Senior Secured Convertible Promissory Note, Hogg Robinson Holdings



 Exhibit 10.62 
  
 SENIOR SECURED CONVERTIBLE PROMISSORY 
 NOTE CONVERSION AGREEMENT 
  
 THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of July, 2005 by and between TRX, Inc., a Georgia corporation (the “Company”), and Hogg
Robinson Holdings BV (the “Noteholder”). 
  
 WHEREAS,
pursuant to the Senior Secured Convertible Note Purchase Agreement dated as of November 16, 2001, as amended December 30, 2004, by and between the Company and the Noteholder (the “Note Purchase Agreement”), the Noteholder holds a
$1,039,873 principal amount Senior Secured Convertible Promissory Note issued by the Company (the “Note”), convertible into shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), at a conversion
rate of one share of Common Stock for each $11.03 of principal and accrued and due but unpaid interest at the rate of 11% per annum through the conversion date (the “Conversion Rate”); 
  
 WHEREAS, the Company has filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission with respect to the issuance and sale of the Company’s Common Stock in an underwritten public offering (the “Public Offering”); and 
  
 WHEREAS, in connection with the Public Offering, the Noteholder and the Company desire to effect the conversion of the Note.

  
 NOW, THEREFORE, for and in consideration of the mutual
agreements set forth herein, the parties hereto agree as follows: 
  
 1. Conversion of Note. Subject to the terms and conditions set forth herein, and subject to the condition that the initial offering price to the public of the Common Stock in the Public Offering (the “Offering
Price”) is equal to or exceeds $11.00 per share, effective immediately prior to the date and time of the First Closing Date (as defined in the Underwriting Agreement to be entered into between the Company and the several underwriters named
therein in connection with the Public Offering), all of the outstanding principal amount plus any accrued and due but unpaid interest under the Note, calculated through the First Closing Date, will automatically convert into shares of the
Company’s Common Stock based on the Conversion Rate. 
  
 2. Additional Payment. In the event the Offering Price is between $11.00 and $11.03 per share, the Company will pay to the Noteholder in cash on the First Closing Date an additional amount equal to the number of shares
issuable multiplied by the difference between the offering price to the public and $11.00. 
  
 3. Manner of Conversion/Termination of Note. On the First Closing Date, the Company shall issue and deliver to the Noteholder, or as directed by the Noteholder, a certificate or certificates or other
document evidencing the shares of Common Stock issuable upon conversion, and at such time the Note will be deemed paid in full and the accrued interest will be deemed satisfied, with no further obligations thereunder or for the borrowing evidenced
by the Note, and all rights of the Noteholder under the Note shall cease and the Noteholder shall be deemed to be a holder of record of the shares of Common Stock of the Company into which the Note was converted. 
  









 4. Representations of Noteholder. The Noteholder represents and warrants to the Company
that: (i) Noteholder has, and at the time immediately prior to the First Closing Date it will have, good and valid title to the Note, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title
whatsoever; (ii) Noteholder has strictly complied with the terms of the Note Purchase Agreement at all times; and (iii) Noteholder is not a party to or bound by any agreement, or any judgment, decree or ruling of any governmental authority,
affecting or relating to Noteholder’s right to convert the Note. 
  
 5. Representations of Company. On the First Closing Date, the Secretary of the Company shall deliver to the Noteholder a certificate executed by the Secretary, dated as of the First Closing Date, certifying that the
representations and warranties contained in Section 3 of the Note Purchase Agreement are true and correct in all material respects as of the First Closing Date. 
  

6. Termination of Agreement. In the event that the First Closing Date does not occur on or before September 30, 2005, this Agreement
shall terminate and each party shall be released from its obligations hereunder. 
  
 7. Waiver of Notice. The Company and the Noteholder hereby waive any and all notice required pursuant to the Note. 
  

8. Survival of Representations and Warranties. All representations and warranties made hereunder shall survive the consummation of the
transactions contemplated hereunder. 
  
 9. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their legal representatives, successors, and assigns. 
  
 10. Non-waiver. No delay or failure by any party to exercise any right under this Agreement, and no partial or
single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 
  
 11. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 

 
 12. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Georgia. 
  
 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be one and the same instrument. 
  









  
 IN WITNESS WHEREOF
the parties have signed this instrument as of the date first set forth above. 
  

			
	 THE COMPANY:
  
 TRX, INC.

		
	 By: 
	 	 /s/ Timothy J. Severt

	
	 NOTEHOLDER:
  
 Hogg Robinson Holdings BV

		
	 By: 
	 	/s/ David Radcliffe