SECOND AMENDMENT to the Subscriber Agreement and Amendment Agreement

Exhibit 10.4.3

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.

SECOND AMENDMENT
to the Subscriber Agreement and Amendment Agreement

This SECOND AMENDMENT agreement (“Second Amendment”) is made on 28^th day of December 2010 by and between:-

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

2		MAKEMYTRIP (INDIA) 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 Second Amendment is to modify the Subscriber Agreement dated 1st February 2009 made between AIPL and MMT (referred to as the “Principal Agreement”) and the first Amendment Agreement to the Subscriber Agreement signed on 27th February 2009 (Subscriber Agreement and Amendment Agreement together referred to “Executed Agreements” hereinafter).
B.		Parties wish to amend the Executed Agreements as provided below.

NOW IT IS HEREBY AGREED as follows:-

1.		INTERPRETATION
		All terms and references used in this Second Amendment 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)		Sub Clause 7.1 of Clause 7 relating to Incentive Schedule will be replaced as under
			Incentive Schedule:

Segment eligibility criteria		Incentive rate* per net segment
International segments		XXXXXX
Domestic segments (Jet Airways and Jetlite)		XXXXXX
Domestic segments (NACIL and Kingfisher)		XXXXXX
Any other Domestic airline		At the rate mutually agreed in writing

2.2		The above amendment will come into force with effect from 01st August 2010.
3.		This Second Amendment agreement along with other previously executed Amendment Agreements, addendums, Annexures etc., shall form an integral part of the Principal Agreement and except to the extent as specificied above, all other provisions contained in the Principal Agreement/ shall remain unchanged. For the sake of clarity the Parties agree that the Executed Agreements and Second Amendment with all Addendums, Annexures etc. executed shall constitute and be read as one document and the provisions of the Executed Agreements shall, subject to the modification herein contained, apply to this Second Amendment as if this Second Amendment were an integral part thereof.

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

/s/ Xxxxxx Xxxxxx					/s/ Xxxxxx Xxxxx
SIGNED by XX XXXXXX XXXXXX			)		SIGNED by XX XXXXXX XXXXX
for and on behalf of			)		for and on behalf of		)
AMADEUS INDIA PVT. LTD.)					MAKE MY TRIP (INDIA) PVT.		)
on           28 December            2010      )					LTD. on     December          2010		)
in presence of:					in presence of:		)
/s/ Xxxx Xxxxxxx					/s/ Xxxxxxx Xxxxxx
Name: XXXX XXXXXXX					Name: XXXXXXX XXXXXX
Position:	VICE PRESIDENT				Position: AVP - CONTRACTING
	KEY ACCOUNTS

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