London interbank market 2 Business Days prior to the
commencement of the requested Interest Period, for a term and in an amount
comparable to the Interest Period and the amount of the LIBOR Rate Loan
requested (whether as an initial LIBOR Rate Loan or as a continuation of an
extant LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate
Loan) by Borrower in accordance with this Agreement, which determination shall
be conclusive in the absence of manifest error.



          “Base Rate” means, the greater of (a) the per annum rate of interest
announced, from time to time, within Wells Fargo at its principal office in San
Francisco as its “prime rate”, with the understanding that the “prime rate” is
one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and
serves as the basis upon which effective rates of interest are calculated for
those loans making reference thereto and is evidenced by the recording thereof
after its announcement in such internal publications as Wells Fargo may
designate, and (b) 4.25% per annum.

-5-






 





          “Base Rate Loan” means the portion of the Advances or the Term Loan that
bears interest at a rate determined by reference to the Base Rate.



          “Base Rate Margin” means 2 percentage points.



          “Base Rate Term Loan Margin” means 4 percentage points.



          “Beneficial Owner” has the meaning assigned to such term in Rule 13d(3)
and Rule 13d(5) under the Exchange Act, except that in calculating the
beneficial ownership of any particular “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have
beneficial ownership of all securities that such “person” has the right to
acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. The terms “Beneficially Own” and “Beneficially Owned”
have a corresponding meaning.



          “Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35)
of ERISA) which is subject to ERISA and for which Parent or any Domestic
Subsidiary or ERISA Affiliate of Parent has been an “employer” (as defined in
Section 3(5) of ERISA) within the past six years.



          “Books” means Borrower’s and its Subsidiaries’ now owned or hereafter
acquired books and records (including all of their Records indicating,
summarizing, or evidencing their assets (including the Collateral) or
liabilities, all of Borrower’s or its Subsidiaries’ Records relating to their
business operations or financial condition, and all of their goods or General
Intangibles related to such information).



          “Borrower” has the meaning set forth in the preamble to this Agreement.



          “Borrower Collateral” means all of Borrower’s now owned or hereafter
acquired right, title, and interest in and to each of the following:




		
	 	     (a) all of its Accounts,
	 
	 	     (b) all of its Books,
	 
	 	     (c) all of its commercial tort claims,
	 
	 	     (d) all of its Deposit Accounts,
	 
	 	     (e) all of its Equipment,
	 
	 	     (f) all of its General Intangibles,
	 
	 	     (g) all of its Inventory,
	 
	 	     (h) all of its Investment Property (including all of its securities and Securities Accounts),



-6-






 






               (i) all of its Negotiable Collateral,



               (j) money or other assets of Borrower that now or hereafter come into the
possession, custody, or control of any member of the Lender Group, and



               (k) the proceeds and products, whether tangible or intangible, of any of
the foregoing, including proceeds of insurance covering any or all of the
foregoing, and any and all Accounts, Books, Deposit Accounts, Equipment,
General Intangibles, Inventory, Investment Property, Negotiable Collateral,
Real Property, money, or other tangible or intangible property resulting from
the sale, exchange, collection, or other disposition of any of the foregoing,
or any portion thereof or interest therein, and the proceeds thereof.



          Anything contained in this Agreement to the contrary notwithstanding, the
term “Borrower Collateral” shall not include any Investment Property of
Borrower constituting Capital Stock of Borrower’s directly Subsidiaries that
are CFCs, solely to the extent that such Investment Property is in excess of
66% of the Voting Stock of such CFC entitled to vote.



          “Borrower Stock Pledge Agreement” means a stock pledge agreement, in form
and substance satisfactory to Agent, executed and delivered by Borrower to
Agent with respect to the pledge of the Capital Stock owned by Borrower.



          “Borrowing” means a borrowing hereunder consisting of Advances (or term
loans, in the case of the Term Loan) made on the same day by the Lenders (or
Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by
Agent in the case of an Agent Advance.



          “Borrowing Base” means, as of any date of determination, the result of:




		
	 	     (a)     (i) from the Closing Date through May 14, 2003, an amount
equal to 90% of Borrower’s Consolidated EDI Services Revenue for
the immediately preceding two consecutive completed fiscal quarters
as to which Borrower has delivered financial statements to Agent
pursuant hereto, and (ii) thereafter, an amount equal to 90% of
Borrower’s Consolidated EDI Services Revenue for the immediately
preceding six consecutive completed months as to which Borrower has
delivered the detailed calculation of the Borrowing Base described
in Section 6.2(a) and the financial statements then due to Agent
pursuant hereto (if any), minus





		
	 	     (b)     the sum of (i) the Bank Product Reserve, and (ii) the
aggregate amount of reserves, if any, established by Agent under
Section 2.1(b).




          “Business Day” means any day that is not a Saturday, Sunday, or other day
on which banks are authorized or required to close in the state of New York,
except that, if a determination of a Business Day shall relate to a LIBOR Rate
Loan, the term “Business Day”

-7-






 




also shall exclude any day on which banks are closed for dealings in
Dollar deposits in the London interbank market.



          “Capital Expenditures” means, with respect to any Person for any period,
the aggregate of all expenditures by such Person and its Subsidiaries during
such period that in accordance with GAAP are or should be included in
“property, plant and equipment” or in a similar fixed asset account on its
balance sheet, whether such expenditures are paid in cash or financed and
including all Capitalized Lease Obligations incurred during such period.



          “Capitalized 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:



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



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



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



               (d)     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:



               (a)     Dollars;



               (b)     securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality of the United States
government having maturities of not more than one year from the date of
acquisition;



               (c)     certificates of deposit 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 domestic commercial bank having capital and surplus in excess of
$500,000,000 and a Thomson Bank Watch Rating of “B” or better;



               (d)     repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (b) or (c) above
entered into with any financial institution meeting the qualifications
specified in clause (c) above;



-8-






 





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



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



          “Cash Management Account” has the meaning set forth in Section 2.7(a).



          “Cash Management Agreements” means those certain cash management
agreements, in form and substance reasonably satisfactory to Agent, each of
which is among Borrower or one of its Subsidiaries, Agent, and one of the Cash
Management Banks.



          “Cash Management Bank” has the meaning set forth in Section 2.7(a).



          “CFC” means a controlled foreign corporation (as that term is defined in
the IRC).



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



               (a)     (i) any “person” (as such term is used in Section 13(d)(3) of the
Exchange Act), other than one or more Permitted Holders, becomes the Beneficial
Owner, directly or indirectly, of more than 45% of the total voting power of
the Voting Stock of Parent, whether as a result of the issuance of securities
of Parent, any merger, consolidation, liquidation or dissolution of Parent, any
direct or indirect transfer of securities by any Permitted Holder or otherwise,
and (ii) the Permitted Holders Beneficially Own, directly or indirectly, in the
aggregate a lesser percentage of the total voting power of the Voting Stock of
Parent than such other person and do not have the right or ability by voting
power, contract or otherwise, to elect or designate for election a majority of
the board of directors of Parent;



               (b)     Francisco Partners and its Affiliates, are not the Beneficial Owner,
directly or indirectly, of at least 51% of the total voting power of the Voting
Stock of Parent, whether as a result of the issuance of securities of Parent,
any merger, consolidation, liquidation or dissolution of Parent, any direct or
indirect transfer of securities by any Permitted Holder or otherwise;



               (c)     Parent is not the Beneficial Owner, directly or indirectly, of 100% of
the total voting power of the Voting Stock of Borrower and each of the other
Guarantors in existence as of the Closing Date (other than TPN Register,
L.L.C.), whether as a result of the issuance of securities, any merger,
consolidation, liquidation or dissolution, any direct or indirect transfer of
securities or otherwise;



               (d)     during any period of two consecutive years, individuals who at the
beginning of such period constituted the board of directors of Parent (together
with any

-9-






 


new directors whose election by such board of directors or whose
nomination for election by the shareholders of Parent was approved by a vote of
a majority of the directors of Parent then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved), cease for any reason to constitute a
majority of the board of directors of Parent then in office;



               (e)     the adoption of a plan relating to the liquidation or dissolution of
Parent or Borrower; or



               (f)     the merger or consolidation of Parent, Borrower or Global with or into
another Person or the merger of another Person with or into Parent, Borrower or
Global, or the sale of all or substantially all the assets of Parent, Borrower
or Global to another Person (other than a Person that is controlled by the
Permitted Holders in a manner that at least satisfies clauses (a) and (b)
above), and, in the case of any such merger or consolidation, the securities of
Parent, Borrower or Global that are outstanding immediately prior to such
transaction and which represent 100% of the aggregate voting power of the
Voting Stock of Parent, Borrower or Global are changed into or exchanged for
cash, securities or property, unless pursuant to such transaction such
securities are changed into or exchanged for, in addition to any other
consideration, securities of the surviving Person or transferee or a Person
controlling such surviving Person or transferee that represent immediately
after such transaction, at least a majority of the aggregate voting power of
the Voting Stock of the surviving Person or transferee or a Person controlling
such surviving Person or transferee.



          “Closing Date” means the date of the making of the initial Advance (or
other extension of credit) hereunder.



          “Closing Date Business Plan” means the set of Projections of Borrower for
the fiscal year ending December 31, 2003 (on a quarter by quarter basis), in
form and substance (including as to scope and underlying assumptions)
satisfactory to Agent.



          “Code” means the New York Uniform Commercial Code, as in effect from time
to time.



          “Collateral” means all assets and interests in assets and proceeds thereof
now owned or hereafter acquired by Parent or its Subsidiaries in or upon which
a Lien is granted under any of the Loan Documents.



          “Collateral Access Agreement” means a landlord waiver, bailee letter, or
acknowledgement agreement of any lessor, warehouseman, processor, consignee, or
other Person in possession of, having a Lien upon, or having rights or
interests in Borrower’s or its Subsidiaries’ Equipment, Books, or Inventory, in
each case, in form and substance reasonably satisfactory to Agent.

-10-






 



          “Collections” means all cash, checks, notes, instruments, and other items
of payment (including insurance proceeds, proceeds of cash sales, rental
proceeds, and tax refunds).



          “Commercial Tort Claim Assignments” has the meaning set forth in Section
4.4(b).



          “Commitment” means, with respect to each Lender, its Revolver Commitment,
its Term Loan Commitment, or its Total Commitment, as the context requires,
and, with respect to all Lenders, their Revolver Commitments, their Term Loan
Commitments, or their Total Commitments, as the context requires, in each case
as such Dollar amounts are set forth beside such Lender’s name under the
applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant
to which such Lender became a Lender hereunder in accordance with the
provisions of Section 14.1.



          “Compliance Certificate” means a certificate substantially in the form of
Exhibit C-1 delivered by the chief financial officer of Borrower to Agent.



          “Consolidated Interest Expense” means, for any period, the total interest
expense of Borrower and the Consolidated Restricted Subsidiaries, plus, to the
extent incurred by Parent or its Consolidated Restricted Subsidiaries in such
period but not included in such interest expense, without duplication:



               (a)     interest expense attributable to Capital Lease Obligations and the
imputed interest with respect to Attributable Debt;



               (b)     amortization of debt discount;



               (c)     amortization of debt issuance costs (other than any such costs
associated with the Indenture, this Agreement, the Senior Subordinated Notes or
the Senior Subordinated Exchange Notes);



               (d)     capitalized interest;



               (e)     noncash interest expense;



               (f)     commissions, discounts and other fees and charges attributable to
letters of credit and bankers’ acceptance financing;



               (g)     interest or dividends accruing on any Indebtedness of any other Person
to the extent such Indebtedness is Guaranteed by Borrower or any Consolidated
Restricted Subsidiary;



               (h)     net costs associated with Hedging Obligations (including amortization
of fees);

-11-






 




               (i)     dividends in respect of all Disqualified Stock of Borrower and all
Preferred Stock of any of the Consolidated Restricted Subsidiaries, to the
extent held by Persons other than Borrower or another Consolidated Restricted
Subsidiary;



               (j)     interest incurred in connection with investments in discontinued
operations; and



               (k)     the cash contributions to any employee stock ownership plan or similar
trust to the extent such contributions are used by such plan or trust to pay
interest or fees to any Person (other than Borrower) in connection with
Indebtedness incurred by such plan or trust.



          “Consolidated Net Income” means, for any period, the net income of
Borrower and the Consolidated Restricted Subsidiaries for such period
determined in accordance with GAAP; provided, however, that:



               (a)     any net income of any Person (other than Borrower) which is not a
Consolidated Restricted Subsidiary, will be excluded from such Consolidated Net
Income, except that:



                    (i)     subject to the limitations contained in clause (d) below, Borrower’s
equity in the net income of any such Person for such period will be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to Borrower or a Consolidated
Restricted Subsidiary as a dividend or other distribution (subject, in the case
of a dividend or other distribution made to a Consolidated Restricted
Subsidiary, to the limitations contained in clause (c) below) and



                    (ii)     Borrower’s equity in a net loss of any such Person for such period
will be included in determining such Consolidated Net Income;



               (b)     any net income (or loss) of any Consolidated Restricted Subsidiary, to
the extent that the declaration or payment of dividends or similar
distributions by such Consolidated Restricted Subsidiary of that income is not
at the date of determination permitted without any prior governmental approval
(that has not been obtained) or is, directly or indirectly, restricted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Consolidated Restricted Subsidiary or its stockholders or other holders of its
equity, will be excluded from such Consolidated Net Income except that:



                    (i)     subject to the limitations contained in clause (d) below, Borrower’s
equity in the net income of any such Consolidated Restricted Subsidiary for
such period will be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Consolidated Restricted
Subsidiary during such period to Borrower or another Consolidated Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution made to another Consolidated Restricted
Subsidiary, to the limitation contained in this clause) and

-12-






 



                    (ii)     Borrower’s equity in a net loss of any such Consolidated Restricted
Subsidiary for such period will be included in determining such Consolidated
Net Income;



               (c)     any gain (or loss) realized upon the sale or other disposition of any
asset of Borrower or the Consolidated Restricted Subsidiaries (including
pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise
disposed of in the ordinary course of business and any gain (or loss) realized
upon the sale or other disposition of any Capital Stock of any Person will be
excluded from such Consolidated Net Income (without regard to abandonments or
reserves relating thereto);



               (d)     any extraordinary gain will be excluded from such Consolidated Net
Income;



               (e)     the cumulative effect of a change in accounting principles will be
excluded from such Consolidated Net Income;



               (f)     fees and expenses, in an amount not to exceed an aggregate of
$56,000,000, paid (i) pursuant to the Recapitalization Documents and (ii) in
connection with this Agreement and the Indenture, to the extent deducted in
computing Consolidated Net Income, will be added back;



               (g)     gains or losses due solely to fluctuations in currency values and the
related tax effects according to GAAP will be excluded from such Consolidated
Net Income;



               (h)     any non-cash deferred tax expense will be excluded from such
Consolidated Net Income; and



               (i)     any expense or loss arising from any obligation of General Electric
Company to assume, indemnify or reimburse Borrower in connection with certain
litigation proceedings and other matters under the Recapitalization Agreement
will be excluded from such Consolidated Net Income to the extent that any
payments required in respect thereof were made by General Electric Company or
its Affiliates (other than Borrower and its Subsidiaries) or, if initially made
by Borrower or its Subsidiaries, to the extent reimbursed by General Electric
Company or its Affiliates (other than Borrower and its Subsidiaries) to
Borrower or its Subsidiaries.



          “Consolidation” means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of Parent in accordance with GAAP
consistently applied; provided, however, that “Consolidation” will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of Parent or any Restricted Subsidiary in an Unrestricted Subsidiary will be
accounted for as an Investment. The term “Consolidated” has a correlative
meaning.



-13-






 





          “Control Agreement” means a control agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by Borrower or one of
its Subsidiaries, Agent, and the applicable securities intermediary (with
respect to a Securities Account) or bank (with respect to a Deposit Account).



          “Copyright Security Agreements” means the copyright security agreements
executed and delivered to Agent by Borrower and by each of the Guarantors, the
form and substance of which is reasonably satisfactory to Agent.



          “CSFB” means Credit Suisse First Boston, Cayman Islands Branch, a Cayman
Islands corporation.



          “Daily Balance” means, as of any date of determination, the amount of the
relevant Obligation owed at the end of such day.



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



          “Defaulting Lender” means any Lender that fails to make any Advance (or
other extension of credit) that it is required to make hereunder on the date
that it is required to do so hereunder.



          “Defaulting Lender Rate” means (a) for the first 3 days from and after the
date the relevant payment is due, the Base Rate, and (b) thereafter, the
interest rate then applicable to Advances that are Base Rate Loans (inclusive
of the Base Rate Margin applicable thereto).



          “Deposit Account” means any deposit account (as that term is defined in
the Code).



          “Designated Account” means the Deposit Account of Borrower identified on
Schedule D-1.



          “Designated Account Bank” has the meaning ascribed thereto on Schedule
D-1.



          “Disbursement Agreement” means an instructional letter executed and
delivered by Borrower to Agent regarding the extensions of credit to be made on
the Closing Date, the form and substance of which is satisfactory to Agent.



          “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 90 days after the date on which the Senior Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely



-14-






 





because the holders of the Capital Stock have the right to require Parent
or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence
of a Change of Control or an Asset Sale will not constitute Disqualified Stock
if the terms of such Capital Stock provide that Parent or such Subsidiary may
not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 7.10 of this
Agreement.



          “Dollars” or “$” means United States dollars.



          “Domestic Subsidiary” means any Restricted Subsidiary of Parent that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of Borrower.



          “Dutch Share Pledge” means the right of pledge on the shares in the share
capital of Global eXchange Services B.V., whose corporate seat is at Amsterdam,
the Netherlands.



          “EBITDA” for any period means Consolidated Net Income for such period,
plus, without duplication, the following to the extent deducted in calculating
such Consolidated Net Income:



               (a)     provision for taxes based on income or profits of Borrower and its
Consolidated Restricted Subsidiaries;



               (b)     Consolidated Interest Expense;



               (c)     depreciation expense of Borrower and its Consolidated Restricted
Subsidiaries;



               (d)     amortization expense (including amortization of goodwill and other
intangibles) of Borrower and the Consolidated Restricted Subsidiaries
(excluding amortization expense attributable to a prepaid cash item that was
paid in a prior period);



               (e)     all other non-cash expenses or non-cash losses of Borrower and the
Consolidated Restricted Subsidiaries for such period (including such expenses
or losses in connection with minority interests in joint ventures and in
connection with restructuring activities, whether incurred before or after the
Closing Date), determined on a Consolidated basis in accordance with GAAP
(excluding any such charge that constitutes an accrual of or a reserve for cash
charges for any future period);



               (f)     any non-recurring fees, expenses or charges realized by Borrower and
the Consolidated Restricted Subsidiaries during 2002 and during the first
quarter of 2003 related to (i) operating lease expense for equipment and
facilities leases not being retained by Borrower and the Consolidated
Restricted Subsidiaries following the recapitalization; (ii) adjustments for
the portion of managed network fee related to excess

-15-






 




capacity not being retained by Borrower and the Consolidated Restricted
Subsidiaries following the recapitalization; (iii) elimination of General
Electric corporate charges in excess of estimated costs of related services on
a stand-alone basis; and (iv) restructuring and related charges; provided that
the fees, expenses and charges referred to in this clause (f) will not exceed
(v) $9,300,000 in the first quarter of 2002; (w) $9,200,000 in the second
quarter of 2002; (x) $24,100,000 in the third quarter of 2002; (y) $6,600,000
in the fourth quarter of 2002; and (z) $9,400,000 in the first quarter of 2003,
as well as other expenses incurred after April 1, 2003 which are reimbursed by
General Electric Company.


               (g)     all non-cash fees described in clause (7) of Section 7.13;



and minus all non-cash items increasing Consolidated Net Income of such Person
for such period (excluding any items which represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges in any prior period).



          Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization and non-cash charges of, a
Consolidated Restricted Subsidiary will be added to Consolidated Net Income to
compute EBITDA only to the extent (and in the same proportion) that the net
income of such Consolidated Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted
at the date of determination to be dividended or similarly distributed to
Borrower by such Consolidated Restricted Subsidiary without prior governmental
approval (that has not been obtained) or is not, directly or indirectly,
restricted by operation of the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to such Consolidated Restricted Subsidiary or its
stockholders or other holders of its equity.



          “EDI Services” means the electronic data interchange services provided by
Parent, Borrower or any of the other Restricted Subsidiaries.



          “EDI Services Revenue” means, with respect to any period, all revenue
generated during such period from the provision of EDI Services, calculated on
a basis consistent with the financial statements delivered to Agent prior to
the Closing Date.



          “Eligible Transferee” means (a) a commercial bank organized under the laws
of the United States, or any state thereof, and having total assets in excess
of $250,000,000, (b) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development or a political subdivision of any such country and which has total
assets in excess of $250,000,000, provided that such bank is acting through a
branch or agency located in the United States, (c) a finance company, insurance
company, or other financial institution or fund that is engaged in making,
purchasing, or otherwise investing in commercial loans in the ordinary course
of its business and having (together with its Affiliates) total assets in
excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender
that was party hereto as of the Closing Date, a fund, money market account,
investment account, or other account managed by such Lender or an Affiliate of
such Lender or its investment manager (a “Related Fund”), (e) so

-16-






 


long as no Event of Default has occurred and is continuing, any other
Person approved by Agent and Borrower (which approval of Borrower shall not be
unreasonably withheld, delayed, or conditioned), and (f) during the
continuation of an Event of Default, any other Person approved by Agent.



          “Employee Lease Agreement” means the Employee Lease Agreement, dated
September 27, 2002, among General Electric Company, GE Investments, Inc., GE
International, Inc., Global Acquisition Corporation, and Borrower, as in effect
on the date of this Agreement.



          “Employee Transition Services Agreement” means the Transitional Employee
Services Agreement, dated September 27, 2002, among General Electric, GE
Investments, Inc., GE International, Inc., Global Acquisition Corporation and
Borrower, as in effect on the date of this Agreement.



          “Environmental Actions” means any complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative
proceeding, judgment, letter, or other communication from any Governmental
Authority, or any third party involving violations of Environmental Laws or
releases of Hazardous Materials from (a) any assets, properties, or businesses
of Borrower, its Subsidiaries, or any of their predecessors in interest, (b)
from adjoining properties or businesses, or (c) from or onto any facilities
which received Hazardous Materials generated by Borrower, its Subsidiaries, or
any of their predecessors in interest.



          “Environmental Law” means any applicable federal, state, provincial,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy, or rule of
common law now or hereafter in effect and in each case as amended, or any
judicial or legally enforceable administrative interpretation thereof,
including any judicial or legally enforceable administrative order, consent
decree or judgment, to the extent binding on Borrower or its Subsidiaries,
relating to the protection or cleanup of the environment, employee health and
safety, or Hazardous Materials, including CERCLA; RCRA; the Federal Water
Pollution Control Act, 33 USC § 1251 et seq; the Toxic Substances Control Act,
15 USC § 2601 et seq; the Clean Air Act, 42 USC § 7401 et seq.; the Safe
Drinking Water Act, 42 USC § 3803 et seq.; the Oil Pollution Act of 1990, 33
USC § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act
of 1986, 42 USC § 11001 et seq.; the Hazardous Material Transportation Act, 49
USC § 1801 et seq.; and the Occupational Safety and Health Act, 29 USC §651 et
seq. (to the extent it regulates occupational exposure to Hazardous Materials);
any state and local or foreign counterparts or equivalents, in each case as
amended from time to time.



          “Environmental Liabilities and Costs” means all liabilities, monetary
obligations, Remedial Actions, losses, damages, punitive damages, consequential
damages, treble damages, costs and expenses (including all reasonable fees,
disbursements and expenses of counsel, experts, or consultants, and costs of
investigation and feasibility studies), fines, penalties, sanctions, and
interest incurred as a result of any claim or demand

-17-






 



by any Governmental Authority or any third party, and which relate to any
Environmental Action.



          “Environmental Lien” means any Lien in favor of any Governmental Authority
for Environmental Liabilities and Costs.



          “Equipment” means equipment (as that term is defined in the Code) and
includes machinery, machine tools, motors, furniture, furnishings, fixtures,
vehicles (including motor vehicles), computer hardware, tools, parts, and goods
(other than consumer goods, farm products, or Inventory), wherever located,
including all attachments, accessories, accessions, replacements,
substitutions, additions, and improvements to any of the foregoing.



          “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).



          “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto.



          “ERISA Affiliate” means (a) any Person subject to ERISA whose employees
are treated as employed by the same employer as the employees of Borrower or
its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to
ERISA whose employees are treated as employed by the same employer as the
employees of Borrower or its Subsidiaries under IRC Section 414(c), (c) solely
for purposes of Section 302 of ERISA and Section 412 of the IRC, any
organization subject to ERISA that is a member of an affiliated service group
of which Borrower or any of its Subsidiaries is a member under IRC Section
414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of
the IRC, any Person subject to ERISA that is a party to an arrangement with
Borrower or any of its Subsidiaries and whose employees are aggregated with the
employees of Borrower or its Subsidiaries under IRC Section 414(o).



          “Event of Default” has the meaning set forth in Section 8.



          “Excess Availability” means, as of any date of determination, the amount
equal to Availability minus the aggregate amount, if any, of all trade payables
of Parent and its Subsidiaries aged in excess of 60 days from their due date
and all book overdrafts of Borrower and its Subsidiaries in excess of 60 days
from their due date, except to the extent that such trade payables or book
overdrafts are then a subject of a bona fide dispute by Parent or such
Subsidiary which is instituted promptly and prosecuted diligently by Parent or
such Subsidiary, in each case as determined by Agent in its Permitted
Discretion.



          “Excess Cash Flow” means, for any fiscal year, EBITDA for such year,
adjusted as follows: (i) minus the cash portion of Consolidated Interest
Expense for such year, (ii) minus all federal, state and foreign income taxes
accrued or paid (without duplication) by Parent and each Consolidated
Restricted Subsidiary during such year, (iii) minus up to an aggregate amount
of $45,000,000 of capital expenditures made during such

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year by Parent and each Consolidated Restricted Subsidiary, and (iv) minus
the amount by which the net difference between (x) current assets, other than
cash and Cash Equivalents, and (y) current liabilities (excluding the principal
amount of the Obligations) of Parent and each Consolidated Restricted
Subsidiary for such year differs from the comparable amount calculated with
respect to the prior fiscal year; provided, however, that for purposes of this
definition, the fiscal year ending December 31, 2003 will be deemed to have
begun on April 1, 2003.



          “Exchange Act” means the Securities Exchange Act of 1934, as in effect
from time to time.



          “Existing Indebtedness” means Indebtedness of Parent and its Restricted
Subsidiaries (other than Indebtedness hereunder) in existence on the Closing
Date.



          “Existing Lender” means CSFB, as administrative agent and as a lender,
under the Amended and Restated Credit Agreement dated as of October 11, 2002.



          “Extraordinary Receipts” means any Cash Equivalents received by Parent or
any of its Restricted Subsidiaries not in the ordinary course of business on
account of (a) proceeds of insurance (other than from liability, workers’
compensation, business interruption, larceny, embezzlement, or criminal
misappropriation insurance policies) and (b) proceeds of condemnation awards.



          “Fee Letter” means that certain fee letter, dated as of even date
herewith, between Borrower and Agent, in form and substance satisfactory to
Agent.



          “FEIN” means Federal Employer Identification Number.



          “Foothill” means Foothill Capital Corporation, a California corporation.



          “Foreign Pledge Agreements” means the Dutch Share Pledge and those certain
pledge agreements or similar agreements which are governed by German, French,
Belgian, English or Italian law, executed and delivered by Borrower or any
Guarantor, on the one hand, and Agent, on the other hand, and which are in form
and substance satisfactory to Agent.



          “Foreign Subsidiary” means any Restricted Subsidiary of Parent that is a
CFC.



          “Funding Date” means the date on which a Borrowing occurs.



          “Funding Losses” has the meaning set forth in Section 2.13(b)(ii).



          “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

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approved by a significant segment of the accounting profession, as in
effect from time to time.


          “General Intangibles” means general intangibles (as that term is defined
in the Code), including payment intangibles, contract rights, rights to
payment, rights arising under common law, statutes, or regulations, choses or
things in action, goodwill, patents, trade names, trade secrets, trademarks,
servicemarks, copyrights, blueprints, drawings, purchase orders, customer
lists, monies due or recoverable from pension funds, route lists, rights to
payment and other rights under any royalty or licensing agreements,
infringement claims, computer programs, information contained on computer disks
or tapes, software, literature, reports, catalogs, insurance premium rebates,
tax refunds, and tax refund claims, and any and all supporting obligations in
respect thereof, and any other personal property other than Accounts, Deposit
Accounts, goods, Investment Property, and Negotiable Collateral.



          “Global” means Global eXchange Services, Inc., a Delaware corporation.



          “Governing Documents” means, with respect to any Person, the certificate
or articles of incorporation, by-laws, or other organizational documents of
such Person.



          “Governmental Authority” means any federal, state, local, or other
governmental or administrative body, instrumentality, department, or agency or
any court, tribunal, administrative hearing body, arbitration panel,
commission, or other similar dispute-resolving panel or body.



          “Guarantee” means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:



               (a)     to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise); or



               (b)     entered into for the purpose of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);



provided, however, that the term “Guarantee” will not include endorsements of
negotiable instruments for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.


          “Guarantors” means each of:



               (a)     Parent and each of Parent’s Domestic Subsidiaries (other than
Borrower) on the date hereof; and



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               (b)     any other Subsidiary of Parent that is required to become a party to
the Guaranty pursuant to the provisions of this Agreement;



and their respective successors and assigns.


          “Guarantor Security Agreement” means one or more security agreements
executed and delivered by each Guarantor in favor of Agent, in each case, in
form and substance satisfactory to Agent.



          “Guarantor Stock Pledge Agreement” means a stock pledge agreement, in form
and substance satisfactory to Agent, executed and delivered by the Guarantors
to Agent with respect to the pledge of the Capital Stock owned by such
Guarantors.



          “Guaranty” means that certain general continuing guaranty executed and
delivered by each Guarantor in favor of Agent, for the benefit of the Lender
Group and the Bank Product Providers, in form and substance satisfactory to
Agent.



          “Hazardous Materials” means (a) substances that are defined or listed in,
or otherwise classified pursuant to, any applicable laws or regulations as
“hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic
substances,” or any other formulation intended to define, list, or classify
substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, or toxicity, (b) oil, petroleum, or
petroleum derived substances, natural gas, natural gas liquids, synthetic gas,
drilling fluids, produced waters, and other wastes associated with the
exploration, development, or production of crude oil, natural gas, or
geothermal resources, (c) any flammable substances or explosives or any
radioactive materials, and (d) asbestos in any form or electrical equipment
that contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of 50 parts per million.



          “Hedge Agreement” means any and all agreements or documents now existing
or hereafter entered into between Parent or its Subsidiaries that provide for
an interest rate, credit, commodity or equity swap, cap, floor, collar, forward
foreign exchange transaction, currency swap, cross currency rate swap, currency
option, or any combination of, or option with respect to, these or similar
transactions, for the purpose of hedging Parent’s or its Subsidiaries’ exposure
to fluctuations in interest or exchange rates, loan, credit exchange, security,
or currency valuations or commodity prices.



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



               (a)     interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and



               (b)     other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates or interest rates.

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          “Holdout Lender” has the meaning set forth in Section 15.2(a).



          “Indebtedness” means, with respect to any Person on any date of
determination (without duplication) the following items if and to the extent
that any of them (other than items specified under clauses (c), (g) and (h)
below) would appear as a liability on the balance sheet of such Person,
prepared in accordance with GAAP:



               (a)     the principal amount of and premium (if any) in respect of
indebtedness of such Person for borrowed money;



               (b)     the principal amount of and premium (if any) in respect of obligations
of such Person evidenced by bonds, debentures, notes or other similar
instruments;



               (c)     all obligations of such Person in respect of letters of credit,
bankers’ acceptances, or other similar instruments (including reimbursement
obligations with respect thereto, but excluding obligations in respect of
letters of credit issued in respect of obligations of such Person to pay the
deferred and unpaid purchase price of property or services that do not
constitute Indebtedness under clause (d) below);



               (d)     all obligations for the deferred purchase price of assets (other than
trade debt incurred in the ordinary course of business and repayable in
accordance with Parent’s and its Subsidiaries’ customary trade practices);



               (e)     all Capital Lease Obligations and all Attributable Debt of such
Person;



               (f)     all Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person;



               (g)     Hedging Obligations of such Person; and



               (h)     all obligations of the type referred to in clauses (a) through (g) of
other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any Guarantee.



The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations described above, at such date.


          “Indemnified Liabilities” has the meaning set forth in Section 11.3.



          “Indemnified Person” has the meaning set forth in Section 11.3.

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          “Indenture” means that certain Indenture dated contemporaneously herewith,
by and among Trustee, Borrower, and certain of Borrower’s Subsidiaries, as
amended, restated, supplemented or otherwise modified from time to time.



          “Indenture Indebtedness” means any and all amounts payable under or in
respect of the Senior Notes and any Permitted Refinancing Indebtedness with
respect thereto, as amended from time to time, including principal, premium (if
any), interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to Borrower or any
Guarantor whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees
and all other amounts payable thereunder or in respect thereof.



          “Inducement Agreement” means that certain Inducement Agreement dated as of
September 27, 2002 among the Company, the guarantors listed on the signature
pages thereto and General Electric Capital Corporation.



          “Insolvency Proceeding” means any proceeding commenced by or against any
Person under any provision of the Bankruptcy Code or under any other state or
federal bankruptcy or insolvency law, assignments for the benefit of creditors,
formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar
relief.



          “Intangible Assets” means, with respect to any Person, that portion of the
book value of all of such Person’s assets that would be treated as intangibles
under GAAP.



          “Intercompany Advances” means loans or advances of cash or Cash
Equivalents or the repayment of loans or advances of cash or Cash Equivalents
by Parent, Borrower or one of its Subsidiaries to Parent or one of its
Subsidiaries.



          “Intercompany Subordination Agreement” means a subordination agreement
executed and delivered by Parent, Borrower and each of the Restricted
Subsidiaries and Agent, the form and substance of which is satisfactory to
Agent.



          “Intercreditor Agreement” means that certain intercreditor agreement,
dated as of the date hereof, by and among Borrower, the Guarantors, Agent, and
the Trustee, as amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time.



          “Interest Period” means, with respect to each LIBOR Rate Loan, a period
commencing on the date of the making of such LIBOR Rate Loan (or the
continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a
LIBOR Rate Loan) and ending 1, 2, 3 or 6 months thereafter; provided, however,
that (a) if any Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended (subject to clauses (c)-(e) below) to
the next succeeding Business Day, (b) interest shall accrue at the applicable
rate based upon the LIBOR Rate from and including the first day of each
Interest Period to, but excluding, the day on which any Interest Period
expires, (c) any Interest Period that

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would end on a day that is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, (d) with respect to an Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period),
the Interest Period shall end on the last Business Day of the calendar month
that is 1, 2, 3 or 6 months after the date on which the Interest Period began,
as applicable, and (e) Borrower may not elect an Interest Period which will end
after the Maturity Date.



          “Inventory” means inventory (as that term is defined in the Code).



          “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 obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions of Indebtedness, Equity Interests or other securities, or all or
substantially all of the assets of such other Person or of any division or
business line of such other Person, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP. If Parent or any Subsidiary of Parent sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of Parent such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of Parent, Parent will be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of Parent’s
Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in Section 7.10. The acquisition by Parent or any
Subsidiary of Parent of a Person that holds an Investment in a third Person
will be deemed to be an Investment by Parent or such Subsidiary in such third
Person in an amount equal to the fair market value of the Investments held by
the acquired Person in such third Person in an amount determined as provided in
Section 7.10.



          “Investment Property” means investment property (as that term is defined
in the Code), and any and all supporting obligations in respect thereof.



          “IRC” means the Internal Revenue Code of 1986, as in effect from time to
time.



          “Issuing Lender” means Foothill or any other Lender that, at the request
of Borrower and with the consent of Agent, agrees, in such Lender’s sole
discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C
Undertakings pursuant to Section 2.12.



          “L/C” has the meaning set forth in Section 2.12(a).



          “L/C Disbursement” means a payment made by the Issuing Lender pursuant to
a Letter of Credit.

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          “L/C Undertaking” has the meaning set forth in Section 2.12(a).



          “Lender” and “Lenders” have the respective meanings set forth in the
preamble to this Agreement, and shall include any other Person made a party to
this Agreement in accordance with the provisions of Section 14.1.



          “Lender Group” means, individually and collectively, each of the Lenders
(including the Issuing Lender) and Agent.



          “Lender Group Expenses” means all (a) costs or expenses (including taxes,
and insurance premiums) required to be paid by Borrower or its Subsidiaries
under any of the Loan Documents that are paid, advanced, or incurred by the
Lender Group, (b) actual out of pocket fees or charges paid or incurred by
Agent in connection with the Lender Group’s transactions with Borrower or its
Subsidiaries, including, customary fees or charges for photocopying,
notarization, couriers and messengers, telecommunication, public record
searches (including tax lien, litigation, and UCC searches and including
searches with the patent and trademark office, the copyright office, or the
department of motor vehicles), filing, recording, publication, appraisal
(including periodic collateral appraisals or business valuations to the extent
of the fees and charges (and up to the amount of any limitation) contained in
this Agreement), real estate surveys, real estate title policies and
endorsements, and environmental audits, (c) actual out of pocket costs and
expenses incurred by Agent in the disbursement of funds to Borrower or other
members of the Lender Group (by wire transfer or otherwise), (d) charges paid
or incurred by Agent resulting from the dishonor of checks, (e) reasonable and
actual out of pocket costs and expenses paid or incurred by the Lender Group to
correct any default or enforce any provision of the Loan Documents, or in
gaining possession of, maintaining, handling, preserving, storing, shipping,
selling, preparing for sale, or advertising to sell the Collateral, or any
portion thereof, irrespective of whether a sale is consummated, (f) audit fees
and expenses of Agent related to audit examinations of the Books to the extent
of the fees and charges (and up to the amount of any limitation) contained in
this Agreement, (g) reasonable and actual out of pocket costs and expenses of
third party claims or any other suit paid or incurred by the Lender Group in
enforcing or defending the Loan Documents or in connection with the
transactions contemplated by the Loan Documents or the Lender Group’s
relationship with Borrower or any its Subsidiaries, (h) Agent’s and each
Lender’s reasonable and actual out of pocket costs and expenses (including
attorneys fees) incurred in advising, structuring, drafting, reviewing,
administering, syndicating, or amending the Loan Documents, and (i) Agent’s and
each Lender’s reasonable and actual out of pocket costs and expenses (including
attorneys, accountants, consultants, and other advisors fees and expenses)
incurred in terminating, enforcing (including attorneys, accountants,
consultants, and other advisors fees and expenses incurred in connection with a
“workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower
or its Subsidiaries or in exercising rights or remedies under the Loan
Documents), or defending the Loan Documents, irrespective of whether suit is
brought, or in taking any Remedial Action concerning the Collateral.

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          “Lender-Related Person” means, with respect to any Lender, such Lender,
together with such Lender’s Affiliates, officers, directors, employees,
attorneys, and agents.



          “Letter of Credit” means an L/C or an L/C Undertaking, as the context
requires.



          “Letter of Credit Usage” means, as of any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit.



          “LIBOR Deadline” has the meaning set forth in Section 2.13(b)(i).



          “LIBOR Notice” means a written notice in the form of Exhibit L-1.



          “LIBOR Option” has the meaning set forth in Section 2.13(a).



          “LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the
greater of (a) the rate per annum determined by Agent (rounded upwards, if
necessary, to the next 1/100%) by dividing (i) the Base LIBOR Rate for such
Interest Period, by (ii) 100% minus the Reserve Percentage, and (b) 2.25% per
annum. The LIBOR Rate shall be adjusted on and as of the effective day of any
change in the Reserve Percentage.



          “LIBOR Rate Loan” means each portion of an Advance or the Term Loan that
bears interest at a rate determined by reference to the LIBOR Rate.



          “LIBOR Rate Margin” means 4.25 percentage points.



          “LIBOR Rate Term Loan Margin” means 6.00 percentage points.



          “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, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.



          “Loan Account” has the meaning set forth in Section 2.10.



          “Loan Documents” means this Agreement, the Bank Product Agreements, the
Borrower Stock Pledge Agreement, the Cash Management Agreements, the Control
Agreements, the Copyright Security Agreements, the Disbursement Agreement, the
Fee Letter, the Guarantor Security Agreement, the Foreign Pledge Agreements,
the Guarantor Stock Pledge Agreement, the Guaranty, the Intercompany
Subordination Agreement, the Intercreditor Agreement, the Letters of Credit,
the Mortgage, the Patent Security Agreements, the Trademark Security
Agreements, any note or notes executed by Borrower in connection with this
Agreement and payable to a member of the Lender Group, and any other agreement
entered into, now or in the future, by Borrower and the Lender Group in
connection with this Agreement.


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          “Material
Adverse Change” means (a) a material adverse change in the
business, prospects, operations, results of operations, assets, liabilities or
condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a
whole, (b) a material impairment of Borrower’s and its Subsidiaries ability to
perform their obligations under the Loan Documents to which they are parties or
of the Lender Group’s ability to enforce the Obligations or realize upon the
Collateral, or (c) a material impairment of the enforceability or priority of
the Agent’s Liens with respect to the Collateral as a result of an action or
failure to act on the part of Borrower or its Subsidiaries.



          “Material Foreign Subsidiary” means the Foreign Subsidiaries identified in
Schedule M-1 and any Foreign Subsidiary (other than Foreign Subsidiary not
wholly-owned, directly or indirectly, by Parent) which (a) owns assets with an
aggregate value of greater than $3,000,000 or (b) generates revenues of greater
than $7,000,000 in any fiscal year; provided that the aggregate assets and the
aggregate annual revenues of all Foreign Subsidiaries of Parent (other than
Foreign Subsidiary not wholly-owned, directly or indirectly, by Parent) which
either are not designated by Parent as a “Material Foreign Subsidiary” or do
not meet the requirements set forth in the preceding clause (a) or (b) do not
exceed $10,000,000 and $12,000,000, respectively.



          “Maturity Date” has the meaning set forth in Section 3.4.



          “Maximum Facility Amount” means $100,000,000.



          “Maximum Revolver Amount” means $30,000,000.



          “Mortgages” means, individually and collectively, one or more mortgages,
deeds of trust, or deeds to secure debt, executed and delivered by Parent or
its Subsidiaries in favor of Agent, in form and substance satisfactory to
Agent, that encumber the Real Property Collateral and the related improvements
thereto.



          “Negotiable Collateral” means letters of credit, letter of credit rights,
instruments, promissory notes, drafts, documents, and chattel paper (including
electronic chattel paper and tangible chattel paper), and any and all
supporting obligations in respect thereof.



          “Net Proceeds” means the aggregate cash proceeds received by Parent or any
of its Restricted Subsidiaries in respect of any Asset Sale (including any cash
received upon the sale, collection, or other disposition of any non cash
consideration received in any Asset Sale), net of (a) the costs directly
related to such Asset Sale, including legal, accounting and investment banking
fees, and sales commissions, (b) taxes paid or estimated to be payable as a
result of the Asset Sale, in each case, after taking into account any available
tax credits or deductions and any tax sharing arrangements, (c) amounts
required to be applied to the repayment of Indebtedness, other than Senior
Debt, secured by a Lien on the asset or assets that were the subject of such
Asset Sale, (d) any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP and (e) any relocation
expenses incurred directly as a result of such Asset Sale.


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          “Net Securities Proceeds” means the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses) from the (a) issuance
of Capital Stock of or incurrence of Indebtedness by Parent, Borrower or any of
their respective Subsidiaries and (b) capital contributions made by a holder of
Capital Stock of Parent or Borrower.



          “Non Recourse Debt” means Indebtedness:



               (a)     as to which neither Borrower, any Guarantor, nor any Restricted
Subsidiary (i) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (ii) is directly
liable, liable as a guarantor, or otherwise liable, or (iii) constitutes the
lender; and



               (b)     no default with respect to which (including any rights that the
holders of the Indebtedness may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness (other than the Obligations or the Indenture
Indebtedness) of Borrower, any Guarantor, or any Restricted Subsidiary to
declare a default on such other Indebtedness or cause the payment of such other
Indebtedness to be accelerated or payable prior to its stated maturity.



          “Obligations” means (a) all loans (including the Term Loan), Advances,
debts, principal, interest (including any interest that, but for the
commencement of an Insolvency Proceeding, would have accrued), contingent
reimbursement obligations with respect to outstanding Letters of Credit,
premiums, liabilities (including all amounts charged to Borrower’s Loan Account
pursuant hereto), obligations (including indemnification obligations), fees
(including the fees provided for in the Fee Letter), charges, costs, Lender
Group Expenses (including any fees or expenses that, but for the commencement
of an Insolvency Proceeding, would have accrued), lease payments, guaranties,
covenants, and duties of any kind and description owing by Borrower to the
Lender Group pursuant to or evidenced by the Loan Documents and irrespective of
whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, and
including all interest not paid when due and all Lender Group Expenses that
Borrower is required to pay or reimburse by the Loan Documents, by law, or
otherwise, and (b) all Bank Product Obligations. Any reference in this
Agreement or in the Loan Documents to the Obligations shall include all
amendments, changes, extensions, modifications, renewals, replacements,
substitutions, and supplements thereto and thereof, as applicable, both prior
and subsequent to any Insolvency Proceeding.



          “Originating Lender” has the meaning set forth in Section 14.1(e).



          “Overadvance” has the meaning set forth in Section 2.5.



          “Participant” has the meaning set forth in Section 14.1(e).



          “Participant Register” has the meaning set forth in Section 14.1(i).


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          “Patent Security Agreements” means the patent security agreements executed
and delivered to Agent by Borrower and by each of the Guarantors, the form and
substance of which is reasonably satisfactory to Agent.



          “Pay-Off Letter” means a letter, in form and substance satisfactory to
Agent, from Existing Lender to Agent respecting the amount necessary to repay
in full all of the obligations of Borrower and its Subsidiaries owing to
Existing Lender and obtain a release of all of the Liens existing in favor of
Existing Lender in and to the assets of Borrower and its Subsidiaries.



          “Permitted Asset Swap” means, with respect to any Person, the
substantially concurrent exchange of assets (other than Accounts or General
Intangibles) of such Person (including Equity Interests of a Restricted
Subsidiary) for assets of another Person, which assets are useful in a
Permitted Business.



          “Permitted Business” means any business of the type engaged in by Parent
or its Restricted Subsidiaries as of the Closing Date or any business
reasonably related, ancillary or complementary thereto.



          “Permitted Discretion” means a determination made in the exercise of
reasonable (from the perspective of a secured asset-based lender) business
judgment.



          “Permitted Excess Cash Flow Payments” means any purchase, redemption or
other prepayment of the Senior Notes which takes place during any fiscal year
of Parent which is less than or equal to 75% of the Excess Cash Flow of
Borrower and its Subsidiaries for the immediately preceding fiscal year of
Parent, provided that Borrower has not less than $20,000,000 of Excess
Availability and Qualified Cash after giving effect to such purchase,
redemption or other prepayment.



          “Permitted Holders” means Francisco Partners, L.P., General Electric
Company, and their Affiliates.



          “Permitted Investment” means an Investment by Parent or any Restricted
Subsidiary:



               (a)     (i) with respect to Borrower or any Guarantor, in equity Investments
and additional equity Investments in Borrower or any Guarantor and (ii) with
respect to Borrower and any Guarantor, in (A) equity Investments in Foreign
Subsidiaries and (B) additional equity Investments in Foreign Subsidiaries in
an aggregate amount that, when combined with the outstanding principal balance
of all Intercompany Advances permitted under Section 7.1(e)(iv), does not at
any time exceed $5,000,000;



               (b)     in another Person if as a result of such Investment such other Person
is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, Parent or a Restricted Subsidiary; provided,
that (i) such Person’s primary business is a Permitted Business, (ii) after
giving effect to such Investment, Borrower and the Guarantors



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have not less than $20,000,000 of Excess Availability and Qualified Cash;
(iii) no Event of Default has occurred and is continuing or would result
therefrom; (iv) the fair market value of the consideration paid in connection
with such Investment (including the amount of Indebtedness or other obligations
or liabilities assumed or acquired in connection therewith) is less than
$20,000,000 in any one fiscal year and $50,000,000 in the aggregate, (v) after
giving effect to such acquisition or Investment, Parent and its Subsidiaries,
on a forecasted basis, would be in compliance with each the financial covenants
set forth in Section 7.22 for the four consecutive fiscal quarters following
the consummation of the proposed transaction, based on forecasts delivered by
Borrower to Agent which are in form and substance satisfactory to Agent,


               (c)     in Cash Equivalents;



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



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



               (f)     in loans or advances to employees made in the ordinary course of
business consistent with industry practice and not exceeding $5,000,000 in the
aggregate outstanding at any one time, of which amount not more than $3,000,000
may consist of loans or advances made in cash or Cash Equivalents;



               (g)     in stock, obligations or securities received in settlement of debts
created in the ordinary course of business and owing to Parent or any
Restricted Subsidiary or in satisfaction of judgments;



               (h)     in any Person to the extent such Investment represents the noncash
portion of the consideration received for an Asset Sale that was made pursuant
to and in compliance with Section 7.4 or a transaction not constituting an
Asset Sale by reason of the thresholds contained in clause (1) of the
definition thereof;



               (i)     that constitutes a Hedging Obligation or commodity hedging arrangement
entered into for bona fide hedging purposes of Parent or any of its
Subsidiaries in the ordinary course of business and otherwise in accordance
with this Agreement;



               (j)     in assets in connection with the satisfaction or enforcement of
Indebtedness or claims due or owing to Borrower or any of its Subsidiaries or
as security for any such Indebtedness or claim;


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               (k)     consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or licenses or leases of intellectual property, in each
case, in the ordinary course of business and otherwise in accordance with this
Agreement;



               (l)     Investments resulting from the making of Intercompany Advances
permitted under Section 7.1(e)(iv);



               (m)     the consideration for which consists solely of shares of common stock
of Parent or Borrower;



               (n)     Parent and its Subsidiaries may make Capital Expenditures permitted by
this Agreement;



               (o)     Parent and its Subsidiaries may make and own other cash Investments
and non-cash Investments consisting of non-exclusive licenses of intellectual
property in an aggregate amount not to exceed at any time $15,000,000; provided
that the aggregate amount of cash Investments made under this clause (o) may
not exceed $10,000,000 at any time; and



               (p)     Parent and its Subsidiaries may continue to own the Investments owned
by them on the Closing Date (solely to the extent that such Investments were
made on or before the Closing Date) and in the Persons identified on Schedule
I-1 annexed hereto and any renewals, amendments and replacements thereof that
do not increase the amount thereof that was in existence on the Closing Date;
and Borrower and its Subsidiaries may make payments in satisfaction of certain
obligations under a joint venture agreement to which GXS International, Inc. is
a party relating to Business Commerce (HK) Limited in an aggregate amount not
to exceed $4,000,0000.



          “Permitted Liens” means:



               (a)     Liens on property or assets of Borrower or any Guarantor securing the
Obligations;



               (b)     second priority Liens securing the Indenture Indebtedness;



               (c)     Liens on property or assets of a Person existing at the time such
Person is merged with or into or consolidated with Parent or any Restricted
Subsidiary; provided that such Liens were in existence prior to the
contemplation of such merger (and were not granted in anticipation thereof) or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with Parent or the Restricted Subsidiary;



               (d)     Liens on property or assets existing at the time of acquisition of the
property or assets by Parent or any Restricted Subsidiary; provided that such
Liens (i) were in existence prior to the contemplation of such acquisition,
(ii) were not created in anticipation thereof, and do not relate to all or
substantially all of the assets or other property being acquired;


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               (e)     Liens 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 and consistent with industry practice;



               (f)     Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by Section 7.1(d) covering only the assets acquired with such
Indebtedness;



               (g)     Liens existing on the date hereof and identified on Schedule P-1;



               (h)     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;



               (i)     Liens securing Permitted Refinancing Indebtedness where the Liens
securing indebtedness being refinanced were permitted under this Agreement;



               (j)     easements, rights of way, zoning and similar restrictions and other
similar encumbrances or title defects incurred or imposed, as applicable, in
the ordinary course of business and consistent with industry practices;



               (k)     any interest or title of a lessor under any Capital Lease Obligation;



               (l)     Liens incurred or deposits made in the ordinary course of business in
connection with (i) workers’ compensation, unemployment insurance and other
types of social security, or (ii) to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money) (so long as the aggregate amount of such deposits and obligations
secured by such Liens under this clause (ii) does not exceed $1,000,000), so
long as no foreclosure, sale or similar proceedings have been commenced with
respect to any portion of the Collateral on account thereof;



               (m)     Liens securing Hedging Obligations otherwise permitted under this
Agreement;



               (n)     Liens under non-exclusive licensing agreements otherwise permitted
under this Agreement including source code escrow agreements;



               (o)     Liens arising from filing Uniform Commercial Code financing statements
in connection with operating leases;



               (p)     judgment Liens not giving rise to an Event of Default;



               (q)     Liens encumbering property or assets of Parent or a Restricted
Subsidiary consisting of carriers, warehousemen, mechanics, materialmen,
repairmen and



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landlords, and other Liens arising by operation of law and incurred in the
ordinary course of business and consistent with industry practice for sums that
are not overdue or that are being contested in good faith by appropriate
proceedings and (if so contested) for which appropriate reserves with respect
thereto have been established and maintained on the books of Parent or a
Restricted Subsidiary in accordance with GAAP;


               (r)     bankers’ liens in the nature of rights of setoff arising in the
ordinary course of business and consistent with industry practice;



               (s)     Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation
of goods;



               (t)     any zoning or similar law or right reserved to or vested in any
governmental office or agency to control or regulate the use of any Real
Property; and



               (u)     Liens securing obligations (other than obligations representing
Indebtedness for borrowed money) under operating, reciprocal easement or
similar agreements entered into in the ordinary course of business of Borrower
and its Subsidiaries.



          “Permitted Protest” means the right of Borrower or any of its Subsidiaries
to protest any Lien (other than any Lien that secures the Obligations), taxes
(other than payroll taxes or taxes that are the subject of a United States
federal tax lien), or rental payment, provided that (a) a reserve with respect
to such obligation is established on the Books in such amount as is required
under GAAP, (b) any such protest is instituted promptly and prosecuted
diligently by Borrower or its Subsidiary, as applicable, in good faith, and (c)
Agent is satisfied that, while any such protest is pending, there will be no
impairment of the enforceability, validity, or priority of any of the Agent’s
Liens.



          “Permitted Purchase Money Indebtedness” means, as of any date of
determination, Indebtedness described in clause (d) of Section 7.1.



          “Permitted Refinancing Indebtedness” means any Indebtedness of Parent 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 Parent or any of its Restricted Subsidiaries (other than
Indebtedness on account of Intercompany Advances); provided that, other than
with respect to the Obligations:



               (a)     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 such
Indebtedness and the amount of all expenses and premiums incurred in connection
therewith);



               (b)     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


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greater than the Weighted Average Life to Maturity of, the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded;


               (c)     if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Obligations or
the Senior Notes, such Permitted Refinancing Indebtedness is subordinated in
right of payment to, the Obligations on terms at least as favorable to the
Lender Group as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and



               (d)     such Indebtedness is recourse solely to Parent or to the Restricted
Subsidiaries which are obligated on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.



          “Permitted Reorganization Transactions” means each of the following



          (a) any transaction pursuant to which any Subsidiary of Borrower is (i)
merged with or into Borrower or any Wholly Owned Subsidiary of Borrower that is
a Guarantor, or (ii) liquidated, wound up or dissolved, or all or any part of
its business, property or assets is conveyed, sold, leased, transferred or
otherwise disposed of, in one transaction or a series of transactions, to
Borrower or any Wholly Owned Subsidiary of Borrower that is a Guarantor;
provided that, in the case of such a merger, Borrower or such Wholly Owned
Subsidiary of Borrower that is a Guarantor is the continuing or surviving
Person;



          (b) any transaction pursuant to which any Person is merged with or into
Borrower or any Subsidiary of Borrower if the acquisition of the Capital Stock
of such Person by Borrower or such Subsidiary would have been permitted
pursuant to Section 7.12; provided that (i) in the case of Borrower, Borrower
shall be the continuing or surviving Person, (ii) if a Subsidiary of Borrower
is not the surviving or continuing Person, the surviving Person becomes a
Subsidiary and complies with the provisions of Section 6.15 and (iii) no
Default or Event of Default shall have occurred or be continuing after giving
effect thereto; and



          (c) Parent may consummate the sales or liquidations of the Persons
identified on Schedule 7.4, as disclosed to Agent prior to the Closing Date.



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



          “Preferred Stock” as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) that is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.


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          “Projections” means Borrower’s forecasted (a) balance sheets, (b) profit
and loss statements, and (c) cash flow statements, all prepared on a basis
consistent with Borrower’s historical financial statements, together with
appropriate supporting details and a statement of underlying assumptions.



          “Pro Rata Share” means, as of any date of determination:



          (a)     with respect to a Lender’s obligation to make Advances and receive
payments of principal, interest, fees, costs, and expenses with respect
thereto, (i) prior to the Revolver Commitments being terminated or reduced to
zero, the percentage obtained by dividing (y) such Lender’s Revolver
Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii)
from and after the time that the Revolver Commitments have been terminated or
reduced to zero, the percentage obtained by dividing (y) the aggregate
outstanding principal amount of such Lender’s Advances by (z) the aggregate
outstanding principal amount of all Advances,



          (b)     with respect to a Lender’s obligation to participate in Letters of
Credit, to reimburse the Issuing Lender, and to receive payments of fees with
respect thereto, (i) prior to the Revolver Commitments being terminated or
reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver
Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii)
from and after the time that the Revolver Commitments have been terminated or
reduced to zero, the percentage obtained by dividing (y) the aggregate
outstanding principal amount of such Lender’s Advances by (z) the aggregate
outstanding principal amount of all Advances,



          (c)     with respect to a Lender’s obligation to make the Term Loan and
receive payments of interest, fees, and principal with respect thereto, (i)
prior to the making of the Term Loan, the percentage obtained by dividing (y)
such Lender’s Term Loan Commitment, by (z) the aggregate amount of all Lenders’
Term Loan Commitments, and (ii) from and after the making of the Term Loan, the
percentage obtained by dividing (y) the principal amount of such Lender’s
portion of the Term Loan by (z) the principal amount of the Term Loan, and



          (d)     with respect to all other matters as to a particular Lender (including
the indemnification obligations arising under Section 16.7), the percentage
obtained by dividing (i) such Lender’s Revolver Commitment plus the outstanding
principal amount of such Lender’s portion of the Term Loan, by (ii) the
aggregate amount of Revolver Commitments of all Lenders plus the outstanding
principal amount of the Term Loan; provided, however, that in the event the
Revolver Commitments have been terminated or reduced to zero, Pro Rata Share
under this clause shall be the percentage obtained by dividing (A) the
outstanding principal amount of such Lender’s Advances plus such Lender’s
ratable portion of the Risk Participation Liability with respect to outstanding
Letters of Credit plus the outstanding principal amount of such Lender’s
portion of the Term Loan by (B) the outstanding principal amount of all
Advances plus the aggregate amount of the Risk Participation Liability with


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respect to outstanding Letters of Credit plus the outstanding principal
amount of the Term Loan.


          “Qualified Cash” means, as of any date of determination, the amount of
unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that is
in Deposit Accounts or in Securities Accounts, or any combination thereof, and
which such Deposit Account or Securities Account is the subject of a Control
Agreement and is maintained by a branch office of the bank or securities
intermediary located within the United States.



          “Real Property” means any estates or interests in real property now owned
or hereafter acquired by Borrower or its Subsidiaries and the improvements
thereto.



          “Real Property Collateral” means the parcel or parcels of fee interest in
Real Property identified on Schedule R-1 and any Real Property hereafter
acquired by Borrower or any Guarantor.



          “Recapitalization Agreement” means, collectively, the Recapitalization
Agreement, dated June 21, 2002, among General Electric Company, GE Investments,
Inc. and Global Acquisition Company and the Recapitalization Agreement, dated
September 30, 2002, among Parent, GE Investments, Inc. and Global Acquisition
Company, as in effect on the date hereof.



          “Recapitalization Documents” means the Employee Lease Agreement, the
Employee Transition Services Agreement, the Recapitalization Agreement, the Tax
Matters Agreement, the Transition Services Agreement, and all other agreements
and other documents that were executed or delivered in connection therewith.



          “Record” means information that is inscribed on a tangible medium or which
is stored in an electronic or other medium and is retrievable in perceivable
form.



          “Register” has the meaning set forth in Section 14.1(h).



          “Related Fund” has the meaning set forth in the definition of “Eligible
Transferee”.



          “Remedial Action” means all actions taken to (a) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate, or in any way address
Hazardous Materials in the indoor or outdoor environment, (b) prevent or
minimize a release or threatened release of Hazardous Materials so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment, (c) perform any pre-remedial studies,
investigations, or post-remedial operation and maintenance activities, or (d)
conduct any other actions authorized by 42 USC § 9601.



          “Replacement Lender” has the meaning set forth in Section 15.2(a).



          “Report” has the meaning set forth in Section 16.17.


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          “Required Availability” means that the sum of (a) Excess Availability,
plus (b) Qualified Cash exceeds $20,000,000.



          “Required Lenders” means, at any time, Lenders whose aggregate Pro Rata
Shares (calculated under clause (d) of the definition of Pro Rata Shares) equal
or exceed 66.67%.



          “Reserve Percentage” means, on any day, for any Lender, the maximum
percentage prescribed by the Board of Governors of the Federal Reserve System
(or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as “eurocurrency liabilities”) of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.



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



          “Restricted Junior Payment” means (i) any dividend or other distribution,
direct or indirect, on account of any shares of any class of stock of Borrower
or Parent now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Borrower or Parent now or hereafter outstanding, (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock of Parent or Borrower now
or hereafter outstanding, (iv) any payment or prepayment of principal of,
premium, if any, or interest on, or voluntary redemption, purchase, retirement,
defeasance (including in-substance or legal defeasance), sinking fund or
similar voluntary payment with respect to, any Subordinated Indebtedness, other
than payment of interest which is permitted to be paid pursuant to the
subordination provisions contained in the Senior Subordinated Note Indenture,
and (v) any payment or prepayment of principal of, premium, if any, or interest
on, or voluntary redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar voluntary payment
with respect to, any Indenture Indebtedness, other than payment of interest
which is required to be paid pursuant to the Indenture and payments in
connection with a Permitted Excess Cash Flow Payment.



          “Restricted Subsidiary” means any Subsidiary of Parent that is not an
Unrestricted Subsidiary.



          “Revolver Commitment” means, with respect to each Lender, its Revolver
Commitment, and, with respect to all Lenders, their Revolver Commitments, in
each case as such Dollar amounts are set forth beside such Lender’s name under
the applicable heading on Schedule C-1 or in the Assignment and Acceptance
pursuant to which such Lender became a Lender hereunder in accordance with the
provisions of Section 14.1.


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          “Revolver Usage” means, as of any date of determination, the sum of (a)
the then extant amount of outstanding Advances, plus (b) the then extant
amount of the Letter of Credit Usage.



          “Risk Participation Liability” means, as to each Letter of Credit, all
reimbursement obligations of Borrower to the Issuing Lender with respect to an
L/C Undertaking, consisting of (a) the amount available to be drawn or which
may become available to be drawn, (b) all amounts that have been paid by the
Issuing Lender to the Underlying Issuer to the extent not reimbursed by
Borrower, whether by the making of an Advance or otherwise, and (c) all accrued
and unpaid interest, fees, and expenses payable with respect thereto.



          “Sale/Leaseback Transaction” means an arrangement relating to property now
owned or hereafter acquired by Parent or a Restricted Subsidiary whereby Parent
or such Restricted Subsidiary transfers such property to a Person and Parent or
such Restricted Subsidiary leases it from such Person, other than leases
between Parent and a Wholly-Owned Subsidiary or between Wholly-Owned
Subsidiaries.



          “SEC” means the United States Securities and Exchange Commission and any
successor thereto.



          “Securities Account” means a securities account (as that term is defined
in the Code).



          “Senior Debt” means the Obligations and the Indenture Indebtedness.



          “Senior Debt to EBITDA Ratio” means, with respect to Parent and its
Restricted Subsidiaries for any period, the ratio of (a) the aggregate amount
of Senior Debt of Parent and its Restricted Subsidiaries as of the last day of
such period, to (b) the EBITDA of Parent and its Restricted Subsidiaries for
such period.



          “Senior Notes” means the Senior Secured Floating Rate Notes Due 2008,
issued by Borrower on the Closing Date.



          “Senior Note Documents” means the Indenture, Senior Notes and all
agreements and other documents executed or delivered in connection therewith.



          “Senior Subordinated Exchange Notes” means the “Exchange Notes” as defined
in the Senior Subordinated Note Indenture, which Senior Subordinated Exchange
Notes are governed by the terms of the Senior Subordinated Note Indenture.



          “Senior Subordinated Indebtedness” means the Indebtedness evidenced by the
Senior Subordinated Notes, the Senior Subordinated Exchange Notes, and any
other Indebtedness of Borrower or any Guarantor (whether outstanding on the
Closing Date or thereafter incurred) that specifically provides that such
Indebtedness is to rank pari passu with the Senior Subordinated Notes and the
Senior Subordinated Exchange Notes in right of


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payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of Borrower or any Guarantor which is not
Senior Debt.


          “Senior Subordinated Note Indenture” means (i) so long as any Senior
Subordinated Notes or Senior Subordinated Exchange Notes are outstanding, that
certain Indenture dated as of September 27, 2002 among the Borrower, the
guarantors listed on the signature pages thereto and Wells Fargo Bank
Minnesota, N.A., as Trustee, and (ii) after any issuance of the Permitted
Refinancing Indebtedness, also means and includes the documentation governing
the Permitted Refinancing Indebtedness, subject to the terms and conditions
contained in the definition of Permitted Refinancing Indebtedness, in each
case, as amended, modified or supplemented from time to time to the extent
permitted by this Agreement.



          “Senior Subordinated Notes” means the Senior Subordinated Reset Notes Due
2009 issued by Borrower on September 27, 2002.



          “Senior Subordinated Note Documents” means the Senior Subordinated Note
Indenture, the Senior Subordinated Notes, the Senior Subordinated Exchange
Notes, the Inducement Agreement and all agreements and other documents executed
or delivered in connection therewith.



          “Settlement” has the meaning set forth in Section 2.3(f)(i).



          “Settlement Date” has the meaning set forth in Section 2.3(f)(i).



          “Solvent” means, with respect to any Person on a particular date, that, at
fair valuations, the sum of such Person’s assets is greater than all of such
Person’s debts.



          “Subordinated Indebtedness” means (i) the Indebtedness evidenced by the
Senior Subordinated Notes, (ii) the Indebtedness evidenced by the Senior
Subordinated Exchange Notes, and (iii) any Indebtedness of Company incurred
from time to time and subordinated in right of payment to the Obligations.



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



               (a)     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



               (b)     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).


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          “Swing Lender” means Foothill or any other Lender that, at the request of
Borrower and with the consent of Agent agrees, in such Lender’s sole
discretion, to become the Swing Lender under Section 2.3(d).



          “Swing Loan” has the meaning set forth in Section 2.3(d)(i).



          “Tax Matters Agreement” means the Tax Matters Agreement, dated June 21,
2002, among General Electric, GE Investments, Inc. and Global Acquisition
Corporation, as in effect on the date of this Agreement.



          “Taxes” has the meaning set forth in Section 16.11.



          “Term Loan” has the meaning set forth in Section 2.2.



          “Term
Loan Amount” means $70,000,000.



          “Term Loan Commitment” means, with respect to each Lender, its Term Loan
Commitment, and, with respect to all Lenders, their Term Loan Commitments, in
each case as such Dollar amounts are set forth beside such Lender’s name under
the applicable heading on Schedule C-1 or in the Assignment and Acceptance
pursuant to which such Lender became a Lender hereunder in accordance with the
provisions of Section 14.1.



          “Total Commitment” means, with respect to each Lender, its Total
Commitment, and, with respect to all Lenders, their Total Commitments, in each
case as such Dollar amounts are set forth beside such Lender’s name under the
applicable heading on Schedule C-1 attached hereto or on the signature page of
the Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder in accordance with the provisions of Section 14.1.



          “Trademark Security Agreements” means the trademark security agreements
executed and delivered to Agent by Borrower and by each of the Guarantors, the
form and substance of which is reasonably satisfactory to Agent.



          “Transition Services Agreement” means the Services Agreement, dated
September 27, 2002, among General Electric Company, GE Capital Financial, Inc.,
Parent and Global Acquisition Corporation, as in effect on the date hereof.



          “Triggering Event” means, as of any date, either (a) the occurrence and
continuance of an Event of Default, or (b) the failure of Parent and its
Restricted Subsidiaries to have Excess Availability and Qualified Cash of at
least $20,000,000.



          “Trustee” means Wells Fargo Bank Minnesota, National Association, as
trustee.



          “UCC Filing Authorization Letter” means a letter duly executed by Borrower
and each Guarantor authorizing Agent to file appropriate financing statements
on Form UCC-1 without the signature of Borrower or such Guarantor, as
applicable, in such office or


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offices as may be necessary or, in the opinion of Agent, desirable to
perfect the security interests purported to be created by the Loan Documents.


          “Underlying Issuer” means a third Person which is the beneficiary of an
L/C Undertaking and which has issued a letter of credit at the request of the
Issuing Lender for the benefit of Borrower.



          “Underlying Letter of Credit” means a letter of credit that has been
issued by an Underlying Issuer.



          “United States” means the United States of America.



          “Unrestricted Subsidiary” means any Subsidiary of Parent that is
designated by the board of directors of Parent as an Unrestricted Subsidiary
pursuant to a resolution of the board of directors of Parent, but only to the
extent that such Subsidiary:



               (a)     has no Indebtedness other than Non Recourse Debt;



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



               (c)     is a Person with respect to which neither Parent 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



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



          “Voidable Transfer” has the meaning set forth in Section 17.7.



          “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:



               (a)     the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment;
by


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



          “Wells Fargo” means Wells Fargo Bank, National Association, a national
banking association.



          “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary of
Parent all of the Capital Stock of which (other than directors’ qualifying
shares) is owned by Parent or another Wholly-Owned Restricted Subsidiary.



     1.2 Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. When used herein, the term
“financial statements” shall include the notes and schedules thereto. Whenever
the term “Borrower” is used in respect of a financial covenant or a related
definition, it shall be understood to mean Borrower and its Subsidiaries on a
consolidated basis unless the context clearly requires otherwise.


     1.3 Code. Any terms used in this Agreement that are defined in the Code
shall be construed and defined as set forth in the Code unless otherwise
defined herein.


     1.4 Construction. Unless the context of this Agreement or any other Loan
Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the term “including”
is not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or.” The words “hereof,”
“herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any
other Loan Document refer to this Agreement or such other Loan Document, as the
case may be, as a whole and not to any particular provision of this Agreement
or such other Loan Document, as the case may be. Section, subsection, clause,
schedule, and exhibit references herein are to this Agreement unless otherwise
specified. Any reference in this Agreement or in the other Loan Documents to
any agreement, instrument, or document shall include all alterations,
amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable
(subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements set forth herein). Any reference herein to the repayment in full
of the Obligations shall mean the repayment in full in cash of all Obligations
other than contingent indemnification Obligations and other than any Bank
Product Obligations that, at such time, are allowed by the applicable Bank
Product Provider to remain outstanding and are not required to be repaid or
cash collateralized pursuant to the provisions of this Agreement. Any
reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein or in
the other Loan Documents shall be satisfied by the transmission of a Record and
any Record transmitted shall constitute a representation and warranty as to
the accuracy and completeness of the information contained therein.


     1.5 Schedules and Exhibits. All of the schedules and exhibits attached to
this Agreement shall be deemed incorporated herein by reference.


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	2.	 	LOAN AND TERMS OF PAYMENT.



     2.1
Revolver Advances.


               (a) Subject to the terms and conditions of this Agreement, and during the
term of this Agreement, each Lender with a Revolver Commitment agrees
(severally, not jointly or jointly and severally) to make advances (“Advances”)
to Borrower in an amount at any one time outstanding not to exceed such
Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum
Revolver Amount less the Letter of Credit Usage, or (ii) the Borrowing Base
less the Letter of Credit Usage less the then outstanding balance of the Term
Loan.



               
(b) Anything to the contrary in this Section 2.1 notwithstanding, Agent
shall have the right to establish reserves in such amounts, and with respect to
such matters, as Agent in its Permitted Discretion shall deem necessary or
appropriate, against the Borrowing Base, including reserves with respect to (i)
sums that Borrower is required to pay (such as taxes, assessments, insurance
premiums, or, in the case of leased assets, rents or other amounts payable
under such leases) and has failed to pay under any Section of this Agreement or
any other Loan Document, and (ii) amounts owing by Borrower or its Subsidiaries
to any Person to the extent secured by a Lien on, or trust over, any of the
Collateral (other than any existing Permitted Lien set forth on Schedule P-1
which is specifically identified thereon as entitled to have priority over the
Agent’s Liens), which Lien or trust, in the Permitted Discretion of Agent
likely would have a priority superior to the Agent’s Liens (such as Liens or
trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen,
laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or
other taxes where given priority under applicable law) in and to such item of
the Collateral.



               (c) The Lenders with Revolver Commitments shall have no obligation to make
additional Advances hereunder to the extent such additional Advances would
cause the Revolver Usage to exceed the Maximum Revolver Amount.



             
  (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and,
subject to the terms and conditions of this Agreement, reborrowed at any time
during the term of this Agreement.



     2.2 Term Loan.


               (a) Subject to the terms and conditions of this Agreement, on the Closing
Date each Lender with a Term Loan Commitment agrees (severally, not jointly or
jointly and severally) to make term loans (collectively, the “Term Loan”) to
Borrower in an amount equal to such Lender’s Pro Rata Share of the Term Loan
Amount. The outstanding unpaid principal balance and all accrued and unpaid
interest under the Term Loan shall be due and payable on the date of
termination of this Agreement, whether by its terms, by prepayment, or by
acceleration. All amounts outstanding under the Term Loan shall constitute
Obligations.



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               (b) If as of any date, the sum of (i) the then outstanding amount of the
Term Loan, (ii) the then extant Letter of Credit Usage, and (iii) the then
extant amount of outstanding Advances is greater than the Borrowing Base,
Borrower shall make an immediate prepayment of the Obligations equal to the
amount of such excess, which amount shall be used by Agent to reduce the
Obligations in accordance with the priorities set forth in Section 2.4(b).



               (c) In connection with any Asset Sale by Borrower or any Guarantor,
Borrower shall prepay the outstanding principal amount of the Term Loan (or, if
the Term Loan has been repaid in full, such prepayment amount shall be applied
to the outstanding Advances and there shall be a commensurate permanent
reduction in the amount of the Revolver Commitments and the Maximum Revolver
Amount and a dollar-for-dollar permanent reserve against the Borrowing Base) in
an amount equal to 100% of the Net Proceeds as and when received by such Person
in connection with such sale or other disposition, unless such prepayment
obligation is waived by the Required Lenders within 30 days of the receipt of
such Net Proceeds; provided, however, that if the Senior Debt to EBITDA Ratio
as of the last day of the most recently completed fiscal quarter of Borrower
preceding the consummation of such Asset Sale is less than or equal to
1.60:1.00 (after giving pro forma effect to such Asset Sale (and the repayment
of the Obligations in an amount equal to 50% of the Net Proceeds payable in
connection therewith) with respect to the calculation of such Senior Debt to
EBITDA Ratio), Borrower shall be entitled to retain 50% of the Net Proceeds
payable in connection therewith. Nothing contained in this Section shall be
deemed to permit any sale or other disposition otherwise prohibited by the
terms and conditions of this Agreement.



               (d) Upon the issuance or incurrence by Borrower or any Guarantor of any
Indebtedness (other than Indebtedness incurred hereunder, Permitted Purchase
Money Indebtedness or Indebtedness constituting a Permitted Investment) or the
sale or issuance by Borrower or any Guarantor of any shares of its Stock (other
than to Borrower or any Guarantor or pursuant to any options, warrants, or
stock option or employee incentive plans (or any successor plans) listed on
Schedule 5.8(b) hereto), Borrower shall prepay the outstanding principal amount
of the Term Loan (or, if the Term Loan has been repaid in full,
such prepayment amount shall be applied to the outstanding Advances and
there shall be a commensurate permanent reduction in the amount of the Revolver
Commitments and the Maximum Revolver Amount and a dollar-for-dollar permanent
reserve against the Borrowing Base) in an amount equal to 100% of the Net
Securities Proceeds received by such Person in connection therewith, unless
such prepayment obligation is waived by the Required Lenders within 30 days of
the date of the receipt of such Net Securities Proceeds. Nothing contained in
this Section shall be deemed to permit any such issuance, incurrence or sale
otherwise prohibited by the terms and conditions of this Agreement.



               (e) Except to the extent Borrower or any Guarantor is permitted to use
insurance proceeds pursuant to Section 6.8 hereof, upon the receipt by Borrower
or any Guarantor of any Extraordinary Receipts, Borrower shall prepay the
outstanding principal amount of the Term Loan (or, if the Term Loan has been
repaid in full, such prepayment




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amount shall be applied to the outstanding Advances and there shall be a
commensurate permanent reduction in the amount of the Revolver Commitments and
the Maximum Revolver Amount and a dollar-for-dollar permanent reserve against
the Borrowing Base) in an amount equal to 100% of the Net Proceeds of such
Extraordinary Receipts, unless such prepayment obligation is waived by the
Required Lenders within 30 days of the date of the receipt of such
Extraordinary Receipts.


     2.3 Borrowing Procedures and Settlements.


               (a) Procedure for Borrowing. Each Borrowing shall be made by an
irrevocable written request by an Authorized Person delivered to Agent (which
notice must be received by Agent no later than 10:00 a.m. (California time) on
the Business Day prior to the date that is the requested Funding Date
specifying (i) the amount of such Borrowing, and (ii) the requested Funding
Date, which shall be a Business Day; provided, however, that in the case of a
request for Swing Loan in an amount of $5,000,000, or less, such notice will be
timely received if it is received by Agent no later than 10:00 a.m. (California
time) on the Business Day that is the requested Funding Date) specifying (i)
the amount of such Borrowing, and (ii) the requested Funding Date, which shall
be a Business Day. At Agent’s election, in lieu of delivering the
above-described written request, any Authorized Person may give Agent
telephonic notice of such request by the required time. In such circumstances,
Borrower agrees that any such telephonic notice will be confirmed in writing
within 24 hours of the giving of such notice and the failure to provide such
written confirmation shall not affect the validity of the request.



            
   (b) Agent’s Election. Promptly after receipt of a request for a Borrowing
pursuant to Section 2.3(a), Agent shall elect, in its discretion, (i) to have
the terms of Section 2.3(c) apply to such requested Borrowing, or (ii) if the
Borrowing is for an Advance, to request Swing Lender to make a Swing Loan
pursuant to the terms of Section 2.3(d) in the amount of the requested
Borrowing; provided, however, that if Swing Lender declines in its sole
discretion to make a Swing Loan pursuant to Section 2.3(d), Agent shall elect
to have the terms of Section 2.3(c) apply to such requested Borrowing.



               (c) Making of Loans.




		
	 	     (i)     In the event that
Agent shall elect to have the terms of
this Section 2.3(c) apply to a requested Borrowing as described in
Section 2.3(b), then promptly after receipt of a request for a
Borrowing pursuant to Section 2.3(a), Agent shall notify the
Lenders, not later than 1:00 p.m. (California time) on the Business
Day immediately preceding the Funding Date applicable thereto, by
telecopy, telephone, or other similar form of transmission, of the
requested Borrowing. Each Lender shall make the amount of such
Lender’s Pro Rata Share of the requested Borrowing available to
Agent in immediately available funds, to Agent’s Account, not later
than 10:00 a.m. (California time) on the Funding Date applicable
thereto. After Agent’s receipt of the proceeds
of such Advances (or the Term Loan, as applicable), Agent
shall



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	 	make the proceeds thereof available to Borrower on the
applicable Funding Date by transferring immediately available funds
equal to such proceeds received by Agent to Borrower’s Designated
Account; provided, however, that, subject to the provisions of
Section 2.3(i), Agent shall not request any Lender to make, and no
Lender shall have the obligation to make, any Advance (or its
portion of the Term Loan) if Agent shall have actual knowledge that
(1) one or more of the applicable conditions precedent set forth in
Section 3 will not be satisfied on the requested Funding Date for
the applicable Borrowing unless such condition has been waived, or
(2) the requested Borrowing would exceed the Availability on such
Funding Date.




		
	 	     (ii)     Unless Agent receives notice from a Lender on or prior to
the Closing Date or, with respect to any Borrowing after the
Closing Date, prior to 9:00 a.m. (California time) on the date of
such Borrowing, that such Lender will not make available as and
when required hereunder to Agent for the account of Borrower the
amount of that Lender’s Pro Rata Share of the Borrowing, Agent may
assume that each Lender has made or will make such amount available
to Agent in immediately available funds on the Funding Date and
Agent may (but shall not be so required), in reliance upon such
assumption, make available to Borrower on such date a corresponding
amount. If and to the extent any Lender shall not have made its
full amount available to Agent in immediately available funds and
Agent in such circumstances has made available to Borrower such
amount, that Lender shall on the Business Day following such
Funding Date make such amount available to Agent, together with
interest at the Defaulting Lender Rate for each day during such
period. A notice submitted by Agent to any Lender with respect to
amounts owing under this subsection shall be conclusive, absent
manifest error. If such amount is so made available, such payment
to Agent shall constitute such Lender’s Advance (or portion of the
Term Loan, as applicable) on the date of Borrowing for all purposes
of this Agreement. If such amount is not made available to Agent
on the Business Day following the Funding Date, Agent will notify
Borrower of such failure to fund and, upon demand by Agent,
Borrower shall pay such amount to Agent for Agent’s account,
together with interest thereon for each day elapsed since the date
of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Advances (or portion of the Term
Loan, as applicable) composing such Borrowing. The failure of any
Lender to make any Advance (or portion of the Term Loan, as
applicable) on any Funding Date shall not relieve any other Lender
of any obligation hereunder to make an Advance (or portion of the
Term Loan, as applicable) on such Funding Date, but no Lender shall
be responsible for the failure of any other Lender to make the
Advance (or portion of the Term Loan, as applicable) to be made by
such other Lender on any Funding Date.
	 
	 	     (iii)     Agent shall not be obligated to transfer to a Defaulting
Lender any payments made by Borrower to Agent for the Defaulting
Lender’s benefit,



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	 	and, in the absence of such transfer to the
Defaulting Lender, Agent shall transfer any such payments to each
other non-Defaulting Lender member of the Lender Group ratably in
accordance with their Commitments (but only to the extent that such
Defaulting Lender’s Advance was funded by the other members of the
Lender Group) or, if so directed by Borrower and if no Default or
Event of Default had occurred and is continuing (and to the extent
such Defaulting Lender’s Advance was not funded by the Lender
Group), retain same to be re-advanced to Borrower as if such
Defaulting Lender had made Advances to Borrower. Subject to the
foregoing, Agent may hold and, in its Permitted Discretion, re-lend
to Borrower for the account of such Defaulting Lender the amount of
all such payments received and retained by Agent for the account of
such Defaulting Lender. Solely for the purposes of voting or
consenting to matters with respect to the Loan Documents, such
Defaulting Lender shall be deemed not to be a “Lender” and such
Lender’s Commitment shall be deemed to be zero. This Section shall
remain effective with respect to such Lender until (x) the
Obligations under this Agreement shall have been declared or shall
have become immediately due and payable, (y) the non-Defaulting
Lenders, Agent, and Borrower shall have waived such Defaulting
Lender’s default in writing, or (z) the Defaulting Lender makes its
Pro Rata Share of the applicable Advance and pays to Agent all
amounts owing by Defaulting Lender in respect thereof. The
operation of this Section shall not be construed to increase or
otherwise affect the Commitment of any Lender, to relieve or excuse
the performance by such Defaulting Lender or any other Lender of
its duties and obligations hereunder, or to relieve or excuse the
performance by Borrower of its duties and obligations hereunder to
Agent or to the Lenders other than such Defaulting Lender. Any
such failure to fund by any Defaulting Lender shall constitute a
material breach by such Defaulting Lender of this Agreement and
shall entitle Borrower at its option, upon written notice to Agent,
to arrange for a substitute Lender to assume the Commitment of such
Defaulting Lender, such substitute Lender to be acceptable to
Agent. In connection with the arrangement of such a substitute
Lender, the Defaulting Lender shall have no right to refuse to be
replaced hereunder, and agrees to execute and deliver a completed
form of Assignment and Acceptance in favor of the substitute Lender
(and agrees that it shall be deemed to have executed and delivered
such document if it fails to do so) subject only to being repaid
its share of the outstanding Obligations (other than Bank Product
Obligations, but including an assumption of its Pro Rata Share of
the Risk Participation Liability) without any premium or penalty of
any kind whatsoever; provided, however, that any such assumption of
the Commitment of such Defaulting Lender shall not be deemed to
constitute a waiver of any of the Lender Groups’ or Borrower’s
rights or remedies against any such Defaulting Lender arising out
of or in relation to such failure to fund.



               (d) Making of Swing Loans.



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	 	     (i)     In the event
Agent shall elect, with the consent of Swing
Lender, as a Lender, to have the terms of this Section 2.3(d) apply
to a requested Borrowing as described in Section 2.3(b), Swing
Lender as a Lender shall make such Advance in the amount of such
Borrowing (any such Advance made solely by Swing Lender as a Lender
pursuant to this Section 2.3(d) being referred to as a “Swing Loan”
and such Advances being referred to collectively as “Swing Loans”)
available to Borrower on the Funding Date applicable thereto by
transferring immediately available funds to Borrower’s Designated
Account. Each Swing Loan shall be deemed to be an Advance
hereunder and shall be subject to all the terms and conditions
applicable to other Advances, except that no such Swing Loan shall
be eligible to be a LIBOR Rate Loan and all payments on any Swing
Loan shall be payable to Swing Lender as a Lender solely for its
own account (and for the account of the holder of any participation
interest with respect to such Swing Loan). Subject to the
provisions of Section 2.3(i), Agent shall not request Swing Lender
as a Lender to make, and Swing Lender as a Lender shall not make,
any Swing Loan if Agent has actual knowledge that (i) one or more
of the applicable conditions precedent set forth in Section 3 will
not be satisfied on the requested Funding Date for the applicable
Borrowing unless such condition has been waived, or (ii) the
requested Borrowing would exceed the Availability on such Funding
Date. Swing Lender as a Lender shall not otherwise be required to
determine whether the applicable conditions precedent set forth in
Section 3 have been satisfied on the Funding Date applicable
thereto prior to making, in its sole discretion, any Swing Loan.




		
	 	     (ii)     The Swing Loans shall be secured by the Agent’s Liens,
constitute Obligations hereunder, and bear interest at the rate
applicable from time to time to Advances that are Base Rate Loans.



               (e) Agent Advances.




		
	 	     (i)     Agent hereby is authorized by Borrower and the Lenders,
from time to time in Agent’s sole discretion, (1) after the
occurrence and during the continuance of a Default or an Event of
Default, or (2) at any time that any of the other applicable
conditions precedent set forth in Section 3 have not been
satisfied, to make Advances to Borrower on behalf of the Lenders
that Agent, in its Permitted Discretion deems necessary or
desirable (A) to preserve or protect the Collateral, or any portion
thereof, (B) to enhance the likelihood of repayment of the
Obligations (other than the Bank Product Obligations), or (C) to
pay any other amount chargeable to Borrower pursuant to the terms
of this Agreement, including Lender Group Expenses and the costs,
fees, and expenses described in Section 10 (any of the Advances
described in this Section 2.3(e) shall be referred to as “Agent
Advances”). Each Agent
Advance shall be deemed to be an Advance hereunder, except
that no such 



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	 	Agent Advance shall be eligible to be a LIBOR Rate
Loan and all payments thereon shall be payable to Agent solely for
its own account.




		
	 	     (ii)     The Agent Advances shall be repayable on demand, secured
by the Agent’s Liens granted to Agent under the Loan Documents,
constitute Obligations hereunder, and bear interest at the rate
applicable from time to time to Advances that are Base Rate Loans.



               (f) Settlement. It is agreed that each Lender’s funded portion of the
Advances is intended by the Lenders to equal, at all times, such Lender’s Pro
Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent,
Swing Lender, and the other Lenders agree (which agreement shall not be for the
benefit of or enforceable by Borrower) that in order to facilitate the
administration of this Agreement and the other Loan Documents, settlement among
them as to the Advances, the Swing Loans, and the Agent Advances shall take
place on a periodic basis in accordance with the following provisions:




		
	 	     (i)     Agent shall
request settlement (“Settlement”) with the
Lenders on a weekly basis, or on a more frequent basis if so
determined by Agent, (1) on behalf of Swing Lender, with respect to
each outstanding Swing Loan, (2) for itself, with respect to each
Agent Advance, and (3) with respect to Borrower’s or its
Subsidiaries’ Collections received, as to each by notifying the
Lenders by telecopy, telephone, or other similar form of
transmission, of such requested Settlement, no later than 2:00 p.m.
(California time) on the Business Day immediately prior to the date
of such requested Settlement (the date of such requested Settlement
being the “Settlement Date”). Such notice of a Settlement Date
shall include a summary statement of the amount of outstanding
Advances, Swing Loans, and Agent Advances for the period since the
prior Settlement Date. Subject to the terms and conditions
contained herein (including Section 2.3(c)(iii)): (y) if a
Lender’s balance of the Advances (including Swing Loans and Agent
Advances) exceeds such Lender’s Pro Rata Share of the Advances
(including Swing Loans and Agent Advances) as of a Settlement Date,
then Agent shall, by no later than 12:00 p.m. (California time) on
the Settlement Date, transfer in immediately available funds to a
Deposit Account of such Lender (as such Lender may designate), an
amount such that each such Lender shall, upon receipt of such
amount, have as of the Settlement Date, its Pro Rata Share of the
Advances (including Swing Loans and Agent Advances), and (z) if a
Lender’s balance of the Advances (including Swing Loans and Agent
Advances) is less than such Lender’s Pro Rata Share of the Advances
(including Swing Loans and Agent Advances) as of a Settlement Date,
such Lender shall no later than 12:00 p.m. (California time) on the
Settlement Date transfer in immediately available funds to the
Agent’s Account, an amount such that each such Lender shall, upon
transfer of such amount, have as of the Settlement Date, its Pro
Rata Share of the Advances (including Swing Loans and Agent
Advances). Such
amounts made available to Agent under clause (z) of the
immediately



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	 	preceding sentence shall be applied against the amounts
of the applicable Swing Loans or Agent Advances and, together with
the portion of such Swing Loans or Agent Advances representing
Swing Lender’s Pro Rata Share thereof, shall constitute Advances of
such Lenders. If any such amount is not made available to Agent by
any Lender on the Settlement Date applicable thereto to the extent
required by the terms hereof, Agent shall be entitled to recover
for its account such amount on demand from such Lender together
with interest thereon at the Defaulting Lender Rate.




		
	 	     (ii)     In determining whether a Lender’s balance of the
Advances, Swing Loans, and Agent Advances is less than, equal to,
or greater than such Lender’s Pro Rata Share of the Advances, Swing
Loans, and Agent Advances as of a Settlement Date, Agent shall, as
part of the relevant Settlement, apply to such balance the portion
of payments actually received in good funds by Agent with respect
to principal, interest, fees payable by Borrower and allocable to
the Lenders hereunder, and proceeds of Collateral. To the extent
that a net amount is owed to any such Lender after such
application, such net amount shall be distributed by Agent to that
Lender as part of such next Settlement.




		
	 	     (iii)     Between Settlement Dates, Agent, to the extent no Agent
Advances or Swing Loans are outstanding, may pay over to Swing
Lender any payments received by Agent, that in accordance with the
terms of this Agreement would be applied to the reduction of the
Advances, for application to Swing Lender’s Pro Rata Share of the
Advances. If, as of any Settlement Date, Collections of Borrower
or its Subsidiaries received since the then immediately preceding
Settlement Date have been applied to Swing Lender’s Pro Rata Share
of the Advances other than to Swing Loans, as provided for in the
previous sentence, Swing Lender shall pay to Agent for the accounts
of the Lenders, and Agent shall pay to the Lenders, to be applied
to the outstanding Advances of such Lenders, an amount such that
each Lender shall, upon receipt of such amount, have, as of such
Settlement Date, its Pro Rata Share of the Advances. During the
period between Settlement Dates, Swing Lender with respect to Swing
Loans, Agent with respect to Agent Advances, and each Lender
(subject to the effect of letter agreements between Agent and
individual Lenders) with respect to the Advances other than Swing
Loans and Agent Advances, shall be entitled to interest at the
applicable rate or rates payable under this Agreement on the daily
amount of funds employed by Swing Lender, Agent, or the Lenders, as
applicable.



               (g) Notation. Agent shall record on its books the principal amount of the
Advances (or portion of the Term Loan, as applicable) owing to each Lender,
including the Swing Loans owing to Swing Lender, and Agent Advances owing to
Agent, and the interests therein of each Lender, from time to time and such
records shall, absent manifest
error, conclusively be presumed to be correct and accurate. In addition,
each Lender is




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authorized, at such Lender’s option, to note the date and amount
of each payment or prepayment of principal of such Lender’s Advances in its
books and records, including computer records.


               (h) Lenders’ Failure to Perform. All Advances (other than Swing Loans and
Agent Advances) shall be made by the Lenders contemporaneously and in
accordance with their Pro Rata Shares. It is understood that (i) no Lender
shall be responsible for any failure by any other Lender to perform its
obligation to make any Advance (or other extension of credit) hereunder, nor
shall any Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligations hereunder, and (ii) no
failure by any Lender to perform its obligations hereunder shall excuse any
other Lender from its obligations hereunder.



               (i) Optional Overadvances. Any contrary provision of this Agreement
notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as
applicable, and Agent or Swing Lender, as applicable, may, but is not obligated
to, knowingly and intentionally, continue to make Advances (including Swing
Loans) to Borrower notwithstanding that an Overadvance exists or thereby would
be created, so long as (i) after giving effect to such Advances, the
outstanding Revolver Usage does not exceed the Borrowing Base by more than
$10,000,000, (ii) after giving effect to such Advances, the outstanding
Revolver Usage (except for and excluding amounts charged to the Loan Account
for interest, fees, or Lender Group Expenses) does not exceed the Maximum
Revolver Amount, and (iii) at the time of the making of any such Advance, Agent
does not believe, in good faith, that the Overadvance created by such Advance
will be outstanding for more than 90 days. The foregoing provisions are for
the exclusive benefit of Agent, Swing Lender, and the Lenders and are not
intended to benefit Borrower in any way. The Advances and Swing Loans, as
applicable, that are made pursuant to this Section 2.3(i) shall be subject to
the same terms and conditions as any other Advance or Swing Loan, as
applicable, except that they shall not be eligible for the LIBOR Option and the
rate of interest applicable thereto shall be the rate applicable to Advances
that are Base Rate Loans under Section 2.6(c) hereof without regard to the
presence or absence of a Default or Event of Default.




		
	 	     (A) In the event Agent obtains actual knowledge that the
Revolver Usage exceeds the amounts permitted by the preceding
paragraph, regardless of the amount of, or reason for, such
excess, Agent shall notify the Lenders as soon as practicable
(and prior to making any (or any additional) intentional
Overadvances (except for and excluding amounts charged to the
Loan Account for interest, fees, or Lender Group Expenses)
unless Agent determines that prior notice would result in
imminent harm to the Collateral or its value), and the
Lenders with Revolver Commitments thereupon shall, together
with Agent, jointly determine the terms of arrangements that
shall be implemented with Borrower intended to reduce, within
a reasonable time, the outstanding principal amount of the
Advances to Borrower to
an amount permitted by the preceding paragraph. In the
event Agent or



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	 	any Lender disagrees over the terms of
reduction or repayment of any Overadvance, the terms of
reduction or repayment thereof shall be implemented according
to the determination of the Required Lenders.




		
	 	     (B) Each Lender with a Revolver Commitment shall be
obligated to settle with Agent as provided in Section 2.3(f)
for the amount of such Lender’s Pro Rata Share of any
unintentional Overadvances by Agent reported to such Lender,
any intentional Overadvances made as permitted under this
Section 2.3(i), and any Overadvances resulting from the
charging to the Loan Account of interest, fees, or Lender
Group Expenses.



     2.4 Payments.


               (a) Payments by Borrower.




		
	 	          (i)     Except as otherwise expressly provided herein, all
payments by Borrower shall be made to Agent’s Account for the
account of the Lender Group and shall be made in immediately
available funds, no later than 11:00 a.m. (California time) on the
date specified herein. Any payment received by Agent later than
11:00 a.m. (California time) shall be deemed to have been received
on the following Business Day and any applicable interest or fee
shall continue to accrue until such following Business Day.




		
	 	          (ii) Unless Agent receives notice from Borrower prior to the
date on which any payment is due to the Lenders that Borrower will
not make such payment in full as and when required, Agent may
assume that Borrower has made (or will make) such payment in full
to Agent on such date in immediately available funds and Agent may
(but shall not be so required), in reliance upon such assumption,
distribute to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent Borrower does
not make such payment in full to Agent on the date when due, each
Lender severally shall repay to Agent on demand such amount
distributed to such Lender, together with interest thereon at the
Defaulting Lender Rate for each day from the date such amount is
distributed to such Lender until the date repaid.



               (b) Apportionment and Application of Payments.




		
	 	     (i)     Except as otherwise provided with respect to Defaulting
Lenders and except as otherwise provided in the Loan Documents
(including letter agreements between Agent and individual Lenders),
aggregate principal and interest payments shall be apportioned
ratably among the Lenders
(according to the unpaid principal balance of the Obligations
to which such payments relate held by each Lender) and payments of
fees and expenses (other than fees or expenses that are for Agent’s
separate account, after giving



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	 	effect to any letter agreements
between Agent and individual Lenders) shall be apportioned ratably
among the Lenders having a Pro Rata Share of the type of Commitment
or Obligation to which a particular fee relates. All payments
shall be remitted to Agent and all such payments, and all proceeds
of Collateral received by Agent, shall be applied as follows:




		
	 	     (A) first, to pay any Lender Group Expenses then due to
Agent under the Loan Documents, until paid in full,




		
	 	     (B) second, to pay any Lender Group Expenses then due to
the Lenders under the Loan Documents, on a ratable basis,
until paid in full,




		
	 	     (C) third, to pay any fees then due to Agent (for its
separate account, after giving effect to any letter
agreements between Agent and individual Lenders) under the
Loan Documents until paid in full,




		
	 	     (D) fourth, to pay any fees then due to any or all of
the Lenders (after giving effect to any letter agreements
between Agent and individual Lenders) under the Loan
Documents, on a ratable basis, until paid in full,




		
	 	     (E) fifth, to pay interest due in respect of all Agent
Advances until paid in full,




		
	 	     (F) sixth, ratably to pay interest due in respect of the
Advances (other than Agent Advances), the Swing Loans, and
the Term Loan until paid in full,




		
	 	     (G) seventh, to pay the principal of all Agent Advances
until paid in full,




		
	 	     (H) eighth, so long as no Event of Default has occurred
and is continuing, ratably to pay all principal amounts then
due and payable (other than as a result of an acceleration
thereof) with respect to the Term Loan until paid in full,




		
	 	     (I) ninth, to pay the principal of all Swing Loans until
paid in full,




		
	 	     (J) tenth, so long as no Event of Default has occurred
and is continuing, and at Agent’s election (which election
Agent agrees will not be made if an Overadvance would be
created thereby), to pay amounts then due and owing by Borrower or its
Subsidiaries in respect of Bank Products until paid in full,



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	 	     (K) eleventh, so long as no Event of Default has
occurred and is continuing, to pay the principal of all
Advances until paid in full,




		
	 	     (L) twelfth, if an Event of Default has occurred and is
continuing, ratably (i) to pay the principal of all Advances
until paid in full, (ii) to Agent, to be held by Agent, for
the ratable benefit of Issuing Lender and those Lenders
having a Revolver Commitment, as cash collateral in an amount
up to 105% of the then extant Letter of Credit Usage until
paid in full, (iii) to Agent, to be held by Agent, for the
benefit of the Bank Product Providers, as cash collateral in
an amount up to the amount of the Bank Product Reserve
established prior to the occurrence of, and not in
contemplation of, the subject Event of Default until
Borrower’s and its Subsidiaries’ obligations in respect of
the then extant Bank Products have been paid in full or the
cash collateral amount has been exhausted, and (iv) to pay
the principal of the Term Loan until paid in full,




		
	 	     (M) thirteenth, if an Event of Default has occurred and
is continuing, to pay the outstanding principal balance of
the Term Loan (in the inverse order of the maturity of the
installments due thereunder) until the Term Loan is paid in
full,




		
	 	     (N) fourteenth, to pay any other Obligations (including
the provision of amounts to Agent, to be held by Agent, for
the benefit of the Bank Product Providers, as cash collateral
in an amount up to the amount determined by Agent in its
Permitted Discretion as the amount necessary to secure
Borrower’s and its Subsidiaries’ obligations in respect of
the then extant Bank Products), and




		
	 	     (O) fifteenth, to Borrower (to be wired to the
Designated Account) or such other Person entitled thereto
under applicable law.




		
	 	     (ii) Agent promptly shall distribute to each Lender, pursuant
to the applicable wire instructions received from each Lender in
writing, such funds as it may be entitled to receive, subject to a
Settlement delay as provided in Section 2.3(f).




		
	 	     (iii) In each instance, so long as no Event of Default has
occurred and is continuing, this Section 2.4(b) shall not be deemed
to apply to any payment by Borrower specified by Borrower to be for
the payment of specific Obligations then due and payable (or
prepayable) under any provision of this Agreement.
	 
	 	     (iv) For purposes of the foregoing, “paid in full” means
payment of all amounts owing under the Loan Documents according to
the terms thereof, including loan fees, service fees, professional
fees, interest (and specifically



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	 	     including interest accrued after
the commencement of any Insolvency Proceeding), default interest,
interest on interest, and expense reimbursements, whether or not
any of the foregoing would be or is allowed or disallowed in whole
or in part in any Insolvency Proceeding.




		
	 	     (v) In the event of a direct conflict between the priority
provisions of this Section 2.4 and other provisions contained in
any other Loan Document, it is the intention of the parties hereto
that such priority provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the
terms and provisions of this Section 2.4 shall control and govern.



     2.5 Overadvances. If, at any time or for any reason, the amount of
Obligations (other than Bank Product Obligations) owed by Borrower to the
Lender Group pursuant to Sections 2.1 or 2.12 is greater than either the Dollar
or percentage limitations set forth in Sections 2.1 or 2.12 (an “Overadvance”),
Borrower immediately shall pay to Agent, in cash, the amount of such excess,
which amount shall be used by Agent to reduce the Obligations in accordance
with the priorities set forth in Section 2.4(b). In addition, Borrower hereby
promises to pay the Obligations (including principal, interest, fees, costs,
and expenses) in Dollars in full as and when due and payable under the terms of
this Agreement and the other Loan Documents.


     2.6 Interest Rates and
Letter of Credit Fee: Rates, Payments, and
Calculations.


               (a) Interest Rates. Except as provided in clause (c) below, all
Obligations (except for undrawn Letters of Credit and except for Bank Product
Obligations) that have been charged to the Loan Account pursuant to the terms
hereof shall bear interest on the Daily Balance thereof as follows (i) if the
relevant Obligation is an Advance that is a LIBOR Rate Loan, at a per annum
rate equal to the LIBOR Rate plus the LIBOR Rate Margin, (ii) if the relevant
Obligation is a portion of the Term Loan that is a LIBOR Rate Loan, at a per
annum rate equal to the LIBOR Rate plus the LIBOR Rate Term Loan Margin, (iii)
if the relevant Obligation is a portion of the Term Loan that is a Base Rate
Loan, at a per annum rate equal to the Base Rate plus the Base Rate Term Loan
Margin, and (iv) otherwise, at a per annum rate equal to the Base Rate plus the
Base Rate Margin.



               (b) Letter of Credit Fee. Borrower shall pay Agent (for the ratable
benefit of the Lenders with a Revolver Commitment, subject to any letter
agreement between Agent and individual Lenders), a Letter of Credit fee (in
addition to the charges, commissions, fees, and costs set forth in Section
2.12(e)) which shall accrue at a rate equal to
2.50% per annum times the Daily Balance of the undrawn amount of all
outstanding Letters of Credit.



               (c) Default Rate. Upon the occurrence and during the continuation of an
Event of Default (and at the election of Agent or the Required Lenders),



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	 	     (i)     all Obligations (except for undrawn Letters of
Credit and except for Bank Product Obligations) that have
been charged to the Loan Account pursuant to the terms hereof
shall bear interest on the Daily Balance thereof at a per
annum rate equal to 2 percentage points above the per annum
rate otherwise applicable hereunder, and




		
	 	     (ii)     the Letter of Credit fee provided for above shall
be increased to 2 percentage points above the per annum rate
otherwise applicable hereunder.



           
    (d) Payment. Except as provided to the contrary in Section 2.13(a),
interest, Letter of Credit fees, and all other fees payable hereunder shall be
due and payable, in arrears, on the first day of each month at any time that
Obligations or Commitments are outstanding. Borrower hereby authorizes Agent,
from time to time without prior notice to Borrower, to charge such interest and
fees, all Lender Group Expenses (as and when incurred), the charges,
commissions, fees, and costs provided for in Section 2.12(e) (as and when
accrued or incurred), the fees and costs provided for in Section 2.11 (as and
when accrued or incurred), and all other payments as and when due and payable
under any Loan Document (including the amounts due and payable with respect to
the Term Loan and including any amounts due and payable to the Bank Product
Providers in respect of Bank Products up to the amount of the then extant Bank
Product Reserve) to Borrower’s Loan Account, which amounts thereafter shall
constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances hereunder. Any interest not paid when due shall be
compounded by being charged to Borrower’s Loan Account and shall thereafter
constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances that are Base Rate Loans hereunder. Anything contained
herein to the contrary notwithstanding, if, at the time that any amounts due in
respect of interest on the Term Loan are charged to Borrower’s Loan Account an
Event of Default or Overadvance exists, such amounts shall not constitute
Advances but instead shall continue to remain outstanding as amounts due in
respect of the Term Loan and such amounts shall be compounded and added to the
outstanding principal balance of the Term Loan and thereafter accrue interest
at the rate applicable to the principal amount of the Term Loan; provided,
however, that such compounding of the interest due in respect of the Term Loan
shall not relieve Borrower from consequences hereunder of the failure to pay
such interest in full when due.



               (e) Computation. All interest and fees chargeable under the Loan
Documents shall be computed on the basis of a 360 day year for the actual
number of days elapsed. In the event the Base Rate is changed from time to
time hereafter, the rates of
interest hereunder based upon the Base Rate automatically and immediately
shall be increased or decreased by an amount equal to such change in the Base
Rate.



               (f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the
interest rate or rates payable under this Agreement, plus any other amounts
paid in connection herewith, exceed the highest rate permissible under any law
that a court of competent jurisdiction shall, in a final determination, deem
applicable. Borrower and the



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Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and
manner of payment stated within it; provided, however, that, anything contained
herein to the contrary notwithstanding, if said rate or rates of interest or
manner of payment exceeds the maximum allowable under applicable law, then,
ipso facto, as of the date of this Agreement, Borrower is and shall be liable
only for the payment of such maximum as allowed by law, and payment received
from Borrower in excess of such legal maximum, whenever received, shall be
applied to reduce the principal balance of the Obligations to the extent of
such excess.


     2.7 Cash Management.


               (a) Parent and Borrower shall and shall cause each of the other Guarantors
to (i) establish and maintain cash management services of a type and on terms
satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a)
(each, a “Cash Management Bank”), and shall request in writing and otherwise
take such reasonable steps to ensure that all of Parent’s, Borrower’s and their
respective Restricted Subsidiaries’ Account Debtors forward payment of the
amounts owed by them directly to such Cash Management Bank, and (ii) deposit or
cause to be deposited promptly, and in any event no later than the second
Business Day after the date of receipt thereof, all of their Collections
(including those sent directly by their Account Debtors to a Cash Management
Bank) into a bank account in Borrower’s name (a “Cash Management Account”) at
one of the Cash Management Banks; provided, however, that from the Closing Date
until the date that is 60 days after the Closing Date, a portion of the
Collections may be deposited in one of the Bank of America Accounts, so long as
all Collections deposited in any Bank of America Account are forwarded to a
Cash Management Account no less frequently than once per week.



               (b) Each Cash Management Bank shall establish and maintain Cash Management
Agreements with Agent and Parent, Borrower or the applicable Restricted
Subsidiary, as applicable, in form and substance reasonably acceptable to
Agent. Each such Cash Management Agreement shall provide, among other things,
that (i) all items of payment deposited in such Cash Management Account and
proceeds thereof are held by such Cash Management Bank as agent or
bailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of
setoff or recoupment or any other claim against the applicable Cash Management
Account other than for payment of its service fees and other charges directly
related to the administration of such Cash Management Account and for returned
checks or other items of payment, and (iii) upon receipt of written notice from
Agent of the occurrence of a Triggering Event, it immediately will forward
by daily sweep all amounts in the applicable Cash Management Account to the
Agent’s Account.



               (c) So long as no Default or Event of Default has occurred and is
continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash
Management Bank or Cash Management Account; provided, however, that (i) such
prospective Cash Management Bank shall be satisfactory to Agent in its
Permitted Discretion and Agent shall have consented in writing in advance to
the opening of such Cash Management Account with the prospective Cash
Management Bank, and (ii) prior to the time of the opening of such



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Cash
Management Account, Borrower (or its Subsidiary, as applicable) and such
prospective Cash Management Bank shall have executed and delivered to Agent a
Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall
close any of its Cash Management Accounts (and establish replacement cash
management accounts in accordance with the foregoing sentence) promptly and in
any event within 30 days of notice from Agent that the creditworthiness of any
Cash Management Bank is no longer acceptable in Agent’s Permitted Discretion,
or as promptly as practicable and in any event within 60 days of notice from
Agent that the operating performance, funds transfer, or availability
procedures or performance of the Cash Management Bank with respect to Cash
Management Accounts or Agent’s liability under any Cash Management Agreement
with such Cash Management Bank is no longer acceptable in Agent’s Permitted
Discretion.


               (d) The Cash Management Accounts shall be cash collateral accounts, with
all cash, checks and similar items of payment in such accounts securing payment
of the Obligations, and in which Borrower hereby grants a Lien to Agent.



     2.8 Crediting Payments. The receipt of any payment item by Agent (whether
from transfers to Agent by the Cash Management Banks pursuant to the Cash
Management Agreements or otherwise) shall not be considered a payment on
account unless such payment item is a wire transfer of immediately available
federal funds made to the Agent’s Account or unless and until such payment item
is honored when presented for payment. Should any payment item not be honored
when presented for payment, then Borrower shall be deemed not to have made such
payment and interest shall be calculated accordingly. Anything to the contrary
contained herein notwithstanding, any payment item shall be deemed received by
Agent only if it is received into the Agent’s Account on a Business Day on or
before 11:00 a.m. (California time). If any payment item is received into the
Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on
a Business Day, it shall be deemed to have been received by Agent as of the
opening of business on the immediately following Business Day.


     2.9 Designated Account. Agent is authorized to make the Advances and the
Term Loan, and Issuing Lender is authorized to issue the Letters of Credit,
under this Agreement based upon telephonic or other instructions received from
anyone purporting to be an Authorized Person
or, without instructions, if pursuant to Section 2.6(d). Borrower agrees
to establish and maintain the Designated Account with the Designated Account
Bank for the purpose of receiving the proceeds of the Advances requested by
Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed
by Agent and Borrower, any Advance, Agent Advance, or Swing Loan requested by
Borrower and made by Agent or the Lenders hereunder shall be made to the
Designated Account.


     2.10 Maintenance of Loan Account;
Statements of Obligations. Agent shall
maintain an account on its books in the name of Borrower (the “Loan Account”)
on which Borrower will be charged with the Term Loan, all Advances (including
Agent Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to
Borrower or for Borrower’s account, the Letters of Credit issued by Issuing
Lender for Borrower’s account, and with all


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other payment Obligations hereunder
or under the other Loan Documents (except for Bank Product Obligations),
including, accrued interest, fees and expenses, and Lender Group Expenses. In
accordance with Section 2.8, the Loan Account will be credited with all
payments received by Agent from Borrower or for Borrower’s account, including
all amounts received in the Agent’s Account from any Cash Management Bank.
Agent shall render statements regarding the Loan Account to Borrower, including
principal, interest, fees, and including an itemization of all charges and
expenses constituting Lender Group Expenses owing, and such statements, absent
manifest error, shall be conclusively presumed to be correct and accurate and
constitute an account stated between Borrower and the Lender Group unless,
within 30 days after receipt thereof by Borrower, Borrower shall deliver to
Agent written objection thereto describing the error or errors contained in any
such statements.


     2.11 Fees. Borrower shall pay to Agent the following fees and charges,
which fees and charges shall be non-refundable when paid (irrespective of
whether this Agreement is terminated thereafter) and shall be apportioned among
the Lenders in accordance with the terms of letter agreements between Agent and
individual Lenders:


               (a) Unused Line Fee. On the first day of each month during the term of
this Agreement, an unused line fee in an amount equal to 0.75% per annum times
the result of (i) the Maximum Revolver Amount, less (ii) the sum of (A) the
average Daily Balance of Advances that were outstanding during the immediately
preceding month, plus (B) the average Daily Balance of the Letter of Credit
Usage during the immediately preceding month,



               (b) Fee Letter Fees. As and when due and payable under the terms of the
Fee Letter, the fees set forth in the Fee Letter, and



               (c) Audit, Appraisal, and Valuation Charges. Audit, appraisal, and
valuation fees and charges as follows (i) a fee of $850 per day, per auditor,
plus actual out-of-pocket expenses for each financial audit of Borrower
performed by personnel employed
by Agent, (ii) if implemented, a fee of $850 per day, per applicable
individual, plus out-of-pocket expenses for the establishment of electronic
collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus
actual out-of-pocket expenses, for each appraisal of the Collateral, or any
portion thereof, performed by personnel employed by Agent, and (iv) the actual
charges paid or incurred by Agent if it elects to employ the services of one or
more third Persons to perform financial audits of Borrower or its Subsidiaries,
to establish electronic collateral reporting systems, to appraise the
Collateral, or any portion thereof, or to assess Borrower’s or its
Subsidiaries’ business valuation, in each case, under the terms of the Loan
Documents. The foregoing notwithstanding, so long as no Event of Default is
continuing, Borrower shall not be required to pay the fees and charges of more
than 3 audits and one such appraisal or business valuation per fiscal year.



     2.12 Letters of Credit.


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               (a) Subject to the terms and conditions of this Agreement, the Issuing
Lender agrees to issue letters of credit for the account of Borrower (each, an
“L/C”) or to purchase participations or execute indemnities or reimbursement
obligations (each such undertaking, an “L/C Undertaking”) with respect to
letters of credit issued by an Underlying Issuer (as of the Closing Date, the
prospective Underlying Issuer is to be Wells Fargo) for the account of
Borrower. To request the issuance of an L/C or an L/C Undertaking (or the
amendment, renewal, or extension of an outstanding L/C or L/C Undertaking),
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Lender) to the Issuing Lender and Agent (reasonably in advance of the requested
date of issuance, amendment, renewal, or extension) a notice requesting the
issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C
Undertaking to be amended, renewed, or extended, the date of issuance,
amendment, renewal, or extension, the date on which such L/C or L/C Undertaking
is to expire, the amount of such L/C or L/C Undertaking, the name and address
of the beneficiary thereof (or the beneficiary of the Underlying Letter of
Credit, as applicable), and such other information as shall be necessary to
prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by
the Issuing Lender, Borrower also shall be an applicant under the application
with respect to any Underlying Letter of Credit that is to be the subject of an
L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter
of Credit if any of the following would result after giving effect to the
requested Letter of Credit:




		
	 	(i)     the Letter of Credit Usage would exceed the Borrowing Base
less the then extant amount of outstanding Advances, less the then
outstanding balance of the Term Loan, or




		
	 	(ii)     the Letter of Credit Usage would exceed $15,000,000, or




		
	 	(iii)     the Letter of Credit Usage would exceed the Maximum
Revolver Amount less the then extant amount of outstanding
Advances.



          Borrower and the Lender Group acknowledge and agree that certain
Underlying Letters of Credit may be issued to support letters of credit that
already are
outstanding as of the Closing Date. Each Letter of Credit (and
corresponding Underlying Letter of Credit) shall be in form and substance
acceptable to the Issuing Lender (in the exercise of its Permitted Discretion),
including the requirement that the amounts payable thereunder must be payable
in Dollars. If Issuing Lender is obligated to advance funds under a Letter of
Credit, Borrower immediately shall reimburse such L/C Disbursement to Issuing
Lender by paying to Agent an amount equal to such L/C Disbursement not later
than 11:00 a.m., California time, on the date that such L/C Disbursement is
made, if Borrower shall have received written or telephonic notice of such L/C
Disbursement prior to 10:00 a.m., California time, on such date, or, if such
notice has not been received by Borrower prior to such time on such date, then
not later than 11:00 a.m., California time, on the Business Day that Borrower
receives such notice, if such notice is received prior to 10:00 a.m.,
California time, on the date of receipt, and, in the absence of such
reimbursement, the L/C Disbursement immediately and automatically shall be
deemed to be an Advance hereunder



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and, thereafter, shall bear interest at the
rate then applicable to Advances that are Base Rate Loans under Section 2.6.
To the extent an L/C Disbursement is deemed to be an Advance hereunder,
Borrower’s obligation to reimburse such L/C Disbursement shall be discharged
and replaced by the resulting Advance. Promptly following receipt by Agent of
any payment from Borrower pursuant to this paragraph, Agent shall distribute
such payment to the Issuing Lender or, to the extent that Lenders have made
payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to
such Lenders and the Issuing Lender as their interests may appear.


               (b) Promptly following receipt of a notice of L/C Disbursement pursuant to
Section 2.12(a), each Lender with a Revolver Commitment agrees to fund its Pro
Rata Share of any Advance deemed made pursuant to the foregoing subsection on
the same terms and conditions as if Borrower had requested such Advance and
Agent shall promptly pay to Issuing Lender the amounts so received by it from
the Lenders. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action
on the part of the Issuing Lender or the Lenders with Revolver Commitments, the
Issuing Lender shall be deemed to have granted to each Lender with a Revolver
Commitment, and each Lender with a Revolver Commitment shall be deemed to have
purchased, a participation in each Letter of Credit, in an amount equal to its
Pro Rata Share of the Risk Participation Liability of such Letter of Credit,
and each such Lender agrees to pay to Agent, for the account of the Issuing
Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender
under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender with a Revolver Commitment hereby absolutely and
unconditionally agrees to pay to Agent, for the account of the Issuing Lender,
such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing
Lender and not reimbursed by Borrower on the date due as provided in clause (a)
of this Section, or of any reimbursement payment required to be refunded to
Borrower for any reason. Each Lender with a Revolver Commitment acknowledges
and agrees that its obligation to deliver to Agent, for the account of the
Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C
Disbursement made by the Issuing Lender pursuant to this Section 2.12(b) shall
be absolute and unconditional and such remittance shall be made notwithstanding
the occurrence or continuation of an Event of Default or Default or the failure
to satisfy any
condition set forth in Section 3 hereof. If any such Lender fails to make
available to Agent the amount of such Lender’s Pro Rata Share of each L/C
Disbursement made by the Issuing Lender in respect of such Letter of Credit as
provided in this Section, such Lender shall be deemed to be a Defaulting Lender
and Agent (for the account of the Issuing Lender) shall be entitled to recover
such amount on demand from such Lender together with interest thereon at the
Defaulting Lender Rate until paid in full.



               (c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender
Group harmless from any loss, cost, expense, or liability, and reasonable
attorneys fees incurred by the Lender Group arising out of or in connection
with any Letter of Credit; provided, however, that Borrower shall not be
obligated hereunder to indemnify for any loss, cost, expense, or liability to
the extent that it is caused by the gross negligence or willful misconduct of
the Issuing Lender or any other member of the Lender Group. Borrower



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agrees to
be bound by the Underlying Issuer’s regulations and interpretations of any
Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C
issued by Issuing Lender to or for Borrower’s account, even though this
interpretation may be different from Borrower’s own, and Borrower understands
and agrees that the Lender Group shall not be liable for any error, negligence,
or mistake, whether of omission or commission, in following Borrower’s
instructions or those contained in the Letter of Credit or any modifications,
amendments, or supplements thereto other than resulting from the gross
negligence or willful misconduct of any member of the Lender Group. Borrower
understands that the L/C Undertakings may require Issuing Lender to indemnify
the Underlying Issuer for certain costs or liabilities arising out of claims by
Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify,
save, defend, and hold the Lender Group harmless with respect to any loss,
cost, expense (including reasonable attorneys fees), or liability incurred by
the Lender Group under any L/C Undertaking as a result of the Lender Group’s
indemnification of any Underlying Issuer; provided, however, that Borrower
shall not be obligated hereunder to indemnify for any loss, cost, expense, or
liability to the extent that it is caused by the gross negligence or willful
misconduct of the Issuing Lender or any other member of the Lender Group.


               (d) Borrower hereby authorizes and directs any Underlying Issuer to
deliver to the Issuing Lender all instruments, documents, and other writings
and property received by such Underlying Issuer pursuant to such Underlying
Letter of Credit and to accept and rely upon the Issuing Lender’s instructions
with respect to all matters arising in connection with such Underlying Letter
of Credit and the related application.



               (e) Any and all customary charges, commissions, fees, and costs incurred
by the Issuing Lender relating to Underlying Letters of Credit shall be Lender
Group Expenses for purposes of this Agreement and immediately shall be
reimbursable by Borrower to Agent for the account of the Issuing Lender; it
being acknowledged and agreed by Borrower that, as of the Closing Date, the
issuance charge imposed by the prospective Underlying Issuer is .825% per annum
times the face amount of each Underlying Letter of Credit, that such issuance
charge may be changed from time to time, and that the Underlying
Issuer also imposes a schedule of charges for amendments, extensions,
drawings, and renewals.



               (f) If by reason of (i) any change after the Closing Date in any
applicable law, treaty, rule, or regulation or any change in the interpretation
or application thereof by any Governmental Authority, or (ii) compliance by the
Underlying Issuer or the Lender Group with any direction, request, or
requirement (irrespective of whether having the force of law) of any
Governmental Authority or monetary authority including, Regulation D of the
Federal Reserve Board as from time to time in effect (and any successor
thereto):




		
	 	     (i)     any reserve, deposit, or similar requirement is or shall
be imposed or modified in respect of any Letter of Credit issued
hereunder, or



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	 	     (ii)     there shall be imposed on the Underlying Issuer or the
Lender Group any other condition regarding any Underlying Letter of
Credit or any Letter of Credit issued pursuant hereto,



and the result of the foregoing is to increase, directly or indirectly, the
cost to the Lender Group of issuing, making, guaranteeing, or maintaining any
Letter of Credit or to reduce the amount receivable in respect thereof by the
Lender Group, then, and in any such case, Agent may, at any time within a
reasonable period after the additional cost is incurred or the amount received
is reduced, notify Borrower, and Borrower shall pay on demand such amounts as
Agent may specify to be necessary to compensate the Lender Group for such
additional cost or reduced receipt, together with interest on such amount from
the date of such demand until payment in full thereof at the rate then
applicable to Base Rate Loans hereunder. The determination by Agent of any
amount due pursuant to this Section, as set forth in a certificate setting
forth the calculation thereof in reasonable detail, shall, in the absence of
manifest or demonstrable error, be final and conclusive and binding on all of
the parties hereto.


     2.13 LIBOR Option.


               (a) Interest and Interest Payment Dates. In lieu of having interest
charged at the rate based upon the Base Rate, Borrower shall have the option
(the “LIBOR Option”) to have interest on all or a portion of the Advances or
the Term Loan be charged at a rate of interest based upon the LIBOR Rate.
Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last
day of the Interest Period applicable thereto, (ii) 90 days after the first day
of the Interest Period applicable thereto, (iii) the occurrence of an Event of
Default in consequence of which the Required Lenders or Agent on behalf thereof
elect to accelerate the maturity of all or any portion of the Obligations, or
(iv) termination of this Agreement pursuant to the terms hereof. On the last
day of each applicable Interest Period, unless Borrower properly has exercised
the LIBOR Option with respect thereto, the interest rate applicable to such
LIBOR Rate Loan automatically shall convert to the rate of interest then
applicable to Base Rate Loans of the same type hereunder. At any time that an
Event of
Default has occurred and is continuing, Borrower no longer shall have the
option to request that Advances or the Term Loan bear interest at the LIBOR
Rate and Agent shall have the right to convert the interest rate on all
outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans
hereunder.



               (b) LIBOR Election.




		
	 	     (i)     Borrower may, at any time and from time to time, so long
as no Event of Default has occurred and is continuing, elect to
exercise the LIBOR Option by notifying Agent prior to 11:00 a.m.
(California time) at least 3 Business Days prior to the
commencement of the proposed Interest Period (the “LIBOR
Deadline”). Notice of Borrower’s election of the LIBOR Option for
a permitted portion of the Advances or the Term Loan and an
Interest Period pursuant to this Section shall be made by delivery
to Agent of a LIBOR Notice



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	 	     received by Agent before the LIBOR
Deadline, or by telephonic notice received by Agent before the
LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR
Notice received by Agent prior to 5:00 p.m. (California time) on
the same day). Promptly upon its receipt of each such LIBOR
Notice, Agent shall provide a copy thereof to each of the Lenders
having a Revolver Commitment.




		
	 	     (ii)     Each LIBOR Notice shall be irrevocable and binding on
Borrower. In connection with each LIBOR Rate Loan, Borrower shall
indemnify, defend, and hold Agent and the Lenders harmless against
any loss, cost, or expense incurred by Agent or any Lender as a
result of (a) the payment of any principal of any LIBOR Rate Loan
other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion
of any LIBOR Rate Loan other than on the last day of the Interest
Period applicable thereto, or (c) the failure to borrow, convert,
continue or prepay any LIBOR Rate Loan on the date specified in any
LIBOR Notice delivered pursuant hereto (such losses, costs, and
expenses, collectively, “Funding Losses”). Funding Losses shall,
with respect to Agent or any Lender, be deemed to equal the amount
determined by Agent or such Lender to be the excess, if any, of (i)
the amount of interest that would have accrued on the principal
amount of such LIBOR Rate Loan had such event not occurred, at the
LIBOR Rate that would have been applicable thereto, for the period
from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow,
convert, or continue, for the period that would have been the
Interest Period therefor), minus (ii) the amount of interest that
would accrue on such principal amount for such period at the
interest rate which Agent or such Lender would be offered were it
to be offered, at the commencement of such period, Dollar deposits
of a comparable amount and period in the London interbank market.
A certificate of Agent or a Lender delivered to Borrower setting
forth any amount or amounts that
Agent or such Lender is entitled to receive pursuant to this
Section 2.13 shall be conclusive absent manifest error.




		
	 	     (iii)     Borrower shall have not more than 5 LIBOR Rate Loans in
effect at any given time. Borrower only may exercise the LIBOR
Option for LIBOR Rate Loans of at least $1,000,000 and integral
multiples of $500,000 in excess thereof.



               (c) Prepayments. Borrower may prepay LIBOR Rate Loans at any time;
provided, however, that in the event that LIBOR Rate Loans are prepaid on any
date that is not the last day of the Interest Period applicable thereto,
including as a result of any automatic prepayment through the required
application by Agent of proceeds of Borrower’s and its Subsidiaries’
Collections in accordance with Section 2.4(b) or for any other reason,
including early termination of the term of this Agreement or acceleration of
all or any portion of the Obligations pursuant to the terms hereof, Borrower
shall indemnify, defend, and hold




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Agent and the Lenders and their Participants
harmless against any and all Funding Losses in accordance with clause (b)(ii)
above.


               (d) Special Provisions Applicable to LIBOR Rate.




		
	 	     (i)     The LIBOR Rate may be adjusted by Agent with respect to
any Lender on a prospective basis to take into account any
additional or increased costs to such Lender of maintaining or
obtaining any eurodollar deposits or increased costs due to changes
in applicable law occurring subsequent to the commencement of the
then applicable Interest Period, including changes in tax laws
(except changes of general applicability in corporate income tax
laws) and changes in the reserve requirements imposed by the Board
of Governors of the Federal Reserve System (or any successor),
excluding the Reserve Percentage, which additional or increased
costs would increase the cost of funding loans bearing interest at
the LIBOR Rate. In any such event, the affected Lender shall give
Borrower and Agent notice of such a determination and adjustment
and Agent promptly shall transmit the notice to each other Lender
and, upon its receipt of the notice from the affected Lender,
Borrower may, by notice to such affected Lender (y) require such
Lender to furnish to Borrower a statement setting forth the basis
for adjusting such LIBOR Rate and the method for determining the
amount of such adjustment, or (z) repay the LIBOR Rate Loans with
respect to which such adjustment is made (together with any amounts
due under clause (b)(ii) above).




		
	 	     (ii)     In the event that any change in market conditions or any
law, regulation, treaty, or directive, or any change therein or in
the interpretation of application thereof, shall at any time after
the date hereof, in the reasonable opinion of any Lender, make it
unlawful or impractical for such Lender to fund or maintain LIBOR
Advances or to continue such funding or maintaining, or to
determine or charge interest rates at the LIBOR Rate, such
Lender shall give notice of such changed circumstances to
Agent and Borrower and Agent promptly shall transmit the notice to
each other Lender and (y) in the case of any LIBOR Rate Loans of
such Lender that are outstanding, the date specified in such
Lender’s notice shall be deemed to be the last day of the Interest
Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate
Loans of such Lender thereafter shall accrue interest at the rate
then applicable to Base Rate Loans, and (z) Borrower shall not be
entitled to elect the LIBOR Option until such Lender determines
that it would no longer be unlawful or impractical to do so.



               (e) No Requirement of Matched Funding. Anything to the contrary contained
herein notwithstanding, neither Agent, nor any Lender, nor any of their
Participants, is required actually to acquire eurodollar deposits to fund or
otherwise match fund any Obligation as to which interest accrues at the LIBOR
Rate. The provisions of this Section shall apply as if each Lender or its
Participants had match funded any Obligation as




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to which interest is accruing
at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in
the amount of the LIBOR Rate Loans.


     2.14 Capital Requirements. If, after the date hereof, any Lender
determines that (i) the adoption of or change in any law, rule, regulation or
guideline regarding capital requirements for banks or bank holding companies,
or any change in the interpretation or application thereof by any Governmental
Authority charged with the administration thereof, or (ii) compliance by such
Lender or its parent bank holding company with any guideline, request, or
directive of any such entity regarding capital adequacy (whether or not having
the force of law), has the effect of reducing the return on such Lender’s or
such holding company’s capital as a consequence of such Lender’s Commitments
hereunder to a level below that which such Lender or such holding company could
have achieved but for such adoption, change, or compliance (taking into
consideration such Lender’s or such holding company’s then existing policies
with respect to capital adequacy and assuming the full utilization of such
entity’s capital) by any amount deemed by such Lender to be material, then such
Lender may notify Borrower and Agent thereof. Following receipt of such
notice, Borrower agrees to pay such Lender on demand the amount of such
reduction of return of capital as and when such reduction is determined,
payable within 90 days after presentation by such Lender of a statement in the
amount and setting forth in reasonable detail such Lender’s calculation thereof
and the assumptions upon which such calculation was based (which statement
shall be deemed true and correct absent manifest error). In determining such
amount, such Lender may use any reasonable averaging and attribution methods.


     2.15 Registered Notes. Agent, acting for these purposes solely as agent of
Borrower, shall maintain the Register referred to in Section 14.1. The
Borrowings recorded on the Register (a “Registered Loan”) may not be evidenced
by promissory notes other than Registered Notes
(as defined below). Upon the registration of the Borrowings, Borrower
agrees, at the request of any Lender, to execute and deliver to such Lender a
promissory note, in conformity with the terms of this Agreement, in registered
form to evidence such Registered Loan, in form and substance reasonably
satisfactory to such Lender, and registered as provided in Section 14.1 (a
“Registered Note”), payable to the order of such Lender and otherwise duly
completed. Once recorded on the Register, the Borrowings evidenced by such
Registered Note may not be removed from the Register so long as they remain
outstanding, and a Registered Note may not be exchanged for a promissory note
that is not a Registered Note.


     2.16 Securitization. Borrower hereby acknowledges that the Lenders and
each of their Affiliates may sell or securitize the Borrowings (a
“Securitization”) through the pledge of the Borrowings as collateral security
for loans to such Lenders or their Affiliates or through the sale of the
Borrowings or the issuance of direct or indirect interests in the Borrowings,
which loans to such Lenders or their Affiliate or direct or indirect interests
will be rated by Moody’s, Standard & Poor’s or one or more other rating
agencies (the “Rating Agencies”). Borrower shall undertake commercially
reasonable efforts with such Lenders and their Affiliates to effect the
Securitization including, without limitation, by (a) amending this Agreement
and the other Loan Documents, and executing such additional documents, as


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reasonably requested by such Lenders in connection with the Securitization,
provided that (i) any such amendment or additional documentation does not
impose costs on Borrower and the Lender that elects to securitize its
Borrowings shall pay for costs and expenses associated therewith, and (ii) any
such amendment or additional documentation does not materially adversely affect
the rights, or materially increase the obligations, of Borrower under the Loan
Documents or change or affect in a manner adverse to Borrower the financial
terms of the Borrowings, (b) providing such information as may be reasonably
requested by such Lenders in connection with the rating of the Borrowings or
the Securitization, and (c) providing in connection with any rating of the
Borrowings a certificate (i) agreeing to indemnify such Lenders and any of
their Affiliates, any of the Rating Agencies, or any party providing credit
support or otherwise participating in the Securitization (collectively, the
“Securitization Parties”) for any losses, claims, damages or liabilities (the
“Liabilities”) to which such Lenders, their Affiliates or such Securitization
Parties may become subject insofar as the Liabilities arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Loan Document or in any writing delivered by or on behalf of
Borrower or its Affiliates to the Lender Group in connection with any Loan
Document or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary in
order to make the statements therein, in light of the circumstances under which
they were made not misleading, and such indemnity shall survive any transfer by
any Lender or its successors or assigns of the Borrowings, and (ii) agreeing to
reimburse such Lenders and any of their Affiliates for any legal or other
expenses reasonably incurred by such Persons in connection with defending the
Liabilities.


3. CONDITIONS; TERM OF AGREEMENT.


     3.1 Conditions Precedent
to the Initial Extension of Credit. The
obligation of the Lender Group (or any member thereof) to make the initial
Advance (or otherwise to extend any credit provided for hereunder), is subject
to the fulfillment, to the satisfaction of Agent, of each of the conditions
precedent set forth below:


               (a) the Closing Date shall occur on or before March 21, 2003;



               (b) Agent shall have received a UCC Filing Authorization Letter, duly
executed by Borrower and each Guarantor, together with appropriate financing
statements on Form UCC-1 duly filed in such office or offices as may be
necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens
in and to the Collateral, and Agent shall have received searches reflecting the
filing of all such financing statements;



               (c) Agent shall have received each of the following documents, in form and
substance satisfactory to Agent, duly executed, and each such document shall be
in full force and effect:




		
	 	     (i)     the Cash Management Agreements,




		
	 	     (ii)     the Control Agreements,



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	 	     (iii)     the Copyright Security Agreements,
	 
	 	     (iv)     the Disbursement Agreement,
	 
	 	     (v)     the Fee Letter,
	 
	 	     (vi)     the Guarantor Security Agreement,
	 
	 	     (vii)     the Guarantor Stock Pledge Agreement, together with all
certificates representing the shares of Capital Stock pledged
thereunder, as well as stock powers with respect thereto endorsed
in blank,
	 
	 	     (viii)     the Guaranty,
	 
	 	     (ix)     the Intercompany Subordination Agreement,
	 
	 	     (x)     the Intercreditor Agreement,
	 
	 	     (xi)     the Mortgage,
	 
	 	     (xii)     the Patent Security Agreements,
	 
	 	     (xiii)     the Pay-Off Letter, together with UCC assignment
statements and other documentation evidencing the assignment or
termination (as
requested by Agent) by Existing Lender of its Liens in and to
the properties and assets of Parent and its Subsidiaries,




		
	 	     (xiv)     the Borrower Stock Pledge Agreement, together with all
certificates representing the shares of Capital Stock pledged
thereunder, as well as stock powers with respect thereto endorsed
in blank, and




		
	 	     (xv)     the Trademark Security Agreements;



               (d) Agent shall have received a certificate from the Secretary of Borrower
attesting to the resolutions of Borrower’s board of directors authorizing its
execution, delivery, and performance of this Agreement and the other Loan
Documents to which Borrower is a party and authorizing specific officers of
Borrower to execute the same;



               (e) Agent shall have received copies of Borrower’s Governing Documents, as
amended, modified, or supplemented to the Closing Date, certified by the
Secretary of Borrower;



               (f) Agent shall have received a certificate of status with respect to
Borrower, dated within 10 days of the Closing Date, such certificate to be
issued by the appropriate officer of the jurisdiction of organization of
Borrower, which certificate shall indicate that Borrower is in good standing in
such jurisdiction;



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               (g) Agent shall have received certificates of status with respect to
Borrower, each dated within 30 days of the Closing Date, such certificates to
be issued by the appropriate officer of the jurisdictions (other than the
jurisdiction of organization of Borrower) in which its failure to be duly
qualified or licensed would constitute a Material Adverse Change, which
certificates shall indicate that Borrower is in good standing in such
jurisdictions;



               (h) Agent shall have received a certificate from the Secretary of each
Guarantor attesting to the resolutions of such Guarantor’s board of directors
or other governing body authorizing its execution, delivery, and performance of
the Loan Documents to which such Guarantor is a party and authorizing specific
officers of such Guarantor to execute the same;



               (i) Agent shall have received copies of each Guarantor’s Governing
Documents, as amended, modified, or supplemented to the Closing Date, certified
by the Secretary of such Guarantor;



               (j) Agent shall have received a certificate of status with respect to each
Guarantor, dated within 10 days of the Closing Date, such certificate to be
issued by the appropriate officer of the jurisdiction of organization of such
Guarantor, which certificate shall indicate that such Guarantor is in good
standing in such jurisdiction;



               (k) Agent shall have received certificates of status with respect to each
Guarantor, each dated within 30 days of the Closing Date, such certificates to
be issued by the appropriate officer of the United States jurisdictions (other
than the jurisdiction of organization of such Guarantor) in which its failure
to be duly qualified or licensed would constitute a Material Adverse Change,
which certificates shall indicate that such Guarantor is in good standing in
such jurisdictions;



               (l) Agent shall have received a certificate of insurance, together with
the endorsements thereto, as are required by Section 6.8, the form and
substance of which shall be satisfactory to Agent;



               (m) Agent shall have received an opinion of Borrower’s and Guarantor’s
counsel in form and substance satisfactory to Agent;



               (n) Agent shall have engaged a valuation firm to appraise Borrower’s EDI
Services and software maintenance business;



               (o) Agent shall have received satisfactory evidence (including a
certificate of the chief financial officer of Borrower) that all tax returns
required to be filed by Borrower and its Subsidiaries have been timely filed
(subject to permitted extensions properly requested) and all taxes upon
Borrower and its Subsidiaries or their properties, assets, income, and
franchises (including Real Property taxes, sales taxes, and payroll taxes) have
been paid prior to delinquency, except such taxes that are the subject of a
Permitted Protest;



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               (p) Borrower shall have the Required Availability after giving effect to
the initial extensions of credit hereunder and the payment of all fees and
expenses required to be paid by Borrower on the Closing Date under this
Agreement or the other Loan Documents;



               (q) Agent shall have completed its business, legal, and collateral due
diligence, including a collateral audit and review of Borrower’s and its
Subsidiaries books and records and verification of Borrower’s representations
and warranties to the Lender Group, the results of which shall be satisfactory
to Agent;



               (r) Agent shall have received audited financial statements of Parent and
its Subsidiaries for the fiscal year ended December 31, 2002, which shall be
satisfactory to Agent in its sole discretion and materially consistent with the
information previously provided to Agent;



               (s) Agent shall have received Borrower’s Closing Date Business Plan;



               (t) Borrower shall have paid all Lender Group Expenses incurred in
connection with the transactions evidenced by this Agreement;



               (u) Agent shall have received copies of each of the material
Recapitalization Documents, the material Senior Note Documents, and the
material Senior Subordinated Note Documents, together with a certificate of the
Secretary of Borrower certifying each such document as being a true, correct,
and complete copy thereof, which documents shall be in form and substance
satisfactory to Agent;



               (v) Agent shall have received, in immediately available funds, proceeds of
the issuance of the Senior Notes in an amount which is not less than
$96,570,371.62, to be disbursed in accordance with the Disbursement Agreement;



               (w) Borrower and each of its Subsidiaries shall have received all
licenses, approvals or evidence of other actions required by any Governmental
Authority in connection with the execution and delivery by Borrower or its
Subsidiaries of the Loan Document or with the consummation of the transactions
contemplated thereby; and



               (x) all other documents and legal matters in connection with the
transactions contemplated by this Agreement shall have been delivered,
executed, or recorded and shall be in form and substance satisfactory to Agent.



     3.2 Conditions Subsequent to
the Initial Extension of Credit. The
obligation of the Lender Group (or any member thereof) to continue to make
Advances (or otherwise extend credit hereunder) is subject to the fulfillment,
on or before the date applicable thereto, of each of the conditions subsequent
set forth below (the failure by Borrower to so perform or cause to be performed
constituting an Event of Default):


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               (a) within 10 days of the Closing Date, Agent shall have received a
mortgagee title insurance policy (or marked commitment to issue the same) for
the Real Property Collateral issued by a title insurance company satisfactory
to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”)
in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real
Property Collateral are valid and enforceable first priority mortgage Liens on
such Real Property Collateral free and clear of all defects and encumbrances
except Permitted Liens, and the Mortgage Policies otherwise shall be in form
and substance reasonably satisfactory to Agent;



               (b) within 10 days of the Closing Date, execute and deliver to Agent each
of the Foreign Pledge Agreements, with respect to each Material Foreign
Subsidiary (other than Business Commerce Australia Pty. Ltd.) that is a direct
Subsidiary of Borrower or a Guarantor (unless the Required Lenders elect
otherwise) together with such opinions of counsel, Capital Stock certificates,
stock powers, and other documents as Agent shall require in its discretion;



               (c) within 30 days of the Closing Date, deliver to Agent certified copies
of the policies of insurance, together with the endorsements thereto, as are
required by
Section 6.8, the form and substance of which shall be reasonably
satisfactory to Agent and its counsel; and



               (d) within 30 days of the Closing Date, Agent shall have received
completed reference checks with respect to Borrower’s chief executive officer,
the results of which are satisfactory to Agent in its sole discretion;



               (e) Parent and Borrower shall, and shall cause each of the other
Guarantors to, use their commercially reasonable efforts to obtain a Collateral
Access Agreement, executed and delivered by each party thereto, with respect to
Borrower’s headquarters at 100 Edison Park Drive, Gaithersburg, Maryland;



               (f) within 60 days of the Closing Date, the Bank of America Accounts shall
have been closed and thereafter all Collections shall be delivered to a Cash
Management Bank Account other than the Bank of America Accounts;



               (g) after the Closing Date, Parent and Borrower shall, and shall cause
their respective Subsidiaries to, reasonably cooperate with the valuation firm
retained by Agent, and shall make such information reasonably available to
Agent and such valuation firm as such valuation firm shall reasonably require,
in each case in order to enable such valuation firm to complete the valuation
report regarding Parent’s and its Subsidiaries’ EDI Services and software
maintenance business.”



     3.3 Conditions Precedent to all
Extensions of Credit. The obligation of
the Lender Group (or any member thereof) to make any Advances hereunder at any
time (or to extend any other credit hereunder) shall be subject to the
following conditions precedent:


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               (a) the representations and warranties contained in this Agreement and the
other Loan Documents shall be true and correct in all material respects on and
as of the date of such extension of credit, as though made on and as of such
date (except to the extent that such representations and warranties relate
solely to an earlier date),



               (b) no Default or Event of Default shall have occurred and be continuing
on the date of such extension of credit, nor shall either result from the
making thereof,



               (c) no injunction, writ, restraining order, or other order of any nature
restricting or prohibiting, directly or indirectly, the extending of such
credit shall have been issued and remain in force by any Governmental Authority
against Borrower, Agent, any Lender, or any of their Affiliates, and



               (d) no Material Adverse Change shall have occurred.



     3.4 Term. This Agreement shall continue in full force and effect for a term
ending on March 21, 2007 (the “Maturity Date”). The foregoing notwithstanding,
the Lender Group, upon the election of the Required Lenders, shall have the
right to terminate its obligations under this Agreement immediately and without
notice upon the occurrence and during the continuation of an Event of Default.


     3.5 Effect of Termination. On the date of termination of this Agreement,
all Obligations (including contingent reimbursement obligations of Borrower
with respect to outstanding Letters of Credit and including all Bank Product
Obligations) immediately shall become due and payable without notice or demand
(including (a) either (i) providing cash collateral to be held by Agent for the
benefit of those Lenders with a Revolver Commitment in an amount equal to 105%
of the then extant Letter of Credit Usage, (ii) causing the original Letters of
Credit to be returned to the Issuing Lender, or (iii) providing letters of
credit, in form and substance satisfactory to Agent, from a financial
institution which is satisfactory to Agent, in an aggregate amount equal to
100% of the then extant Letter of Credit Usage, together with cash collateral
to be held by Agent for the benefit of those Lenders with a Revolver Commitment
in an amount equal to 5% of the then extant Letter of Credit Usage and (b)
providing cash collateral (in an amount determined by Agent as sufficient to
satisfy the reasonably estimated credit exposure) to be held by Agent for the
benefit of the Bank Product Providers with respect to the then extant Bank
Product Obligations). No termination of this Agreement, however, shall relieve
or discharge Borrower or its Subsidiaries of their duties, Obligations, or
covenants hereunder and the Agent’s Liens in the Collateral shall remain in
effect until all Obligations have been paid in full and the Lender Group’s
obligations to provide additional credit hereunder have been terminated. When
this Agreement has been terminated and all of the Obligations have been paid in
full and the Lender Group’s obligations to provide additional credit under the
Loan Documents have been terminated irrevocably, Agent will, at Borrower’s sole
expense, execute and deliver any UCC termination statements, lien releases,
mortgage releases, re-assignments of trademarks, discharges of security
interests, and other similar discharge or


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release documents (and, if
applicable, in recordable form) as are reasonably necessary to release, as of
record, the Agent’s Liens and all notices of security interests and liens
previously filed by Agent with respect to the Obligations.


     3.6 Early Termination by Borrower. Borrower has the option, at any time
upon 60 days prior written notice to Agent, to terminate this Agreement by
paying to Agent, in cash, the Obligations (including (a) either (i) providing
cash collateral to be held by Agent for the benefit of those Lenders with a
Revolver Commitment in an amount equal to 105% of the then extant Letter of
Credit Usage, (ii) causing the original Letters of Credit to be returned to the
Issuing Lender, or (iii) providing letters of credit, in form and substance
satisfactory to Agent, from a financial institution which is satisfactory to
Agent, in an aggregate amount equal to 100% of the then extant Letter of Credit
Usage, together with cash collateral to be held by Agent for the benefit of
those Lenders with a Revolver Commitment in an amount equal to 5% of the then
extant Letter of Credit Usage, and (b) providing cash collateral (in an
amount determined by Agent as sufficient to satisfy the reasonably estimated
credit exposure) to be held by Agent for the benefit of the Bank Product
Providers with respect to the then extant Bank Product Obligations), in full,
together with the Applicable Prepayment Premium (to be allocated based upon
letter agreements between Agent and individual Lenders). If Borrower has sent
a notice of termination pursuant to the provisions of this Section, then the
Commitments shall terminate and Borrower shall be obligated to repay the
Obligations (including (a) either (i) providing cash collateral to be held by
Agent for the benefit of those Lenders with a Revolver Commitment in an amount
equal to 105% of the then extant Letter of Credit Usage, , (ii) causing the
original Letters of Credit to be returned to the Issuing Lender, or (iii)
providing letters of credit, in form and substance satisfactory to Agent, from
a financial institution which is satisfactory to Agent, in an aggregate amount
equal to 100% of the then extant Letter of Credit Usage, together with cash
collateral to be held by Agent for the benefit of those Lenders with a Revolver
Commitment in an amount equal to 5% of the then extant Letter of Credit Usage,
and (b) providing cash collateral (in an amount determined by Agent as
sufficient to satisfy the reasonably estimated credit exposure) to be held by
Agent for the benefit of the Bank Product Providers with respect to the then
extant Bank Product Obligations), in full, together with the Applicable
Prepayment Premium, on the date set forth as the date of termination of this
Agreement in such notice. In the event of the termination of this Agreement
and repayment of the Obligations at any time prior to the Maturity Date, for
any other reason, including (a) termination upon the election of the Required
Lenders to terminate after the occurrence and during the continuation of an
Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the
Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or
compromise of the Obligations by the confirmation of a plan of reorganization
or any other plan of compromise, restructure, or arrangement in any Insolvency
Proceeding, then, in view of the impracticability and extreme difficulty of
ascertaining the actual amount of damages to the Lender Group or profits lost
by the Lender Group as a result of such early termination, and by mutual
agreement of the parties as to a reasonable estimation and calculation of the
lost profits or damages of the Lender Group, Borrower shall pay the Applicable
Prepayment Premium to Agent (to be allocated based upon letter agreements
between Agent and individual Lenders), measured as of the date of such
termination.


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4. CREATION OF SECURITY INTEREST.



     4.1 Grant of Security Interest. Borrower hereby grants to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a continuing
security interest in all of its right, title, and interest in all currently
existing and hereafter acquired or arising Borrower Collateral in order to
secure prompt repayment of any and all of the Obligations in accordance with
the terms and conditions of the Loan Documents and in order to secure prompt
performance by Borrower of each of its covenants and duties under the Loan
Documents. The Agent’s Liens in and to the Borrower Collateral shall attach to
all Borrower Collateral without further act on the part of Agent or Borrower.
Anything contained in this Agreement or any other Loan Document
to the contrary notwithstanding, except for sales of asset not
constituting Asset Sales, Parent and its Subsidiaries have no authority,
express or implied, to dispose of any item or portion of the Collateral.


     4.2 Negotiable Collateral. In the event that any Borrower Collateral,
including proceeds, is evidenced by or consists of Negotiable Collateral, and
if and to the extent that Agent determines that perfection or priority of
Agent’s security interest is dependent on or enhanced by possession, Borrower,
promptly upon the request of Agent, shall endorse and deliver physical
possession of such Negotiable Collateral to Agent.


     4.3 Collection of Accounts, General Intangibles, and Negotiable
Collateral. At any time after the occurrence and during the continuation of an
Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of
Borrower that Borrower’s Accounts, chattel paper, or General Intangibles have
been assigned to Agent or that Agent has a security interest therein, or (b)
collect Borrower’s Accounts, chattel paper, or General Intangibles directly and
charge the actual out of pocket collection costs and expenses to the Loan
Account. Borrower agrees that it will hold in trust for the Lender Group, as
the Lender Group’s trustee, any of its or its Subsidiaries’ Collections that it
receives and promptly will deliver such Collections to Agent or a Cash
Management Bank in their original form as received by Parent or its
Subsidiaries.


     4.4 Filing of Financing Statements; Commercial Tort Claims; Delivery of
Additional Documentation Required.


               (a) Parent and Borrower each authorize Agent to file any financing
statement necessary or reasonably desirable to effectuate the transactions
contemplated by the Loan Documents, and any continuation statement or amendment
with respect thereto, in any appropriate filing office without the signature of
Parent or Borrower where permitted by applicable law. Parent and Borrower
hereby ratify the filing of any financing statement filed without the signature
of Parent or Borrower prior to the date hereof.



               (b) If Parent or its Subsidiaries acquire any commercial tort claims after
the date hereof which involve a claim amount of more than $10,000,000, or with
respect to which a written claim or other litigation has been commenced, Parent
shall promptly (but in any event within 10 Business Days after such
acquisition) deliver to Agent a written description of such commercial tort
claim and shall deliver a written agreement, in form and



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substance satisfactory
to Agent, pursuant to which Parent or its Subsidiary, as applicable, shall
pledge and collaterally assign all of its right, title and interest in and to
such commercial tort claim to Agent, as security for the Obligations (a
“Commercial Tort Claim Assignment”).


               (c) At any time upon the request of Agent, Borrower shall execute or
deliver to Agent, and shall cause its Subsidiaries to execute or deliver to
Agent, any and all financing statements, original financing statements in lieu
of continuation statements, fixture filings, security agreements, pledges,
assignments, Commercial Tort Claim Assignments, endorsements of certificates of
title, and all other documents (collectively, the “Additional Documents”) that
Agent may request in its Permitted Discretion, in form and substance reasonably
satisfactory to Agent, to create, perfect, and continue perfected or to better
perfect the Agent’s Liens in the assets of Parent and its Subsidiaries (whether
now owned or hereafter arising or acquired, tangible or intangible, real or
personal), to create and perfect Liens in favor of Agent in any Real Property
acquired after the Closing Date, and in order to fully consummate all of the
transactions contemplated hereby and under the other Loan Documents. To the
maximum extent permitted by applicable law, Borrower authorizes Agent to
execute any such Additional Documents in Borrower’s name and authorizes Agent
to file such executed Additional Documents in any appropriate filing office.
In addition, on such periodic basis as Agent shall reasonably request, Borrower
shall (i) provide Agent with a report of all new registered patents, copyrights
or trademarks of Borrower or any Guarantor, (ii) unless Borrower, in its
commercially reasonable judgment, decides otherwise, cause all material
patents, copyrights, and trademarks acquired or generated by Parent or its
Subsidiaries that are not already the subject of a registration with the
appropriate filing office (or an application therefor diligently prosecuted) to
be registered with such appropriate filing office in a manner sufficient to
impart constructive notice of Parent’s or the applicable Subsidiary’s ownership
thereof, and (iii) cause to be prepared, executed, and delivered to Agent
supplemental schedules to the applicable Loan Documents to identify such
patents, copyrights, and trademarks as being subject to the security interests
created thereunder.



     4.5 Power of Attorney. Parent and Borrower hereby irrevocably make,
constitute, and appoint Agent (and any of Agent’s officers, employees, or
agents designated by Agent) as Parent’s and Borrower’s true and lawful
attorney, with power to (a) if Parent or Borrower refuse to, or fail timely to
execute and deliver any of the documents described in Section 4.4, sign the
name of Parent or Borrower on any of the documents described in Section 4.4,
(b) at any time that an Event of Default has occurred and is continuing, sign
Parent’s or Borrower’s name on any invoice or bill of lading relating to the
Borrower Collateral, drafts against Account Debtors, or notices to Account
Debtors, (c) send requests for verification of Parent’s or its Subsidiaries’
Accounts, (d) endorse Parent’s or Borrower’s name on any payment item
(including all Collections) that may come into the Lender Group’s possession,
(e) at any time that an Event of Default has occurred and is continuing, make,
settle, and adjust all claims under Parent’s or Borrower’s policies of
insurance and make all determinations and decisions with respect to such
policies of insurance, and (f) at any time that an Event of Default has
occurred and is continuing, settle and adjust disputes and claims respecting
Parent’s or its Subsidiaries’ Accounts, chattel paper, or General Intangibles
directly with Account Debtors,


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for amounts and upon terms that Agent determines
to be reasonable, and Agent may cause to be executed and delivered any
documents and releases that Agent determines to be necessary. The appointment
of Agent as Parent’s and Borrower’s attorney, and each and
every one of its rights and powers, being coupled with an interest, is
irrevocable until all of the Obligations have been fully and finally repaid and
performed and the Lender Group’s obligations to extend credit hereunder are
terminated.


     4.6 Right to Inspect. Agent and each Lender (through any of their
respective officers, employees, or agents) shall have the right, so long as no
Default or Event of Default has occurred and is continuing, during normal
business hours and subject to Borrower’s customary security precautions, or if
a Default or an Event of Default has occurred and is continuing, at any time,
to inspect the Books and make copies or abstracts thereof and to check, test,
and appraise the Collateral, or any portion thereof, in order to verify
Parent’s and its Subsidiaries’ financial condition or the amount, quality,
value, condition of, or any other matter relating to, the Collateral.


     4.7 Control Agreements. Subject to the proviso contained in Section 7.12,
Parent and Borrower each agrees that it will not, and will not permit the other
Guarantors to, transfer assets out of any of their Deposit Accounts or
Securities Accounts; provided, however, that so long as no Event of Default has
occurred and is continuing or would result therefrom, Borrower and the
Guarantors may use such assets (and the proceeds thereof) to the extent not
prohibited by this Agreement or the other Loan Documents and, if the transfer
is to another bank or securities intermediary, so long as Borrower (or a
Guarantor, as applicable), Agent, and the substitute bank or securities
intermediary have entered into a Control Agreement. Subject to the proviso
contained in Section 7.12, Parent and Borrower each agrees that it will and
will cause the Guarantors to take any or all reasonable steps that Agent
requests in order for Agent to obtain control in accordance with Sections
9-104, 9-105, 9-106, and 9-107 of the Code with respect to any of its or their
Securities Accounts, Deposit Accounts, electronic chattel paper, Investment
Property, and letter-of-credit rights. No arrangement contemplated hereby or
by any Control Agreement in respect of any Securities Accounts or other
Investment Property shall be modified by Borrower or any Guarantor without the
prior written consent of Agent. Upon the occurrence and during the continuance
of an Event of Default, Agent may notify any bank or securities intermediary to
liquidate the applicable Deposit Account or Securities Account or any related
Investment Property maintained or held thereby and remit the proceeds thereof
to the Agent’s Account.


5. REPRESENTATIONS AND WARRANTIES.



          In order to induce the Lender Group to enter into this Agreement, Parent
and Borrower each, jointly and severally, make the following representations
and warranties to the Lender Group which shall be true, correct, and complete,
in all material respects, as of the date hereof, and shall be true, correct,
and complete, in all material respects, as of the Closing Date, and at and as
of the date of the making of each Advance (or other extension of credit) made
thereafter, as though made on and as of the date of such Advance (or other
extension of credit) (except to the extent that such representations and
warranties relate



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solely to an earlier date) and such representations and warranties shall
survive the execution and delivery of this Agreement:


     5.1 No Encumbrances. Parent and its Restricted Subsidiaries have good and
indefeasible title to their personal property assets and good, sufficient and
legal title to their owned Real Property, in each case, free and clear of Liens
except for Permitted Liens.


     5.2 [Intentionally Omitted].


     5.3 [Intentionally Omitted].


     5.4
Equipment. All of the Equipment of Parent and its Restricted
Subsidiaries is used or held for use in their business and is fit for such
purposes, ordinary wear and tear excepted.


     5.5 Location of Inventory and Equipment. The Inventory and Equipment of
Borrower and the Guarantors are not stored with a bailee, warehouseman, or
similar party and are located only at, or in-transit between, the locations
identified on Schedule 5.5 (as such Schedule may be updated pursuant to Section
6.9), except for Inventory or Equipment which, in the ordinary course of
business, is (i) in transit from a supplier to the Parent or any of its
Restricted Subsidiaries, (ii) in transit to customers of Parent or its
Restricted Subsidiaries or (iii) located at General Electric Company (or its
Affiliates), a customer location or other remote location (including at
telecommunication providers) and in the aggregate is not material.


     5.6 [Intentionally Omitted].


     5.7 Jurisdiction of Incorporation; Location of Chief Executive Office;
FEIN; Organizational ID Number; Commercial Tort Claims.


          (a) The jurisdiction of organization of Borrower and each Guarantor is set
forth on Schedule 5.7(a).



          (b) The chief executive office of Borrower and each Guarantor is located
at the address indicated on Schedule 5.7(b) (as such Schedule may be updated
pursuant to Section 6.9).



          (c) Borrower’s and each Guarantor’s FEIN and organizational identification
number, if any, are identified on Schedule 5.7(c).



          (d) As of the Closing Date, Borrower and the Guarantors do not hold any
commercial tort claims required to be pledged to Agent pursuant to Section
4.4(b), except as set forth on Schedule 5.7(d).



     5.8 Due Organization and Qualification; Subsidiaries.


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               (a) Parent is duly organized and existing and in good standing under the
laws of the jurisdiction of its organization and qualified to do business in
any state where the failure to be so qualified reasonably could be expected to
have a Material Adverse Change.



               (b) Set forth on Schedule 5.8(b), is a complete and accurate description
of the authorized Capital Stock of Parent, by class, and, as of the Closing
Date, a description of the number of shares of each such class that are issued
and outstanding. Other than as described on Schedule 5.8(b), there are no
subscriptions, options, warrants, or calls relating to any shares of Parent’s
Capital Stock, including any right of conversion or exchange under any
outstanding security or other instrument. Parent is not subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its Capital Stock or any security convertible into or
exchangeable for any of its Capital Stock.



               (c) Set forth on Schedule 5.8(c), is a complete and accurate list of
Parent’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of
their organization, and (ii) the percentage of the outstanding shares of each
such class owned directly or indirectly by Parent. All of the outstanding
Capital Stock of each such Subsidiary has been validly issued and is fully paid
and non-assessable.



               (d) Except as set forth on Schedule 5.8(b), there are no subscriptions,
options, warrants, or calls relating to any shares of Parent’s Subsidiaries’
Capital Stock, including any right of conversion or exchange under any
outstanding security or other instrument. Neither Parent nor any of its
Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of Parent’s Subsidiaries’
Capital Stock or any security convertible into or exchangeable for any such
Capital Stock.



     5.9 Due Authorization; No Conflict.


               (a) The execution, delivery, and performance by Borrower of this Agreement
and the Loan Documents to which it is a party have been duly authorized by all
necessary action on the part of Borrower.



               (b) The execution, delivery, and performance by Borrower of this Agreement
and the other Loan Documents to which it is a party do not and will not (i)
violate any provision of federal, state, or local law or regulation applicable
to Borrower, the Governing Documents of Borrower, or any order, judgment, or
decree of any court or other Governmental Authority binding on Borrower, (ii)
conflict with, result in a breach of, or constitute (with due notice or lapse
of time or both) a default under any material contractual obligation of
Borrower, (iii) result in or require the creation or imposition of any Lien of
any nature whatsoever upon any properties or assets of Borrower, other than
Permitted Liens, or (iv) require any approval of Borrower’s interestholders or
any approval or consent of any Person under any material contractual obligation
of Borrower, other than consents or approvals that have been obtained and that
are still in force and effect.



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               (c) Other than the filing of financing statements and the recordation of
the Mortgages, the execution, delivery, and performance by Borrower of this
Agreement and the Loan Documents to which Borrower is a party do not and will
not require any registration with, consent, or approval of, or notice to, or
other action with or by, any Governmental Authority, other than consents or
approvals that have been obtained and that are still in force and effect.



               (d) This Agreement and the other Loan Documents to which Borrower is a
party, and all other documents contemplated hereby and thereby, when executed
and delivered by Borrower will be the legally valid and binding obligations of
Borrower, enforceable against Borrower in accordance with their respective
terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or limiting creditors’ rights generally.



               (e) The Agent’s Liens are validly created, perfected, and first priority
Liens, subject only to Permitted Liens.



               (f) The execution, delivery, and performance by each Guarantor of the Loan
Documents to which it is a party have been duly authorized by all necessary
action on the part of such Guarantor.



               (g) The execution, delivery, and performance by each Guarantor of the Loan
Documents to which it is a party do not and will not (i) violate any provision
of federal, state, or local law or regulation applicable to such Guarantor, the
Governing Documents of such Guarantor, or any order, judgment, or decree of any
court or other Governmental Authority binding on such Guarantor, (ii) conflict
with, result in a breach of, or constitute (with due notice or lapse of time or
both) a default under any material contractual obligation of such Guarantor,
(iii) result in or require the creation or imposition of any Lien of any nature
whatsoever upon any properties or assets of such Guarantor, other than
Permitted Liens, or (iv) require any approval of such Guarantor’s
interestholders or any approval or consent of any Person under any material
contractual obligation of such Guarantor, other than consents or approvals that
have been obtained and that are still in force and effect.



               (h) Other than the filing of financing statements and the recordation of
the Mortgages, the execution, delivery, and performance by each Guarantor of
the Loan Documents to which such Guarantor is a party do not and will not
require any registration with, consent, or approval of, or notice to, or other
action with or by, any Governmental Authority, other than consents or approvals
that have been obtained and that are still in force and effect.



               (i) The Loan Documents to which each Guarantor is a party, and all other
documents contemplated hereby and thereby, when executed and delivered by such
Guarantor will be the legally valid and binding obligations of such Guarantor,
enforceable against such Guarantor in accordance with their respective terms,
except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally.



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     5.10 Litigation. Other than those matters disclosed on Schedule 5.10,
there are no actions, suits, or proceedings pending or, to the knowledge of
Parent or Borrower, threatened against Parent, or any of its Subsidiaries, as
applicable, except for (a) matters that are fully covered by insurance (subject
to customary deductibles), and (b) matters arising after the Closing Date that,
if decided adversely to Parent, or any of its Subsidiaries, as applicable, and
after giving effect to the indemnities provided in the Recapitalization
Agreement, reasonably could not be expected to result in a Material Adverse
Change.


     5.11 No Material Adverse Change. All financial statements relating to
Parent and its Subsidiaries or a Guarantor that have been delivered by Borrower
to the Lender Group have been prepared in accordance with GAAP (except, in the
case of unaudited financial statements, for the lack of footnotes and being
subject to year-end audit adjustments) and present fairly in all material
respects, Parent’s and its Subsidiaries’ (or a Guarantor’s, as applicable)
financial condition as of the date thereof and results of operations for the
period then ended. There has not been a Material Adverse Change with respect
to Parent and its Subsidiaries (or a Guarantor, as applicable) since the date
of the latest financial statements submitted to the Lender Group on or before
the Closing Date.


     5.12 Fraudulent Transfer.


               (a) Each of Borrower and each Guarantor is Solvent.



               (b) No transfer of property is being made by Parent or its Subsidiaries
and no obligation is being incurred by Parent or its Subsidiaries in connection
with the transactions contemplated by this Agreement or the other Loan
Documents with the intent to hinder, delay, or defraud either present or future
creditors of Parent or its Subsidiaries.



     5.13 Employee Benefits. None of Parent, any of its Domestic Subsidiaries,
or any of their ERISA Affiliates maintains or contributes to any Benefit Plan.


     5.14 Environmental Condition. Except as set forth on Schedule 5.14, (a)
to Parent’s or Borrower’s knowledge, none of Parent’s or its Subsidiaries’
assets has ever been used by Parent or its Subsidiaries in the disposal of, or
to produce, store, handle, treat, release, or transport, any Hazardous
Materials, where such production, storage, handling, treatment, release or
transport was in violation, in any material respect, of applicable
Environmental Law, (b) neither Parent nor any of its Subsidiaries has received
notice that a Lien arising under any Environmental Law has attached to any
revenues or to any Real Property owned or operated by Parent or its
Subsidiaries, and (c) neither Parent nor its Subsidiaries has received a
summons, citation, written notice, or directive from the Environmental
Protection Agency or any other United States federal or state governmental
agency concerning any action or omission by Parent or its Subsidiaries
resulting in the releasing or disposing of Hazardous Materials into the
environment in a manner that violates any applicable Environmental Law, except
for matters that reasonably could not reasonably be expected to result in a
Material Adverse Change.


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     5.15 Brokerage Fees. Other than as disclosed in writing to Agent, neither
Parent nor any of its Subsidiaries has utilized the services of any broker or
finder in connection with Borrower’s obtaining financing from the Lender Group
under this Agreement and no brokerage commission or finders fee is payable by
Parent or its Subsidiaries in connection herewith.


     5.16 Intellectual Property. Parent and its Subsidiaries own, or hold
licenses in, all trademarks, trade names, copyrights, patents, patent rights,
and licenses that are necessary to the conduct of its business as currently
conducted. Attached hereto as Schedule 5.16 (as updated from time to time) is
a true, correct, and complete listing of all material patents, patent
applications, trademarks, trademark applications, copyrights, and copyright
registrations as to which Parent or one of its Restricted Subsidiaries is the
owner or is an exclusive licensee.


     5.17 Leases. Parent and its Subsidiaries enjoy peaceful and undisturbed
possession under all leases material to their business and to which they are
parties or under which they are operating. All of such leases are valid and
subsisting and no material default by Parent or its Subsidiaries exists under
any of them.


     5.18 Deposit Accounts and Securities Accounts. Set forth on Schedule 5.18
are all of Borrower’s and each Guarantor’s
Deposit Accounts and Securities Accounts, including, with respect to each bank
or securities intermediary (i) the name and address of such Person, and (ii)
the account numbers of the Deposit Accounts or Securities Accounts maintained
with such Person.


     5.19 Complete Disclosure. All factual information (taken as a whole)
furnished by or on behalf of Parent or its Subsidiaries in writing to Agent or
any Lender (including all information contained in the Schedules hereto or in
the other Loan Documents but excluding any Projections) for purposes of or in
connection with this Agreement, the other Loan Documents, or any transaction
contemplated herein or therein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of Parent or its
Subsidiaries in writing to Agent or any Lender (excluding any Projections) will
be, true and accurate, in all material respects, on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which
such information was provided. On the Closing Date, the Closing Date
Projections represent, and as of the date on which any other Projections are
delivered to Agent, such additional Projections represent Borrower’s good faith
estimate of its and its Subsidiaries future performance for the periods covered
thereby, based on reasonable assumptions.


     5.20 Indebtedness. Set forth on Schedule 5.20 is a true and complete list
of all Indebtedness of Parent and its Subsidiaries outstanding immediately
prior to the Closing Date that is to remain outstanding after the Closing Date
and such Schedule accurately reflects the aggregate principal amount of such
Indebtedness and the principal terms thereof.


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6.     AFFIRMATIVE COVENANTS.


          Parent and Borrower each covenants and agrees that, until the termination
of all of the Commitments and the payment in full of the Obligations, Parent
and Borrower shall and shall cause each of their respective Restricted
Subsidiaries to do all of the following:



     6.1 Accounting System. Maintain a system of accounting that enables
Borrower to produce financial statements in accordance with GAAP and maintain
records pertaining to the Collateral that contain information as from time to
time reasonably may be requested by Agent.


     6.2 Collateral Reporting. Provide Agent (and if so requested by Agent,
with copies for each Lender) with the following documents at the following
times in form satisfactory to Agent:



	 	 	 
	Monthly (not later than the 15th day
of each month)	 	
(a) commencing on May 15, 2003, a
detailed calculation of the
Borrowing Base, together with a
calculation of the Consolidated EDI
Service Revenue for the preceding
six months most recently then ended,
	 	 	 
	 	 	
(b) a detailed aging, by total, of
the Accounts generated in connection
with Borrower’s and the Guarantors’
operations within the United States,
together with a reconciliation to
the amount set forth in Borrower’s
and the Guarantors’ general ledger,
	 	 	 
	 	 	
(c) a summary aging, by vendor, of
the accounts payable incurred in
connection with Borrower’s and the
Guarantors’ operations within the
United States, and any book
overdraft, together with a
reconciliation to the amount set
forth in Borrower’s and the
Guarantors’ general ledger, and
	 	 	 
	 	 	
(d) a detailed report regarding
Parent and its Subsidiaries’ cash
and Cash Equivalents including an
indication of which amounts
constitute Qualified Cash.
	 	 	 
	Quarterly	 	
(e) commencing with the fiscal
quarter ending June 30, 2003, a
report regarding Borrower’s and the
Guarantors’ accrued, but unpaid,
United States ad valorem taxes,
including a breakdown of such taxes
by jurisdiction.
	 	 	 
	Upon request by Agent	 	
(f) such reports as to the
Collateral or the financial
condition of Parent and its
Subsidiaries, as Agent may request
in its Permitted Discretion.



          In addition, Borrower agrees to reasonably cooperate with Agent to
facilitate and implement a system of electronic collateral reporting in order
to provide electronic reporting of each of the items set forth above.




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     6.3 Financial Statements, Reports, Certificates. Deliver to Agent, with
copies to each Lender:


               (a) (I) for each fiscal quarter of Borrower and its Subsidiaries after the
Closing Date through the fiscal quarter ending June 30, 2003, as soon as
available, but in any event within 45 days after the end of such fiscal
quarter, and (II) commencing with July 2003, as soon as available, but in any
event within 30 days (45 days in the case of a month that is the end of one of
Borrower’s fiscal quarters) after the end of each month thereafter during each
of Borrower’s fiscal years,




		
	 	     (i)     a company prepared consolidated balance sheet, income
statement, and statement of cash flow covering Borrower’s and its
Subsidiaries’ operations during such period,
	 
	 	     (ii)     a certificate signed by the chief financial officer of
Borrower to the effect that:




		
	 	     (A)     the financial statements delivered hereunder have
been prepared in accordance with GAAP (except for the lack of
footnotes and being subject to year-end audit adjustments)
and fairly present in all material respects the financial
condition of Borrower and its Subsidiaries,




		
	 	     (B)     the representations and warranties of Parent and
Borrower contained in this Agreement and the other Loan
Documents are true and correct in all material respects on
and as of the date of such certificate, as though made on and
as of such date (except to the extent that such
representations and warranties relate solely to an earlier
date), and




		
	 	     (C)     there does not exist any condition or event that
constitutes a Default or Event of Default (or, to the extent
of any non-compliance, describing such non-compliance as to
which he or she may have knowledge and what action Borrower
has taken, is taking, or proposes to take with respect
thereto),




		
	 	     (iii)     for each month that is the date on which a financial
covenant in Section 7.22 is to be tested, a Compliance Certificate
demonstrating, in reasonable detail, compliance at the end of such
period with the applicable financial covenants contained in Section
7.22, and



               (b) as soon as available, but in any event within 90 days after the end of
each of Borrower’s fiscal years,




		
	 	     (i)     consolidated financial statements of Borrower and its
Subsidiaries for each such fiscal year, audited by independent
certified public



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	 	accountants reasonably acceptable to Agent and
certified, without any qualifications, by such accountants to have
been prepared in accordance with GAAP (such audited financial
statements to include a balance sheet, income statement, and
statement of cash flow and, if prepared, such accountants’ letter
to management), and




		
	 	     (ii)     a certificate of such accountants addressed to Agent and
the Lenders stating that such accountants do not have knowledge of
the existence of any Default or Event of Default under Section
7.22,



               (c) as soon as available, but in any event before 45 days after the start
of each of Borrower’s fiscal years, copies of Borrower’s Projections, in form
and substance (including as to scope and underlying assumptions) satisfactory
to Agent, in its sole discretion, for the forthcoming 1 year, quarter by
quarter, certified by the chief financial
officer of Borrower as being such officer’s good faith best estimate of
the financial performance of Borrower during the period covered thereby,



               (d) if and when filed by Parent or any of its Subsidiaries,




		
	 	     (i)     Form 10-Q quarterly reports, Form 10-K annual reports, and
Form 8-K current reports,




		
	 	     (ii)     any other filings made by Parent or any of its
Subsidiaries with the SEC,




		
	 	     (iii)     copies of Parent’s or any of its Subsidiaries’ federal
income tax returns, and any amendments thereto, filed with the
Internal Revenue Service, and




		
	 	     (iv)     copies of Parent’s financial statements, proxy notices
and reports that are provided to its shareholders generally,



               (e) if and when filed by Parent or its Subsidiaries and as requested by
Agent, satisfactory evidence of payment of applicable excise taxes in each
jurisdictions in which (i) Parent or its Subsidiaries conducts business or is
required to pay any such excise tax, (ii) where Parent’s or its Subsidiaries’
failure to pay any such applicable excise tax would result in a Lien on the
properties or assets of Parent or its Subsidiaries, or (iii) where Parent’s or
its Subsidiaries’ failure to pay any such applicable excise tax reasonably
could be expected to result in a Material Adverse Change,



               (f) as soon as Borrower has knowledge of any event or condition that
constitutes a Default or an Event of Default, notice thereof and a statement of
the curative action that Borrower proposes to take with respect thereto,



               (g) promptly after the commencement thereof, but in any event within 5
Business Days after the service of process with respect thereto on Parent or
any of its



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Subsidiaries, notice of all actions, suits, or proceedings brought
by or against Parent or any of its Subsidiaries before any Governmental
Authority which, if determined adversely to Parent or such Subsidiary,
reasonably could be expected to result in a Material Adverse Change, and


               (h) upon the reasonable request of Agent, any other report reasonably
requested relating to the financial condition of Parent or its Subsidiaries.



          In addition to the financial statements referred to above, Parent agrees
to deliver financial statements prepared on a consolidated basis and agrees
that no Subsidiary of Parent will have a fiscal year different from that of
Parent. Parent and Borrower each agrees to cooperate with Agent to allow Agent
to consult with its independent certified public accountants if Agent
reasonably requests the right to do so and that, in such connection, its
independent certified public accountants are authorized to communicate with
Agent and to
release to Agent whatever financial information concerning Parent or its
Subsidiaries Agent reasonably may request.



     6.4 Guarantor Reports. Deliver, and cause each other Guarantor to
deliver, its annual financial statements at the time when Parent and Borrower
provide their audited financial statements to Agent, but only to the extent
such Guarantor’s financial statements are not consolidated with Borrower’s or
Parent’s financial statements, and copies of all United States federal income
tax returns as soon as the same are available and in any event no later than 30
days after the same are required to be filed by law.


     6.5 Allowances. Cause allowances, as between Borrower and the Guarantors
and their Account Debtors, to be on the same basis and in accordance with the
usual customary practices of Borrower and the Guarantors, as they exist at the
time of the execution and delivery of this Agreement.


     6.6 Maintenance of Properties. Maintain and preserve all of its
properties which are necessary or useful in the proper conduct of its business
in good working order and condition, ordinary wear and tear excepted, and
comply, in all material respects, at all times with the provisions of all
leases to which it is a party as lessee so as to prevent any loss or forfeiture
thereof or thereunder.


     6.7 Taxes. Cause all assessments and taxes, whether real, personal, or
otherwise, due or payable by, or imposed, levied, or assessed against Parent,
its Subsidiaries, or any of their respective assets to be paid in full, before
delinquency or before the expiration of any extension period, except to the
extent that the validity of such assessment or tax shall be the subject of a
Permitted Protest. Parent will and will cause its Subsidiaries to make timely
payment or deposit of all tax payments and withholding taxes required of it and
them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A.,
state disability, and local, state, and federal income taxes, and will, upon
request, furnish Agent with proof satisfactory to Agent indicating that Parent
and its Subsidiaries have made such payments or deposits.


     6.8 Insurance.


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               (a) At Borrower’s expense, maintain insurance respecting its and the
Guarantors’ assets wherever located, covering loss or damage by fire, theft,
explosion, and all
other hazards and risks as ordinarily are insured against by other Persons
engaged in the same or similar businesses. Borrower also shall maintain
business interruption, public liability, and product liability insurance, as
well as insurance against larceny, embezzlement, and criminal misappropriation.
All such policies of insurance shall be in such amounts and with such
insurance companies as are satisfactory to Agent in its Permitted Discretion.
Borrower shall deliver copies of all such policies to Agent with a satisfactory
lender’s loss payable endorsement naming Agent as additional insured. Each
policy of insurance or endorsement shall contain a clause requiring the insurer
to give not less than 30 days prior written notice to Agent in the event of
cancellation of the policy for any reason whatsoever.



               (b) Borrower shall give Agent prompt notice of any loss covered by such
insurance. Agent shall have the exclusive right to adjust any losses claimed
under any such insurance policies in excess of $1,000,000 (or in any amount
after the occurrence and during the continuation of an Event of Default),
without any liability to Parent or Borrower whatsoever in respect of such
adjustments. To the extent that any monies received as payment for any loss
under any insurance policy mentioned above (other than liability insurance
policies) or as payment of any award or compensation for condemnation or taking
by eminent domain are in excess of (i) $5,000,000 with respect to property
losses or other causualty losses, or (ii) $5,000,000 with respect to loss of
business income or other Extraordinary Receipts in excess of $5,000,000, such
proceeds shall be paid over to Agent to be applied at the option of the
Required Lenders either (i) to the prepayment of the Obligations or (ii) shall
be disbursed to Borrower under staged payment terms reasonably satisfactory to
the Required Lenders for application to the cost of repairs, replacements, or
restorations. Any such repairs, replacements, or restorations shall be effected
with reasonable promptness and shall be of a value at least equal to the value
of the items of property destroyed prior to such damage or destruction.



               (c) Parent and Borrower will not and will not suffer or permit any
Guarantor to take out separate insurance concurrent in form or contributing in
the event of loss with that required to be maintained under this Section 6.8,
unless Agent is included thereon as named insured with the loss payable to
Agent under a lender’s loss payable endorsement or its equivalent. Borrower
immediately shall notify Agent whenever such separate insurance is taken out,
specifying the insurer thereunder and full particulars as to the policies
evidencing the same, and copies of such policies promptly shall be provided to
Agent.



     6.9 Location of Inventory and Equipment. Keep Borrower’s and the
Guarantors’ Inventory and Equipment only at the locations identified on
Schedule 5.5 and their chief executive offices only at the locations identified
on Schedule 5.7(b); provided, however, that Borrower may amend Schedule 5.5 and
Schedule 5.7 so long as such amendment occurs by written notice to Agent not
greater than 30 days after to the date on which such Inventory or Equipment is
moved to such new location or such chief executive office is relocated, so long
as such new location is within the
continental United States, and so long as, at the time of


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such written
notification, Borrower provides Agent a Collateral Access Agreement with
respect thereto.


     6.10 Compliance with Laws. Comply with the requirements of all applicable
laws, rules, regulations, and orders of any Governmental Authority, including
the Fair Labor Standards Act and the Americans With Disabilities Act, other
than laws, rules, regulations, and orders the non-compliance with which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Change.


     6.11 Leases. Pay when due all rents and other amounts payable under any
leases to which Parent or any of its Subsidiaries is a party and which relate
to properties where Equipment is located or by which Parent’s or any such
Subsidiaries’ properties and assets are bound, unless such payments are the
subject of a Permitted Protest.


     6.12 Existence. At all times preserve and keep in full force and effect
Parent’s and its Subsidiaries valid existence and good standing and any rights
and franchises material to their businesses; provided, however that neither
none of the Subsidiaries of Parent (other than Borrower and the Guarantors)
shall be required to preserve its existence or any such right or franchise if
the board of directors or other governing body of such Person shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of such Person and that the loss thereof is not disadvantageous in any
material respect to Parent and its Subsidiaries, taken as a whole, or the
Lender Group.


     6.13 Environmental.


               (a) Keep any property either owned or operated by Parent or its
Subsidiaries free of any Environmental Liens or post bonds or other financial
assurances sufficient to satisfy the obligations or liability evidenced by such
Environmental Liens, (b) comply, in all material respects, with Environmental
Laws and provide to Agent documentation of such compliance which Agent
reasonably requests, (c) promptly notify Agent of any known release of a
Hazardous Material in any reportable quantity required under any Environmental
Law from or onto property owned or operated by Parent or its Subsidiaries and
take any Remedial Actions legally required to abate any such release or
otherwise to come into compliance with applicable Environmental Law, and (d)
promptly, but in any event within 5 days of its receipt thereof, provide Agent
with written notice of any of the following: (i) notice that an Environmental
Lien has been filed against any of the real or personal property of Parent or
its Subsidiaries, (ii) notice of commencement of any Environmental Action or
notice that an Environmental Action will be filed against Parent or
its Subsidiaries, and (iii) notice of a violation, citation, or other
administrative order which reasonably could be expected to result in a Material
Adverse Change.



     6.14 Disclosure Updates. Promptly and in no event later than 5 Business
Days after obtaining knowledge thereof, notify Agent if any written
information, exhibit, or report furnished to the Lender Group contained any
untrue statement of a material fact or omitted to state any material fact
necessary to make the statements contained therein not misleading in light of
the circumstances in which made. The foregoing to the contrary
notwithstanding,


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any notification pursuant to the foregoing provision will not
cure or remedy the effect of the prior untrue statement of a material fact or
omission of any material fact nor shall any such notification have the affect
of amending or modifying this Agreement or any of the Schedules hereto.


     6.15 Formation of Subsidiaries. At the time that Borrower or any
Guarantor forms any direct or indirect Subsidiary or acquires any direct or
indirect Subsidiary after the Closing Date, other than (i) any such Subsidiary
that has been properly designated as an Unrestricted Subsidiary in accordance
with the terms of this Agreement (so long as any such Subsidiary continues to
constitute an Unrestricted Subsidiary), (ii) any Foreign Subsidiary that is not
a Material Foreign Subsidiary, and (iii) any Subsidiary of a Foreign
Subsidiary, within ten (10) Business days of the date when such Subsidiary is
acquired or created, unless the Required Lenders elect otherwise, Borrower or
such Guarantor shall (a) cause such new Subsidiary which is a Domestic
Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor
Security Agreement, together with such other security documents (including
Mortgages with respect to any Real Property of such new Subsidiary), as well as
appropriate UCC-1 financing statements (and with respect to all property
subject to a Mortgage, fixture filings), all in form and substance reasonably
satisfactory to Agent (including being sufficient to grant Agent a first
priority Lien (subject to Permitted Liens) in and to the assets of such newly
formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and
appropriate certificates and powers or UCC-1 financing statements,
hypothecating such amount of the direct or beneficial ownership interest in
such new Subsidiary as is permissible under the definition of Collateral under
the Guarantor Security Agreement, in form and substance satisfactory to Agent,
and (c) provide to Agent all other documentation, including one or more
opinions of counsel reasonably satisfactory to Agent, which in its Permitted
Discretion is appropriate with respect to the execution and delivery of the
applicable documentation referred to above (including policies of title
insurance or other documentation with respect to all property subject to a
Mortgage). Any document, agreement, or instrument executed or issued pursuant
to this Section 6.15 shall be a Loan Document.


7. NEGATIVE COVENANTS.



          Parent and Borrower each covenants and agrees that, until the termination
of all of the Commitments and the payment in full of the Obligations, each of
Parent and
Borrower will not and will not permit any of their respective Restricted
Subsidiaries to, directly or indirectly, do any of the following:



     7.1 Indebtedness. 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). The
foregoing shall not prohibit the incurrence of the following Indebtedness
(collectively, “Permitted Debt”):


               (a)     Indebtedness evidenced by this Agreement and the other Loan Documents,
together with Indebtedness owed to Underlying Issuers with respect to
Underlying Letters of Credit;




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               (b)     the incurrence by Parent and its Restricted Subsidiaries of the
Existing Indebtedness described on Schedule 5.20 and refinancings, renewals, or
extensions of Indebtedness described therein or in clauses (c), (d), (f) or (g)
of this Section 7.1 (and continuance or renewal of any Permitted Liens
associated therewith) so long as: (i) solely with respect to Indebtedness
described in clause (c) of this Section 7.1, the terms and conditions of such
refinancings, renewals, or extensions do not, in Agent’s judgment, materially
impair the prospects of repayment of the Obligations by Borrower or materially
impair Borrower’s creditworthiness, (ii) such refinancings, renewals, or
extensions do not result in an increase in the then extant principal amount of,
or interest rate with respect to, the Indebtedness so refinanced, renewed, or
extended, (iii) such refinancings, renewals, or extensions do not result in a
shortening of the average weighted maturity of the Indebtedness so refinanced,
renewed, or extended, nor are they on terms or conditions that, taken as a
whole, are materially more burdensome or restrictive to Borrower, (iv) if the
Indebtedness that is refinanced, renewed, or extended was subordinated in right
of payment to the Obligations, then the terms and conditions of the
refinancing, renewal, or extension Indebtedness must include subordination
terms and conditions that are at least as favorable to the Lender Group as
those that were applicable to the refinanced, renewed, or extended
Indebtedness, and (v) the Indebtedness that is refinanced, renewed, or extended
is not recourse to any Person that is liable on account of the Obligations
other than those Persons which were obligated with respect to the Indebtedness
that was refinanced, renewed, or extended;



               (c)     the incurrence by Borrower and the Guarantors of Indebtedness
represented by the Senior Notes and the related Subsidiary Guarantees to be
issued in connection with the Indenture, in an aggregate principal amount not
in excess of $105,000,000;



               (d)     the incurrence by Parent or any of its Restricted Subsidiaries 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 a Permitted Business (whether through the
direct purchase of assets or through the
acquisition of at least a majority of the Voting Stock 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 (d), not to exceed $15,000,000 at
any time outstanding;



               (e)     (i) Borrower and any Guarantor may become and remain liable with
respect to Indebtedness to Borrower or any Guarantor, (ii) Foreign Subsidiaries
of Parent may become and remain liable with respect to Indebtedness to Parent
and its Domestic Subsidiaries in an aggregate outstanding principal amount
(other than such Indebtedness that was incurred between September 27, 2002 and
October 27, 2002, in an aggregate amount of up to $8,750,000) that does not
exceed $5,000,000 at any one time; (iii) (A) Material Foreign Subsidiaries may
become and remain liable with respect to Indebtedness to other Foreign
Subsidiaries, (B) Foreign Subsidiaries that are not Material




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Foreign
Subsidiaries may become liable with respect to Indebtedness to Material Foreign
Subsidiaries in an aggregate principal amount which shall not exceed $2,000,000
at any time outstanding and (C) Foreign Subsidiaries that are not Material
Foreign Subsidiaries may become liable with respect to Indebtedness to other
Foreign Subsidiaries that are not Material Foreign Subsidiaries; (iv) after the
Closing Date, Borrower may become and remain liable with respect to
Indebtedness to Borrower’s Foreign Subsidiaries; and (v) Parent and its
Subsidiaries may become and remain liable with respect to Indebtedness under
the promissory notes described on Schedule 7.1(e); provided that all such
Indebtedness on account of Intercompany Advances under this Section 7.1(e)
shall be evidenced by promissory notes (or other documentation acceptable to
Agent) that shall be subject to the Intercompany Subordination Agreement; and
provided further that in each case Parent and its Domestic Subsidiaries shall
grant to Agent for the benefit of Lenders a first priority Lien on all such
Indebtedness and that the promissory notes, duly endorsed, shall be delivered
to Agent.


               (f)     the incurrence by Parent or any of its Restricted Subsidiaries of
Hedging Obligations that are incurred for the bona fide purpose of hedging (i)
interest rate risk with respect to Indebtedness of Parent or any Restricted
Subsidiary permitted to be incurred under this Agreement and which will have a
notional amount no greater than the payments due with respect to the
Indebtedness being hedged thereby, or (ii) currency exchange rate risk in
connection with then existing financial obligations or the acquisition of goods
or services and not for purposes of speculation;



               (g)     Guarantees provided under Section 6.15 and the guarantee by Parent or
any Restricted Subsidiary of Indebtedness of Parent or a Restricted Subsidiary
that was permitted to be incurred by another provision of this covenant;



               (h)     Obligations in respect of performance and surety bonds and completion
guarantees provided by Parent or any of its Restricted Subsidiaries in the
ordinary course of business and consistent with industry practice;



               (i)     the incurrence by Parent or any Restricted Subsidiary of Indebtedness
in an aggregate principal amount not in excess of $1,000,000 arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument inadvertently drawn against insufficient funds in the ordinary
course of business and such Indebtedness is extinguished within five Business
Days after incurrence thereof;



               (j)     Indebtedness of Parent or any of its Restricted Subsidiaries evidenced
by promissory notes issued to employees, former employees, directors or former
directors of Parent or any of its Subsidiaries in lieu of any cash payment
permitted to be made under clause (ii) of Section 7.10; provided, however, that
(i) all such Indebtedness must be unsecured and expressly subordinated to the
prior payment in full in cash of all Obligations (in the case of Borrower) or
the related Guaranty (in the case of a Guarantor) and (ii) the aggregate
principal amount of all such Indebtedness incurred in any calendar year,




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when
added to the aggregate amount of all repurchases made in such calendar year
pursuant to such clause (ii) referred to above, will not exceed $5,000,000; and


               (k)     the incurrence by Parent 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 and Acquired Debt incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (k), not to exceed $10,000,000.



          Accrual of interest or dividends, the accretion of accreted value or
original issue discount and the payment of interest or dividends in the form of
additional Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this covenant.



          For purposes of determining compliance with any Dollar-denominated
restriction on the incurrence of Indebtedness, the Dollar-equivalent principal
amount of Indebtedness denominated in a foreign currency will be calculated
based on the relevant currency exchange rate in effect on the date such
Indebtedness was incurred, in the case of term debt, or first committed, in the
case of revolving credit debt; provided that (1) the Dollar-equivalent
principal amount of any such Indebtedness outstanding or committed on the date
of the indenture will be calculated based on the relevant currency exchange
rate in effect on the date of this Agreement, and (2) if such Indebtedness is
incurred to refinance other Indebtedness denominated in a foreign currency, and
such refinancing would cause the applicable Dollar-denominated restriction to
be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such Dollar-denominated restriction will be
deemed not to have been exceeded so long as the principal amount of such
Refinancing Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced. The principal amount of any Indebtedness
incurred to refinance other Indebtedness, if incurred in a different currency
than the Indebtedness being refinanced, will be calculated based on the
currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.



     7.2 Liens. Create, incur, assume, or suffer to exist, directly or
indirectly, any Lien on or with respect to any of its assets, of any kind,
whether now owned or hereafter acquired, or any income or profits therefrom,
except for Permitted Liens.


     7.3 Restrictions on Fundamental Changes.


               (a) Other than Permitted Reorganization Transactions, enter into any
merger, consolidation, reorganization, or recapitalization, or reclassify its
Capital Stock.



               (b) Other than Permitted Reorganization Transactions, liquidate, wind up,
or dissolve itself (or suffer any liquidation or dissolution).



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               (c) Except as permitted under Section 7.4, convey, sell, lease, license,
assign, transfer, or otherwise dispose of, in one transaction or a series of
transactions, all or any substantial part of its assets.



     7.4 Disposal of Assets. Consummate an Asset Sale unless:


               (a)     Parent (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;



               (b)     the fair market value of the assets is not in excess of $5,000,000 as
determined by the board of directors of Borrower and evidenced by a resolution
of the board of directors of Borrower set forth in an officers’ certificate
delivered to Agent;



               (c)     at least 75% of the consideration received in the Asset Sale by Parent
or such Restricted Subsidiary is in the form of cash or Cash Equivalents except
to the extent Parent or a Restricted Subsidiary is undertaking a Permitted
Asset Swap; and



               (d)     the Net Proceeds of any Asset Sale are applied in accordance with
Section 2.2(c) hereof.



     7.5 Change Name. Change Borrower’s or any Guarantor’s names, FEINs,
organizational identification number, state of organizational or organizational
identity; provided, however, that Borrower or any Guarantor may change their
names upon at least 15 days prior written notice to Agent of such change and so
long as, at the time of such written notification, Parent or its Subsidiary
provides any financing statements necessary to perfect and continue perfected
the Agent’s Liens.


     7.6 [Intentionally Omitted].


     7.7 Prepayments and Amendments.


               (a) Except in connection with (i) a refinancing resulting in Permitted
Refinancing Indebtedness, (ii) Permitted Excess Cash Flow Payments, or (iii)
other mandatory prepayments with respect to any Indebtedness, prepay, redeem,
defease, purchase, or otherwise acquire any Indebtedness of Parent or its
Subsidiaries, other than the Obligations in accordance with this Agreement, and



               (b) Except in connection with a refinancing resulting in Permitted
Refinancing Indebtedness, directly or indirectly, amend, modify, alter,
increase, or change any of the terms or conditions of any agreement,
instrument, document, indenture, or other writing evidencing or concerning any
material Indebtedness of Parent or its Subsidiaries for borrowed money.



     7.8 Change of Control. Cause, permit, or suffer, directly or indirectly,
any Change of Control.


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     7.9 [Intentionally Omitted].


     7.10 Restricted Payments. Directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Junior Payment; provided that
Borrower may (i) so long as no Default or Event of Default has occurred and is
continuing or shall result therefrom, make Restricted Junior Payments to Parent
(a) in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, to the
extent necessary to permit Parent or Borrower to pay general administrative
costs and expenses and (b) to the extent necessary to permit Parent or Borrower
to discharge the consolidated, combined or other tax liabilities of Parent and
its Subsidiaries, as reflected on tax returns filed by Parent, any of the
Subsidiaries, or on behalf of an “affiliated group” (as defined in the IRC) of
which Parent and its Subsidiaries are members, in each case so long as Parent
or Borrower applies the amount of any such Restricted Junior Payment for such
purpose, (ii) make Restricted Junior Payments to repurchase outstanding
warrants or options from employees, former employees, directors or former
directors of Parent or any of its Subsidiaries pursuant to stock option plans
or employment agreements in an aggregate amount, when added to the aggregate
principal amount of all Indebtedness incurred under Section 7.1(j) during such
Fiscal Year, not to exceed $5,000,000 in any fiscal year, (iii) make
Restricted Junior Payments to satisfy certain put option obligations under
a joint venture agreement to which GXS International, Inc. is a party relating
to Business Commerce (HK) Limited, provided that the aggregate amount of all
such Restricted Junior Payments described in this clause (iii) does not exceed
$4,000,000; (iv) on or prior to the first anniversary of the Closing Date,
redeem at par plus accrued interest the Senior Subordinated Notes and the
Senior Subordinated Exchange Notes from the Net Securities Proceeds of an
issuance of Permitted Refinancing Indebtedness and/or an issuance of Capital
Stock of Parent; (v) exchange or convert the Senior Subordinated Notes into a
like principal amount of Senior Subordinated Exchange Notes in accordance with
the terms and conditions of the Senior Subordinated Note Indenture; (vi) make
payments on account of the 1% fee payable under Section 3.3 of the Inducement
Agreement; (vi) make the Restricted Junior Payments described on
Schedule 7.10;
and (vii) make Restricted Junior Payments consisting of accrued interest on
account of Intercompany Advances otherwise permitted under this Agreement.


     7.11 Accounting Methods. Modify or change its fiscal year or its method
of accounting (other than as may be required to conform to GAAP) or enter into,
modify, or terminate any agreement currently existing, or at any time hereafter
entered into with any third party accounting firm or service bureau for the
preparation or storage of Parent’s or its Subsidiaries’ accounting records
without said accounting firm or service bureau agreeing to provide Agent
information regarding Parent’s and its Subsidiaries’ financial condition.


     7.12 Investments. Except for Permitted Investments, directly or
indirectly, make or acquire any Investment or incur any liabilities (including
contingent obligations) for or in connection with any Investment; provided,
however, that Borrower and the Guarantors shall not have Permitted Investments
(other than in the Cash Management Accounts) in (a) Deposit Accounts or
Securities Accounts in the United States in an amount in excess of $10,000
individually or $50,000 in the aggregate at any one time, or (b) Deposit
Accounts or


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Securities Accounts (other than Deposit Accounts or Securities
Accounts in the United States) in an amount in excess of $2,000,000 in the
aggregate at any one time, in each case unless Parent or its Subsidiary, as
applicable, and the applicable securities intermediary or bank have entered
into Control Agreements governing such Permitted Investments in order to
perfect (and further establish) the Agent’s Liens in such Permitted
Investments. Subject to the foregoing proviso, Parent shall not and shall not
permit its Subsidiaries to establish or maintain any Deposit Account or
Securities Account unless Agent shall have received a Control Agreement in
respect of such Deposit Account or Securities Account.


     7.13 Transactions with Affiliates. Directly or indirectly 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 the Affiliate Transaction is on terms that are no
less favorable to Parent, Borrower or the relevant Restricted Subsidiary than
those that would have been obtained in a comparable transaction by Parent,
Borrower or such Restricted Subsidiary with an unrelated Person.


          The foregoing to the contrary notwithstanding, the following transactions
will not be deemed to be Affiliate Transactions and, therefore, will not be
subject to the provisions of the prior paragraph:



               (1)     any Restricted Junior Payment permitted to be made pursuant to Section
7.10;



               (2)     any issuance of securities, or other payments, awards or grants in
cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, stock options and stock ownership plans approved by the board of
directors of Parent;



               (3)     the grant of stock options or similar rights to officers, employees,
consultants and directors of Parent or any Subsidiary pursuant to plans
approved by the board of directors of Parent and the payment of amounts or the
issuance of securities pursuant thereto;



               (4)     loans or advances to employees of Parent or its Subsidiaries in the
ordinary course of business and consistent with industry practice, but in any
event not to exceed $5,000,000 in the aggregate outstanding at any one time, of
which amount not more than $3,000,000 may consist of loans or advances made in
cash or Cash Equivalents;;



               (5)     the payment of reasonable fees, compensation or employee benefit
arrangements to, and any indemnity provided for the benefit of, directors,
officers, consultants or employees of Parent or any Subsidiary in the ordinary
course of business and consistent with industry practice;



               (6)     any transaction between Parent and a Restricted Subsidiary or between
Restricted Subsidiaries, and payments pursuant to an agreement by and among




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Parent, Borrower, and each of the members of Parent’s “affiliated group” (as
defined in the IRC) regarding the sharing of liability for Taxes;


               (7)     so long as no Default or Event of Default has occurred and is
continuing, the payment of management, consulting, monitoring and advisory fees
to Francisco Partners or any of its Affiliates made pursuant to any financial
advisory, financing, underwriting or placement agreement or in respect of other
investment banking activities, including, without limitation, in connection
with acquisitions or divestitures, in an amount not to exceed $2,000,000 in any
calendar year and any related out-of-pocket expenses;



               (8)     transactions with customers, suppliers, contractors, joint venture
partners or purchasers or sellers of goods or services, in each case which are
in the ordinary course of business and consistent with industry practice
(including, without limitation,
pursuant to joint venture agreements) and otherwise in compliance with the
terms of the indenture, and which are fair to Parent or its Restricted
Subsidiaries, as applicable, in the reasonable determination of the board of
directors of Parent and are on terms no less favorable as might reasonably have
been obtained at such time from an unaffiliated party;



               (9)     transactions with General Electric Company and its Affiliates pursuant
to agreements in existence on the date of this Agreement, as such agreements
may thereafter be amended, modified or extended on terms no less favorable to
Parent or any of its Subsidiaries than those terms in effect on the date of
this Agreement;



               (10)     sales of Equity Interests, other than Disqualified Stock, of Parent
to Affiliates of Parent;



               (11)     any transaction permitted by clause (j) of the definition of
Permitted Debt set forth in Section 7.1;



               (12)     the terms of the agreements described on Schedule 7.13 as they exist
on the date hereof; or



               (13)     commercially reasonable volume discounts provided to General Electric
Company and its Subsidiaries to the extent such discounts do not exceed the
discounts provided to other customers operating at similar volumes.



     7.14 Business Activities. Engage in any business other than Permitted
Businesses, except to the extent as would not be material to Parent and its
Subsidiaries, taken as a whole.


     7.15 [Intentionally Omitted].


     7.16 Use of Proceeds. Use the proceeds of the Advances and the Term Loan
for any purpose other than (a) on the Closing Date, (i) together with the
proceeds of the Senior Notes, to repay, in full, the outstanding principal,
accrued interest, and accrued fees and expenses owing to Existing Lender, and
(ii) to pay transactional fees, costs, and expenses incurred in connection with
this Agreement, the other Loan Documents, and the transactions


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contemplated
hereby and thereby, and (b) thereafter, consistent with the terms and
conditions hereof, for any lawful and permitted purposes.


     7.17 Equipment with Bailees. Store Equipment of Borrower or any Guarantor
at any time now or hereafter with a bailee, warehouseman, or similar party
without executing and delivering to Agent a Collateral Access Agreement with
respect thereto, except with respect to arrangements in
existence as of the Closing Date and other arrangements regarding
Equipment in the ordinary course of business.


     7.18 Payment Restrictions Affecting Subsidiaries. Create or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:


               (a)     pay dividends or make any other distributions on its Capital Stock to
Parent 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 Parent or any of its Restricted Subsidiaries;



               (b)     make loans or advances to Parent or any of its Restricted
Subsidiaries; or



               (c)     transfer any of its properties or assets to Parent or any of its
Restricted Subsidiaries.



          However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:



               (1)     agreements governing Existing Indebtedness as in effect on the date of
this Agreement 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, replacement or refinancings are
no more restrictive, taken as a whole, than those provisions contained in those
agreements on the date of this Agreement;



               (2)     the Indenture, the Senior Notes, and the Loan Documents;



               (3)     applicable law, rule, regulation or order;



               (4)     any instrument governing Indebtedness or Capital Stock of a Person
acquired by Parent 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 Section 7.1 to be incurred;




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               (5)     customary non assignment provisions in leases and other agreements
entered into in the ordinary course of business and consistent with industry
practice;



               (6)     purchase money obligations (including Capital Lease Obligations) for
property acquired in the ordinary course of business and consistent with
industry practice that impose restrictions on that property of the nature
described in clause (c) of this Section 7.18;



               (7)     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;



               (8)     Liens securing Indebtedness or other obligations otherwise permitted
to be incurred under the provisions of Section 7.2;



               (9)     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;



               (10)     restrictions on cash or other deposits or net worth imposed by
customers under contracts or net worth provisions contained in leases and other
agreements entered into in the ordinary course of business;



               (11)     customary restrictions with respect to a Restricted Subsidiary
pursuant to an agreement entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition; provided, that such
restrictions apply solely to the Capital Stock or assets of the Restricted
Subsidiary that is being sold; and



               (12)     restrictions on the payment of dividends that are described on
Schedule 7.18.



     7.19     Sale/Leaseback Transactions. Enter into any Sale/Leaseback
Transaction; provided that Parent or any Restricted Subsidiary may enter into a
Sale/Leaseback transaction if:


               (a)     Parent or that Restricted Subsidiary, as applicable, could have
incurred Indebtedness in an amount equal to the Attributable Debt relating to
such Sale/Leaseback Transaction in compliance with Section 7.1;



               (b)     the gross cash proceeds of the Sale/Leaseback Transaction are at least
equal to the fair market value (in the case of gross cash proceeds in excess of
$5,000,000 as determined in good faith by the board of directors of Parent and
set forth in the



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officers’ certificate delivered to Agent), of the property
that is the subject of that Sale/Leaseback Transaction; and


               (c)     the transfer of assets in that Sale/Leaseback Transaction is permitted
by, and Parent applies the proceeds of such transaction in compliance with,
Section 7.4.



     7.20     Designation of Restricted Subsidiaries and Unrestricted Subsidiaries.
Designate any Restricted Subsidiary as an Unrestricted Subsidiary, or
redesignate an Unrestricted Subsidiary as a Restricted Subsidiary if, after
giving effect to such designation or redesignation, a Default or an Event of
Default has occurred and is continuing or would result therefrom. Any
designation of a Subsidiary of Parent as an Unrestricted Subsidiary shall be
evidenced by filing with Agent a certified copy of the resolution of the board
of directors of Parent giving effect to such designation and an officers’
certificate certifying that such designation complied with the preceding
conditions and was permitted by Sections 7.10 and 7.12. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair
market value of all outstanding Investments owned by Parent and its Restricted
Subsidiaries in the Subsidiary properly so 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 7.10, or for Permitted
Investments under Section 7.12. If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements to be an Unrestricted Subsidiary,
it will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred
by a Restricted Subsidiary of Parent as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 7.1, Parent and
Borrower will each be in default of such covenant. Parent’s board of directors
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 Parent of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if (1) such Indebtedness is permitted under Section 7.1 calculated on
a pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; and (2) no Default or Event of Default would be
in existence following such designation.


     7.21     Issuance and Sale of Equity Interests in Wholly Owned Restricted
Subsidiaries. Transfer, convey, sell, lease or otherwise dispose of, or issue (other
than, if necessary, shares of its Capital Stock constituting directors’
qualifying shares) any Equity Interests in any Wholly Owned Restricted
Subsidiary of Parent to any Person (other than Parent or another Wholly Owned
Restricted Subsidiary of Parent ), unless:



		
	 	(a)     as a result of such transfer, conveyance, sale, lease or other
disposition or as a result of such issuance described below, such
Restricted Subsidiary no longer constitutes a Subsidiary; and



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	 	(b)     the Net Proceeds from such transfer, conveyance, sale, lease or
other disposition are applied in accordance with the provisions of
Section 7.4(d), to the extent required thereunder.



     7.22     Financial Covenants.


                        (a) Fail to maintain or achieve:




		
	 	     (i)     Minimum EBITDA. EBITDA, measured on a fiscal quarter-end
basis, of at least $95,000,000, for the 12 month period ending on
the last day of each quarter of Borrower after the Closing Date.




		
	 	     (ii)     Maximum Senior Debt to EBITDA Ratio. Senior Debt to
EBITDA Ratio of not more than 2.00:1.00, measured on a fiscal
quarter-end basis, for the 12 month period ending on the last day
of each fiscal quarter of Borrower after the Closing Date.



                        (b) Make:




		
	 	     (i)     Capital Expenditures. Capital expenditures in any fiscal
year of Borrower in excess of $42,500,000 during any fiscal year of
Borrower.



8. EVENTS OF DEFAULT.



               Any one or more of the following events shall constitute an event of
default (each, an “Event of Default”) under this Agreement:



     8.1     If Borrower fails to pay when due and payable, or when declared due
and payable, all or any portion of the Obligations (whether of principal,
interest (including any interest which, but for the provisions of the
Bankruptcy Code, would have accrued on such amounts), fees and charges due the
Lender Group, reimbursement of Lender Group Expenses, or other amounts
constituting Obligations);


     8.2     If Parent, Borrower or any Restricted Subsidiary:


          (a)     fails to perform, keep, or observe any term, provision, covenant, or
agreement contained in Sections 2.7, 4.2, 4.4, 4.6, 6.8 (other than a Default
resulting from a change in the level or scope of insurance coverage required by
Agent which is greater or more extensive than that in existence on the Closing
Date), 6.12, 6.14, 6.15, and 7.1 through 7.18 of this Agreement;



          (b)     fails or neglects to perform, keep, or observe any term, provision,
covenant, or agreement contained in Sections 4.5, 6.2, 6.3, 6.4, 6.5, 6.6,
6.7, 6.9, 6.10, 6.11, and 6.13 of this Agreement and such failure continues for
a period of 5 Business Days after (i) the date upon which a Responsible Officer
knew or reasonably should have known of such failure, or (ii) the date upon
which written notice thereof is given to Borrower by Agent;



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          (c)     fails or neglects to perform , keep, or observe any term, provision,
covenant, or agreement contained in Section 6.8 of this Agreement (solely with
respect to a Default resulting from a change in the level or scope of insurance
coverage required by Agent which is greater or more extensive than that in
existence on the Closing Date), and such failure continues for a period of 15
Business Days after (i) the date upon which a Responsible Officer knew or
reasonably should have known of such failure, or (ii) the date upon which
written notice thereof is given to Borrower by Agent;



          (d)     fails or neglects to perform, keep, or observe any other term,
provision, covenant, or agreement contained in this Agreement, or in any of the
other Loan Documents (giving effect to any grace periods, cure periods, or
required notices, if any, expressly provided for in such Loan Documents); in
each case, other than any such term, provision, covenant, or agreement that is
the subject of another provision of this Section 8, in which event such other
provision of this Section 8 shall govern), and such failure continues for a
period of 10 Business Days after (i) the date upon which a Responsible Officer
knew or reasonably should have known of such failure, or (ii) the date upon
which written notice thereof is given to Borrower by Agent;



provided that, during any period of time that any failure or neglect of Parent,
Borrower or any Restricted Subsidiary referred to in this Section exists, even
if such failure or neglect is not yet an Event of Default by virtue of the
existence of a grace or cure period, each member of the Lender Group shall be
relieved of its obligations to extend credit hereunder;


     8.3 If any material portion of Parent’s or a Restricted Subsidiary’s
assets is attached, seized, subjected to a writ or distress warrant, or is
levied upon, or comes into the possession of any third Person in connection
with a claim of such Person, in an amount, together with the amount of all
existing attachments, seizures, writs, distress warrants, levies, or
possessions, is in excess of $3,000,000 individually or $10,000,000 in the
aggregate in the aggregate, and any such attachment, seizure, writ, distress
warrant, levy, or possession is not released or discharged before the earlier
of 30 days after the date it first arises or 5 Business Days prior to the date
on which such property or asset is subject to forfeiture by Parent or such
Restricted Subsidiary;


     8.4     If an Insolvency Proceeding is commenced by Parent or any of its
Restricted Subsidiaries;


     8.5     If an Insolvency Proceeding is commenced against Parent, or any of its
Restricted Subsidiaries, and any of the following events occur: (a) Parent or
such Subsidiary consents to the institution of such Insolvency Proceeding
against it, (b) the petition commencing the Insolvency Proceeding is not timely
controverted; provided, however, that, during the pendency of such period, each
member of the Lender Group shall be relieved of its obligations to extend
credit hereunder, (c) the petition commencing the Insolvency Proceeding is not
dismissed within 60 calendar days of the date of the filing thereof; provided,
however, that, during the pendency of such period, each member of the Lender
Group shall be relieved of its obligations to extend credit hereunder, (d) an
interim trustee is


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appointed to take possession of all or any substantial
portion of the properties or assets of, or to operate all or any substantial
portion of the business of, Parent or any of its Restricted Subsidiaries, or
(e) an order for relief shall have been entered therein;


     8.6     If Parent or any of its Restricted Subsidiaries is enjoined,
restrained, or in any way prevented by court order from continuing to conduct
all or any material part of its business affairs;


     8.7     If a notice of Lien, levy, or assessment is filed of record with
respect to any of Parent’s or any of its Restricted Subsidiaries’ assets by the
United States, or any department, agency, or instrumentality thereof, or by any
state, county, municipal, or governmental agency, or if any taxes or debts
owing at any time hereafter to any one or more of such entities becomes a Lien,
whether choate or otherwise, upon any of Parent’s or any of its Restricted
Subsidiaries’ assets and the same is not paid before such payment is
delinquent;


     8.8     If one or more judgments or other claims involving an aggregate amount
of $10,000,000, or more, in excess of the amount covered by insurance, becomes
a Lien or encumbrance upon any of Parent’s or a Restricted Subsidiary’s assets
and the same is not released, discharged, bonded against, or stayed pending
appeal before the earlier of 30 days after the date it first arises or 5
Business Days prior to the date on which such asset is subject to being
forfeited by Parent or such Restricted Subsidiary;


     8.9     (a)     If there is a default (after giving effect to any applicable
grace or cure periods) in one or more agreements to which Parent or any
Restricted Subsidiary is a party with one or more third Persons relative to
Indebtedness (other than Indebtedness on account of Intercompany Advances)
involving an aggregate amount of $10,000,000, or more, and such default (i)
occurs at the final maturity of the obligations thereunder, or (ii) results in
a right by such third Person(s), irrespective of whether exercised, to
accelerate the maturity of Parent’s or such Restricted Subsidiary’s obligations
thereunder, or


              (b) If there is a default in any other material agreement to which Parent
or any Restricted Subsidiary is a party with one or more third Persons and such
default results in a right by such third Person(s), irrespective of whether
exercised, to terminate such agreement,



     8.10 If Parent or any of its Restricted Subsidiaries makes any payment on
account of Indebtedness that has been contractually subordinated in right of
payment to the payment of the Obligations, except to the extent such payment is
permitted by the terms of the subordination provisions applicable to such
Indebtedness;


     8.11     If any material misstatement or misrepresentation exists now or
hereafter in any warranty, representation, statement, or Record made to the
Lender Group by Parent, its Restricted Subsidiaries, or any officer, employee,
agent, or director of Parent or any of its Restricted Subsidiaries;


     8.12     If the obligation of any Guarantor under the Guaranty is limited or
terminated by operation of law or by such Guarantor thereunder; or


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     8.13     If this Agreement or any other Loan Document that purports to create
a Lien, shall, for any reason, fail or cease to create a valid and perfected
and, except to the extent permitted by the terms hereof or thereof, first
priority Lien on or security interest in the Collateral covered hereby or
thereby; or


     8.14     If an event of default under the Indenture has occurred and is
continuing;


     8.15     If an event of default under the Senior Subordinated Note Indenture
has occurred and is continuing; or


     8.16     Any provision of any Loan Document shall at any time for any reason
be declared to be null and void, or the validity or enforceability thereof
shall be contested by Parent or its Restricted Subsidiaries, or a proceeding
shall be commenced by Parent or its Restricted Subsidiaries, or by any
Governmental Authority having jurisdiction over Parent or its Restricted
Subsidiaries, seeking to establish the invalidity or unenforceability thereof,
or Parent or its Restricted Subsidiaries shall deny that Parent or its
Restricted Subsidiaries has any liability or obligation purported to be created
under any Loan Document.


9. THE LENDER GROUP’S RIGHTS AND REMEDIES.



     9.1 Rights and Remedies.     Upon the occurrence, and during the
continuation, of an Event of Default, the Required Lenders (at their election
but without notice of their election and without demand) may authorize and
instruct Agent to do any one or more of the following on behalf of the Lender
Group (and Agent, acting upon the instructions of the Required Lenders, shall
do the same on behalf of the Lender Group), all of which are authorized by
Parent and Borrower:


               (a)     Declare all Obligations, whether evidenced by this Agreement, by any
of the other Loan Documents, or otherwise, immediately due and payable;



               (b) Cease advancing money or extending credit to or for the benefit of
Borrower under this Agreement, or under any of the Loan Documents;



               (c) Terminate this Agreement and any of the other Loan Documents as to any
future liability or obligation of the Lender Group, but without affecting any
of the Agent’s Liens in the Collateral and without affecting the Obligations;



               (d) Settle or adjust disputes and claims directly with Borrower’s Account
Debtors for amounts and upon terms which Agent considers advisable, and in such
cases, Agent will credit Borrower’s Loan Account with only the net amounts
received by Agent in payment of such disputed Accounts after deducting all
Lender Group Expenses incurred or expended in connection therewith;



               (e) Cause Borrower to hold all of its returned Inventory in trust for the
Lender Group and segregate all such Inventory from all other assets of Borrower
or in Borrower’s possession;



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               (f) Without notice to or demand upon Borrower, make such payments and do
such acts as Agent considers necessary or reasonable to protect its security
interests in the Collateral. Borrower agrees to assemble the Collateral if
Agent so requires, and to make the Collateral available to Agent at a place
that Agent may designate which is reasonably convenient to both parties.
Borrower authorizes Agent to enter the premises where the Collateral is
located, to take and maintain possession of the Collateral, or any part of it,
and to pay, purchase, contest, or compromise any Lien that in Agent’s
determination appears to conflict with the Agent’s Liens in and to the
Collateral and to pay all expenses incurred in connection therewith and to
charge Borrower’s Loan Account therefor. With respect to any of Borrower’s
owned or leased premises, Borrower hereby grants Agent a license to enter into
possession of such premises and to occupy the same, without charge, in order to
exercise any of the Lender Group’s rights or remedies provided herein, at law,
in equity, or otherwise;



               (g) Without notice to Borrower (such notice being expressly waived), and
without constituting an acceptance of any collateral in full or partial
satisfaction of an obligation (within the meaning of the Code), set off and
apply to the Obligations any and all (i) balances and deposits of Borrower held
by the Lender Group (including any amounts received in the Cash Management
Accounts), or (ii) Indebtedness at any time owing to or for the credit or the
account of Borrower held by the Lender Group;



               (h) Hold, as cash collateral, any and all balances and deposits of
Borrower held by the Lender Group, and any amounts received in the Cash
Management Accounts, to secure the full and final repayment of all of the
Obligations;



               (i) Ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell (in the manner provided for herein) the
Borrower Collateral. Borrower hereby grants to Agent a license or other right
to use, without charge, Borrower’s labels, patents, copyrights, trade secrets,
trade names, trademarks, service marks, and advertising matter, or any property
of a similar nature, as it pertains to the Borrower
Collateral, in completing production of, advertising for sale, and selling
any Borrower Collateral and Borrower’s rights under all licenses and all
franchise agreements shall inure to the Lender Group’s benefit;



               (j) Sell the Borrower Collateral at either a public or private sale, or
both, by way of one or more contracts or transactions, for cash or on terms, in
such manner and at such places (including Borrower’s premises) as Agent
determines is commercially reasonable. It is not necessary that the Borrower
Collateral be present at any such sale;



               (k) Agent shall give notice of the disposition of the Borrower Collateral
as follows:




		
	 	        (i)     Agent shall give Borrower a notice in writing of the time
and place of public sale, or, if the sale is a private sale or some
other disposition other than a public sale is to be made of the
Borrower Collateral, the time on or after which the private sale or
other disposition is to be made; and



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	 	         (ii)     The notice shall be personally delivered or mailed,
postage prepaid, to Borrower as provided in Section 12, at least 10
days before the earliest time of disposition set forth in the
notice; no notice needs to be given prior to the disposition of any
portion of the Borrower Collateral that is perishable or threatens
to decline speedily in value or that is of a type customarily sold
on a recognized market;



               (l) Agent, on behalf of the Lender Group, may credit bid and purchase at
any public sale;



               (m) Agent may seek the appointment of a receiver or keeper to take
possession of all or any portion of the Borrower Collateral or to operate same
and, to the maximum extent permitted by law, may seek the appointment of such a
receiver without the requirement of prior notice or a hearing; and



               (n) The Lender Group shall have all other rights and remedies available at
law or in equity or pursuant to any other Loan Document.



     9.2 Remedies Cumulative.     The rights and remedies of the Lender Group
under this Agreement, the other Loan Documents, and all other agreements shall
be cumulative. The Lender Group shall have all other rights and remedies not
inconsistent herewith as provided under the Code, by law, or in equity. No
exercise by the Lender Group of one right or remedy shall be deemed an
election, and no waiver by the Lender Group of any Event of Default shall be
deemed a continuing waiver. No delay by the Lender Group shall constitute a
waiver, election, or acquiescence by it.


10. TAXES AND EXPENSES.



          If Borrower fails to pay any monies (whether taxes, assessments, insurance
premiums, or, in the case of leased properties or assets, rents or other
amounts payable under such leases) due to third Persons, or fails to make any
deposits or furnish any required proof of payment or deposit, all as required
under the terms of this Agreement, then, Agent, in its sole discretion and
without prior notice to Borrower, may do any or all of the following: (a) make
payment of the same or any part thereof, (b) set up such reserves in Borrower’s
Loan Account as Agent deems necessary to protect the Lender Group from the
exposure created by such failure, or (c) in the case of the failure to comply
with Section 6.8 hereof, obtain and maintain insurance policies of the type
described in Section 6.8 and take any action with respect to such policies as
Agent deems prudent in its Permitted Discretion. Any such amounts paid by
Agent shall constitute Lender Group Expenses and any such payments shall not
constitute an agreement by the Lender Group to make similar payments in the
future or a waiver by the Lender Group of any Event of Default under this
Agreement. Agent need not inquire as to, or contest the validity of, any such
expense, tax, or Lien and the receipt of the usual official notice for the
payment thereof shall be conclusive evidence that the same was validly due and
owing.



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11. WAIVERS; INDEMNIFICATION.



     11.1 Demand; Protest; etc.     Borrower waives demand, protest, notice of
protest, notice of default or dishonor, notice of payment and nonpayment,
nonpayment at maturity, release, compromise, settlement, extension, or renewal
of documents, instruments, chattel paper, and guarantees at any time held by
the Lender Group on which Borrower may in any way be liable.


     11.2 The Lender Group’s Liability for Borrower Collateral.     Borrower
hereby agrees that, so long as Agent complies with its obligations, if any,
under the Code or other applicable law: (a) the Lender Group shall not in any
way or manner be liable or responsible for: (i) the safekeeping of the
Borrower Collateral, (ii) any loss or damage thereto occurring or arising in
any manner or fashion from any cause, (iii) any diminution in the value
thereof, or (iv) any act or default of any carrier, warehouseman, bailee,
forwarding agency, or other Person, and (b) all risk of loss, damage, or
destruction of the Borrower Collateral shall be borne by Borrower.


     11.3 Indemnification.     Borrower shall pay, indemnify, defend, and hold the
Agent-Related Persons, the Lender-Related Persons, and each Participant (each,
an “Indemnified Person”) harmless (to the fullest extent permitted by law) from
and against any and all claims, demands, suits, actions, investigations,
proceedings, and damages, and all reasonable attorneys fees and disbursements
and other costs and expenses actually incurred in connection therewith (as and
when they are incurred and irrespective of whether suit is brought), at any
time asserted
against, imposed upon, or incurred by any of them (a) in connection with
or as a result of or related to the execution, delivery, enforcement,
performance, or administration (including any restructuring or workout with
respect hereto) of this Agreement, any of the other Loan Documents, or the
transactions contemplated hereby or thereby or the monitoring of Borrower’s and
its Subsidiaries’ compliance with the terms of the Loan Documents, and (b) with
respect to any investigation, litigation, or proceeding related to this
Agreement, any other Loan Document, or the use of the proceeds of the credit
provided hereunder (irrespective of whether any Indemnified Person is a party
thereto), or any act, omission, event, or circumstance in any manner related
thereto (all the foregoing, collectively, the “Indemnified Liabilities”). The
foregoing to the contrary notwithstanding, Borrower shall have no obligation to
any Indemnified Person under this Section 11.3 with respect to any Indemnified
Liability that a court of competent jurisdiction finally determines to have
resulted from the gross negligence or willful misconduct of such Indemnified
Person. This provision shall survive the termination of this Agreement and the
repayment of the Obligations. If any Indemnified Person makes any payment to
any other Indemnified Person with respect to an Indemnified Liability as to
which Borrower was required to indemnify the Indemnified Person receiving such
payment, the Indemnified Person making such payment is entitled to be
indemnified and reimbursed by Borrower with respect thereto. WITHOUT
LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH
RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR
ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED


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PERSON OR OF ANY
OTHER PERSON (BUT EXCLUDING ANY GROSS NEGLIGENCE OR WILFULL MISCONDUCT).


12. NOTICES.



          Unless otherwise provided in this Agreement, all notices or demands by
Borrower or Agent to the other relating to this Agreement or any other Loan
Document shall be in writing and (except for financial statements and other
informational documents which may be sent by first-class mail, postage prepaid)
shall be personally delivered or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Borrower or Agent, as applicable, may designate to each
other in accordance herewith), or telefacsimile to Borrower or Agent, as the
case may be, at its address set forth below:




	 	 	 
	If to Parent or Borrower:	 	
GXS HOLDINGS, INC.

100 Edison Park Drive

Gaithersburg, Maryland 20878

Attn:  Chief Financial Officer

Fax No. 301.340.4351
	 
	 	 	 
	 
	with copies to:	 	
GXS HOLDINGS, INC.

100 Edison Park Drive

Gaithersburg, Maryland 20878

Attn:  General Counsel

Fax No. 301.340.4251
	 
	 	 	 
	 
	 	 	
JONES DAY

77 West Wacker

Chicago, Illinois 60601

Attn:  Robert J. Graves, Esq.

Fax No. 312.782.8585
	 
	 	 	 
	 
	If to Agent:	 	
FOOTHILL CAPITAL CORPORATION

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California  90404

Attn: Business Finance Manager

Fax No. 310.453.7413
	 
	 	 	 
	 
	with copies to:	 	
PAUL, HASTINGS, JANOFSKY & WALKER LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attn:  John Francis Hilson, Esq.

Fax No. 213.627.0705



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          Agent and Borrower may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other party. All notices or demands sent in accordance with this Section 12,
other than notices by Agent in connection with enforcement rights against the
Borrower Collateral under the provisions of the Code, shall be deemed received
on the earlier of the date of actual receipt or 3 Business Days after the
deposit thereof in the mail. Borrower acknowledges and agrees that notices
sent by the Lender Group in connection with the exercise of enforcement rights
against Borrower Collateral under the provisions of the Code shall be deemed
sent when deposited in the mail or personally delivered, or, where permitted by
law, transmitted by telefacsimile or any other method set forth above.



13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.



               (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH
OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF
AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO
ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL
BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



               (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY BORROWER COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH
ACTION OR WHERE SUCH BORROWER COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
BORROWER AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION 13(b).



               (c) BORROWER AND THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY
OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS.




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BORROWER AND THE LENDER GROUP REPRESENT THAT
EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.


14. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.



     14.1 Assignments and Participations.


               (a) Any Lender may assign and delegate to one or more assignees (each an
“Assignee”) that are Eligible Transferees all, or any part of all, of the
Obligations, the Commitments and the other rights and obligations of such
Lender hereunder and under the other Loan Documents, in a minimum amount of
$5,000,000 (except such minimum amount shall not apply to any Affiliate of a
Lender or to a Related Fund or account managed by a Lender); provided, however,
that Borrower and Agent may continue to deal solely and directly with such
Lender in connection with the interest so assigned to an Assignee until (i)
written notice of such assignment, together with payment instructions,
addresses, and related information with respect to the Assignee, have been
given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender
and its Assignee have delivered to Borrower and Agent an Assignment and
Acceptance, and (iii) the assignor Lender or Assignee has paid to
Agent for Agent’s separate account a processing fee in the amount of
$5,000. Anything contained herein to the contrary notwithstanding, the payment
of any fees shall not be required and the Assignee need not be an Eligible
Transferee if (y) such assignment is in connection with any merger,
consolidation, sale, transfer, or other disposition of all or any substantial
portion of the business or loan portfolio of such Lender or (z) the Assignee is
an Affiliate of a Lender or a Related Fund.



               (b) From and after the date that Agent notifies the assignor Lender (with
a copy to Borrower) that it has received an executed Assignment and Acceptance
and payment of the above-referenced processing fee, (i) the Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance,
shall have the rights and obligations of a Lender under the Loan Documents, and
(ii) the assignor Lender shall, to the extent that rights and obligations
hereunder and under the other Loan Documents have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights (except with respect
to Section 11.3 hereof) and be released from any future obligations under this
Agreement (and in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this
Agreement and the other Loan Documents, such Lender shall cease to be a party
hereto and thereto), and such assignment shall effect a novation between
Borrower and the Assignee; provided, however, that nothing contained herein
shall release any assigning Lender from obligations that survive the
termination of this Agreement, including such assigning Lender’s obligations
under Article 16 and Section 17.8 of this Agreement.




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               (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (1) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished
pursuant hereto, (2) such assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of
Borrower or the performance or observance by Borrower of any of its obligations
under this Agreement or any other Loan Document furnished pursuant hereto, (3)
such Assignee confirms that it has received a copy of this Agreement, together
with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance, (4) such Assignee will, independently and without reliance upon
Agent, such assigning Lender or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement, (5)
such Assignee appoints and authorizes Agent to take such actions and to
exercise such powers under this Agreement as are delegated to Agent, by the
terms hereof, together with such powers as are reasonably incidental thereto,
and (6) such Assignee agrees that it will perform all of the obligations which
by the terms of this Agreement are required to be performed by it as a Lender.




               (d) Immediately upon Agent’s receipt of the required processing fee
payment and the fully executed Assignment and Acceptance, this Agreement shall
be deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Lender pro tanto.



               (e) Any Lender may at any time, with the written consent of Agent, sell to
one or more commercial banks, financial institutions, or other Persons not
Affiliates of such Lender (a “Participant”) participating interests in its
Obligations, the Commitment, and the other rights and interests of that Lender
(the “Originating Lender”) hereunder and under the other Loan Documents
(provided that no written consent of Agent shall be required in connection with
any sale of any such participating interests by a Lender to an Eligible
Transferee); provided, however, that (i) the Originating Lender shall remain a
“Lender” for all purposes of this Agreement and the other Loan Documents and
the Participant receiving the participating interest in the Obligations, the
Commitments, and the other rights and interests of the Originating Lender
hereunder shall not constitute a “Lender” hereunder or under the other Loan
Documents and the Originating Lender’s obligations under this Agreement shall
remain unchanged, (ii) the Originating Lender shall remain solely responsible
for the performance of such obligations, (iii) Borrower, Agent, and the Lenders
shall continue to deal solely and directly with the Originating Lender in
connection with the Originating Lender’s rights and obligations under this
Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant
any participating interest under which the




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Participant has the right to approve
any amendment to, or any consent or waiver with respect to, this Agreement or
any other Loan Document, except to the extent such amendment to, or consent or
waiver with respect to this Agreement or of any other Loan Document would (A)
extend the final maturity date of the Obligations hereunder in which such
Participant is participating, (B) reduce the interest rate applicable to the
Obligations hereunder in which such Participant is participating, (C) release
all or substantially all of the Collateral or guaranties (except to the extent
expressly provided herein or in any of the Loan Documents) supporting the
Obligations hereunder in which such Participant is participating, (D) postpone
the payment of, or reduce the amount of, the interest or fees payable to such
Participant through such Lender, or (E) change the amount or due dates of
scheduled principal repayments or prepayments or premiums, and (v) all amounts
payable by Borrower hereunder shall be determined as if such Lender had not
sold such participation, except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement. The rights of any Participant only shall be derivative
through the Originating Lender with whom such Participant participates and no
Participant shall have any rights under this Agreement or the other Loan
Documents or any direct rights as to the other Lenders, Agent, Borrower, the
Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in
respect of the
Obligations. No Participant shall have the right to participate directly
in the making of decisions by the Lenders among themselves.


               (f) In connection with any such assignment or participation or proposed
assignment or participation, a Lender may, subject to the provisions of Section
17.8, disclose all documents and information which it now or hereafter may
have relating to Borrower and its Subsidiaries and their respective businesses.



               (g) Any other provision in this Agreement notwithstanding, any Lender may
at any time create a security interest in, or pledge, all or any portion of its
rights under and interest in this Agreement in favor of any Federal Reserve
Bank in accordance with Regulation A of the Federal Reserve Bank or U.S.
Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce
such pledge or security interest in any manner permitted under applicable law.



               (h) Agent, in its capacity as agent for the Borrower, shall maintain, or
cause to be maintained, a register (the “Register”) on which it enters the name
of a Lender as the registered owner of the Borrowings held by such Lender. A
Registered Loan (and the Registered Note, if any, evidencing the same) may be
assigned or sold in whole or in part only by registration of such assignment or
sale on the Register (and each Registered Note shall expressly so provide).
Any assignment or sale of all or part of such Registered Loan (and the
Registered Note, if any, evidencing the same) may be effected only by
registration of such assignment or sale on the Register, together with the
surrender of the Registered Note, if any, evidencing the same duly endorsed by
(or accompanied by a written instrument




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of assignment or sale duly executed by)
the holder of such Registered Note, whereupon, at the request of the designated
assignee(s) or transferee(s), one or more new Registered Notes in the same
aggregate principal amount shall be issued to the designated assignee(s) or
transferee(s). Prior to the registration of assignment or sale of any
Registered Loan (and the Registered Note, if any, evidencing the same), Agent
shall treat the Person in whose name such Registered Loan (and the Registered
Note, if any, evidencing the same) is registered as the owner thereof for the
purpose of receiving all payments thereon and for all other purposes,
notwithstanding notice to the contrary. In the case of an assignment or
delegation covered by Section 14.1(a)(z), the Lender that is the assignee shall
maintain a comparable Register on behalf of Borrower.


               (i) In the event that a Lender sells participations in the Registered
Loan, such Lender shall maintain a register on which it enters the name of all
participants in the Registered Loans held by it (the “Participant Register”).
A Registered Loan (and the Registered Note, if any, evidencing the same) may be
participated in whole or in part only by registration of such participation on
the Participant Register (and each Registered Note shall expressly so provide).
Any participation of such Registered Loan (and the Registered Note, if any,
evidencing the same) may be effected only by the registration of such

participation on the Participant Register.



     14.2 Successors.     This Agreement shall bind and inure to the benefit of the respective
successors and assigns of each of the parties; provided, however, that Borrower
may not assign this Agreement or any rights or duties hereunder without the
Lenders’ prior written consent and any prohibited assignment shall be
absolutely void ab initio. No consent to assignment by the Lenders shall
release Borrower from its Obligations. A Lender may assign this Agreement and
the other Loan Documents and its rights and duties hereunder and thereunder
pursuant to Section 14.1 hereof and, except as expressly required pursuant to
Section 14.1 hereof, no consent or approval by Borrower is required in
connection with any such assignment.


15. AMENDMENTS; WAIVERS.



     15.1     Amendments and Waivers.     No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by Borrower therefrom, shall be effective unless the same shall be in
writing and signed by the Required Lenders (or by Agent at the written request
of the Required Lenders) and Borrower and then any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such waiver, amendment, or consent
shall, unless in writing and signed by all of the Lenders affected thereby and
Borrower, do any of the following:


               (a) increase or extend any Commitment of any Lender,



               (b) postpone or delay any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees, or other amounts due
hereunder or under any other Loan Document,




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               (c) reduce the principal of, or the rate of interest on, any loan or other
extension of credit hereunder, or reduce any fees or other amounts payable
hereunder or under any other Loan Document,



               (d) change the percentage of the Commitments that is required to take any
action hereunder,



               (e) amend or modify this Section or any provision of the Agreement
providing for consent or other action by all Lenders,



               (f) release Collateral other than as permitted by Section 16.12,



               (g) change the definition of “Required Lenders” or “Pro Rata Share”,



               (h) contractually subordinate any of the Agent’s Liens,



               (i) release Borrower or a Guarantor from any obligation for the payment of
money, except to the extent provided for by this Agreement, or



               (j) change the definition of Borrowing Base or the definitions of EDI
Service Revenue, Maximum Revolver Amount, Term Loan Amount, or change Section
2.1(b), or



               (k) amend any of the provisions of Section 16.



and, provided further, however, that no amendment, waiver or consent shall,
unless in writing and signed by Agent, Issuing Lender, or Swing Lender, as
applicable, affect the rights or duties of Agent, Issuing Lender, or Swing
Lender, as applicable, under this Agreement or any other Loan Document. The
foregoing notwithstanding, any amendment, modification, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement
or any other Loan Document that relates only to the relationship of the Lender
Group among themselves, and that does not affect the rights or obligations of
Borrower, shall not require consent by or the agreement of Borrower.


     15.2     Replacement of Holdout Lender.


               (a) If any action to be taken by the Lender Group or Agent hereunder
requires the unanimous consent, authorization, or agreement of all Lenders, and
a Lender (“Holdout Lender”) fails to give its consent, authorization, or
agreement, then Agent, upon at least 5 Business Days prior irrevocable notice
to the Holdout Lender, may permanently replace the Holdout Lender with one or
more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender
shall have no right to refuse to be replaced hereunder. Such notice to replace
the Holdout Lender shall specify an effective date for such replacement, which
date shall not be later than 15 Business Days after the date such notice is
given.



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               (b) Prior to the effective date of such replacement, the Holdout Lender
and each Replacement Lender shall execute and deliver an Assignment and
Acceptance, subject only to the Holdout Lender being repaid its share of the
outstanding Obligations (including an assumption of its Pro Rata Share of the
Risk Participation Liability) without any premium or penalty of any kind
whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver
any such Assignment and Acceptance prior to the effective date of such
replacement, the Holdout Lender shall be deemed to have executed and delivered
such Assignment and Acceptance. The replacement of any Holdout Lender shall be
made in accordance with the terms of Section 14.1. Until such time as the
Replacement Lenders shall have acquired all of the Obligations, the
Commitments, and the other rights and obligations of the Holdout Lender
hereunder and under the other Loan Documents, the Holdout Lender shall remain
obligated to make the Holdout Lender’s Pro Rata Share of Advances and to
purchase a participation in each Letter of Credit, in an amount equal to its
Pro Rata Share of the Risk Participation Liability of such Letter of Credit.



     15.3     No Waivers; Cumulative Remedies.     No failure by Agent or any Lender
to exercise any right, remedy, or option under this Agreement or any other Loan
Document, or delay by Agent or any Lender in
exercising the same, will operate as a waiver thereof. No waiver by Agent
or any Lender will be effective unless it is in writing, and then only to the
extent specifically stated. No waiver by Agent or any Lender on any occasion
shall affect or diminish Agent’s and each Lender’s rights thereafter to require
strict performance by Borrower of any provision of this Agreement. Agent’s and
each Lender’s rights under this Agreement and the other Loan Documents will be
cumulative and not exclusive of any other right or remedy that Agent or any
Lender may have.


16. AGENT; THE LENDER GROUP.



     16.1     Appointment and Authorization of Agent.     Each Lender hereby
designates and appoints Foothill as its representative under this Agreement and
the other Loan Documents and each Lender hereby irrevocably authorizes Agent to
execute and deliver each of the other Loan Documents on its behalf and to take
such other action on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to Agent by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Agent agrees to act as such on the express conditions contained in this Section
16. The provisions of this Section 16 (other than the proviso to Section
16.11(e))are solely for the benefit of Agent, and the Lenders, and Borrower and
its Subsidiaries shall have no rights as a third party beneficiary of any of
the provisions contained herein. Any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document notwithstanding,
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against Agent; it being
expressly understood and agreed that the use of the word “Agent” is for
convenience only, that Foothill is merely the representative of the Lenders,
and only has


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the contractual duties set forth herein. Except as expressly
otherwise provided in this Agreement, Agent shall have and may use its sole
discretion with respect to exercising or refraining from exercising any
discretionary rights or taking or refraining from taking any actions that Agent
expressly is entitled to take or assert under or pursuant to this Agreement and
the other Loan Documents. Without limiting the generality of the foregoing, or
of any other provision of the Loan Documents that provides rights or powers to
Agent, Lenders agree that Agent shall have the right to exercise the following
powers as long as this Agreement remains in effect: (a) maintain, in
accordance with its customary business practices, ledgers and records
reflecting the status of the Obligations, the Collateral, the Collections of
Borrower and its Subsidiaries, and related matters, (b) execute or file any and
all financing or similar statements or notices, amendments, renewals,
supplements, documents, instruments, proofs of claim, notices and other written
agreements with respect to the Loan Documents, (c) make Advances, for itself or
on behalf of Lenders as provided in the Loan Documents, (d) exclusively
receive, apply, and distribute the Collections of Borrower and its Subsidiaries
as provided in the Loan Documents, (e) open and maintain such bank accounts and
cash management arrangements
as Agent deems necessary and appropriate in accordance with the Loan
Documents for the foregoing purposes with respect to the Collateral and the
Collections of Borrower and its Subsidiaries, (f) perform, exercise, and
enforce any and all other rights and remedies of the Lender Group with respect
to Borrower, the Obligations, the Collateral, the Collections of Borrower and
its Subsidiaries, or otherwise related to any of same as provided in the Loan
Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem
necessary or appropriate for the performance and fulfillment of its functions
and powers pursuant to the Loan Documents. Without derogating from any other
authority granted to Agent herein or in any other Loan Document, each Lender
hereby specifically (x) authorizes Agent to enter into each of the Foreign
Pledge Agreements, including but not limited to those governed by German,
French, Dutch, Belgian, English and Italian law, respectively, as agent on
behalf of Lenders, with the effect that Lenders each become a Secured Party
thereunder and (y) appoints Agent as its attorney-in-fact granting it the
powers to execute each such Foreign Pledge Agreement, including but not limited
to those governed by German, French, Dutch, Belgian, and Italian law,
respectively, in its name and on its behalf, with the effect that Lenders each
become a Secured Party thereunder. The authorization granted in herein above
comprises any action or declaration the Agent may deem necessary in connection
with such Foreign Pledge Agreements (including any action or declaration that
the Agent deems to be necessary in order to create a valid Foreign Pledge
Agreement governed by the respective foreign laws) and the Agent shall be
explicitly exempt from any restriction to act for various parties to such
Foreign Pledge Agreements. In respect of each Foreign Pledge Agreement, Agent
has the power to sub-delegate to third parties its powers as attorney-in-fact
of each of the Lenders. Furthermore, without prejudice to the other provisions
of the Agreement and the other Loan Documents and for the purpose of ensuring
and preserving the validity and continuity of the security rights granted and
to be granted under or pursuant to the Dutch Share Pledge, each of the Lenders
and the other parties hereto hereby acknowledges and consents to the Pledgor
undertaking in the Dutch Share Pledge to pay to the Agent as pledgee
thereunder, in its own capacity and not as agent or trustee, amounts which are
(1) equal to the amounts due from time to time by Borrower under or with
respect to the Obligations as defined in the Dutch


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Share Pledge (the “Relevant
Liabilities”), and (2) due and payable at the same time as the corresponding
amounts under the Relevant Liabilities are or shall be due and payable (such
payment undertaking and the obligations and liabilities of the Pledgor
resulting therefrom: the “Parallel Debt”). The Lenders and the other parties
hereto hereby agree that the Parallel Debt is a claim of Agent which is
separate and independent from, and without prejudice to, the claims of the
Lenders in respect of the Relevant Liabilities, and is not a claim which is
held jointly with the Lenders, provided that to the extent any amount is
irreversibly and indefeasibly paid to and received by the Agent in payment of
the Parallel Debt, the total amount due and payable in respect of the Relevant
Liabilities shall be decreased as if such amount were received by the Lenders
or any of them in payment of the corresponding Relevant Liabilities. Agent,
acting in its own capacity, hereby agrees to apply all proceeds that it
receives in connection with any enforcement action taken under or pursuant to
the Dutch Share Pledge or otherwise in satisfaction in whole or in part of the
Parallel Debt, mutatis mutandis in accordance with the provisions of this
Agreement for the application of proceeds by Agent.


     16.2     Delegation of Duties. Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects as
long as such selection was made without gross negligence or willful misconduct.


     16.3     Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by Borrower or any
Subsidiary or Affiliate of Borrower, or any officer or director thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for
in, or received by Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of Borrower or any other party to any Loan Document to perform
its obligations hereunder or thereunder. No Agent-Related Person shall be
under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the Books or
properties of Borrower or the books or records or properties of any of
Borrower’s Subsidiaries or Affiliates.


     16.4     Reliance by Agent. Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent, or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to


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Borrower or counsel to any Lender), independent accountants and other
experts selected by Agent. Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless Agent shall first receive such advice or concurrence of the Lenders as
it deems appropriate and until such instructions are received, Agent shall act,
or refrain from acting, as it deems advisable. If Agent so requests, it shall
first be indemnified to its reasonable satisfaction by the Lenders against any
and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the requisite
Lenders and such request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Lenders.


     16.5     Notice of Default or Event of Default. Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest, fees,
and expenses required to be paid to Agent for the account of the Lenders and,
except with respect to Events of Default of which Agent has actual knowledge,
unless Agent shall have received written notice from a Lender or Borrower
referring to this Agreement, describing such Default or Event of Default, and
stating that such notice is a “notice of default.” Agent promptly will notify
the Lenders of its receipt of any such notice or of any Event of Default of
which Agent has actual knowledge. If any Lender obtains actual knowledge of
any Event of Default, such Lender promptly shall notify the other Lenders and
Agent of such Event of Default. Each Lender shall be solely responsible for
giving any notices to its Participants, if any. Subject to Section 16.4, Agent
shall take such action with respect to such Default or Event of Default as may
be requested by the Required Lenders in accordance with Section 9; provided,
however, that unless and until Agent has received any such request, Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable.


     16.6     Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that
no act by Agent hereinafter taken, including any review of the affairs of
Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of Borrower and any other Person party to a Loan Document, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to Borrower. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and


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creditworthiness of Borrower and any other Person party to a Loan Document.
Except for notices, reports, and other documents expressly herein required to
be furnished to the Lenders by Agent, Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of Borrower and any other Person party to a Loan
Document that may come into the possession of any of the Agent-Related Persons.


     16.7     Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent
reasonably deems necessary or appropriate for the performance and fulfillment
of its functions, powers, and obligations pursuant to the Loan Documents,
including court costs, attorneys fees and expenses, fees and expenses of
financial accountants, advisors, consultants, and appraisers, costs of
collection by outside collection agencies, auctioneer fees and expenses, and
costs of security guards or insurance premiums paid to maintain the Collateral,
whether or not Borrower is obligated to reimburse Agent or Lenders for such
expenses pursuant to the Loan Agreement or otherwise. Agent is authorized and
directed to deduct and retain sufficient amounts from the Collections of
Borrower and its Subsidiaries received by Agent to reimburse Agent for such
out-of-pocket costs and expenses prior to the distribution of any amounts to
Lenders. In the event Agent is not reimbursed for such costs and expenses from
the Collections of Borrower and its Subsidiaries received by Agent, each Lender
hereby agrees that it is and shall be obligated to pay to or reimburse Agent
for the amount of such Lender’s Pro Rata Share thereof. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand the Agent-Related Persons (to the extent not reimbursed by or on
behalf of Borrower and without limiting the obligation of Borrower to do so),
according to their Pro Rata Shares, from and against any and all Indemnified
Liabilities; provided, however, that no Lender shall be liable for the payment
to any Agent-Related Person of any portion of such Indemnified Liabilities
resulting solely from such Person’s gross negligence or willful misconduct nor
shall any Lender be liable for the obligations of any Defaulting Lender in
failing to make an Advance or other extension of credit hereunder. Without
limitation of the foregoing, each Lender shall reimburse Agent upon demand for
such Lender’s Pro Rata Share of any costs or out-of-pocket expenses (including
attorneys, accountants, advisors, and consultants fees and expenses) incurred
by Agent in connection with the preparation, execution, delivery,
administration, modification, amendment, or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that Agent is
not reimbursed for such expenses by or on behalf of Borrower. The undertaking
in this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of Agent.


     16.8     Agent in Individual Capacity. Foothill and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in, and generally engage in any kind of banking,
trust, financial advisory, underwriting, or other business with Borrower and
its Subsidiaries and Affiliates and any other Person party to any Loan
Documents as though Foothill were not Agent hereunder, and, in each case,
without notice to or consent of the other members of the Lender Group. The
other members of the


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Lender Group acknowledge that, pursuant to such
activities, Foothill or its Affiliates may receive information regarding
Borrower or its Affiliates and any other Person party to any Loan Documents
that is subject to confidentiality obligations in favor of Borrower or such
other Person and that prohibit the disclosure of such information to the
Lenders, and the Lenders acknowledge that, in such circumstances (and in the
absence of a waiver of such confidentiality obligations, which
waiver Agent will use its reasonable best efforts to obtain), Agent shall
not be under any obligation to provide such information to them. The terms
“Lender” and “Lenders” include Foothill in its individual capacity.


     16.9     Successor Agent. Agent may resign as Agent upon 45 days notice to
the Lenders. If Agent resigns under this Agreement, the Required Lenders shall
appoint a successor Agent for the Lenders. If no successor Agent is appointed
prior to the effective date of the resignation of Agent, Agent may appoint,
after consulting with the Lenders, a successor Agent. If Agent has materially
breached or failed to perform any material provision of this Agreement or of
applicable law, the Required Lenders may agree in writing to remove and replace
Agent with a successor Agent from among the Lenders. In any such event, upon
the acceptance of its appointment as successor Agent hereunder, such successor
Agent shall succeed to all the rights, powers, and duties of the retiring Agent
and the term “Agent” shall mean such successor Agent and the retiring Agent’s
appointment, powers, and duties as Agent shall be terminated. After any
retiring Agent’s resignation hereunder as Agent, the provisions of this Section
16 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement. If no successor Agent has accepted
appointment as Agent by the date which is 45 days following a retiring Agent’s
notice of resignation, the retiring Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
Agent hereunder until such time, if any, as the Lenders appoint a successor
Agent as provided for above.


     16.10     Lender in Individual Capacity. Any Lender and its respective
Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
Borrower and its Subsidiaries and Affiliates and any other Person party to any
Loan Documents as though such Lender were not a Lender hereunder without notice
to or consent of the other members of the Lender Group. The other members of
the Lender Group acknowledge that, pursuant to such activities, such Lender and
its respective Affiliates may receive information regarding Borrower or its
Affiliates and any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of Borrower or such other Person and that
prohibit the disclosure of such information to the Lenders, and the Lenders
acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver such Lender will use its reasonable
best efforts to obtain), such Lender not shall be under any obligation to
provide such information to them. With respect to the Swing Loans and Agent
Advances, Swing Lender shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the sub-agent of Agent.


     16.11     Withholding Taxes.


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               (a)     If any Lender is a “foreign person” within the meaning of the IRC and
such Lender claims exemption from, or a reduction of, U.S. withholding tax
under Sections 1441 or 1442 of the IRC, such Lender agrees with and in favor of
Agent and Borrower, to deliver to Agent and Borrower:




		
	 	     (i)     if such Lender claims an exemption from withholding tax
pursuant to its portfolio interest exception, (A) a statement of
the Lender, signed under penalty of perjury, that it is not a (I) a
“bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10%
shareholder of Borrower (within the meaning of Section 871(h)(3)(B)
of the IRC), or (III) a controlled foreign corporation related to
Borrower within the meaning of Section 864(d)(4) of the IRC, and
(B) a properly completed and executed IRS Form W-8BEN, before the
first payment of any interest under this Agreement and at any other
time reasonably requested by Agent or Borrower;




		
	 	     (ii)     if such Lender claims an exemption from, or a reduction
of, withholding tax under a United States tax treaty, properly
completed and executed IRS Form W-8BEN before the first payment of
any interest under this Agreement and at any other time reasonably
requested by Agent or Borrower;




		
	 	     (iii)     if such Lender claims that interest paid under this
Agreement is exempt from United States withholding tax because it
is effectively connected with a United States trade or business of
such Lender, two properly completed and executed copies of IRS Form
W-8ECI before the first payment of any interest is due under this
Agreement and at any other time reasonably requested by Agent or
Borrower;




		
	 	     (iv)     such other form or forms as may be required under the IRC
or other laws of the United States as a condition to exemption
from, or reduction of, United States withholding tax.



Such Lender agrees promptly to notify Agent and Borrower of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.


               (b)     If any Lender claims exemption from, or reduction of, withholding tax
under a United States tax treaty by providing IRS Form W-8BEN and such Lender
sells, assigns, grants a participation in, or otherwise transfers all or part
of the Obligations of Borrower to such Lender, such Lender agrees to notify
Agent of the percentage amount in which it is no longer the beneficial owner of
Obligations of Borrower to such Lender. To the extent of such percentage
amount, Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.



               (c)     If any Lender is entitled to a reduction in the applicable withholding
tax, Agent may withhold from any interest payment to such Lender an amount
equivalent to the applicable withholding tax after taking into account such
reduction. If the forms or other




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documentation required by subsection (a) of this Section are not delivered
to Agent, then Agent may withhold from any interest payment to such Lender not
providing such forms or other documentation an amount equivalent to the
applicable withholding tax.


               (d)     If the IRS or any other Governmental Authority of the United States or

other jurisdiction asserts a claim that Agent did not properly withhold tax
from amounts paid to or for the account of any Lender (because the appropriate
form was not delivered, was not properly executed, or because such Lender
failed to notify Agent of a change in circumstances which rendered the
exemption from, or reduction of, withholding tax ineffective, or for any other
reason) such Lender shall indemnify and hold Agent harmless for all amounts
paid, directly or indirectly, by Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the
amounts payable to Agent under this Section, together with all costs and
expenses (including attorneys fees and expenses). The obligation of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of Agent.



               (e)     All payments made by Borrower hereunder or under any note will be made
without setoff, counterclaim, or other defense, except as required by
applicable law other than for Taxes (as defined below). All such payments will
be made free and clear of, and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by any jurisdiction (other
than the United States) or by any political subdivision or taxing authority
thereof or therein (other than of the United States) with respect to such
payments (but excluding, any tax imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein (i) measured by or
based on the net income or net profits of a Lender, or (ii) to the extent that
such tax results from a change in the circumstances of the Lender, including a
change in the residence, place of organization, or principal place of business
of the Lender, or a change in the branch or lending office of the Lender
participating in the transactions set forth herein) and all interest, penalties
or similar liabilities with respect thereto (all such non-excluded taxes,
levies, imposts, duties, fees, assessments or other charges being referred to
collectively as “Taxes”). If any Taxes are so levied or imposed, Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Agreement or
under any note, including any amount paid pursuant to this Section 16.11(e)
after withholding or deduction for or on account of any Taxes, will not be less
than the amount provided for herein; provided, however, that Borrower shall not
be required to increase any such amounts payable to Agent or any Lender (i)
that is not organized under the laws of the United States, if such Person fails
to comply with the other requirements of this Section 16.11, or (ii) if the
increase in such amount payable results from Agent’s or such Lender’s own
willful misconduct or gross negligence. Borrower will furnish to Agent as
promptly as possible after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by
Borrower.



     16.12     Collateral Matters.


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               (a) The Lenders hereby irrevocably authorize Agent, at its option and in
its sole discretion, to release any Lien on any Collateral (i) upon the
termination of the Commitments and payment and satisfaction in full by Borrower
of all Obligations, (ii) constituting property being sold or disposed of if a
release is required or desirable in connection therewith and if Borrower
certifies to Agent that the sale or disposition is permitted under Section 7.4
of this Agreement or the other Loan Documents (and Agent may rely conclusively
on any such certificate, without further inquiry), (iii) constituting property
in which Borrower or its Subsidiaries owned no interest at the time the Agent’s
Lien was granted nor at any time thereafter, or (iv) constituting property
leased to Borrower or its Subsidiaries under a lease that has expired or is
terminated in a transaction permitted under this Agreement. Except as provided
above, Agent will not execute and deliver a release of any Lien on any
Collateral without the prior written authorization of (y) if the release is of
all or substantially all of the Collateral, all of the Lenders, or (z)
otherwise, the Required Lenders. Upon request by Agent or Borrower at any
time, the Lenders will confirm in writing Agent’s authority to release any such
Liens on particular types or items of Collateral pursuant to this Section
16.12; provided, however, that (1) Agent shall not be required to execute any
document necessary to evidence such release on terms that, in Agent’s opinion,
would expose Agent to liability or create any obligation or entail any
consequence other than the release of such Lien without recourse,
representation, or warranty, and (2) such release shall not in any manner
discharge, affect, or impair the Obligations or any Liens (other than those
expressly being released) upon (or obligations of Borrower in respect of) all
interests retained by Borrower, including, the proceeds of any sale, all of
which shall continue to constitute part of the Collateral.



               (b) Agent shall have no obligation whatsoever to any of the Lenders to
assure that the Collateral exists or is owned by Borrower or is cared for,
protected, or insured or has been encumbered, or that the Agent’s Liens have
been properly or sufficiently or lawfully created, perfected, protected, or
enforced or are entitled to any particular priority, or to exercise at all or
in any particular manner or under any duty of care, disclosure or fidelity, or
to continue exercising, any of the rights, authorities and powers granted or
available to Agent pursuant to any of the Loan Documents, it being understood
and agreed that in respect of the Collateral, or any act, omission, or event
related thereto, subject to the terms and conditions contained herein, Agent
may act in any manner it may deem appropriate, in its sole discretion given
Agent’s own interest in the Collateral in its capacity as one of the Lenders
and that Agent shall have no other duty or liability whatsoever to any Lender
as to any of the foregoing, except as otherwise provided herein.



     16.13     Restrictions on Actions by Lenders; Sharing of Payments.


               (a) Each of the Lenders agrees that it shall not, without the express
written consent of Agent, and that it shall, to the extent it is lawfully
entitled to do so, upon
the written request of Agent, set off against the Obligations, any amounts
owing by such Lender to Borrower or any deposit accounts of Borrower now or
hereafter maintained with such Lender. Each of the Lenders further agrees that
it shall not, unless specifically requested to do so in writing by Agent, take
or cause to be taken any action, including, the




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commencement of any legal or
equitable proceedings, to foreclose any Lien on, or otherwise enforce any
security interest in, any of the Collateral.


               (b) If, at any time or times any Lender shall receive (i) by payment,
foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments
with respect to the Obligations, except for any such proceeds or payments
received by such Lender from Agent pursuant to the terms of this Agreement, or
(ii) payments from Agent in excess of such Lender’s ratable portion of all such
distributions by Agent, such Lender promptly shall (1) turn the same over to
Agent, in kind, and with such endorsements as may be required to negotiate the
same to Agent, or in immediately available funds, as applicable, for the
account of all of the Lenders and for application to the Obligations in
accordance with the applicable provisions of this Agreement, or (2) purchase,
without recourse or warranty, an undivided interest and participation in the
Obligations owed to the other Lenders so that such excess payment received
shall be applied ratably as among the Lenders in accordance with their Pro Rata
Shares; provided, however, that to the extent that such excess payment received
by the purchasing party is thereafter recovered from it, those purchases of
participations shall be rescinded in whole or in part, as applicable, and the
applicable portion of the purchase price paid therefor shall be returned to
such purchasing party, but without interest except to the extent that such
purchasing party is required to pay interest in connection with the recovery of
the excess payment.



     16.14     Agency for Perfection. Agent hereby appoints each other Lender as
its agent (and each Lender hereby accepts such appointment) for the purpose of
perfecting the Agent’s Liens in assets which, in accordance with Article 9 of
the Code can be perfected only by possession or control. Should any Lender
obtain possession or control of any such Collateral, such Lender shall notify
Agent thereof, and, promptly upon Agent’s request therefor shall deliver
possession or control of such Collateral to Agent or in accordance with Agent’s
instructions.


     16.15     Payments by Agent to the Lenders. All payments to be made by Agent
to the Lenders shall be made by bank wire transfer of immediately available
funds pursuant to such wire transfer instructions as each party may designate
for itself by written notice to Agent. Concurrently with each such payment,
Agent shall identify whether such payment (or any portion thereof) represents
principal, premium, or interest of the Obligations.


     16.16     Concerning the Collateral and Related Loan Documents. Each member
of the Lender Group authorizes and directs Agent to enter into this Agreement
and the other Loan Documents. Each member of the Lender Group agrees
that any action taken by Agent in accordance with the terms of this
Agreement or the other Loan Documents relating to the Collateral and the
exercise by Agent of its powers set forth therein or herein, together with such
other powers that are reasonably incidental thereto, shall be binding upon all
of the Lenders.


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     16.17     Field Audits and Examination Reports; Confidentiality; Disclaimers
by Lenders; Other Reports and Information. By becoming a party to this
Agreement, each Lender:


               (a) is deemed to have requested that Agent furnish such Lender, promptly
after it becomes available, a copy of each field audit or examination report
(each a “Report” and collectively, “Reports”) prepared by Agent, and Agent
shall so furnish each Lender with such Reports,



               (b) expressly agrees and acknowledges that Agent does not (i) make any
representation or warranty as to the accuracy of any Report, and (ii) shall not
be liable for any information contained in any Report,



               (c) expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that Agent or other party performing any
audit or examination will inspect only specific information regarding Borrower
and will rely significantly upon the Books, as well as on representations of
Borrower’s personnel,



               (d) agrees to keep all Reports and other material, non-public information
regarding Borrower and its Subsidiaries and their operations, assets, and
existing and contemplated business plans in a confidential manner in accordance
with Section 17.8, and



               (e) without limiting the generality of any other indemnification provision
contained in this Agreement, agrees: (i) to hold Agent and any other Lender
preparing a Report harmless from any action the indemnifying Lender may take or
fail to take or any conclusion the indemnifying Lender may reach or draw from
any Report in connection with any loans or other credit accommodations that the
indemnifying Lender has made or may make to Borrower, or the indemnifying
Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or
loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold
Agent, and any such other Lender preparing a Report harmless from and against,
the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including, attorneys fees and costs) incurred by Agent and any such other
Lender preparing a Report as the direct or indirect result of any third parties
who might obtain all or part of any Report through the indemnifying Lender.



In addition to the foregoing: (x) any Lender may from time to time request of
Agent in writing that Agent provide to such Lender a copy of any report or
document provided by Borrower to Agent that has not been contemporaneously
provided by Borrower to such Lender, and, upon receipt of such request, Agent
promptly shall provide a copy of same to
such Lender, (y) to the extent that Agent is entitled, under any provision of
the Loan Documents, to request additional reports or information from Borrower,
any Lender may, from time to time, reasonably request Agent to exercise such
right as specified in such Lender’s notice to Agent, whereupon Agent promptly
shall request of Borrower the additional reports or information reasonably
specified by such Lender, and, upon receipt thereof from Borrower, Agent
promptly shall provide a copy of same to such Lender, and (z)


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any time that
Agent renders to Borrower a statement regarding the Loan Account, Agent shall
send a copy of such statement to each Lender.


     16.18     Several Obligations; No Liability. Notwithstanding that certain of
the Loan Documents now or hereafter may have been or will be executed only by
or in favor of Agent in its capacity as such, and not by or in favor of the
Lenders, any and all obligations on the part of Agent (if any) to make any
credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their
respective Commitments, to make an amount of such credit not to exceed, in
principal amount, at any one time outstanding, the amount of their respective
Commitments. Nothing contained herein shall confer upon any Lender any
interest in, or subject any Lender to any liability for, or in respect of, the
business, assets, profits, losses, or liabilities of any other Lender. Each
Lender shall be solely responsible for notifying its Participants of any
matters relating to the Loan Documents to the extent any such notice may be
required, and no Lender shall have any obligation, duty, or liability to any
Participant of any other Lender. Except as provided in Section 16.7, no member
of the Lender Group shall have any liability for the acts of any other member
of the Lender Group. No Lender shall be responsible to Borrower or any other
Person for any failure by any other Lender to fulfill its obligations to make
credit available hereunder, nor to advance for it or on its behalf in
connection with its Commitment, nor to take any other action on its behalf
hereunder or in connection with the financing contemplated herein.


     16.19     Legal Representation of Agent. In connection with the negotiation,
drafting, and execution of this Agreement and the other Loan Documents, or in
connection with future legal representation relating to loan administration,
amendments, modifications, waivers, or enforcement of remedies, Paul, Hastings,
Janofsky & Walker LLP (“PHJW”) only has represented and only shall represent
Foothill in its capacity as Agent and as a Lender. Each other Lender hereby
acknowledges that PHJW does not represent it in connection with any such
matters.


     16.20     Documentation Agent. Ableco, in its capacity as “documentation
agent” shall not have any right, power, obligation, liability, responsibility
or duty under this Agreement other than those applicable to it in its capacity
as a Lender. Without limiting the foregoing, Ableco, in its capacity as
“documentation agent” shall not have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not
rely, on Ableco in deciding to enter into this Agreement or in taking or
not taking action hereunder.


     16.21     Lead Arranger. CSFB, in its capacity as “lead arranger” shall not
have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to it in its capacity as a Lender.
Without limiting the foregoing, CSFB, in its capacity as “lead arranger” shall
not have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on CSFB in
deciding to enter into this Agreement or in taking or not taking action
hereunder.


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17. GENERAL PROVISIONS.



     17.1     Effectiveness. This Agreement shall be binding and deemed effective
when executed by Borrower, Agent, and each Lender whose signature is provided
for on the signature pages hereof.


     17.2     Section Headings. Headings and numbers have been set forth herein
for convenience only. Unless the contrary is compelled by the context,
everything contained in each Section applies equally to this entire Agreement.


     17.3     Interpretation. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed against the Lender Group or Borrower,
whether under any rule of construction or otherwise. On the contrary, this
Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to
accomplish fairly the purposes and intentions of all parties hereto.


     17.4     Severability of Provisions. Each provision of this Agreement shall
be severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.


     17.5     Amendments in Writing. This Agreement only can be amended by a
writing signed by Agent (on behalf of the requisite Lenders), Parent and
Borrower.


     17.6     Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same Agreement. Delivery of an
executed counterpart of this Agreement by telefacsimile shall be equally as
effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile
also shall deliver an original executed counterpart of this Agreement but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement. The foregoing
shall apply to each other Loan Document mutatis mutandis.


     17.7     Revival and Reinstatement of Obligations. If the incurrence or
payment of the Obligations by Borrower or a Guarantor or the transfer to the
Lender Group of any property should for any reason subsequently be declared to
be void or voidable under any state or federal law relating to creditors’
rights, including provisions of the Bankruptcy Code relating to fraudulent
conveyances, preferences, or other voidable or recoverable payments of money or
transfers of property (collectively, a “Voidable Transfer”), and if the Lender
Group is required to repay or restore, in whole or in part, any such Voidable
Transfer, or elects to do so upon the reasonable advice of its counsel, then,
as to any such Voidable Transfer, or the amount thereof that the Lender Group
is required or elects to repay or restore, and as to all reasonable and actual
out of pocket costs, expenses, and attorneys fees of the Lender Group related
thereto, the liability of Borrower or a Guarantor automatically shall be
revived,


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reinstated, and restored and shall exist as though such Voidable
Transfer had never been made.


     17.8     Confidentiality. The Agent and the Lenders each individually (and
not jointly or jointly and severally) agree that material, non-public
information regarding Parent and its Subsidiaries, their operations, assets,
and existing and contemplated business plans shall be treated by Agent and the
Lenders in a confidential manner, and shall not be disclosed by Agent and the
Lenders to Persons who are not parties to this Agreement, except: (a) to
attorneys for and other advisors, accountants, auditors, and consultants to any
member of the Lender Group, (b) to Subsidiaries and Affiliates of any member of
the Lender Group (including the Bank Product Providers), provided that any such
Subsidiary or Affiliate shall have agreed in writing to receive such
information hereunder subject to the terms of this Section 17.8, (c) as may be
required by statute, decision, or judicial or administrative order, rule, or
regulation, (d) as may be agreed to in advance by Parent or its Subsidiaries or
as requested or required by any Governmental Authority pursuant to any subpoena
or other legal process, (e) as to any such information that is or becomes
generally available to the public (other than as a result of prohibited
disclosure by Agent or the Lenders), (f) in connection with any assignment,
prospective assignment, sale, prospective sale, participation or prospective
participations, or pledge or prospective pledge of any Lender’s interest under
this Agreement, provided that any such assignee, prospective assignee,
purchaser, prospective
purchaser, participant, prospective participant, pledgee, or prospective
pledgee shall have agreed in writing to receive such information hereunder
subject to the terms of this Section, and (g) in connection with any litigation
or other adversary proceeding involving parties hereto which such litigation or
adversary proceeding involves claims related to the rights or duties of such
parties under this Agreement or the other Loan Documents. The provisions of
this Section 17.8 shall survive for 2 years after the payment in full of the
Obligations.


     17.9     Integration. This Agreement, together with the other Loan Documents,
reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.


[Signature pages to follow.]



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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.




	 	 	 	 	 
	 	 	GXS HOLDINGS, INC.,

a Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Bruce E. Hunter


	 	 	
Title:
	 	Senior Vice President, General Counsel & Secretary
	 	 	 	 	 
	 	 	GXS CORPORATION,

a Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael Salvati



	 	 	
Title:
	 	Senior Vice President, Chief Financial Officer &
	 	 	 	 	Treasurer



 






 




	 	 	 	 	 
	 	 	FOOTHILL CAPITAL CORPORATION,

a California corporation, as Agent and as a Lender
	 	 	 	 	 
	 	 	
By:	 	/s/ Todd Nakamoto
	 	 	 	 	

	 	 	
Title:
	 	Vice President



 






 




	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,

as lead arranger and as a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Bill O’Daly


	 	 	
Title:
	 	Director
	 	 	 	 	 
	 	 	
By:
	 	/s/ Cassandra Droogan



	 	 	
Title:
	 	Associate



 






 





	 	 	 	 	 
	 	 	ABLECO FINANCE LLC,

a Delaware limited liability company,

as documentation agent and as a Lender
	 	 	 	 	 
	 	 	
By:	 	/s/ Kevin Genda
	 	 	 	 	

	 	 	
Title:
	 	Chief Credit Officer, SVP



 






 



Schedule A-1

Agent’s Account



          An account at a bank designated by Agent from time to time as the account
into which Borrower shall make all payments to Agent for the benefit of the
Lender Group and into which the Lender Group shall make all payments to Agent
under this Agreement and the other Loan Documents; unless and until Agent
notifies Borrower and the Lender Group to the contrary, Agent’s Account shall
be that certain deposit account bearing account number 323-266193 and
maintained by Agent with JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New
York, New York 10004, ABA #021000021.




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Schedule C-1

Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolver	 	Term Loan	 	 	 	 
	Lender	 	Commitment	 	Commitment	 	Total Commitment
	
	 	
	 	
	 	

	Foothill Capital
Corporation
	 	$	12,500,000	 	 	$	22,500,000	 	 	$	35,000,000	 
	Ableco Finance LLC
	 	$	12,500,000	 	 	$	22,500,000	 	 	$	35,000,000	 
	Credit Suisse First
Boston
	 	$	5,000,000	 	 	$	25,000,000	 	 	$	30,000,000	 
	All Lenders
	 	$	30,000,000	 	 	$	70,000,000	 	 	$	100,000,000	 



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Schedule D-1

Designated Account



          Account number          of Borrower maintained with Borrower’s Designated
Account Bank, or such other deposit account of Borrower (located within the
United States) that has been designed as such, in writing, by Borrower to
Agent.



          “Designated Account Bank” means          ,whose office is located at          ,
and whose ABA number is          .



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