Amendment 2 to the Amended and Restated Master Agreement



 Exhibit 10.2 
 AMENDMENT 2 TO THE AMENDED AND RESTATED MASTER AGREEMENT 
 This Amendment 2, effective as of this 15th day of
August, 2008, amends the Amended and Restated Master Agreement (the “Agreement”) dated January 1, 2006, as amended March 20, 2008 by and between TRX Technology Services, L.P. (“TRX”) and BCD Travel USA
LLC (formally known as WorldTravel Partners I, LLC) (“BCD” or “Client”) as follows: 
 WHEREAS, BCD and TRX entered into that
certain Amended and Restated Master Agreement, dated January 1, 2006, as amended March 20, 2008 (the “Agreement”), pursuant to which TRX agreed to provide certain services and documentation to BCD; and 
 WHEREAS, TRX wishes to make certain optional RESX functionality available to BCD and BCD wishes to have access to such functionality; 
 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions hereinafter set forth, the parties hereto agree to amend the Agreement as follows:

 1. Section 1. Definitions shall be amended to include the following subsection: 
 1.25 Booking Builder Transaction shall mean a command sent via the internet to the RESX database which is passed to Booking Builder and results in
the creation of a flight reservation on *. 
 2. EXHIBIT H – SERVICE LEVEL AGREEMENT shall be amended by the addition of the following below the
section entitled “RESX”: 
 Booking Builder Restrictions 
 TRX retains the right to queue Client’s Booking Builder Transactions in the event Client’s use of Booking Builder causes a degradation, or in
TRX’s reasonable estimation may cause a degradation, in the responsiveness of the RESX Services. 
 3. EXHIBIT F shall be amended to include the
following: 
 BOOKING BUILDER DESCRIPTION 
 RESX Booking Builder is an optional web-based application that serves as a stand-alone development tool for the purpose of creating flight reservations on *. To use the RESX Booking Builder, Client’s RESX
administration account must be configured for such access. 
 BOOKING BUILDER FEES: 
 Booking Builder Implementation Fee: * 
 Booking Builder Transaction Fee: * per Booking Builder Transaction 
 Note: The RESX Transaction Fee will continue to apply for any
Transactions. 
 4. GENERAL. 
 Full Force and
Effect. Except as heretofore and herein specifically amended, the Agreement shall remain and continue in full force and effect. 
 Termination.
This Amendment shall terminate on the earlier of termination of the Agreement; or sixty (60) days prior written notice by either party. In no event shall termination of this Amendment act as termination of the Agreement. 
 Acknowledgment. Client acknowledges to have read the Agreement and this Amendment 2, and understands and agrees to be bound by their terms and conditions. TRX and
Client agree that the Agreement and this Amendment 2 represent the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements, verbal or written, and any other communications between the
parties. 
 IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered in this Amendment 2 as of the
date first written below. 
  

									
	TRX Technology Services, L.P.	 		 	BCD Travel USA LLC
					
	Signed:	 	 /s/ David Cathcart
	 		 	Signed:	 	 /s/ Dee Runyan

					
	Name:	 	David Cathcart	 		 	Name:	 	Dee Runyan
					
	Title:	 	CFO	 		 	Title:	 	Exec. Vice President
					
	Date:	 	19 September 2008	 		 	Date:	 	8/15/08

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