AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.3

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 1 to Amended and Restated Credit Agreement (this “Amendment”) dated as of January 11, 2007, is made among TRX, INC., a Georgia corporation (the “Borrower”), each of the Subsidiaries of the Borrower signatory hereto (collectively, the “Guarantors”), and BANK OF AMERICA, N.A. (the “Lender”).

W I T N E S S E T H:

WHEREAS, the Borrower and the Lender have entered into that certain Amended and Restated Credit Agreement dated as of November 7, 2005 (the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the definition given thereto in the Credit Agreement), pursuant to which the Lender has made available to the Borrower a revolving credit facility, including a letter of credit subfacility;

WHEREAS, each of the Guarantors has entered into a Guaranty pursuant to which it has guaranteed the payment and performance of the obligations of the Borrower under the Credit Agreement and the other Loan Documents; and

WHEREAS, the Borrower has advised the Lender that it desires to amend certain provisions of the Credit Agreement as set forth below and the Lender is willing to effect such amendments on the terms and conditions contained in this Amendment;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

“Consolidated Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness (including the Obligations and excluding any portion of Subordinated Indebtedness that by its terms or by the terms of any instrument or agreement relating thereto does not mature on demand or within one year from the date of determination) as of such date to (b) Consolidated EBITDA for the Measurement Period most recently ended. Notwithstanding the foregoing, for the purpose of computing the Consolidated Senior Leverage Ratio for each of the four Measurement Periods following the date of any Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on Pro Forma Basis to the extent information in sufficient detail concerning the historical results of such Person or assets so acquired is reasonably available.

“Subordination Agreement” means, collectively, (a) the Hi-Mark Subordination Agreement, and (b) each other agreement now or hereafter in effect that subordinates the payment and performance of any Indebtedness (including any Permitted Parent Subordinated Indebtedness) to the Obligations, including any such provisions contained within the instrument or agreement evidencing such Indebtedness.

“Subordinated Indebtedness” means (a) any Permitted Parent Subordinated Indebtedness, (b) so long as the Hi-Mark Subordination Agreement is in effect, the Hi-Mark Note, and (c) any other Indebtedness that is subordinated to the Obligations in a manner acceptable to Lender in its sole discretion; provided, that such term shall not include the Seller Indebtedness.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to the Borrower and its Subsidiaries for any Measurement Period, the ratio of (a) the remainder of (i) Consolidated EBITDA, minus (ii) Non-Financed Capital Expenditures during such Measurement Period, minus (iii) 50% of the aggregate amount of Restricted Payments made pursuant to Section 7.06(e) during such Measurement Period, to (b) Consolidated Fixed Charges.

“Consolidated Fixed Charges” means, for any period, the sum of (a) the principal amount of Indebtedness (including the principal portion of any Attributable Indebtedness and excluding Obligations under the Loan Documents) of the Borrower and its Subsidiaries that is paid or required to be paid during such period and (b) Consolidated Interest Charges that are paid or required to be paid during such period.

“Cost of Acquisition” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (i) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection therewith, (ii) the amount of any cash and fair market value of other property (excluding property described in clause (i) and the unpaid principal amount of any debt instrument) given as consideration, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iv) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and (v) the aggregate fair market value of all other consideration given by the Borrower or any

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Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, (A) the Equity Interests of the Borrower shall be valued (I) in the case of any Equity Interests then designated as a national market system security by the National Association of Securities Dealers, Inc. (“NASDAQ”) or listed on a national securities exchange, the average of the last reported bid and ask quotations or the last prices reported thereon, and (II) with respect to any other Equity Interests, as determined by the Board of Directors of the Borrower and, if requested by the Lender, determined to be a reasonable valuation by the independent public accountants referred to in Section 6.01(a), (B) the Equity Interests of any Subsidiary shall be valued as determined by the Board of Directors of such Subsidiary and, if requested by the Lender, determined to be a reasonable valuation by the independent certified public accountants referred to in Section 6.01(a), and (C) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.

“Hi-Mark” means Hi-Mark, LLC, a Delaware limited liability company.

“Hi-Mark Acquisition” means the acquisition by the Borrower of substantially all of the assets of Hi-Mark on the terms set forth in the Hi-Mark Asset Purchase Agreement (without any amendment to, or waiver of, any of the material terms or conditions thereof not approved by the Lender).

“Hi-Mark Asset Purchase Agreement” means the Asset Purchase Agreement dated as of December 7, 2006, among the Borrower, Hi-Mark, Hi-Mark Travel Systems, Inc., Integrated Profitmark Corporation, LLC, Kevin Austin, Diane Austin and Charles Bradsher.

“Hi-Mark Note” means the Promissory Note from the Borrower to Hi-Mark in an original aggregate principal amount of $7,000,000, which promissory note shall be in form and substance acceptable to the Lender.

“Hi-Mark Subordination Agreement” means an Intercreditor and Subordination Agreement dated as of the date of the Hi-Mark Note between Hi-Mark and the Lender, which agreement shall be in form and substance acceptable to the Lender.

“Measurement Period” means, with respect to any date, the most recently ended four consecutive fiscal quarter period of the Borrower for which financial statements have been or were required to have been delivered to the Lender pursuant to Section 6.01(a) or (b) on or prior to such date.

“Non-Financed Capital Expenditure” means a Capital Expenditure except to the extent paid for with the proceeds of casualty insurance or Indebtedness described in Section 7.03(b) or (e).

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“Pro Forma Basis” means, with respect to any transaction or event, to give effect to such transaction or event as if such transaction or event occurred on the first day of the applicable Measurement Period. Any such calculation shall be made in good faith by the Borrower pursuant to methodology satisfactory to the Lender and, upon request of the Lender, shall be set forth in an officer’s certificate furnished to the Lender showing such calculation (and the methodology used) in reasonable detail (with supporting schedules as to the results of operations of the Person or assets acquired, if applicable).

“(h) Acquisitions permitted by Section 7.15.”

“(f) the Seller Indebtedness, Permitted Parent Subordinated Indebtedness and, so long as the Hi-Mark Subordination Agreement is in effect, the Hi-Mark Note;”

“(e) the Borrower may repurchase shares of its common stock; provided, that (i) the amount of repurchases made pursuant to this clause (e) while this Agreement is in effect shall not exceed $10,000,000 in the aggregate, and (ii) the Borrower would have been in compliance with the covenants set forth in Section 7.13 as of the Measurement Period most recently ended after giving effect to such repurchase on a Pro Forma Basis.”

“(c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.20 to 1.00.”

“7.15 Acquisitions. Consummate any Acquisition, unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Borrower and its Subsidiaries, or substantially related or

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incidental thereto, (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition, (iii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquirer shall be the Borrower or a wholly-owned Subsidiary), (iv) after giving effect to such Acquisition, the aggregate Costs of Acquisition for all Acquisitions occurring on or after December 31, 2006 (other than the Hi-Mark Acquisition) shall not exceed $12,500,000, and (v) the Borrower would have been in compliance with the covenants set forth in Section 7.13 as of the Measurement Period most recently ended after giving effect to such Acquisition on a Pro Forma Basis.”

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[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

Exhibit A

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                 ,

To: Bank of America, N. A.

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 7, 2005 (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 TRX, INC., a Georgia corporation (the “Borrower”), and Bank of America, N.A. (the “Lender”).

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                      of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. [Attached hereto as Schedule 1 are the] [The] year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section [have been filed with the SEC and a link thereto is available on the Borrower’s website on the Internet at the website address listed on Schedule 9.02].

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. [Attached hereto as Schedule 1 are the] [The] unaudited financial statements required by Section 6.0 l(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date [have been filed with the SEC and a link thereto is available on the Borrower’s website on the Internet at the website address listed on Schedule 9.02]. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.]

—or—

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedule [1][2] attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of             ,         .

For the Month/Quarter/Year ended                      (“Statement Date”)

SCHEDULE [1][2]

TO THE COMPLIANCE CERTIFICATE

($ IN 000’S)

The Outstanding Amount of Loans under the Agreement have been reduced to $2,000,000 or less for at least [                    ] consecutive days during the fiscal quarter ended on the Statement Date.