Exhibit 10.29.7


 


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.


 


AMENDMENT NO. 7


 


TO


 


TRAVEL & LIFESTYLE
SERVICES OPERATING AGREEMENT


 


 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”).


 


WITNESSETH


 


WHEREAS,
Amex and GBT III B.V. entered into the Agreement, pursuant to which GBT III B.V. performs certain services, obligations and other responsibilities
undertaken by the GBT Business prior to the Amendment No. 7 Effective Date in order to enable Amex, the TLS Business and the TLS
Reps, to continue their respective operations and perform their respective on-going services, obligations and responsibilities to their
respective Clients and Customers;


 


WHEREAS,
in connection with a corporate restructuring, among other things, GBT III B.V. became an indirect wholly owned subsidiary of GBT JerseyCo
Limited, a company limited by shares incorporated under the laws of Jersey (“GBT Jersey”); and


 


WHEREAS, in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as
of December 2, 2021 (the “BCA”), by and between GBT Jersey and Apollo Strategic Growth Capital, a Cayman Islands exempted
company (“Acquiror”), pursuant to which, among other things, Acquiror will migrate to Delaware and domesticate as Global Business
Travel Group, Inc., a Delaware corporation, a direct parent of GBT Jersey and an indirect parent of GBT UK (“GBT Pubco”) whose
shares will be publicly traded, Amex, GBT III B.V. and GBT UK, in accordance with Section 8.02 of the Agreement, desire to amend the Agreement
as set forth herein to reflect certain understandings. 


 


NOW,
THEREFORE, in consideration of the promises and covenants set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows:


 


1.             Assignment
and Assumption. Effective as of the Amendment No. 7 Effective Date, (a) GBT III B.V. hereby assigns to GBT UK all of its
rights, duties and obligations under the Agreement, and (b) GBT UK hereby assumes all rights and agrees to perform all duties and
obligations of GBT III B.V. under the Agreement whether arising or accruing prior to or from and after the Amendment No. 7 Effective
Date. Amex hereby consents to the assignment and assumption set forth in this Section 1.


 






    


     


    

 


2.             Amendment
to Preamble. The Preamble of the Agreement is hereby amended and restated as follows:


 


“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 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.”


 


3.             Amendment
to Recitals.


 


		(a)	The first recital in the Agreement is hereby amended and restated
                                            as follows:



 


“WHEREAS, Amex, by itself and through its Affiliates,
franchisees and licensees, is engaged in the business of providing consumer travel and lifestyles products and services to its Customers
and Clients (each as defined herein) through its American Express Travel & Lifestyle Services business unit (the “TLS
Business”);”.


 


		(b)	The second recital in the Agreement is hereby amended and restated
                                            as follows:



 


“WHEREAS,
Amex and GBT III B.V. entered into that certain Share Purchase Agreement by and among Amex, GBT III B.V. and Juweel Investors Limited,
a limited company organized under the laws of the Cayman Islands (“Juweel”), dated as of March 14, 2014 (the
 “Share Purchase Agreement”), and certain other transaction agreements, including (i) that certain Initial Shareholders
Agreement by and among GBT III B.V., American Express Travel Holdings Netherlands Coöperatief U.A., a cooperative organized under
the laws of the Netherlands, and Juweel Investors Coöperatief U.A., a cooperative organized under the laws of the Netherlands, and
(ii) other Transaction Agreements (as defined in the Initial Shareholders Agreement), pursuant to which Amex transferred,
and GBT III B.V. assumed, certain assets and liabilities comprising the entire Global Business Travel business unit of Amex, and whereby
Amex and GBT III B.V. agreed to terms and conditions regarding Amex’s ownership and management of GBT III B.V., in each case subject
to the terms and conditions thereof;”.


 


		(c)	The following recitals are hereby added immediately after the second
                                            recital in the Agreement:



 


“WHEREAS, in connection with a corporate restructuring,
among other things, GBT III B.V. became an indirect wholly owned subsidiary of GBT JerseyCo Limited, a company limited by shares incorporated
under the laws of Jersey (“GBT Jersey”);


 


WHEREAS, as of the Amendment No 7, Effective Date, GBT Jersey
and its Affiliates are engaged in the GBT Business (as defined in the Trademark License Agreement);”.


 






    2


     


    

 


4.             Amendments
to Definitions.


 


		(a)	Section 1.01 of the Agreement (Certain Terms) is hereby amended
                                            by deleting each of the corresponding definitions in its entirety and restating it with the
                                            following defined terms:



  


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control
with such Person, including its Subsidiaries; provided, however, that, for purposes of this Agreement, (i) none of Amex, Juweel
or any other shareholder of GBT Pubco and its direct and indirect equity holders, or any of their respective Affiliates, shall be deemed
an Affiliate of GBT Pubco or any of its Subsidiaries, (ii) GBT Pubco and each of its Subsidiaries shall not be deemed to be an Affiliate
of any of Amex, Juweel or any other shareholder of GBT Pubco and its direct and indirect equity holders, or any of their respective Affiliates,
and (iii) for the avoidance of doubt, GBT Pubco and its Subsidiaries shall be deemed to be Affiliates of GBT UK and its Subsidiaries.
The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control
with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.


 


“Amex
Competitor” means any Person (including, for purposes of Sections 5.02(a), 5.03 8.11(b) and 8.12
only, [***].


 


“GBT Holdco” means (i) with respect
to periods prior to the Amendment No. 7 Effective Date, GBT III B.V., and (ii) with respect to periods from and after the Amendment
No. 7 Effective Date, GBT UK.


 


“GDS Agreement” means each Contract
between GBT Holdco or its Affiliates, and/or Amex and/or any TLS Rep, on the one hand, and a GDS, on the other hand (and all amendments
and addenda thereto), or, if Amex and/or any TLS Rep is not party to such Contract, each Contract between GBT Holdco or its Affiliates,
and a GDS, on behalf of GBT Holdco or its Affiliates, and/or Amex and/or any TLS Rep (and all amendments and addenda thereto).


 


“Shareholders
Agreement” means (i) with respect to periods prior to December 10, 2019, the Shareholders Agreement by and
among GBT III B.V., American Express Travel Holdings Netherlands Coöperatief U.A. and Juweel Investors Coöperatief U.A., dated
as of June 30, 2014 (the “Initial Shareholders Agreement”), (ii) with respect to periods from December 10,
2019 through March 14, 2021, the Shareholders Agreement by and among GBT JerseyCo Limited, American Express Travel Holdings Netherlands
Coöperatief U.A., Juweel Investors Coöperatief U.A., dated as of December 10, 2019, (iii) with respect to periods
from March 15, 2021 through October 30, 2021, the Shareholders Agreement by and among GBT JerseyCo Limited, American Express
Travel Holdings Netherlands Coöperatief U.A., Juweel Investors Limited, dated as of March 15, 2021; and (iv) with respect
to periods from and after November 1, 2021, the Shareholders Agreement by and among GBT JerseyCo Limited, American Express Travel
Holdings Netherlands Coöperatief U.A., Juweel Investors Limited, dated as of November 1, 2021.


 






    3


     


    

 


“Supplier” means any current or prospective
air, hotel/lodging, rail, or car rental travel provider of GBT Holdco and its Affiliates, or, if such relationship commenced prior to
the Effective Date, any current or prospective air, hotel, or car rental travel provider of Amex on behalf of the GBT Business. For the
avoidance of doubt, the foregoing shall not include Content Aggregators, online travel agencies (OTA), or any similar supplier that does
not render the resulting travel to a Customer. Following the Effective Date, if, pursuant to Section 2.01(g) or in any
other manner permitted by the Agreement, Amex negotiates a regional or local agreement directly with an air, hotel, rail, or car rental
travel provider, the definition of Supplier shall exclude such air, hotel, rail, or car rental travel provider unless GBT Holdco
agrees otherwise in writing. For the avoidance of doubt, all references to Supplier shall be read to include Strategic Suppliers and
Non-Strategic Suppliers, unless otherwise specified.


 


“Supplier Agreement” means each prospective
or executed preferred supplier Contract, marketing Contract, incentive Contract or any other similar Contract (and all amendments and
addenda thereto) that provides for fixed and/or variable compensation, such as business development fees, overrides, commissions, Marketing
Funds and Soft Dollar Funds, entered into between GBT Holdco or any of its Affiliates, and/or Amex and/or any TLS Rep and a Supplier,
or, if Amex and/or any TLS Rep is not party thereto, each Contract between GBT Holdco or any of its Affiliates, and a Supplier on behalf
of GBT Holdco and/or Amex and/or any TLS Rep.


 


“Supplier Revenue” means all amounts
paid to or received by GBT Holdco and its Affiliates under each Supplier Agreement.


 


“Trademark
License Agreement” means that certain Amended and Restated Trademark License Agreement, dated as of [DE-SPAC CLOSING DATE],
by and among Amex and GBT UK, and (i) solely for the purposes of Section 1.2 therein, GBT Jersey, a limited liability
company organized under the laws of Jersey, (ii) solely for the purposes of Sections 1.3 and 3.1(c)(i), GBT US LLC,
a Delaware limited liability company, (iii) solely for purposes of Sections 1.2, 2.1(c)(i) and 13.4 therein,
GBT Pubco, and (iv) solely for purposes of Section 1.3 therein, GBT III B.V.


 


		(b)	Section 1.01 of the Agreement (Certain Terms) is hereby amended
                                            by inserting the following new definitions in the corresponding alphabetical order:



 


“Amendment No. 7 Effective Date”
means [DE-SPAC CLOSING DATE], 2021.


 


“GBT Pubco” means Global Business Travel
Group, Inc., a Delaware corporation.


 






    4


     


    

 


“GBT UK” shall mean GBT Travel Services
UK Limited.


 


“Initial Shareholders Agreement” has
the meaning set forth in the definition of “Shareholders Agreement.”


 


		(c)	Section 1.01 of the Agreement (Certain Terms) is hereby amended
                                            by deleting the defined term “Investor Entities” in its entirety.



 


		(d)	Schedule
                                            A attached hereto shall be inserted as Schedule II to the Agreement.



 


		5.	Amendment to Section 1.02. Section 1.02 of the Agreement
                                            is hereby amended and restated in its entirety as follows:



 


“Construction.
As used herein, (a) all references to the plural number shall include the singular number (and vice versa); (b) all references
to the masculine gender shall include the feminine gender (and vice versa); (c) the words “include” and “including”
shall mean include or including without limiting the generality of the description preceding such term and are used in an illustrative
sense and not a limiting sense; (d) all references to “herein” or like words shall refer to this Agreement; (e) all
references to an agreement shall be deemed to be a reference to such agreement, as amended, restated, modified and supplemented;
(f) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean
 “ if”; (g) the word “or” is used in the inclusive sense of “ and/or” and (h) any references
to performance of any obligations by GBT Holdco in regards to any Supplier Agreement, GDS Agreement or any other obligation under the
Agreement shall be deemed to be references to GBT Holdco itself performing, or causing its Affiliates to perform, as and where applicable,
any such obligation, and any references to any payment to be made by or to GBT Holdco as set out in the Agreement shall be deemed to
be references to such payment being made by or to GBT Holdco or its Affiliates, as and where applicable. Section headings are for
convenience only and are not to be construed as part of this Agreement. Unless the context of this Agreement requires otherwise, “will”
and “will not” are expressions of command, not merely expressions of future intent or expectation.”


 


		6.	Amendment to Section 2.01. Section 2.01(g)(vi) of
                                            the Agreement is hereby amended and restated in its entirety as follows:



 


“(vi) 
with any GDS for any product offered by such GDS, provided that GBT Holdco has either (A) notified Amex that it is not interested
in obtaining such product for its own use prior to Amex engaging in such negotiations and it will not negotiate for such product on behalf
of TLS and/or TLS Reps, as applicable; or (B) not responded to Amex’s request for approval to negotiate directly with
such GDS for such product within thirty (30) days of receipt thereof; provided, further, that if GBT Holdco is interested
in obtaining such product for its own use after receipt of Amex’s request for approval, GBT Holdco will immediately commence negotiations
with the applicable GDS to obtain such product on behalf of itself and Amex and/or TLS Reps, as applicable. In the event Amex requests
GBT to obtain for Amex any GDS products or services, and GBT Holdco agrees to negotiate on behalf of Amex, GBT Holdco shall inform Amex
of the terms and conditions available to Amex from the applicable GDS, including any costs for such products or services charged by such
GDS. If Amex desires to receive such GDS product or service through GBT Holdco upon such terms, Amex will promptly pay GBT or such GDS,
as applicable, the costs charged by such GDS for Amex’s use of such GDS product or service; provided that Amex shall not be responsible
for any costs or obligations related to GBT Holdco’s use of such product or service.”


 






    5


     


    

 


		7.	Amendments to Section 2.05. Section 2.05(c) of the
                                            Agreement is hereby amended and restated in its entirety as follows:



 


“With respect to each new TLS Rep contract signed
with a Person that was not a TLS Rep on or before the Amendment No.7 Effective Date, Amex shall use commercially reasonable efforts to
a obtain an agreement from such TLS Rep that it intends to use the Supplier content obtained by GBT under the Supplier Agreements and
GDS Agreements pursuant to the terms of this Agreement for Leisure Travel Services (as defined in the Trademark License Agreement), including
an annual certification to Amex of compliance with such requirement. GBT acknowledges and agrees that Amex (i) shall be entitled
to rely on the certification from the applicable TLS Rep; and (ii) shall not be required to monitor or investigate the compliance
of any such TLS Rep with such contractual requirement, provided, however, the Amex will promptly investigate any concerns communicated
by GBT with respect to any such TLS Rep’s use of such GBT Supplier content and promptly take all steps reasonably necessary to
eliminate any such TLS Rep’s non-compliance identified to Amex by GBT; and (iii) shall not be responsible to GBT for any breach
by any such TLS Rep of the agreements set forth in this Section 2.05(c). The obligations of Amex under this Section 2.05(c) shall
not apply to any existing contract with any Person that is a TLS Rep on or before the Amendment No.7 Effective Date.”


 


		8.	Amendments to Section 5.02. Section 5.02(a) of the
                                            Agreement is hereby amended and restated in its entirety as follows:



 


“Without limiting the rights and obligations of both
Parties under Section 5.03, except with the prior written consent of the Disclosing Party, the Receiving Party shall not
use or disclose any Confidential Information to any Person except in connection with the performance of its obligations or exercise of
its rights under this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its Affiliates
or its Agents, including its legal and financial consultants only insofar as those people or entities require access to such Confidential
Information to assist with the Receiving Party’s performance of obligations hereunder; provided, that such Affiliates, Agents
and consultants, as applicable, comply with the confidentiality provisions set forth in this Article V and elsewhere in this
Agreement and any Related Agreement and the Party receiving such information shall remain liable for any breach by such Affiliates, Agents
or consultants of such Party’s obligations hereunder; provided, further, that in no event shall GBT Holdco disclose
or make available Confidential Information of Amex to any Amex Competitor or to any Affiliate, Agent or consultant of any Amex Competitor,
except those disclosures of Accessible TLS Data permitted under Section 5.03. The Receiving Party shall not take any other
action with respect to the other Party’s Confidential Information inconsistent with the confidential and proprietary nature of
such information.”


 






    6


     


    

 


		9.	Amendments to Section 5.03. Section 5.03 of the Agreement
                                            is hereby amended and restated in its entirety as follows:



 


“Data Protection and Security. Subject to Sections
2.01(c) and 2.03(c) of the Fifth Amendment, Amex shall have the right, in its sole discretion, to determine which of its Confidential
Information GBT Holdco will be able to access from Amex, Suppliers, or GDSs (“Accessible TLS Data”) and the scope
of such access; provided that such Accessible TLS Data is reasonably required to enable GBT Holdco to perform its obligations under the
Agreement. Accessible TLS Data will only be made available to a limited number of designated roles at GBT Holdco or its Affiliates who
specifically require access to such Accessible TLS Data to perform GBT Holdco’s obligations under the Agreement, which roles shall
be pre-approved in writing by Amex (“Approved Roles”) and GBT Holdco shall not otherwise use, or disclose to any Person,
any Accessible TLS Data or any other Data or information it received, before or after the Effective Date, from Amex, or any Supplier
or any GDS in respect of Amex transactions.  Without limiting the foregoing, without the prior written consent of Amex, GBT Holdco
shall not use or disclose or permit the use or disclosure of Accessible TLS Data or any other such Data or information (x) in connection
with the business of any Amex Competitor (including any Amex Competitor owned by GBT Holdco or its Affiliates or Subsidiaries) or (y) to
target American Express Card Members for marketing purposes, in each case of clauses (x) and (y), whether or not such use or disclosure
or permission of use or disclosure is for the purpose of performing the specific obligations of GBT Holdco set forth in this Agreement,
except, in the case of clause (x), disclosures of Accessible TLS Data made by GBT Holdco to Approved Roles employed by Affiliates of
GBT Holdco that are considered Amex Competitors, solely to the extent necessary to enable such Approved Roles to perform its obligations
or exercise its rights under this Agreement; provided, that such Approved Roles shall not disclose any Accessible TLS Data to
any Person and shall not use any Accessible TLS Data for any purpose other than to perform its obligations or exercise its rights under
this Agreement. GBT Holdco shall not request any Amex data from any suppliers other than data from Suppliers that is needed for purposes
of performing its obligations under this Agreement. Amex may request that GBT Holdco comply with additional data protection or security
measures, provided that if such measures are inconsistent with GBT Holdco’s standard data protection and security measures and
are not otherwise required by any other Related Agreement, such measures shall be provided at a cost mutually agreed upon by the Parties.”


 






    7


     


    

 


10.            Amendment
to Section 6.01.


 


		(a)	The second sentence of Section 6.01(a) of the Agreement
                                            is hereby amended and restated in its entirety as follows:



  


“The term of this Agreement shall commence on the
Effective Date and continue until the Expiration Date (the “Initial Term”), and shall thereafter automatically renew
for additional one-year terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”),
unless (i) terminated earlier pursuant to Section 6.01(b), Section 6.02, Section 6.03, Section 6.04, or Section 8.10;
or (ii) either Party provides written notice of non-renewal to the other Party at least six (6) months prior to the expiration
of the Initial Term or any Renewal Term, as applicable.”


 


		(b)	Section 6.01(b) of
                                            the Agreement is hereby amended and restated in its entirety as follows:



 


“Intentionally Omitted.”


 


11.            Amendments
to Section 6.04.


 


		(a)	Section 6.04(b) of the Agreement is hereby amended and
                                            restated in its entirety as follows:



 


“GBT
Pubco or any of its Subsidiaries acquires, is acquired by, merges with, or enters into a Contract with any Amex Competitor without the
written consent of Amex, other than a Contract entered into by GBT Holdco or any of its Affiliates in the ordinary course of business.”


 


		(b)	Each
                                            of Sections 6.04(c), 6.04(d) and 6.04(e) of the Agreement is hereby amended and
                                            restated in its entirety as follows:



 


“Intentionally Omitted.”


 


		(c)	Section 6.04
                                            of the Agreement shall be amended and supplemented to add the following at the end thereof:



 


“For Amex to exercise its right to terminate this
Agreement pursuant to Section 6.04(b), Amex shall provide written notice to GBT Holdco not less than twelve (12) months prior
to the effective date of termination and this Agreement shall terminate on the date set forth in such notice, subject to the terms set
forth in Section 6.05(a).”


 


12.            Amendments
to Section 8.03.


 


		(a)	The notices information provided for “Amex” in Section 9.03
                                            of the Agreement is hereby amended and restated in its entirety as follows:



 


“American Express Travel Related Services Company, Inc.


American Express Tower


World Financial Center


New York, New York 10285-3500


Attn: President, Global Commercial Services


 






    8


     


    

 


With an informational copy to:


 


General Counsel’s Office


American Express Travel Related Services Company, Inc.


American Express Tower


World Financial Center


New York, New York 10285-4900


Attn: Managing Counsel – Global
Commercial Services”


 


		(b)	The notices information provided for “GBT Holdco” in
                                            Section 8.03 of the Agreement is hereby amended and restated in its entirety as follows:



 


“GBT Travel Services UK Limited


5 Churchill Place


Canary Wharf, London


E14 5HU, England


Attention: General Counsel’s Office


 


With an informational copy to:


c/o GBT US LLC


666 3rd Avenue


Fourth Floor


New York, New York 10172


Attention:
General Counsel’s Office”


 


		(c)	The notices information provided for, and the obligation to provide
                                            an informational copy of any notice to, “Juweel Investors Limited” shall be deleted
                                            in its entirety.



 


		13.	Amendments to Section 8.04. Section 8.04(a) of the
                                            Agreement is hereby amended and restated in its entirety as follows:



 


“Without
limitation to either Party’s right to seek equitable relief pursuant to Section 8.04(f), which need not be subject
to the procedures set forth in Schedule II, the Parties agree that Schedule II shall apply to the resolution of any and
all disputes, claims or controversies arising out of or related to this Agreement, including any Claims under any Applicable Law (“Disputes”).
Any Disputes that remain unresolved following completion of the escalation process in Schedule II shall be submitted to mediation.
If a Dispute is not resolved through mediation within forty-five (45) days from such submission, it shall be submitted for binding arbitration
upon the demand of either Party. Any mediation and/or arbitration shall take place in the State of New York, New York County, and shall
be administered by, and pursuant to the rules of, the American Arbitration Association or JAMS, upon the election of the Party asserting
the Dispute. In the event of any inconsistency between this Section 8.04 and any rule of the arbitration organization,
this Section 8.04 will control. Except as otherwise provided for herein, neither Party will have the right to litigate Disputes.”


 






    9


     


    

 


		14.	Amendments to Section 8.11. Section 8.11 (Assignment)
                                            of the Agreement is hereby amended and restated in its entirety as follows:



 


		(a)	“Subject to Section 8.11(b), neither this Agreement
                                            nor any of the rights, interests or obligations hereunder shall be assigned by any Party
                                            (whether by operation of Law or otherwise) without the prior written consent of the other
                                            Party and any such attempted assignment shall be null and void. Subject to the preceding
                                            sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable
                                            by the Parties and their respective successors and assigns.



 


		(b)	Either
                                            Party may assign this Agreement or its rights or obligations hereunder or delegate the performance
                                            of its obligations hereunder to any of its Affiliates to perform the obligations upon written
                                            notice to the other Party, provided, however, that (i) such assignment
                                            shall not in any manner limit or affect assignor’s obligations hereunder; (ii) such
                                            assignment shall be valid only for so long as such assignee remains an Affiliate of the assigning
                                            Party; and (iii) such assignee may not assign the rights or obligations hereunder to
                                            any other party. Notwithstanding the foregoing, in no event may GBT Holdco assign any of
                                            its rights or obligations or delegate the performance of its obligations hereunder to any
                                            Affiliate that is an Amex Competitor, as that term is defined herein or in any Related Agreement.
                                            In the event that any Affiliate of GBT Holdco becomes the primary operating company through
                                            which the business of GBT Holdco and its Affiliates is conducted, including as a result of
                                            any reorganization or restructuring of GBT Holdco and its Affiliates, GBT Holdco shall, in
                                            each such case, ensure that proper provision shall be made so that any such successor Person,
                                            shall expressly assume the obligations of GBT Holdco under this Agreement.”



 


15.           Amendments
to Schedule I.


 


[***]


 






    10


     


    

 


16.            Amendment
to Exhibit I. [***]


 


		17.	Amendment
                                            to Exhibit IV. [***]



 


		18.	Defined Terms. All capitalized terms used herein but not otherwise
                                            defined herein shall have the meanings ascribed to them in the Agreement.



 


		19.	Miscellaneous.
                                            The provisions set forth in Section 1.02 and Sections 8.02-8.07, 8.11 and 8.13
                                            and Schedule II (in each case, as amended hereby, to the extent applicable) of the
                                            Agreement shall be incorporated herein by reference and shall apply to this Amendment mutatis
                                            mutandis. Except as expressly set forth herein: (i) the Agreement remains unmodified
                                            and in full force and effect and (ii) this Amendment shall not be deemed to extend or
                                            modify any date or deadline set forth in the Agreement.



 


[SIGNATURE PAGES FOLLOW]


 






    11


     


    

 


IN WITNESS
WHEREOF, the Parties have caused this Amendment to be executed as of the Amendment No. 7 Effective Date by their respective
officers thereunto duly authorized.


 


AMERICAN EXPRESS TRAVEL RELATED


SERVICES COMPANY, INC.:




 


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


 





GBT III B.V.: 




 


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


 


GBT TRAVEL SERVICES UK LIMITED:


 




 


	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 


[Signature Page –
Amendment No. 7 to Travel & Lifestyle Services Operating Agreement]


 









    


     


    

 


SCHEDULE A


 


Schedule II


 


Dispute Resolution


 


1.1            General.
The dispute resolution provisions set forth in this Schedule II shall apply to any Dispute, except as set forth in Section 8.04(a) of
the Agreement.


 


1.2            Dispute
Notice. Both Parties shall use best efforts to resolve each Dispute at the working level, in consultation with employees of each
Party whose day to day duties involve the issue in the Dispute, including local employees of such Party, if appropriate. If these efforts
do not result in a final agreement with respect to such Dispute within thirty (30) days, or such longer period as the Parties may agree,
the Party alleging a Dispute shall give written notice to the other Party and the Executive Partnership Forum (as defined in the
GCS Operating Agreement) identifying the Dispute and invoking the escalation process set forth in Section 1.3 of this Schedule
II (a “Dispute Notice”). The Dispute Notice shall be detailed enough to give the receiving Party and the Executive
Partnership Forum adequate information regarding: the substance of the Dispute, key areas of disagreement and any applicable time sensitivities
associated with resolving the Dispute.


 


1.3            Escalation.


 


(a)            Upon
receipt of the Dispute Notice, the members of the Executive Partnership Forum shall use all reasonable efforts to settle the Dispute
by negotiating in good faith. Members of the Executive Partnership Forum may consult with third parties, including subject matter experts
from each Party with knowledge of the issues identified in the Dispute Notice and counsel and such other advisors as such members may
determine in their sole discretion. The Executive Partnership Forum shall schedule a meeting to discuss the outstanding Dispute as soon
as possible following such notice, and shall use all reasonable efforts to hold such meeting within fifteen (15) days following the date
the Dispute Notice is received.


 


The deadline for the Executive Partnership Forum
to resolve the Dispute (the “Escalation Deadline”) shall be thirty (30) days following the date the Dispute Notice
was received; provided that if the Dispute is not resolved and the Parties mutually agree that discussions should be continued they may
agree in writing to one or more extensions of the Escalation Deadline, provided that the Escalation Deadline shall be no later than ninety
(90) days following the date on which the Dispute Notice was delivered. If the Dispute is not resolved by the Escalation Deadline, as
may be extended, the Dispute shall be referred to the Chief Executive Officer of Amex and the Chief Executive Officer of GBT Pubco and
its Subsidiaries. Such senior executives shall negotiate in good faith to settle such Dispute. The deadline for the senior executives
to resolve the Dispute (the “CEO Deadline”) shall be thirty (30) days following the date the Dispute Notice was received;
provided that if the Dispute is not resolved and the Parties mutually agree that discussions should be continued they may agree in writing
to one or more extensions of the CEO Deadline; provided that the CEO Deadline shall be no later than ninety (90) days following the Escalation
Deadline, as may be extended. If the Dispute is not resolved by the CEO Deadline, as may be extended, then either Party shall be permitted
to pursue mediation and otherwise attempt to seek resolution of the Dispute in accordance with Section 8.04 of the Agreement.
Each Party shall bear its own costs in connection with the dispute resolution process described in this Schedule II.