mmyt-ex435_1248.htm



Exhibit 4.35


	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 

Amendment no. 3 to the

Global Agreement

(New Commercial Terms for Q2, Q3 and Q4 2017)

This Amendment no. 3 (“Amendment”) is made on 1 April 2017 (“Effective Date”) with reference to the Global Agreement (“Agreement”), and is effective between:

Amadeus IT Group, S.A., a Spanish company with principal offices at C/Salvador de Madariaga 1, 28027 Madrid, Spain, (“Amadeus”) - and -

MakeMyTrip (India) Private Limited, an Indian company having its principal place of business at 19th Floor, Building No. 5, DLF Cyber City, Gurgaon, 122002 (“Customer”) (Collectively, the “Parties”).

WHEREAS, the Parties have executed the Agreement, effective from 1 April 2012;

WHEREAS, the Parties wish to amend certain provisions of the Agreement in this Amendment;

NOW THEREFORE, the Parties agree as follows:


	
1.
	
Amendments to the Agreement





	
1.1
	
The definition of Booking shall be deleted and replaced with the following:




“Booking” means an individual air (“Air Booking”), car or hotel (“Non-Air Booking”) reservation entry, or entries in the itinerary portion of a PNR booked and processed in the Amadeus System which has not been cancelled, unconfirmed or unfulfilled and, in the case of an Air Booking, has had a ticket or similar document issued (“Ticketed Booking”).


	
1.2
	
The following definitions shall be added to Article 1 of the Agreement:




“Eligible Booking” means a Booking which is not a Non-Eligible Booking on which Amadeus may apply an incentive scheme and which is described on Exhibit 2 of this Agreement.  For clarification, for purposes of any incentive schemes hereunder, Eligible Bookings count for a particular Customer Office only where the Customer Office is the last owner of the Booking.

“Non-Eligible Booking” means a Booking on which Amadeus does not apply an incentive scheme and which is described on Exhibit 7 of this Agreement.


	
1.3
	
All references to “Net Bookings” in the Agreement shall be replaced with “Eligible Bookings”.




 

 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 


	
1.4
	
During the Term, the terms of Exhibits 1, 2 and 3 to this Amendment will apply and shall replace Exhibits 1, 2 and 3 to the Agreement (and any prior amendments thereto) in their entirety during such period.





	
1.5
	
Exhibit 7 to this Amendment shall be added as Exhibit 7 to the Agreement.





	
2.
	
Term and Termination




This Amendment shall be effective from the Effective Date until 31 December 2017 (the “Term”). This Amendment shall automatically terminate upon the termination or expiration of the Agreement for any reason.


	
3.
	
Confidentiality




The terms and conditions of this Amendment constitute confidential information and will be treated by the Parties as confidential information in accordance with the terms and conditions of the Agreement.


	
4.
	
General





	
4.1
	
All capitalized terms undefined herein shall have the meanings ascribed to them in the Agreement.





	
4.2
	
Except as expressly modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict or inconsistencies between the Agreement and this Amendment, the provisions of this Amendment shall prevail to the extent of such conflict or inconsistencies.





	
4.3
	
Section 3 of this Amendment (Confidentiality) shall survive the expiration or termination of this Amendment.




IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to take effect on the date herein above written.

 


	
Amadeus IT Group, S.A.
	
 
	
MakeMyTrip (India) Private Limited

	
 
	
 
	
 

	

	
 
	


	
By: Decius Valmorbida
	
 
	
By: Mohit Kabra

	
 
	
 
	
 

	
Title: Sr. VP Travel channels
	
 
	
Title: Mr.

	
 
	
 
	
 

	
Date: 23 February 2018 | 11:05:27 GMT
	
 
	
Date: 21 February 2018 | 10:42:16 CET




 



 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 

Exhibit 1

Territories, Customer Offices and Office IDs

The Agreement is valid only for the Territories and Customer Offices listed below, unless otherwise agreed by the Parties in an amendment hereto. 

 


	
Territory
	
Customer Office Name
	
Customer Office Location
	
Office ID

	
India
	
MAKE MY TRIP.COM
	
AMD
	
AMDMY3377

	
India
	
MAKE MY TRIP.COM
	
AMD
	
AMDMY38AJ

	
India
	
MAKE MY TRIP.COM-AMD
	
AMD
	
AMDMY38BL

	
India
	
MAKE MY TRIP.COM
	
BDQ
	
BDQMY3269

	
India
	
MAKE MY TRIP.COM
	
BHO
	
BHOVS3135

	
India
	
MAKE MY TRIP(INDIA)PVT LTD
	
BLR
	
BLRMY313X

	
India
	
INGOTS - MMT FRANCHISE
	
BLR
	
BLRMY31ZO

	
India
	
MAKE MY TRIP.COM
	
BOM
	
BOMMY346L

	
India
	
MAKE MY TRIP.COM
	
BOM
	
BOMMY38JH

	
India
	
HOLIDAY HUB
	
CCU
	
CCUMY31SO

	
India
	
MAKE MY TRIP.COM
	
CCU
	
CCUMY3618

	
India
	
ACE MARKETING - MMT FRANCHISE
	
DED
	
DEDMY3155

	
India
	
MAKEMYTRIP.COM
	
DEL
	
DELI228BM

	
India
	
MAKE MY TRIP.COM
	
DEL
	
DELI228CW

	
India
	
MMT FRANCHISEE - BANBOI HOLIDAYS PVT LTD
	
DEL
	
DELMY32HM

	
India
	
MAKEMYTRIP.COM
	
DEL
	
DELMY33O4

	
India
	
BONA VITA
	
DEL
	
DELMY33ZG

	
India
	
MAKEMYTRIP.COM (FARE XPERT)
	
DEL
	
DELMY34KL

	
India
	
MAKE MY TRIP.COM
	
DEL
	
DELMY34YZ

	
India
	
MAKE MY TRIP.COM
	
DEL
	
DELMY36FE

	
India
	
MAKE MY TRIP.COM
	
DEL
	
DELMY36RO

	
India
	
MAKE MY TRIP.COM
	
DEL
	
DELMY38DK

	
India
	
MAKE MY TRIP. COM
	
DEL
	
DELMY38RG

	
India
	
MAKEMYTRIP.COM
	
DEL
	
DELWI2202




 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 


	
Territory
	
Customer Office Name
	
Customer Office Location
	
Office ID

	
India
	
MAKE MY TRIP INDIA PVT. LTD.
	
GAU
	
GAUMY3191

	
India
	
MAKEMYTRIP(INDIA) PVT LTD.
	
GOI
	
GOIMY3211

	
India
	
SHARMA TRAVEL - MMT FRANCHISE
	
HYD
	
HYDMY31XN

	
India
	
MAKE MY TRIP INDIA PVT. LTD.
	
HYD
	
HYDMY3716

	
India
	
MAKEMYTRIP INDIA PVT. LTD.
	
IDR
	
IDRMY3200

	
India
	
MAKEMYTRIP INDIA PVT. LTD.
	
ISK
	
ISKMY3127

	
India
	
RK ASSOCIATES(DE-INSTL WEF 19JAN17)
	
IXD
	
IXDMY3120

	
India
	
MAKE MY TRIP.COM
	
IXE
	
IXEVS3168

	
India
	
MMT FARANCHISE JAMMU- OSR TRAVELS
	
IXJ
	
IXJMY3150

	
India
	
OM SHUBH YATRA - MMT FRANCHISE
	
KNU
	
KNUMY3170

	
India
	
MAKE MY TRIP INDIA PVT. LTD.
	
LKO
	
LKOMY3216

	
India
	
MAKEMYTRIP INDIA PVT. LTD.
	
LUH
	
LUHMY3152

	
India
	
PRAGATHI TOURS(DEINSTALL WEF 13MAY16)
	
MAA
	
MAAMY31VF

	
India
	
BHANU ALI FLY TRAVELS - MMT FRANCHISE
	
MAA
	
MAAMY31VG

	
India
	
MAKEMYTRIP (INDIA) PVT.LTD.
	
MAA
	
MAAMY3879

	
India
	
MAKEMYTRIP INDIA PVT.LTD.
	
NAG
	
NAGMY3169

	
India
	
MAKEMYTRIP(INDIA) PVT LTD.
	
PNQ
	
PNQMY3480

	
India
	
YAATRA TOURS & TRAVELS - MMT FRANCHISE
	
PNY
	
PNYMY3201




 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 


	
Territory
	
Customer Office Name
	
Customer Office Location
	
Office ID

	
India
	
MAKE MY TRIP
	
SHL
	
SHLMY3120

	
India
	
MAKE MY TRIP.COM
	
STV
	
STVMY3184

	
Singapore
	
LUXURY TOURS AND TRAVELS PTE. LTD
	
SIN
	
SINMY38BL

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO., LTD./ITC
	
BKK
	
BKKIJ310V

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO., LTD.
	
BKK
	
BKKIQ310Q

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO.,LTD./ITC
	
BKK
	
BKKIQ340R

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO.,LTD/I.T.C
	
BKK
	
BKKIW38C6

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO., LTD.
	
BKK
	
BKKOK210R

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO.,LTD.
	
BKK
	
BKKTG2517

	
Thailand
	
INTERNATIONAL TOURS CENTRE CO.,LTD
	
BKK
	
BKKTG25Y5

	
Thailand
	
MAKE MY TRIP/I T C
	
BKK
	
BKKTG27UJ

	
United Arab Emirates
	
MAKE MY TRIP C/O SNTTA
	
DXB
	
DXBAD38SS

	
United States
	
MAKE MY TRIP.COM
	
NYC
	
NYC1S21G7

	
United States
	
MAKE MY TRIP.COM
	
NYC
	
NYC1S21K0

	
United States
	
MAKEMYTRIP.COM INC
	
OAK
	
OAK1S214T




 

 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 

Exhibit 2

Commercials


	
1.
	
Booking Incentive.  Amadeus shall pay Customer an incentive per Eligible Booking (the “Booking Incentive”) as follows:





	
1.1
	
India




Table 1.1

 


				
	
XXXX
	
XXXX
	
XXXX
	
All Other Eligible Bookings*

	
XXXX
	
XXXX
	
XXXX
	
XXXX




 

* Applies to Domestic and International Eligible Bookings, subject to exceptions listed in Exhibit 7


	
 
	
(a)
	
“Domestic” means an Air Booking on a city pair where the departure city and arrival city are both in the same country.





	
 
	
(b)
	
“International” means an Air Booking that is not a Domestic Booking.





	
1.2
	
Other markets




Table 1.2

 


		
	
Point of sale
	
Booking Incentive*

	
XXXX
	
XXXX

	
XXXX
	
XXXX

	
XXXX
	
XXXX

	
XXXX
	
XXXX




 

* Applies to Domestic and International Eligible Bookings, subject to exceptions listed in Exhibit 7


	
2.
	
India Performance Bonus. Amadeus shall pay the Customer a one-time performance bonus in the amount of XXXX(“Performance Bonus”) in recognition of Customer’s performance during 2017. Customer will submit an invoice to Amadeus for the Performance Bonus and the Performance Bonus will be paid by Amadeus within forty-five days (45) days of receipt of Customer invoice.




 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 


	
3.
	
Strategic Partner Status. Amadeus shall pay the Customer an amount of XXXX (“Product Fund”) subject to the following terms:





	
 
	
3.1
	
The Product Fund shall be utilized solely to offset charges for Amadeus products and services.





	
 
	
3.2
	
The Product Fund may not be utilized for third-party products or for new products developed and customized by Amadeus specifically for Customer.





	
 
	
3.3
	
In no event shall the Product Fund be paid out in cash, nor will unused portions of the Product Fund earned in a Year roll over subsequent Years.




 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 

Exhibit 3

Products and Services

Amadeus and/or the applicable Amadeus ACO will provide Customer Offices with the following products and services at the following charges which are exclusive of taxes which will be added, if applicable.  Products and services not listed below will be charged, if ordered, at then prevailing rates or as otherwise agreed.  Products and services not listed below will be charged, if ordered, at then prevailing rates or as agreed between the Parties.  The below charges will be invoiced by Amadeus centrally, and Amadeus shall provide reports upon which the invoices are based.

 


	
Product Description
	
Charges per Unit (USD)
	
Units
	
Comments

	
Amadeus Ticket Changer (ATC) – Classic and Shopper
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Mini-rules 
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Travel Alerts Notifier (ATAN)
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Master Pricer Travelboard, Master Pricer Expert, Master Pricer Calendar
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Central Transaction System Transactions (CST)
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Web Services Development License fee
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Web Services Development support and certification Fee
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Web Services Late Development Fee
	
XXXX
	
XXXX
	
XXXX

	
Amadeus Web Services Transactions
	
XXXX
	
XXXX
	
XXXX




 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 


	
Product Description
	
Charges per Unit (USD)
	
Units
	
Comments

	
Master Pricer Instant Search

MPIS 250
	
XXXX
	
XXXX
	
XXXX

	
Extreme Search
	
XXXX
	
XXXX
	
XXXX

	
Ghost Bookings
	
XXXX
	
XXXX
	
XXXX




 

 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 

Exhibit 7

Non- Eligible Bookings and Provider Programs


	
1.
	
“Non-Eligible Bookings” are Bookings that, unless otherwise expressly stated in this Exhibit, (i) are not counted towards any Eligible Booking volume calculations, and (ii) for which Amadeus pays no Incentives.  Non-Eligible Bookings include:





	
 
	
(i)
	
Unproductive Bookings (HX, UN, NO, UC);





	
 
	
(ii)
	
Passive and ghost bookings;





	
 
	
(iii)
	
Non-GDS bookings (bookings made outside of the Amadeus System);





	
 
	
(iv)
	
Bookings made on airlines that connect to the Amadeus System via Amadeus Ticketless Access, Light Ticketing or similar connectivity (when appropriate);





	
 
	
(v)
	
Bookings on content not in the Amadeus System as of the Effective Date;





	
 
	
(vi)
	
All bookings of a Provider or specific bookings of a Provider, as indicated in Table 1 below; and





	
 
	
(vii)
	
All bookings that have not been paid by the relevant Provider.




 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 

Amadeus will have the right to amend the Provider listing in Table 1 and Non-Eligible Bookings listed above by giving Customer three (3) months’ prior written notice (the “Notice”).  If Customer objects to any such amendment, it must notify Amadeus no later than 60 days following the Notice, in which case Amadeus may engage in good faith discussions with Customer.  If such amendment is made without any changes based on such good faith negotiations, and same affects Customer by more than 10% in terms of Incentive revenue under this Agreement when compared to the prior Year, then Customer may terminate this Agreement upon 90 days advance written notice, said notice to be provided to Amadeus no later than 30 days after Amadeus’ implementation of such amendment.

Table 1

 


	
POS Market
	
Provider Type
	
Provider Code
	
Provider Name
	
Booking type 

	
Thailand
	
Airline
	
XXXX
	
XXXX
	
ALL

	
Thailand
	
Airline
	
XXXX
	
XXXX
	
Domestic

	
Thailand
	
Airline
	
XXXX
	
XXXX
	
Group Bookings

	
Thailand
	
Airline
	
XXXX
	
XXXX
	
Domestic

	
Thailand
	
Airline
	
XXXX
	
XXXX
	
Domestic

	
Singapore
	
Airline
	
XXXX
	
XXXX
	
ALL

	
Singapore
	
Airline
	
XXXX
	
XXXX
	
Group Bookings

	
Singapore
	
Airline
	
XXXX
	
XXXX
	
ALL

	
Singapore
	
Airline
	
XXXX
	
XXXX
	
ALL




 

 




	
	
Confidential Treatment Requested

 

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.




 


	
2.
	
Notwithstanding anything to the contrary herein, Amadeus will pay the following incentives (or charge the indicated opt-in charge) for the indicated Bookings. For clarification, the following Bookings (i) are counted toward the Eligible Booking volume calculations under this Agreement and (ii) do not qualify for the Incentives on Exhibit 3 unless indicated otherwise in Table 2 below.




Table 2

 


	
POS Market
	
Provider Code
	
Provider Name
	
Type of segments 
	
Incentive per Eligible Booking

(USD)
	
Opt-in charge per Eligible Booking

(USD)

	
USA
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
XXXX

	
USA
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
XXXX

	
USA
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
XXXX

	
USA
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
XXXX

	
USA
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
XXXX

	
USA
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
XXXX

	
Thailand
	
XXXX
	
XXXX
	
International
	
XXXX
	
 

	
Singapore
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
 

	
India
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
 

	
India
	
XXXX
	
XXXX
	
ALL
	
XXXX
	
 

	
Singapore
	
XXXX
	
XXXX
	
ALL
	
XXXX