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Exhibit
10.11
TRX, INC.
SECOND
AMENDMENT
TO SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE; RELEASE OF
SECURITY INTEREST AND
CONSENT TO LOAN TRANSACTION
This Second Amendment to
Senior Secured Convertible Promissory Note, Release of Security
Interest, and Consent to Loan Transaction (this
“Agreement”) is made as of December 30, 2004, by and
between TRX, Inc., a Georgia corporation (the
“Company”), TRX Data Services, Inc., f/k/a Arthur H.
Ltd (“TRX Data”), TRX Fulfillment Services, LLC
(“TRX Fulfillment”), TRX Technology Services, L.P.
(“TRX Technology”), Travel Technology, LLC
(“Travel Technology”), Technology Licensing Company,
LLC (“Technology Licensing”, and together with TRX
Data, TRX Fulfillment, TRX Technology and Travel Technology, the
“Guarantors”), and Sabre investments, Inc.
(“Sabre”).
WHEREAS, the Company has
issued a Senior Secured Convertible Promissory Note (the
“Note”) dated November 16, 2001 in the principal amount
of fifteen million dollars ($15,000,000.00) to Sabre;
and
WHEREAS, the Company and
Sabre amended the Note by means of a First Amendment to Senior
Secured Convertible Promissory Note dated April 23, 2003;
and
WHEREAS, as a condition to
closing a proposed loan transaction consisting of a revolving
credit facility, with letter of credit facility (the “New
Loan”) between Bank of America, NA (“Bank”) and
the Company, pursuant to that certain Credit Agreement between
Company and Bank of even date herewith (the “Credit
Agreement”), Sabre is required to terminate its liens and
security interests in (a) all of the Company’s assets, (b)
all of the assets of the Guarantors, and (c) all of the equity
interests pledged by Company, TRX Fulfillment and Travel Technology
as additional collateral for the Note; and
WHEREAS, simultaneously with
the execution of this Agreement, Sabre is entering into an
Intercreditor and Subordination Agreement with Bank (the
“Intercreditor Agreement”); and
WHEREAS, Sabre, pursuant to
Section 2.5 of that certain Rights Agreement among Company, Sabre
and certain other parties, dated November 16, 2001 (the
“Rights Agreement”), Sabre’s consent is required
before the Company can incur certain indebtedness, including the
New Loan; and
WHEREAS, the Company and
Sabre have agreed to modify the Note, terminate Sabre’s
security interest in all of the assets of the Company and the
Guarantors, and Sabre has agreed to consent to the New Loan, all on
the terms and conditions set forth herein.
NOW THEREFORE, in
consideration of the mutual promises contained herein and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
| 1. |
The parties
hereto hereby mutually acknowledge, confirm and agree that, all
liens and security interests relating to the Company’s
obligations under the Note and/or securing
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the payment thereof and
the Guarantors’ obligations under the Guaranty, dated
November 16, 2001, by Guarantors in favor of Sabre (the
“Guaranty”) and/or securing the payment thereunder,
including, without limitation, any pledges of equity interests as
collateral for the loan evidenced by the Note under the Pledge
Agreement (as defined below), held by Sabre are terminated,
released and extinguished for all purposes. Sabre hereby further
acknowledges and agrees that, effective upon the execution of this
Agreement, Sabre shall no longer have any further right, title or
interest in or to any security with respect to the Note or the
Guaranty including, without limitation, any liens or security
interests pursuant to any Transaction Documents (as defined in the
Note).
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| 2. |
The following Transaction Documents are hereby terminated by
the parties thereto and shall be of no further force and effect
from and after the date hereof: |
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a. |
Security Agreement, dated as of November 16, 2001, by Company
in favor of Sabre; |
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b. |
Security Agreement, dated November 16, 2001, by Guarantors in
favor of Sabre; |
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c. |
Pledge Agreement, dated Novem |
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