exv10w13



 



EXHIBIT 10.13



GENERAL CONTINUING GUARANTY



     This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of
March 21, 2003, is executed and delivered by and among GXS Holdings, Inc., a
Delaware corporation (“Parent”), each of the undersigned Subsidiaries of
the below-referenced Borrower (Parent and each Subsidiary individually a
“Guarantor”, and individually and collectively, jointly and severally,
the “Guarantors”), in favor of FOOTHILL CAPITAL CORPORATION, a
California corporation, as the co-arranger and administrative agent for the
below-referenced Lenders (in such capacity, together with its successors and
assigns, if any, in such capacity, “Agent”), in light of the following:


     WHEREAS, the below-referenced Borrower, Parent, and the Lender Group are,
contemporaneously herewith, entering into the below-referenced Loan Agreement;


     WHEREAS, in order to induce the Lender Group to extend financial
accommodations to Borrower pursuant to the Loan Agreement, and in consideration
thereof, and in consideration of any loans or other financial accommodations
heretofore or hereafter extended by the Lender Group to Borrower, whether
pursuant to the Loan Agreement or otherwise, each Guarantor has agreed to
guaranty the Guarantied Obligations; and


     WHEREAS, each Guarantor is an Affiliate of Borrower, and will benefit by
virtue of the financial accommodations from the Lender Group to Borrower.


     NOW, THEREFORE, in consideration of the foregoing, each Guarantor hereby
agrees in favor of Agent, for the benefit of the Lender Group and the Bank
Product Providers, as follows:


     1.     Definitions and Construction.



    
        
(a)
      
Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement.
The following terms, as used in this Guaranty, shall have the following
meanings:



		
	 	                "Agent” has the meaning set forth in the preamble to this
Guaranty.
	 
	 	                "Bank Product Providers” has the meaning ascribed to such
term in the Loan Agreement.
	 
	 	                "Borrower” means GXS Corporation, a Delaware corporation.
	 
	 	                "Guarantied Obligations” means, with respect to each
Guarantor: (a) the due and punctual payment of the principal of, and
interest (including any and all interest which, but for the application
of the provisions of the Bankruptcy Code, would have accrued on such
amounts) on, any and all premium on, and any and all
fees, costs, and expenses incurred in connection with or on, the
Indebtedness owed by Borrower to the Lender Group pursuant to the terms
of the Loan Agreement and the




 







 








		
	 	other Loan Documents; (b) the due and
punctual payment of all other present or future Indebtedness owing by
Borrower to the Lender Group; (c) the due and punctual payment of the
principal of, and interest (including, any and all interest which, but
for the application of the provisions of the Bankruptcy Code, would have
accrued on such amounts) on, any and all premium on, and any and all
fees, costs, and expenses incurred in connection with or on, the
Indebtedness owed by Borrower to Bank Product Providers pursuant to the
terms of this Agreement and the Loan Documents; and (d) the due and
punctual payment of all other present or future Indebtedness owing by
Borrower to Bank Product Providers.




		
	 	                "Guarantor” and “Guarantors” have the respective
meanings set forth in the preamble to this Guaranty.




		
	 	                "Guaranty” has the meaning set forth in the preamble hereto.
	 
	 	                "Indebtedness” shall mean any and all obligations (including
the Obligations), indebtedness, or liabilities of any kind or character
owed by Borrower and arising directly or indirectly out of or in
connection with the Loan Agreement or the other Loan Documents, including
all such obligations, indebtedness, or liabilities, whether for
principal, interest (including any and all interest which, but for the
application of the provisions of the Bankruptcy Code, would have accrued
on such amounts), premium, reimbursement obligations, fees, costs,
expenses (including attorneys fees), or indemnity obligations, whether
heretofore, now, or hereafter made, incurred, or created, whether
voluntarily or involuntarily made, incurred, or created, whether secured
or unsecured (and if secured, regardless of the nature or extent of the
security), whether absolute or contingent, liquidated or unliquidated, or
determined or indeterminate, whether Borrower is liable individually or
jointly with others, and whether recovery is or hereafter becomes barred
by any statute of limitations or otherwise becomes unenforceable for any
reason whatsoever, including any act or failure to act by any member of
the Lender Group or the Bank Product Providers.
	 
	 	                "Lender Group” means, individually and collectively, each of
the Lenders and Agent.
	 
	 	                "Lenders” means, individually and collectively, each of the
lenders identified on the signature pages of the Loan Agreement, and any
other person made a party thereto in accordance with the provisions of
Section 14 thereof (together with their respective successors and
assigns).
	 
	 	                "Loan Agreement” shall mean that certain Loan and Security
Agreement, of even date herewith, entered into among Borrower, the
Lenders, Agent, Credit Suisse First Boston, as lead arranger, and Ableco
Finance LLC, a Delaware limited liability company, as documentation
agent.




        
     (b)
      
Construction. Unless the context of this Guaranty clearly
requires otherwise, references to the plural include the singular, references
to the singular include the



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plural, the part includes the whole, the terms
“include” and “including” are not limiting, and the term “or” has the inclusive
meaning represented by the phrase “and/or.” The words “hereof,” “herein,”
“hereby,” “hereunder,” and other similar terms refer to this Guaranty as a
whole and not to any particular provision of this Guaranty. Any reference in
this Guaranty to any of the following documents includes any and all permitted
alterations, amendments, restatements, extensions, modifications, renewals, or
supplements thereto or thereof, as applicable: the Loan Agreement; this
Guaranty; and the other Loan Documents. Neither this Guaranty nor any
uncertainty or ambiguity herein shall be construed or resolved against Agent,
the Lender Group, any Bank Product Provider, or Guarantor, whether under any
rule of construction or otherwise. On the contrary, this Guaranty has been
reviewed by Guarantor, Agent, the Lender Group, and the Bank Product Providers,
and their respective counsel, and shall be construed and interpreted according
to the ordinary meaning of the words used so as to fairly accomplish the
purposes and intentions of Agent, the Lender Group, any Bank Product Provider
and Guarantor.


     2.     Guarantied Obligations. Each Guarantor, jointly and severally,
hereby irrevocably and unconditionally guaranties to Agent, for the benefit of
the Lender Group and the Bank Product Providers, as and for its own debt, until
final and indefeasible payment thereof has been made, the payment of the
Guarantied Obligations, in each case when and as the same shall become due and
payable, whether at maturity, pursuant to a mandatory prepayment requirement,
by acceleration, or otherwise; it being the intent of such Guarantor that the
guaranty set forth herein shall be a guaranty of payment and not a guaranty of
collection.


     3.     Continuing Guaranty. This Guaranty includes Guarantied
Obligations arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the Guarantied
Obligations, changing the interest rate, payment terms, or other terms and
conditions thereof, or creating new or additional Guarantied Obligations after
prior Guarantied Obligations have been satisfied in whole or in part. To the
maximum extent permitted by law, each Guarantor hereby waives any right to
revoke this Guaranty as to future Indebtedness (except as to future Bank
Product Obligations owing by Borrower or any of the Guarantors after the date
on which all the Obligations (other than any Bank Product Obligations that are
agreed to remain outstanding after the termination of this Agreement) are paid
in full in accordance with the terms of the Loan Agreement and the Commitments
of the Lenders are terminated). If such a revocation is effective
notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees
that (a) no such revocation shall be effective until written notice thereof has
been received by Agent, (b) no such revocation shall apply to any Guarantied
Obligations in existence on such date (including any subsequent continuation,
extension, or renewal thereof, or change in the interest rate, payment terms,
or other terms and conditions thereof), (c) no such revocation shall apply to
any Guarantied Obligations made or created after such date to the extent made
or created pursuant to a legally binding commitment of Agent in existence on
the date of such revocation, (d) no payment by any Guarantor, Borrower, or from
any other source, prior
to the date of such revocation shall reduce the maximum obligation of such
Guarantor hereunder, and (e) any payment by Borrower or from any source other
than such Guarantor


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subsequent to the date of such revocation shall first be
applied to that portion of the Guarantied Obligations as to which the
revocation is effective and which are not, therefore, guarantied hereunder, and
to the extent so applied shall not reduce the maximum obligation of such
Guarantor hereunder.


     4.     Performance Under this Guaranty. In the event that Borrower
fails to make any payment of any Guarantied Obligations, on or before the due
date thereof, each Guarantor immediately shall cause such payment to be made to
Agent or each of such obligations to be performed, kept, observed, or
fulfilled.


     5.     Primary Obligations. This Guaranty is a primary and original
obligation of each Guarantor, is not merely the creation of a surety
relationship, and is an absolute, unconditional, and continuing guaranty of
payment and performance which shall remain in full force and effect without
respect to future changes in conditions. Each Guarantor hereby agrees that it
is directly, jointly and severally with any other guarantor of the Guarantied
Obligations, liable to Agent for the benefit of the Lender Group and the Bank
Product Providers, that the obligations of such Guarantor hereunder are
independent of the obligations of Borrower or any other guarantor, and that a
separate action may be brought against such Guarantor, whether such action is
brought against Borrower or any other guarantor or whether Borrower or any
other guarantor is joined in such action. Each Guarantor hereby agrees that
its liability hereunder shall be immediate and shall not be contingent upon the
exercise or enforcement by the Lender Group and the Bank Product Providers of
whatever remedies they may have against Borrower or any other guarantor, or the
enforcement of any lien or realization upon any security the Lender Group and
the Bank Product Providers may at any time possess. Each Guarantor hereby
agrees that any release which may be given by Agent on behalf of the Lender
Group and the Bank Product Providers to Borrower or any other guarantor shall
not release such Guarantor. Each Guarantor consents and agrees that neither
any member of the Lender Group or any Bank Product Provider shall be under any
obligation to marshal any property or assets of Borrower or any other guarantor
in favor of such Guarantor, or against or in payment of any or all of the
Guarantied Obligations.


     6.     Waivers.



        
     (a)

        
To the fullest extent permitted by applicable law, each Guarantor
hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or
other financial accommodations made or extended under the Loan Agreement, or
the creation or existence of any Guarantied Obligations; (iii) notice of the
amount of the Guarantied Obligations, subject, however, to such Guarantor’s
right to make inquiry of Agent to ascertain the amount of the Guarantied
Obligations at any reasonable time; (iv) notice of any adverse change in the
financial condition of Borrower or of any other fact that might increase such
Guarantor’s risk hereunder; (v) notice of presentment for payment, demand,
protest, and notice thereof as to any instrument among the Loan Documents; (vi)
notice of any Default or Event of Default
under the Loan Agreement; and (vii) all other notices (except if such
notice is specifically required to be given to such Guarantor under this
Guaranty or any other Loan Documents to



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which such Guarantor is a party) and
demands to which such Guarantor might otherwise be entitled.



        
     (b)

        
To the fullest extent permitted by applicable law, each Guarantor
hereby waives the right by statute or otherwise to require the Lender Group or
the Bank Product Providers, to institute suit against Borrower or to exhaust
any rights and remedies which the Lender Group or the Bank Product Providers,
have/has or may have against Borrower. In this regard, each Guarantor agrees
that it is bound to the payment of each and all Guarantied Obligations, whether
now existing or hereafter arising, as fully as if the Guarantied Obligations
were directly owing to the Lender Group and Bank Product Providers, or its
Affiliates, as applicable, by such Guarantor. Each Guarantor further waives
any defense arising by reason of any disability or other defense (other than
the defense that the Guarantied Obligations shall have been performed and
indefeasibly paid in cash, to the extent of any such payment) of Borrower or by
reason of the cessation from any cause whatsoever of the liability of Borrower
in respect thereof.




        
     
(c)
        
To the fullest extent permitted by applicable law, each Guarantor
hereby waives: (i) any rights to assert against the Lender Group or the Bank
Product Providers, any defense (legal or equitable), set-off, counterclaim, or
claim which such Guarantor may now or at any time hereafter have against
Borrower or any other party liable to the Lender Group or the Bank Product
Providers; (ii) any defense, set-off, counterclaim, or claim, of any kind or
nature, arising directly or indirectly from the present or future lack of
perfection, sufficiency, validity, or enforceability of the Guarantied
Obligations or any security therefor; (iii) any defense arising by reason of
any claim or defense based upon an election of remedies by the Lender Group or
the Bank Product Providers, including any defense based upon an election of
remedies by the Lender Group under the provisions of §§ 580d and 726 of the
California Code of Civil Procedure, or any similar law of New York or any other
jurisdiction; (iv) the benefit of any statute of limitations affecting such
Guarantor’s liability hereunder or the enforcement thereof, and any act which
shall defer or delay the operation of any statute of limitations applicable to
the Guarantied Obligations shall similarly operate to defer or delay the
operation of such statute of limitations applicable to such Guarantor’s
liability hereunder.



     
        
(d)
        
Until such time as all of the Guarantied Obligations have been fully
and finally paid in full in cash: (i) each Guarantor hereby waives and
postpones any right of subrogation such Guarantor has or may have against
Borrower with respect to the Guarantied Obligations, including, without
limitation, under any one or more of California Civil Code §§ 2847, 2848, and
2849 or any similar law of New York or any other jurisdiction; (ii) in
addition, each Guarantor hereby waives and postpones any right to proceed
against Borrower or any other Person, now or hereafter, for contribution,
indemnity, reimbursement, or any other suretyship rights and claims
(irrespective of whether direct or indirect, liquidated or contingent), with
respect to the Guarantied Obligations; and (iii) in addition, each Guarantor
also hereby waives and postpones any right to proceed or to seek recourse
against or with respect to any property or asset of Borrower.


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(e)
        
If any of the Guarantied Obligations at any time are secured by a
mortgage or deed of trust upon real property, the Lender Group or the Bank
Product Providers may elect, in their sole discretion, upon a default with
respect to the Guarantied Obligations, to foreclose such mortgage or deed of
trust judicially or nonjudicially in any manner permitted by law, before or
after enforcing this Guaranty, without diminishing or affecting the liability
of any Guarantor hereunder. Each Guarantor understands that (a) by virtue of
the operation of California’s antideficiency law applicable to nonjudicial
foreclosures or any similar laws of any other jurisdiction, an election by the
Lender Group or the Bank Product Providers nonjudicially to foreclose such a
mortgage or deed of trust probably would have the effect of impairing or
destroying rights of subrogation, reimbursement, contribution, or indemnity of
such Guarantor against Borrower or other guarantors or sureties, and (b) absent
the waiver given by such Guarantor herein, such an election would estop the
Lender Group or the Bank Product Providers from enforcing this Guaranty against
such Guarantor. Understanding the foregoing, and understanding that the
Guarantors hereby are relinquishing a defense to the enforceability of this
Guaranty, each Guarantor hereby waives any right to assert against the Lender
Group or the Bank Product Providers any defense to the enforcement of this
Guaranty, whether denominated “estoppel” or otherwise, based on or arising from
an election by the Lender Group or the Bank Product Providers nonjudicially to
foreclose any such mortgage or deed of trust. Each Guarantor understands that
the effect of the foregoing waiver may be that such Guarantor may have
liability hereunder for amounts with respect to which such Guarantor may be
left without rights of subrogation, reimbursement, contribution, or indemnity
against Borrower or other guarantors or sureties. Each Guarantor also agrees
that the “fair market value” provisions of Section 580a of the California Code
of Civil Procedure or any similar laws of New York or any other jurisdiction
shall have no applicability with respect to the determination of such
Guarantor’s liability under this Guaranty.




     
        
(f)
        
Without limiting the generality of any other waiver or other provision
set forth in this Guaranty, each Guarantor waives all rights and defenses that
such Guarantor may have if Borrower’s debt is secured by real property. This
means, among other things:



   
        
        
        (i)
        
The Lender Group or the Bank Product Providers may collect from any
Guarantor without first foreclosing on any real or personal property collateral
that may be pledged by Borrower.


     
        
      
        (ii)
        
If the Lender Group or the Bank Product Providers foreclose(s) on any
real property collateral that may be pledged by Borrower:



		
	 	

    
        
        
        
              (1)
        
        the amount of the debt may be reduced only by the price
for which that collateral is sold at the foreclosure sale, even if
the collateral is worth more than the sale price.
	 
	 	

    
        
      
                
                (2)
        
the Lender Group may collect from any Guarantor even if
the Lender Group or the Bank Product Providers, by foreclosing on
the real 



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	 	property collateral, has/have destroyed any right any
Guarantor may have to collect from Borrower.



This is an unconditional and irrevocable waiver of any rights and defenses each
Guarantor may have if Borrower’s debt is secured by real property. These
rights and defenses are based upon Section 580a, 580b, 580d, or 726 of the
California Code of Civil Procedure or any similar laws of New York or any other
jurisdiction.



        
     (G)

        
WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION
SET FORTH IN THIS GUARANTY, EACH GUARANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT
SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING
DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE §§ 2799,
2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, AND 2850,
CALIFORNIA CODE OF CIVIL PROCEDURE §§ 580a, 580b, 580c, 580d, AND 726, AND
CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAWS OF NEW
YORK OR ANY OTHER JURISDICTION.



       
      (H)

        
WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION
SET FORTH IN THIS GUARANTY, EACH GUARANTOR WAIVES ALL RIGHTS AND DEFENSES
ARISING OUT OF AN ELECTION OF REMEDIES BY THE LENDER GROUP, EVEN THOUGH THAT
ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO
SECURITY FOR A GUARANTIED OBLIGATION, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF
SUBROGATION AND REIMBURSEMENT AGAINST BORROWER BY THE OPERATION OF SECTION 580d
OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY SIMILAR LAWS OF NEW YORK OR
ANY OTHER JURISDICTION OR OTHERWISE.


     7.     Releases. Each Guarantor consents and agrees that, without
notice to or by such Guarantor and without affecting or impairing the
obligations of such Guarantor hereunder, the Lender Group and the Bank Product
Providers may, in accordance with Section 15.1 of the Loan Agreement, by
action or inaction, compromise or settlement, extend the period of duration or
the time for the payment, or discharge the performance of, or may refuse to, or
otherwise not enforce, or may, by action or inaction, release all or any one or
more parties to, any one or more of the terms and provisions of the Loan
Agreement or any of the other Loan Documents or may grant other indulgences to
Borrower in respect thereof, or may amend or modify in any manner and at any
time (or from time to time) any one or more of the Loan Agreement or any of the
other Loan Documents, or may, by action or inaction, release or substitute any
other guarantor, if any, of the Guarantied Obligations, or may enforce,
exchange, release, or waive, by action or inaction, any security for the
Guarantied Obligations or any other guaranty of the Guarantied Obligations, or
any portion thereof.


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     8.     No Election. The Lender Group and the Bank Product Providers
shall have the right to seek recourse against any Guarantor to the fullest
extent provided for herein and no election by the Lender Group or the Bank
Product Providers to proceed in one form of action or proceeding, or against
any party, or on any obligation, shall constitute a waiver of the Lender
Group’s or the Bank Product Providers’ right to proceed in any other form of
action or proceeding or against other parties unless Agent on behalf of the
Lender Group or the Bank Product Providers has expressly waived such right in
writing. Specifically, but without limiting the generality of the foregoing,
no action or proceeding by the Lender Group or the Bank Product Providers under
any document or instrument evidencing the Guarantied Obligations shall serve to
diminish the liability of the Guarantors under this Guaranty except to the
extent that the Lender Group or the Bank Product Providers finally and
unconditionally shall have realized indefeasible payment by such action or
proceeding.


     9.     Indefeasible Payment. The Guarantied Obligations shall not be
considered indefeasibly paid for purposes of this Guaranty unless and until all
payments to the Lender Group and the Bank Product Providers are no longer
subject to any right on the part of any person whomsoever, including Borrower,
Borrower as a debtor in possession, or any trustee (whether appointed under the
Bankruptcy Code or otherwise) of Borrower’s assets to invalidate or set aside
such payments or to seek to recoup the amount of such payments or any portion
thereof, or to declare same to be fraudulent or preferential. In the event
that, for any reason, all or any portion of such payments to the Lender Group
and the Bank Product Providers is set aside or restored, whether voluntarily or
involuntarily, after the making thereof, the obligation or part thereof
intended to be satisfied thereby shall be revived and continued in full force
and effect as if said payment or payments had not been made and the Guarantors
shall be liable for the full amount the Lender Group and Bank Product Providers
are required to repay plus any and all reasonable costs and expenses (including
reasonable attorneys fees) paid by the Lender Group or the Bank Product
Providers in connection therewith.


     10.     Financial Condition of Borrower. Each Guarantor represents and
warrants to the Lender Group and the Bank Product Providers that it is
currently informed of the financial condition of Borrower and of all other
circumstances which a diligent inquiry would reveal and which bear upon the
risk of nonpayment of the Guarantied Obligations. Each Guarantor further
represents and warrants to the Lender Group and the Bank Product Providers that
it has read and understands the terms and conditions of the Loan Agreement and
the other Loan Documents. Each Guarantor hereby covenants that it will
continue to keep itself informed of Borrower’s financial condition, the
financial condition of other guarantors, if any, and of all other circumstances
which bear upon the risk of nonpayment or nonperformance of the Guarantied
Obligations.


     11.     Payments; Application. All payments to be made hereunder by
any Guarantor to Agent shall be made in lawful money of the United States of
America at the time of payment, shall be made in immediately available funds,
and shall be made without deduction (whether for taxes or otherwise) or offset.
All payments made by any Guarantor hereunder shall be applied as follows:
first, to all reasonable costs and expenses (including reasonable


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attorneys fees) incurred by the Lender Group or the Bank Product Providers
in enforcing this Guaranty or in collecting the Guarantied Obligations; second,
to all accrued and unpaid interest, premium, if any, and fees owing to the
Lender Group or the Bank Product Providers constituting Guarantied Obligations;
and third, to the balance of the Guarantied Obligations.


     12.     Attorneys Fees and Costs. Each Guarantor agrees to pay, on
demand, all reasonable attorneys fees and all other reasonable costs and
expenses which may be incurred by the Lender Group or the Bank Product
Providers in the enforcement of this Guaranty or in any way arising out of, or
consequential to, the protection, assertion, or enforcement of the Guarantied
Obligations (or any security therefor), irrespective of whether suit is
brought.


     13.     Notices. All notices and other communications hereunder to
Agent shall be in writing and shall be mailed, sent or delivered in accordance
with the Loan Agreement. All notices and other communications hereunder to a
Guarantor shall be in writing and shall be mailed, sent or delivered in care of
Borrower in accordance with the Loan Agreement.


     14.     Cumulative Remedies. No remedy under this Guaranty, under the
Loan Agreement, or any other Loan Document is intended to be exclusive of any
other remedy, but each and every remedy shall be cumulative and in addition to
any and every other remedy given under this Guaranty, under the Loan Agreement,
or any other Loan Document, and those provided by law. No delay or omission by
the Lender Group or the Bank Product Providers or Agent on behalf thereof to
exercise any right under this Guaranty shall impair any such right nor be
construed to be a waiver thereof. No failure on the part of the Lender Group
or the Bank Product Providers or Agent on behalf thereof to exercise, and no
delay in exercising, any right under this Guaranty shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this
Guaranty preclude any other or further exercise thereof or the exercise of any
other right.


     15.     Severability of Provisions. Any provision of this Guaranty
which is prohibited or unenforceable under applicable law shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.


     16.     Entire Agreement; Amendments. This Guaranty constitutes the
entire agreement between each Guarantor and the Lender Group, the Bank Product
Providers, or Agent on behalf thereof pertaining to the subject matter
contained herein. This Guaranty may not be altered, amended, or modified, nor
may any provision hereof be waived or noncompliance therewith consented to,
except by means of a writing executed by each Guarantor and Agent on behalf of
the Lender Group and the Bank Product Providers. Any such alteration,
amendment, modification, waiver, or consent shall be effective only to the
extent specified therein and for the specific purpose for which given. No
course of dealing and no delay or waiver of any right or default under this
Guaranty shall be deemed a waiver of any other, similar or dissimilar, right or
default or otherwise prejudice the rights and remedies hereunder.


     17.     Successors and Assigns. This Guaranty shall be binding upon
each Guarantor and its successors and assigns and shall inure to the benefit of
the successors and assigns of


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each member of the Lender Group and the Bank Product Providers;
provided, however, no Guarantor shall assign this Guaranty or
delegate any of its duties hereunder without Agent’s prior written consent, and
any unconsented to assignment shall be absolutely void. In the event of any
assignment or other transfer of rights by any member of the Lender Group or the
Bank Product Providers, the rights and benefits herein conferred upon each
member of the Lender Group and the Bank Product Providers shall automatically
extend to and be vested in such assignee or other transferee.


     18.     No Third Party Beneficiary. This Guaranty is solely for the
benefit of each member of the Lender Group and the Bank Product Providers and
each of their successors and assigns and may not be relied on by any other
Person.


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


             THE VALIDITY OF THIS GUARANTY, ITS CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS GUARANTY 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 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 COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GUARANTOR AND THE LENDER
GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT SUCH PARTY
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 19.


             EACH GUARANTOR AND AGENT ON BEHALF OF THE LENDER GROUP AND THE BANK
PRODUCT PROVIDERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH
GUARANTOR AND AGENT ON BEHALF OF THE LENDER GROUP AND THE BANK PRODUCT
PROVIDERS REPRESENT THAT EACH SUCH PARTY HAS REVIEWED THIS WAIVER AND


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EACH SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY
OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


     20.     Agreement to be Bound. Each Guarantor hereby agrees to be
bound by each and all of the terms and provisions of the Loan Agreement.
Without limiting the generality of the foregoing, by its execution and delivery
of this Agreement, each Guarantor hereby: (a) makes to the Lender Group and the
Bank Product Providers each of the representations and warranties set forth in
the Loan Agreement applicable to such Guarantor fully as though such Guarantor
were a party thereto, and such representations and warranties are incorporated
herein by this reference, mutatis mutandis; and (b) agrees and covenants for
the benefit of the Lender Group and the Bank Product Providers (i) to do each
of the things set forth in the Loan Agreement that Borrower and Parent agrees
and covenants to cause its Subsidiaries to do, and (ii) to not do each of the
things set forth in the Loan Agreement that Borrower and the Parent agrees and
covenants to cause its Subsidiaries not to do, in each case, fully as though
such Guarantor was a party thereto, and such agreements and covenants are
incorporated herein by this reference, mutatis mutandis.


[Signature page to follow]


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     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Guaranty as of the date first written above.




	 	 	 	 
	 	GXS HOLDINGS, INC.,

a Delaware corporation	 
	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Name:	Bruce E. Hunter	 
	 	 	
	 
	 	Title:	Senior Vice President, General Counsel and Secretary

	 
	 	 	
	 





	 	 	 	 
	 	
    GLOBAL EXCHANGE SERVICES, INC.,

a Delaware corporation
	 
	 
	 	By:	/s/ Michael Salvati	 
	 	 	
	 
	 	Name:	Michael Salvati	 
	 	 	
	 
	 	Title:	


Senior Vice President, General Counsel & Secretary
	 
	 	 	
	 






	 	 	 	 
	 	
    GLOBAL EXCHANGE SERVICES
HOLDINGS, INC.,

a Delaware corporation
	 
	 
	 	By:	/s/ Michael Salvati	 
	 	 	
	 
	 	Name:	Michael Salvati	 
	 	 	
	 
	 	Title:	
President
	 
	 	 	
	 






	 	 	 	 
	 	
    GXS INTERNATIONAL, INC.,

a Delaware corporation
	 
	 
	 	By:	/s/ David R. Goldberg	 
	 	 	
	 
	 	Name:	David R. Goldberg	 
	 	 	
	 
	 	Title:	
Director
	 
	 	 	
	 




[Signature Page to Guaranty]


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    TPN REGISTER, L.L.C.,

a Delaware limited liability company,
	 





	 	 	 	 	 
	 	By:	

    GLOBAL EXCHANGE SERVICES

HOLDINGS, INC., its sole member
	 





	 	 	 	 	 
	 	 	By:	/s/ Michael Salvati	 
	 	 	 	
	 
	 	 	Name:	Michael Salvati	 
	 	 	 	
	 
	 	 	Title:	
President
	 
	 	 	 	
	 





	 	 	 	 
	 	

    FOOTHILL CAPITAL CORPORATION,

a California corporation,

as Agent
	 
	 
	 	By:	/s/ Todd R. Nakamoto	 
	 	 	
	 
	 	Name:	Todd R. Nakamoto	 
	 	 	
	 
	 	Title:	
Vice President
	 
	 	 	
	 









[Signature Page to Guaranty]

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