Ex-10.4.2






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 27th day of February 2009 by and between:-





	1.	 	AMADEUS INDIA PRIVATE LIMITED, having its registered office at E-9, Connaught House,
Connaught Place, New Delhi 110001(hereinafter to as “AIPL”)of the one part
	 
	 	 	and
	 
	2.	 	MAKEMYTRIP (lNDlA) PRIVATE LIMITED, having its registered office at F-46 First Floor,
Malhotra Building, Connaught Place, New Delhi and corporate office at 103, Udyog Vihar Phase
1, Gurgeon 122016, Haryana, India (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 1st 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
1st 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 28th 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
30th , 2009 subject to successful
Migration to Amadeus GDS. However if the below
conditions are met before April 30th, 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 30th 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:





	 	 	 
	Loyalty Incentive payment	 	Relevant Incentive period
	1st Incentive payment

	 	March 2009–Sep 2009
	2nd Incentive payment

	 	Oct 2009–March 2010
	3rd Incentive payment

	 	Apr 2010–Sep 2010
	4th Incentive payment

	 	Oct 2010–March 2011
	5th Incentive payment

	 	April 2011–Sep 2011
	6th Incentive payment

	 	Oct 2011–March 2012
	7th Incentive payment

	 	Apr 2012–Sep 2012
	8th Incentive payment

	 	Oct 2012–Feb-2013







	 	 	 	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.




	 	 	 	 	 	 	 
	SIGNED by MR /s/ RAKESH BANSAL         )

	 	SIGNED by MR /s/
RAJESH MAGOW	 	 
	for and on behalf of                                           )

	 	for and on behalf of     
	 	)
	AMADEUS INDIA PVT. LTD.)

	 	MAKE MY TRIP (INDIA) PVT.     
	 	)
	on                 27/2/                 2009           )

	 	LTD. on                    2009     
	 	)
	in
the
presence of:
 

	 	in the presence of:     
	 	)
	/s/ Ravi Jakkula

	 	/s/ Vikas Bhasin    /s/ Rajesh Magow
	 	 
	Name: RAVI JAKKULA

	 	Name: Rajesh Magow	 	 
	Position:  
	BUSINESS HEAD	 	 	VIKAS BHASIN	 	 
	 	KEY ACCOUNTS

	 	Position: CFO     	FINANCIAL CONTROLLER	 	 










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