[Applicable only for United Kingdom – UK and Spain]

APPOINTMENT OF “PASSENGER GENERAL SALES AGENT” (“GSA”) FOR AIR INDIA

AND

REPRESENTATIVE AGENT OF AIR INDIA EXPRESS

BID DOCUMENT

Air India Limited

Registered Office At:

113, Gurudwara Rakabganj Road, New Delhi, India - 110 001

Air India Limited

SUMMARY OF BIDDING INFORMATION

NAME OF WORK : Passenger General Sales Agent and Representative Agent for _____

AVIALABILITY OF BIDDING : From 22nd April 2014 at ww.airindia.comDOCUMENT

LAST DATE AND TIME FOR : DATE: 21st May 2014, TIME: 1600 Hrs RECEIPT OF BIDS

CONTACT PERSON : Name: Mr. Pankaj SrivastavaDesignation: Director CommercialPhone: +91- 11 234 22000 Ext 4250Fax: +91-11 234 22097Email: Pankaj.srivastava@airindia.in

INVITATION FOR BIDS (IFB)

AIR INDIA LIMITED

INVITATION FOR BIDS (IFB)

APPOINTMENT OF PASSENGER GENERAL SALES AGENT FOR AIR INDIA AND REPRESENTATIVE AGENT FOR AIR INDIA EXPRESS

1. AIR INDIA LTD. (formerly known as National Aviation Company of India Limited, an entity into which erstwhile Air India Limited and Indian Airlines Limited have amalgamated) a company constituted under the Indian Companies Act 1956, with its registered office at 113, Gurudwara Rakabganj Road, New Delhi, India - 110 001, operates as “AIR INDIA” (hereinafter called the “Employer” or “Air India”) as a national flag carrier for India. The Employer operates flights within India, as well as to the international destinations, and inter alia, has major operations & maintenance bases at Mumbai and New Delhi. Air India Charters Limited, a wholly owned subsidiary of Air India Limited, operates as “Air India Express” (hereinafter called “Air India Express”) to certain international and domestic destinations. The Employer is interested in appointing Passenger General Sales Agent (GSA)/ Representative Agents (RA) at various online/offline territories. The GSAs appointed for Air India shall also be appointed as representative agent (“Representative Agent” or “RA”) for Air India Express.

List of countries where Air India wants to appoint GSAs and Air India Express wants to appoint RAs with minimum turnover of the applicant for the specific territory is placed below. This is the turnover that the applicant entity is supposed to have in the immediate preceding year in travel business.

Sr. No.

Country Online/Offline Minimum Turnover of the Applicant

1. Spain Offline USD 300000

2. United Kingdom Online USD 23700000

2. The scope of the work (hereinafter referred to as “Works”) for the GSA and RA shall be as detailed under the Bid documents.

3. The bidders (hereinafter referred to as Bidders/Applicants) who have experience in similar Works and have established organization for taking up such Works and who satisfy the qualification criteria of Bid Documents need only apply.

4. The Employer invites sealed bids in two stage bid system i.e. the Technical and Financial Bid. The first stage of the bidding process shall involve the opening of the “General Information and Eligibility Criteria” (collectively referred to as “Technical

Bid”) and the second stage shall involve the opening of the “Selection criteria” (referred to as “Financial Criteria”). For the bid submission purposes, the Bidders shall ensure that each of the aforesaid bids should be sealed in two different envelopes, and further super scribed as “Technical Bid” and “Financial Bid” respectively. Further, each of Technical and Financial Bid must be submitted in a hard bound form (hard bound implies binding between two covers through stitching or otherwise, whereby it may not be possible to replace any paper without disturbing the documents). Spiral Bound Form, loose form, open/unsealed envelopes etc. shall not be accepted and the bid shall be rejected. Further, all pages of the bid shall be numbered serially, along with an index of submissions. Figure quoted in financial bid should be covered with a transparent adhesive tape.

5. All relevant supporting documents attached with the said bids should be duly signed by the Bidder. In case the bids are not accompanied by any and all supporting documents, the bid shall be liable to be rejected.

6. A complete set of bidding documents are available online on the website of Air India at www.airindia.com. All bids must be accompanied by Earnest Money Deposit of the amount USD Twenty Five Hundred only (US$ 2500/-) in the form of DD/Bankers Cheque drawn in favour of “Air India Limited” payable at Mumbai, India. No other forms of payment would be accepted. The EMD for unsuccessful bidders shall be returned/ refunded at the earliest.

8. All Bids must be delivered to the office of Mr Pankaj Srivastava (Director Commercial), Air India Limited, Airlines House, 113, Gurudwara Rakabganj Road, New Delhi, India – 110001 not later than 1600 hrs on 21st May , 2014

9. The Technical Bids will be opened in the presence of the GSA Committee of Air India appointed by competent authority.

10. The Financial Bids of only those bidders who fulfill all the Technical bid criteria will be opened.

11. The Employer reserves the right to accept or reject any bid and to annul the bidding process and reject all bids, at any time prior to award of Contract, without thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected bidder or bidders of the grounds for the Employer’s action.

12. Bidders may obtain any further information/clarification regarding the availability of Bid documents, from Air India Limited, Airlines House, 113, Gurudwara Rakabganj Road, New Delhi, India - 110001 (Telephone - +91- 11- 23422000 Extn.: 4250, fax - +91-11- 23422097.

(Pankaj Srivastava)

Director-CommercialAIR INDIA LIMITED

Airlines House, 113 Gurudwara Rakabganj Road, New Delhi, India - 110001E-mail: pankaj.srivastava@ air india.in, Web site: http:// www.airindia.com

INSTRUCTION TO BIDDERS

Air India Limited

Appointment of Passenger General Sales Agent of Air India and

Representative Agent of Air India Express

INSTRUCTIONS TO BIDDERS

General

Scope of Bid

Air India Limited (hereinafter called “the Employer”), invites sealed bids from bidders, for the appointment of Passenger General Sales Agent for Air India and Representative Agent for Air India Express in various countries as specified in the list mentioned in invitation for bids (IFB).

Scope of Works:

Air India is desirous of appointing General Sales Agent in the territory of (refer list of countries in Invitation for Bids) for handling air passenger transportation services. The initial term of the contract would be five years, which would be subject to review every year. The scope of work has been laid down in the forms of the agreement attached as Annexure B and Annexure C for Air India and Air India Express respectively.

Appointment of Representative Agent:

For the purpose of this tender all countries to which Air India or Air India Express operate would be considered as online territory.

All countries where Air India appoints GSA, the same GSA as appointed by Air India shall also be appointed as a Representative Agent of Air India Express in that territory. The initial term of the contract for appointment as a Representative Agent for Air India Express, shall be the same as for the appointment as a GSA of Air India, i.e., five years, subject to review every year.

However, separate GSA agreement for Air India and separate Representative Agency agreement for Air India Express would be executed by the selected applicant. Each agreement will be independent of the other.

Technical Bid

Bid Document

Technical Bids

Each bidder shall provide the following information/details/document pertaining to the following particulars:

Basic mandatory information:

Technical Bid

Basic Mandatory Information (Technical Bid)S.No Details  

1 What is the name of your organization  

2What is the principal business of your organization  

3

Full address of your organization along with the contact details of the person submitting the bid on behalf of your organization (Email ID, alternative email id, telephone numbers, Mobile phone number)  

4 Date of establishment of your organization  

5

Is your organization owned by any other organization? Give the name of the owners of your organization.  

6Do the local laws of your country entitle you to represent a foreign Airline  

7

Have any partners, officers/directors/employers having authorization to act and sign on behalf of your organization, been involved in bankruptcy proceedings? If yes are they now legally and fully discharged of their obligations by the court involved?  

8Attach photographs of the exterior and interior of your office  

9

Please advise your estimate of the total annual sales potential for the India market for your territory.  

10Provide the details of your bank account , your bankers and their addresses  

Eligibility Criteria: (Technical Bid - Continued)

Bidders/applicants should fulfill all eligibility criteria (technical bid) in order for their applications to be processed further. Wherever desired, the Bidder/applicants should tick on the applicable options mentioned under the respective fields below. The documents of applicants, who do not fulfill even one of the eligibility criteria listed below, shall be rejected.

TECHNICAL BID (Eligibility Criteria)

1

The applicant entity should have at least 5 years of experience in Travel business in that territory. Travel business in this context refers to sale of air passenger transportation on scheduled Airline services. Experience in business refers to experience of the applicant and not of the partners/owners/directors and/or a associate/group company.

 Specify number of years in travel business in that territory.

2

Should not be an IATA Accredited agent. If the applicant is an IATA accredited travel agent then he should surrender the IATA accreditation if appointed as a GSA and Representative Agent for Air India and Air India Express, respectively.  YES/NO

3

Should not have been in loss in the last 3 years consecutively. (Attach audited financial statements for the past 5 years)  YES/NO

4

Should not be GSA/RA for any Airlines operating direct services (single flight number) including code share operation from that territory to India (Specify the airlines for whom you act as a GSA/RA)  YES/NO

5

No member of the applicant’s immediate family (parents/spouse/children) should be running or employed by any Company/GSA/RA who operates direct services (single flight number including code share operations from that territory to India. The same may also be intimated to Air India and Air India Express as and when in future any member of the applicant’s immediate family starts/gets employed in a Company/GSA/RA who is in direct competition with Air India or Air India Express. YES/NO

6Should be familiar/have experience with IATA BSP procedures or equivalent in that territory.  YES/NO

7Should undertake to cover defaults of any agent appointed by him in that territory.  YES/NO

8

Should be willing to provide (i) for appointment as GSA for Air India, Bank Guarantee; and (ii) for appointment as Representative Agent for Air India Express, bank guarantee or cash deposit; as advised by Air India or Air India Express, as the case may be, in the territory of appointment.  YES/NO

9

Should have minimum turnover of at least USD -23700000 for UK and USD 300000 for Spain. Turnover means the turnover of the applicant entity for the immediate preceding year in travel business and not of group/associate/subsidiary company.  YES/NO

10

Should have on its roll at least five experienced staff. The applicant agrees to provide both at the city offices and airport, at his cost, number of staff required for various functions viz. reservation/ticketing/sales/accounts functions, specific to the territory (online/offline) at the time of appointment as per the respective requirements of Air India and Air India Express. The applicant also agrees to provide adequate number of staff/officers depending on the number of flights operated by AI/IX in that territory. The applicant agrees to provide separate dedicated staff for Air India and Air India Express for all functions.  YES/NO

11 The following applies for appointment as GSA for Air India:Performance security: The Applicant is willing to accept the targets assigned to him from time to time. These targets will be specified for Economy/ Business/First Class and 6th freedom traffic. The Non achievement of the targets would be reckoned for continuing the services as a General Sales Agent of Air India. In the event of non achievement of the target the GSA would be given an opportunity of 90 days to come upto the expectations of Air India and his performance would be monitored. If the GSA is not able to perform in the said time frame Air India reserves full right to terminate the contract. Penalty in case of non achievement of set targets: In case the GSA is not able to achieve the annual targets Air India reserves the right to claim upto 10% of his annual ORC as a penalty and the said amount can be claimed from the GSA’s Bank Guarantee.

The following applies for appointment as Representative Agent for Air India Express:

Yes/No

Performance security: The Applicant is willing to accept the targets assigned to him from time to time. These targets will be specified for Economy/ Business/First Class and 6th freedom traffic. The Non achievement of the targets would be reckoned for continuing the services as a Representative Agent of Air India Express. In the event of non achievement of the target the Representative Agent would be given an opportunity of 90 days to come upto the expectations of Air India Express and his performance would be monitored. If the Representative Agent is not able to perform in the said time frame Air India Express reserves full right to terminate the contract. Penalty in case of non achievement of set targets: In case the Representative Agent is not able to achieve the annual targets Air India Express reserves the right to claim upto 10% of his annual ORC as a penalty and the said amount can be claimed from the Representative Agent’s Bank Guarantee or Cash Deposit.

12

The applicant agrees to provide minimum 2000 sq ft dedicated office space at each online point in the online territory and should have minimum 1000 sq ft office space at offline territories. The applicant also agrees to provide suitable dedicated offices in other cities which have travel potential in the territory of appointment. The applicant agrees to provide office space with all facilities and infrastructure at his cost (telephone/fax/internet/office stationery/ mobile etc) as per the respective requirements of Air India and Air India Express. This office space would include office space for employees of Air India and Air India Express and the location, interiors and facilities shall be befitting the status of a global airline of repute.  YES/NO

13

Should agree to takeover the employment of locally recruited staff of Air India and Air India Express in the event of him being appointed as a GSA and Representative Agent in that territory, if applicable  YES/NO

14

Should agree to takeover the retrenchment cost of locally recruited staff of Air India and Air India Express, if applicable  YES/NO

15

Should not have been into any kind of legal dispute or arbitration in the past with any of: Air India and Air India Express Yes /No

16

Should agree to bear legal costs of defending any action by any incumbent agent of Air India or Air India Express and bear the cost of compensation if any, awarded as a result of terminating the such incumbent agent(s), if applicable  YES/NO

* In case, any applicant replies with regard to the technical bid in negative (i.e as - No) or with any conditions attached to the technical bid, the applicant would be disqualified from the tender process.

Documents to be attached with the technical bid in support of the Technical Bid:

1. Integrity pact duly signed.

2. Photograph of Interiors and Exterior of the office.

3. Certificate of Incorporation, Memorandum/Article of Association/Registration Certificate of the organization.

4. Power of attorney of the signatory of the Bid to commit the bidder.

5. Affidavit confirming that all the information furnished by the bidder in the bid are correct and the bidder binds himself with all the stipulations of the bidding document, including provision of adequate equipment, personnel and other resources required agrees to augment them, if found necessary.

6. Performance in Works of a similar nature and complexity over the last five years, and details of other work in hand and contractual commitments.

7. Total annual turnover in the business expressed in each of the last five years.

8. Reports on the financial standing of the bidder including profit and loss statements, balance sheets and auditor’s reports for the past five years , and an estimated financial projection for the next two years. Consolidated financial statement of the group is not required. The financial statements should be a standalone financials of the applicant entity.

9. Bankers and bank account details.

Financial Bid

Selection Criteria (“Financial Bid”):

Please note:

That the financial bid of only those applicants would be considered who meet all the eligibility criteria. The applicant who quotes the lowest financial bid would be selected. If there are two or more than two applicants giving the exact same financial bid then re-bid will be invited from such applicants .Over riding commission (ORC) would be payable on the basic fare component and fuel surcharge of the flown revenue realized for the entire Air India sales effected in the territory of appointment. ORC would not be payable on web sales.

The applicant needs to quote only one figure in the ORC percentage column placed below:

1

The percentage (%) of Over riding commission (ORC) the applicant is willing to quote for providing the services as per Air India's/Air India Express requirement Listed above*  

The same percentage of ORC as quoted by the bidder for above shall be applicable in respect of sale of air passenger transportation services of Air India Express and will be payable on basic fare component only subject to a maximum cap of 2%.

* - It is clarified that two separate and independent definitive agreements shall be entered into by the selected bidder with Air India and Air India Express, in which the ORC quoted by the selected bidder shall be incorporated.

Very Important: Financial bid document is only one page. It should be sealed in a separate envelope specifying Financial Bid. No other document needs to be attached with the financial bid.

All supporting documents are to be attached with the technical bid

Additional Qualification of the Bidder

To be qualified for award of the contract, Bidders shall provide evidence satisfactory to the Employer of their capability and adequacy of resources to carry out the respective contracts effectively. Bids shall include the following documentation and information on the relevant information forms attached with the Bid Document:

(a) copies of original documents defining the constitution or legal status, place of registration and principal place of business; written power of attorney of the signatory of the Bid to commit the bidder;

(b) total annual turnover in the business expressed in each of the last five years;

(c) performance in Works of a similar nature and complexity over the last five years, and details of other work in hand and contractual commitments;

(d) Reports on the financial standing of the bidder including profit and loss statements, balance sheets and auditor’s reports for the past five years, and an estimated financial projection for the next two years;

(e) Bankers and bank account details.

(f) Photograph of Interior and exterior of the office.

(g) Affidavit confirming that all the information furnished by the bidder in the bid are correct and the bidder binds himself with all the stipulations of the bidding document, including provision of adequate equipment, personnel and other resources required agrees to augment them, if found necessary.

(h) The Bidders are required to sign/execute the Integrity Pact as mentioned under Annexure – A.

Litigation History

The Applicant should provide accurate information about any litigation or arbitration resulting from contracts completed or ongoing under its execution in the past since the time he has been in business. A consistent history of awards against the Applicant or any partner of a joint venture will result in failure of the application. Suppression of any information or material in this regard would be construed as a fundamental breach and Air India reserves its right to take appropriate action including cancellation of the bid, forfeiting of

bid security etc., as may be deemed fit and proper by Employer at any time without requiring giving any notice to the applicant in this regard.

Disqualification

Even though the Applicants meet the above criteria, they are subject to be disqualified if Applicant or any of its constituent partners have:

made misleading or false representation in the forms, statements, and attachments submitted; or

records of poor performance since the time he has been in business, as on the date of application such as abandoning the work, rescinding of contract for which the reasons are attributable to the non-performance of the contractor, inordinate delays in completion, any history of litigation / arbitration awarded against the Applicant or any of its constituents or financial failure due to bankruptcy etc.

been debarred by Air India or Air India Express as on the date of application

Litigation History

Involved in corrupt and fraudulent practices.

One Bid per Bidder

A bidder is permitted to submit only one bid per contract package either by himself or as a member in a joint venture. A bidder who submits or participates in more than one bid will cause all the proposals with the bidder’s participation to be disqualified.

Cost of Bidding

The bidder shall bear all costs associated with the preparation and submission of his bid and the Employer will in no case be responsible or liable for those costs.

Amendment of Bidding Documents

At any time prior to the deadline for submission of bids, the Employer may, for any reason, whether at his own initiative or in response to a clarification requested by a prospective bidder, amend the bidding documents by issuing Addendum.

Any Addendum thus issued shall be part of the bidding documents will be hosted on Air India’s website. Advertisement in all the countries from where the bids are invited will be released in the newspapers.

To afford prospective bidders reasonable time in which to take an Addendum into account in preparing their bids, the Employer may extend as necessary the deadline for submission of bids.

Preparation of Bids

Language of Bid

The bid, and all correspondence and documents related to the bid exchanged by the bidder and the Employer shall be written in the English language. Supporting documents and printed literature furnished by the bidder may be in another language provided they are accompanied by an authenticated translation of the relevant passages in the above stated language, in which case, for purposes of interpretation of the bid, the English translation shall prevail.

Documents Comprising the Bid

The bids should be submitted as in two parts, which comprise the following documents:

Part-I Technical Bid

i) EMD for an amount of USD 2500 as specified in the Invitation for Bids (IFB) and in the form specified.

ii) The basic mandatory information and eligibility criteria (technical bid) with all necessary supporting documents/ material / information required to be submitted in accordance with the technical bid and as specified in the technical bid document

The Technical Bid shall be hard bound and all pages serially numbered.

Part-II Financial Bid

Financial Bid is only one page. The figure needs to be filled in and signed. No other document to be attached to the financial bid.

Each part shall be separately sealed and marked in accordance with the sealing and marking instruction.

The Technical Bid and shall be hard bound and all pages numbered (hard bound implies binding between two covers through stitching or otherwise whereby it may not be possible to replace any paper without disturbing the documents - spiral bound form, loose form etc. will not be accepted. All pages should be numbered serially, along with an index of submissions. All figures quoted in financial bid should be covered with a transparent adhesive tape.

Submission of Bids

Sealing and Marking of Bids

The bidder shall submit the Bid in two parts, the Technical Bid and the Financial Bid. Each part of the bid shall be sealed in separate envelopes and the two sealed envelopes shall be sealed in an outer envelope. The Bid envelopes shall be marked as follows:

Outer Envelope:

Technical and Financial Bid for the Work - “Passenger General Sales Agent and Representative Agent For ------------- (Specify Country)”.

Inner Envelope, Technical Bid:

Technical Bid for the work - “Passenger General Sales Agent and Representative Agent For ------------- (Specify Country)”

Inner Envelope, Financial Bid:

Financial Bid for the work - “Passenger General Sales Agent and Representative Agent For ------------- (Specify Country)”

The outer envelopes shall: be addressed to the Employer at the following address:

Mr Pankaj Srivastava

Director Commercial

Air India Limited,

Airlines House, 113, Gurudwara Rakabganj Road, New Delhi,

India 110001.

And bear the following identification:

Bid for “Passenger General Sales Agent and Representative Agent For ------------- (Specify Country)”for which bid has been submitted

If the outer envelope is not sealed and marked as above, the Employer will assume no responsibility for the misplacement or premature opening of the ‘Technical Bid’ and ‘Financial Bid’.

Deadline for Submission of Bids

Bids must be received by the Employer at the address specified above not later than the time and date specified in the Invitation for Bid. In the event of the specified date to submission of bids declared a holiday for Employer, the Bids will be received upto the appointed time on next working day.

The Employer may, at his discretion, extend the deadline for submission of bids by issuing an amendment, in which case all rights and obligations of the Employer and the bidders previously subject to the original deadline will thereafter be subject to the deadline as extended.

Late Bids

Any bid received by the Employer after the deadline for submission of bids will be returned unopened to the bidder.

Employer’s Right to accept any Bid and Reject any or All Bids

The bidder who is qualified and selected by the Employer in accordance with the Bid Documents shall enter into a definitive agreement with the Employer in the form attached as Annexure B for Air India, and Annexure C for Air India Express, with such changes thereto as may be specified by the Employer in its sole discretion prior to execution of such agreement (“GSA Agreement/RA Agreement”). It is clarified that the bid of each bidder constitutes its offer to enter into the GSA Agreement/RA Agreement as above, read with the terms of the Bid Documents, and receive the over riding commission (“ORC”) quoted in its financial bid. The scope of work to be performed by the selected bidder for the Employer shall be as set forth in the sample GSA Agreement/RA Agreement.

Notwithstanding anything stated above or elsewhere in the Bid Documents, the Employer reserves the right to accept or reject any bid and to annul the bidding process and reject all bids, at any time prior to award of contract, without either Employer or Air India Express thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected bidder or bidders of the grounds for the Employer’s action.

Corrupt or Fraudulent Practices

The Employer will reject a proposal for award if he determines that the Bidder recommended for award has engaged in any corrupt or fraudulent practices in competing for the contract in question or has engaged in corrupt or fraudulent practices even in the past for procurement of any kind of a contract. The Employer will declare the firm ineligible, either indefinitely or for a stated period of time, to be awarded a contract by Air India Limited if it at any time determines that the firm has engaged in corrupt or fraudulent practices in the past or for competing for the current contract, or during execution. Air India Express may also declare a bidder ineligible either indefinitely or for a stated period of time, to be awarded a contract by Air India Express if it at any time determines that the bidder has engaged in corrupt or fraudulent practices in the past or in competing for the current contract, or during execution, or has violated any of the terms of the tender process being conducted under this Bid Document.

i) “corrupt practice” means behavior on the part of officials in the public or private sectors by which they improperly and unlawfully enrich themselves and/or those close to them, or induce other to do so, by misusing the position in which they are placed, and it includes the offering, giving, receiving, or soliciting of anything of value to influence the action of any such official in the procurement process or in contract execution; and

ii) “fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Employer or Air India Express, and includes collusive practice among bidders (prior to or after bid submission) designed to establish bid prices at artificial non-responsive levels and to deprive the Employer or Air India Express of the benefits of free and open competition.

Disclaimer:

o Neither Air India nor Air India Express will be responsible for the legality, effectiveness, adequacy or enforceability of any oral discussions or correspondence exchanged;

o No legal or other obligation shall arise unless and until definitive agreements with Air India and Air India Express, has been formally executed and any conditions precedent to the effectiveness of each such agreement has been fulfilled;

o nothing in the Tender Document shall constitute the basis of a contract; o at any time prior to the deadline of submission of proposals, Air India

may, for any reason, update, amend or modify the tender process; and o Air India reserves the right to accept or reject any proposal and to annul

the solicitation process and reject all proposals at any time prior to the selection of the applicants, without either Air India or Air India Express thereby incurring any liability to the affected applicant/applicants or any

obligation to inform the affected applicant/applicants of the grounds for rejection.

Annexure A : Integrity Pact

[Attached as a separate document]

Annexure B : Form of General Sales Agent Agreement

Sample Draft

[Attached as a separate document]

Note: The form of the agreement attached as annexure is a generic format, and the Employer may, prior to execution of the agreement, make such changes to the format, as may be required by the Employer in its sole discretion, including without limitation changes specific to a particular country.

Annexure C : Form of Representative Agency Agreement

Sample Draft

[Attached as a separate document]

Note: The form of the agreement attached as annexure is a generic format, and Air India Express may, prior to execution of the agreement, make such changes to the format, as may be required by Air India Express in its sole discretion, including without limitation changes specific to a particular country.