Exhibit 10.29.1


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED
FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]”
INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


Execution Version


 


FIRST AMENDMENT TO


THE TRAVEL & LIFESTYLE SERVICES OPERATING
AGREEMENT


 


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.


 


WHEREAS, the Parties have reached an agreement
governing Amex’s access, process and settlement with respect to a Net Fares program and wish to amend the Agreement to define and
document the specific Net Fare program support that GBT Holdco shall provide to Amex and the consideration Amex shall pay GBT Holdco in
connection therewith.


 


NOW, THEREFORE, in consideration of the promises
and the mutual agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the Parties hereby agree as follows:


 


Section 1.     Section 1.01 of the Agreement
is hereby amended to add the following definitions in their correct alphabetical order:


 


“Additional TLS Net Fares” has
the meaning ascribed to it in Section 2.02(b).


 


“Net Fare Air Sales” means,
for any calendar month and/or calendar year of the Net Fare Support Period, the aggregate base fare amount of all Net Fares obtained by
GBT Holdco for Amex and/or the TLS Business (but excluding the TLS Reps) and sold or otherwise provided by Amex to its Customers and Clients
during the applicable calendar month or calendar year based on invoice Data. For the avoidance of doubt, the term “Net Fare Air
Sales” does not include [***] that may be included in any Net Fare itinerary and does not include [***] received by Amex and/or
the TLS Business from air carriers and sold programs operated by Amex and/or the TLS Business, including the International Airline Program.


 


“Net Fare Support Fee” has the
meaning ascribed to it in Section 2.02(d).


 


“Net Fare Support Period” means
the period beginning on January 1, 2015 and ending on the date when Amex’s termination of the Net Fares support shall become effective
pursuant to Section 2.02(f).


 






     


     


    

 


Section 2.     Section 2.02 of the Agreement
is hereby deleted in its entirety and replaced by the following:


 


SECTION 2.02     Net
Fares.


 


(a)       Provision
of Net Fares. During the Net Fare Support Period, subject to the consent of the Suppliers providing such Net Fares, GBT Holdco hereby
agrees to provide Amex and the TLS Business (but excluding the TLS Reps) access, including through the use by Amex or the TLS Business
of GBT Holdco’s proprietary systems and Data, on a global basis, to all Net Fares obtained by GBT Holdco for the GBT Business in
accordance with the following:


 


(i)       With
respect to Net Fares distributed by Amex where payment is made in the form of Membership Rewards® points (e.g., [***] fares provided
through the Membership Rewards Insider Fares Program): (x) the merchant of record for such transaction will be the marketing airline;
(y) Amex will make any necessary payments directly to the marketing airline [***]; and (z) Amex will determine, in its sole discretion,
the number of Membership Rewards points to be [***] such fares.


 


(ii)       With
respect to any other Net Fares distributed by Amex: (A) Amex and/or the TLS Business will each have the right, in their sole discretion,
[***] any such Net Fares provided [***]; and (B) the merchant of record for these transactions shall be either (x) the TLS Business
(or another Affiliate of Amex), in which case Amex shall pay directly any necessary merchant fees associated with these transactions,
or (y) GBT Holdco, in which case Amex will compensate GBT Holdco for the actual, out-of-pocket expense incurred by GBT Holdco in connection
with these transactions (limited to merchant fee expense and debit memo or other reconciliation expense associated with bookings executed
by the TLS Business) in each calendar month of the Net Fare Support Period, in arrears, subject to GBT Holdco providing detailed records
to Amex showing such costs.


 


(iii)       GBT
Holdco shall not request any other conditions, stipulations or restrictions on any such access or sale rights, except and solely to the
extent necessary for GBT Holdco to comply with the same access conditions, stipulations or restrictions imposed on GBT Holdco by the applicable
Supplier.


 


(iv)       GBT
Holdco and Amex shall meet quarterly to evaluate the performance of the Net Fares program.


 


(b)       Additional
TLS Net Fares. Notwithstanding anything in this Agreement to the contrary, Amex may, on behalf of itself but not any TLS Reps,
request that GUT Holdco negotiate additional, specific Net Fares with one or more Suppliers in one or more geographies or regions
that are not already provided by GBT Holdco or Suppliers to Amex through a Supplier Agreement negotiated by GBT Holdco (“Additional
TLS Net Fares”). If GBT Holdco accepts such request in writing, it shall use commercially reasonable efforts to obtain
such Additional TLS Net Fares on behalf of Amex within ninety (90) days of receiving Amex’s original request. If GBT Holdco
declines such request, does not agree with such request in writing within thirty (30) days of receiving the original request from
Amex or fails to deliver the Additional TLS Net Fares within ninety (90) days of receiving Amex’s original request, then,
notwithstanding any exclusivity provisions hereof, Amex may in each case, in its sole discretion, negotiate directly on behalf of
itself and any TLS Reps and enter into any Contract with any Supplier with respect to such Additional TLS Net Fares, without GBT
Holdco being a party or a beneficiary thereto.


 



    2


     


    

 





(c)       [***]


 


(d)       Net
Fare Management and Technology Support. At all times while GBT Holdco is providing Net Fares or Additional TLS Net Fares to Amex pursuant
to this Section 2.02, Amex shall reimburse GBT Holdco for the following actual costs incurred by GBT Holdco to directly support the technological
and management aspects of the acquisition and distribution of Net Fares for Amex and/or the TLS Business: (x) an amount not to [***] of
the Net Fare Support Period for one (1) full-time employee of GBT Holdco; and (y) if agreed to by Amex and GBT Holdco in advance on an
annual basis (after reviewing the then-current resources of GBT Holdco to support the technological and management aspects of the acquisition
and distribution of Net Fares or Additional TLS Net Fares, including, without limitation, the employee referred to in the foregoing subclause
(x)), an amount [***] of the Net Fare Support Period for one (1) contractor to be hired by GM’ Holdco (collectively, the “Net
Fare Support Fee”); provided however that in the event that the Parties do not agree upon the need for an additional
contractor resource for any given year, GBT Holdco will assess and advise Amex and the TLS Business of any resulting risk that GBT Holdco
may be unable to provide full support to Amex and the TLS Business relating to the provision of Net Fares pursuant to this Agreement.


 


(e)        No
Further Compensation. The foregoing Net Fat Support Fee and Net Fares Commission, if any, shall be the sole and exclusive amounts
that may become owed to GBT Holdco for the provision of any Net Fares or Additional TLS Net Fares to Amex hereunder.


 


(f)       Net
Fares Support Termination. Commencing on September 1, 2016, Amex will have right but not the obligation, in its sole discretion, to
terminate any Net Fares support provided by GBT Holdco hereunder by sending GBT Holdco a written termination notice. Such termination
shall become effective either on the date that is ninety (90) days following receipt of the termination notice by GBT Holdco or such later
date which may be provided for in the termination notice. Upon receipt of such termination notice, Amex shall be permitted to negotiate
directly, on behalf of itself and/or any TLS Reps, and enter into any Contract, with any Supplier with respect to Net Fares without GBT
Holdco being a party or beneficiary thereto. In the event of such a termination, GBT Holdco will have no further obligation to provide
Amex with Net Fares and the TLS Business will no longer be able to utilize GBT Holdco’s systems to the extent used to price, markup
or load Net Fares, unless the Parties expressly agree otherwise in writing (it being understood however. that any rights to access
GBT Holdco’s systems of Amex, the TLS Business and/or TLS Reps for any other purposes shall continue unchanged throughout the Term).


 


Section 3.     Section 2.07(a) of the Agreement
is hereby amended by adding the following paragraph at the end thereof:


 


Without limiting the foregoing, for any given
calendar month of the Net Fare Support Period, GBT Holdco will provide Amex with monthly reporting on Net Fare Air Sales by Supplier
and by point-of-sale, promptly following the end of such month (it being understood that such reporting will begin to be provided
within 60 days after the Parties agree upon the format, layout, and content of such reports). Upon Amex’s request, GBT Holdco shall
also promptly provide Amex and/or the TLS. Business with the terms of any Net Fare or Additional TLS Net Fare Contract under which content
is provided to Amex or the TLS Business pursuant to this Agreement.


 






    3


     


    

 


Section 4.     Section 6.05(b) of the Agreement
is hereby amended by adding “Section 2.02” between “Section 1.02” and “Section 2.06”


 


Section 5.     Except
as specifically stated in this Amendment, the Agreement remains in full force and effect and is not modified or amended hereby and no
rights or remedies thereunder are waived hereby. For the avoidance of doubt, the new compensation structure introduced herein shall apply
only to Net Fares and shall under no circumstances be extended to any other services provided by GBT Holdco to Amex, the TLS Business
or the TLS Reps under the Agreement.


 


Section 6.     This Amendment may be executed
in one or more counterparts, and by the Parties in separate counterparts, each of which, when executed, shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement. Electronic delivery of an executed counterpart of a signature
page to this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment.


 


[Remainder of page intentionally left blank]


 






    4


     


    

 


IN WITNESS WHEREOF, Amex and GBT Holdco have caused
this Amendment to be executed and delivered as of the date and year first written above.


 


	AMEX:	
    AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New
    York corporation

	 
	 	 
	 	By:	/s/ Lisa Durocher              
	 	Name: Lisa Durocher
	 	Title: Senior Vice President Marketing Services
	 	Card Products and Benefits
	 	 
	GBT HOLDCO;	GBT Ill B.V., a Netherlands private company with limited liability
	 	 
	 	By:	 /s/ William H. Glen
	 	Name: William H. Glen
	 	Tide: President and Chief Executive Officer


 


Signature Page to First Amendment to the Travel & Lifestyle Services
Operating Agreement


 



    5