exv4w6



 



EXHIBIT 4.6



 



$105,000,000



GXS Corporation



Senior Secured Floating Rate Notes Due 2008



REGISTRATION RIGHTS AGREEMENT



March 21, 2003



Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010-3629


Dear Sirs:


     GXS Corporation, a Delaware corporation (the “Issuer”), proposes to issue
and sell to Credit Suisse First Boston LLC (the “Initial Purchaser”), upon the
terms set forth in a purchase agreement dated March 14, 2003 (the “Purchase
Agreement”), $105,000,000 aggregate principal amount of its Senior Secured
Floating Rate Notes due 2008 (the “Initial Securities”) to be guaranteed on a
senior secured basis (the “Guarantees” and together with the Initial
Securities, the “Offered Securities”) by Global eXchange Services, Inc., Global
eXchange Services Holdings, Inc., GXS International, Inc. and TPN Register,
L.L.C. (each, a “Guarantor” and, collectively with the Issuer, the “Company”).
The Offered Securities will be issued pursuant to an Indenture, dated as of the
date hereof (the “Indenture”), among the Company, the Guarantors named therein
and Wells Fargo Bank Minnesota, National Association , as trustee (the
“Trustee”). As an inducement to the Initial Purchaser to enter into the
Purchase Agreement, the Company agrees with the Initial Purchaser, for the
benefit of the Initial Purchaser and the holders of the Securities (as defined
below) (collectively the “Holders”), as follows:


     1.     Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 120 days (such 120th day being a
“Filing Deadline”) after the date on which the Initial Purchaser purchases the
Offered Securities pursuant to the Purchase Agreement (the “Closing Date”),
file with the Securities and Exchange Commission (the “Commission”) a
registration statement (the “Exchange Offer Registration Statement”) on an
appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to
the Holders of Transfer Restricted Securities (as defined in Section 6 hereof),
who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Offered Securities, a like aggregate principal
amount of debt securities of the Company, and Guarantees of the Guarantors,
issued under the Indenture, identical in all material respects to the Offered
Securities (other than with respect to the transfer restrictions applicable
thereto and the benefit of this Agreement) and registered under the Securities
Act (the “Exchange Securities”). The Company shall use its reasonable best
efforts to (i) cause such Exchange Offer Registration Statement to be declared
effective under the Securities Act within 210 days after the Closing Date (such
210th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the “Exchange Offer
Registration Period”).


     If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has


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accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
“Consummation Deadline”).


     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Offered Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.


     The Company acknowledges that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Offered Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus
containing the information substantially in the form set forth in (a) Annex A
hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto
in the “Plan of Distribution” section of such prospectus in connection with a
sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that
elects to sell Securities (as defined below) acquired in exchange for Offered
Securities constituting any portion of an unsold allotment, is required to
deliver a prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with such
sale.


     The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided,
however, that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser of 180 days and the date on which
all Exchanging Dealers and the Initial Purchaser have sold all Exchange
Securities held by them (unless such period is extended pursuant to Section
3(j) below) and (ii) the Company shall make such prospectus and any amendment
or supplement thereto available to any broker-dealer for use in connection with
any resale of any Exchange Securities for a period of not less than 180 days
after the consummation of the Registered Exchange Offer (the “Exchange Offer
Effectiveness Period”).


     If, upon consummation of the Registered Exchange Offer, the Initial
Purchaser holds Offered Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver
to such Initial Purchaser upon the written request of such Initial Purchaser,
in exchange (the “Private Exchange”) for the Offered Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company,
and Guarantees of the Guarantors, issued under the Indenture and identical in
all material respects to the Offered Securities (the “Private Exchange
Securities”). The Offered Securities, the Exchange Securities and the Private
Exchange Securities are herein collectively called the “Securities”.


      In connection with the Registered Exchange Offer, the Company shall:



		
	 	     (a)     mail or electronically transmit to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;



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	 	     (b)    keep the Registered Exchange Offer open for not less than 30
days (or longer, if required by applicable law) after the date notice
thereof is mailed to the Holders;
	 
	 	     (c)    utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York,
which may be the Trustee or an affiliate of the Trustee;
	 
	 	     (d)    permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last business day on
which the Registered Exchange Offer shall remain open; and
	 
	 	     (e)    otherwise comply in all material respects with all applicable
laws.



     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:



		
	 	     (x)    accept for exchange all the Securities validly tendered and not
withdrawn pursuant to the Registered Exchange Offer and the Private
Exchange;
	 
	 	     (y)    deliver to the Trustee for cancellation all the Offered
Securities so accepted for exchange; and
	 
	 	     (z)    cause the Trustee to authenticate and deliver promptly to each
Holder of the Offered Securities, Exchange Securities or Private Exchange
Securities, as the case may be, equal in principal amount to the Offered
Securities of such Holder so accepted for exchange.



     The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.


     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Offered Securities surrendered in exchange therefor or, if no interest has been
paid on the Offered Securities, from the Closing Date.


     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in
the distribution of the Securities within the meaning of the Securities Act,
(iii) such Holder is not an “affiliate,” as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) that it is not engaged in, and
does not intend to engage in, the distribution of the Exchange Securities, (v)
that it will receive Exchange Securities for its own account in exchange for
Offered Securities 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 Exchange
Securities and (vi) such Holder has full power and authority to transfer the
Offered Securities in exchange for the Exchange Securities, free and clear of
any and all Liens.


     Notwithstanding any other provisions hereof, the Company will use its
reasonable best efforts to ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies as to form in all material respects with the
Securities Act and the rules and regulations thereunder, (ii) any Exchange
Offer Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
do not include an untrue


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statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


      If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable
opinion of counsel to the Company raises a substantial question as to whether
the Registered Exchange Offer is permitted by applicable federal law, the
Company will seek a no-action letter or other favorable decision from the
Commission allowing the Company to consummate the Registered Exchange Offer.
The Company will pursue the issuance of such a decision to the Commission staff
level. In connection with the foregoing, the Company will take all such other
actions as may be requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation (i)
participating in telephonic conferences with the Commission, (ii) delivering to
the Commission staff an analysis prepared by counsel to the Company setting
forth the legal basis, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.


      2.     Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
240th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Offered Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradeable Exchange Securities on the
date of the exchange and any such Holder so requests, the Company shall take
the following actions (the date on which any of the conditions described in the
foregoing clauses (i) through (iv) occur, including in the case of clauses
(iii) or (iv) the receipt of the required notice, being a “Trigger Date”):



		
	 	     (a)    The Company shall promptly (but in no event more than 30 days
after the Trigger Date (such 30th day being a “Filing Deadline”)) file
with the Commission and thereafter use its reasonable best efforts to
cause to be declared effective no later than 90 days after the Trigger
Date (such 90th day being an “Effectiveness Deadline”) a registration
statement (the “Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, a “Registration Statement”) on an
appropriate form under the Securities Act relating to the offer and sale
of the Transfer Restricted Securities by the Holders thereof from time to
time in accordance with the methods of distribution set forth in the
Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “Shelf Registration”); provided, however,
that no Holder (other than the Initial Purchaser) shall be entitled to
have the Securities held by it covered by such Shelf Registration
Statement unless such Holder agrees in writing to be bound by all the
provisions of this Agreement applicable to such Holder.
	 
	 	     (b)    The Company shall use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the Holders
of the relevant Securities, for a period of two years (or for such longer
period if extended pursuant to Section 3(j) below) from the date of its
effectiveness or such shorter period that will terminate when all the
Securities covered by the Shelf Registration Statement (i) have been sold
pursuant thereto or (ii) are eligible for resale pursuant to Rule 144(k)
under the Securities Act, or any successor rule thereof). The Company
shall be deemed not to have used its reasonable best efforts to keep the
Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of Securities
covered thereby not being able to offer and sell such Securities during
that period, unless such action is required by applicable law.
	 
	 	     (c)    Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement and
the related prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement, amendment or
supplement, (i) to comply as to form in all material respects with the
applicable requirements of the Securities Act and the



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	 	rules and regulations of the Commission and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.



      3.     Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:



		
	 	     (a)    The Company shall (i) furnish to the Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Registration
Statement and each amendment thereto and each supplement, if any, to the
prospectus included therein and, in the event that the Initial Purchaser
(with respect to any portion of an unsold allotment from the original
offering) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its reasonable best efforts
to reflect in each such document, when so filed with the Commission, such
comments as the Initial Purchaser reasonably may propose; (ii) include
the information substantially as set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section and in Annex C hereto in the
“Plan of Distribution” section of the prospectus forming a part of the
Exchange Offer Registration Statement and include the information set
forth in Annex D hereto in the Letter of Transmittal delivered pursuant
to the Registered Exchange Offer; (iii) if requested by the Initial
Purchaser, include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the prospectus
forming a part of the Exchange Offer Registration Statement, provided
that such names and other information are provided in writing to the
Company by the Initial Purchaser at least two (2) Business Days prior to
the filing of the Shelf Registration Statement; (iv) include within the
prospectus contained in the Exchange Offer Registration Statement a
section entitled “Plan of Distribution,” reasonably acceptable to the
Initial Purchaser, which shall contain a summary statement of the
positions taken or policies made by the staff of the Commission with
respect to the potential “underwriter” status of any broker-dealer that
is the beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or
policies have been publicly disseminated by the staff of the Commission
or such positions or policies, in the reasonable judgment of the Initial
Purchaser based upon advice of counsel (which may be in-house counsel),
represent the prevailing views of the staff of the Commission; and (v) in
the case of a Shelf Registration Statement, include the names of the
Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling securityholders, and other information required
under Item 507 of Regulation S-K under the Act, provided that such names
and other information are provided in writing to the Company by the
Initial Purchaser at least two (2) Business Days prior to the filing of
the Shelf Registration Statement.
	 
	 	     (b)    The Company shall give written notice to the Initial Purchaser,
the Holders of the Securities and any Participating Broker-Dealer from
whom the Company has received prior written notice that it will be a
Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii) through (v) hereof shall be accompanied
by an instruction to suspend the use of the prospectus until the
requisite changes have been made):




		
	 	     (i)    when the Registration Statement or any amendment thereto
has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become
effective;
	 
	 	     (ii)    of any request by the Commission for amendments or
supplements to the Registration Statement or the prospectus
included therein or for additional information;
	 
	 	     (iii)    of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose;



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	 	     (iv)    of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of
the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
	 
	 	     (v)    of the happening of any event that requires the Company to
make changes in the Registration Statement or the prospectus in
order that the Registration Statement or the prospectus does not
contain an untrue statement of a material fact nor omits to state a
material fact required to be stated therein or necessary to make
the statements therein (in the case of the prospectus, in light of
the circumstances under which they were made) not misleading.




		
	 	     (c)    The Company shall use its reasonable best efforts to obtain the
withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Registration Statement.
	 
	 	     (d)    The Company shall furnish to each Holder of Securities included
within the coverage of the Shelf Registration, without charge, at least
one copy of the Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if
the Holder so requests in writing, all exhibits thereto (including those,
if any, incorporated by reference).
	 
	 	     (e)    The Company shall deliver to each Exchanging Dealer and the
Initial Purchaser, and to any other Holder who so requests, without
charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including financial statements
and schedules, and, if the Initial Purchaser or any such Holder requests,
all exhibits thereto (including those incorporated by reference).
	 
	 	     (f)    The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus (including
each preliminary prospectus) included in the Shelf Registration Statement
and any amendment or supplement thereto as such person may reasonably
request. The Company consents, subject to the provisions of this
Agreement, including Section 3(j), to the use of the prospectus or any
amendment or supplement thereto by each of the selling Holders of the
Securities in connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement for the Shelf Registration
Period.
	 
	 	     (g)    The Company shall deliver to the Initial Purchaser, any
Exchanging Dealer, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the final prospectus included in the
Exchange Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. The Company consents,
subject to the provisions of this Agreement, including Section 3(j), to
the use of the prospectus or any amendment or supplement thereto by the
Initial Purchaser, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered
Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement for the
Exchange Offer Effectiveness Period.
	 
	 	     (h)    Prior to any public offering of the Securities pursuant to any
Registration Statement, the Company shall use its reasonable best efforts
to register or qualify or cooperate with the Holders of the Securities
included therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale under
the securities or “blue sky” laws of such states of the United States as
any Holder of the Securities reasonably requests in writing and do any
and all other acts or things reasonably necessary or advisable to enable
the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that
neither the Issuer nor any Guarantor shall be required to (i) qualify
generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action which would subject it to general
service of process or to taxation in any jurisdiction where it is not
then so subject.



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	 	     (i)    The Company shall cooperate with the Holders of the Securities
to facilitate the timely preparation and delivery of certificates
representing the Securities to be sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration
Statement.
	 
	 	     (j)    Upon the occurrence of any event contemplated by paragraphs (ii)
through (v) of Section 3(b) above during the period for which the Company
is required to maintain an effective Registration Statement, the Company
shall promptly prepare and file a post-effective amendment to the
Registration Statement or a supplement to the related prospectus and any
other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading. If the Company notifies the Initial Purchaser, the
Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above to
suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Initial Purchaser, the Holders of the
Securities and any such Participating Broker-Dealers shall suspend use of
such prospectus, and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the
Exchange Offer Registration Statement provided for in Section 1 above
shall each be extended by the number of days from and including the date
of the giving of such notice to and including the date when the Initial
Purchaser, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j).
	 
	 	     (k)    Not later than the effective date of the applicable Registration
Statement, the Company will provide a CUSIP number for the Initial
Securities, the Exchange Securities or the Private Exchange Securities,
as the case may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for
deposit with The Depository Trust Company.
	 
	 	     (l)    The Company will comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make
generally available, or otherwise provide, to its security holders (or
otherwise provide in accordance with Section 11(a) of the Securities Act)
an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder, no later than 45 days after the
end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement, which
statement shall cover such 12-month period.
	 
	 	     (m)    The Company shall cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended (the “Trust Indenture Act"), in
a timely manner and containing such changes, if any, as shall be
necessary for such qualification. In the event that such qualification
would require the appointment of a new trustee under the Indenture, the
Company shall appoint a new trustee thereunder pursuant to the applicable
provisions of the Indenture.
	 
	 	     (n)    The Company may require each Holder of Securities to be sold
pursuant to the Shelf Registration Statement to furnish to the Company
such information regarding the Holder and the distribution of the
Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that fails to
furnish such information within a reasonable time after receiving such
request.
	 
	 	     (o)    The Company shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary form)
and take all such other action, if any, as any Holder of the Securities
shall reasonably request in order to facilitate the disposition of the
Securities pursuant to any Shelf Registration.



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	 	     (p)    In the case of any Shelf Registration, the Company shall (i)
make reasonably available for inspection during normal business hours by
the Holders of the Securities, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement and any
attorney, accountant or other agent retained by the Holders of the
Securities or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of the Company and
(ii) cause the Company’s officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the
Holders of the Securities or any such underwriter, attorney, accountant
or agent in connection with the Shelf Registration Statement, in each
case, as shall be reasonably necessary to enable such persons, to conduct
a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that the foregoing
inspection and information gathering shall be coordinated on behalf of
parties other than the Initial Purchaser, by one counsel designated by
and on behalf of such other parties as described in Section 4 hereof.
Each Holder and any underwriter, attorney, accountant or agent conducting
an inspection under this Section 3(p) will be required to agree that
information obtained by it as a result of such inspections will be deemed
confidential and will not be disclosed by it as the basis for any
transaction in securities of the Company unless and until such
information is generally available to the public.
	 
	 	     (q)    In the case of any Shelf Registration, the Company, if requested
by any Holder of Securities covered thereby, shall cause (i) its counsel
to deliver an opinion and updates thereof relating to the Securities in
customary form and as customarily given addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement;
(ii) its officers to execute and deliver all customary documents and
certificates and updates thereof reasonably requested by any underwriters
of the applicable Securities and (iii) its independent public accountants
and the independent public accountants with respect to any other entity
for which financial information is provided in the Shelf Registration
Statement to provide to the selling Holders of the applicable Securities
and any underwriter therefor a comfort letter in customary form and
covering matters of the type customarily covered in comfort letters in
connection with primary underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72, provided that each Holder and
underwriter, if any, makes such representations as may be required for
such independent public accountants to deliver such letters.
	 
	 	     (r)    If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Offered Securities by Holders to the
Company (or to such other Person as directed by the Company) in exchange
for the Exchange Securities or the Private Exchange Securities, as the
case may be, the Company shall mark, or caused to be marked, on the
Offered Securities so exchanged that such Offered Securities are being
canceled in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be; in no event shall the Offered Securities
be marked as paid or otherwise satisfied.
	 
	 	     (s)    The Company will use its reasonable best efforts to (a) if the
Offered Securities have been rated prior to the initial sale of such
Offered Securities, confirm such ratings will apply to the Securities
covered by a Registration Statement, or (b) if the Offered Securities
were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so
requested by Holders of a majority in aggregate principal amount of
Securities covered by such Registration Statement, or by the managing
underwriters, if any.
	 
	 	     (t)    In connection with any Shelf Registration Statement, in the
event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the
meaning of the Conduct Rules (the “Rules”) of the National Association of
Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such
Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will assist such
broker-dealer in complying with the requirements of such Rules,
including, without limitation, by (i) if such Rules, including Rule 2720,
shall so require, engaging a “qualified independent underwriter” (as
defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual
standards of due diligence in



8






 








		
	 	respect thereto and, if any portion of the
offering contemplated by such Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the
yield of such Securities, (ii) indemnifying any such qualified
independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules.
	 
	 	     (u)    The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration of the Securities
covered by a Registration Statement contemplated hereby.



       4.     Registration Expenses.



		
	 	     (a)    Except as set forth in Section (4)(b), all expenses incident to
the Company’s performance of and compliance with this Agreement will be
borne by the Company, regardless of whether a Registration Statement is
ever filed or 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 Securities to be issued in the Registered
Exchange Offer and the Private Exchange and printing of
prospectuses), messenger and delivery services and telephone;
	 
	 	     (iv)    all fees and disbursements of counsel for the Company;
	 
	 	     (v)    all application and filing fees, if any, in connection
with listing the Exchange Securities on a national securities
exchange or automated quotation system pursuant to the requirements
hereof, provided however, that this section 4(a)(v) does not imply
an obligation on the Company or the Guarantors to list the Exchange
Securities on a national securities exchange or automated quotation
system; and
	 
	 	     (vi)    all fees and disbursements of independent certified
public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such
performance).




		
	 	The Company will bear its 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.




		
	 	     (b)    Each Holder shall pay all underwriting discounts and
commissions, and the fees of any counsel retained by or on behalf of the
underwriters, and transfer taxes, if any, related to the sale or
disposition of a Holder’s Securities pursuant to any Shelf Registration
Statement.
	 
	 	     (c)    In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchaser and the
Holders of Transfer Restricted Securities who are tendering Offered
Securities in the Registered Exchange Offer and/or selling or reselling
Securities pursuant to the “Plan of Distribution” contained in the
Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of
not more than one counsel, who shall be O’Melveny & Myers LLP unless
another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.



9






 







        5.     Indemnification.



		
	 	     (a)    The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any,
who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses,
claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment
or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary, in the case of the Registration Statement, to make
the statements therein not misleading, and in the case of the prospectus,
to make the statements therein, in light of the circumstances under which
they were made, not misleading and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided,
however, that (i) the Company shall not be liable in any such case
to the extent that such loss, claim, damage, liability or action arises
out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon
and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus relating to a Shelf Registration Statement, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit
of any Indemnified Party from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the
extent that a prospectus relating to such Securities was required to be
delivered by such Indemnified Party under the Securities Act in
connection with such purchase and any such loss, claim, damage or
liability of such Indemnified Party results from the fact that there was
not sent or given to such person, at or prior to the written confirmation
of the sale of such Securities to such person, a copy of the final
prospectus if the Company had previously furnished copies thereof to such
Indemnified Party; provided further, however, that
this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party. The Company shall
also indemnify underwriters, their officers and directors and each person
who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such
Holders in connection with any Registration Statement
, prospectus or
prospectus supplement thereto, involving an underwritten public offering.




		
	 	     (b)    Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company, its officers and directors and
each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the
Company, its officers and directors or any such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out
of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in a Registration Statement or prospectus or in
any amendment or supplement thereto or in any preliminary prospectus
relating to a Shelf Registration, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary
to make the statements therein not misleading, but in each case only to
the extent that the untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the
Company by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding
this clause, shall reimburse, as p, the Company for any legal or
other expenses reasonably incurred by



10






 








		
	 	the Company or any such controlling
person in connection with investigating or defending any loss, claim,
damage, liability or action in respect thereof. This indemnity agreement
will be in addition to any liability which such Holder may otherwise have
to the Company, its officers and directors or any of its controlling
persons.




		
	 	     (c)    Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Section 5, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above, except to the extent that the indemnifying
party has been materially prejudiced (through forfeiture of substantive
rights or defenses) by such omission. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party unless such settlement (i) includes an unconditional release of
such indemnified party from all liability on any claims that are 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 any indemnified party.




		
	 	     (d)    If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to in subsection (a) or (b) above in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and the indemnified party
on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable considerations. The
relative fault of the parties 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 on the one hand or
such Holder or such other indemnified party, as the case may be, on the
other, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of
this subsection (d). Notwithstanding any other provision of this Section
5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by
such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have 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 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this paragraph
(d), each person, if any, who controls such indemnified party within the
meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Company.



11






 




		
	 	     (e)    The agreements contained in this Section 5 shall survive the
sale of the Securities pursuant to a Registration Statement and shall
remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf
of any indemnified party.



       6.     Liquidated Damages Under Certain Circumstances.



		
	 	     (a)    Liquidated damages (the “Liquidated Damages”) with respect to
the Securities shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (iv) below being
herein called a “Registration Default”):




		
	 	     (i)    any Registration Statement required by this Agreement is
not filed with the Commission on or prior to the applicable Filing
Deadline;
	 
	 	     (ii)    any Registration Statement required by this Agreement is
not declared effective by the Commission on or prior to the
applicable Effectiveness Deadline;
	 
	 	     (iii)    the Registered Exchange Offer has not been consummated
on or prior to the Consummation Deadline; or
	 
	 	     (iv)    any Registration Statement required by this Agreement has
been declared effective by the Commission but (A) such Registration
Statement thereafter ceases to be effective or (B) such
Registration Statement or the related prospectus ceases to be
usable in connection with resales of Transfer Restricted Securities
during the periods specified herein.




		
	 	Each of the foregoing will constitute a Registration Default whatever the
reason for any such event and whether it is voluntary or involuntary or
is beyond the control of the Company or pursuant to operation of law or
as a result of any action or inaction by the Commission .
	 
	 	Liquidated Damages shall accrue on the Securities from and including the
date on which any such Registration Default shall occur to, but
excluding, the date on which all such Registration Defaults have been
cured, in an amount equal to $.05 per week per $1,000 principal amount
of Initial Securities for the first 90-day period immediately following
the occurrence of such Registration Default and shall increase by an
additional $.05 per week per $1,000 principal amount of Initial
Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum $.50 per week per
$1,000 principal amount of Initial Securities.




		
	 	     (b)    A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a
Shelf Registration Statement or the related prospectus if (i) such
Registration Default has occurred solely as a result of (x) the filing of
a post-effective amendment to such Shelf Registration Statement to
incorporate annual audited financial information with respect to the
Company where such post-effective amendment is not yet effective and
needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events, with respect to the Company that
would need to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration
Default occurs for a continuous period in excess of 45 days, Liquidated
Damages shall be payable in accordance with the above paragraph from the
day such Registration Default occurs until such Registration Default is
cured.




		
	 	     (c)    Any amounts of Liquidated Damages due pursuant to Section 6(a)
will be payable in cash on the regular interest payment dates with
respect to the Securities.
	 
	 	     (d)    “Transfer Restricted Securities” means each Security until (i)
the date on which such Security has been exchanged by a person other than
a broker-dealer for a freely transferable Exchange



12






 



		
	 	Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer
in the Registered Exchange Offer of an Initial Security for an Exchange
Security, the date on which such Exchange Security is sold to a purchaser
who receives from such broker-dealer on or prior to the date of such sale
a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Security has been effectively
registered under the Securities Act and disposed of in accordance with
the Shelf Registration Statement or (iv) the date on which such Security
is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.



       7.     Rules 144 and 144A. The Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the request of any Holder of Securities,
make publicly available other information so long as necessary to permit sales
of their securities pursuant to Rules 144 and 144A under the Securities Act.
The Company covenants that it will take such further action as any Holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144
and 144A (including the requirements of Rule 144A(d)(4)). The Company will
provide a copy of this Agreement to prospective purchasers of Offered
Securities identified to the Company by the Initial Purchaser upon request.
Upon the request of any Holder of Offered Securities, the Company shall deliver
to such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall
be deemed to require the Company to register any of its securities pursuant to
the Exchange Act.


       8.     Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering (“Managing Underwriters”) will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.


       No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person’s 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 reasonably required
under the terms of such underwriting arrangements.


       9.     Miscellaneous.



		
	 	     (a)    Remedies. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Section 1 and 2
hereof may result in material irreparable injury to the Initial 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 Initial Purchaser or any Holder may
obtain such relief as may be required to specifically enforce the
Company’s obligations under Sections 1 and 2 hereof. The Company further
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.
	 
	 	     (b)    No Inconsistent Agreements. The Company will not 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. 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 securities under any agreement in effect on the date hereof.



13






 




		
	 	     (c)    Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, except by the
Company and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification,
supplement, waiver or consents. Without the consent of the Holder of
each Security, however, no modification may change the provisions
relating to the payment of Liquidated Damages.
	 
	 	     (d)    Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:




		
	 	     (1)    if to a Holder of the Securities, at the most current
address given by such Holder to the Company.
	 
	 	     (2)    if to the Initial Purchaser;

 

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group



	 
	 	     with a copy to:

 

O’Melveny & Myers, LLP

400 South Hope Street

Los Angeles, CA 90071

Fax No: (213) 430-6407

Attention: John D. Hardy, Jr., Esq.



	 
	 	     (3)    if to the Company:
 

GXS Corporation

100 Edison Park Drive

Gaithersburg, MD 20878

Fax No.: (301) 340-5840

Attention: General Counsel



	 
	 	     with a copy to:
 

Jones Day

901 Lakeside Avenue

Cleveland, OH 4414-1190

Fax No.: (216) 579-0212

Attention: Christopher Kelly






		
	 	     All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered;
three business days after being deposited in the mail, postage prepaid,
if mailed; when receipt is acknowledged by recipient’s facsimile machine
operator, if sent by facsimile transmission; and on the day delivered, if
sent by overnight air courier guaranteeing next day delivery.
	 
	 	     (e)    Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on
the one hand, and the Initial Purchaser, on the other



14






 




		
	 	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 or
the rights of Holders hereunder.
	 
	 	     (f)    Successors and Assigns. This Agreement shall be binding upon
the Company and its successors and assigns.
	 
	 	     (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 PRINCIPLES OF CONFLICTS OF LAWS.
	 
	 	     (j)    Severability. If 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)    Securities Held by the Company. Whenever the consent or
approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Company or its
affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required
percentage.



15






 



     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Initial Purchaser, the Issuer and the Guarantors in accordance with
its terms.



	 	Very truly yours,

 

GXS CORPORATION





	 	By  /s/  Michael Salvati


Name: Michael Salvati

Title: Senior Vice President, Chief
Financial Officer and Treasurer







	 	GUARANTORS:
 

GLOBAL EXCHANGE SERVICES, INC.




	 	By  /s/  Michael Salvati



Name: Michael Salvati

Title: Senior Vice President, Chief
Financial Officer and Treasurer







	 	GLOBAL EXCHANGE SERVICES HOLDINGS, INC.




	 	By  /s/  Michael Salvati


Name: Michael Salvati

Title: President





	 	GXS INTERNATIONAL INC.




	 	By  /s/  David Goldberg


Name: David Goldberg

Title: Director





	 	TPN REGISTER, L.L.C.




	 	By Global eXchange Services
Holdings, Inc., Sole Member




	 	By  /s/  Michael Salvati


Name: Michael Salvati

Title: President




The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.


CREDIT SUISSE FIRST BOSTON LLC



	By   /s/ Tom Davidov


Name: Tom Davidov

Title: Director
	 




 
	S-1	(Registration Rights Agreement)









 


ANNEX A



     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Offered Securities where such Offered Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”


A-1






 


ANNEX B



     Each broker-dealer that receives Exchange Securities for its own account
in exchange for Offered Securities, where such Offered Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See “Plan of Distribution.”


B-1






 


ANNEX C



PLAN OF DISTRIBUTION



     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Offered Securities were acquired
as a result of market-making activities or other trading activities. The
Company has agreed that, for a period of 180 days after the Expiration Date, it
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
________ __, 200_, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.(1)



     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an “underwriter” within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any
commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



 

 

 






	(1)	 	In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the inside front cover page of the Exchange Offer prospectus below
the Table of Contents.


C-1






 



ANNEX D



     [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.



	 	
Name: _________________________________________________

Address: _______________________________________________



If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Offered Securities that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale
of such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.



D-1