Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 17, 2024

Mondee Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39943

88-3292448

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



10800 Pecan Park Blvd Suite 315 Austin, Texas						78750
(Address of principal executive offices)						(Zip Code)

(650) 646-3320

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, $0.0001 par value per share

MOND

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On January 17, 2024, Mondee Holdings, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries, on the one hand, and TCW Asset Management Company, a Delaware limited liability company (the “Administrative Agent”), Wingspire Capital LLC, a Delaware limited liability company (“Wingspire”), and the lenders from time to time (the “Lenders”) party to the Financing Agreement (as defined herein), on the other hand, entered into that certain Amendment No. 12 (the “Amendment”) to that certain financing agreement, dated as of December 23, 2019, with (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Financing Agreement”).

The Amendment memorializes agreements made by the parties prior to the end of the 2023 calendar year, including the following: (i) sets forth the terms and conditions and provides consent to the Company’s acquisition of Purple Grids, Inc. (“Purple Grids”) pursuant to that certain Stock Purchase Agreement by and among the Company, Mondee, Inc., Purple Grids and the other parties thereto dated as of November 13, 2023, as previously disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 17, 202; (ii) requires that Company pledge 100% of the equity interests of Purple Grids, as set forth in the Amendment; (iii) defers a portion of the principal amortization due in December 2023 to the termination date of the Financing Agreement and capitalizes other interest due in December 2023; (iv) defers certain refinancing milestones and modifies certain liquidity requirements; (v) modifies the payment of certain administrative fees to quarterly rather than annually; and (vi) provides for the payment of certain fees.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference, and by reference to the Financing Agreement, a copy of which was filed as an exhibit 10.43 to the Company’s Registration Statement on Form S-4 with the Securities and Exchange Commission on March 21, 2022 (File No. 333-263727) and incorporated by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the Amendment is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description
10.1†		Financing Agreement, by and between Mondee Holdings, LLC and the “Borrowers,” the “Guarantors,” the “Lenders” and TCW Asset Management Company LLC, dated as of December 23, 2019, as amended. (Incorporated by reference to Exhibit 10.43 filed with the Company’s Form S-4/A on June 13, 2022)
10.2†*		Amendment No. 12 to the Financing Agreement, dated January 17, 2024.
104		Cover Page Interactive Data File
*		Filed herewith.
†	Certain confidential information (indicated by brackets and asterisks) has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MONDEE HOLDINGS, INC.

Dated: January 19, 2024

By:

/s/ Jesus Portillo

Name: Jesus Portillo

Title: Chief Financial Officer

CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

CONSENT, WAIVER AND

AMENDMENT NO. 12 TO FINANCING AGREEMENT

CONSENT, WAIVER AND AMENDMENT NO. 12, dated as of January 17, 2024 (this "Amendment"), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Financing Agreement"), by and among Mondee Holdings, Inc., a Delaware corporation (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), TCW Asset Management Company LLC, a Delaware limited liability company ("TCW"), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") and Wingspire Capital LLC, a Delaware limited liability company (“Wingspire”), as revolving agent for the Revolving Loan Lenders (in such capacity, together with its successors and assigns in such capacity, the "Revolving Agent" and together with the Administrative Agent, each an "Agent" and collectively, the "Agents").

WHEREAS, prior to the end of the 2023 calendar year, the Loan Parties, the Agents and the Lenders have agreed upon certain consents, waivers and amendments and wish to memorialize such consents, waivers and amendments in this Amendment, subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.

2. Consent, Waiver and Payment Schedule.

(a) Consent.

(i) In reliance upon the representations and warranties made by the Loan Parties set forth in Section 4 below and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below:

(A) the Agents and the Lenders hereby consent to (i) the acquisition by Mondee, Inc. of all of the Equity Interests of Purple Grids Inc, a Delaware corporation (“Purple Grids” and such acquisition, the “Purple Grids Acquisition”), pursuant to that certain Stock Purchase Agreement, by and among Mondee, Inc., the Parent, Purple Grids, each of the individuals and entities listed on Exhibit A thereto and Joseph Vijay Raj John, as the seller’s representative, dated as of November 13, 2023 (the “Purple Grids Acquisition Agreement” and together with all other agreements, instruments and other documents related thereto or executed in connection therewith, the “Purple Grids Acquisition Documents”) and (ii) the consummation of the Purple Grids Acquisition as a “Permitted Acquisition” effective as of

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November 13, 2023, in all respects, including the issuance of the Earnout Rollover Shares (as defined in the Purple Grids Acquisition Agreement) and the Deferred Rollover Shares (as defined in the Purple Grids Acquisition Agreement) pursuant to Sections 2.2(e) and 2.2(f) of the Purple Grids Acquisition Agreement; and

(B)the Agents and the Lenders consent to the payment of the Administrative Fee (as defined in Section 2.06(c) of the Financing Agreement (as amended by this Amendment)) quarterly rather than annually with $26,250 payable each Fiscal Quarter (rather than $105,000 payable each Fiscal Year).

(ii) The consent in this Section 2(a) shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.

(b) Waiver.

(i) In reliance upon the representations and warranties made by the Loan Parties set forth in Section 4 below and subject to the satisfaction in full of the conditions to effectiveness set forth in Section 5 below, the Agents and the Lenders hereby waive any Events of Default that may have occurred prior to, or that may exist as of, the date hereof (other than any Default or Event of Default arising out of any breach, violation or failure to perform any agreement, covenant or other provision contained in Section 7.02(e) or Section 7.02(h) of the Financing Agreement that has not been previously disclosed in writing by the Loan Parties to the Agents and the Lenders prior to the date hereof).

(ii) The waiver set forth in this Section 2(b) shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.

(A) the Agents and the Lenders hereby consent to the deferment by the Loan Parties of a portion of the principal payment that was due on December 29, 2023 in the amount of $1,703,140.48 (the “Deferred December Principal Payment”), which Deferred December Principal Payment shall be (1) paid in full, in cash, on or prior to the Termination Date and (2) applied against the remaining scheduled principal installments of the Term Loans (other than the Term Loans held by Wingspire) in accordance with the terms of the Financing Agreement; and

(B) the Agents and the Lenders hereby consent to the payment by the Loan Parties of a portion of the interest payment due on December 29, 2023, in the amount of $3,672,190.46 (the “December Interest PIK”), by capitalizing such interest as of December 31, 2023 and adding such capitalized interest to the then outstanding principal amount of the Term Loans (other than the Term Loans held by Wingspire) in accordance with the terms of the Financing Agreement as of such date.


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The Loan Parties acknowledge and agree that the failure by the Loan Parties to make the Deferred December Principal Payment and the December Interest PIK by the times and in the manner set forth in this Section 2(c) shall automatically constitute an Event of Default.

Notwithstanding anything to the contrary contained in the Financing Agreement, any other Loan Document or any agreement among the Agents and the Lenders, the Lenders acknowledge and agree to the application of the Deferred December Principal Payment and the December Interest PIK to the Loans and the interest accrued in respect thereof as provided in this Section 2(c).

3. Amendments.

(a) New Definitions and Existing Definitions. Section 1.01 of the Financing Agreement is hereby amended by adding or amending the following definitions, as applicable, in appropriate alphabetical order:

(i) “Amendment No. 12” means the Consent, Waiver and Amendment No. 12 to Financing Agreement, dated as of January 17, 2024, among the Loan Parties party thereto, the Agents and the Lenders party thereto.

(ii) “Amendment No. 12 Effective Date” has the meaning specified therefor in Section 5 of Amendment No. 12.

(iii) “Amendment No. 12 Fee” has the meaning specified therefor in Section 2.06(a)(iv).

(iv) Section (d) of the definition of “Refinancing Milestone Event” is amended and restated in its entirety as follows:

“(d) the Loan Parties shall have failed to deliver to the Agents a binding proposal letter or commitment letter (or definitive legal documentation) with respect to such Refinancing on or before February 15, 2024 (or such binding proposal letter or commitment letter (or definitive legal documentation) shall at any time after the timely delivery thereof be terminated or no longer in full force and effect (other than upon the consummation of such Refinancing));”

(b) Section 2.06(a) (Closing Fee; Amendment Fees). Section 2.06(a) of the Financing Agreement is hereby amended by adding a new clause (iv) immediately after the end of clause (iii) to read as follows:

“(iv) The Borrowers shall pay to the Administrative Agent, for the account of the Term Loan Lenders, a nonrefundable closing fee equal to $1,500,000 (the “Amendment No. 12 Fee”), which shall be deemed fully earned on the Amendment No. 12 Effective Date, shall be non-refundable and shall be paid in cash on the date that is the earliest to occur of (A) the prepayment in full of the Obligations, (B) the Final Maturity Date and (C) the date on which the Obligations are declared due and payable pursuant to the terms of Section 9.01 of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any other Loan Document or any agreement among the Agents and the Lenders, each of the Lenders acknowledges and agrees that (A) Wingspire shall be entitled to receive $142,804.62 of the Amendment No. 12 Fee and (B) the


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other Term Loan Lenders (other than Wingspire) shall be entitled to receive, in accordance with their Pro Rata Shares, $1,357,195.38 of the Amendment No. 12 Fee.”

(c) Section 2.06(c) (Administration Fee). Section 2.06(c) of the Financing Agreement is hereby amended and restated in its entirety as follows:

“(c) Administration Fee. Commencing with the 2024 Fiscal Year and until the Termination Date, the Borrowers shall pay to the Agents, for the account of the Agents, a non-refundable administration fee (the “Administration Fee”) equal to $26,250 each Fiscal Quarter, which shall be deemed fully earned when paid and which shall be payable quarterly in advance on the first Business Day of each Fiscal Quarter.”

(d) Section 7.03(e) (Qualified Cash). Section 7.03(e) of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

“(e) Liquidity. For the period commencing on January 1, 2024 through the Termination Date, (i) permit the unrestricted cash and Cash Equivalents (minus the aggregate amount of all trade payables or other amounts payable of the Loan Parties and their Subsidiaries at such time that constitute Excess Payables (excluding Excess Payables identified to the Agents in writing prior to the Amendment No. 12 Effective Date and agreed to in writing by the Agents to be excluded in “Excess Payables” solely for purposes of this Section 7.03(e)(i))) of the Parent and its Subsidiaries to be less than $15,000,000 for any period of five (5) consecutive Business Days or (ii) permit the Qualified Cash (minus the aggregate amount of all trade payables or other amounts payable of the Loan Parties and their Subsidiaries at such time that constitute Excess Payables (excluding Excess Payables identified to the Agents in writing prior to the Amendment No. 12 Effective Date and agreed to in writing by the Agents to be excluded in “Excess Payables” solely for purposes of this Section 7.03(e)(ii))) of the Loan Parties to be less than $9,000,000 for any period of five (5) consecutive Business Days.”

4. Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders as follows on the Amendment No. 12 Effective Date (as defined below):

(a) Representations and Warranties; No Event of Default. (i) The representations and warranties in Article VI of the Financing Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment No. 12 Effective Date and on and as of the date hereof, in each case after giving effect to this Amendment (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification on and as of each such date), as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), and (ii) after giving effect to the waiver of any Events of Default pursuant to Section 2(b) hereof, no Default or Event of Default has occurred and is


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continuing as of the date hereof or as of the Amendment No. 12 Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(b) Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state, province, territory or other jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings under the Financing Agreement, and to execute and deliver this Amendment and each other Loan Document to which it is a party, and to consummate the transactions contemplated hereby and by the Financing Agreement and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) Authorization, Etc. The execution, delivery and performance by each Loan Party of this Amendment (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable material Requirement of Law or (C) any material Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of this clause (iv), to the extent such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

(d) Enforceability of Loan Documents. This Amendment is a legal, valid and binding obligation of each Loan Party party hereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by principles of equity.

(e) Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance of this Amendment by any Loan Party party hereto.

5. Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full, in a manner reasonably satisfactory to the Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied (or waived) being hereinafter referred to as the "Amendment No. 12 Effective Date"):

(a) [Reserved].

(b) Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to


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"materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 12 Effective Date as though made on and as of such date immediately after giving effect to this Amendment, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date) and (ii) after giving effect to the waiver of any Events of Default pursuant to Section 2(b) hereof, no Default or Event of Default shall have occurred and be continuing on the Amendment No. 12 Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(i)this Amendment, duly executed and delivered by the Loan Parties, the Agents and the Lenders, dated as of the Amendment No. 12 Effective Date; and

(ii)a certificate of the Authorized Officer of each Loan Party certifying as to the matters set forth in Section 5(b).

(d) Consummation of the Purple Grids Acquisition. On November 13, 2023, (i) Mondee, Inc. shall have purchased, pursuant to the Purple Grids Purchase Agreement (no provision of which shall have been amended or otherwise modified or waived in any material respect without the prior written consent of the Administrative Agent), and shall have become the owner, free and clear of all Liens other than Permitted Liens, of all of the “Shares” (as defined in the Purple Grids Acquisition Agreement) of Purple Grids and (ii) each of the parties to the Purple Grids Acquisition Documents shall have fully performed all of the material obligations to be performed by it as of the date hereof under the Purple Grids Acquisition Documents.

6. Conditions Subsequent to Effectiveness. The Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Amendment, including, without limitation, those conditions to the Amendment No. 12 Effective Date set forth herein, each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent or comply with each of the following, within the time periods set forth below (it being understood that the failure by the Loan Parties to perform or cause to be performed any such condition subsequent shall constitute an immediate Event of Default (without giving effect to any grace periods set forth in the Financing Agreement)):

(a) Within 10 days of the Amendment No. 12 Effective Date (or such later date as agreed to in writing by the Administrative Agent in its sole discretion), the Administrative Agent shall have received the following executed documents, each in form and substance reasonably satisfactory to the Agents:

(i)a Joinder Agreement, executed by Purple Grids;

(ii) a Security Agreement Joinder executed by Purple Grids, together with (A) undated powers executed in blank and other proper instruments of transfer with respect thereto and (B) irrevocable proxies and registration pages with respect thereto as required by the Security Agreement;


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(iii) a Pledge Amendment, duly executed by Mondee, Inc. with respect to the pledge of 100% of the Equity Interests of Purple Grids, together with (A) undated powers executed in blank and other proper instruments of transfer with respect thereto and (B) irrevocable proxies and registration pages with respect thereto as required by the Security Agreement;

(iv) the Joinder to the Intercompany Subordination Agreement, duly executed by Purple Grids;

(v) the Purple Grids Acquisition Collateral Assignment, duly executed by Mondee, Inc. and the Parent in favor of the Administrative Agent;

(vi) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens);

(vii) a certificate of an Authorized Officer of Purple Grids, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, with respect to Purple Grids, a true and complete copy of the charter or other publicly filed organizational document of such Loan Party certified as of a recent date not more than 30 days prior to the Amendment No. 12 Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of Purple Grids authorizing (1) the transactions contemplated by this Amendment and the other Loan Documents to which such Loan Party is or will be a party and (2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the names and true signatures of the representatives of such Loan Party authorized to sign this Amendment and each other Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers;

(viii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of Purple Grids certifying as of a recent date not more than 30 days prior to the Amendment No. 12 Effective Date as to the subsistence in good standing of such Loan Party in such jurisdictions;

(ix) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of the Purple Grids Acquisition Documents, as in effect on the Amendment No. 12 Effective Date, are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements; and


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(x) evidence satisfactory to the Administrative Agent of the filing of appropriate financing statements on Form UCC 1 in such office as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported to be created by each Security Agreement; and

(xi) an opinion of Reed Smith LLP, counsel to Purple Grids, as to such matters as the Administrative Agent may reasonably request.

(b) Within 30 days of the Amendment No. 12 Effective Date (or such later date as agreed to in writing by the Administrative Agent in its sole discretion), the Administrative Agent shall have received the following executed documents, each in form and substance reasonably satisfactory to the Agents:

(i) evidence of the insurance coverage required by Section 7.01(h) of the Financing Agreement and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Administrative Agent may reasonably request, in each case, where requested by the Administrative Agent, with such endorsements as to the named insured or loss payees thereunder as the Administrative Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Administrative Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Administrative Agent may request; and

(ii) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution.

7. Continued Effectiveness of the Financing Agreement and Other Loan Documents. Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, other than as expressly set forth in this Amendment, in full force and effect and is hereby ratified and confirmed in all respects, and (c) confirms and agrees that to the extent that, any such Loan Document purports to assign or pledge to the Agents for the benefit of the Agents and the Lenders, or to grant to the Agents, for the benefit of the Agents and the Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is, subject to the release thereof as expressly set forth in this Amendment, hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement, or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any Lender under the Financing Agreement or any other


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Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

8. No Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Financing Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby.

9. No Representations by Agent or Lenders. Each Loan Party hereby acknowledges that it has not relied on any representation, written or oral, express or implied, by the Agents or any Lender, other than those expressly contained herein, in entering into this Amendment.

10. Release. Each Loan Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the "Released Parties"), from any and all debts, claims, allegations, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment No. 12 Effective Date directly arising out of, connected with or related to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agents or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.

11. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.


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(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(d) Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a "Loan Document" under the Financing Agreement.

(e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(f) This Amendment shall be binding upon and inure to the benefit of each Loan Party and each Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders' prior written consent shall be null and void.

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			- 10 -

142511597v9

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.


			BORROWERS:

			MONDEE, INC.
			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			C&H TRAVEL AND TOURS INC.
			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			MONDEE CANADA INC.
			By:			/s/ Prasad Gundumogula
						Name:
						Title: Vice-President
			SKYLINK TRAVEL, INC.
			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			SKYLINK TRAVEL, INC.
			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			SKYLINK TRAVEL, INC.
			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			SKYLINK TRAVEL, SFO INC.
			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			TRANS AM TRAVEL, INC.

			By:			/s/ Prasad Gundumogula
						Name: Prasad Gundumogula
						Title: CEO
			HARI-WORLD TRAVEL GROUP, INC.
			By:			/s/ Prasad Gundumogula