EX-4.24 5 ex4-24.htm

 

Exhibit 4.24

  

CONFIDENTIAL & RESTRICTED

 

[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

 

SIDE LETTER No.2 TO THE GLOBAL AGREEMENT

 

This Side Letter (“Side Letter”) is effective from 1 July 2020 (“Effective Date”) between Amadeus IT Group, S.A., a Spanish company with principal offices at C/Salvador de Madariaga 1, 28027 Madrid, Spain, (“Amadeus”) and Yatra Online Private Limited, an Indian company having its registered office at B2, 101, First Floor, Marathon Innova, Marathon Nextgen Complex, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India (“Customer”) Each a “Party” and collectively the “Parties”.

 

WHEREAS, the Parties have executed a Global Agreement (“Agreement”) dated 1 July 2017.

 

WHEREAS, the Parties wish to revise the Agreement, as set forth in this Side Letter.

 

NOW THEREFORE, the Parties agree as follows:

 

1. The Term of the Agreement shall be extended until 30 June 2026.
   
2. The amount of Liquidated Damages (i.e., US Dollars [***]) as mentioned and defined in Clause 3.3 (iii) of the Agreement stands replaced with the amount of US Dollars [***] ([***]) and such reduced amount shall be the Liquidated Damages with the effect from the Effective Date of this Side Letter.
   
3. The following table replaces the Table 3.3 in Section 3.3 of the Agreement:

 

Year of termination  

LD Targets

(Eligible Bookings)

  Percentage reduction of Liquidated Damages
Year 4   [***]   [***]
Year 5   [***]   [***]
Year 6   [***]   [***]
Year 7   [***]   [***]
Year 8   [***]   [***]
Year 9   [***]   [***]

 

4. Exhibits 2, 3, 4 and 6 of the Agreement (as amended vide Side Letter 1) are deleted in their entirety and replaced with the updated Exhibits 2, 3, 4 and 6 attached to this Side Letter and in the event of any inconsistency between the Agreement and this Side Letter 2, this Side Letter shall prevail.

 

Agreed and accepted:

 

AMADEUS IT GROUP, S.A.   Yatra Online Private Limited
         
 /s/ Angel Gallego   /s/ Dhruv Shringi 
Signature   Signature
         
Name: Angel Gallego         Name: Dhruv Shringi                
         
Title: EVP, Travel Channels   Title: CEO
         
Date: 04 de febrero de 2021 | 9:58:54 CET   Date: 28 January 2021 | 10:59:45 CET

 

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Exhibit 2

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. Modifications to Office IDs in the below Territories may be made using the form attached as Exhibit 7 (Changes to Office IDs).

 

Territory   Customer Office Name   Location   Office ID
India   AIR TRAVEL BUREAU PRIVATE LIMITED - ACS   Bengaluru   [***]
India   ATB PRIVATE LIMITEDSHIMIZU CORP   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-ANALOG   Bengaluru   [***]
India   AIR TRAVEL BUREAU PVT LTD-PHILLIPS   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LTD-MU SIGMA   Bengaluru   [***]
India   AIR TRAVEL BUREAU PVT LTD-L G SOFT INDIA   Bengaluru   [***]
India   AIR TRAVEL BUREAU PVT LTD-BIOCON   Bengaluru   [***]
India   A T B PRIVATE LIMITEDAIRBUS ENGINEERING   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-XIAOMI   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LTD-QLIKTECH   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LTD-SIX DEE   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-AWPL   Bengaluru   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-SONATA   Bengaluru   [***]
India   ATB PRIVATE LIMITED - HCL TECHNOLOGIES   Bengaluru   [***]
India   ATB YATRA   Bengaluru   [***]
India   AIR TRAVEL BUREAU PVT LTD-MAHINDRA   Bengaluru   [***]
India   AIR TRAVEL BUREAU PVT LTD-MIND TREE LTD   Bengaluru   [***]
India   ATB YATRA   Bengaluru   [***]
India   ATB YATRA   Bengaluru   [***]
India   ATB YATRA   Bengaluru   [***]
India   ATB YATRA   Bengaluru   [***]
India   ATB YATRA   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]

 

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India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Mumbai   [***]
India   ATB YATRA   Mumbai   [***]
India   ATB YATRA   Mumbai   [***]
India   ATB YATRA   Mumbai   [***]
India   ATB YATRA   Mumbai   [***]
India   ATB YATRA   Kolkata   [***]
India   AIR TRAVEL BUREAU PVT LTD - ABP PVT LTD   Kolkata   [***]
India   ATB YATRA   Kolkata   [***]
India   ATB PRIVATE LIMITED - NUCLEUS SOFT   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED - CII   Delhi   [***]
India   ATB PRIVATE LIMITED - HAVELLS   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Delhi   [***]
India   ATB YATRA   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Delhi   [***]
India   ATB PRIVATE LIMITED-ERNST AND YOUNG   Delhi   [***]

 

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India   AIR TRAVEL BUREAU PVT LTD- S R F   Delhi   [***]
India   ATB PRIVATE LIMITED - HCLCOMNET   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-BIRLA   Delhi   [***]
India   ATB PRIVATE LIMITED - BOSTON SCIENTIFIC   Delhi   [***]
India   ATB YATRA   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-AIRBUS   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-KPMG   Delhi   [***]
India   AIR TRAVEL BUREAU PVT. LTD-PERNOD RICARD   Delhi   [***]
India   ATB PRIVATE LIMITED – CPA GLOBAL   Delhi   [***]
India   ATB PRIVATE LIMITED - VIDEOCON   Delhi   [***]
India   ATB PRIVATE LIMITED – TECH MAHINDRA   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-NIIT   Delhi   [***]
India   AIR TRAVEL BUREAU LTD(T/A ATB YATRA)   Delhi   [***]
India   ATB YATRA   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-WAPCOS   Delhi   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED-SONY   Delhi   [***]
India   ATB YATRA   Delhi   [***]
India   ATB YATRA   Delhi   [***]
India   ATB PRIVATE LIMITED – TECH MAHINDRA   Hyderabad   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED - HCL   Hyderabad   [***]
India   ATB PRIVATE LIMITED - INFOTECH   Hyderabad   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED- I S B   Hyderabad   [***]
India   ATB PRIVATE LIMITED - MYLAN   Hyderabad   [***]
India   ATB YATRA   Hyderabad   [***]
India   ATB YATRA   Hyderabad   [***]
India   ATB YATRA   Hyderabad   [***]
India   AIR TRAVEL BUREAU PVT LTD-LIFECELL INTL   Chennai   [***]
India   AIR TRAVEL BUREAU PVT LTD - GAMESA WING   Chennai   [***]
India   AIR TRAVEL BUREAU PVT LTD-TRIMBLE INFO   Chennai   [***]
India   AIR TRAVEL BUREAU PVT LTD-HYUNDAI MOTOR   Chennai   [***]
India   ATB YATRA   Chennai   [***]

 

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India   AIR TRAVEL BUREAU PRIVATE LIMITED   Chennai   [***]
India   ATB YATRA   Chennai   [***]
India   ATB YATRA   Chennai   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Pune   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Pune   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Pune   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Pune   [***]
India   ATB YATRA   Pune   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Pune   [***]
India   AIR TRAVEL BUREAU PRIVATE LIMITED   Pune   [***]
India   ATB YATRA   Pune   [***]
India   ATB YATRA   Pune   [***]
India   TSI YATRA PRIVATE LIMITED   Delhi   [***]
India   TSI YATRA PRIVATE LIMITED   Delhi   [***]
India   TSI YATRA PRIVATE LIMITED   Delhi   [***]
India   TRAVEL SERVICES INTL.   Delhi   [***]
India   TRAVEL SERVICES INTL.   Delhi   [***]
India   TSI YATRA PRIVATE LIMITED   Delhi   [***]
India   TSI YATRA PVT LTD   Chennai   [***]
India   TSI YATRA PVT LTD   Chennai   [***]
India   TSI YATRA PVT LTD   Chennai   [***]
India   TSI YATRA PVT LTD   Chennai   [***]
India   TSI YATRA PVT LTD   Chennai   [***]
India   YATRA ONLINE PVT LTD   Bengaluru   [***]
India   YATRA ONLINE PVT LTD   Mumbai   [***]
India   YATRA ONLINE PVT LTD   Kolkata   [***]
India   YATRA ONLINE PVT LTD   Kolkata   [***]
India   YATRA ONLINE PVT LTD   Kolkata   [***]
India   YATRA ONLINE PVT  LTD   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA ONLINE PVT. LTD.   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA.COM   Delhi   [***]
India   YATRA ONLINE PVT LTD BZB TEAM   Delhi   [***]
India   YATRA ONLINE   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA.COM   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
India   YATRA ONLINE PVT LTD   Delhi   [***]
Singapore   ASIA CONSOLIDATED DMC PTE. LTD.   Singapore   [***]
Thailand   G.M. TOUR & TRAVEL   Bangkok   [***]

 

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Exhibit 3

Commercials

 

1. Booking Commitments
     
1.1 Volume commitments.
   
  (a) Customer shall produce Eligible Bookings in India according to Table 1.1 below (“Annual Targets”):

 

Table 1.1

 

Year 5   Year 6   Year 7   Year 8   Year 9
[***]   [***]   [***]   [***]   [***]

 

  (b) In case the total number of GDS net bookings by all GDS users in India during Year 5 is [***]then a proportional reduction shall be made to the Year 5 Annual Target. For example, if Year 5 GDS net bookings are 30% less than the net bookings in 2019, then the Year 5 Annual Target shall be reduced by 30%. This adjustment applies to Year 5 only.

 

1.2 Share of Wallet (SOW) Commitments. Customer shall maintain the SOW commitments set forth in Table 1.2 below.

 

Table 1.2

 

Year   SOW - Domestic Bookings for Customer Offices in India   SOW -International Bookings for Customer Offices in India   SOW - All Customer Offices
Year 4   [***]   [***]   [***]
Year 5   [***]   [***]   [***]
Year 6   [***]   [***]   [***]
Year 7   [***]   [***]   [***]
Year 8   [***]   [***]   [***]
Year 9   [***]   [***]   [***]

 

2. Booking Incentives. Amadeus will pay Customer an incentive per Eligible Booking (the “Booking Incentive”) as per Tables 2.1 and 2.2 below:

 

Table 2.1 – India

 

Type of Booking  

Incentive per Eligible Booking

(USD)

Air India (AI) International   [***]
Vistara (UK) Domestic and International   [***]
All other Eligible Air Bookings (subject to Exhibit 6)   [***]
Hotel   [***]

 

Table 2.2 - Other markets

 

Point of Sale  

Incentive per Eligible Booking

(USD)

Singapore (subject to Exhibit 6)   [***]
Thailand (subject to Exhibit 6)   [***]

 

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2.1 “Share of Wallet” or “SOW” means the number of Eligible Bookings during a Year / the number of all GDS bookings by Customer Offices during the same Year, as represented by a percentage. Bookings of content that is not available in the Amadeus System or that is only available in the Amadeus System shall not be included in SOW calculations.
2.2 “Domestic” when used in relation to Bookings, means a Booking on a city pair where the departure city and arrival city are located within the same country.
2.3 “International” when used in relation to Bookings, means a Booking on a city pair where the departure city and arrival city are located in different countries.
2.4 Annual Targets are measured per Year.
2.5 All Booking Incentives listed in this Exhibit are subject to the exceptions/reductions listed
2.6 Customer acknowledges and agrees that as of 1 July 2020, Customer is holding an amount of $3,000,000 (three million) USD in advanced and unearned incentives.
2.7 Payment terms/Schedule. Booking Incentives will be paid in advance once all prior advances bonuses and other upfront payment have been earned by Customer (“Incentive Advance”) . The Incentive Advance shall be equal to Booking Incentives earned by Customer during the previous quarter.
   
3. Bonuses and Funds. As consideration for entering and complying with this Agreement, Amadeus shall provide Customer with the following bonuses and funds.
   
3.1 Product Fund.  During the Term, Amadeus will make a non-cash fund (“Product Fund”) available to Customer according to the following terms:

 

  (a) The value of the Product Fund will be $[***]USD per Eligible Booking.
  (b) The Product Fund may only be used to offset the charges for the Amadeus products and services listed in Exhibit 4.
  (c) In case charges for the products and services exceed the Product Fund, then Customer shall pay the excess.
  (d) If any amount remains in the Product Fund at the end of the Term, it will be forfeit.
  (e) Under no circumstances will the Product Fund be paid out or advanced in cash.

 

3.2 Search Fund. During the Term, Amadeus will make a non-cash fund (“Search Fund”) available to Customer according to the following terms:

 

  (a) During Quarters in which SOW (for all Customer Offices) is greater than 50%, Customer shall receive a Search Fund of $[***]USD per Eligible Booking.
  (b) During Quarters in which SOW (for all Customer Offices) is less than 50%, Customer shall receive a Search Fund of $[***]USD per Eligible Booking.
  (c) The Search Fund may only be used to offset the charges for Master Pricer Transactions as listed in Exhibit 4.
  (d) In case charges for Master Pricer Transactions exceed the Search Fund, then Customer shall pay the excess.
  (e) The Search Fund must be used during the Year in which it is earned. If any amount remains in the Search Fund at the end of the Year, it will be forfeit.
  (f) Under no circumstances will the Search Fund be paid out or advanced in cash.

 

4. Shortfall
   
4.1 For any Year in which the Annual Target is not met, or the SOW commitment is not achieved, all Booking Incentives for such Year shall be reduced by $[***]USD per Eligible Booking.
4.2 If Customer fails to generate at least [***]Eligible Bookings between 1 July 2020 and 30 June 2023 or [***]Eligible Bookings between 1 July 2020 and 30 June 2026, then Customer shall:

 

  (a) Reimburse to Amadeus any and all unearned advanced Incentives which Customer is holding as of 30 June 2023 and 30 June 2026, respectively; and
  (b) Pay all Liquidated Damages and Interest applicable under Section 3.3(iii) of the Agreement.

 

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5. Incentive Exceptions.
   
5.1 Notwithstanding anything to the contrary in the Agreement, all Incentives and Eligible Booking volume calculations may be adjusted by Amadeus (i) where a Provider makes, or has made before the Effective Date, its content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or (ii) with respect to Provider content that becomes part of a Provider and/or Amadeus content program, and/or (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify Customer of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content.  The Parties will discuss in good faith any such terms and conditions upon the Customer’s request.  Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer.  If Customer chooses not to accept such terms and conditions by notifying Amadeus in writing within 30 days of Amadeus’ notice, then: (i) Amadeus and/or the applicable Amadeus ACO may restrict access to the Affected Content, and/or (ii) no Incentives will apply on such Affected Content, after, in both the instances stated at (i) and (ii), an advance written notice of 30 days has been served upon the Customer.   For clarification Bookings that are booked on low cost or budget Providers and/or via Amadeus Ticketless Access or Amadeus Light Ticketing will not qualify for Incentives unless otherwise agreed by the Parties. In the event that access is restricted to Affected Content which represents at least 15% of Customer’s Yearly Eligible Bookings, then the Annual Target shall be proportionally reduced from the time of such event. For example, if access to Provider X is restricted during Year 6, and if Customer’s Eligible Bookings on Provider X represented 30% of Customer’s Eligible Bookings during Year 5, then the Year 6 Annual Target shall be reduced by 30%, prorated from the time of the restriction until access to the content is restored. .
5.2 If Amadeus notifies Customer that it will apply the terms of this provision, Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC or any of their affiliates (the “Auditor”) verifies Amadeus’ compliance with this provision. Customer shall bear the cost of such audit. The Auditor will issue a report which shall be limited to confirming whether Amadeus meets the requirements of this provision. Amadeus will pay the cost of such audit if the report indicates that the requirements of this provision were not met. The Auditor will be subject to a confidentiality agreement to ensure confidentiality of Amadeus and its Provider’s information.
5.3 Amadeus and Amadeus ACOs have programs and/or arrangements in place in certain markets as of the Effective Date with respect to certain Providers.  Such programs and/or arrangements will apply to the affected Customer Offices. Other programs and/or arrangements may be identified on Exhibit 6.  All such programs and/or arrangements are subject to change upon 30 business days’ written notice to the Customer.

 

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Exhibit 4

Products and Services

 

Amadeus and/or the applicable 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.

 

    Product Description   Charges (USD)   Comments
1.1   Ghost Bookings  

Excess Irregular Ghost Booking generated on the Amadeus system via a Client Application will be subject to a fee of $[***]per Excess Irregular Ghost Booking.

 

 

“Excess Irregular Ghost Booking” means any Irregular Ghost Bookings that are in excess of 1% of the number of Eligible Bookings, as measured monthly.

 

Not applicable to SpiceJet Ghost Bookings.

 

External Ghost Bookings generated on Amadeus via the Client Application will not be charged to the Customer

             
1.2   Central System Transactions  

[***] Central System Transactions per Eligible Booking produced by all Customer Offices combined during a month free of charge.

 

Central System Transactions above this threshold for the month will be subject to a charge of $[***]per such excess Transaction

   
             
1.3   Web Service Transactions  

[***] Web Service Transactions per Eligible Booking produced by all Customer Offices combined during a month free of charge

 

Web Service Transactions above this threshold for the month will be subject to a charge of $[***]per such excess Transaction

  Waived
             
1.4   Amadeus Ticket Changer  

$ [***]per ticket re-issued, refunded or exchanged.

 

[***] ([***]) pricing transactions per ticket reissued, refunded or exchanged (measured monthly) are free of charge.

  

Additional transactions charged at $[***]per transaction

   
             
1.5   Master Pricer Travelboard, Master Pricer Expert, Master Pricer Calendar  

All Master Pricer Transactions are charged at $[***]per Transaction

 

 

Search Fund available to offset these charges

 

             
1.6   Mini Rules (standalone or through Master Pricer)   $[***]per Eligible Booking  

Waived, provided the SOW commitments set forth in Exhibit 3, Section 1.2 are achieved.

 

Usage of Mini Rules for non-Amadeus GDS bookings is chargeable regardless of SOW achievements.

             
1.7   Man-Days   Development services are available at a charge of $[***]per man-day    

 

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Exhibit 6

Non- Eligible Bookings and Provider Programs

 

1. Non-Eligible Bookings” means Bookings that, unless otherwise expressly stated in this Exhibit: (a) shall not count towards any Eligible Booking volume calculations; and (b) for which Amadeus pays no Incentives. Non-Eligible Bookings include:

 

  (i) Unproductive Bookings (HX, UN, NO, UC);
  (ii) Passive Bookings and Ghost Bookings;
  (iii) Non-GDS bookings (i.e., bookings made outside of the Amadeus System);
  (iv) Bookings made on Provider Owned Distribution Channels that are ticketed by a Customer Office;
  (v) Bookings of a non-air Provider that are made available in the air availability display of Amadeus Selling Platform;
  (vi) Bookings on airlines that connect to the Amadeus System via Amadeus Ticketless Access, Amadeus Light Ticketing, a proprietary airline API or similar connectivity;
  (vii) Bookings coming from Content Aggregator sources (e.g., Pyton Flight Portal);
  (viii) Bookings of a Provider that are not processed through standard EDIFACT protocols (e.g., NDC);
  (ix) Bookings for which Amadeus has received a claim for payment from a third party;
  (x) Bookings that have not been paid by the relevant Provider and which have been notified to Customer within 10 days of Amadeus’ knowledge of the Provider’s non-payment, except where Amadeus knew in advance that a Provider would default on its payment obligations and Amadeus did not notify Customer of this or did not remove the Provider’s content from the Amadeus System;
  (xi) Bookings on content not in the Amadeus System as of the Effective Date;
  (xii) Bookings made via private booking arrangements agreed directly between travel agencies and the relevant Provider for access to specified content, including content that is not made generally available (e.g. private channel); and
  (xiii) All Bookings of a Provider or specific Bookings of a Provider, as indicated in Table 1 and Table 2 below.

 

2. “Local Domestic” means an Eligible Booking sold in a Provider’s Prime Market on a city pair where the departure city and arrival city are located within the same country.
3. “Local International” means an Eligible Booking sold in a Provider’s Prime Market on a city pair where the departure city and arrival city are located in different countries.
4. “Passive Booking” means a Passive Air Booking or a Passive Hotel Booking.
5. “Passive Air Booking” means a booking originally confirmed or waitlisted outside the Amadeus System that is recreated by an Amadeus System user and evidenced by such status codes as, for example, PK, PL, PU or PX.
6. “Passive Hotel Booking” means a booking which contains booking information for an existing property in the Amadeus System but the reservation is made outside of the Amadeus System (e.g., by phone or via the internet).
7. “Prime Market” means the country where the most Bookings on a specific Provider are made through the Amadeus System.
8. “Regional” means an Eligible Booking sold in the Region where a Provider’s Prime Market is located but does not include Bookings sold in the Prime Market itself.
9. “Region” means any of the following regions: (i) North America; (ii) Central America and the Caribbean; (iii) Western and Central Europe; (iv) Middle East and Africa; (v) Eastern Europe and Central Asia; (vi) South America; (v) South and South-East Asia; (vi) North Asia; and (vii) Australia, New Zealand and South Pacific.

 

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Table 1

 

Provider (code)   Provider   Point of Sale (Market)   Booking Type
HS and HV   Hotel Reservation Service   Worldwide   All
AD   Amadeus Value hotels   Worldwide   All
WM   Welcomebeds   Worldwide   All
EY   Totalstay   Worldwide   All
SJ   Sun Hotels   Worldwide   All

 

Amadeus will have the right to amend the Provider listing in Table 1, Table 2, Table 3 and Non-Eligible Bookings listed above by giving Subscriber three (3) months’ prior written notice (the “Notice”). If Subscriber 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 Subscriber. If such amendment is made without any changes based on such good faith negotiations, and same affects Subscriber by more than 10% in terms of Incentive revenue under this Agreement when compared to the prior Year, then Subscriber may terminate this Agreement upon 90 days advance written notice without any obligation of paying Liquidated Damages under this Agreement, said notice to be provided to Amadeus no later than 30 days after Amadeus’ implementation of such amendment.

 

Table 2

 

POS Market   Provider Type   Provider Code   Provider Name   Type of segments
Worldwide   Airline   N4   Nordwind Airlines   All
Worldwide   Airline   L6   Mauritania Airlines   All
Worldwide   Airline   5N   Smartavia   All
Worldwide   Airline   WZ   Redwings   All
Worldwide   Airline   VZ   Thai Vietjet Air   All
Worldwide   Airline   SM   Air Cairo   All
Thailand   Airline   JQ, 3K, GK, BL   Jetstar & Affiliates   All
Thailand   Airline   TG   Thai Airways   Domestic
Thailand   Airline   EK   Emirates   Group Bookings
Thailand   Airline   SL   Thai Lion   Domestic
Thailand   Airline   WE   Thai Smile   Domestic
Singapore   Airline   JQ, 3K, GK, BL   Jetstar & Affiliates   All
Singapore   Airline   EK   Emirates   Group Bookings
Singapore   Airline   TZ   Scoot   All
Singapore   Airline   TR   Tiger Air   All
India   Airline   SG   Spicejet   All

 

Amendment to the Global Agreement

Amadeus IT Group, S.A.

Page 11 of 12

 

amadeus.com

 

 

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 towards the Eligible Booking volume calculations under this Agreement and (ii) do not qualify for the Incentives on Exhibit 3 unless indicated otherwise in Table 3 below.

 

Table 3

 

POS Market   Provider Code   Provider Name   Type of segments   Incentive per Eligible Booking   Opt-in charge per Eligible Booking
India, Singapore, Thailand   PK   Pakistan International   All   USD [***]    
India, Thailand   TR   Scoot Tigerair   Regional   USD [***]    
Thailand   ZE   Eastar Jet   All   USD [***]    
Thailand   LJ   JinAir   All   USD [***]    
Thailand   SL   Thai Lion   International   USD [***]    
Thailand   VJ   VietJet Air   All   USD [***]    
Singapore, Thailand   SG   Spicejet   All   USD [***]    
Singapore   VJ   VietJet Air   All   USD [***]    
India, Singapore   SL   Thai Lion   All   USD [***]     
India, Singapore   OD   Malindo   All   USD [***]    

 

Amendment to the Global Agreement

Amadeus IT Group, S.A.

Page 12 of 12

 

amadeus.com