Exhibit 10.30
**SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT**
          **THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT**(this “Amendment”) isentered into as of March 29, 2004, by and among, on the one hand, the lendersidentified on the signature pages hereof (such lenders, together with theirrespective successors and assigns, are referred to hereinafter eachindividually as a “Lender” and collectively as the “Lenders”), and **WELLS FARGOFOOTHILL, INC.,**a California corporation, formerly known as Foothill CapitalCorporation as administrative agent for the Lenders (“Agent”), and, on theother hand, **GXS HOLDINGS, INC.**, a Delaware corporation (“Parent”), and **GXSCORPORATION**, a Delaware corporation (“Borrower”), with reference to thefollowing facts:
          **WHEREAS**, Borrower, Parent, the Lenders, and Agent are party to thatcertain Loan and Security Agreement, dated as of March 21, 2003 (as the samemay be amended, restated, supplemented, or otherwise modified from time totime, including hereby, the “Loan Agreement”), pursuant to which the Lendershave made certain loans and financial accommodations to Borrower;
          **WHEREAS**, Borrower has requested certain amendments to the Loan Agreement;
          **WHEREAS**, each Lender has agreed, subject to and in accordance with theterms and conditions set forth herein, to amend the Loan Agreement.
          **NOW, THEREFORE**, for good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, and upon the terms and conditionsset forth herein, the parties hereby agree as follows:
     **SECTION 1.**RELATION TO THE LOAN AGREEMENT; DEFINITIONS.
          **1.1     Relationto Loan Agreement.**This Amendment constitutes an integralpart of the Loan Agreement and shall be deemed to be a Loan Document for allpurposes. Upon the effectiveness of this Amendment, on and after the datehereof each reference in the Loan Agreement to “this Agreement,” “hereunder,”“hereof,” or words of like import referring to the Loan Agreement, and eachreference in the other Loan Documents to “the Loan Agreement,” “thereunder,”“thereof” or words of like import referring to the Loan Agreement, shall meanand be a reference to the Loan Agreement as amended hereby.
          **1.2     CapitalizedTerms.**For all purposes of this Amendment, capitalizedterms used herein without definition shall have the meanings specified in theLoan Agreement.
     **SECTION 2.**AMENDMENT TO LOAN AGREEMENT.
          **2.1     Amendmentsto Section 1.1.  Section 1.1 of the Loan Agreement ishereby amended by:
          (a)     Adding the following new definitions in alphabetical order:
 

 

          (a)      Adding the following new definitions in alphabetical order:
               “Permitted 2003 Restructuring Add-Back Amount” means an amount equal$22,207,000, which amount is equal to the sum of (a) actual restructuring costsand expenses of Parent and its Subsidiaries arising in connection with workforce reductions which accrue during Parent’s fourth fiscal quarter of 2003plus (b) actual restructuring costs and expenses of Parent and its Subsidiariesarising in connection with the consolidation of certain of Parent’s and itsSubsidiaries’ facilities (including their headquarters located in Gaithersburg,MD) which accrue during Parent’s fourth fiscal quarter of 2003.
               “Permitted 2004/2005 Restructuring Add-Back Amount” means an amount equalto the actual restructuring costs and expenses of Parent and its Subsidiarieswhich accrue during Parent’s 2004 fiscal year or Parent’s 2005 fiscal year inan aggregate amount not in excess of $20,000,000.”
          (b)      Deleting the definition for “EBITDA” in its entirety and replacing itwith the following:
               “EBITDA” for any period means Consolidated Net Income for suchperiod, plus, without duplication, the following to the extent deductedin calculating such Consolidated Net Income:
          (a)     provision for taxes based on income or profits of Borrower andits Consolidated Restricted Subsidiaries;
          (b)     Consolidated Interest Expense;
          (c)     depreciation expense of Borrower and its Consolidated RestrictedSubsidiaries;
          (d)     amortization expense (including amortization of goodwill andother intangibles) of Borrower and the Consolidated RestrictedSubsidiaries (excluding amortization expense attributable to a prepaidcash item that was paid in a prior period);
          (e)     all other non-cash expenses or non-cash losses of Borrower andthe Consolidated Restricted Subsidiaries for such period (including suchexpenses or losses in connection with minority interests in jointventures and in connection with restructuring activities, whetherincurred before or after the Closing Date), determined on a Consolidatedbasis in accordance with GAAP (excluding any such charge that constitutesan accrual of or a reserve for cash charges for any future period);
          (f)     any non-recurring fees, expenses or charges realized by Borrowerand the Consolidated Restricted Subsidiaries during 2002 and during thefirst quarter of 2003 related to (i) operating lease expense forequipment and facilities leases not being retained by Borrower and theConsolidated Restricted Subsidiaries following
 

 

the recapitalization; (ii)adjustments for the portion of managed network fee related to excesscapacity not being retained by Borrower and the Consolidated RestrictedSubsidiaries following the recapitalization; (iii) elimination of GeneralElectric corporate charges in excess of estimated costs of related services on astand-alone basis; and (iv) restructuring and related charges; providedthat the fees, expenses and charges referred to in this clause (f) willnot exceed (v) $9,300,000 in the first quarter of 2002; (w) $9,200,000 inthe second quarter of 2002; (x) $24,100,000 in the third quarter of 2002;(y) $6,600,000 in the fourth quarter of 2002; and (z) $9,400,000 in thefirst quarter of 2003, as well as other expenses incurred after April 1,2003 which are reimbursed by General Electric Company;
          (g)     all non-cash fees described in clause (7) of Section 7.13;
          (h)     with respect to any measurement period including the Parent’sfourth fiscal quarter of 2003, the Permitted 2003 Restructuring Add-BackAmount; and
          (i)     with respect to any measurement period including any portion of2004 or 2005, the Permitted 2004/2005 Restructuring Add-Back Amount;
and minus all non-cash items increasing Consolidated Net Income of suchPerson for such period (excluding any items which represent the reversalof any accrual of, or cash reserve for, anticipated cash charges in anyprior period).
          Notwithstanding the foregoing, the provision for taxes based on theincome or profits of, and the depreciation and amortization and non-cashcharges of, a Consolidated Restricted Subsidiary will be added toConsolidated Net Income to compute EBITDA only to the extent (and in thesame proportion) that the net income of such Consolidated RestrictedSubsidiary was included in calculating Consolidated Net Income and onlyif a corresponding amount would be permitted at the date of determinationto be dividended or similarly distributed to Borrower by suchConsolidated Restricted Subsidiary without prior governmental approval(that has not been obtained) or is not, directly or indirectly,restricted by operation of the terms of its charter and all agreements,instruments, judgments, decrees, orders, statutes, rules and governmentalregulations applicable to such Consolidated Restricted Subsidiary or itsstockholders or other holders of its equity.”
     (c)     Deleting the definition for “Permitted Restructuring Add-BackAmount” in its entirety.
               **2.2     Amendments to Section 7.****1(e)****.**Section 7.1(e) of the Loan Agreement ishereby amended and restated in its entirety as follows:
               “(e)     (i) Borrower and any Guarantor may become and remain liable withrespect to Indebtedness to Borrower or any Guarantor, (ii) Foreign Subsidiariesof Parent may become and remain liable with respect to Indebtedness to Parentand its Domestic
 

 

Subsidiaries in an aggregate outstanding principal amount(other than such Indebtedness that was incurred between September 27, 2002 andOctober 27, 2002, in an aggregate amount of up to $8,750,000) that does notexceed $5,000,000 at any one time; (iii) (A) Material Foreign Subsidiaries may become and remain liable with respect toIndebtedness to other Foreign Subsidiaries, (B) Foreign Subsidiaries that arenot Material Foreign Subsidiaries may become liable with respect toIndebtedness to Material Foreign Subsidiaries in an aggregate principal amountwhich shall not exceed $2,000,000 at any time outstanding and (C) ForeignSubsidiaries that are not Material Foreign Subsidiaries may become liable withrespect to Indebtedness to other Foreign Subsidiaries that are not MaterialForeign Subsidiaries; (iv) after the Closing Date, Borrower or any Guarantormay become and remain liable with respect to Indebtedness to Borrower’s ForeignSubsidiaries; and (v) Parent and its Subsidiaries may become and remain liablewith respect to Indebtedness under the promissory notes described on Schedule7.1(e); provided that all such Indebtedness on account of Intercompany Advancesunder this Section 7.1(e) shall be subject to the Intercompany SubordinationAgreement and, if the aggregate amount of such Intercompany Advances exceeds$2,000,000, shall be evidenced by promissory notes (or other documentationacceptable to Agent); and provided further that in each case Parent and itsDomestic Subsidiaries shall have granted to Agent for the benefit of Lenders afirst priority Lien on all such Indebtedness and that any such promissorynotes, duly endorsed, shall be delivered to Agent.”
          **2.3     Amendments to Section 7.7.**Section 7.7 of the Loan Agreement ishereby amended and restated in its entirety as follows:
          **7.7     Prepayments and Amendments.**
          (a)      Except in connection with (i) a refinancing resulting in PermittedRefinancing Indebtedness, (ii) Permitted Excess Cash Flow Payments, or (iii)other mandatory prepayments with respect to any Indebtedness, prepay, redeem,defease, purchase, or otherwise acquire any Indebtedness of Parent or itsSubsidiaries, other than the Obligations in accordance with this Agreement;provided that (i) Borrower, any Guarantor or any Foreign Subsidiary may prepayIntercompany Advances owed to Borrower or any Guarantor; and (ii) IntercompanyAdvances made by Borrower or any Subsidiary of Borrower to any Subsidiary ofBorrower may be converted into equity in any Subsidiary of Borrower to theextent such Investment is described in clause (a) of the definition of“Permitted Investments” hereunder, and
          (b)      Except in connection with a refinancing resulting in PermittedRefinancing Indebtedness, directly or indirectly, amend, modify, alter,increase, or change any of the terms or conditions of any agreement,instrument, document, indenture, or other writing evidencing or concerning anymaterial Indebtedness of Parent or its Subsidiaries for borrowed money;provided that Intercompany Advances permitted
 

 

hereunder may be cancelled orprepaid in consideration of the cancellation of outstanding offsettingIntercompany Advances or intercompany payable or receivable amounts incurredin the ordinary course of business so long as such cancellation or prepaymentdoes not result in the payment of cash by Borrower or any Guarantor to anyForeign Subsidiary.”
          **2.4     Amendments to Section 7.22.**Section 7.22 of the Loan Agreement ishereby amended by:
          (a)      Deleting Section 7.22(a) in its entirety and replacing it with thefollowing:
          “(a) Fail to maintain or achieve:
          (i)      **Minimum EBITDA.**EBITDA, measured on a fiscal quarter-end basis, of atleast the required amount set forth in the following table for the applicableperiod set forth opposite thereto.   **Applicable Amount** **Applicable Period**$62,500,000 For the 12 month periodending on March 31, 2004$62,500,000 For the 12 month periodending on June 30, 2004$62,500,000 For the 12 month periodending on September 30, 2004$62,500,000 For the 12 month periodending on December 31, 2004$85,000,000 For the 12 month periodending on March 31, 2005$85,000,000 For the 12 month periodending on June 30, 2005$85,000,000 For the 12 month periodending on September 30, 2005$85,000,000 For the 12 month period endingon December 31, 2005
 

 
   $95,000,000 For the 12 month period endingon March 31, 2006 and for each12 month period ending on thelast day any fiscal quarter ofBorrower thereafter
          (ii)      **Maximum Senior Debt to EBITDA Ratio.**Senior Debt to EBITDA Ratio ofnot more than the maximum amount set forth in the following table for theapplicable period set forth opposite thereto:   **Applicable Ratio** **Applicable Period**3.30:1.00 For the 12 month periodending on March 31, 20043.30:1.00 For the 12 month periodending on June 30, 20043.30:1.00 For the 12 month periodending on September 30, 20043.30:1.00 For the 12 month periodending on December 31, 20042.40:1.00 For the 12 month periodending on March 31, 20052.40:1.00 For the 12 month periodending on June 30, 20052.40:1.00 For the 12 month periodending on September 30, 20052.40:1.00 For the 12 month periodending on December 31, 2005
 

 
   2.00:1.00 For the 12 month period endingon March 31, 2006 and for each12 month period ending on thelast day any fiscal quarter ofBorrower thereafter
          **SECTION 3.     **REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS.
               **3.1     **Representations.
               Parent and Borrower each hereby represents and warrants to Agent andLenders that:
               (a)      It has the requisite power and authority to execute and deliver thisAmendment and to perform its obligations hereunder and under the Loan Documentsto which it is a party. The execution, delivery, and performance by it of thisAmendment and the performance by it of each Loan Document to which it is aparty (i) have been duly approved by all necessary action and no otherproceedings are necessary to consummate such transactions; and (ii) are not incontravention of (A) any law, rule, or regulation, or any order, judgment,decree, writ, injunction, or award of any arbitrator, court or governmentalauthority binding on it, (B) the terms of its organizational documents, or (C)any provision of any contract or undertaking to which it is a party or by whichany of its properties may be bound or affected;
               (b)      This Amendment has been duly executed and delivered by Parent andBorrower. This Amendment and each Loan Document to which Parent or Borrower isparty are the legal, valid and binding obligation of Parent or Borrower (asapplicable), enforceable against such Person in accordance with its terms, andis in full force and effect except as such validity and enforceability islimited by the laws of insolvency and bankruptcy, laws affecting creditors’rights and principles of equity applicable hereto;
               (c)      No injunction, writ, restraining order, or other order of any natureprohibiting, directly or indirectly, the consummation of the transactionscontemplated herein has been issued and remains in force by any GovernmentalAuthority against Borrower, any Guarantor or any member of the Lender Group;
               (d)      No Default or Event of Default has occurred and is continuing on thedate hereof or as of the date of the effectiveness of this Amendment; and
               (e)      The representations and warranties in the Loan Agreement and the otherLoan Documents are true and correct in all material respects on and as of thedate hereof, as
 

 

though made on such date (except to the extent that suchrepresentations and warranties relate solely to an earlier date).
          **SECTION 4.     **MISCELLANEOUS.
          **4.1     Conditions to Effectiveness**. The satisfaction of each of thefollowing shall constitute conditions precedent to the effectiveness of thisAmendment and each and every provision hereof:
               (a)      The representations and warranties in the Loan Agreement and the otherLoan Documents shall be true and correct in all respects on and as of the datehereof, as though made on such date (except to the extent that suchrepresentations and warranties relate solely to an earlier date);
               (b)      Agent shall have received the reaffirmation and consent of eachGuarantor attached hereto as Exhibit B, duly executed and delivered by eachGuarantor;
               (c)      No Default or Event of Default shall have occurred and be continuingon the date hereof or as of the date of the effectiveness of this Amendment;and
               (d)      No injunction, writ, restraining order, or other order of any natureprohibiting, directly or indirectly, the consummation of the transactionscontemplated herein shall have been issued and remain in force by anyGovernmental Authority against Borrower, any Guarantor, or the Lender Group.
          **4.2     Entire Amendment; Effect of Amendment**. This Amendment, and terms andprovisions hereof, constitute the entire agreement among the parties pertainingto the subject matter hereof and supersedes any and all prior orcontemporaneous amendments relating to the subject matter hereof. Except forthe amendments to the Loan Agreement expressly set forth in Section 2 hereof,the Loan Agreement and other Loan Documents shall remain unchanged and in fullforce and effect. The execution, delivery, and performance of this Amendmentshall not operate as a waiver of or, except as expressly set forth herein, asan amendment of, any right, power, or remedy of the Lender Group as in effectprior to the date hereof. The amendments and other agreements set forth hereinare limited to the specifics hereof, shall not apply with respect to any factsor occurrences other than those on which the same are based, shall not excusefuture non-compliance with the Loan Agreement, and shall not operate as aconsent to any further or other matter, under the Loan Documents. To theextent any terms or provisions of this Amendment conflict with those of theLoan Agreement or other Loan Documents, the terms and provisions of thisAmendment shall control. This Amendment is a Loan Document.
          **4.3     Counterparts; Telefacsimile.**This Amendment may be executed in anynumber of counterparts, all of which taken together shall constitute one andthe same instrument and any of the parties hereto may execute this Amendment bysigning any such counterpart. Delivery of an executed counterpart of thisAmendment by telefacsimile shall be equally as effective as delivery of anoriginal executed counterpart of this Amendment. Any party
 

 

delivering an executed counterpart of this Amendment by telefacsimile also shall deliver anoriginal executed counterpart of this Amendment, but the failure to deliver anoriginal executed counterpart shall not affect the validity, enforceability,and binding effect of this Amendment.
          **4.4     Fees, Costs and Expenses.**Borrower agrees to pay on demand allreasonable fees, costs and expenses in connection with the preparation,execution, delivery, administration, modification and amendment of this Amendment and the otherinstruments and documents to be delivered hereunder, including, withoutlimitation, the reasonable fees and out-of-pocket expenses of counsel for theAgent with respect thereto and with respect to advising the Agent as to theirrights and responsibilities hereunder and thereunder.
          **4.5     Cross-References**. References in this Amendment to any Section are,unless otherwise specified, to such Section of this Amendment.
          **4.6     Successors and Assigns**. This Amendment shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.
          **4.7     GOVERNING LAW.**THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANYCONFLICT OF LAWS PRINCIPLES.
 

 

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executedand delivered as of the date first written above.     **GXS CORPORATION,****