Exhibit 10.1


 





EXECUTION COPY


 


AMENDMENT NO. 1


 


Dated as of April 7, 2020


 


to


 


CREDIT AGREEMENT


 


Dated as of August 14, 2019


 


THIS AMENDMENT NO. 1
(this “Amendment”) is made as of April 7, 2020 by and among Booking Holdings Inc., a Delaware corporation
(the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A.,
as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of August
14, 2019 by and among the Company, the Dutch Borrower from time to time party thereto, the Lenders and the Administrative Agent
(as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.


 


WHEREAS, the Company
has requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;


 


WHEREAS, the Company,
the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set
forth herein;


 


NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company, the Lenders party hereto and the Administrative Agent hereby agree
to enter into this Amendment.


 


1.           
Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set
forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:


 


(a)          
Section 1.01 of the Credit Agreement is amended to add the following definitions thereto in the appropriate alphabetical
order:


 


““2020
Convertible Notes” means the Company’s 0.35% Convertible Senior Notes issued pursuant to the 2020 Convertible Notes
Indenture and due June 15, 2020.”


 


““2020
Convertible Notes Indenture” means that certain Indenture, dated as of June 4, 2013, by and among the Company and American
Stock Transfer & Trust Company, LLC, as trustee.”


 


““2020
Convertible Notes Payment Event” means the aggregate principal amount of indebtedness outstanding under the 2020 Convertible
Notes shall have been satisfied, discharged and paid in full in accordance with the terms of the 2020 Convertible Notes Indenture.”


 


““Amendment
No. 1 Effective Date” means April 7, 2020.”


 






     


     


    

 


““Liquidity”
means, at any time, the sum of (i) the aggregate amount of unrestricted cash, cash equivalents and short-term investments maintained
by the Company and its Subsidiaries at such time plus (ii) the amount (if positive) by which the Aggregate Commitment exceeds the
sum of the aggregate outstanding amount of Revolving Loans and LC Exposure at such time.”


 


““Minimum
Liquidity Amount” means (i) prior to the occurrence of the 2020 Convertible Notes Payment Event, $5,500,000,000 and (ii)
upon and after the occurrence of the 2020 Convertible Notes Payment Event, $4,500,000,000.”


 


(b)          
Section 5.01(c) of the Credit Agreement is amended to restate clause (ii) thereof in its entirety as follows:


 


“(ii)
setting forth reasonably detailed calculations demonstrating compliance with Section 6.03 (it being understood and agreed
that, notwithstanding the fact that the Leverage Ratio will not be tested pursuant to Section 6.03(a) for the fiscal quarters of
the Company ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021, the Company will continue to provide
reasonably detailed calculations in respect of the Leverage Ratio for each such fiscal quarter pursuant to this clause (c)),”


 


(c)           
Section 6.03 of the Credit Agreement is restated in its entirety as follows:


 


“SECTION
6.03        Financial Covenant.


 


(a)       Maximum
Leverage Ratio. The Company will not permit the ratio (the “Leverage Ratio”), determined as of the end of
each of its fiscal quarters ending on and after June 30, 2019 (other than the fiscal quarters of the Company ending June 30,
2020, September 30, 2020, December 31, 2020 and March 31, 2021), of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA
for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company
and its Subsidiaries on a consolidated basis, to be greater than 4.00 to 1.00 (provided that, solely for purposes of calculation
of the Leverage Ratio for the fiscal quarter of the Company ending June 30, 2021, the Consolidated EBITDA for such quarterly period
will be calculated by aggregating the Consolidated EBITDA for the three fiscal quarters of the Company ending December 31, 2020,
March 31, 2021 and June 30, 2021 and multiplying that sum by 4 and then dividing that product by 3).


 


(b)       Minimum
Liquidity. During the period from and after the Amendment No. 1 Effective Date through and including March 31, 2021, the Company
will at all times maintain Liquidity in an amount equal to or greater than the Minimum Liquidity Amount.”


 


2.             
Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that
the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Company, the Required Lenders
and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’
reasonable and documented out-of-pocket expenses (including, to the extent invoiced, reasonable and documented fees and expenses
of counsel for the Administrative Agent) in connection with the Loan Documents.


 






    2


     


    

 


3.            
Representations and Warranties of the Company. The Company hereby represents and warrants as follows:


 


(a)           This
Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of the Company and are
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


 


(b)          
As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing
and (ii) the representations and warranties of the Company set forth in Article III of the Credit Agreement, as amended
hereby, are true and correct (other than the representations and warranties in Sections 3.04(b) and 3.06(b) of the
Credit Agreement) in all material respects (except to the extent that any representation and warranty that is qualified by materiality
is true and correct in all respects).


 


4.            
Reference to and Effect on the Credit Agreement.


 


(a)          
Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document
shall mean and be a reference to the Credit Agreement as amended hereby.


 


(b)          
Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.


 


(c)          
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents
or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)          
This Amendment is a Loan Document under (and as defined in) the Credit Agreement.


 


5.            
Governing Law. This Amendment shall be governed by, and construed
in accordance with, the law of the State of New York.


 


6.            
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose.


 


7.            
Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g.,
 “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.


 


[Signature Pages Follow]


 






    3


     


    

 


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


 


 


	 	BOOKING
    HOLDINGS INC.,
	 	as the
    Company
	 	 
	 	 
	 	By:	/s/ David Goulden
	                          	Name: 	David Goulden
	 	Title:	Chief Financial Officer



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	JPMORGAN
    CHASE BANK, N.A.,
	 	individually
    as a Lender and as Administrative Agent
	 	 
	 	 
	                          	By:	/s/ Daglas Panchal
	 	Name:	Daglas Panchal
	 	Title:	Executive Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	BANK
    OF AMERICA, N.A.,
	 	as
    a Lender
	 	 
	 	 
	                   	By:	/s/ Kyle Oberkrom
	 	Name:	Kyle Oberkrom
	 	Title:	 Vice President



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	CITIBANK,
    N.A.,
	 	as
    a Lender
	 	 
	                                            	 
	 	By:	/s/ James M. Walsh
	 	Name:	James M. Walsh
	 	Title:	 Managing Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	DEUTSCHE
    BANK AG NEW YORK BRANCH,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Ming K Chu
	                       	Name:	Ming
K Chu
	 	Title:	Director
	 	 
	 	By:	/s/ Annie Chung
	 	Name:	Annie Chung
	 	Title:	 Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	U.S.
    BANK NATIONAL ASSOCIATION,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Jennifer Hwang
	                            	Name:	Jennifer Hwang
	 	Title:	 Senior Vice President



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	BNP
    PARIBAS,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Barbara Nash
	 	Name:	Barbara Nash
	 	Title:	 Managing Director
	 	 
	                                        	By:	/s/ Maria Mulic
	 	Name:	Maria Mulic
	 	Title:	 Managing Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	TD
    BANK, N.A.,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Jason Siewert
	                              	Name: 	Jason Siewert
	 	Title:	Senior
Vice President



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	WELLS
    FARGO BANK NATIONAL ASSOCIATION,
	 	as
    a Lender
	 	 
	 	 
	                     	By:	/s/ Evan Waschitz
	                                      	Name:	 Evan Waschitz
	 	Title:	Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	HSBC
    BANK USA, NATIONAL ASSOCIATION,
	 	as
    a Lender
	 	 
	 	 
	                                 	By:	/s/ James Smith
	 	Name:	James Smith
	 	Title:	Vice President



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	GOLDMAN
    SACHS BANK USA,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ Jamie Minieri
	                                      	Name:	Jamie Minieri
	 	Title:	Authorized Signatory



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	STANDARD
    CHARTERED BANK,
	 	as
    a Lender
	 	 
	 	 
	 	By:	/s/ James Beck
	 	Name:	James Beck 
	                                     	Title:	Associate Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	MIZUHO
    BANK, LTD.,
	 	as
    a Lender
	 	 
	 	 
	                       	By:	/s/ Tracy Rahn
	 	Name:	Tracy Rahn
	 	Title:	Executive Director



 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.




 






     


     


    

 


	 	INDUSTRIAL
    AND COMMERCIAL BANK OF CHINA LIMITED, 

NEW YORK BRANCH,
	 	as
    a Lender
	 	 
	 	 
	 	By:	
	                            	Name:	 
	 	Title:	               
	 	 
	 	By:	
	 	Name:	 
	 	Title:	 






 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 14,
2019


Booking Holdings Inc.