Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 4, 2025 (February 4, 2025)

Global Business Travel Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-39576		98-0598290
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

666 3rd Avenue, 4th Floor

New York, New York 10017
(Address of principal executive offices) (Zip Code)

(646) 344-1290
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A common stock, par value of $0.0001 per share		GBTG		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry into a Material Definitive Agreement.

Amendment to Senior Secured Credit Agreement

On February 4, 2025 (the “Amendment Effective Date”), Global Business Travel Group, Inc. (the “Company”), GBT US III LLC (the “Initial Borrower”) and certain subsidiaries of the Company entered into an amendment (the “Amendment”) to that certain amended and restated credit agreement, dated as of July 26, 2024 (the “A&R Credit Agreement”), among the Company, the Initial Borrower, the lenders and letter of credit issuers from time to time party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent and as the collateral agent.

The primary purpose of the Amendment was to reprice the term loans outstanding under the A&R Credit Agreement.

After giving effect to the Amendment, the interest rate margin applicable to the replacement term loans (the “Refinancing Loans”) reduced by 0.50%. The Refinancing Loans will bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the A&R Credit Agreement, as amended by the Amendment), plus, as applicable, a margin of 2.50% per annum for SOFR-based Refinancing Loans (or 1.50% per annum for Base Rate-based Refinancing Loans).

Otherwise, the Refinancing Loans will have substantially the same terms as the existing term loans under the A&R Credit Agreement. The Refinancing Loans mature, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2031. Principal amounts outstanding are required to be repaid on a quarterly basis at an amortization rate of 1.00% per annum, with the balance due at maturity.

At the option of the Initial Borrower (upon prior written notice), the Refinancing Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1% of the principal amount of the Refinancing Loans subject to certain repricing transactions occurring prior to August 4, 2025 and (y) customary breakage costs in connection with certain prepayments of loans).

The Initial Borrower is also obligated to pay customary fees in connection with the Amendment.

The foregoing description of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description
10.1	Amendment No. 1, dated as of February 4, 2025, by and among Global Business Travel Group Inc., GBT US III LLC, the other loan parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(b)(2). The Company agrees to furnish supplementally a copy of such exhibits and schedules, or any section thereof, to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Global Business Travel Group, Inc.

By:	/s/ Eric J. Bock
	Name:	Eric J. Bock
	Title:	Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

Date: February 4, 2025

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1

dated as of February 4, 2025,

among

GBT US III LLC,
as the Initial Borrower,

GLOBAL BUSINESS TRAVEL GROUP, INC.,
as GBT,

THE OTHER LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO,

and

MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent and Collateral Agent

AMENDMENT NO. 1

This AMENDMENT NO. 1, dated as of February 4, 2025 (this “Amendment”), is entered into by and among GBT US III LLC, a Delaware limited liability company (the “Initial Borrower”), GLOBAL BUSINESS TRAVEL GROUP, INC., a Delaware corporation (“GBT”), the other LOAN PARTIES (as defined in the Credit Agreement (as defined below)) party hereto, each TERM B-1 LENDER (as defined below) party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and as Collateral Agent (as such terms are defined in the Credit Agreement).

RECITALS:

WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of July 26, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment No. 1 Effective Date (as defined below), the “Existing Credit Agreement” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among the Initial Borrower, GBT, any Additional Borrowers from time to time party thereto, the lenders and L/C issuers from time to time party thereto, the Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the respective meanings assigned thereto in the Existing Credit Agreement or the Credit Agreement, as applicable); and

WHEREAS, pursuant to Section 2.17 of the Existing Credit Agreement:

(i)             the Initial Borrower wishes to obtain Refinancing Amendment Debt in respect of all of the outstanding Restatement Date Term Loans under the Existing Credit Agreement, which Refinancing Amendment Debt will be Replacement Term Loans in the form of a new Class of term loans constituting Term B-1 Loans (as defined in the Credit Agreement) with identical terms as the Restatement Date Term Loans except with respect to the definition of “Applicable Rate” and as otherwise set forth in this Amendment, which will be made available on the Amendment No. 1 Effective Date, subject to the terms and conditions hereof and of the Existing Credit Agreement, as amended hereby, and which Term B-1 Loans shall constitute Term Loans for all purposes of the Credit Agreement and the other Loan Documents from and after the Amendment No. 1 Effective Date;

(ii)             the Person that executes and delivers a counterpart to this Amendment as the Additional Term B-1 Lender (the “Additional Term B-1 Lender”) has agreed to (i) make Term B-1 Loans (the “Additional Term B-1 Loans”) to the Initial Borrower in Dollars in the amount set forth opposite its name on Schedule I hereto (the “Additional Term B-1 Commitment”) and (ii) consent to this Amendment and the Credit Agreement, in each case, subject to satisfaction of the conditions set forth in Section 4;

(iii)             each existing Term Lender holding Restatement Date Term Loans under the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date that shall have executed and delivered a Lender Election substantially in the form of Schedule II hereto (a “Lender Election”) electing the “Cashless Settlement Option” (each such Term Lender a “Cashless Settlement Amendment No. 1 Term Lender”) has agreed to (i) exchange (which exchange, for the avoidance of doubt, shall be on a “cashless roll” basis) the entire aggregate principal amount (or such lesser amount as may be notified and allocated to such Cashless Settlement Amendment No. 1 Term Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date, with the difference between the current amount and the allocated amount to be prepaid on the Amendment No. 1 Effective Date) of Restatement Date Term Loans held by such Cashless Settlement Amendment No. 1 Term Lender immediately prior to the Amendment No. 1 Effective Date (the “Existing Cashless Settlement Term Loans”) for Term B-1 Loans of a like principal amount and (ii) consent to this Amendment and the Credit Agreement, in each case, subject to satisfaction of the conditions set forth in Section 4;

(iv)             each existing Term Lender holding Restatement Date Term Loans under the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date that shall have executed and delivered a Lender Election electing the “Assignment Settlement Option” (each such Term Lender a “Cash Settlement Amendment No. 1 Term Lender”, and together with the Cashless Settlement Amendment No. 1 Term Lenders, the “Rollover Amendment No. 1 Term Lenders”; the Rollover Amendment No. 1 Term Lenders, together with the Additional Term B-1 Lender, the “Term B-1 Lenders”) has agreed to (i) (x) have the entire aggregate principal amount of Restatement Date Term Loans held by such Cash Settlement Amendment No. 1 Term Lender immediately prior to the Amendment No. 1 Effective Date (the “Existing Cash Settlement Term Loans” and, together with the Existing Cashless Settlement Term Loans, the “Existing Term Loans”) prepaid by the Initial Borrower on the Amendment No. 1 Effective Date and (y) purchase by assignment Term B-1 Loans of a like principal amount (or such lesser amount as may be notified and allocated to such Cash Settlement Amendment No. 1 Term Lender by the Administrative Agent) and (ii) consent to this Amendment and the Credit Agreement, in each case, subject to satisfaction of the conditions set forth in Section 4; and

(v)             each existing Term Lender holding Restatement Date Term Loans under the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date that does not execute a Lender Election shall have the entire aggregate principal amount of its Restatement Date Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date prepaid by the Initial Borrower on the Amendment No. 1 Effective Date.

WHEREAS, contemporaneously with the effectiveness of the Term B-1 Loans on the Amendment No. 1 Effective Date and pursuant to Section 2.17 of the Existing Credit Agreement, the Initial Borrower wishes to make certain amendments to the Existing Credit Agreement to effect the provisions of Section 2.17 of the Existing Credit Agreement in connection with the incurrence of the Term B-1 Loans;

WHEREAS, Morgan Stanley Senior Funding, Inc. will act as the sole lead arranger with respect to the Term B-1 Loans (in such capacity, the “Amendment No. 1 Lead Arranger”);

WHEREAS, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, UBS Securities LLC and Wells Fargo Securities, LLC will act as joint bookrunners with respect to the Term B-1 Loans (in such capacity, collectively, the “Amendment No. 1 Joint Bookrunners”); and

WHEREAS, immediately prior to the Amendment No. 1 Effective Date, the Initial Borrower is hereby notifying the Administrative Agent pursuant to Section 2.17 of the Existing Credit Agreement that it is requesting the establishment and Borrowing of Replacement Term Loans in the aggregate principal amount specified in the Committed Loan Notice delivered pursuant to Section 4(d) below to refinance all of the outstanding Restatement Date Term Loans under the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Amendments. Effective as of the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.

Term B-1 Loans.

(a)             Pursuant to Section 2.17 of the Existing Credit Agreement, on the Amendment No. 1 Effective Date (i) each Cashless Settlement Amendment No. 1 Term Lender agrees to exchange (which exchange, for the avoidance of doubt, shall be on a “cashless roll” basis) the entire aggregate principal amount (or such lesser amount as may be notified and allocated to such Cashless Settlement Amendment No. 1 Term Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date, with the difference between the current amount and the allocated amount to be prepaid on the Amendment No. 1 Effective Date) of its Existing Cashless Settlement Term Loans into Term B-1 Loans of a like principal amount, (ii) each Cash Settlement Amendment No. 1 Term Lender agrees to (x) have the entire aggregate principal amount of its Existing Cash Settlement Term Loans prepaid by the Borrower on the Amendment No. 1 Effective Date and (y) purchase by assignment Term B-1 Loans of a like principal amount (or such lesser amount as may be notified and allocated to such Cash Settlement Amendment No. 1 Term Lender by the Administrative Agent) and (iii) the Additional Term B-1 Lender agrees to make Term B-1 Loans to the Initial Borrower in Dollars in the amount set forth opposite its name on Schedule I hereto under the heading “Additional Term B-1 Commitment”.

(b)             The Additional Term B-1 Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Lead Arranger, the Amendment No. 1 Joint Bookrunners, any other Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, a Term B-1 Lender and/or a Term Lender, as applicable.

(c)             Upon (i) the execution of a counterpart of this Amendment by the Additional Term B-1 Lender, the Administrative Agent, GBT and the Initial Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, the Additional Term B-1 Lender party to this Amendment shall become a Lender, a Term B-1 Lender and a Term Lender under the Credit Agreement and shall have the Additional Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 1 Effective Date.

(d)             The Initial Borrower shall use the proceeds of the Term B-1 Loans made on the Amendment No. 1 Effective Date in accordance with Sections 2.05(b)(iii) and 2.17 of the Existing Credit Agreement to (i) refinance in full the existing Restatement Date Term Loans (together with any accrued but unpaid interest and fees thereon) and (ii) pay fees, costs and expenses in connection with the Term B-1 Loans.

(e)             The Maturity Date of the Term B-1 Loans shall be the seventh anniversary of the Restatement Date (the “Term B-1 Loan Maturity Date”); provided that if such day is not a Business Day, such Maturity Date shall be the Business Day immediately preceding such day.

(f)             Subject to the terms and conditions set forth herein, effective as of the Amendment No. 1 Effective Date, for all purposes of the Loan Documents, (i) the Additional Term B-1 Commitment shall constitute a “Term Commitment”, (ii) the Additional Term B-1 Loans and the Exchanged Amendment No. 1 Term Loans (as defined in the Credit Agreement), both of which are Term B-1 Loans, shall constitute “Term Loans” and “Replacement Term Loans” of a single fungible Class and (iii) the Additional Term B-1 Lender shall constitute a “Term Lender”, a “Term B-1 Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding an Additional Term B-1 Commitment (or, following the making of a Term B-1 Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis.

(g)             The Borrowing of the Term B-1 Loans will be a SOFR Borrowing with an initial Interest Period beginning on the Amendment No. 1 Effective Date and ending on April 26, 2025. Amounts borrowed pursuant to this Amendment and repaid or prepaid may not be reborrowed.

Conditions Precedent to the Amendment No. 1 Effective Date. This Amendment, and the obligation of the Term B-1 Lenders party hereto to make the Term B-1 Loans, shall become effective on the date on which each of the following conditions is satisfied (the “Amendment No. 1 Effective Date”):

(a)

the Administrative Agent (or its counsel) shall have received from each of the Initial Borrower, the other Loan Parties party hereto, the Administrative Agent and each of the Term B-1 Lenders, either (i) a counterpart of this Amendment signed on behalf of such party (including, in the case of each Rollover Amendment No. 1 Term Lender, a Lender Election) or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (including, in the case of each Rollover Amendment No. 1 Term Lender, a Lender Election);

(b)

the Administrative Agent (or its counsel) shall have received for each Loan Party a certificate of the secretary, assistant secretary, director, managing director (where applicable) or other authorized signatory of such Loan Party dated as of the Amendment No. 1 Effective Date, certifying:

(i)

as to copies of each Organizational Document of such Loan Party certified, to the extent customary in the applicable jurisdiction, as of a recent date by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation, as applicable, being in full force and effect without modification or amendment;

(ii)

as to copies of signature and incumbency certificates of the Responsible Officers or other authorized signatories of such Loan Party executing this Amendment and any other Loan Documents to be executed by such Loan Party in connection herewith being in full force and effect without modification or amendment;

(iii)

as to copies of resolutions (or excerpts thereof) of the board of directors or similar governing body or the shareholders or a certificate of a director of such Loan Party, to the extent applicable or customary in the relevant jurisdiction (x) approving and authorizing (or evidencing the approval and authorization of) the execution, delivery (to the extent applicable) and performance of this Amendment and any other Loan Documents to be executed by such Loan Party in connection herewith and the guarantees of the Obligations and the security granted therefor, and (y) in the case of the Initial Borrower, the extensions of credit contemplated hereby and incurrence of the other Obligations in connection herewith being in full force and effect without modification or amendment;

(iv)

as to copies of a good standing certificate (to the extent available, or such other customary functionally equivalent certificates, in each case, if customary in the applicable jurisdiction) of such Loan Party as of a recent date, from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation, as applicable, being in full force and effect without modification or amendment;

(v)

in the case of GBT, as to the solvency of GBT and its Subsidiaries (on a consolidated basis) on the Amendment No. 1 Effective Date (which certificate shall be substantially in the form of Exhibit N to the Existing Credit Agreement); and

(vi)

in the case of the Loan Parties that are not organized or incorporated in the United States, a state or territory thereof or the District of Columbia, that the borrowing, guarantee, or granting of Liens with respect to the Term B-1 Loans (after giving effect to the incurrence of the Term B-1 Loans) or any of the other Obligations would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded;

(c)

the Administrative Agent, the Collateral Agent and the Term B-1 Lenders (or their counsel) shall have received the following opinions dated as of the Amendment No. 1 Effective Date, in each case, addressed to the Administrative Agent, the Collateral Agent and the Term B-1 Lenders, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Term B-1 Lenders and covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent, the Collateral Agent or the Term B-1 Lenders shall reasonably request prior to the Amendment No. 1 Effective Date:

(i)

Skadden, Arps, Slate, Meagher & Flom LLP, as special New York and Delaware counsel for the Loan Parties;

(ii)

Loyens & Loeff, as special Dutch counsel for the Loan Parties;

(iii)

Simpson Thacher & Bartlett LLP, as special English counsel for the Agents;

(iv)

Walkers (Jersey) LLP, as special Jersey counsel for the Agents; and

(v)

Fennemore Law, as special Nevada counsel for the Loan Parties;

(d)

the Administrative Agent (or its counsel) shall have received a Committed Loan Notice relating to the borrowing of the Term B-1 Loans;

(e)

the representations and warranties of the Initial Borrower and each other Loan Party contained in Section 5 below shall be true and correct in all material respects as of the Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(f)

no Default or Event of Default shall exist or would result from the effectiveness of this Amendment or from the Credit Extensions proposed to be made on the Amendment No. 1 Effective Date pursuant to this Amendment or from the application of the proceeds therefrom;

(g)

the Term B-1 Lenders shall have received all documentation and other information about the Initial Borrower and the Guarantors as has been reasonably requested in writing by the Term B-1 Lenders at least five (5) days prior to Amendment No. 1 Effective Date that the Term B-1 Lenders reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act;

(h)

the Administrative Agent and the Term B-1 Lenders (or their counsel) shall have received a certificate, dated as of the Amendment No. 1 Effective Date and signed by a Responsible Officer of the Initial Borrower confirming the applicable requirements of Sections 5(e) and 5(f) above have been satisfied as of the Amendment No. 1 Effective Date;

(i)

the Administrative Agent (or its counsel) shall have received from the Initial Borrower, in accordance with Section 2.05 of the Existing Credit Agreement, a notice of prepayment with respect to the prepayment on the Amendment No. 1 Effective Date of all the outstanding Restatement Date Term Loans;

(j)

all fees under the Engagement Letter (as defined below) shall have been paid by the Initial Borrower to the Term B-1 Lenders and the Amendment No. 1 Lead Arranger, as applicable, and all reasonable and documented out-of-pocket expenses of the Term B-1 Lenders, the Amendment No. 1 Lead Arranger and the Administrative Agent incurred in connection with this Amendment and invoiced to the Initial Borrower prior to the Amendment No. 1 Effective Date shall have been paid by the Initial Borrower; and

(k)

all (i) Existing Term Loans shall have been repaid in full, (ii) accrued and unpaid interest and fees to (but not including) the Amendment No. 1 Effective Date in respect of the Existing Term Loans that are outstanding under the Existing Credit Agreement shall have been paid by the Initial Borrower to the Administrative Agent for the account of the relevant Restatement Date Term Lenders and (iii) to the extent invoiced, amounts payable pursuant to Sections 2.19(h) and/or 3.05 of the Existing Credit Agreement to any Restatement Date Term Lenders that do not become Rollover Amendment No. 1 Term Lenders on the Amendment No. 1 Effective Date in accordance herewith shall have been paid by the Initial Borrower to the Administrative Agent for the account of such Restatement Date Term Lenders, in each case, such payments to be made with the cash proceeds of the Term B-1 Loans to be made on the Amendment No. 1 Effective Date (or, in the case of the Existing Cashless Settlement Term Loans, via cashless roll, as set forth herein and in the Credit Agreement) and other funds available to the Borrower.

For purposes of determining compliance with the conditions specified in this Section 4, each of the Term B-1 Lenders shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such party unless the Administrative Agent shall have received written notice from such party prior to the Amendment No. 1 Effective Date specifying its objection thereto.

Representations and Warranties. As of each of the Amendment No. 1 Effective Date, each Loan Party hereby represents and warrants to the Administrative Agent and each Term B-1 Lender that:

(a)

such Loan Party (i) is duly incorporated, organized or formed, as applicable, and validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority to execute, deliver and perform its obligations under this Amendment;

(b)

the execution, delivery and performance by such Loan Party of this Amendment and the consummation by such Loan Party of the transactions contemplated hereby are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not (i) conflict with or contravene the terms of any of such Person’s Organizational Documents, (ii) result in any breach or contravention of, or the creation of any Lien under (other than under the Loan Documents and other Liens permitted by the Credit Agreement), (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any conflict, breach, contravention or violation (but not creation of Liens) referred to in clause (ii) or (iii), to the extent that such conflict, breach, contravention or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(c)

no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, such Loan Party of this Amendment, or (ii) the grant by such Loan Party of the Liens granted by it pursuant to the Collateral Documents or the perfection of the Liens created under the Collateral Documents, except for (x) filings or registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, (y) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been (A) duly obtained, taken, given or made and are in full force and effect or (B) set out as qualifications or reservations in any legal opinions delivered in connection with this Amendment and/or the other Loan Documents, and (z) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(d)

such Loan Party has duly executed and delivered this Amendment, and this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought, (iii) the making or the procuring of the appropriate registration, filings, endorsements, notarizations, stampings or notifications of the Loan Documents as specifically contemplated by the relevant Loan Document, (iv) the time barring of claims under applicable law and defences of set-off or counterclaim, and/or (v) any matters which are set out as qualifications or reservations in any legal opinions delivered to the Secured Parties under or in connection with this Amendment and/or the other Loan Documents; and

(e)

immediately after giving effect to the Amendment No. 1 Effective Date and the incurrence of the Term B-1 Loans, (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects and (ii) after giving effect to this Amendment, no Default or Event of Default exists or will result from the consummation of this Amendment and the transactions contemplated hereby.

Reaffirmation of the Loan Parties; Reference to and Effect on the Credit Agreement and the other Loan Documents.

(a)

Each Loan Party hereby consents to the amendments to the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents, in each case, as and to the extent provided in the Loan Documents. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force.

(b)

For greater certainty and without limiting the provisions of Section 6(a) above, each Loan Party hereby also confirms that, as of and after the Amendment No. 1 Effective Date, the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents shall also extend to all Obligations in respect of the Term B-1 Loans as and to the extent provided in the Loan Documents.

(c)

Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Loan Party or any Agent or Lender under, the Existing Credit Agreement or any of the other Loan Documents.

(d)

As of and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement as amended, supplemented and otherwise modified by this Amendment.

Recordation of the New Loans. Upon the Amendment No. 1 Effective Date, the Administrative Agent will record the Term B-1 Loans provided by each Term B-1 Lender in the Register.

Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except (i) prior to the Amendment No. 1 Effective Date, pursuant to a written agreement signed by each of the parties hereto and (ii) from and after the Amendment No. 1 Effective Date, as permitted by the relevant provisions of the Credit Agreement.

Entire Agreement. This Amendment, the other Loan Documents and the engagement letter dated as of the date hereof by and between the Initial Borrower and Morgan Stanley Senior Funding, Inc. in connection herewith (the “Engagement Letter”) constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Nothing in this Amendment or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Amendment or the other Loan Documents (other than as set forth in Section 10.07(a) of the Credit Agreement). This Amendment shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid on or prior to the Amendment No. 1 Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

10.

GOVERNING LAW. THIS AMENDMENT SHALL BE governed by, AND CONSTRUED IN ACCORDANCE WITH, the law of the State of New York. The provisions of Section 10.14 of the Existing Credit Agreement are incorporated herein by reference, mutatis mutandis.

11.

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.

Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each party hereto that has executed this Amendment through electronic means represents and warrants to the other parties hereto that it has the requisite corporate or other organizational capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in such party’s constitutive documents. Except as provided in Section 4 hereof, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of the Loan Parties as of the date hereof, the Administrative Agent and each Term B-1 Lender (including, in the case of each Rollover Amendment No. 1 Term Lender, a Lender Election) , and thereafter shall be binding in accordance with the terms hereof upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery to the Administrative Agent by any Lender of an executed counterpart of a signature page to this Amendment (including, in the case of each Rollover Amendment No. 1 Term Lender, a Lender Election) shall constitute such Person’s irrevocable consent to each of the amendments to the Credit Agreement set forth herein, which irrevocable consent shall be binding (a) on such Person’s successors and assigns in accordance with the terms hereof, notwithstanding the occurrence of any assignment of or succession in interest to such Person’s Loans and/or Commitments prior to the occurrence of the Amendment No. 1 Effective Date and (b) with respect to any Loans and/or Commitments held by such Person on the date such Person delivers its executed counterpart of a signature page to this Amendment (including, in the case of each Rollover Amendment No. 1 Term Lender, a Lender Election) or thereafter acquired by such Person.

13.

Costs and Expenses. The Initial Borrower shall pay all reasonable and documented out-of-pocket costs and expenses (including without limitation the reasonable and documented expenses of counsel) incurred by the Term B-1 Lenders, the Administrative Agent, the Amendment No. 1 Lead Arranger and the Amendment No. 1 Joint Bookrunners in connection with this Amendment. Such payment of costs shall be made on the Amendment No. 1 Effective Date, as provided in the conditions to the Amendment No. 1 Effective Date, and if and to the extent for any reason such costs and expenses are not paid on the Amendment No. 1 Effective Date then the same shall be paid within one (1) Business Day of demand therefor after the Amendment No. 1 Effective Date.

14.

WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 14 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

15.

Loan Document.

(a)

As of and after the Amendment No. 1 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(b)

As of and after the Amendment No. 1 Effective Date, this Amendment shall also constitute a “ Refinancing Amendment” for all purposes of the Credit Agreement and the other Loan Documents.

16.

Arrangers and Bookrunners. The provisions of Section 9.12 of the Existing Credit Agreement are incorporated herein by reference and shall apply with respect to the Amendment No. 1 Lead Arranger and the Amendment No. 1 Bookrunners, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

BORROWER:

GBT US III LLC

By:	/s/ Eric J. Bock
	Name:	Eric J. Bock
	Title:	Authorized Signatory

GUARANTORS:

GLOBAL BUSINESS TRAVEL GROUP, INC.

By:	/s/ Eric J. Bock
	Name:	Eric J. Bock
	Title:	Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

GBT US LLC

By:	/s/ Eric J. Bock
	Name:	Eric J. Bock
	Title:	Authorized Signatory

HOGG ROBINSON USA HOLDINGS LLC

By:	/s/ Eric J. Bock
	Name:	Eric J. Bock
	Title:	Authorized Signatory