Exhibit 4.30





Exhibit 4.30




Third
Amended and Restated Loan Agreement

[Note: Translation of original contract written in Chinese.]




The
Amended and Restated Loan Agreement is executed on April 21, 2008 by the following each parties.



eLong,
Inc (hereinafter “Party A”)

Legal Address: 4th Floor, Hutchence David Century Garden, George Town, Grand
Cayman, Cayman Islands



Justin Tang (hereinafter “Party B”)

Address: Room 23A No. 1 Building, Yujing Garden,
No.5 Shoutudong Street,
Chaoyang District, Beijing, P. R. China

ID No.: 320106197103121236



Guangfu Cui (hereinafter “Party C”)

Residence: No.1, XiangHongqi Street, Haidian District, Beijing

ID No.: 110108196902010857



Jack Wang (hereinafter “Party D”)

Residence: 19th Floor, Liufangbeili Street, Chaoyang District, Beijing

ID No.: 11010519730528111X



Whereas:



1. Party A is a company registered in Cayman Islands; Party B ,Party C and Party D are the citizens
of the People’s Republic of China. Party B holds 75% equity interest in Beijing eLong Information
Technology Co., Ltd. (hereinafter “Beijing eLong”). eLongNet Information Technology (Beijing) Co.,
Ltd. (hereinafter eLongNet Technology)is a wholly foreign owned enterprise registered and validly
existing under the laws of PRC and Party A holds 100% equity interest of it.



2. Party A, Party B, Veronica Chen, who held 12.5% equity interest in Beijing eLong, and Raymond
Huang, who held 12.5% equity interest in Beijing eLong, once signed an Second amended and restated
loan agreement on December 30th 2004, with agreement on the credit-debt relationship
that Party A borrowed RMB16,000, 000 to Party B, Veronica Chen, and Raymond Huang , of which there
is RMB 12,000,000 to Party B, RMB 2,000,000 to Veronica Chen and RMB 2,000,000 to Raymond Huang.



3. According to the Stock Transfer and Debt Transfer Agreement signed between Party C, Party
D, Veronica Chen and Raymond Huang on April 28, 2008, Party C is assigned with the 12.5% equities
of Beijing eLong by Veronica Chen and the entire credit-debt relationship with Beijing eLong
incurred from Veronica Chen, Party D is assigned with the 12.5% equities of Beijing eLong by
Raymond Huang and the entire credit-debt relationship with Beijing eLong incurred from Raymond
Huang.



4. To reflect the entire credit-debt relationship with Beijing eLong assigned from Veronica Chen,
Raymond Huang to Party C and Party D, Party A, Party B, Party C and Party D hereby make this
amendment and restatement to the Second Amended and Restated Loan Agreement signed with Party A,
Party B, Veronica Chen, Raymond Huang on December 30, 2004, according to the description in this
agreement.



NOW THEREFORE, Party A, Party B, Party C and Party D through friendly negotiations hereby agree to
and abide by this agreement (hereinafter referred to as “This agreement”) as follows:



1). Party A agree to provide a loan to Party B, Party C and Party D with the total as RMB16,000,000
in accordance with the terms and conditions under the Agreement, of which there is RMB12,000,000 to
Party B, RMB 2,000,000 to Party C and RMB 2,000,000 to Party D. Party B, Party C and Party D accept
such loan.


 


 









 





2). Party B, Party C and Party D agree such loan shall be used only to pay the amount of capital
subscribed or to invest in Beijing eLong by the other forms. Without the prior written consent of
Party A , Party B, Party C and Party D shall not use such loan for any other purpose.



3). The preconditions of the Loan provided by Party A to Party B, Party C and Party D:



(1). Party B, Party C and Party D as well as eLongNet Technology have formally executed a Equity
Interest pledge contract (Hereinafter the “Equity Interest Pledge Contract”), by virtue of the
agreement, Party B, Party C and Party D agree to pledge all their equity interest in Beijing eLong
to eLongNet Technology.



(2). Party B, Party C, Party D and Party A have executed an exclusive purchase contract (the
“Exclusive Purchase Contract”) under the fifth term of The Agreement, as per which Party B, Party C
and Party D grant Party A an option to purchase all or part of equity interest in Beijing eLong
provided that it is permitted by laws of PRC.



(3). The above-mentioned Equity Interest Pledge Contract and Exclusive Purchase Contract are in
full effectiveness, of which there is none of default event and all relevant filing procedures,
approval, authorization, registration and governmental proceedings have been obtained or completed
(if needed).



(4). The representation and warranties of Party B and Party C under Section 10 are true, integrate,
correct and un-misleading.



(5). Party B, Party C and Party D breaches none of its commitments under Section 11, Section 12 and
no event which will affect their performance of the obligations hereunder, happens or threatens to
happen.



4). Party A, Party B, Party C and Party D hereby agrees and confirms that, under preconditions
permitted by the Chinese laws and within scope allowed in the Chinese laws, Party A has the rights
but no obligations to buy or designate other persons (legal person or natural person) to purchase
all or partial equity interests of Party B, Party C and Party D (the “Purchase Right”) in Beijing
eLong, provided that Party A notifies Party B, Party C and Party D on purchase of equity interests
in writing. Once Party A has issued the written notice on executing the purchase right, Party B,
Party C and Party D will, immediately according to the wishes and instructions of Party A, transfer
their equity interests in Beijing eLong to Party A or any other person as designated by Party A at
original investment price or other prices as agreed by Party A. Party A, Party B, Party C and Party
D agree to sign an exclusive purchase right agreement in light of the said matters.



5). Party B, Party C and Party D agree that, when they transfer their Equity Interest in Beijing
eLong to Party A or the person designated by Party A. according to the exclusive purchase contract,
any proceeds raised from the transfer shall be paid promptly to Party A as the refund of the loan
under the Agreement.



6). All the parties jointly agree and confirm that, the loan under the Agreement shall be deemed as
the loan without interest, except there exists other stipulation hereunder. But when the equity
interest transfer under Section 5 happens and if its necessary to appraise the equity interest
according to the relevant laws and if the equity interest transfer price is higher than the
principle of loan according to the appraisal result, the exceed part shall be paid back to Party A
as the cost occupied by the interest of the loan or the capital burdened by Party A.


 


 









 





7). Term for the loan hereunder will terminate on April 21st 2018 starting from
effective date of this agreement, and can be extended upon written agreement of parties hereto. But
during the term or extended term of such loan, Party B and/or Party C and/or Party D shall refund
the loan to Party A ahead of the loan term or the extended loan term, if any of the following
events occurs:



(1) Party B quits from or dismissed by Party A or its affiliates;



(2) Party B become dead or becomes a person without capacity or with limited capacity for civil
acts;



(3) Party B committed a crime or involved a crime;



(4) Any other third party claim more than RMB100,000 against Party B, Party C and Party D;



(5) Under the permit of the PRC ‘ s Law, Party A or other designated by Party A may invest in the
telecommunications internet information service business or other business of Beijing eLong, and
according to the Exclusive Purchase Contract, Party A shall issue a written notification to the
Party for the purchase of Beijing eLong’s equity interest and perform the right of purchase.



When the loan is due, the corresponding borrower (or its successor or transferee) shall transfer
its equity interest in Beijing eLong to the person designated by Party A promptly (or to Party A,
provided that it is permitted under the laws of PRC). Any proceeds raised from the transfer shall
be paid to Party A as the refund of the loan and the right as well as the obligation under the
Agreement shall terminate simultaneously.



8. Party A represents and warrants to Party B, Party C and Party D that, on the execution date of
the Agreement,



(1) Party A is a company registered in Cayman Islands and validly existing under the laws of it.



(2) Subject to its business scope, constitution and other organizational documents, Party A has the
full right and power and has obtained all necessary and appropriate approval and authorization to
execute and perform this Agreement;



(3) The execution and the performance of this Agreement shall not be against any enforceable and
effective laws and regulations, governmental approval, authorization and notification, other
government documents and any contracts executed with, or commitments made to, any third party; and



(4) This Agreement shall constitute the legal, valid and binding obligations of Party A, which is
enforceable against Party A in accordance with its terms upon its execution.



9. Party B, Party C and Party D represents and warrants to Party A that, from the execution date of
this Agreement until the date this Agreement terminates,



(1) Beijing eLong is a limited liability company registered and validly existing under the laws of
PRC. Party B, Party C and Party D is the shareholder of Beijing eLong;



(2) Subject to the constitution and other organizational documents of Beijing eLong, Party B, Party
C and Party D has full right and power and has obtained all necessary and appropriate approval and
authorization to execute and perform this Agreement;



(3) Party B, Party C and Party D shall not execute and perform this Agreement against any
enforceable and effective laws and regulations, governmental approval, authorization and
notification, or other government documents and any contracts executed with, or commitments made
to, any third party;



(4) This Agreement shall constitute the valid and legally enforceable obligations of Party B, Party
C and Party D;



(5) Party B, Party C and Party D has paid contribution in full for its equity in Beijing eLong in
accordance with applicable laws and regulations and has acquired capital contribution verification
report issued by the qualified accounting firm;



(6) Party B, Party C and Party D neither create pledge, mortgage or any other security, nor make
third party any offer to transfer their equity held on Asia Media, nor make acceptance for the
offer of any third party to purchase their equity, nor execute agreement with any third party to
transfer the equities of Party B, Party C and Party D, except the terms of the Equity Pledge
Contract;


 


 









 





(7) There are no disputes, lawsuit, arbitration, administrative or other proceedings related to the
equities of Beijing eLong held by Party B, Party C and Party D, and/or Party B, Party C and Party
D, nor any threatened disputes, lawsuit, arbitration, administrative or other proceedings involving
Party B, Party C and Party D and/or the equities held by Party B, Party C and Party D; and



(8) Beijing eLong has completed all governmental approval, authorization, license,and register,
filing and otherwise necessary to carry out the business subject to its business license and to
possess its assets.



10). Party B, Party C and Party D agree that it shall, during the term of this Agreement,



(1) Not sell, transfer, mortgage, dispose of in any other way, or create other security interest
on, any of its legal right of equity or equity interest in Beijing eLong without Party A’s prior
written consent, except the terms of the Agreement;



(2) Without Party A’s prior written consent, not to consent, support or execute any resolution in
the shareholders’ meeting of Beijing eLong for the sale, transfer, mortgage, any other disposal of
Beijing eLong’s legal right of equity or equity interest or to create any other security interest
of Beijing eLong’s legal right of equity or equity interest, except that the counter party is Party
A or those designated by Party A;



(3) Without Party A’s prior written consent, not to consent, support or execute any resolution in
the shareholders’ meeting of Beijing eLong for the merge or combination with, buy or investment in,
any person;



(4) Promptly inform Party A of the pending or threatened suit, arbitration or regulatory procedure
concerning the equity interest of Beijing eLong;



(5) Execute all necessary or appropriate documents, take all necessary or appropriate action and
bring all necessary or appropriate lawsuit or make all necessary and appropriate defending against
all claims, in order to maintain the ownership of Beiing eLong for all its assets;



(6) Do nothing that may materially affect the assets, business and liabilities of Beijing eLong
without Party A’s prior written consent;



(7) Appoint any person to be the director of Beijing eLong subject to Party A’s request;



(8) Transfer promptly and unconditionally, at once, all of the Equity Interest of Beijing eLong to
Party A or representative designated by Party A and cause the other shareholder of Beijing eLong to
waive its option to purchase such equity hereof, subject to the requesting of the then holding
company of Party A, provided that such transfer is permitted under the laws of PRC;



(9) Not require Beijing eLong to issue dividends or allocate its allocable profits to Party B,
Party C and Party D;



(10) Cause the other shareholder of Beijing eLong to transfer promptly and unconditionally, at
once, all equity interest of the other shareholder in Beijing eLong to Party A or the
representative designated by Party A, Party B, Party C and Party D hereby waive its option to
purchase such equity interest hereof, subject to the requesting of the then holding company of
Party A, provided that such transfer is permitted under the laws of PRC;



(11) Once Party B, Party C and Party D transfer the equity interest in Beijing eLong to Party A or
the representative designated by Party A, Any proceeds raised from the transfer shall be refund to
Party A promptly.


 


 









 





(12) Comply strictly with the terms of this Agreement, and Exclusive Purchase Contract, fully
perform all obligations under such contracts and do nothing affecting the validity and
enforceability of such contracts.



11). Party B, Party C and Party D, as major shareholder of Beijing eLong, agrees that it shall
cause Beijing eLong, during the term of this Agreement,



(1) Not to supply, amend or modify its articles of constitution, to increase or decrease its
registered capital, or to change its capital structure in any way without Party A’s prior written
consent;



(2) Subject to good financial and business rules and practices, to maintain and operate its
business and handle matters prudently and effectively;



(3) Not to sell, transfer, mortgage, dispose of in any other way, or to create other security
interest on, any of its assets, business or legal right to collect interests without Party A’s
prior written consent;



(4) Without Party A’s prior written consent, not to create, succeed to, guarantee or permit any
debt, except (i) the debt arising in the course of the ordinary or daily business operation, but
not arising from the loan, and (ii) the debt being reported to Party A or having approved Party A
in writing;



(5) To operate persistently all the business of Beijing eLong and to maintain the value of its
assets;



(6) Without Party A’s prior written consent, not to execute any material contracts (During this
stage, a contract will be deemed material if the value of it exceeds RMB100, 000) except those
executed during the ordinary operation;



(7) To provide information concerning all of its operation and financial affairs subject to Party
A’s request;



(8) Not to merger or combine with, buy or invest in, any other person without Party A’s prior
written consent;



(9) Without Party A’s prior written consent, not to issue dividends to each shareholder in any
form, however, Beijing eLong shall promptly allocate all its allocable profits to each of its
shareholders upon Party A’s request;



(10) To inform promptly Party A of the pending or threatened suit, arbitration or regulatory
procedure concerning the assets, business or income of Beijing eLong;



(11) To execute all necessary or appropriate documents, to take all necessary or appropriate action
and to bring all necessary or appropriate lawsuit or to make all necessary and appropriate
defending against all claims, in order to maintain the ownership of Beijing eLong for all its
assets;



(12) To comply strictly with the terms under the technical service Contract and other contracts,
fully perform all obligations under such contracts and do nothing affecting the validity and
enforceability of such contracts.



12). Party B, Party C and Party D further agree that, they shall pledge all their equity interest
in Beijing eLong to eLongNet Technologies for the warrant of the payment obligation of Beijing
eLong under the technical service Contract. Party B, Party C and Party D shall handle procedures
for the registrations of the pledge at the company registration authority promptly after execute
the Agreement.



13). The Agreement are effective to all the parties and their inheritor or transferee, and executed
only for the interest of them. Without the other party’s prior written consent, any party shall not
transfer, pledge or transfer in any other way the right, interest or obligation under the
Agreement.



14). The execution, validity, interpretation, performance, modification, termination and settlement
of disputes of this Agreement shall be governed by the laws of PRC.


 


 









 





16). Arbitration



(1) Any dispute, tangle or claim arising from the agreement or relating with the agreement
(including any issue relating with the existence, validity or termination of the agreement) should
be submitted to China International Economic and Trade Arbitration Commission (the “Arbitration
Commission”). Arbitration Commission shall conduct arbitration in accordance with the current
effective rules of Arbitration application. The arbitration award shall be final and binding upon
both parties.



(2) Arbitration place shall be in Beijing, PRC.



(3) Arbitration language shall be Chinese.



(4) The court of arbitration shall compose of three arbitrators. Both parties should respectively
appoint a arbitrator, the chairman of the court of arbitration shall be appointed by both parties
through consultation. In case both parties do not coincide in opinion of the person selected for
the chief arbitrator within twenty days from the date of their respectively appoint an arbitrator,
the director of Arbitration Commission shall have right to appoint the chief arbitrator. The chief
arbitrator shall not be Chinese citizen or United State citizen.



(5) Both parties agreed that the court of arbitration established according to the regulation shall
have right to provide actually performed relief on the proper situation according with China’s Law
(including but not being limited to Law of Contract of the People’s Republic of China). For the
avoidance of doubt, both parties further that any court having jurisdiction (including China’s
Court) shall carry out the arbitral award of actual performance issued by the court of arbitration.



(6) Both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably
abstain the right to appeal, reexamine or prosecute to national court or other administration of
justice in any form, and the precondition shall be that the aforesaid waiver is effective. However
the waiver of both parties does not include any post-arbitration injunction, post-arbitration
distress warrant or other command issued by any court having jurisdiction (including PRC Court) for
terminating the arbitration procedure or carrying out any arbitral award.



17). Party B and Party C will not cancel or terminate this Agreement under any circumstance, except
(1) Party A has gross negligence, commits fraud or other serious illegal act, or (2) Party A
bankrupt or insolvent;



18). No amendment or change is permitted unless with written agreement from parties to this
agreement. Any outstanding issues of this agreement, if any, shall be supplemented by parties
hereto through signing a written agreement. Any amendment, change and supplement executed by all
the parties and any appendix of this Agreement shall be the indispensable part of this Agreement.



19). This Agreement is the integral agreement of the transaction stipulated in this Agreement and
it will replaced all the oral negotiation or written opinion for this transaction heretofore.



20). This Agreement is divisible and any invalid or unenforceable clause of this Agreement will not
affect the effectiveness and enforceability of other clause of this Agreement.



21). The business, operation, financial affairs and other confidential documents concerning any
party of this Agreement are confidential data. All the parties shall strictly protect and maintain
the confidentiality of all such confidential data acquired from The Agreement or from the
performance of The Agreement.



22). This Agreement is in triplicate originals and each Party holds one copy. Each original has the
same legal effect.


 


 









 





IN WITNESS WHEREOF, Parties to this Agreement or through their duly authorized representatives have
executed this Agreement as of the date first written above in Beijing.



	 	 	 	 	 
	Party A: eLong, Inc.
	 	 	 	 
	Signature of Authorized Representative:

	 	/s/ Chris Chan	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Party B: Justin Tang
	 	 
	Signature:

	 	/s/ Justin Tang	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Party C: Guangfu Cui
	 
	Signature:

	 	/s/ Guangfu Cui	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Party C: Jack Wang
	 
	Signature:

	 	/s/ Jack Wang