exv10w32



 





Exhibit 10.32




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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT




          THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is
entered into as of June 4, 2004, by and among, on the one hand, the lenders
identified on the signature pages hereof (such lenders, together with their
respective successors and assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO
FOOTHILL, INC., a California corporation, formerly known as Foothill Capital
Corporation, as administrative agent for the Lenders (“Agent”), and, on the
other hand, GXS HOLDINGS, INC., a Delaware corporation (“Parent”), and GXS
CORPORATION, a Delaware corporation (“Borrower”), with reference to the
following facts:



          WHEREAS, Borrower, Parent, the Lenders, and Agent are party to that
certain Loan and Security Agreement, dated as of March 21, 2003 (as the same
may be amended, restated, supplemented, or otherwise modified from time to
time, including hereby, the “Loan Agreement”), pursuant to which the
Lenders have made certain loans and financial accommodations to Borrower;



          WHEREAS, Borrower has requested certain amendments to the Loan Agreement;



          WHEREAS, the Lender Group has agreed, subject to and in accordance with
the terms and conditions set forth herein, to amend the Loan Agreement.



          NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and upon the terms and conditions
set forth herein, the parties hereby agree as follows:



     SECTION 1. RELATION TO THE LOAN AGREEMENT; DEFINITIONS.



          1.1 Relation to Loan Agreement. This Amendment constitutes an
integral part of the Loan Agreement and shall be deemed to be a Loan Document
for all purposes. Upon the effectiveness of this Amendment, on and after the
date hereof each reference in the Loan Agreement to “this Agreement,”
“hereunder,” “hereof,” or words of like import referring to the Loan Agreement,
and each reference in the other Loan Documents to “the Loan Agreement,”
“thereunder,” “thereof” or words of like import referring to the Loan
Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby.



          1.2 Capitalized Terms. For all purposes of this Amendment,
capitalized terms used herein without definition shall have the meanings
specified in the Loan Agreement.



     SECTION 2. AMENDMENTS TO LOAN AGREEMENT.



          2.1 Amendments to Section 1.1. Section 1.1 of the Loan
Agreement is hereby amended by:



 









 





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               (a) Adding the following new definitions in alphabetical order:




          “Permitted
[* * *]1 Indebtedness” means (a) Indebtedness in
an aggregate principal amount not in excess of [* * *]2, approximately [*
* *]3 of which is subordinated to the Obligations and which may be
secured by a third priority Lien on the Collateral and approximately [* *
*]4 of which is subordinated to the Obligations and is unsecured, the
proceeds of which are used to finance (i) [* * *]5 and (ii) working
capital of Borrower and its Subsidiaries, such Indebtedness to have a
maturity date at least 6 months later than the Maturity Date and to have
covenants substantially no less favorable to Borrower than the Senior
Notes unless otherwise agreed by Agent and (b) any Permitted Refinancing
Indebtedness of such Indebtedness.




          [* * *]6




          [* * *]7



               (b) Amending the definition of “EBITDA” by restating clause (i) as
follows and by adding the following new clause (j) immediately after clause
(i):




          (i) with respect to any measurement period including any portion of
2004, 2005, or 2006, the Permitted 2004/2005/2006 Restructuring Add-Back
Amount; and









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          (j) [* * *]8;



               (c) Amending the definition of “Permitted Investment” by adding “;
and” immediately at the end of clause (p) and by adding the following new
clause (q) immediately after clause (p):




          (q) [* * *]9 so long as (i) no Default or Event of Default has
occurred and is continuing at the time [* * *]10 or results therefrom,
(ii) the incurrence of the Permitted [* * *]11 Indebtedness and the
granting of Liens securing a portion thereof are subject to subordination
and intercreditor agreements reasonably satisfactory to Agent;
provided that Agent agrees that intercreditor agreements on
substantially the same terms as the Intercreditor Agreement shall be
deemed satisfactory to it, (iii) unless [* * *]12, (iv) unless [* * *]13.



               (d) Amending the definition of “Permitted Liens” by adding “; and”
immediately at the end of clause (u) and by adding the following new clause (v)
immediately after clause (u):




          (v) third priority Liens securing no more than [* * *]14 of the
Permitted [* * *]15 Indebtedness so long as the holders of such Liens
execute and deliver









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to Agent an intercreditor agreement in form and
substance reasonably satisfactory to Agent; provided that Agent
agrees that an intercreditor agreement on substantially the same terms as
the Intercreditor Agreement shall be deemed satisfactory to it.



               (e) Amending and restating the definition of “Permitted 2004/2005
Restructuring Add-Back Amount” in its entirety as follows:




          “Permitted 2004/2005/2006 Restructuring Add-Back Amount”
means an amount equal to the actual restructuring costs and expenses of
Parent and its Subsidiaries which accrue during Parent’s 2004 fiscal
year, 2005 fiscal year, or 2006 fiscal year in an aggregate amount not in
excess of $44,000,000; provided that if [* * *]16, the Permitted
2004/2005/2006 Restructuring Add-Back Amount shall be automatically
increased to [* * * ]17.



          2.2 Amendments to Section 2.2(d). Section 2.2(d) of the
Loan Agreement is hereby amended by:



               (a) Restating the first parenthetical to read as follows:




          (other than Indebtedness incurred hereunder, Permitted Purchase
Money Indebtedness, Indebtedness constituting a Permitted Investment or
Permitted [* * *]18 Indebtedness)



               (b) Restating the second parenthetical to read in full as follows:




          (other than to Borrower or any Guarantor or pursuant to options,
warrants, or stock option or employee incentive plans (or any successor
plans) listed on Schedule 5.8(b) hereto or to the extent the Net
Securities Proceeds therefrom are used to [* * *]19)



          2.3 Amendment to Section 7.1. Section 7.1 of the Loan
Agreement is hereby amended by adding “; and” immediately at the end of clause
(k) and be adding the following new clause (l) immediately after clause (k):









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          (l) the incurrence by Borrower and the Guarantors of Permitted [* *
*]20 Indebtedness and related guaranties.



          2.4 Amendment to Section 7.7(b). Section 7.7(b) of the Loan
Agreement is hereby amended and restated in its entirety as follows:




          (b) Except in connection with a refinancing resulting in Permitted
Refinancing Indebtedness or pursuant to an amendment to any document
governing the Senior Notes or the Senior Subordinated Notes solely to the
extent (i) such amendment is more favorable to Borrower and its
Subsidiaries and is not otherwise adverse to the interests of the Lenders
or (ii) such amendment, in the case of the Senior Subordinated Notes,
extends the period during which Borrower is prohibited from prepaying or
redeeming the Senior Subordinated Notes, 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 any material Indebtedness of Parent or its Subsidiaries for
borrowed money; provided that Intercompany Advances permitted
hereunder may be cancelled or prepaid in consideration of the
cancellation of outstanding offsetting Intercompany Advances or
intercompany payable or receiveable amounts incurred in the ordinary
course of business so long as such cancellation or prepayment does not
result in the payment of cash by Borrower or any Guarantor to any Foreign
Subsidiary.”



          2.5 Amendment to Section 7.10. Section 7.10 of the Loan Agreement
is hereby amended by adding “; and” immediately at the end of clause (vii) and
by adding the following new clause (viii) immediately after clause (vii):




          (viii) make payments on account of fees payable to the holders of
the Senior Notes and the Senior Subordinated Notes in connection with
amendments and consents relating to [* * *]21.



          2.6 Amendment to Section 7.18. Section 7.18 of the Loan
Agreement is hereby amended by restating clause (2) in its entirety as follows:




          (2) the Indenture, the Senior Notes, the Loan Documents and
agreements governing the Permitted [* * *]22 Indebtedness;









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          2.7 Amendments to Section 7.22. Section 7.22 of the Loan
Agreement is hereby amended and restated in its entirety as follows:



          7.22 Financial Covenants.



          “(a) Fail to maintain or achieve:



          (i) Minimum EBITDA. EBITDA, measured on a fiscal quarter-end basis, of at
least the required amount set forth in the following table for the applicable
period set forth opposite thereto.



	 	 	 
	Applicable Amount
	 	Applicable Period

	 
	 	For the 12 month period
	$62,500,000
	 	ending on March 31, 2004
	 
	 	For the 12 month period
	$62,500,000
	 	ending on June 30, 2004
	 
	 	For the 12 month period
	$62,500,000
	 	ending on September 30, 2004
	 
	 	For the 12 month period
	$62,500,000
	 	ending on December 31, 2004
	 
	 	For the 12 month period
	$75,000,000
	 	ending on March 31, 2005
	 
	 	For the 12 month period
	$85,000,000
	 	ending on June 30, 2005
	 
	 	For the 12 month period
	$90,000,000 [* * *]23
	 	ending on September 30, 2005
	 
	 	For the 12 month period ending
	$100,000,000 [* * *]24
	 	on December 31, 2005














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	Applicable Amount
	 	Applicable Period

	$105,000,000 [* * *]25
	 	For the 12 month period ending
	 
	 	on March 31, 2006
	$110,000,000 [* * *]26
	 	For the 12 month period ending
	 
	 	on June 30, 2006
	$115,000,000 [* * *]27
	 	For the 12 month period ending
	 
	 	on September 30, 2006 and for each
	 
	 	12 month period ending on the
	 
	 	last day any fiscal quarter of
	 
	 	Borrower thereafter








          (ii) Maximum Senior Debt to EBITDA Ratio. Senior Debt to EBITDA Ratio of
not more than the maximum amount set forth in the following table for the
applicable period set forth opposite thereto:



	 	 	 
	Applicable Ratio 
	 	Applicable Period

	3.30:1.00
	 	For the 12 month period
	 
	 	ending on March 31, 2004
	3.30:1.00
	 	For the 12 month period
	 
	 	ending on June 30, 2004
	3.30:1.00
	 	For the 12 month period
	 
	 	ending on September 30, 2004
	3.30:1.00
	 	For the 12 month period
	 
	 	ending on December 31, 2004














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	Applicable Ratio 
	 	Applicable Period

	3.55:1.00 [* * *]28
	 	For the 12 month period
	 
	 	ending on March 31, 2005
	3.15:1.00 [* * *]29
	 	For the 12 month period
	 
	 	ending on June 30, 2005
	2.95:1.00 [* * *]30
	 	For the 12 month period
	 
	 	ending on September 30, 2005
	2.65:1.00 [* * *]31
	 	For the 12 month period
	 
	 	ending on December 31, 2005
	2.30:1.00 [* * *]32
	 	For the 12 month period ending
	 
	 	on March 31, 2006 and for each
	 
	 	12 month period ending on the
	 
	 	last day any fiscal quarter of
	 
	 	Borrower thereafter








          (b) Make:



          (i) Capital Expenditures. Capital Expenditures in excess of $49,500,000
during any fiscal year of Borrower.









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     SECTION 3. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS.



          3.1 Representations.



               Parent and Borrower each hereby represents and warrants to Agent and
Lenders that:



               (a) It has the requisite power and authority to execute and deliver this
Amendment and to perform its obligations hereunder and under the Loan Documents
to which it is a party. The execution, delivery, and performance by it of this
Amendment and the performance by it of each Loan Document to which it is a
party (i) have been duly approved by all necessary action and no other
proceedings are necessary 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 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 which
any of its properties may be bound or affected;



               (b) This Amendment has been duly executed and delivered by Parent and
Borrower. This Amendment and each Loan Document to which Parent or Borrower is
party are the legal, valid and binding obligation of Parent or Borrower (as
applicable), enforceable against such Person in accordance with its terms, and
is in full force and effect except as such validity and enforceability is
limited 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 nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein has been issued and remains in force by any Governmental
Authority against Borrower, any Guarantor or any member of the Lender Group;



               (d) No Default or Event of Default has occurred and is continuing on the
date hereof or as of the date of the effectiveness of this Amendment; and



               (e) The representations and warranties in the Loan Agreement and the other
Loan Documents are true and correct in all material respects on and as of the
date hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date).



     SECTION 4. MISCELLANEOUS.



          4.1 [* * *]33Consent and Restructuring Fee. In consideration for
the accommodations provided in this Amendment, on the date that [* * *]34,
Borrower shall pay to









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Agent, for the benefit of the Lenders who are parties to
this Amendment in accordance with their respective Pro-Rata Shares, a fee in
the amount of $250,000, which fee shall be fully earned and non-refundable on
such date.




          4.2 Conditions to Effectiveness. The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:



               (a) The representations and warranties in the Loan Agreement and the other
Loan Documents shall be true and correct in all respects on and as of the date
hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);



               (b) Agent shall have received the reaffirmation and consent of each
Guarantor attached hereto as Exhibit A, duly executed and delivered by
each Guarantor;



               (c) No Default or Event of Default shall have occurred and be continuing
on 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 nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any Governmental Authority
against Borrower, any Guarantor, or the Lender Group.



          4.3 Entire Amendment; Effect of Amendment. This Amendment, and
terms and provisions hereof, constitute the entire agreement among the parties
pertaining to the subject matter hereof and supersedes any and all prior or
contemporaneous amendments relating to the subject matter hereof. Except for
the amendments to the Loan Agreement expressly set forth in Section 2 hereof,
the Loan Agreement and other Loan Documents shall remain unchanged and in full
force and effect. The execution, delivery, and performance of this Amendment
shall not operate as a waiver of or, except as expressly set forth herein, as
an amendment of, any right, power, or remedy of the Lender Group as in effect
prior to the date hereof. The amendments and other agreements set forth herein
are limited to the specifics hereof, shall not apply with respect to any facts
or occurrences other than those on which the same are based, shall not excuse
future non-compliance with the Loan Agreement, 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 this Amendment conflict with those of the
Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.









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          4.4 Counterparts; Telefacsimile. This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart. Delivery of an executed counterpart
of this Amendment by telefacsimile shall be equally as effective as delivery of
an original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.



          4.5 Fees, Costs and Expenses. Borrower agrees to pay on demand all
reasonable fees, costs and expenses in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Agent with respect thereto and with respect to advising the
Agent as to their rights and responsibilities hereunder and thereunder.



          4.6 Cross-References. References in this Amendment to any Section
are, unless otherwise specified, to such Section of this Amendment.



          4.7 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.



          4.8 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES.



 









 





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          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date first written above.



	 	 	 	 	 
	 	 	GXS CORPORATION,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ John Soenksen
	

	 	 	 	
 
	

	 	Title: Chief Financial Officer

	 
	 	 	 	 
	 	 	GXS HOLDINGS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ John Soenksen
	

	 	 	 	
 
	

	 	Name: John Soenksen
	

	 	Title: Chief Financial Officer








 









 






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	 	 	WELLS FARGO FOOTHILL, INC.,
	 	 	a California corporation, as Agent and as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kurt Duerfeldt
	

	 	 	 	
 
	

	 	Name: Kurt Duerfeldt

	

	 	Title: SVP








 









 






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	 	 	CREDIT SUISSE FIRST BOSTON, ACTING
	 	 	THROUGH ITS CAYMAN ISLANDS BRANCH,
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bill O’Daly
	

	 	 	 	
 
	

	 	Title: Director

	 
	 	 	 	 
	

	 	By:
	 	/s/ Doreen B. Welch
	

	 	 	 	
 
	

	 	Title: Associate







[signature page continues]





 









 








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	 	 	ABLECO FINANCE LLC,
	 	 	a Delaware limited liability company, on behalf of itself and its Affiliate
assigns, as Lenders
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kevin Genda
	

	 	 	 	
 
	

	 	Title:
	 	SVP, Chief Credit Officer







 









 






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	 	 	GOLDENTREE LOAN OPPORTUNITIES I, LIMITED,
	 	 	as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	GoldenTree Asset Management, LP, its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Fred Haddad
	

	 	 	 	 	 	
 
	

	 	 	 	Name: Fred Haddad

	

	 	 	 	Title:	 	 







 









 






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ASTERISKS DENOTE SUCH OMISSIONS.



	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE HIGH YIELD OPPORTUNITIES I, L.P.,
	 	 	as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	GoldenTree Asset Management, LP,
	 	 	 	 	 	 	its general partner
	 
	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Fred Haddad
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: Fred Haddad

	

	 	 	 	 	 	Title:







 









 






CONFIDENTIAL MATERIAL OMITTED AND

FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.




	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P.,
	 	 	as a Lender
	 
	 	 
	 	 	 	 	By:	 	GoldenTree Asset Management, LP,
	 	 	 	 	 	 	its general partner
	 
	 	 
	

	 	 	 	 	 	By:
	 	/s/ Fred Haddad
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: Fred Haddad

	

	 	 	 	 	 	Title:







 









 






CONFIDENTIAL MATERIAL OMITTED AND

FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.





	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE LOAN OPPORTUNITIES I, LIMITED,
	 	 	as a Lender
	 
	 	 
	 	 	 	 	By:	 	GoldenTree Asset Management, LP,
	 	 	 	 	 	 	its general partner
	 

	 	 	 	 	 	By:
	 	/s/ Fred Haddad
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: Fred Haddad

	

	 	 	 	 	 	Title:







 









 






CONFIDENTIAL MATERIAL OMITTED AND

FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.



	 	 	 	 	 	 	 	 	 
	 	 	1888 FUND LTD.,
	 	 	as a Lender
	 
	 	 
	 	 	 	 	By:  	Guggenheim Investment Management, LLC,
	 	 	 	 	 	as its Collateral Manager
	 
	 	 
	

	 	 	 	 	By:
	 	/s/ Kaitlin Trinh
	

	 	 	 	 	 	 	
 
	

	 	 	 	 	Name: Kaitlin Trinh
	

	 	 	 	 	Title:
Vice President







 









 






CONFIDENTIAL MATERIAL OMITTED AND

FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.



	 	 	 	 	 
	 	 	MAGMA CDO LTD.,
	 	 	as a Lender
	 
	 	 
	

	 	By:
	 	/s/ Kaitlin Trinh
	

	 	 	 	
 
	

	 	Name: Kaitlin Trinh

	

	 	Title: Vice President








 









 






CONFIDENTIAL MATERIAL OMITTED AND

FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.



	 	 	 	 	 	 	 	 	 
	 	 	CANYON CAPITAL CDO 2001-1 LTD,
	 	 	as a Lender
	 
	 	 
	 	 	 	 	By:	 	Canyon Capital Advisors LLC,
	 	 	 	 	 	 	a Delaware limited liability company, its Collateral Manager
	 
	 	 
	

	 	 	 	 	 	By:
	 	/s/ R. Christian B. Evensen
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: R. Christian B. Evensen

	

	 	 	 	 	 	Title: Managing Director