CONSUMER SERVICES OPERATING AGREEMENT by and between American Express Travel Related Services Company, Inc. and GBT III B.V. Dated as of June 30, 2014Consumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This CONSUMER SERVICES OPERATING AGREEMENT, dated as of June 30, 2014 (the “Effective Date”), is entered into by American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”) and GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) (each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement have the respective meanings assigned to them in Section 1.01.
THIRD AMENDMENT TO CONSUMER SERVICES OPERATING AGREEMENTAgreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This Third Amendment (this “Amendment”), dated as of November 19, 2019 (the “Second Amendment Effective Date”), is by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), and amends the Consumer Services Operating Agreement, dated as of June 30, 2014, as amended by the First Amendment to Consumer Services Operating Agreement, dated as of December 31, 2015, and the Second Amendment to Consumer Services Operating Agreement, dated as of July 24, 2017 (together, and as such agreement may be amended from time to time, the “CS Agreement”) by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the CS Agreement.
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”) is effective as of [DE-SPAC CLOSING DATE], (the “Effective Date”) by and among American Express Travel Related Services Company, Inc., a New York corporation (“Licensor”) and GBT Travel Services UK Limited, a limited liability company organized under the laws of England and Wales (“Licensee”) (Licensor and Licensee each a “Party” and collectively the “Parties”), and (i) solely for the purposes of Section 1.2, GBT JerseyCo Limited, a limited liability company organized under the laws of Jersey (“GBT Jersey”), (ii) solely for the purposes of Section 1.3 and Section 3.1(c)(i), GBT US LLC, a Delaware limited liability company (“GBT US”), (iii) solely for the purposes of Section 1.2, Section 2.1(c)(i) and Section 13.4, Global Business Travel Group, Inc., a Delaware corporation (“GBT Holdco”), and (iv) solely for the purposes of Section 1.3, GBT III B.V., a private company with limited liability organized under the laws
FIFTH AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTLifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Fifth Amendment (this “Amendment”), dated and effective as of January 1, 2020 (the “Amendment Effective Date”), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), which amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018, and by the Third Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of March 29, 2019, and by the Fourth Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of April, 2019, (collectively, the “Agreement”) by and betwee
FOURTH AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTLifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Fourth Amendment (this "Amendment"), effective as of April 29, 2019 (the "Amendment Effective Date"), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex"), amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018, and the Third Amendment effective March 29, 2019 (as such agreement may be further amended from time to time, the "TLOA") by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.
AMENDMENT NO. 7 TO TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTLifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This AMENDMENT NO. 7 (“Amendment”) effective as of [DE-SPAC CLOSING DATE], 2022 (the “Amendment No. 7 Effective Date”) by and among American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT III B.V.”) and GBT Travel Services UK Limited, a private limited company organized under the laws of the United Kingdom (“GBT UK”) (each, individually, a “Party” and, together, the “Parties”), amends and supplements that certain Travel & Lifestyle Services Operating Agreement by and among Amex and GBT III B.V., dated as of June 30, 2014 (as amended by this Amendment and as has been or may be further amended from time to time hereinafter, collectively, the “Agreement”).
SECOND AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTServices Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Second Amendment (this "Amendment"), effective as of December 31, 2018 (the "Amendment Effective Date") by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex") amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015 (as such agreement may be further amended from time to time, the "LTOA") by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.
TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENT by and between AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. and GBT III B.V. Dated as of June 30, 2014Lifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENT, dated as of June 30, 2014 (the "Effective Date"), is entered into by American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex"), and GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco") (each a "Party" and collectively the "Parties"). Capitalized terms used in this Agreement have the respective meanings assigned to them in Section 1.01.
SIXTH AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTLifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Sixth Amendment (this "Amendment"), dated and effective as of March 21, 2020 (the "Amendment Effective Date"), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex"), which amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018, and by the Third Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of March 29, 2019, and by the Fourth Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of April, 2019, and by the Fifth Amendment, effective as of Ja
SECOND AMENDMENT TO CONSUMER SERVICES OPERATING AGREEMENTSecond Amendment • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This Second Amendment (this “Second Amendment”), dated as of July 24, 2017, and effective as of April 1, 2017 (the “Second Amendment Effective Date”), is by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), and amends the Consumer Services Operating Agreement, dated as of June 30, 2014, as amended by the First Amendment, dated as of December 31, 2015 (such agreement, as may be amended from time to time, the “CS Agreement”), in each case as entered into by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the CS Agreement.
FIRST AMENDMENT TO CONSUMER SERVICES OPERATING AGREEMENTConsumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This First Amendment (this “Amendment”), dated as of December 31, 2015 (the “First Amendment Effective Date”), is by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), and amends the Consumer Services Operating Agreement, dated as of June 30, 2014 (as such agreement may be amended from time to time, the “CS Agreement”) by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the CS Agreement.
AMENDMENT NO. 1 TO GLOBAL COMMERCIAL SERVICES OPERATING AGREEMENTGlobal Commercial Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This AMENDMENT NO. 1 (“Amendment”) effective as of [DE-SPAC CLOSING DATE], 2022 (the “Amendment No. 1 Effective Date”) by and among American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT III B.V.”) and GBT Travel Services UK Limited, a private limited company organized under the laws of the United Kingdom (“GBT UK”) (each, individually, a “Party” and, together, the “Parties”), amends and supplements that certain Global Corporate Payments Operating Agreement by and between Amex and GBT III B.V., dated as of June 30, 2014 (as amended by this Amendment and as has been or may be further amended from time to time hereinafter, the “Agreement”).
AMENDMENT NO. 4 TO CONSUMER SERVICES OPERATING AGREEMENTConsumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This AMENDMENT NO. 4 (“Amendment”) effective as of [DE-SPAC CLOSING DATE], 2022 (the “Amendment No. 4 Effective Date”) by and among American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT III B.V.”) and GBT Travel Services UK Limited, a private limited company organized under the laws of the United Kingdom (“GBT UK”) (each, individually, a “Party” and, together, the “Parties”), amends and supplements that certain Consumer Services Operating Agreement by and among Amex and GBT III B.V., dated as of June 30, 2014 (as amended by this Amendment and as has been or may be further amended from time to time hereinafter, collectively the “Agreement” or “CS Agreement”).
FIRST AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTLifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This First Amendment (this “Amendment”) effective as of January 1, 2015 (the “Amendment Effective Date”) by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”) amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014 (as such agreement may be amended from time to time, the “Agreement”) by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
THIRD AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTLifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This. Third Amendment (this "Amendment"), effective as of March 29, 2019 (the "Amendment. Effective Date"), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American. Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex"), amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended-by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018 (as such agreement may be further amended from time to time, the "TLOA") by and between GHT Holdco and Amex. Capitalized terms used but not defined herein shall have-the respective meanings set forth in the Agreement.
GLOBAL CORPORATE PAYMENTS OPERATING AGREEMENT by and between American Express Travel Related Services Company, Inc. and GBT III B.V. Dated as of June 30, 2014Global Corporate Payments Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This GLOBAL CORPORATE PAYMENTS OPERATING AGREEMENT, dated as of June 30, 2014 (the “Effective Date”), is entered into by American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”) and GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) (each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement have the respective meanings assigned to them in Section 1.01.
