**Exhibit 10.29**
EXECUTION VERSION
**FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT**
          **THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT**(this “Amendment”) isentered into as of December 31, 2003, by and among, on the one hand, thelenders identified on the signature pages hereof (such lenders, together withtheir respective 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 towhich the Lenders have made certain loans and financial accommodations toBorrower;
          **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****Relation to Loan Agreement****.**This Amendmentconstitutes an integral part of the Loan Agreement and shall be deemed to be aLoan Document for all purposes. Upon the effectiveness of this Amendment, onand after the date hereof each reference in the Loan Agreement to “thisAgreement,” “hereunder,” “hereof,” or words of like import referring to theLoan Agreement, and each reference in the other Loan Documents to “the LoanAgreement,” “thereunder,” “thereof” or words of like import referring to theLoan Agreement, shall mean and be a reference to the Loan Agreement as amendedhereby.
          **1.2****Capitalized Terms****.**For all purposes of thisAmendment, capitalized terms used herein without definition shall have themeanings specified in the Loan Agreement.
     **SECTION 2. AMENDMENT TO LOAN AGREEMENT.**
          **2.1****Amendments to Section 1.1.**Section1.1 of the Loan Agreement is hereby amended by:
               (a) Adding the following new definition in alphabetical order:
 

 

          ““Permitted Restructuring Add-Back Amount” meansan amount equal to the sum of (a) actual restructuring costs and expensesof Parent and its Subsidiaries arising in connection with work forcereductions which accrue during Parent’s fourth fiscal quarter of 2003 inan aggregate amount not in excess of $15,000,000 plus(b) actual restructuring costs and expenses of Parent and itsSubsidiaries arising in connection with the consolidation of certain ofParent’s and its Subsidiaries’ facilities (including their headquarterslocated in Gaithersburg, MD) which accrue during Parent’s fourth fiscalquarter of 2003 or first fiscal quarter of 2004 in an aggregate amountnot in excess of $20,000,000; provided,however, that (y) the portion of the PermittedRestructuring Add-Back Amount consisting of restructuring costs andexpenses paid in cash shall not exceed $15,000,000 in the aggregate, and(z) the Permitted Restructuring Add-Back Amount shall not include anycash payments that are not made during Parent’s fourth fiscal quarter of2003 or during 2004.
          (b) Deleting the definition of “EBITDA” in its entirety and replacing itwith the following new definition:
          ““EBITDA” for any period means Consolidated NetIncome for such period, plus, without duplication, the following to theextent deducted in 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 leasesnot being retained by Borrower and the Consolidated RestrictedSubsidiaries following the recapitalization; (ii) adjustments for theportion of managed network fee related to
 

 

excess capacity not beingretained by Borrower and the Consolidated Restricted Subsidiariesfollowing the recapitalization; (iii) elimination of General Electriccorporate 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 Section7.13; and
               (h) with respect to the measurement periods ending on December 31,2003 and March 31, 2004, the Permitted 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.”
     **2.2****Amendment to Section 17.8****.**Section17.8 of the Loan Agreement is hereby amended by deletingSection 17.8 in its entirety and replacing it with thefollowing:
     “17.8 **Confidentiality****.**The Agent and the Lenderseach individually (and not jointly or jointly and severally) agree thatmaterial, non-public information regarding Parent and its Subsidiaries,their operations, assets, and existing and contemplated business plansshall be treated by Agent and the Lenders in a confidential manner, andshall not be disclosed by Agent and the Lenders to Persons who are notparties to this Agreement, except: (a) to attorneys for and otheradvisors, accountants, auditors, and consultants to any member of theLender Group, (b) to Subsidiaries andAffiliates of any member of the Lender Group (including the Bank ProductProviders), provided that any such Subsidiary or Affiliate shall haveagreed in writing to receive such information hereunder subject to theterms of this Section 17.8, (c) as may be required bystatute,
 

 

decision, or judicial or administrative order, rule, orregulation, (d) as may be agreed to in advance by Parent or itsSubsidiaries or as requested or required by any Governmental Authoritypursuant to any subpoena or other legal process, (e) as to any suchinformation that is or becomes generally available to the public (otherthan as a result of prohibited disclosure by Agent or the Lenders), (f)in connection with any assignment, prospective assignment, sale,prospective sale, participation or prospective participations, or pledgeor prospective pledge of any Lender’s interest under this Agreement,provided that any such assignee, prospective assignee, purchaser,prospective purchaser, participant, prospective participant, pledgee, orprospective pledgee shall have agreed in writing to receive suchinformation hereunder subject to the terms of this Section, and (g) inconnection with any litigation or other adversary proceeding involvingparties hereto which such litigation or adversary proceeding involvesclaims related to the rights or duties of such parties under thisAgreement or the other Loan Documents. The provisions of this Section17.8 shall survive for 2 years after the payment in full of theObligations. Anything contained herein or in any other Loan Document tothe contrary notwithstanding, the obligations of confidentialitycontained herein and therein, as they relate to the transactionscontemplated hereby, shall not apply to the federal tax structure orfederal tax treatment of such transactions, and each party hereto (andany employee, representative, or agent of any party hereto) may discloseto any and all Persons, without limitation of any kind, the federal taxstructure and federal tax treatment of such transactions (including allwritten materials related to such tax structure and tax treatment). Thepreceding sentence is intended to cause the transactions contemplatedhereby to not be treated as having been offered under conditions ofconfidentiality for purposes of Section 1.6011-4(b)(3) (or any successorprovision) of the Treasury Regulations promulgated under Section 6011 ofthe IRC, and shall be construed in a manner consistent with such purpose.In addition, each party hereto acknowledges that it has no proprietaryor exclusive rights to the tax structure of the transactions contemplatedhereby or any tax matter or tax idea related thereto.”
          **2.3****Amended Schedules**. The schedules to the LoanAgreement are hereby replaced in their entirety with the schedules attachedhereto as Exhibit A.
     **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 theperformance by it of each Loan Document to which it is a party (i) havebeen duly approved by all necessary action and no other proceedings arenecessary to consummate such transactions; and (ii) are not in contravention of(A) any law, rule, or regulation, or any order, judgment,
 

 

decree, writ,injunction, or award of any arbitrator, court or governmental authority bindingon it, (B) the terms of its organizational documents, or (C) any provision ofany contract or undertaking to which it is a party or by which any of itsproperties 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 ofeach of the following shall constitute conditions precedent to theeffectiveness of this Amendment and each and every provision hereof:
               (a)  no Material Adverse Change shall have occurred since September 30,2003 to the date hereof;
               (b)  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);
               (c)  Agent shall have received from Borrower an amendment fee in the amountof $100,000, from which Agent shall pay to each Lender that executes thisAmendment on or before December 31, 2003 such Lender’s Pro Rata Share of suchamendment fee;
               (d)  Agent shall have received the reaffirmation and consent of eachGuarantor attached hereto as Exhibit B, duly executed anddelivered by each Guarantor;
               (e)  Agent shall have received amendments to the Patent SecurityAgreements, the Copyright Security Agreements and Trademark Security Agreementsin the
 

 

form attached hereto as Exhibit C, duly executed anddelivered by Borrower and each Guarantor, as applicable,
               (f) 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
               (g) 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**. ThisAmendment, and terms and provisions hereof, constitute the entire agreementamong the parties pertaining to the subject matter hereof and supersedes anyand all prior or contemporaneous amendments relating to the subject matterhereof. Except for the amendments to the Loan Agreement expressly set forth inSection 2 hereof, the Loan Agreement and other Loan Documents shall remainunchanged and in full force and effect. The execution, delivery, andperformance of this Amendment shall not operate as a waiver of or, except asexpressly set forth herein, as an amendment of, any right, power, or remedy ofthe Lender Group as in effect prior to the date hereof. The amendments andother agreements set forth herein are limited to the specifics hereof, shallnot apply with respect to any facts or occurrences other than those on whichthe same are based, shall not excuse future non-compliance with the LoanAgreement, and shall not operate as a consent to any further or other matter,under the Loan Documents. To the extent any terms or provisions of thisAmendment conflict with those of the Loan Agreement or other Loan Documents,the terms and provisions of this Amendment shall control. This Amendment is aLoan Document.
          **4.3****Counterparts; Telefacsimile****.**This Amendment may be executedin any number of counterparts, all of which taken together shall constitute oneand the same instrument and any of the parties hereto may execute thisAmendment by signing any such counterpart. Delivery of an executed counterpartof this Amendment by telefacsimile shall be equally as effective as delivery ofan original executed counterpart of this Amendment. Any party delivering anexecuted 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 payon demand all reasonable fees, costs and expenses in connection with thepreparation, execution, delivery, administration, modification and amendment ofthis Amendment and the other instruments and documents to be deliveredhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and withrespect to advising the Agent as to their rights and responsibilities hereunderand thereunder.
          **4.5****Cross-References**. References in this Amendment toany Section are, unless otherwise specified, to such Section of thisAmendment.
 

 

          **4.6****Successors and Assigns**. This Amendment shall be bindingupon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns.
          **4.7****GOVERNING LAW****.**THIS AMENDMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUTREGARD TO ANY CONFLICT 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,**