SHAREHOLDERS AGREEMENTShareholder Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS SHAREHOLDERS AGREEMENT (the “Agreement”), is made and entered into as of the 21st day of January 2004, by and among TRX, Inc., a Georgia corporation (the “Corporation”), BCD Technology, S.A., a company organized under the laws of the country of Luxembourg (“BCD”), and Michael A. Buckman (“Shareholder”).
LEASELease Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
disadvantaged in relation to §2 of those conditions. Should §4, par. (1) of the conditions prove inapplicable and/or the required approval not be granted, the parties undertake to come to an acceptable arrangement which closely approaches the agreed escalator clause in this agreement.
AMENDED AND RESTATED ETRX LOAN AGREEMENTLoan Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • England
THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) is stipulated by and between (1) Hogg Robinson plc, whose registered office is Abbey House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NJ, UK (hereinafter “Lender”); and (2) e-TRX Limited, Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH, UK (hereinafter “Borrower”) as of the 1st day of January, 2004 (the “Effective Date”).
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 30, 2004, is made among BANK OF AMERICA, N.A. (the “Lender”), TRX, Inc., a Georgia corporation (the “Borrower”), and BCD HOLDINGS N.V., a corporation organized under the laws of the Netherlands Antilles (the “Parent”). All terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement described below. Without limitation of the foregoing, each reference to “Dollars” or “$” shall mean lawful money of the United States of America.
LEASELease Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
THIS AGREEMENT made and entered in to this 20th day of January, 2003 by and between Create-a-Book, Inc., a Florida Corporation, of Gulf Breeze, Santa Rosa County, Florida, hereinafter called the “Lessor”, and TRX, Inc., a Georgia Company, hereinafter called the “Lessee”.
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of December 30, 2004, by TRX, INC., a Georgia corporation (the “Borrower” and a “Pledgor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A PLEDGE JOINDER AGREEMENT (together with the Borrower, collectively, the “Pledgors”) in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”), for its benefit and the benefit of the Persons party to Related Credit Arrangements (as defined in the Credit Agreement (as defined below)) as more particularly described in Section 17 hereof. All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.
SHAREHOLDERS AGREEMENTShareholders Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is executed as of this 5th day of November, 1999, by and among Hogg Robinson International Benefits Limited, a company organized under the laws of England and Wales (“Hogg”), BCD Technology S.A., a corporation formed under the laws of Luxembourg (“BCD”), and WT Technologies, Inc., a corporation formed under the laws of Georgia (the “Corporation”), (Hogg and BCD are collectively referred to as the “Shareholders” and sometimes individually as a “Shareholder”).
VOTING AND TRANSFER AGREEMENTVoting and Transfer Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
This AGREEMENT (this “Agreement”) dated as of November 4, 1999, among WT Technologies, Inc., a Georgia corporation (the “Company”), Susan R. Hopley (“Hopley”) and Gary D. Smith and Jean H. Smith, as Trustees of the Gary D. Smith and Jean H. Smith Trust (the “Smith Trust”).
TRX, INC. WARRANT AGREEMENTWarrant Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
This Warrant Agreement (the “Agreement”) is entered into as of the 16th day of November, 2001 (the “Effective Date”), by and between TRX, Inc., a Georgia corporation (the “Company”) and Sabre Investments, Inc., a Delaware corporation (“Holder”).
SUBLEASESublease Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
AGREEMENT OF SUBLEASE, made as of December 20, 2001, between Qwest Cyber.Solutions LLC, a Delaware limited liability company having offices at 1899 Wynkoop, Denver, CO 80202 (hereinafter called “Sublandlord”) and TRX, Inc. a Georgia corporation having offices at 6 West Druid Hills Dr., Atlanta, GA 30329, described below (hereinafter called “Subtenant”).
EMPLOYMENT CONTRACTEmployment Contract • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS EMPLOYMENT CONTRACT made as of the 1st day of April, 2001 (the “Effective Date”) between Lindsey Sykes (hereinafter referred to as “Employee”) and TRX, Inc. a Georgia corporation (hereinafter referred to as the “Company”).
DATED 28 September 2000 - and - - and -Lease • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
BCD TECHNOLOGY S.A. December 31, 2004Shareholder Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
The letter agreement (the “Agreement”) grants Davis Family Holdings, LLC, Davis Family Holdings II, LLC and Norwood H. Davis, III (collectively, the “Davis Shareholders”), as well as an immediate family member, a trust (with beneficiaries of only immediate family members), or a family limited partnership (with general partners and limited partners of only immediate family members) of Norwood H. Davis, III who may become shareholders of TRX, Inc. (collectively with the Davis Shareholders, the “Davis Family”) the right to require BCD Technology S.A (“BCD”) to purchase shares of common stock of TRX, Inc. (the “Company”) owned by the Davis Family upon the terms and conditions set forth herein.
NOTELoan Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to the order of BANK OF AMERICA, N.A. (the “Lender”), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of Ten Million and no/100 Dollars ($10,000,000.00), or such lesser principal amount of Loans (as defined in such Credit Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that certain Credit Agreement, dated as of December 30, 2004 (as amended, restated; extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between the Borrower and the Lender.
WORLD TRAVEL PARTNERS, L.P. OFFICE LEASEOffice Lease • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
This Lease Agreement, made this day of , 1995, by and between, WEEKS REALTY, L.P. hereinafter referred to as “Landlord”, and WORLD TRAVEL PARTNERS, L.P. hereinafter referred to as “Tenant”;
THIS LICENCE is made the First day of March Two Thousand and Five BETWEEN WHEREAS:Licensing Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec
LEASE AGREEMENTLease Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • West Virginia
This Lease Agreement made and entered into in duplicate on the 1st day of December, 1999, by and between MICHAEL W. BARKER, and DENVER D. HORN, hereinafter collectively called “Lessor” and WORLDTRAVEL TECHNOLOGIES, LLC d.b.a. OFS ONLINE FULFILLMENT SERVICES hereinafter called “Lessee”.
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND CONSENT TO LOAN TRANSACTIONConvertible Promissory Note • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
This First Amendment to Convertible Promissory Note and Consent to Loan Transaction (the “First Amendment and Consent”) is made as of December 30, 2004, and is by and between TRX, Inc., a Georgia corporation (“Borrower”), and Hogg Robinson Holdings BV (“Hogg”).
TRX LUX LOAN AGREEMENTLoan Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • England
THIS LOAN AGREEMENT (the “Agreement”) is stipulated by and between (1) Hogg Robinson plc, whose registered office is at Abbey House, 282 Farnborough Road, Farnborough, Hampshire, GU 14 7NJ, UK (hereinafter “Lender”); and (2) TRX Luxembourg S.á.r.l., 38-40 Rue Sainte Zithe, L-2763 Luxembourg (hereinafter “Borrower”) as of the 1st day of January 2004 (the “Effective Date”).
EMPLOYMENT CONTRACTEmployment Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS EMPLOYMENT CONTRACT (“Employment Contract”) made as of the 31st day of December, 2004 (the “Effective Date”) between NORWOOD H. DAVIS, III (hereinafter referred to as “Employee”) and TRX, INC., a Georgia corporation (hereinafter referred to as the “Company”).
TRX, INC. SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE; RELEASE OF SECURITY INTEREST AND CONSENT TO LOAN TRANSACTIONSenior Secured Convertible Promissory Note • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
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”).
LEASELease • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • South Carolina
THIS INDENTURE of Lease made and entered into as of this 25 day of June, 1998, by and between FT. MOTTE PARTNERS, L.L.C., a South Carolina limited liability company having an office c/o C.H. Evans, PO Box 1686, Orangeburg, South Carolina 29116 hereinafter referred to as “Lessor”, and CENDANT OPERATIONS, INC., a Delaware corporation, having an office at 6 Sylvan Way, Parsippany, New Jersey 07054, hereinafter referred to as “Lessee”.
AMENDED AND RESTATED PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
This Amended and Restated Promissory Note and Security Agreement (the “Agreement”) amends and restates that certain Promissory Note and Security Agreement by Davis Family Holdings, LLC (“Maker”) in favor of TRX, Inc., a Georgia corporation (“Holder”) dated May 23, 2001.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of August, 2001, by and among TRX, Inc., a Georgia corporation (the “Corporation”), BCD Technology S.A., a corporation organized under the laws of Luxembourg (“BCD”) (who is a party solely for purposes of Section 2(c) hereof) and the following parties, each of which shall be a “Shareholder,” and collectively, the “Shareholders”: (i) Christopher M. Brittin, an individual resident of Virginia (“Brittin”); (ii) Susan R. Hopley, an individual resident of Virginia (“Hopley”); (iii) Gary D. Smith and Jean H. Smith, as Trustees of the Gary D. Smith and Jean H. Smith Trust (“Smith”); and (iv) F. Gilmer Siler, an individual resident of Virginia (“Siler”).
LEASE AGREEMENT BETWEEN 4849 GREENVILLE PARTNERS, AS LANDLORD, AND TRAVEL TECHNOLOGIES GROUP, L.P., AS TENANT Suite 1300 7557 Rambler Rd., Dallas, Texas DATED September 15, 1997Lease Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Texas
THIS LEASE AGREEMENT (this “Leased is entered as of September 1530, 1997, between 4849 Greenville Partners (“Landlord”) and Travel Technologies Group L.P. (“Tenant”).
SECURITY AGREEMENTSecurity Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
OFFICE BUILDING LEASE FOR TRX, INC. FAIRFAX SQUARE I Suite 700 Vienna, Virginia 22182 CHARLES E. SMITH REAL ESTATE SERVICES L.P. 2345 Crystal Drive Crystal City Arlington, Virginia 22202 CHARLES E. SMITH COMMERCIAL REALTYOffice Building Lease • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Washington
This Lease, made this day of , 200 , between FAIRFAX SQUARE PARTNERS, a Delaware limited partnership (hereinafter referred to as “Landlord”), and TRX, INC., a Georgia corporation (hereinafter referred to as “Tenant”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”), is made and entered into as of the 23 day of May, 2001, by and among TRX, Inc, a Georgia corporation (the “Corporation”), BCD Technology, S A, a company organized under the laws of the country of Luxembourg (“BCD”), and the following parties, each of which shall be a “Shareholder,” and collectively, the “Shareholders” (i) The Alexander Family, L.P., a Georgia limited partnership (“Alexander”), (ii) Danny B Hood, an individual resident of Georgia (“Hood”), (iii) Ralph Manaker, an individual resident of Virginia (“Manaker”), (iv) Steve Reynolds, an individual resident of Texas (“Reynolds”), (v) Velva Wiggins, an individual resident of Georgia (“Wiggins”), and (vi) Davis Family Holdings, LLC, a Virginia limited liability company (“Davis”).
November 16, 2001Shareholders Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
EMPLOYMENT CONTRACTEmployment Contract • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS EMPLOYMENT CONTRACT made as of the 5th day of April, 2004 (the “Effective Date”) between VICTOR PYNN (hereinafter referred to as “Employee”) and TRX, Inc., a Georgia corporation (hereinafter referred to as the “Company”).
SHAREHOLDERS AGREEMENTShareholder Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is executed as of this 1 day of July, 2002 by and among WorldTravel Partners I, LLC, a Georgia limited liability company (“WorldTravel” or “Shareholder”), and TRX, Inc., a corporation formed under the laws of Georgia (the “Corporation”).
RIGHTS AGREEMENTRights Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS RIGHTS AGREEMENT (the “Agreement”) is executed as of this 16th day of November, 2001 (the “Effective Date”), by and among Sabre Investments, Inc., a Delaware corporation (“Sabre”), BCD Technology S.A., a corporation formed under the laws of Luxembourg (“BCD”), and TRX, Inc., a Georgia corporation (the “Corporation”), (Sabre and BCD are collectively referred to as the “Stakeholders” and sometimes individually as a “Stakeholder”). Defined terms not otherwise defined herein are set forth in Article 12.
REGISTRATION RIGHTS AGREEMENT between TRX, INC. and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. dated JULY 24, 2000Registration Rights Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS REGISTRATION RIGHTS AGREEMENT is made this 24th day of July, 2000, between TRX, Inc., a Georgia corporation (“Company”), and American Express Travel Related Services Company, Inc., a New York corporation (“Investor”), with reference to the following background:
EMPLOYMENT CONTRACTEmployment Contract • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
THIS EMPLOYMENT CONTRACT made as of the 1st day of February, 2000 (the “Effective Date”) between TIMOTHY J. SEVERT (hereinafter referred to as “Employee”) and TRX, Inc., a Georgia corporation (hereinafter referred to as the “Company”).
SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSenior Secured Convertible Note Purchase Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia
This Senior Secured Convertible Note Purchase Agreement (this “Agreement”), dated as of November 16, 2001, is by and between TRX, Inc., a Georgia corporation (the “Company”) and Sabre Investments, Inc., a Delaware corporation (the “Lender”).
