Item 1.01 - Entry into a Material Definitive Agreement.

TRX, Inc. entered into the First Amendment to Credit Agreement, effective December 3, 2008, by and between TRX and Atlantic Capital Bank ("ACB"), amending the Credit Agreement, dated May 30, 2008, between TRX and ACB (the "Credit Agreement").

The amendment increases the interest rate for loans made under the Credit Agreement, generally by 25 basis points. The amendment also modifies certain covenants, which, among other things, (i) remove the requirement to reduce the aggregate amount of outstanding loans under the Credit Agreement to $2,000,000 or less for at least 30 consecutive days in each fiscal quarter, and (ii) adjust the leverage ratio and fixed charge coverage ratio, as defined. The amendment also adds BCD Holdings N.V. ("BCD"), the parent of our majority shareholder, as a guarantor to the Credit Agreement and changes the maturity date to April 30, 2010. We will pay BCD a guarantee fee of 250-350 basis points, depending on borrowing levels under the Credit Agreement.

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