Ex-10.6.6






Exhibit 10.6.6




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

TO THE BUSINESS PROCESS OUTSOURCING SERVICES AGREEMENT BETWEEN
 MAKEMYTRIP (INDIA) PRIVATE LIMITED

AND IBM DAKSH BUSINESS PROCESS SERVICES PRIVATE LIMITED




This
Amendment Agreement (“Amendment No. 4”) dated
09th
December, 2010 is made at New Delhi




By and between:




	A.	 	MakeMyTrip (India) Private Limited, a company registered under the Companies Act, 1956 and
having its registered office at
2nd Floor, Plaza Cinema Building, H — Block,
Connaught Place, New Delhi — 110 001 (hereinafter referred to as “MMTL” which expression
shall, unless repugnant to the meaning and context hereof shall be deemed to mean and include
its subsidiaries, associate and group companies, successors in title and permitted assigns),
of the ONE PART;





And




	B.	 	IBM Daksh Business Process Services Private Limited, a company registered under the Companies
Act, 1956 and having its registered office at 1st floor, 25, Barakhamba Road,
Connaught Place, New Delhi — 110001 (hereinafter referred to as “IBM Daksh” which expression
shall, unless repugnant to the meaning and context hereof shall be deemed to mean and include
the successors in title and permitted assigns), of the OTHER PART.





WHEREAS MMTL and IBM Daksh have executed a Master Services Agreement on 5th March 2008
and Statement of Work dated 5th March, 2008 thereto, alongwith successive amendments as
may be agreed



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	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.






upon and executed between the Parties, (hereinafter collectively referred to as “the Agreement”,
where under IBM Daksh had agreed to provide the Services contemplated therein to MMTL on the terms
and conditions thereunder contained;



AND WHEREAS the Parties are desirous of amending part of the Agreement pertaining to Ticketing
controls, calculation of losses and amendment of targets for PSUs.



TERMS AND CONDITIONS GOVERNING THIS ADDENDUM




The Parties have agreed to amend and include the following terms and conditions in regard to the
Agreement:




	1.	 	Add the following language in Section 6 (KPI / SLA and Rewards / Penalty Grid) of the second
Amendment between IBM and Make My Trip.com Inc signed on the 28th day of July, 2009: “IBM has
agreed to maintain fortnightly reconciliation tracker for usage of the credit card for
ticketing purposes. The fortnightly reconciliation tracker shall be in addition to all
controls which are being used to track the usage of the credit card.”
	 
	2.	 	Further, the Parties have agreed to amend the loss calculation methodology as has been
enumerated in Clause 6 of Appendix I of Second amendment to the SOW signed on 28th
July, 2009 between IBM Daksh and MakeMyTrip India Private Ltd and Clause 6 of Appendix I of
Second amendment to the SOW signed 28th July, 2009 between IBM Daksh and
MakeMyTrip.com,Inc, as have been subsequently amended by Third Amendment signed on
4th November 2009 to include the following additional terms and conditions relating
to loss calculation methodology:






	 	1.	 	A transaction shall be considered a loss when the profit booked on it
goes in negative due to factors under IBM Daksh’s control.
	 
	 	2.	 	For financial year starting April 2010 Target for loss amount will be
XXXX, with a tolerance of XXX
	 
	 	3.	 	For financial year starting April 2011 Target for loss amount will be
XXXX, with a tolerance of XXX
	 
	 	4.	 	In case actual losses > (target losses*1.1), IBM Daksh shall have
penalties equal to the lower of the following:






	 	a.	 	XX of annual Base billing
	 
	 	b.	 	Actual loss — (target loss XXX)






	 	5.	 	Penalty amount due shall be adjusted in the last month of the financial
year. Any penalty payable by IBM Daksh to MMTL for the year 2010-11 shall be
adjusted in the month of March 2011.
	 
	 	6.	 	In the event the volumes of the transactions goes higher than the
current base volume (CYQ1 — 2010), losses target will be adjusted based on higher
volumes.






	3.	 	Further, the Parties agree to add CSat and FCR targets for PSUs which shall be made effective
from 1st December 2010. The following rows shall be added to the PSUs portion in
Schedule 2 to Appendix 1 (KPI Metrics — Post Sales USA (Non Sales)) of Second Amendment to
the SOW signed on July 28’ 2009 between IBM Daksh and MakeMyTrip.com, Inc, as has been
subsequently amended by Third Amendment signed on November 4th 2009.




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	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.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Reward	 	 	Penalty	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Metrics	 	 	SL Target	 	 	Measurement Criteria	 	 	%	 	 	%	 	 	Tolerance	 	 	Reward	 	 	Penalty	 	 	Remarks	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	FCR

	 	 	XXX
	 	 	Based on VOC
data-cases which
are beyond agent’s
control to be taken
off from
calculations
	 	 	XXXX
	 	 	XXXX
	 	 	XXXX
	 	 	>Target+XX
	 	 	<Target-XX
	 	 	Scores for
Transaction
Monitoring to
include only agents
that have completed
90 days on floor
after they go live
in the respective
LOB. Any Changes in
methodology
(Transaction
monitoring, CSAT &
FCR) will need to
be agreed and
signed off and needs to
be baselined before
agreeing as a target
for R&P calculation
For CSAT & FCR —
Scores to be
considered only for
cases which can
clearly be
attributed as agent
controllable and
will be calculated on case to case basis.	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	CSAT

	 	 	XXX
	 	 	Top 2 Boxes
	 	 	XXXX
	 	 	XXXX
	 	 	XXXX
	 	 	>Target+XX
	 	 	<Target-XX	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	4.	 	The Parties further wish to include the following clause into the Agreement as Clause 7 (b)
in the Master Services Agreement.
	 
	 	 	“IBM Daksh shall not be liable and held accountable for any practice which is not in consonance
with the relevant industry good practices, and which is being carried out in MMTL and is not
part of the standard trainings that are conducted at IBM Daksh.”
	 
	5.	 	This Amendment No. 4 (except Clause 3) shall be effective from 1st April, 2010
(“Effective Date of this Amendment No. 4”) and shall be co-existent and co-terminus with the
Agreement.
	 
	6.	 	Except for the amendments provided hereunder all other terms and conditions of the Agreement,
which have not been specifically changed/ amended/ modified hereunder, shall remain unchanged
and continue to be binding between the Parties and the same shall be deemed to be a part of
this Amendment No. 4 by reference.
	 
	7.	 	This Amendment No. 4 read together with the Agreement reflects the complete understanding
between the Parties. This Amendment is incorporated into and deemed to be part of the
Agreement.





ACCEPTED AND AGREED BY THE FOLLOWING AUTHORIZED REPRESENTATIVES OF THE PARTIES:




	 	 	 	 	 	 	 	 	 
	For Make My Trip India Private Limited	 	For IBM Daksh
Business Process Services 
Private Limited
	 
	 	 	 	 	 	 	 	 
	 

	 	/s/ Vebhar Anand	 	 	 	 	 	 
	Signature	 	/s/ Vikas Bhasin	 	 	 	Signature	 	/s/ Gerry von Kalm
	 
	 	 	 	 	 	 	 	 
	Name:

	 	(1) Vebhar Anand
	 	(2) Vikas Bhasin
	 	Name:
	 	GERRY VON KALM
	Title:

	 	Assistant Vice

President
	 	Group Financial

Controller
	 	Title:
	 	CFO IBM DAKSH







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