Item 1.01 Entry into a Material Definitive Agreement



On January 11, 2023, 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. 9 (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 (i) increases the amount the Company may borrow under the
Financing Agreement by $15,000,000 (the "Amendment No. 9 Term Loan"), (ii)
redesignates (a) the Amendment No. 9 Term Loan and $15,000,000 of the aggregate
principal amount that is the subject of an Assignment and Acceptance among
certain Lenders as "Term Loan A," and (b) the remainder of the aggregate
principal amount as "Term Loan B", (iii) appoints Wingspire as the revolving
agent for the Lenders who have a commitment to make a revolving loan under the
Financing Agreement, (iv) provides for the payment by the Company to the Lenders
of a $300,000 closing fee, (v) increases the amount of the annual administration
fee to $105,000, (vi) provides that the Company may request that the Lenders'
commitments to make Term Loan A be increased by $20,000,000, which request may
be accepted or rejected by the Lenders, (vii) removes certain language relating
to contingent obligations incurred by the Company in connection with prior
acquisitions, and (viii) removes the ability of the Company to incur certain
asset-based loans without the consent of the Administrative Agent.

In connection with the Amendment, the Company requested disbursement of the Amendment No. 9 Term Loan on January 11, 2023.



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


                       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
10.1†                with the Company's Form S-4/A on June 13, 2022)
10.2†                  Amendment No. 9 to the Financing Agreement, dated

January 11, 2023.



†              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

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