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EXHIBIT 4.9



INTERCREDITOR AGREEMENT



     This INTERCREDITOR AGREEMENT, dated as of March 21, 2003, among FOOTHILL
CAPITAL CORPORATION, a California corporation (“Foothill”), as Credit Agent (as
defined below), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as Trustee (as defined below), GXS CORPORATION, a Delaware
corporation (the “Company”), and each of the Company’s undersigned affiliates
(the Company and such affiliates, each an “Obligor”, and individually and
collectively, and jointly and severally, the “Obligors”).


W I T N E S S E T H :


     WHEREAS, Credit Agent, the lenders that are signatories thereto, GXS
Holdings, Inc., a Delaware corporation (“Parent”), and the Company,
contemporaneously herewith, are entering into that certain Loan and Security
Agreement dated of even date herewith (the “Foothill Credit Agreement”),
pursuant to which (a) the Credit Agreement Lenders (as defined below) have
agreed to make loans and other extensions of credit to the Company, and (b) the
Company has granted to Credit Agent, for the benefit of the Credit Agreement
Lenders and the Bank Product Providers (as defined below), a first priority
security interest in and to the Collateral in which the Company has in interest
in order to secure the Company’s obligations arising under the Credit
Agreement;


     WHEREAS, pursuant to the Foothill Credit Agreement and pursuant to certain
security and pledge documents executed and delivered in connection therewith,
each of the Obligors has granted to Credit Agent, for the benefit of the Credit
Agreement Lenders, a first priority security interest in and to the portion of
the Collateral in which an Obligor has in interest in order to secure such
Obligor’s obligations arising under the Foothill Credit Agreement and the other
Credit Agreement Documents (as herein defined);


     WHEREAS, pursuant to that certain Indenture dated as of March 21, 2003 (as
such Indenture may be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Indenture”) among Trustee, as Trustee, the
Company, as Issuer and certain subsidiaries of the Company, as Guarantors, the
Company issued the Notes (as hereinafter defined);


     WHEREAS, pursuant to the Indenture and certain security and pledge
documents executed and delivered in connection therewith, each of the Obligors
(other than Parent) has granted to Trustee, for the benefit of the holders of
the Notes (individually and collectively, the “Noteholders”), a security
interest in and to the Collateral in order to secure such Obligor’s obligations
arising under the Indenture and the other Noteholder Documents (as herein
defined);


     WHEREAS, contemporaneously herewith, the Noteholders have taken such
action as is required under the Indenture to effectively authorize Trustee to
enter into, execute, deliver and carry out the terms of this Agreement on
behalf of the Noteholders;


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     WHEREAS, contemporaneously herewith, the Credit Agreement Lenders have
taken such action as is required under the Foothill Credit Agreement to
effectively authorize Credit Agent to enter into, execute, deliver and carry
out the terms of this Agreement on behalf of the Credit Agreement Lenders; and


     WHEREAS, it is a condition to the Amendment and the issuance of the Notes
and a condition to the effectiveness of the Credit Agreement that the parties
hereto enter into this Agreement;


     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and obligations herein set forth and for other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:


SECTION 1. (A) DEFINITIONS. As used in this Agreement, (i) initially
capitalized terms that are used herein without being defined herein (directly
or by reference to another document) have the meanings assigned to such terms
in the Indenture as it exists on the date hereof and (ii) the following terms
shall have the following meanings:


     “Affiliate” of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
“control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


     “Agreement” means this Intercreditor Agreement, as amended, renewed,
extended, supplemented or otherwise modified from time to time in accordance
with the terms hereof.


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


     “Bank Product Provider” means Wells Fargo Bank, National Association, a
national banking association, or any of its Affiliates.


     “Bankruptcy Law” means Title 11 of the United States Code and any similar
Federal, state or foreign law for the relief of debtors or the protection of
creditors.


     “Business Day” means any day other than a Saturday, a Sunday or a day on
which banking institutions in the City of New York are authorized by law,
regulation or executive order to remain closed.


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     “Cash Management Obligations “ means, with respect to any Person, all
obligations of such Person in respect of overdrafts and related liabilities
owed to any other Person that arise from treasury, depositary or cash
management services in connection with any automated clearing house transfers
of funds or any similar transactions.


     “Collateral” means all assets and property of an Obligor of any kind or
nature, whether real or personal, tangible or intangible, now existing or
hereafter created or acquired, wherever located, and any proceeds thereof, at
any time subject to (a) a Lien in favor of Credit Agent, for the benefit of the
Credit Agreement Lenders and the Bank Product Providers, under the Credit
Agreement Documents to secure the Credit Agreement Obligations, or (b) a Lien
in favor of Trustee for the benefit of the Noteholders under the Noteholder
Documents to secure the Note Obligations; provided that property or assets
described in clause (b) that are not also described in clause (a) shall not
constitute “Collateral” under this Agreement to the extent that the Credit
Agent has (i) consensually released its Lien on such property or assets
(provided that a release of a Lien on an asset or property shall not be deemed
to be a release of the Lien on the proceeds of such asset or property unless
the Lien on such proceeds is expressly released) or (ii) with respect to any
Credit Agent other than Foothill, elected not to cause a Lien to be created on
such property or assets to secure the Credit Agreement Obligations.


     “Company” has the meaning given thereto in the introductory paragraph
hereof.


     “Credit Agent” means (i) Foothill Capital Corporation in its capacity as
“Agent” under the Credit Agreement and the other Credit Agreement Documents,
together with its successors and assigns in such capacity, (ii) if more than
one First-Lien Credit Facility exists at a time when the Foothill Credit
Agreement remains in effect (provided that this provision shall not constitute
a consent by any lenders party to the Foothill Credit Agreement to entry into
more than one First-Lien Credit Facility), unless the Credit Agent under the
Foothill Credit Agreement and the First-Lien Credit Facility Agent under each
such other First-Lien Credit Facility agree otherwise, means, collectively, the
Credit Agent under the Foothill Credit Agreement and the First-Lien Credit
Facility Agent under each other First-Lien Credit Facility; (iii) if more than
one First-Lien Credit Facility exists at a time when the Foothill Credit
Agreement is no longer in effect, unless each First-Lien Credit Facility Agent
under each First-Lien Credit Facility agree otherwise, means, each First-Lien
Credit Facility Agent under each First-Lien Credit Facility and (iv) if only
one First-Lien Credit Facility exists at a time when the Foothill Credit
Agreement is no longer in effect, means the First-Lien Credit Facility Agent
under such First-Lien Credit Facility.


     “Credit Agreement” means the Foothill Credit Agreement as amended
(including any amendment and restatement thereof), modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time, including any
agreement extending the maturity of, consolidating or otherwise restructuring
(including adding subsidiaries of Parent as additional guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group and, subject to the proviso contained in the definition of “Credit
Agreement Obligations”, whether or not increasing the amount of Indebtedness
that may be incurred thereunder; provided that if at any time a Discharge of
Credit Agreement Obligations occurs with respect to any Credit Agreement
(without giving effect to Section 5.7), then, to the extent provided in Section
5.7, the term “Credit Agreement” means the credit agreement, loan agreement or
other similar agreement


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governing any First-Lien Credit Facility designated by the Companies as
the “Credit Agreement” in accordance with such Section, as such Credit
Agreement may be amended (including any amendment and restatement thereof),
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time, including any agreement extending the maturity of, consolidating
or otherwise restructuring (including adding subsidiaries of the Company as
additional guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the
same or any other agent, lender or group and whether or not increasing the
amount of Indebtedness that may be incurred thereunder..


     “Credit Agreement Cash Management Obligations” means any Cash Management
Obligations secured by any Collateral under the same Credit Agreement Documents
that secure Credit Agreement Obligations.


     “Credit Agreement Collateral Documents” means the Collateral Documents (as
defined in the Existing Credit Agreement) and any other agreement, document or
instrument pursuant to which a Lien is granted securing any Credit Agreement
Obligations or under which rights or remedies with respect to such Liens are
governed.


     “Credit Agreement Documents” means the Foothill Credit Agreement, Loan
Documents (as defined in the Foothill Credit Agreement), any other agreement,
document or instrument pursuant to which a Lien is granted securing any Credit
Agreement Obligations or under which rights or remedies with respect to such
Liens are governed, and each of the other agreements, documents and instruments
(including each agreement, document or instrument providing for or evidencing a
Credit Agreement Hedging Obligation or Credit Agreement Cash Management
Obligation) providing for or evidencing any other Credit Agreement Obligations,
and any other related document or instrument executed or delivered in
connection therewith at any time or otherwise evidencing any Credit Agreement
Obligations.


     “Credit Agreement Hedging Obligations” means any Hedging Obligations
secured by any Collateral under the same Credit Agreement Documents that secure
Credit Agreement Obligations.


     “Credit Agreement Lenders” means the Persons holding or owed Credit
Agreement Obligations, including the Credit Agent.


     “Credit Agreement Obligations” means (a) any and all amounts payable
under or in respect of the Credit Agreement and the other Credit Agreement
Documents (including without limitation the Obligations), as amended from time
to time, including principal, premium (if any), interest, fees, charges,
expenses, reimbursement obligations, guarantees, Bank Products (as defined in
the Foothill Credit Agreement) provided by a Bank Product Provider and all
other amounts payable thereunder or in respect thereof (including interest and
other amounts accruing on or after the commencement of any Insolvency or
Liquidation Proceeding relating to any Obligor whether or not a claim for
post-commencement interest, expenses and all other amounts is allowed in such
proceedings) and (b) to the extent not covered by clause (a) hereof, (i) all
Bank Indebtedness and all other Indebtedness outstanding under one or more of
any other First-Lien Credit Facilities that constitute Permitted Debt or are
otherwise permitted under Section


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4.09 of the Indenture and that is designated by the Company as “Credit
Agreement Obligations” for purposes of the Indenture under the provisions of
and is secured by a Credit Facility Lien, (ii) all other obligations (not
constituting Indebtedness) of the Company or any Guarantor under the Credit
Agreement or any such other First-Lien Credit Facility and (iii) all other
obligations of the Company or any Guarantor in respect of Hedging Obligations
that are designated by the Company to be “Credit Agreement Obligations” for
purposes of the Indenture. Notwithstanding any provision hereof to the
contrary, in no event shall the principal amount of the Credit Agreement
Obligations hereunder exceed $105,000,000 and to the extent that any amounts
would, but for this proviso, constitute Credit Agreement Obligations relating
to principal in excess of $105,000,000, such excess amount shall not be Credit
Agreement Obligations hereunder or otherwise be entitled to the benefits of the
subordination or other agreements contained herein in favor of the holders of
the Credit Agreement Obligations. The limitations contained in the preceding
sentence shall not constitute limitations on interest (except for interest
accruing or otherwise payable in connection with principal in excess of
$105,000,000), fees, costs or expenses otherwise includable in the definition
of Credit Agreement Obligations


     “Credit Facilities” means one or more debt facilities (including the
Credit Agreement) or commercial paper facilities in each case with banks or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from lenders against
such receivables) or letters of credit in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time including any agreement extending the maturity of, consolidating
or otherwise restructuring (including adding subsidiaries of the Company as
additional guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the
same or any other agent, lender or group and whether or not increasing the
amount of Indebtedness that may be incurred thereunder.


     “Discharge of Credit Agreement Obligations” means, except to the extent
otherwise provided in Section 5.7, payment in full in cash of the principal of
and interest and premium, if any, on all Indebtedness outstanding under the
First-Lien Credit Facilities or, with respect to Hedging Obligations or letters
of credit outstanding thereunder, delivery of cash collateral or backstop
letters of credit in respect thereof in compliance with such First-Lien Credit
Facilities, as applicable, in each case after or concurrently with termination
of all commitments to extend credit thereunder and payment in full in cash of
any other Credit Agreement Obligations that are due and payable or otherwise
accrued and owing at or prior to the time such principal and interest are paid.


     “First-Lien Credit Facilities” means (a) the Credit Facilities provided
pursuant to the Credit Agreement and (b) any other Credit Facility, that, in
the case of both clauses (a) and (b), is secured by a Credit Facility Lien and
(except for the Foothill Credit Agreement) is designated by the Company as a
“First-Lien Credit Facility” for purposes of the Indenture.


     “First-Lien Credit Facility Agent” means, for any First-Lien Credit
Facility (other than the Credit Facility provided by the Existing Credit
Agreement) that is designated by the Company as a “First-Lien Credit Facility”
for purposes of the Indenture, (i) the collateral agent, secured party or other
similar agent or representative to whom a Lien has been granted under


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such First-Lien Credit Facility or (ii) if such First-Lien Credit Facility
has no such collateral agent, secured party or similar agent or representative,
the lenders the approval of which is required to approve amendment or
modifications, terminations or waivers or consents or departures of or from the
provisions of the agreements governing such First Lien Credit Facility.


     “Foothill Credit Agreement” has the meaning set forth in the recitals
hereto.


     “Grantors” means Parent, the Company, and each of their Subsidiaries that
has executed and delivered a Noteholder Collateral Document or a Credit
Agreement Document as a grantor thereunder.


     “Hedging Obligations” means, with respect to any Person, the obligations
of such Person in respect of (a) interest rate or currency swap agreements,
interest rate or currency cap agreements and interest rate or currency collar
agreements and (b) other agreements or arrangements designed to protect such
Person against fluctuations in interest rates and/or currency exchange rates.


     “Indebtedness” means and includes all Obligations that constitute
“Indebtedness” within the meaning of the Indenture or the Credit Agreement.


     “Indenture” has the meaning set forth in the recitals hereto.


     “Insolvency or Liquidation Proceeding” means (a) any voluntary or
involuntary case or proceeding under any Bankruptcy Law with respect to any
Grantor, (b) any other voluntary or involuntary insolvency, reorganization or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to any Grantor or with respect
to any of their respective assets, (c) any liquidation, dissolution,
reorganization or winding up of any Grantor whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy or (d) any assignment for
the benefit of creditors or any other marshalling of assets and liabilities of
any Grantor in each case under the laws of any jurisdiction.


     “Lien” means, with respect to any asset, any interest in an asset securing
an obligation owed to, or a claim by, any Person other than the owner of the
asset, whether such interest shall be based on the common law, statute, or
contract, whether such interest shall be recorded or perfected, and whether
such interest shall be contingent upon the occurrence of some future event or
events or the existence of some future circumstance or circumstances, including
the lien or security interest arising from a mortgage, deed of trust, lien,
pledge, charge, trust receipt, security agreement, hypothecation, assignment,
deposit arrangement or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


     “Note Obligations” means all Obligations in respect of the Notes or
arising under the Noteholder Documents or any of them.


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     “Noteholder Collateral Documents” means the Noteholder Security Agreement,
the Noteholder Mortgage, the Noteholder Foreign Pledge Agreements and any other
document or instrument pursuant to which a Lien is granted by any Grantor to
secure any Note Obligations or under which rights or remedies with respect to
any such Lien are governed.


     “Noteholder Documents” means (a) the Indenture, the Notes, the
Registration Rights Agreement, the Noteholder Collateral Documents and (b) any
document or instrument evidencing or governing or executed and delivered
pursuant to any Noteholder Document described in clause (a) above evidencing or
governing any Obligations thereunder.


     “Noteholder Foreign Pledge Agreements” means any pledge agreement (other
than the Noteholder Security Agreement), pursuant to which the 66% of the
capital stock of a subsidiary of the Company organized under the laws of any
country other than the United States is pledged to the Trustee for the benefit
of the Noteholders to secure the Note Obligations or any of them.


     “Noteholder Mortgages” means a collective reference to each mortgage, deed
of trust and any other document or instrument under which any Lien on real
property owned by any Grantor is granted to secure any Note Obligations or
under which rights or remedies with respect to any such Liens are governed.


     “Noteholder Security Agreement” means the Security Agreement, dated as of
March 21, 2003, among the Company, the other Grantors and the Trustee, as
amended, restated, modified, renewed or extended from time to time.


     “Noteholders” means the Persons in whose names the Notes are registered.


     “Notes” means (a) the Senior Secured Floating Rate Notes due 2008 issued
by the Company, (b) the exchange notes issued in exchange therefor as
contemplated by the Registration Rights Agreement and (c) any additional notes
issued under the Indenture by the Company to the extent permitted by the
Indenture and the Credit Agreement.


     “Obligations” means any and all obligations with respect to the payment of
(a) any principal of or interest (including interest accruing on or after the
commencement of any Insolvency or Liquidation Proceeding, whether or not a
claim for post-filing interest is allowed in such proceeding) or premium on any
Indebtedness, including any reimbursement obligation in respect of any letter
of credit, (b) any fees, indemnification obligations, expense reimbursement
obligations or other liabilities payable under the documentation governing any
Indebtedness (including fees, expenses or other amounts accruing on or after
the commencement of any Insolvency or Liquidation Proceeding, whether or not a
claim for post-filing interest is allowed in such proceeding), (c) any
obligation to post cash collateral in respect of letters of credit and any
other obligations and (d) any Cash Management Obligations or Hedging
Obligations.


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


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     “proceeds” means, with respect to any asset or other property, the rents,
issues, products, profits, or other realization of or from the sale or other
disposition of such asset or other property.


     “Recovery” has the meaning set forth in Section 6.5.


     “Registration Rights Agreement” means the Registration Rights Agreement
dated as of March 21, 2003, among the Company, the Guarantors and the Initial
Purchasers (as defined therein), as amended, amended and restated, supplemented
or otherwise modified from time to time.


     “Required Lenders” means, with respect to any Credit Agreement, the Credit
Agreement Lenders the approval of which is required to approve amendments or
modifications, terminations or waivers or consents or departures of or from the
provisions of any Credit Agreement.


     “Securities Collateral” means (a) the “Securities Collateral” under, and
as defined in, the Noteholder Security Agreement, and (b) any other Collateral
in the possession of the Credit Agent (or its agents or bailees), to the extent
that possession thereof is necessary to perfect a Lien thereon under the
Uniform Commercial Code.


     “Subsidiary” means any “Subsidiary” of the Company, as defined in the
Indenture or the Credit Agreement.


     “Trustee” means Wells Fargo Bank Minnesota, National Association, in its
capacity as trustee under the Indenture and “Collateral Agent” or secured party
under the Noteholder Collateral Documents, and also includes its successors
hereunder as collateral agent or secured party for the Noteholders under the
Noteholder Collateral Documents.


     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as
from time to time in effect in the State of New York.


     (b)  TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word
“will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified, (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Sections shall
be construed to refer to Sections of this Agreement and (e) the words “asset”
and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


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SECTION 2. LIEN PRIORITIES.


     2.1 Subordination. Notwithstanding the date, time, method, manner
or order of grant, attachment or perfection of any Liens granted to the Trustee
or the Noteholders on the Collateral, of any Liens granted to the Credit Agent
or the Credit Agreement Lenders on the Collateral, or the order or time of
filing or recordation of any document or instrument for perfecting the Liens in
favor of Credit Agent in such Collateral, and notwithstanding any provision of
the UCC, any other applicable law or the Noteholder Documents or the Credit
Agreement Documents or any other circumstance whatsoever, the Trustee, on
behalf of itself and the Noteholders, hereby agrees that: (a) any Lien on any
portion of the Collateral (including without limitation all deposit or
securities accounts of any Obligor) securing any Credit Agreement Obligations
now or hereafter held by or on behalf of the Credit Agent or any Credit
Agreement Lenders or any agent or trustee therefor shall be senior in all
respects and prior to any Lien on any portion of the Collateral securing any of
the Note Obligations; (b) any Lien on any portion of the Collateral (including
without limitation all deposit or securities accounts of any Obligor) now or
hereafter held by or on behalf of the Trustee or any Noteholders or any agent
or trustee therefor regardless of how acquired, whether by grant, statute,
operation of law, subrogation or otherwise, shall be junior and subordinate in
all respects to all Liens on any portion of the Collateral securing any Credit
Agreement Obligations; and (c) Trustee and the Noteholders shall have no claim
to or in respect of any portion of the Collateral (including without limitation
all deposit or securities accounts of any Obligor) or any proceeds or
realization of any portion of the Collateral on a parity with or prior to the
claim of Credit Agent and the Credit Agent Lenders. All Liens on the
Collateral securing any Credit Agreement Obligations shall be and remain senior
in all respects and prior to all Liens on the Collateral securing any Note
Obligations for all purposes, whether or not such Liens securing any Credit
Agreement Obligations are subordinated to any Lien securing any other
obligation of the Company, any other Grantor or any other Person. Except with
respect to DIP Financing under Section 6.1 hereof, Credit Agent shall not agree
to subordinate the Liens securing the Credit Agreement Obligations on all or
substantially all of the Collateral to any other Liens.


     2.2 Prohibition on Contesting Liens. Each of the Trustee, for
itself and on behalf of each Noteholder, and the Credit Agent, for itself and
on behalf of each Credit Agreement Lender, agrees that it shall not (and hereby
waives any right to) contest (or support any other Person in contesting),
directly or indirectly, whether or not in any proceeding (including any
Insolvency or Liquidation Proceeding) (a) the validity or enforceability of a
Lien held by or on behalf of any of the Credit Agreement Lenders in the Credit
Agreement Collateral or by or on behalf of any of the Noteholders in the
Collateral, as the case may be, or (b) any priority of such Liens that is
inconsistent with the terms of this Agreement.


SECTION 3. ENFORCEMENT.


     3.1 Exercise of Remedies.


             (a) So long as the Discharge of Credit Agreement Obligations has not
occurred, whether or not any Insolvency or Liquidation Proceeding has been
commenced by or against the Company or any other Grantor, and in addition to
waivers, acknowledgements and other agreements contained elsewhere in this
Agreement:


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                     (i) the Trustee and the Noteholders will not (A) exercise or seek to
exercise any rights or remedies (including recoupment or set-off) with respect
to any Collateral (whether under the Noteholder Collateral Documents,
applicable law or otherwise), (B) institute any action or proceeding with
respect to such rights or remedies (including any action of foreclosure, to
seek relief from the automatic stay pursuant to Section 362 of Title 11 of the
U.S. Code with respect to the Collateral), (C) contest, protest or object to
any foreclosure proceeding or action brought by the Credit Agent or any Credit
Agreement Lender, the exercise of any right by Credit Agent or any Credit
Agreement Lender under any lockbox agreement, landlord waiver or bailee’s
letter or similar agreement or arrangement, or any other exercise by any such
party, of any rights and remedies relating to the Collateral under the Credit
Agreement Documents or otherwise, or (D) object to the forbearance by the
Credit Agent or the Credit Agreement Lenders from bringing or pursuing any
foreclosure proceeding or action or any other exercise of any rights or
remedies relating to the Collateral; and


                     (ii) the Credit Agent and the Credit Agreement Lenders shall have the
exclusive right to enforce rights, exercise remedies (including recoupment,
set-off and the right to credit bid their debt) and make determinations
regarding the release, disposition, or restrictions with respect to the
Collateral without any consultation with or the consent of the Trustee or any
Noteholder; provided, that (A) in any Insolvency or Liquidation
Proceeding commenced by or against the Company or any Grantor, the Trustee may
file a claim or statement of interest with respect to the Note Obligations and
(B) the Trustee may take any action (not expressly prohibited hereunder and not
otherwise adverse to the prior Liens on the Collateral securing the Credit
Agreement Obligations, or the rights of the Credit Agent or the Credit
Agreement Lenders to exercise remedies in respect thereof) in order to perfect
or maintain the perfection of its Lien on the Collateral.


In exercising rights and remedies with respect to the Collateral, the Credit
Agent and the Credit Agreement Lenders may enforce the provisions of the Credit
Agreement Documents and exercise remedies thereunder, all in such order and in
such manner as they may determine in the exercise of their sole discretion.
Such exercise and enforcement shall include the ability of an agent appointed
by the Credit Agent to sell or otherwise dispose of Collateral by private or
public sale or any other means permissible under applicable law. In the event
of any such private or public sale, Trustee agrees, on behalf of itself and the
Noteholders, that such sale will be free and clear of the Liens securing the
Note Obligations. In furtherance thereof, Trustee agrees that it will execute
any and all Lien releases reasonably requested by Agent in connection
therewith, so long as the proceeds from such disposal of Collateral are applied
in accordance with the terms of this Agreement. The Credit Agent is entitled
to incur expenses in connection with such sale or disposition, and to exercise
all the rights and remedies of a secured lender under the Uniform Commercial
Code of any applicable jurisdiction and of a secured creditor under Bankruptcy
Laws of any applicable jurisdiction.


             (b) The Trustee, on behalf of itself and the Noteholders, agrees that it
will not take or receive any Collateral or any proceeds of Collateral in
connection with the exercise of any right or remedy (including recoupment or
set-off) with respect to any Collateral (whether under the Noteholder
Collateral Documents, applicable law or otherwise), unless and until the
Discharge of Credit Agreement Obligations has occurred. Without limiting the
generality of the foregoing, unless and until the Discharge of Credit Agreement
Obligations has occurred, the sole


10






 


right of the Trustee and the Noteholders with respect to the Collateral is
to hold a Lien on the Collateral pursuant to the Noteholder Collateral
Documents for the period and to the extent granted therein and to receive a
share of the proceeds thereof, if any, only after the Discharge of Credit
Agreement Obligations has occurred.


             (c) (i) The Trustee, for itself or on behalf of the Noteholders, agrees
that neither the Trustee nor the Noteholders will take any action that would
hinder any exercise of remedies undertaken by the Credit Agent under the Credit
Agreement Documents, including any sale, lease, exchange, transfer or other
disposition of the Collateral, whether by foreclosure or otherwise.


                     (ii) The Trustee, for itself and on behalf of the Noteholders, hereby
waives any and all rights it or the Noteholders may have as a junior lien
creditor or otherwise to contest, protest, object to, interfere with the manner
in which the Credit Agent or the Credit Agreement Lenders seek to enforce or
otherwise collect the Credit Agreement Obligations from the Liens granted in
any portion of the Collateral, regardless of whether any action or failure to
act by or on behalf of the Credit Agent or Credit Agreement Lenders is adverse
to the interest of the Trustee or the Noteholders (it being understood and
agreed that the terms of this Agreement shall govern with respect to the
Collateral even if part or all of the Liens securing the Credit Agreement
Obligations are avoided, disallowed, set aside, or otherwise invalidated in any
judicial proceeding or otherwise).


             (d) The Trustee hereby acknowledges and agrees that no covenant, agreement
or restriction contained in any Noteholder Document shall be deemed to restrict
in any way the rights and remedies of the Credit Agent or the Credit Agreement
Lenders with respect to the Collateral.


     3.2 Cooperation. The Trustee, on behalf of itself and the
Noteholders, agrees that, unless and until the Discharge of Credit Agreement
Obligations has occurred, it will not commence, or join with any Person (other
than the Credit Agreement Lenders and the Credit Agent upon the request
thereof) in commencing, any enforcement, collection, execution, levy or
foreclosure action or proceeding with respect to any Lien held by it under any
of the Noteholder Documents or otherwise.


SECTION 4. PAYMENTS.


     4.1 Application of Proceeds. As long as the Discharge of Credit
Agreement Obligations has not occurred, the Collateral or proceeds thereof,
whether received in connection with the sale or other disposition of, or
collection on, such Collateral upon the exercise of remedies, or otherwise
shall be applied by the Credit Agent to the Credit Agreement Obligations in any
order permitted under the Credit Agreement Documents until the Discharge of
Credit Agreement Obligations has occurred. Upon the Discharge of Credit
Agreement Obligations, the Credit Agent is authorized to deliver and shall
deliver to the Trustee any proceeds of Collateral still held by it in the same
form as received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct to be applied by the Trustee to the Note
Obligations in such order as specified in the relevant Noteholder Documents.


11






 


     4.2 Payments Over. Any Collateral or proceeds thereof received by
the Trustee or any Noteholder in connection with the exercise of any right or
remedy (including recoupment or set-off) relating to the Collateral (whether
under the Noteholder Collateral Documents, applicable law or otherwise) in
contravention of this Agreement shall be segregated and held in trust and
forthwith paid over to the Credit Agent for the benefit of the Credit Agreement
Lenders (in the same form as received (with any necessary endorsements or as a
court of competent jurisdiction may otherwise direct). The Credit Agent is
hereby authorized to make any such endorsements as agent for the Trustee or any
such Noteholder. This authorization is coupled with an interest and is
irrevocable. To the extent that any amounts received by the Trustee or any
Noteholder are paid over in connection with this provision, the Note
Obligations will be deemed to be reinstated to the extent of the amounts so
paid over.


SECTION 5. OTHER AGREEMENTS.


     5.1 Releases and Subordinations.


             Upon the request of the Company pursuant to an Officers’ Certificate
certifying that all conditions precedent under the Indenture have been met,
Trustee shall release (or in the case of clause (c) below, subordinate) the
Liens on the Collateral securing the Note Obligations under any one or more of
the following circumstances:


             (a) if all of the Credit Facility Liens on that asset are released;
provided that after giving effect to the release, the remaining Credit Facility
Liens continue to secure at least $25 million of Credit Agreement Obligations
(including unfunded revolving commitments) and provided further that no more
than $2 million in value (as determined in good faith by the Board of
Directors) of assets may be so released in any twelve-month period and no more
than $5 million in value (as so determined) of assets in the aggregate may be
so released;


             (b) to enable the Credit Agent, the Company, or any other Obligor to
consummate any sale, lease, conveyance or other disposition of any assets or
rights not prohibited under Section 4.10 of the Indenture;


             (c) in respect of assets subject to a purchase money lien permitted under
the terms of the Indenture;


             (d) if all of the stock of any Obligor that is pledged as part of the
Collateral is released or if any Obligor (other than the Company) is released
from any guaranty to which it is a party, such Obligor’s assets will also be
released;


             (e) pursuant to an amendment, waiver or supplement in accordance with
Article 9 of the Indenture;


provided that, in the case of a release requested under clauses (b), (c) or
(d), above, or a subordination requested under clause (c) above, Credit Agent
concurrently releases (or in the case of a requested subordination under clause
(c) above, subordinates) the Credit Facility Liens with respect to the
applicable Collateral and provided, further, that if there are any subordinate
Liens on such assets, such subordinated Liens are similarly released or
subordinated.


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     5.2 Additional Liens.


             (a) If any Obligor creates any additional Liens in favor of Credit Agent,
for the benefit of the Credit Agreement Lenders, upon any property not then
part of the Collateral (other than Liens granted solely to secure Hedging
Obligations), such Obligor shall concurrently grant a second-priority Lien
(subject to Permitted Liens) upon such property as security for the Note
Obligations pursuant to documents comparable to the applicable Noteholder
Collateral Documents (provided that if no such comparable Noteholder Collateral
Document exists, pursuant to documents comparable to the applicable Credit
Agreement Documents) and deliver an opinion of counsel reasonably satisfactory
to the Trustee within ten Business Days after the date on which the Lien is
granted or assumed.


             (b) If any Obligor creates any additional Liens in favor of Trustee, for
the benefit of the Noteholders, upon any property not then part of the
Collateral (other than Liens granted solely to secure Hedging Obligations),
such Obligor shall concurrently grant a first-priority Lien (subject to
Permitted Liens) upon such property as security for the Credit Agreement
Obligations pursuant to documents comparable to the applicable Credit Agreement
Documents (provided that if no such comparable Credit Agreement Document
exists, pursuant to documents comparable to the applicable Noteholder
Collateral Documents) and deliver an opinion of counsel reasonably satisfactory
to the Credit Agent within ten Business Days after the date on which the Lien
is granted or assumed.


     5.3 Insurance. Unless and until the Discharge of Credit Agreement
Obligations has occurred, the Credit Agent and the Credit Agreement Lenders
shall have the sole and exclusive right, subject to the rights of the Grantors
under the Credit Agreement Documents, to adjust settlement for any insurance
policy covering the Collateral in the event of any loss thereunder and to
approve any award granted in any condemnation or similar proceeding affecting
the Collateral. Unless and until the Discharge of Credit Agreement Obligations
has occurred, all proceeds of any such policy and any such award if in respect
to the Collateral shall be paid to the Credit Agent for the benefit of the
Credit Agreement Lenders to the extent required under the Credit Agreement
Documents and thereafter to the Trustee for the benefit of the Noteholders to
the extent required under the applicable Noteholder Documents and then to the
owner of the subject property or as a court of competent jurisdiction may
otherwise direct. If the Trustee or any Noteholder shall, at any time, receive
any proceeds of any such insurance policy or any such award in contravention of
this Agreement, it shall pay such proceeds over to the Credit Agent in
accordance with the terms of Section 4.2.


     5.4 Legending of and Amendments to Noteholder Collateral Documents.


             (a) The Trustee agrees that each Noteholder Collateral Document shall
include the following language (or language to similar effect approved by the
Credit Agent):


             “Notwithstanding anything herein to the contrary, the lien and security
interest granted to the Trustee pursuant to this Agreement and the exercise of
any right or remedy by the Trustee hereunder are subject to the provisions of
the Intercreditor Agreement, dated as of March 21, 2003 (as amended,
supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among Foothill Capital Corporation, as Credit Agent, Wells Fargo
Bank


13






 


Minnesota, National Association, as Trustee, GXS Corporation and certain
of its affiliates. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern.”


             (b) Without the prior consent of Credit Agent and the Required Lenders, no
Noteholder Collateral Document may be amended or otherwise modified in a manner
prohibited by the Credit Agreement Documents.


     5.5 Rights As Unsecured Creditors. Except to the extent expressly
prohibited herein, the Trustee and the Noteholders may exercise rights and
remedies as an unsecured creditor against the Company or any Subsidiary that
has guaranteed the Note Obligations in accordance with the terms of the
Noteholder Documents and applicable law. Nothing in this Agreement shall
prohibit the receipt by the Trustee or any Noteholders of payments of interest
and principal so long as such receipt is not the direct or indirect result of
the exercise by the Trustee or any Noteholder of rights or remedies as a
secured creditor or enforcement in contravention of this Agreement of any Lien
held by any of them. In the event the Trustee or any Noteholder becomes a
judgment lien creditor in respect of Collateral as a result of its enforcement
of its rights as an unsecured creditor, such judgment lien shall be
subordinated to the Liens securing Credit Agreement Obligations on the same
basis as the other Liens securing the Note Obligations are so subordinated to
such Credit Agreement Obligations under this Agreement. Nothing in this
Agreement impairs or otherwise adversely affects any rights or remedies the
Credit Agent or the Credit Agreement Lenders may have with respect to the
Collateral securing the Credit Agreement Obligations.


     5.6 Bailee for Perfection.


             (a) The Credit Agent or any Credit Agreement Lender, as applicable, agree
to hold the Securities Collateral that is part of the Collateral in its
possession or control (or in the possession or control of its agents or
bailees) as bailee for the Trustee and any assignee solely for the purpose of
perfecting the security interest granted in such Securities Collateral pursuant
to the Noteholder Security Agreement, subject to the terms and conditions of
this Section 5.6.


             (b) Until the Discharge of Credit Agreement Obligations has occurred, the
Credit Agent and the Credit Agreement Lenders shall be entitled to deal with
the Securities Collateral in accordance with the terms of the Credit Agreement
Documents as if the Liens of the Trustee under the Noteholder Collateral
Documents did not exist. The rights of the Trustee shall at all times be
subject to the terms of this Agreement and to the Credit Agent’s and the Credit
Agreement Lenders’ rights under the Credit Agreement Documents.


             (c) The Credit Agent or the Credit Agreement Lenders, as applicable, shall
have no obligation whatsoever to the Trustee or any Noteholder to assure that
the Securities Collateral is genuine or owned by any of the Grantors or to
preserve rights or benefits of any Person except as expressly set forth in
Section 5.6(a). The duties or responsibilities of the Credit Agent and the
Credit Agreement Lenders under Section 5.6(a) are and shall be limited solely
to holding the Securities Collateral as bailee for the Trustee for purposes of
perfecting the Lien held by the Trustee and Credit Agent is not, and shall not
be deemed to be, a fiduciary of any kind for Trustee or the Noteholders.


14






 


             (d) The Credit Agent shall not have by reason of the Noteholder Collateral
Documents or this Agreement or any other document a fiduciary relationship in
respect of the Trustee or any Noteholder.


             (e) Upon the Discharge of Credit Agreement Obligations, the Credit Agent
shall deliver to the Trustee the remaining Securities Collateral (if any)
together with any necessary endorsements (or otherwise allow the Trustee to
obtain control of such Securities Collateral) or as a court of competent
jurisdiction may otherwise direct.


     5.7 When Discharge of Credit Agreement Obligations Deemed to Not Have
Occurred. If at any time after the Discharge of Credit Agreement
Obligations has occurred the Company designates any First-Lien Credit Facility
to be the “Credit Agreement” under the Indenture, then such Discharge of Credit
Agreement Obligations shall automatically be deemed not to have occurred for
all purposes of this Agreement (other than with respect to any actions taken
prior to the date of such designation as a result of the occurrence of such
first Discharge of Credit Agreement Obligations), and such First-Lien Credit
Facility shall automatically be treated as the Credit Agreement for all
purposes of this Agreement, including for purposes of the Lien priorities and
rights in respect of Collateral set forth herein. Upon receipt of notice of
such designation (including the identity of the new Credit Agent), the Trustee
shall promptly (i) enter into such documents and agreements (including
amendments or supplements to this Agreement) as the Company or such new Credit
Agent shall request in order to provide to the new Credit Agent the rights of
the Credit Agent contemplated hereby and (ii) deliver to the Credit Agent the
Securities Collateral together with any necessary endorsements (or otherwise
allow such Credit Agent to obtain control of such Securities Collateral).


     5.8 Acknowledgement of Liens. Trustee hereby acknowledges that,
concurrently herewith, Credit Agent has been granted Liens upon all or
substantially all of the assets of the Obligors pursuant to the Credit
Agreement Documents and hereby consents thereto. Credit Agent hereby
acknowledges that, concurrently herewith, Trustee has been granted Liens upon
all or substantially all of the assets of the Obligors pursuant to the Note
Documents and hereby consents thereto.


     5.9 English Law Share Charges. Without limitation to the other
provisions of this Intercreditor Agreement, and in addition thereto the
following provisions relate specifically to the English law charges over shares
and securities granted or to be granted by GXS International, Inc. (the
“Chargor”) to the Credit Agent (the “First UK Share Charge”) and to the Trustee
(the “Second UK Share Charge”).


             (i) If any terms of the Second UK Share Charge require the Chargor to pay
moneys to the Trustee in similar circumstances to the terms of the First UK
Share Charge which require the Chargor to pay moneys to the Credit Agent, then
the Chargor agrees that it shall comply with the requirements of the First UK
Share Charge in priority to the requirements of the Second UK Share Charge.
The Trustee confirms that the Chargor shall not be in breach of any provision
of the Second UK Share Charge by reason of its so complying. However, the
provisions of this Section 5.9(i) shall not apply to payments to be made to the
Trustee under Clause 8.3(a)(vi) and 8.4 of the Second UK Share Charge.


15






 


             (ii) The Obligors agree that the Credit Agent and the Trustee may disclose
to each other (and to the beneficiaries of the UK Share Charges) from time to
time such information as they possess concerning the business property
liabilities affairs and accounts of the Chargor, the Company and the other
Grantors.


             (iii) The Chargor and the Trustee agree that until the Discharge of the
Credit Agreement Obligations, the Credit Agent shall hold all the share
certificates, other title documents and all other documents (including without
limitation executed blank transfers) relating to all property charged by the UK
Share Charges (including without limitation the Shares and Securities as
defined therein) unless the Credit Agent consents to the Trustee holding them.


             (iv) If any terms of the Second UK Share Charge allow the Trustee to
exercise any rights, powers or discretions in relation to the Shares and
Securities or the Derivative Assets (as defined therein) in similar
circumstances to terms of the First UK Share Charge, then the Chargor and the
Trustee agree that such rights, powers or discretions shall be exercised by the
Credit Agent under the First UK Share Charge (and not by the Trustee under the
Second UK Share Charge) unless the Credit Agent gives its prior written consent
to such exercise by the Trustee. However, neither the Credit Agent nor the
Trustee shall incur any liability towards any of the other parties to the
Agreement or any other person for any of its acts or omissions in exercising or
failing to exercise any such rights, powers or discretions or any of its other
acts or omissions under or in relation to the UK Share Charges.


             (v) The parties have entered into this Agreement to regulate (amongst
other things) the respective priorities of the UK Share Charges. Nothing
contained in this Agreement shall (as between the Chargor and each of the
Credit Agent and the Trustee) affect or prejudice any rights or remedies of
each of the Credit Agent and the Trustee under the UK Share Charges (or any
other Credit Agreement Documents or Noteholder Documents) which shall all
remain in full force and which (where relevant) are and shall be an effective
continuing security for all obligations and liabilities expressed to be secured
by them subject only to the ranking as provided in this Agreement.


             (vi) The Chargor joins in this Agreement (amongst other things) for the
purpose of acknowledging the priorities recorded in this Agreement in relation
to the UK Share Charges and undertakes with each of the Credit Agent and the
Trustee to observe the provisions of this Agreement at all times and not in any
way to prejudice or affect the enforcement of such provisions or to do or to
suffer anything which would be a breach of the terms of this Intercreditor
Agreement.


SECTION 6. INSOLVENCY OR LIQUIDATION PROCEEDINGS.


             6.1 Financing Issues. If the Company or any other Grantor shall be
subject to any Insolvency or Liquidation Proceeding and the Credit Agent shall
desire to permit the use of cash collateral or to permit the Company or any
other Grantor to obtain financing under Section 363 or Section 364 of Title 11
of the United States Code or any similar Bankruptcy Law (“DIP Financing”), then
the Trustee, on behalf of itself and the Noteholders, agrees that it will raise
no objection to such use of cash collateral or DIP Financing and will not
request adequate protection


16






 


or any other relief in connection therewith (except to the extent
permitted by Section 6.3). To the extent the Liens securing the Credit
Agreement Obligations are subordinated or pari passu with such DIP Financing,
the Trustee, for and on behalf of itself and the Noteholders, hereby agrees
that its Liens in the Collateral shall be subordinated to such DIP Financing
(and all Obligations relating thereto) on the same basis as the other Liens
securing the Note Obligations are so subordinated to Credit Agreement
Obligations under this Agreement.


     6.2 Relief from the Automatic Stay. Until the Discharge of Credit
Agreement Obligations has occurred, the Trustee, on behalf of itself and the
Noteholders, agrees that none of them shall seek relief from the automatic stay
or any other stay in any Insolvency or Liquidation Proceeding in respect of the
Collateral, without the prior written consent of the Credit Agent and the
Required Lenders.


     6.3 Adequate Protection. The Trustee, on behalf of itself and the
Noteholders, agrees that none of them shall contest (or support any other
Person contesting) (a) any request by the Credit Agent or the Credit Agreement
Lenders for adequate protection or (b) any objection by the Credit Agent or the
Credit Agreement Lenders to any motion, relief, action or proceeding based on
the Credit Agent or the Credit Agreement Lenders claiming a lack of adequate
protection. Notwithstanding the foregoing contained in this Section 6.3, in
any Insolvency or Liquidation Proceeding, (i) if the Credit Agreement Lenders
(or any subset thereof) are granted adequate protection in the form of
additional collateral in connection with any DIP Financing or use of cash
collateral under Section 363 or Section 364 of Title 11 of the United States
Code or any similar Bankruptcy Law, then the Trustee, on behalf of itself or
any of the Noteholders, may seek or request adequate protection in the form of
a replacement Lien on such additional collateral, which Lien hereby is and
shall be deemed to be subordinated to the Liens securing the Credit Agreement
Obligations and such DIP Financing (and all Obligations relating thereto) on
the same basis as the other Liens securing the Note Obligations hereby are and
shall be deemed to be so subordinated to the Credit Agreement Obligations under
this Agreement, and (ii) in the event the Trustee, on behalf of itself and the
Noteholders, seeks or requests adequate protection and such adequate protection
is granted in the form of additional collateral, then the Trustee, on behalf of
itself or any of the Noteholders, agrees that the Credit Agent shall also be
granted a senior Lien on such additional collateral as security for the Credit
Agreement Obligations and any such DIP Financing and that any Lien on such
additional collateral securing the Note Obligations shall be subordinated to
the Liens on such collateral securing the Credit Agreement Obligations and any
such DIP Financing (and all Obligations relating thereto) and any other Liens
granted to the Credit Agreement Lenders as adequate protection on the same
basis as the other Liens securing the Note Obligations are so subordinated to
such Credit Agreement Obligations under this Agreement.


     6.4 No Waiver. Nothing contained herein shall prohibit or in any
way limit the Credit Agent or any Credit Agreement Lender from objecting in any
Insolvency or Liquidation Proceeding or otherwise to any action taken by the
Trustee or any of the Noteholders, including the seeking by the Trustee or any
Noteholder of adequate protection or the asserting by the Trustee or any
Noteholder of any of its rights and remedies under the Noteholder Documents or
otherwise.


17






 


     6.5 Preference Issues. If any Credit Agreement Lender is required
in any Insolvency or Liquidation Proceeding or otherwise to turn over or
otherwise pay to the estate of the Company or any other Grantor any amount (a
“Recovery”), then the Credit Agreement Obligations shall be reinstated to the
extent of such Recovery. If this Agreement shall have been terminated prior to
such Recovery, this Agreement shall be reinstated in full force and effect, and
such prior termination shall not diminish, release, discharge, impair or
otherwise affect the obligations of the parties hereto from such date of
reinstatement.


     6.6 Sale Free and Clear. Trustee agrees, on behalf of itself and
the Noteholders, that it will not oppose any sale of Collateral pursuant to
Section 365(f) of Title 11 of the United States Code consented to by Credit
Agent; provided that the proceeds of such sale are applied in accordance with
this Agreement.


     6.7 Further Assurances. The provisions of this Agreement are
intended to be and shall be enforceable under Section 510 of Title 11 of the
United States Code and until the Discharge of the Credit Agreement Obligations
has occurred, the Trustee agrees that all distributions that the Trustee or any
Noteholder receives on account of the Collateral shall be turned over to Credit
Agent for application to the Credit Agreement Obligations in accordance with
the terms of the Credit Agreement. To the extent that any amounts received by
the trustee or any Noteholder are paid over in connection with this provision,
the Note Obligations will be deemed to be reinstated to the extent of the
amounts so paid over.


SECTION 7. RELIANCE; WAIVERS; ETC.


     7.1 Reliance. The consent by the Credit Agreement Lenders to the
execution and delivery of the Noteholder Documents and the grant to the Trustee
on behalf of the Noteholders of a Lien on the Collateral and all loans and
other extensions of credit made or deemed made on and after the date hereof by
the Credit Agreement Lenders to the Company or any Grantor shall be deemed to
have been given and made in reliance upon this Agreement. The Trustee, on
behalf of itself and the Noteholders, acknowledges that it and the Noteholders
have, independently and without reliance on the Credit Agent or any Credit
Agreement Lender, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into the
Indenture, this Agreement and the transactions contemplated hereby and thereby
and they will continue to make their own credit decision in taking or not
taking any action under the Indenture or this Agreement.


     7.2 No Warranties or Liability. The Trustee, on behalf of itself
and Noteholders, acknowledges and agrees that each of the Credit Agent and the
Credit Agreement Lenders have made no express or implied representation or
warranty, including with respect to the execution, validity, legality,
completeness, collectibility or enforceability of any of the Credit Agreement
Documents, the ownership of any Collateral or the perfection or priority of any
Liens thereon. The Credit Agreement Lenders will be entitled to manage and
supervise their respective loans and extensions of credit under the Credit
Agreement Documents in accordance with law and as they may otherwise, in their
sole discretion, deem appropriate, and the Credit Agreement Lenders may manage
their loans and extensions of credit without regard to any rights or interests
that the Trustee or any of the Noteholders have in the Collateral or otherwise.
Neither the Credit Agent nor any Credit Agreement Lender shall have any duty
to the Trustee or any of the


18






 


Noteholders to act or refrain from acting in a manner which allows, or
results in, the occurrence or continuance of an event of default or default
under any agreements with the Company or any Subsidiary thereof (including the
Noteholder Documents), regardless of any knowledge thereof which they may have
or be charged with.


     7.3 No Waiver of Lien Priorities.


             (a) No right of the Credit Agreement Lenders, the Credit Agent or any of
them to enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or any other Grantor or by any act or failure to act by any Credit Agreement
Lender or the Credit Agent, or by any noncompliance by any Person with the
terms, provisions and covenants of this Agreement, any of the Credit Agreement
Documents or any of the Noteholder Documents, regardless of any knowledge
thereof which the Credit Agent or the Credit Agreement Lenders, or any of them,
may have or be otherwise charged with;


             (b) Without in any way limiting the generality of the foregoing paragraph
(but subject to the rights of the Company and the other Grantors under the
Credit Agreement Documents), the Credit Agreement Lenders, the Credit Agent and
any of them, may, at any time and from time to time, without the consent of, or
notice to, the Trustee or any Noteholder, without incurring any liabilities to
the Trustee or any Noteholder and without impairing or releasing the Lien
priorities and other benefits provided in this Agreement (even if any right of
subrogation or other right or remedy of the Trustee or any Noteholder is
affected, impaired or extinguished thereby) do any one or more of the
following:



		
	 	                (i) change the manner, place or terms of payment (including any
change in the rate of interest) or change or extend the time of payment
of, or amend, renew, exchange, increase (subject to Section 4.09(a)(1) of
the Indenture) or alter, or grant any waiver or release with respect to,
or consent to any departure from, the terms of any of the Credit
Agreement Obligations or any Lien on any Credit Agreement Collateral or
guaranty thereof or any liability of the Company or any other Grantor, or
any liability incurred directly or indirectly in respect thereof
(including any increase (subject to Section 4.09(a)(1) of the Indenture)
in or extension of the Credit Agreement Obligations, fail or delay in the
perfection of Liens securing the Credit Agreement Obligations or
otherwise amend, renew, exchange, extend, modify or supplement in any
manner any Liens held by the Credit Agent or any of the Credit Agreement
Lenders, the Credit Agreement Obligations or any of the Credit Agreement
Documents;
	 
	 	                (ii) sell, exchange, release, surrender, realize upon, enforce or
otherwise deal with in any manner and in any order any part of the Credit
Agreement Collateral or any liability of the Company or any other Grantor
to the Credit Agreement Lenders or the Credit Agent, or any liability
incurred directly or indirectly in respect thereof;
	 
	 	                (iii) settle, compromise or release any Credit Agreement Obligation
or any other liability of the Company or any other Grantor or any
Collateral or any liability incurred directly or indirectly in respect
thereof and apply any sums by whomsoever paid



19






 





		
	 	and however realized to any liability (including the Credit
Agreement Obligations) in any manner or order; and
	 
	 	                (iv) exercise or delay in or refrain from exercising any right or
remedy against the Company or any Collateral or any other Grantor or any
other Person, elect any remedy and otherwise deal freely with the
Company, any other Grantor or any Collateral and any security and any
guarantor or any liability of the Company or any other Grantor to the
Credit Agreement Lenders or any liability incurred directly or indirectly
in respect thereof.



The Trustee agrees on behalf of itself and the other Noteholders that
repayments of revolving loans under the Credit Agreement shall not result in a
reduction in the Indebtedness limitation contained in clause (1) of the
definition of Permitted Debt contained in the Indenture unless such payment
results in a permanent reduction of the revolving commitments.


             (c) The Trustee, on behalf of itself and the Noteholders, also agrees that
the Credit Agreement Lenders and the Credit Agent shall have no liability to
the Trustee or any Noteholder, and the Trustee, on behalf of itself and the
Noteholders, hereby waives any claim against any Credit Agreement Lender or the
Credit Agent, arising out of any and all actions which the Credit Agreement
Lenders or the Credit Agent may take or permit or omit to take with respect to:
(i) the Credit Agreement Collateral Documents or (ii) the foreclosure upon, or
sale, liquidation or other disposition of, any Credit Agreement Collateral.
The Trustee, on behalf of itself and the Noteholders, agrees that the Credit
Agreement Lenders and the Credit Agent have no duty to them in respect of the
maintenance or preservation of the Credit Agreement Collateral, the Credit
Agreement Obligations or otherwise; and


             (d) The Trustee, on behalf of itself and the Noteholders, agrees not to
assert and hereby waives, to the fullest extent permitted by law, any right to
demand, request, plead or otherwise assert or otherwise claim the benefit of,
any marshalling, appraisal, valuation or other similar right that may otherwise
be available under applicable law or any other similar rights a junior secured
creditor may have under applicable law.


             (e) The provisions of this Agreement shall constitute a continuing offer
to all Persons who, in reliance upon such provisions, become holders of the
Credit Agreement Obligations, and such provisions are made for the benefit of,
and may be enforced directly by, holders of the Credit Agreement Obligations,
who hereby are expressly stated to be intended beneficiaries of this Agreement.


     7.4 Obligations Unconditional. All rights, interests, agreements
and obligations of the Credit Agent and the Credit Agreement Lenders and the
Trustee and the Noteholders, respectively, hereunder shall remain in full force
and effect irrespective of:


             (a) any lack of validity or enforceability of any Credit Agreement
Documents or any Noteholder Documents;


             (b) any change in the time, manner or place of payment of, or in any other
terms of, all or any of the Credit Agreement Obligations or Note Obligations,
or any amendment or waiver or other modification, including, subject to Section
4.09(a)(1) of the Indenture, any


20






 


increase in the amount thereof, whether by course of conduct or otherwise,
of the terms of the Credit Agreement or any other Credit Agreement Document or
of the terms of the Indenture or any other Noteholder Document;


             (c) any exchange of any security interest in any Collateral or any other
collateral, or any amendment, waiver or other modification, whether in writing
or by course of conduct or otherwise, of all or any of the Credit Agreement
Obligations or Note Obligations or any guarantee thereof;


             (d) the commencement of or any discharge, confirmation, or dismissal of
any Insolvency or Liquidation Proceeding in respect of the Company or any other
Grantor; or


             (e) any other circumstances which otherwise might constitute a defense
available to, or a discharge of, the Company or any other Grantor in respect of
the Credit Agreement Obligations, or of the Trustee or any Noteholder in
respect of this Agreement.


     7.5 Waivers.


             (a) Trustee, on behalf of itself and the Noteholders, hereby waives (i)
any defense that it may have to the enforceability of this Agreement based on
the reliance (or alleged lack thereof) by Credit Agent upon the subordination
and other intercreditor arrangements set forth in this Agreement, and (ii) any
notice of the creation, renewal, extension, or accrual of any of the Credit
Agreement Obligations and notice of, or proof of reliance by, Credit Agent upon
this Agreement. The Credit Agreement Obligations shall be deemed conclusively
to have been created, contracted, or incurred in reliance on this Agreement,
and all dealings between the Obligors, Trustee, the Noteholders, Credit Agent,
and the Credit Agreement Lenders shall be deemed to have been consummated in
reliance upon this Agreement.


             (b) Trustee, on behalf of itself and the Noteholders, hereby waives any
claim against Credit Agent or the Credit Agreement Lenders with respect to, or
arising out of, any action or inaction or any error of judgment, negligence, or
mistake, or oversight whatsoever on the part of Credit Agent or Credit
Agreement Lenders or their respective directors, officers, employees, or agents
(i) with respect to any exercise of (or any delay in exercising, failure to
exercise or decision to refrain from exercising) any rights or remedies in
respect of the Credit Agreement Obligations and the Liens under the Credit
Agreement Documents or applicable law, or (ii) in connection with any
transaction relating to the Collateral. Neither Credit Agent nor the Credit
Agreement Lenders nor any of their respective directors, officers, employees,
or agents shall be liable for failure to demand, collect, or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of an Obligor
or any other person or entity or to take any other action whatsoever with
regard to the Collateral or any part thereof, except as specifically provided
in this Agreement.


             (c) If Credit Agent honors a request by the Company for an extension of
credit pursuant to any of the Credit Agreement Documents, whether Credit Agent
has knowledge that the honoring of any such request would constitute a default
under the terms of any Note Document or an act, condition, or event that, with
the giving of notice or the passage of time, or


21






 


both, would constitute such a default, or if Credit Agent otherwise should
exercise any of its contractual rights or remedies under the Credit Agreement
Collateral Documents (subject to the express terms and conditions hereof),
Credit Agent and the Credit Agreement Lenders shall not have any liability
whatsoever to Trustee or any Noteholder as a result of such other exercise (so
long as such other exercise does not breach the express terms and provisions
hereof.


SECTION 8. MISCELLANEOUS.


     8.1 Conflicts. In the event of any conflict between the provisions
of this Agreement and the provisions of the Credit Agreement Documents or the
Noteholder Documents, the provisions of this Agreement shall govern.


     8.2 Continuing Nature of this Agreement; Severability. This
Agreement shall continue to be effective until the Discharge of Credit
Agreement Obligations shall have occurred subject to Section 5.7 and 6.5. This
is a continuing agreement of lien subordination and the Credit Agreement
Lenders may continue, at any time and without notice to the Trustee or any
Noteholder, to extend credit and other financial accommodations and lend monies
to or for the benefit of the Company or any Grantor constituting Credit
Agreement Obligations in reliance hereof. The Trustee, on behalf of itself and
the Noteholders, hereby waives any right it may have under applicable law to
revoke this Agreement or any of the provisions of this Agreement. The terms of
this Agreement shall survive, and shall continue in full force and effect, in
any Insolvency or Liquidation Proceeding. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


     8.3 Representations and Warranties of Trustee. As of the date of
this Agreement, Trustee hereby represents and warrants to Credit Agent and the
Credit Agent Lenders that the Noteholders have taken such action as is required
under the Indenture to effectively authorize Trustee to enter into, execute,
deliver and carry out the terms of this Agreement on behalf of the Noteholders.


     8.4 Amendments; Waivers. No amendment, modification or waiver of
any of the provisions of this Agreement by the Trustee or the Credit Agent
shall be deemed to be made unless the same shall be in writing signed on behalf
of the party making the same or its authorized agent and each waiver, if any,
shall be a waiver only with respect to the specific instance involved and shall
in no way impair the rights of the parties making such waiver or the
obligations of the other parties to such party in any other respect or at any
other time. The Company and other Grantors shall not have any right to consent
to or approve any amendment, modification or waiver of any provision of this
Agreement except to the extent their express rights or obligations hereunder
are directly affected; provided that the Company and other Grantors shall have
no right to consent to or approve any amendment, modification or waiver of any
provision of this Agreement after the occurrence and during the continuance of
any event of default under the Credit Agreement Loan Documents and the
Noteholder Loan Documents.


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     8.5 Information Concerning Financial Condition of the Companies and the
Subsidiaries. The Credit Agent and the Credit Agreement Lenders, on the
one hand, and the Trustee and the Noteholders, on the other hand, shall each be
responsible for keeping themselves informed of (a) the financial condition of
the Company and the Subsidiaries and all endorsers and/or guarantors of the
Note Obligations or the Credit Agreement Obligations and (b) all other
circumstances bearing upon the risk of nonpayment of the Note Obligations or
the Credit Agreement Obligations. The Credit Agent and the Credit Agreement
Lenders shall have no duty to advise the Trustee or any Noteholder of
information known to it or them regarding such condition or any such
circumstances or otherwise. In the event the Credit Agent or any of the Credit
Agreement Lenders, in its or their sole discretion, undertakes at any time or
from time to time to provide any such information to the Trustee or any
Noteholder, it or they shall be under no obligation (w) to make, and the Credit
Agent and the Credit Agreement Lenders shall not make, any express or implied
representation or warranty, including with respect to the accuracy,
completeness, truthfulness or validity of any such information so provided, (x)
to provide any additional information or to provide any such information on any
subsequent occasion, (y) to undertake any investigation or (z) to disclose any
information which, pursuant to accepted or reasonable commercial finance
practices, such party wishes to maintain confidential or is otherwise required
to maintain confidential.


     8.6 Subrogation. The Trustee, on behalf of itself and the
Noteholders, hereby waives any rights of subrogation it may acquire as a result
of any payment hereunder until the Discharge of Credit Agreement Obligations
has occurred.


     8.7 Application of Payments. All payments received by the Credit
Agreement Lenders may be applied, reversed and reapplied, in whole or in part,
to such part of the Credit Agreement Obligations as the Credit Agreement
Documents require. The Trustee, on behalf of itself and the Noteholders,
assents to any extension or postponement of the time of payment of the Credit
Agreement Obligations or any part thereof and to any other indulgence with
respect thereto, to any substitution, exchange or release of any security which
may at any time secure any part of the Credit Agreement Obligations and to the
addition or release of any other Person primarily or secondarily liable
therefor.


     8.8 Consent to Jurisdiction; Waivers. The parties hereto consent
to the jurisdiction of any state or federal court located in New York, New
York, and consent that all service of process may be made by registered mail
directed to such party as provided in Section 8.8 below for such party.
Service so made shall be deemed to be completed four Business Days after the
same shall be posted as aforesaid. The parties hereto waive any objection to
any action instituted hereunder based on forum non conveniens, and any
objection to the venue of any action instituted hereunder. Each of the parties
hereto waives any right it may have to trial by jury in respect of any
litigation based on, or arising out of, under or in connection with this
Agreement, or any course of conduct, course of dealing, verbal or written
statement or action of any party hereto.


     8.9 Notices. All notices to the Noteholders and the Credit
Agreement Lenders permitted or required under this Agreement may be sent to the
Trustee and the Credit Agent, respectively. Unless otherwise specifically
provided herein, any notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, telecopied,
electronically mailed or sent by courier service or U.S. mail and shall be
deemed to have been


23






 


given when delivered in person or by courier service, upon receipt of a
telecopy or electronic mail or four Business Days after deposit in the U.S.
mail (registered or certified, with postage prepaid and properly addressed).
For the purposes hereof, the addresses of the parties hereto shall be as set
forth below each party’s name on the signature pages hereto, or, as to each
party, at such other address as may be designated by such party in a written
notice to all of the other parties.


     8.10 Further Assurances. The Trustee, on behalf of itself and the
Noteholders, agrees that each of them shall take such further action and shall
execute and deliver to the Credit Agent and the Credit Agreement Lenders such
additional documents and instruments (in recordable form, if requested) as the
Credit Agent or the Credit Agreement Lenders may reasonably request to
effectuate the terms of and the lien priorities contemplated by this Agreement.


     8.11 Governing Law. This Agreement has been delivered and accepted
at and shall be deemed to have been made at New York, New York and shall be
interpreted, and the rights and liabilities of the parties bound hereby
determined, in accordance with the laws of the State of New York.


     8.12 Binding on Successors and Assigns. This Agreement shall be
binding upon the Credit Agent, the Credit Agreement Lenders, the Trustee, the
Noteholders, the Company and their respective permitted successors and assigns.


     8.13 Specific Performance. The Credit Agent may demand specific
performance of this Agreement. The Trustee, on behalf of itself and the
Noteholders, hereby irrevocably waives any defense based on the adequacy of a
remedy at law and any other defense which might be asserted to bar the remedy
of specific performance in any action which may be brought by the Credit Agent.


     8.14 Section Titles; Time Periods. The section titles contained in
this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of this Agreement.


     8.15 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which shall
together constitute one and the same document.


     8.16 Authorization. By its signature, each Person executing this
Agreement on behalf of a party hereto represents and warrants to the other
parties hereto that it is duly authorized to execute this Agreement.


     8.17 No Third Party Beneficiaries. This Agreement and the rights
and benefits hereof shall inure to the benefit of each of the parties hereto
and their respective successors and assigns and shall inure to the benefit of
each of the holders of Credit Agreement Obligations and Note Obligations (it
being understood that any future Credit Agent shall have the same benefits of
this Agreement as the initial Credit Agent, regardless of whether such future
Credit Agent is a successor or assign of the initial Credit Agent or any other
future Credit Agent). No other Person shall have or be entitled to assert
rights or benefits hereunder.


24






 


     8.18 Effectiveness. This Agreement shall become effective when
executed and delivered by the parties hereto. This Agreement shall be
effective both before and after the commencement of any Insolvency or
Liquidation Proceeding. All references to the Company or any other Grantor
shall include the Company or Grantor as debtor and debtor-in-possession and any
receiver or trustee for the Company or any other Grantor (as the case may be)
in any Insolvency or Liquidation Proceeding.


     8.19 Expenses.


             (a) The Obligors shall pay (i) all reasonable and actual out-of-pocket
expenses incurred by Credit Agent and Credit Agreement Lenders, including the
reasonable fees, charges, and disbursements of counsel for Credit Agent and
Credit Agreement Lenders, in connection with the preparation, administration
and enforcement of this Agreement consistent with the provisions of the Credit
Agreement, and (ii) all reasonable out-of-pocket expenses incurred by Trustee
and Noteholders, including the reasonable fees, charges and disbursements of
any counsel for Trustee and Noteholders, in connection with the administration
and enforcement of any rights under this Agreement.


             (b) Without limiting the indemnity obligations of the Obligors under the
Credit Agreement Documents, the Obligors shall pay, indemnify, and hold Credit
Agent, the Credit Agreement Lenders, Trustee and the Noteholders (each such
Person, an “Indemnitee”) harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions (whether sounding
in contract, tort, or on any other ground), judgments, suits, costs, expenses,
or disbursements of any kind or nature whatsoever (including without limitation
fees, reasonable fees and disbursements of any counsel for any Indemnitee)
arising out of, in connection with, or as a result of (i) the execution and
delivery of this Agreement, or (ii) any action taken or omitted to be taken by
an Obligor with respect to this Agreement, provided that such indemnity under
clauses (i) and (ii) above shall not be available to the extent such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses, or disbursements have resulted from the gross
negligence or willful misconduct of such Indemnitee.


     8.20 Credit Agent and Trustee. It is understood and agreed that
(a) Foothill Capital Corporation is entering into this Agreement in its
capacity as Credit Agent, and (b) Wells Fargo Bank Minnesota, National
Association is entering in this Agreement in its capacity as Trustee under the
Indenture and the Noteholder Documents.


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


25







 






	 	 	 	 
	 	Credit Agent:	 
	 
	 	FOOTHILL CAPITAL CORPORATION,

as Credit Agent

	 
	 
	 	By:	/s/ Thomas E. Lane	 
	 	 	
	 
	 	Its:	
Senior Vice President	 
	 
	 	Address:	 
	 
	 	2450 Colorado Avenue, Suite 3000 West

Santa Monica, California 90404

Attention:  Business Finance Division Manager

Facsimile: 310.453.7413	 







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	 	Trustee:	 
	 
	 	

    WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee,
	 
	 
	 	By:	/s/ Frank McDonald	 
	 	 	
	 
	 	Its:	
Vice President	 
	 
	 	Address:	 
	 
	 	

    213 Court Street

Suite 703

Middletown, CT  06457

Attention:  Corporate Trust Services

Telecopy No.:  (860) 704-6219

	 





S-2












 





	 	 	 	 
	 	GXS CORPORATION	 
	 
	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Its:	


Senior Vice President, General Counsel &

Secretary	 
	 
	 	Address:	 
	 
	 	

    100 Edison Park Drive

Gaithersburg, MD  20878

Attention:  Michael Salvati

Facsimile:  (301) 340-4351
	 










S-3






 






	 	 	 	 
	 	GXS HOLDINGS, INC.	 
	 
	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Its:	


Senior Vice President, General Counsel &

Secretary	 
	 
	 	Address:	 
	 
	 	

    100 Edison Park Drive

Gaithersburg, MD  20878

Attention:  Michael Salvati

Facsimile:  (301) 340-4351
	 






	 	 	 	 
	 	
    GLOBAL EXCHANGE SERVICES
HOLDINGS, INC.
	 
	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Its:	


Vice President, Secretary	 
	 
	 	Address:	 
	 
	 	

    100 Edison Park Drive

Gaithersburg, MD  20878

Attention:  Michael Salvati

Facsimile:  (301) 340-4351
	 






	 	 	 	 
	 	
    GXS INTERNATIONAL INC.
	 
	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Its:	

Director
	 
	 
	 	Address:	 
	 
	 	

    100 Edison Park Drive

Gaithersburg, MD  20878

Attention:  Michael Salvati

Facsimile:  (301) 340-4351
	 




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	 	TPN REGISTER, L.L.C.	 
	 
	 	By:	GLOBAL EXCHANGE SERVICES

HOLDINGS, INC., Sole Member






	 	 	 	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Its:	


Vice President and Secretary	 
	 
	 	Address:	 
	 
	 	

    100 Edison Park Drive

Gaithersburg, MD  20878

Attention:  Michael Salvati

Facsimile:  (301) 340-4351
	 






	 	 	 	 
	 	GLOBAL EXCHANGE
SERVICES, INC.	 
	 
	 
	 	By:	/s/ Bruce E. Hunter	 
	 	 	
	 
	 	Its:	


Senior Vice President, General Counsel &

Secretary	 
	 
	 	Address:	 
	 
	 	

    100 Edison Park Drive

Gaithersburg, MD  20878

Attention:  Michael Salvati

Facsimile:  (301) 340-4351
	 





S-5