exv4w2



 



Exhibit 4.2



 













REGISTRATION RIGHTS AGREEMENT



Dated as of September 27, 2002



by and among



GXS CORPORATION



The Subsidiary Guarantors Named Herein



and



GENERAL ELECTRIC CAPITAL CORPORATION




















 











     This Registration Rights Agreement (this “Agreement”) is made and entered
into as of September 27, 2002, by and among GXS Corporation, a Delaware
corporation (the “Company”), the Guarantors, as defined in the Indenture, and
General Electric Capital Corporation (the “Purchaser”), who has agreed to
purchase the Company’s Senior Subordinated Reset Notes due 2009 (the “Series A
Notes”) pursuant to the Inducement Agreement (as defined below).


     This Agreement is made pursuant to the Inducement Agreement, dated
September 27, 2002 (the “Inducement Agreement"), by and among the Company, the
Guarantors and the Purchaser. In order to induce the Purchaser to purchase the
Series A Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Purchaser set forth in Section 2.7 of the
Inducement Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated September 27,
2002, between the Company, the Guarantors and Wells Fargo Bank Minnesota, N.A.,
as Trustee, relating to the Series A Notes and the Series B Notes (the
“Indenture”).


     The parties hereby agree as follows:


SECTION 1. DEFINITIONS



     As used in this Agreement, the following capitalized terms shall have the
following meanings:


     Act: The Securities Act of 1933, as amended.


     Affiliate: As defined in Rule 144 of the Act.


     Broker-Dealer: Any broker or dealer registered under the Exchange Act.


     Business Day: Any day that is not a Legal Holiday.


     Closing Date: The date hereof.


     Commission: The Securities and Exchange Commission.


     Consummate: An Exchange Offer shall be deemed “Consummated” for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Series B
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement continuously effective and the keeping of the
Exchange Offer open for a period not less than the period required pursuant to
Section 3(f) hereof and (c) the delivery by the Company to the Registrar under
the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.


     Consummation Deadline: As defined in Section 3(f) hereof.








 


     Demand Date: The date on which any one or more Demand Holders make a
written request for registration pursuant to Section 3 hereof.


     Demand Holders: As defined in Section 3(a) hereof.


     Exchange Act: The Securities Exchange Act of 1934, as amended.


     Exchange Offer: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.


     Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.


     Exchange Offer Filing Deadline: As defined in Section 3(a) hereof.


     Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.


     Guarantors: As defined in the Indenture.


     Holders: As defined in Section 2 hereof.


     Legal Holiday: A Saturday, Sunday or day on which banks and trust
companies in the principal place of business of the Company or in New York are
not required to be open. If a payment date is a Legal Holiday, payment may be
made on the next succeeding day that is not a Legal Holiday, and interest shall
accrue for the intervening period.


     Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.


     Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, all material incorporated by reference
into such Prospectus and any information previously omitted in reliance upon
Rule 430A of the Act.


     Recommencement Date: As defined in Section 5(d) hereof.


     Registration Default: As defined in Section 4 hereof.


     Registration Statement: Any registration statement of the Company and the
Guarantors relating to (a) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement or (b) an offering of
Series B Notes pursuant to an Exchange Offer, in each case (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.


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     Regulation S: Regulation S promulgated under the Act.


     Road Show Rights: As defined in Section 5(d) hereof.


     Rule 144: Rule 144 promulgated under the Act.


     Selling Expenses: All underwriting discounts, selling commissions and
transfer taxes applicable to the securities registered by the Holders.


     Series B Notes: The Company’s Series B Senior Subordinated Reset Notes
due 2009 to be issued pursuant to the Indenture in the Exchange Offer.


     Shelf Registration Effectiveness Deadline: As defined in Section 3(a)
hereof.


     Shelf Registration Filing Deadline: As defined in Sections 3(a) hereof.


     Shelf Registration Statement: As defined in Section 3(a) hereof.


     Suspension Notice: As defined in Section 5(d) hereof.


     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.


     Transfer Restricted Securities: Each (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note has been
effectively registered under the Act and disposed of in accordance with a Shelf
Registration Statement, (ii) the date on which such Series A Note is exchanged
in the Exchange Offer for a Series B Note in the Exchange Offer, or the date
thereafter (if later) that the Series B Notes received in the Exchange Offer
become freely tradeable under the Act or (iii) the date on which such Series A
Note is distributed to the public pursuant to Rule 144.


SECTION 2. HOLDERS



     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a “Holder”) whenever such Person owns Transfer Restricted Securities.


SECTION 3. DEMAND REGISTRATION



          (a)       Request for Shelf Registration. If at any time following the Closing
Date, the Company shall receive from any one or more Holders holding a majority
in principal amount of the Transfer Restricted Securities then outstanding (a
“Demand Holder” or “Demand Holders”) a written request (which request shall
include the information substantially in the form of Exhibit A hereto supplied
by each Holder making such request) that the Company effect a registration,
qualification or compliance under a shelf registration statement pursuant to
Rule 415 under the Act (a “Shelf Registration Statement”) with respect to such
aggregate amount of Transfer Restricted Securities as set forth in such
request, the Company and the Guarantors shall:



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	 	     (i) promptly give written notice of the proposed registration,
qualification or compliance to all other Holders;
	 
	 	     (ii) file with the Commission a Shelf Registration Statement,
relating to all Transfer Restricted Securities, as soon as practicable
after the Demand Date but in no event later than 60 days (or if such day
is not a Business Day, the next Business Day) after the Demand Date (such
day being referred to herein as the “Shelf Registration Filing
Deadline”), and shall use its reasonable best efforts to cause such Shelf
Registration Statement to become effective on or prior to 120 days after
the Demand Date (or if such day is not a Business Day, the next Business
Day), provided that the Company shall have up to 150 days after the
Demand Date (or if such day is not a Business Day, the next Business Day)
to cause such Shelf Registration to become effective if such filing is
the first filing by the Company of a Registration Statement with the
Commission and a new audit is required by the Act to be included in such
filing (such day being referred to herein as` the “Shelf Registration
Effectiveness Deadline”); and
	 
	 	     (iii) use their respective reasonable best efforts to keep any Shelf
Registration Statement required by this Section 3(a) continuously
effective, supplemented and amended as required by and subject to the
provisions of Sections 5(a) and (c) hereof to the extent necessary to
ensure that it is available for sales of Transfer Restricted Securities
by the Holders thereof entitled to the benefit of this Section 3(a), and
to ensure that it conforms with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as
announced from time to time, for the shorter of (i) 90 consecutive days
or (ii) the date on which all Transfer Restricted Securities covered by
such Shelf Registration Statement have been sold pursuant thereto.



     Subject to the foregoing, the Company and Guarantors shall file the Shelf
Registration Statement covering the Transfer Restricted Securities as soon as
practicable after receipt of the request or requests of any Demand Holder or
Demand Holders. If, however, the Company shall furnish to the Demand Holder or
Demand Holders requesting a Registration Statement pursuant to this Section
3(a) hereof a certificate signed by the President, Chief Executive Officer,
Chief Financial Officer, General Counsel or any Senior Vice President of the
Company stating that, in the good faith judgment of the Company, it would be
detrimental to the Company for such Registration Statement to be filed,
including, without limitation, if the Company shall have determined that the
offer, sale or exchange under the Registration Statement, the filing of such
Registration Statement or the maintenance of its effectiveness would require
disclosure of or would interfere in any material respect with any material
financing, acquisition, merger, offering or other transaction involving the
Company or the Guarantors or would otherwise require disclosure of nonpublic
information that could materially and adversely affect the Company or the
Guarantors and it is therefore in the best interests of the Company to defer
the filing of such Registration Statement, the Company shall have the right to
defer such filing after receipt of the request of the Holder or Holders
requesting such registration; provided, however, that the Company may not
utilize this right more than twice in any twelve-month period; and provided,
further, that not more than an aggregate of 75 days of deferral may occur under
the provisions of this paragraph and the last paragraph of Section 3(d) below
during any twelve-month period nor may more than 60 days of deferral occur
under the provisions of this paragraph and the last paragraph of Section 3(d)
below during any 180-day period. The Company shall not grant to any



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of its
security holders (other than the holders of Transfer Restricted Securities in
such capacity) the right to include any of its securities in any Registration
Statement provided for in this Section 3 other than the Transfer Restricted
Securities.


     (b)  Underwriting. If the Demand Holders intend to distribute the Transfer
Restricted Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
Section 3(a) hereof and the Company shall include such information in the
written notice referred to in Section 3(a)(i) hereof. The right of any Holder
to registration pursuant to this Section 3 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s
Transfer Restricted Securities in the underwriting to the extent requested on
the same terms as are applicable to the Demand Holders who initiated the
registration pursuant to this Section 3.


     The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by
a majority in interest of the Demand Holders, which underwriter shall be
reasonably acceptable to the Company. Notwithstanding any other provision of
this Section 3, if the managing underwriter advises the Demand Holders in
writing that marketing factors require a limitation of the aggregate amount of
Transfer Restricted Securities to be underwritten, then, the Company shall so
advise all Holders and the aggregate amount of Transfer Restricted Securities
that may be included in the registration and underwriting shall be allocated
among all Holders requesting inclusion in the registration in proportion, as
nearly as practicable, to the respective amounts of Transfer Restricted
Securities held by such Holders at the time of filing the registration
statement. No Transfer Restricted Securities excluded from the underwriting by
reason of the managing underwriter’s marketing limitation shall be included in
such registration.


     If any Holder of Transfer Restricted Securities disapproves of the terms
of the underwriting, such person may elect to withdraw therefrom by written
notice to the Company, the managing underwriter and the other Holders. The
Transfer Restricted Securities and/or other securities so withdrawn shall also
be withdrawn from registration; provided, however, that if by the withdrawal of
such Transfer Restricted Securities a greater number of Transfer Restricted
Securities held by other Holders may be included in such registration (up to
the maximum of any limitation imposed by the underwriters), then the Company
shall offer to all Holders who have included Transfer Restricted Securities in
the registration the right to include additional Transfer Restricted Securities
in the same proportion used in determining the underwriter limitation in this
Section 3(b). In addition, if the withdrawal of such Transfer Restricted
Securities results in fewer Transfer Restricted Securities being included in
such registration than could have requested registration in the first instance
pursuant to Section 3(a) hereof, the Company shall have the right, but not the
obligation, to terminate such registration.


     (c)  Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 15 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or


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preliminary Prospectus included therein, substantially in the
terms of Exhibit A hereto, and such other information as the Company may
reasonably request. No Holder of Transfer Restricted Securities shall be
entitled to liquidated damages pursuant to Section 4 hereof unless and until
such Holder shall have provided all such information. Each selling Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such
Holder not materially misleading.


     (d)  Request for Registered Exchange Offer. At the time of making any
demand for registration pursuant to Section 3(a) hereof, Demand Holders may
request a registered Exchange Offer, as provided for in this Section 3(d), in
lieu of a registration of their Transfer Restricted Securities pursuant to a
Shelf Registration Statement, as provided for in Section 3(a) hereof.
Following receipt of such a request, the Company and the Guarantors shall,
subject to applicable federal law (after the procedures set forth in Section
5(b)(ii) below have been complied with):



		
	 	     (i) cause the Exchange Offer Registration Statement to be filed with
the Commission as soon as practicable after the Closing Date, but in no
event later than 60 days (or if such day is not a Business Day, the next
Business Day) after the Demand Date (such day being referred to herein as
the "Exchange Offer Filing Deadline”);
	 
	 	     (ii) use its reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time,
but in no event later than 120 days after the Demand Date (or if such day
is not a Business Day, the next Business Day); provided that the Company
shall have up to 150 days after the Demand Date (or if such day is not a
Business Day, the next Business Day) to cause such Exchange Offer
Registration Statement to become effective if such filing is the first
filing by the Company of a Registration Statement with the Commission and
a new audit is required by the Act to be included in such filing (such
day being referred to herein as the “Exchange Offer Effectiveness
Deadline”);
	 
	 	     (iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer
Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Series B Notes to be made under the Blue Sky laws of
such jurisdictions as are reasonably necessary to permit Consummation of
the Exchange Offer; and
	 
	 	     (iv) upon the effectiveness of such Exchange Offer Registration
Statement, commence and Consummate the Exchange Offer.



The Exchange Offer shall be on the appropriate form permitting (i) registration
of the Series B Notes to be offered in exchange for the Series A Notes that are
Transfer Restricted Securities and (ii) resales of Series B Notes by
Broker-Dealers that tendered into the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(g) below.


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     Subject to the foregoing, the Company and Guarantors shall file the
Exchange Offer Registration Statement covering the Transfer Restricted
Securities as soon as practicable after receipt of the request or requests of
any Demand Holder or Demand Holders. If, however, the Company shall furnish to
the Demand Holder or Demand Holders requesting a Registration Statement
pursuant to this Section 3(d) hereof a certificate signed by the President,
Chief Executive Officer, Chief Financial Officer, General Counsel or any Senior
Vice President of the Company stating that, in the good faith judgment of the
Company, it would be detrimental to the Company for such Registration Statement
to be filed, including, without limitation, if the Board of Directors of the
Company shall have determined that the offering and sales or exchange under the
Registration Statement, the filing of such Registration Statement or the
maintenance of its effectiveness would require disclosure of or would interfere
in any material respect with any material financing, acquisition, merger,
offering or other transaction involving the Company or the Guarantors or would
otherwise require disclosure of nonpublic information that could materially and
adversely affect the Company or the Guarantors and it is therefore in the best
interests of the Company to defer the filing of such Registration Statement,
the Company shall have the right to defer such filing after receipt of the
request of the Holder or Holders requesting such registration; provided,
however, that the Company may not utilize this right more than twice in any
twelve-month period; and provided, further, that not more than an aggregate of
75 days of deferral may occur under the provisions of this paragraph and the
last paragraph of Section 3(a) above during any twelve-month period nor may
more than 60 days of deferral occur under the provisions of this paragraph and
the last paragraph of Section 3(a) above during any 180-day period.


     (e)  The Demand Holders may not make more than two written requests for
registration pursuant to Section 3(a) or 3(d) hereof in any twelve-month
period; provided that for purposes of this sentence a written request shall not
be deemed to have been made if the Registration Statement filed pursuant to
such request has not been declared effective by the Commission on or before the
Shelf Registration Effectiveness Deadline or the Exchange Offer Effectiveness
Deadline, as applicable, until such time as such Registration Statement is
declared effective. The Company and the Guarantors shall not be required to
effect a registration pursuant to this Section 3 after the Company and the
Guarantors have effected an aggregate of three (3) registrations pursuant to
this Section 3, and such registrations have become effective and remained
effective for the requisite period.


     (f)  The Company and the Guarantors shall use their respective reasonable
best efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event
shall such period be less than 20 Business Days. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Series B Notes shall
be included in the Exchange Offer Registration Statement. The Company and the
Guarantors shall use their respective reasonable best efforts to cause the
Exchange Offer to be Consummated at the earliest possible time, but in no event
later than 150 days after the Demand Date (or if such day is not a Business
Day, the next Business Day), provided that the Company shall have up to 180
days after the Demand Date (or if such day is not a Business Day, the next
Business Day) to cause such Exchange Offer to become Consummated if the filing
of the Exchange Offer Registration


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Statement is the first filing of a
Registration Statement with the Commission and a new audit is required to be
included in such filing (such day being referred to as the “Consummation
Deadline”).


     (g)  The Company shall include a “Plan of Distribution” section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such “Plan of Distribution” section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement. See the Shearman & Sterling
no-action letter (available July 2, 1993).


     Because such Broker-Dealer may be deemed to be an “underwriter” within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales
of Series B Notes by Broker-Dealers, the Company and the Guarantors agree to
use their respective reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented, amended and
current as required by and subject to the provisions of Section 5(b) and (c)
hereof and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to
time, for a period of 60 days from the Consummation Deadline or such shorter
period as will terminate when all Transfer Restricted Securities held by
Broker-Dealers covered by such Registration Statement have been sold pursuant
thereto. The Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon
request, and in no event later than one Business Day after such request, at any
time during such period.


SECTION 4. LIQUIDATED DAMAGES



     If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the Shelf Registration Filing Deadline or
the Exchange Offer Filing Deadline, as applicable, (ii) such Registration
Statement has not been declared effective by the Commission on or prior to the
Shelf Registration Effectiveness Deadline or the Exchange Offer Effectiveness
Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on
or prior to the Exchange Offer Effectiveness Deadline with respect to the
Exchange Offer Registration Statement or (iv) any Registration Statement
required by this Agreement is filed and declared effective but shall thereafter
cease to be effective or fail to be usable for its intended purpose other than
as a result of a Suspension Notice pursuant to Section 5(d) hereof without
being succeeded within five Business Days by a post-effective amendment to such
Registration


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Statement that cures such failure and that is itself declared
effective within five days of filing such post-effective amendment to such
Registration Statement (each such event referred to in clauses (i) through
(iv), a “Registration Default”), then the Company and the Guarantors hereby
jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities, as
applicable, held by such Holder for each week or portion thereof that the
Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default. The amount of the
liquidated damages shall increase by an additional $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.25 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Company and the
Guarantors shall in no event be required to pay liquidated damages for more
than one Registration Default at any given time. Notwithstanding anything to
the contrary set forth herein, (1) upon filing of the Shelf Registration
Statement (and/or, if applicable, the Exchange Offer Registration Statement),
in the case of (i) above, (2) upon the effectiveness of the Shelf Registration
Statement (and/or, if applicable, the Exchange Offer Registration Statement),
in the case of (ii) above, or (3) upon Consummation of the Exchange Offer, in
the case of (iii) above, or (4) upon the filing of a post-effective amendment
to the Registration Statement or an additional Registration Statement that
causes the Shelf Registration Statement (and/or, if applicable, the Exchange
Offer Registration Statement) to again be declared effective or made usable in
the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall immediately cease.


     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Company and the Guarantors to pay liquidated damages with respect to
securities shall survive until such time as all such obligations with respect
to such securities shall have been satisfied in full.


SECTION 5. REGISTRATION PROCEDURES



     (a)     Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:



		
	 	     (i) Use their respective reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities
being sold in accordance with the intended method or methods of
distribution thereof (as indicated in the information furnished to the
Company pursuant to Section 3(c) hereof), and pursuant thereto the
Company and the Guarantors will prepare and file with the Commission a
Shelf Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the
intended method or methods of distribution thereof (including, without
limitation, one or more underwritten offerings) within the time periods
and otherwise in accordance with the provisions hereof; the Company and
the Guarantors



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	 	     shall not be permitted to include in the Shelf
Registration Statement any securities other than the Transfer Restricted
Securities.



     (b)  Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall (x) comply with all applicable
provisions of Section 5(c) below, (y) use their respective reasonable best
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply
with all of the following provisions:



		
	 	     (i) Issue, upon the request of any Holder or purchaser of Series A
Notes covered by any Exchange Offer Registration Statement contemplated
by this Agreement, Series B Notes having an aggregate principal amount
equal to the aggregate principal amount of Series A Notes sold pursuant
to the Exchange Offer Registration Statement and surrendered to the
Company for cancellation; the Company shall register Series B Notes on
the Exchange Offer Registration Statement for this purpose and issue the
Series B Notes to the purchaser(s) of securities subject to the Exchange
Offer Registration Statement in the names as such purchaser(s) shall
designate.
	 
	 	     (ii) If, following the date hereof there has been announced a change
in Commission policy with respect to exchange offers such as the Exchange
Offer, that in the reasonable advice of counsel to the Company raises a
substantial question as to whether the Exchange Offer is permitted by
applicable federal law, the Company and the Guarantors hereby agree to
use all commercially reasonable efforts to seek a no-action letter or
other favorable decision from the Commission allowing the Company and the
Guarantors to Consummate an Exchange Offer for such Transfer Restricted
Securities. The Company and the Guarantors hereby agree to use all
commercially reasonable efforts to pursue the issuance of such a decision
to the Commission staff level. In connection with the foregoing, the
Company and the Guarantors hereby agree to take all such other actions as
may be reasonably requested by the Commission or otherwise reasonably
required in connection with the issuance of such decision, including
without limitation (A) participating in telephonic conferences with the
Commission, (B) delivering to the Commission staff an analysis prepared
by counsel to the Company setting forth the legal bases, if any, upon
which such counsel has concluded that such an Exchange Offer should be
permitted and (C) diligently pursuing a resolution (which need not be
favorable) by the Commission staff. Notwithstanding the foregoing, if at
the time the Company is required to commence or consummate the Exchange
Offer the Commission has repealed the position of the Commission
enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and the Commission, therefore, prohibits exchange offers such as
the Exchange Offer, the Company will not be obligated to seek a no-action
letter or other favorable decision from the Commission.



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	 	     (iii) As a condition to its participation in the Exchange Offer,
each Holder of Transfer Restricted Securities (including, without
limitation, any Holder who is a Broker Dealer) shall furnish, upon the
request of the Company, prior to the Consummation of the Exchange Offer,
a written representation to the Company and the Guarantors (which may be
contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an Affiliate of
the Company or its Subsidiaries, (B) it is not engaged in, and does not
intend to engage in, and has no arrangement or understanding with any
person to participate in a distribution of the Series B Notes to be
issued in the Exchange Offer, (C) it is acquiring the Series B Notes in
its ordinary course of business, (D) it is not prohibited by law or
policy of the Commission from participating in the Exchange Offer, (E) if
such Holder is a Broker-Dealer, that it will receive Series B Notes for
its own account in exchange for Series A Notes that were acquired as a
result of market-making activities or other trading activities and that
it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Series B Notes, (F) that it is not
acting on behalf of any Person who could not truthfully make the
foregoing statement and (G) it has full power and authority to transfer
the Series A Notes in exchange for the Series B Notes. As a condition to
its participation in the Exchange Offer each Holder using the Exchange
Offer to participate in a distribution of the Series B Notes shall
acknowledge and agree that, if the resales are of Series B Notes obtained
by such Holder in exchange for Series A Notes acquired directly from the
Company or an Affiliate thereof, it (1) could not, under Commission
policy as in effect on the date of this Agreement, rely on the position
of the Commission enunciated in Morgan Stanley and Co., Inc. (available
June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,
1988), as interpreted in the Commission’s letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters (including, if
applicable, any no-action letter obtained pursuant to clause (i) above),
and (2) must comply with the registration and prospectus delivery
requirements of the Act in connection with a secondary resale transaction
and that such a secondary resale transaction must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation
S-K.
	 
	 	     (iv) Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall provide a supplemental
letter to the Commission (A) stating that the Company and the Guarantors
are registering the Exchange Offer in reliance on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and, if applicable, any no-action letter obtained pursuant to
clause (i) above, (B) including a representation that neither the Company
nor any Guarantor has entered into any arrangement or understanding with
any Person to distribute the Series B Notes to be received in the
Exchange Offer and that, to the best of the Company’s and each
Guarantor’s information and belief, each Holder participating in the
Exchange Offer is acquiring the Series B Notes in its ordinary course of
business and has no arrangement or understanding with any Person to
participate in the distribution of the Series B Notes received in the
Exchange Offer and (C) any other undertaking or representation required



11






 






		
	 	by the Commission as set forth in any no-action letter obtained pursuant
to clause (i) above, if applicable.



     (c)  General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:



		
	 	     (i) use their respective reasonable best efforts to contact all
Holders of Transfer Restricted Securities and notify each Holder of its
right to include its Transfer Restricted Securities in such Registration
Statement;
	 
	 	     (ii) use their reasonable best efforts to keep such Registration
Statement effective for the period specified in Section 3 hereof, as
applicable, and provide all requisite financial statements for the period
specified in Section 3 hereof, as applicable. Upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus
contained therein (i) to contain an untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein not misleading or (ii) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this
Agreement, the Company and the Guarantors shall file promptly an
appropriate amendment to such Registration Statement curing such defect,
and, if Commission review is required, use their respective reasonable
best efforts to cause such amendment to be declared effective as soon as
practicable;
	 
	 	     (iii) prepare and file with the Commission such amendments and
post-effective amendments to the applicable Registration Statement as may
be necessary to keep such Registration Statement effective for the
applicable period set forth in Section 3 hereof, as the case may be;
cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
under the Act in a timely manner; and comply with the provisions of the
Act with respect to the disposition of all Transfer Restricted Securities
covered by such Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to
the Prospectus; the Company and the Guarantors shall not be deemed to
have used their respective reasonable best efforts to keep such
Registration Statement effective during the applicable period if either
the Company or any of the Guarantors voluntarily takes any action that
would result in selling holders of the Transfer Restricted Securities
covered thereby being unable to sell such Transfer Restricted Securities
during that period unless such action is required under applicable law,
provided that the foregoing shall not apply to actions taken by the
Company or the Guarantors in good faith and for valid business reasons,
including without limitation the acquisition or divestiture of assets, so
long as the Company and the Guarantors promptly thereafter comply with
the requirements of Section 5(c)(xv) hereof, if applicable;
	 
	 	     (iv) advise the selling Holders and underwriters, if any, promptly
and, if requested by such Persons, confirm such advice in writing, (A)
when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any Registration Statement
or any post-effective amendment thereto, when the same



12






 






		
	 	has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or
for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement under the Act or of the suspension by any state
securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of
any proceeding for any of the preceding purposes, (D) of the existence of
any fact or the happening of any event in the good faith judgment of the
Company that makes any statement of a material fact made in the
Registration Statement, the Prospectus, any amendment or supplement
thereto or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration
Statement in order to make the statements therein not misleading, or that
requires the making of any additions to or changes in the Prospectus in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Transfer Restricted Securities under
state securities or Blue Sky laws, the Company and the Guarantors shall
use their respective reasonable best efforts to obtain the withdrawal or
lifting of such order at the earliest possible time;
	 
	 	     (v) subject to Section 5(c)(i), if any fact or event contemplated by
Section 5(c)(iv)(D) above shall exist or have occurred, prepare a
supplement or post-effective amendment to the Registration Statement or
related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
	 
	 	     (vi) furnish to each selling Holder and underwriter, if any, in
connection with such exchange or sale, if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review and comment of
such Persons in connection with such sale, if any, for a period of at
least five Business Days, and the Company will use its reasonable best
efforts to incorporate into such Registration Statement or Prospectus or
any amendment or supplement to any such Registration Statement or
Prospectus (including all such documents incorporated by reference) any
comments that such Persons shall reasonably make;
	 
	 	     (vii) promptly prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document to the selling Holders, and underwriters,
if any, in connection with such exchange or sale, if any, make the
Company’s and the Guarantors’ representatives available for discussion of
such document and other customary due diligence matters, and include such



13






 








		
	 	information in such document prior to the filing thereof as such selling
Holders may reasonably request;
	 
	 	     (viii) make available at reasonable times for inspection by each
selling Holder and underwriter, if any, and any attorney or accountant
retained by such selling Holders, or underwriter, if any, all financial
and other records, pertinent corporate documents of the Company and the
Guarantors and cause the Company’s and the Guarantors’ officers,
directors and employees to supply all information reasonably requested by
any such selling Holder, underwriter, if any, attorney or accountant in
connection with such Registration Statement or any post-effective
amendment thereto subsequent to the filing thereof and prior to its
effectiveness;
	 
	 	     (ix) if requested by any selling Holders or underwriters, if any, in
connection with such exchange or sale, promptly include in any
Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling
Holders or underwriters, if any, may reasonably request to have included
therein, including, without limitation, information relating to the “Plan
of Distribution” of the Transfer Restricted Securities; and make all
required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the
matters to be included in such Prospectus supplement or post effective
amendment;
	 
	 	     (x) furnish to each selling Holder and underwriter, if any, in
connection with such exchange or sale, without charge, at least one copy
of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by
reference);
	 
	 	     (xi) deliver to each selling Holder and underwriter, if any, without
charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company and the Guarantors hereby consent to
the use (subject to the provisions of this Agreement and in accordance
with law) of the Prospectus and any amendment or supplement thereto by
each selling Holder and each underwriter, if any, in connection with the
offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto;
	 
	 	     (xii) upon the request of any selling Holder or underwriter, if any,
enter into such agreements (including underwriting agreements) and make
such representations and warranties and take all such other actions in
connection therewith in order to expedite or facilitate the disposition
of the Transfer Restricted Securities pursuant to any Shelf Registration
Statement contemplated by this Agreement as may be reasonably requested
by any such selling Holder or underwriter in connection with any sale or
resale pursuant to any applicable Shelf Registration Statement. In such
connection, and in addition to their obligations set forth in Section 9
hereof, the Company and the Guarantors shall:



14






 








		
	 	     (1) upon request of any selling Holder or underwriter, if any,
furnish (or in the case of clauses (ii) and (iii) below, use its
reasonable best efforts to cause to be furnished) to each selling
Holder or underwriter, if any, upon the effectiveness of the Shelf
Registration Statement:
	 
	 	          (i)      a certificate, dated such date, signed on behalf of the
Company and the Guarantors by (x) the President, Chief Executive
Officer or any Senior Vice President and (y) a principal financial
or accounting officer of the Company, similar in form, substance
and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and such other similar matters as
the selling Holders may reasonably request or as may be required by
the applicable underwriting agreement;
	 
	 	          (ii)      an opinion, dated as per customary procedure for
underwritten offerings, of counsel to each of the Company and the
Guarantors covering matters as customarily required for
underwritten offerings in opinions requested in underwritten
offerings and such other matter as the selling Holders may
reasonably request or as may be required by the applicable
underwriting agreement, and in any event including a statement to
the effect that such counsel has participated in conferences with
officers and other representatives of the Company and the
Guarantors, representatives of the independent public accountants
for the Company and the Guarantors and have considered the matters
required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel
advises that, on the basis of the foregoing (relying as to
materiality to the extent such counsel deems appropriate upon the
statements of officers and other representatives of the Company and
the Guarantors, the Company’s auditors, the underwriters, the
selling Holders and their counsel and without independent check or
verification), no facts came to such counsel’s attention that
caused such counsel to believe that the applicable Registration
Statement, at the time such Shelf Registration Statement or any
post-effective amendment thereto became effective, contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained
in such Shelf Registration Statement as of its date, contained an
untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; without limiting the foregoing, such counsel may state
further that such counsel assumes no responsibility for, and has
not independently verified, the accuracy, completeness or fairness
of the financial statements, notes and schedules and other
financial data included in any Shelf Registration Statement
contemplated by this Agreement or the related Prospectus; and
	 
	 	          (iii)      a customary comfort letter, dated as of the date of
effectiveness of the Shelf Registration Statement and date of
Prospectus (if different) from each of the Company’s and the
Guarantors’ certified public independent accountants, in



15






 








		
	 	the
customary form and covering matters of the type as customarily
required for underwritten offerings in comfort letters to
underwriters in connection with underwritten offerings or as may be
required by the applicable underwriting agreement;
	 
	 	     (2) deliver such other documents and certificates as may be
reasonably requested by the selling Holders and underwriters, if
any, to evidence compliance with the matters set forth in clause
(1) above and with any customary conditions contained in the
agreement entered into by the Company and the Guarantors pursuant
to this clause (xii); and
	 
	 	     (3) if an underwriting agreement is entered into, the same
shall set forth in full the indemnification provisions and
procedures of Section 7 hereof (or such other substantially similar
provisions and procedures as the underwriters shall reasonably
request) with respect to all parties to be indemnified pursuant to
Section 7 hereof; and deliver such documents and certificates as
may be requested by the holders of a majority in aggregate
principal amount of the Transfer Restricted Securities being sold
and the managing underwriters, if any, to evidence compliance with
5(c)(xv) hereof and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the
Company and the Guarantors;




		
	 	     (xiii) prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders, underwriters, if any, and
their respective counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities
or Blue Sky laws of such jurisdictions as such Persons may reasonably
request and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the applicable Registration Statement; provided,
however, that neither the Company nor any Guarantor shall be required to
register or qualify as a foreign corporation where it is not now so
qualified or to take any action that would subject it to the service of
process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction
where it is not now so subject;
	 
	 	     (xiv) in connection with any sale of Transfer Restricted Securities
that will result in such securities no longer being Transfer Restricted
Securities, cooperate with the selling Holders to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and to
register such Transfer Restricted Securities in such denominations and
such names as the selling Holders may request at least one Business Day
prior to such sale of Transfer Restricted Securities;
	 
	 	     (xv) subject to Section 5(c)(ii) hereof, if any fact or event
contemplated by Section 5(c)(iv) hereof shall exist or have occurred,
prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered to the purchasers of the Transfer Restricted Securities, the
Prospectus



16






 






		
	 	will not contain an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made, not
misleading;
	 
	 	     (xvi) if requested by the holders of a majority in aggregate
principal amount of the Transfer Restricted Securities to be included in
the applicable Registration Statement or the managing underwriters, if
any, cause all Transfer Restricted Securities covered by such
Registration Statement to be listed on each securities exchange on which
similar securities issued by the Company and the Guarantors are then
listed;
	 
	 	     (xvii) use their respective reasonable best efforts to cause the
disposition of the Transfer Restricted Securities covered by the
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be reasonably necessary to
enable the seller or sellers thereof to consummate the disposition of
such Transfer Restricted Securities, subject to the proviso contained in
clause (xiii) above;
	 
	 	     (xviii) cause the Transfer Restricted Securities covered by a
Registration Statement to be rated with such rating agencies as the
holders of a majority in aggregate principal amount of the Transfer
Restricted Securities to be included in the applicable Registration
Statement or the managing underwriters, if any, may designate;
	 
	 	     (xix) provide a CUSIP number for all Transfer Restricted Securities
not later than the effective date of a Registration Statement covering
such Transfer Restricted Securities and provide the Trustee under the
Indenture with printed certificates for the Transfer Restricted
Securities which are in a form eligible for deposit with the Depository
Trust Company;
	 
	 	     (xx) otherwise use its reasonable best efforts to comply in all
material respects with all applicable rules and regulations of the
Commission, and make generally available to its security holders with
regard to any applicable Registration Statement, as soon as practicable,
a consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Act);
	 
	 	     (xxi) make appropriate officers of the Company and the Guarantors
available, subject to the provisions of Section 3.2 of the Inducement
Agreement, to the underwriters for meetings with prospective purchasers
of the Transfer Restricted Securities and prepare and present to
potential investors customary “road show” material in a manner consistent
with other new issuances of other securities similar to the Transfer
Restricted Securities;
	 
	 	     (xxii) cause the Indenture to be qualified under the TIA not later
than the effective date of the Registration Statement required by this
Agreement and, in connection therewith, cooperate with the Trustee and
the selling Holders to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use its reasonable best efforts to



17






 






		
	 	cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be
filed with the Commission to enable such Indenture to be so qualified in
a timely manner; and
	 
	 	     (xxiii) provide promptly to each selling Holder upon written request
each document filed with the Commission pursuant to the requirements of
Section 12 or Section 15(d) of the Exchange Act.



     (d)  Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 5(c)(iv)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 5(c)(iv)(D) hereof or if the Company is
required by any state or federal securities laws to file an amendment or
supplement to such Registration Statement for the purpose of incorporating
quarterly or annual information, which is not automatically effective (in each
case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 5(c)(v) hereof, or
(ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the “Recommencement Date”). Each Holder receiving a Suspension
Notice hereby agrees that it will either (i) destroy any Prospectuses, other
than permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses or (ii) deliver
to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Holder’s possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice. The time period regarding the effectiveness of the
Registration Statement set forth in Sections 3 hereof, as applicable, shall be
extended by a number of days equal to the number of days in the period from and
including the date of delivery of the Suspension Notice to the Recommencement
Date.


SECTION 6. REGISTRATION EXPENSES



     Except as otherwise provided herein, all expenses incident to the
Company’s and the Guarantors’ performance of or compliance with this Agreement
will be borne by the Company (other than any Selling Expenses), regardless of
whether a Registration Statement required by this Agreement becomes effective,
including without limitation: (i) all registration and filing fees and
expenses; (ii) all fees and expenses of compliance with federal securities and
state Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Notes to be issued upon conversion of the Series
A Notes in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and the Guarantors and reasonable fees and expenses of one counsel
to the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Series B Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).
All Selling Expenses incurred in connection with any registrations hereunder
shall be borne by the Holders of the


18






 


Transfer Restricted Securities so
registered pro rata on the basis of the amount of the Transfer Restricted
Securities so registered. If a registration proceeding is begun upon the
request of Holders, but such request is subsequently withdrawn at the request
of the Holders, then the Holders of Transfer Restricted Securities to have been
registered may either: (i) bear all registration expenses of such proceeding
as provided in the preceding sentence (“Registration Expenses”), pro rata on
the basis of the amount of Transfer Restricted Securities to have been
registered, in which case the Company shall be deemed not to have effected a
registration pursuant to this Agreement or (ii) require the Company to bear all
Registration Expenses of such proceeding, in which case the Company shall be
deemed to have effected a registration pursuant to the Agreement.


     The Company will, in any event, bear its and the Guarantors’ internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.


SECTION 7. INDEMNIFICATION



     (a)  The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, its officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act and Section 20 of the Exchange Act), from and against any and all
losses, claims, damages, liabilities, judgments (including without limitation,
any legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments), caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Series B Notes or registered Series A Notes or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the light of the
circumstances in which they were made in the case of a Prospectus) not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to such Holder
furnished in writing to the Company by such Holder expressly for use therein.


     (b)  Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantors, and
their respective directors and officers, and each Person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, or the Guarantors to the same extent as the foregoing indemnity
from the Company and the Guarantors set forth in clause (a) above, but only
with reference to information relating to such Holder furnished in writing to
the Company by such Holder expressly for use in any Registration Statement. In
no event shall any Holder, its directors, its officers or any Person, if any,
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to
its sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds the amount paid by such Holder for such Transfer Restricted
Securities, less the amount of any damages that such Holder, its directors, its
officers or any Person, if any, who controls such


19






 


Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.


     (c)  In case any action shall be commenced involving any Person in respect
of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
“indemnified party”), the indemnified party shall promptly notify the Person
against whom such indemnity may be sought (the “indemnifying person”) in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 7(a) and 7(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 7(c), but may
employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such
fees and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Holders holding a majority in aggregate principal
amount of the Transfer Restricted Securities subject to such action, in the
case of the parties indemnified pursuant to Section 7(a), and by the Company
and the Guarantors, in the case of parties indemnified pursuant to Section
7(b). The indemnifying party shall indemnify and hold harmless the indemnified
party from and against any and all losses, claims, damages, liabilities and
judgments by reason of any settlement of any action effected with its written
consent. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.


     (d)  To the extent that the indemnification provided for in this Section 7
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such


20






 


losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause 7(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
7(d)(i) above but also the relative fault of the Company and the Guarantors on
the one hand, and of the Holders, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the
one hand, and of the Holders, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company and such
Guarantors, on the one hand, or by the Holders, on the other hand, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and judgments
referred to above shall be deemed to include, subject to the limitations set
forth in Section 7(a) hereof, any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action
or claim.


     The Company and the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any
matter, including any action that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this
Section 7, no Holder or its related indemnified party shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of its Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 10(f) of the Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 7(c) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each of the Holders hereunder and not joint.


SECTION 8. RULE 144A AND RULE 144



     The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in
which the Company (i) is not subject to Section 12 or 15(d) of the Exchange
Act, to make available, upon request of any Holder of Transfer Restricted
Securities, to any Holder or beneficial owner of Transfer


21






 


Restricted Securities
in connection with any sale thereof and any prospective purchaser of Transfer
Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii)
is subject to Section 12 or 15(d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.


SECTION 9. UNDERWRITTEN OFFERINGS; MARKET STAND-OFF



     (a)  If any of the Transfer Restricted Securities covered by any
Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Securities included in
such offering provided that such managers shall be reasonably acceptable to the
Company.


     No Holder of Transfer Restricted Securities may participate in any
underwritten registration hereunder unless such Holder (i) agrees to sell its
Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


     (b)  Each Holder of Transfer Restricted Securities agrees, if requested
(pursuant to a timely written notice) by the managing underwriters in an
underwritten offering made pursuant to a Registration Statement, and the
Company and each Guarantor agree, not to effect any private sale or
distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but
excluding non-public sales to any of its affiliates, officers, directors,
employees and controlling persons) of any of the Notes, in the case of an
underwritten offering of the Notes, during the period beginning seven days
prior to, and ending 90 days after, the closing date of such underwritten
offering.


     The foregoing provisions of this Section 9(b) shall not apply to any
Holder of Transfer Restricted Securities if such Holder is prevented by
applicable statute or regulation from entering into any such agreement.


     (c)  Each Holder hereby agrees that such Holder shall not sell, transfer,
make any short sale of, grant any option for the purchase of or enter into any
hedging or similar transaction with the same economic effect as a sale with
respect to, any Transfer Restricted Securities (or similar debt securities) of
the Company held by such Holder (other than those included in the registration)
for a period specified by the representative of the underwriters of securities
of the Company not to exceed 90 days following, and for a period not to exceed
seven days immediately prior to, the effective date of any registration
statement. For purposes of this Section 8, the term “Company” shall include
any wholly-owned subsidiary of the Company into which the Company merges or
consolidates. In order to enforce the foregoing covenant, the Company shall
have the right to impose stop transfer instructions with respect to the
Transfer Restricted Securities and such other securities of each Holder (and
the securities of every other person subject to the foregoing restriction)
until the end of such period. Each Holder further agrees to enter into any
agreement reasonably required by the underwriters to implement the


22






 


foregoing
within any reasonable timeframe so requested. Each Holder agrees to execute
and deliver such other agreements as may be reasonably requested by the Company
or the underwriter which are consistent with the foregoing or which are
necessary to give further effect thereto.


SECTION 10. SPECIAL RIGHTS



     In the event that the Purchaser elects to transfer any Notes, the Company
agrees to cooperate with the Purchaser and use its reasonable best efforts to
expedite and facilitate the marketing and sale of the Notes, including, but not
limited to:



		
	 	     (i) organizing quarterly investor calls;
	 
	 	     (ii) maintaining ratings at Moody’s Investors Service and Standard
and Poor’s Rating Corporation;
	 
	 	     (iii) making certain members of the senior management of the
Company, as well as its consultants and advisors, available to answer
questions in connection with the sale of the Notes, including, but not
limited to, accepting calls from prospective and current investors at
reasonable hours and upon reasonable notice;
	 
	 	     (iv) providing assistance by the senior management of the Company in
the preparation of an information package regarding the business and
operations of the Company, including, without limitation, the delivery of
all information relating to the transactions contemplated hereunder and
all other information deemed reasonably necessary by the purchaser to
complete the sale of the Notes; it being understood and agreed that such
information package shall be limited to an executive summary of the
business of the Company, substantially in the form of Exhibit B hereto
(as updated as may be necessary from time to time in the good faith
determination of the Company), audited financial statements and interim
financial statements since the date of the last audited balance sheet as
may then be available, pro forma financial information and such other
information as may then be required to be delivered by the Company in
accordance with applicable law and that such information package shall
not include any projections except as would be required under the Act to
be included in a registration statement, and the Company shall assist
with the preparation of any additional information reasonably requested
by Purchaser at Purchaser’s expense.
	 
	 	     (v) the presentation of such information package in meetings and
other communications with prospective purchasers in connection with the
sale of the Notes;
	 
	 	     (vi) upon the reasonable request of the Purchaser, making senior
management employees of the Company available for their participation in
one-on-one meetings with prospective investors and in one or more
customary “road shows” in order to present the Company to prospective
investors (“Road Show Rights”), it being understood that: (a) such Road
Show Rights shall only apply for so long as the Purchaser owns more than
$15.0 million in aggregate principal amount of the Notes; (b) in no event
will members of the Company’s senior management be required to spend more
than ten (10) days per calendar year meeting with prospective investors
pursuant to these provisions, which



23






 








		
	 	meetings shall be scheduled at
reasonable times and upon reasonable notice and shall not unreasonably
interfere with management’s ability to run the Company’s business and (c)
such Road Show Rights shall expire on the second anniversary of the
issuance of the Notes, provided that during the following year the
Company shall use its reasonable efforts to accommodate reasonable
requests by Purchaser for additional road shows to support its marketing
efforts with respect to the Notes; and
	 
	 	     (vii) causing the Notes to be deposited with DTC and to remain
eligible for transfer on a book-entry basis through the facilities of
DTC.



     The Company shall be solely responsible for the contents of any such
information package and presentation and acknowledges that the Purchaser will
be using and relying upon the information contained in such information package
and presentation without independent verification thereof; provided that the
Purchaser shall be responsible for written information furnished to the Company
or any Guarantor by the Purchaser specifically for use in such information
package and presentation. In addition, the Company represents and covenants
that all information provided directly or indirectly by the Company to the
Purchaser or prospective purchasers in connection with the transactions
contemplated under this Section 10 is and will be complete and correct in all
material respects and does not and will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained therein, in light of the circumstance under which they were made, not
misleading. The Company agrees to supplement such information from time to
time so that the representations and covenants contained in the preceding
sentence remain correct.


     The foregoing rights maybe exercised only by Purchaser and will not inure
to the benefit of any subsequent Holder of such Notes and it shall not be
assignable or otherwise transferable.


SECTION 11. MISCELLANEOUS



     (a)  Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with its obligations
under Section 3 may result in material irreparable injury to the Purchaser or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Purchaser or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and each Guarantors’
obligations under Section 3 hereof. The Company and the Guarantors further
agree to waive the defense in any action for specific performance that a remedy
at law would be adequate.


     (b)  No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor has previously entered into any agreement
(which has not expired or been terminated) granting any registration rights
with respect to its securities to any Person. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company’s and the Guarantors’
securities under any agreement in effect on the date hereof.


24






 


     (c)  Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 3
hereof and this Section 11(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Company or its Affiliates). Nothwithstanding the foregoing, a waiver or
consent to departure from the previous provisions hereof that relates
exclusively to the rights of Holders whose Transfer Restricted Securities are
being tendered pursuant to the Exchange Offer, and that does not affect
directly or indirectly the rights of other Holders whose Transfer Restricted
Securities are not being tendered pursuant to such Exchange Offer, may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.


     (d)  Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Purchaser, on the other hand, and shall
have the right to enforce such agreements directly to the extent they may deem
such enforcement necessary or advisable to protect their rights hereunder. At
the request of the Purchaser, the Company agrees to consent to an amendment to
this Agreement if the sole purpose of such amendment is to include additional
Holders as express parties hereto.


     (e)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:



		
	 	     (i)   if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the
Indenture and a copy to Latham & Watkins, 885 Third Avenue, Suite 1000,
New York, NY 10022, Telecopier No.: (212) 751-4864, attention: Kirk A.
Davenport II; and
	 
	 	     (i)   if to the Company or the Guarantors:
	 
	 	           GXS Corporation

           100 Edison Park Drive

           Gaithersburg, MD 20878

           Telecopier No.: (301) 340-4251

           Attention: General Counsel

	 
	 	           With a copy to:
	 
	 	           Jones, Day, Reavis & Pogue

           901 Lakeside Avenue

           Cleveland, OH 44114

           Telecopier No.: (216) 579-0212

           Attention: Christopher Kelly, Esq.





     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the


25






 


mail, postage prepaid, if mailed; when
receipt acknowledged, if telecopied; and on the next business day, if timely
delivered to an air courier guaranteeing overnight delivery.


     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.


     (f)  Successors and Assigns. Except for the rights granted to Purchaser in
Section 10 hereof, this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties, including without
limitation and without the need for an express assignment, subsequent Holders;
provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Transfer Restricted Securities in violation of the
terms hereof, the Inducement Agreement or the Indenture. Except for the rights
granted to Purchaser in Section 10 hereof, if any transferee of any Holder
shall acquire Transfer Restricted Securities in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this
Agreement and the Inducement Agreement and Indenture and such Person shall be
entitled to receive the benefits hereof.


     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


     (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


     (i)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.


     (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


     (k)  Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


[Signature Pages Follow]



26






 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



	 	GXS CORPORATION




	 	By:  /s/ Jean-Jacques
Charhon                    

    Name: Jean-Jacques Charhon

    Title: Senior Vice President, Chief Financial Officer and Treasurer




	 	GE INFORMATION SERVICES, INC.




	 	By:  /s/ Jean-Jacques
Charhon                     

    Name: Jean-Jacques Charhon

    Title: Senior Vice President, Chief Financial Officer and Treasurer




	 	GEIS HOLDINGS, INC.




	 	By:  /s/ Jean-Jacques
Charhon                    

    Name: Jean-Jacques Charhon

    Title: President




	 	GEIS INTERNATIONAL, INC.




	 	By:  /s/ Bruce Hunter                    

    Name: Bruce Hunter

    Title: Secretary/Attorney in Fact




	 	TPN REGISTER, L.L.C.




	 	By:  /s/ Bruce Hunter                    

    Name: Bruce Hunter

    Title: Vice President of GEIS Holdings,
Inc.,

              as Sole Member



S-1






 



	GENERAL ELECTRIC CAPITAL CORPORATION	 




	By:  /s/ John
Goodwin               

    Name: John Goodwin

    Title: Duly Authorized Signatory	 




S-2









 



EXHIBIT A



GXS Corporation

Selling Securityholder Notice and Questionnaire



     The undersigned beneficial holder of Senior Subordinated Reset Notes due
September 27, 2009 (the “Registrable Securities”) of GXS Corporation (the
“Company”) understands that the Company has filed or intends to file with the
Securities and Exchange Commission a registration statement on an appropriate
form for the registration of the resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), of the Registrable Securities in
accordance with the terms of the registration rights agreement, dated as of
September 27, 2002, among the Company and the initial purchaser party thereto
(the “Registration Rights Agreement”). A copy of the Registration Rights
Agreement is available from the Company upon request at the address set forth
below.


     Each
beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any
Registrable Securities pursuant to the shelf registration statement, a
beneficial owner of Registrable Securities generally will be required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers of Registrable Securities and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification provisions, as described below).
Beneficial owners are encouraged to complete and deliver this Notice and
Questionnaire prior to the effectiveness of the shelf registration statement so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of effectiveness. Any beneficial owner of
Registrable Securities wishing to include its Registrable Securities must
deliver to the Company a properly completed and signed selling securityholder
Notice and Questionnaire. The Company has agreed to pay additional interest
pursuant to the Registration Rights Agreement under certain circumstances as set
forth therein.


     Certain legal consequences arise from being named as a selling
securityholder in the shelf registration statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the shelf registration
statement and the related prospectus.


Notice



     The undersigned beneficial owner (the “Selling Securityholder”) of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
shelf registration statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands and agrees that it will be bound by the
terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement.


     The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete.



-1-






 





Questionnaire




	1.	 	(a)	
		 		

		 		Full legal name of Selling Securityholder:
	 
	 	 	(b)	
		 		

		 		Full legal name of registered holder (if not the same as (a) above)
through which Registrable Securities listed in (3) below are held:
	 
	 	 	(c)	
		 		

		 		Full legal name of The Depository Trust Company participant (if applicable
and if not the same as (b) above) through which Registrable Securities
listed in (3) below are held:
	 
	2.	 	 	 
		 		

		 		Address for notices to Selling Securityholder:
	 
		 		

	 
		 		

	 
	 	 	 	Telephone (including area code):
		 		


	 
	 	 	 	Fax (including area code):
		 		


	 
	 	 	 	Contact Person:
		 		


	 
	3.	 	 	Beneficial ownership of Registrable Securities:
	 
	 	 	(a)	Type and principal amount of Registrable Securities beneficially owned:
	 
		 		

	 
		 		

	 
	 	 	(b)	CUSIP No(s). of such Registrable Securities beneficially owned:
	 
		 		

	 
		 		

	 	 	(c)	The amount of securities to be offered for the Selling Securityholder’s
account:
	 
		 		

	 
		 		




-2-






 







	 	 	(d)	The amount and (if one percent or more) the percentage of the class to be
owned by the Selling Securityholder after completion of the offering:
	 
		 		

	 
		 		

	4.	 	 	Beneficial ownership of the Company securities owned by the Selling Securityholder:
	 
	 	 	 	Except as set forth below in this Item (4), the undersigned is not the
beneficial or registered owner of any securities of the Company other than
the Registrable Securities listed above in Item (3).
	 
	 	 	(a)	Type and amount of other securities beneficially owned by the Selling Securityholder:
	 
		 		

	 
		 		

	 
	5.	 	 	Relationship with the Company:
	 
	 	 	 	Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three
years.
	 
	 	 	 	State any exception here:
	 
		 		

	 
		 		

	 
		 		

	 
		 		

	 
		 		

	 
	6.	 	 	Plan of distribution:
	 
	 	 	 	Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Registrable Securities listed above in
Item (3) pursuant to the shelf registration statement only as
follows (if at
all). Such Registrable Securities may be sold from time to time directly by
the undersigned or alternatively, through underwriters, in accordance with
the Registration Rights Agreement, broker-dealers or agents. If the
Registrable Securities are sold through underwriters or broker-dealers, the
Selling Securityholder will be responsible for underwriting discounts or
commissions or agent’s commissions. Such Registrable Securities may be sold
in one or more transactions at fixed



-3-






 







	 	 	 	prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such sales may be
effected in transactions (which may involve block transactions) (i) on any
national securities exchange or quotation service on which the Registrable
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the- counter market or (iv) through
the writing of options. In connection with sales of the Registrable
Securities or otherwise, the undersigned may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of
the Registrable Securities and deliver Registrable Securities to close out
such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities, it being understood
and agreed that any hedging activities will be conducted in compliance with
the Securities Act.
	 
	 	 	 	State any exceptions here:
	 
		 		

	 
		 		

	 
		 		

	 
	7.	 	 	NASD Affiliates:
	 
		 		

	 
		 		




     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Securities Act and the Securities Exchange Act of
1934, as amended, and the rules thereunder relating to prospectus delivery
requirements and stock manipulation, particularly Regulation M thereunder (or
any successor rules or regulations) in connection with any offering of
Registrable Securities pursuant to the shelf registration statement. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.


     The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.


     Pursuant to the Registration Rights Agreement, the Company has agreed under
certain circumstances to indemnify the Selling Securityholders against certain
liabilities.


     In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion
in the shelf registration statement, the undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein
that may occur subsequent to the date hereof at any time while the shelf
registration statement remains effective. All notices hereunder and pursuant to
the registration rights agreement shall be made in writing at the address set
forth below.


-4-






 


     By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (7) above and
the inclusion of such information in the shelf registration statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the shelf registration statement and the related prospectus.


     Once this Notice and Questionnaire is executed by the undersigned and
received by the Company, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives and assigns of the Company and the undersigned
with respect to the Registrable Securities beneficially owned by the undersigned
and listed in Item 3 above. This Notice and Questionnaire shall be governed in
all respects by the laws of the State of New York.


     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.



	 	Dated:




	 	Beneficial Owner




	 	By:                                         

    Name:

    Title:




	 	PLEASE RETURN

THE COMPLETED

AND EXECUTED

NOTICE AND QUESTIONNAIRE

TO THE COMPANY AT:




	 	GXS Corporation

100 Edison Park Drive

Gaithersburg, MD 20878

Attention: Secretary

(301) 340-4000




-5-