THIRD AMEND TO CREDIT AGREEMENT




 Exhibit 10.5 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) dated as of November 5, 2010 by and between TRX, INC. (the “Borrower”) and ATLANTIC CAPITAL BANK, as Lender (the “Lender”). 

WHEREAS, the Borrower and the Lender have entered into that certain Credit Agreement dated as of May 30, 2008 (as amended,
supplemented, restated or otherwise modified from time to time and as in effect immediately prior to the date hereof, the “Credit Agreement”); and 
 WHEREAS, the Borrower and the Lender desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties hereto hereby agree as follows: 
 Section 1. Specific Amendment to Credit Agreement. The parties hereto
agree that the Credit Agreement is amended by deleting the defined term “Maturity Date” in Section 1.01 in its entirety and substituting in its place the following: 

“Maturity Date” means June 30, 2012. 
 Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Lender of each of the following, each in form and substance satisfactory to the Lender:

 (a) A counterpart of this Amendment duly executed by the Borrower and the Lender; 

(b) A Guarantor Acknowledgment substantially in the form of Annex 1 attached hereto, executed by each Guarantor; 

(c) Payment of an amendment fee in the amount of $15,000; 
 (d) The certificate required to be delivered by BCD pursuant to Section 7.02(g) of the Credit Agreement and Section 28(c) of the BCD Guaranty for the fiscal quarter ending
June 30, 2010; 
 (e) The financial statements required to be delivered by BCD Travel pursuant to
Section 7.01(f) of the Credit Agreement and Section 28(b) of the BCD Guaranty for the fiscal quarter ending June 30, 2010; and 








 (f) Such other documents, instruments and agreements as the Lender may reasonably request.

 Section 3. Representations. The Borrower represents and warrants to the Lender that: 

(a) Authorization. The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and
deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer
of the Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms except as
(i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

 (b) Compliance with Laws, etc. The execution and delivery by the Borrower of this Amendment and the performance by the
Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person; (ii) conflict with, result in a breach of or constitute a default under the Borrower’s articles of incorporation or
by-laws or any indenture, agreement or other instrument to which the Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower. 
 (c) No Default. No Default or Event of Default will exist
immediately after giving effect to this Amendment and that certain letter agreement dated as of the date hereof between the Borrower and the Lender. 
 Section 4. Reaffirmation of Representations by Borrower. The Borrower hereby repeats and reaffirms in all material respects all representations and warranties made by the Borrower to the
Lender in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof (except to the extent that such representations and warranties are expressly made only as of an earlier date) with the same force and
effect as if such representations and warranties were set forth in this Amendment in full. 
 Section 5. Certain
References; Loan Document. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. Each of the parties hereto agree that this Amendment shall be
deemed to be a Loan Document. 
 Section 6. Expenses. The Borrower shall reimburse the Lender upon demand for all
costs and expenses (including reasonable attorneys’ fees) incurred by the Lender in connection 

  
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with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith. 

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. 
 Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 
 Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained
herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. 
 Section 10.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. 

Section 11. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions
given them in the Credit Agreement. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement
to be executed as of the date first above written. 
  

			
	THE BORROWER:
	
	TRX, INC.
		
	By:	 	/s/ David Cathcart
		 	Name: David Cathcart
		 	Title: CFO


  

			
	THE LENDER:
	
	ATLANTIC CAPITAL BANK
		
	By:	 	/s/ Robert Bugbee
		 	Name: Robert Bugbee
		 	Title: Senior Vice President










 ANNEX 1 
 FORM OF GUARANTOR ACKNOWLEDGEMENT 
 THIS GUARANTOR ACKNOWLEDGEMENT dated as of
November 5, 2010 (this “Acknowledgment”) executed by each of the undersigned in favor of Atlantic Capital Bank, as Lender (the “Lender”). 

WHEREAS, TRX, Inc. (the “Borrower”) and the Lender have entered into that certain Credit Agreement dated as of
May 30, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, each of the entities identified as “Subsidiary Guarantors” on the signature page hereto is a party to that certain Guaranty dated as of May 30, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the “Subsidiary Guaranty”) pursuant to which they guaranty, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained
in the Subsidiary Guaranty; 
 WHEREAS, BCD Holdings N.V. (“BCD”) is a party to that certain Guaranty dated as
of December 2, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “BCD Guaranty”) pursuant to which it guaranties, among other things, the Borrower’s obligations under the Credit
Agreement on the terms and conditions contained in the BCD Guaranty; 
 WHEREAS, the Borrower and the Lender are to enter into a
Third Amendment to Credit Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained in the Amendment; and 

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Subsidiary Guarantors and BCD execute and deliver
this Acknowledgment. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows: 
 Section 1. Reaffirmation. 

(a) Each Subsidiary Guarantor hereby reaffirms its continuing obligations to the Lender under the Subsidiary Guaranty and agrees that the
transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Subsidiary Guaranty, or reduce, impair or discharge the obligations of such Subsidiary Guarantor thereunder. 

(b) BCD hereby reaffirms its continuing obligations to the Lender under the BCD Guaranty and agrees that the transactions contemplated by
the Amendment shall not in any way 








 
affect the validity and enforceability of the BCD Guaranty, or reduce, impair or discharge the obligations of BCD thereunder. 

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 
 Section 3. Counterparts.
This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. 

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 IN WITNESS WHEREOF, each of the Subsidiary Guarantors and BCD has duly executed and
delivered this Guarantor Acknowledgement as of the date and year first written above. 
  

			
	 THE SUBSIDIARY GUARANTORS:
  

TECHNOLOGY LICENSING COMPANY, LLC
 TRAVEL
TECHNOLOGY, LLC
 TRX DATA SERVICES, INC.

TRX FULFILLMENT SERVICES, LLC

		
	By:	 	/s/ David D. Cathcart
		 	Name: David D. Cathcart
		 	Title: Vice President, Secretary and Treasurer


  

					
	TRX TECHNOLOGY SERVICES, L.P.
		
	By:	 	TRAVEL TECHNOLOGY, LLC, its General Partner
			
		 	By:	 	/s/ David D. Cathcart
		 		 	Name: David D. Cathcart
		 		 	Title: Vice President, Secretary and Treasurer


  

			
	BCD:
	
	BCD HOLDINGS N.V.
		
	By:	 	/s/ M.L. Alexander
		 	Name: M.L. Alexander
		
	By:	 	/s/ C. Gomes Casseres
		 	Name: C. Gomes Casseres