AMENDMENT AGREEMENT to the Subscriber Agreement

Exhibit 10.4.2


REDACTED		CONFIDENTIAL TREATMENT REQUESTED The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission

AMENDMENT AGREEMENT

to the Subscriber Agreement

THIS AMENDMENT AGREEMENT is made on 27^th day of February 2009 by and between:-

1.		AMADEUS INDIA PRIVATE LIMITED, having its registered office at X-0, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxx Xxxxx 110001(hereinafter to as “AIPL”)of the one part

		and

2.		MAKEMYTRIP (lNDlA) PRIVATE LIMITED, having its registered office at X-00 Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxx, Xxx Xxxxx and corporate office at 000, Xxxxx Xxxxx Xxxxx 0, Xxxxxxx 000000, Xxxxxxx, Xxxxx (hereinafter called “MMT’)of the other part.

(Collectively referred to as “Parties” and individually as a “Party”).

WHEREAS:

A.		This Amendment Agreement is to amend the Subscriber Agreement dated 1^st February 2009 made between AIPL and MMT ( referred to as the “Principal Agreement’).

B.		Parties wish to amend the Principal Agreement as provided below.

NOW lT lS HEREBY AGREED as follows:-


1.		INTERPRETATION

		All terms and references used in this Amendment Agreement shall, unless the context otherwise requires or permits, have the same meanings and construction as the terms and references in the Principal Agreement.


2		AMENDMENTS

2.1

The Parties hereby agree that the Principal Agreement shall be amended in the following manner:-

	a.		First paragraph of clause 4 shall be amended by substituting the current paragraph with the below:

			“This AGREEMENT shall come into effect on the 1^st day of March, 2009 (“Effective Date”) and shall continue in full force and effect for a contractual period of at least Four (04) years (“Term”) up to 28^th February, 2013. After that it will expire automatically. Parties may enter into a new agreement based on mutual discussions.”

	b.		Clause 6 — Loyalty Signing Bonus will be replaced as under:

			“Upon execution of this Agreement, AIPL would pay the MMT one time loyalty Signing Bonus of XXXXXXXXXXXXXXXXXXXXXXXXXX as per schedule below:


Signing Bonus Amount		Payment schedule
XXXXXXXXXXX		Upon signature of subscriber agreement
XXXXXXXXXXX		on/beforeApril 30^th , 2009 subject to successful Migration to Amadeus GDS. However if the below conditions are met before April 30^th, this installment will fall due on date of meeting all the conditions and should be paid within 7 days of it falling due.

Successful Migration to Amadeus GDS is defined as:

–

100% reservation booked on Amadeus GDS on or before 30^th April 2009 and for the remainder of the Term.

	-		90% BSP and Airline Ticket Capping on Amadeus GDS (alternative GDS to be used only for ticketing in instances where the Amadeus System is unavailable),

	-		Minimum 66,000 segments to be booked on Amadeus GDS from Effective Date until 30th April 2009,

	-		Neither company (MMT, AIPL)to have filed for or be in liquidation at the time of payment.”

	c.		Sub clause 7.1 of Clause 7 — Eligibility to Loyalty Incentive and Payment terms will be replaced as under:

			“7.1-Loyalty Incentive will be paid to the MMT as per Payment Schedule below within 45 days from the end of Relevant Incentive period:

Payment Schedule:

AIPL shall ensure timely payment of such incentives.”

2.2		The above amendment will come into force immediately from Effective Date.

3.		This Amendment Agreement along with any other Addendums, Annexure etc., shall form an integral part of the Principal Agreement and except to the extent as specified above, all other provisions contained in the Principal Agreement shall remain unchanged. For the sake of clarity the Parties agree that the Principal Agreement and Amendment Agreement with all Addendums, Annexures etc. executed shall constitute and be read as one document and the provisions of the Principal Agreement shall, subject to the modification herein contained, apply to this Amendment Agreement as if this Amendment Agreement were an integral part thereof.

lN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands the day and year first above written.

Document Metadata