EX-4.12



 Exhibit 4.12 

FIRST SUPPLEMENTAL INDENTURE 

Supplemental Indenture (this “Supplemental Indenture”), dated as of August 7, 2014, among Travelport Global Limited,
Travelport Operations Limited and Travelport Travel Commerce Platform Limited (the “Guaranteeing Subsidiaries”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS,
each of Travelport LLC, Travelport Holdings, Inc. (together with Travelport LLC, the “Issuer”) and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of April 15, 2013, providing for the issuance of an unlimited aggregate principal amount of Senior Floating Rate Notes due 2016 and 13.875% Senior Fixed Rate Notes due 2014 (together, the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute
and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein
and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture, 
 NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

(2) Agreement to Guarantee. The Guaranteeing Subsidiaries hereby agree as follows: 

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: 

(i) the principal of and interest and premium, if any, on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and 







 (ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiaries shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c)
The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all
demands whatsoever. 
 (d) This Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiaries accept all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the
Guaranteeing Subsidiaries), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiaries shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

(g) As between the Guaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Guaranteeing Subsidiaries for the purpose of this Guarantee. 
 (h) Each Guaranteeing Subsidiaries shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 







 (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all
other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this
Guarantee will not constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as
though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned. 
 (k) In case any provision of this Guarantee shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu
with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any. 
 (m) Each payment to be made by the
Guaranteeing Subsidiaries in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

(3) Execution and Delivery. The Guaranteeing Subsidiaries agree that the Guarantee shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) Merger, Consolidation or Sale of
All or Substantially All Assets. 
 (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the
Guaranteeing Subsidiaries may not consolidate or merge with or into or wind up into (whether or not the Issuer or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (i) (A) the
Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the 







 
Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the
jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be,
being herein called the “Successor Person”); 
 (B) the Successor Person, if other than the Guaranteeing
Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably
satisfactory to the Trustee; 
 (C) immediately after such transaction, no Default exists; and 

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 
 (ii) the
transaction is made in compliance with Section 4.10 of the Indenture; 
 (b) Subject to certain limitations described in
the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into
or transfer all or part of its properties and assets to another Guarantor or the Issuer. 
 (5) Releases. 

The Guarantee of the Guaranteeing Subsidiaries shall be automatically and unconditionally released and discharged, and no further action by
the Guaranteeing Subsidiaries, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiaries’ Guarantee, upon: 

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiaries
(including any sale, exchange or transfer), after which such Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance
with the applicable provisions of the Indenture; 
 (B) the release or discharge of the guarantee by a Guaranteeing
Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

(C) the proper designation of each Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 







 (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

(2) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 (6) No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of each Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiaries) under the
Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) Counterparts. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 (9)
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (10) The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely
by the Guaranteeing Subsidiaries. 
 (11) Subrogation. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders of
Notes against the Issuer in respect of any amounts paid by each Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is
continuing, such Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall
have been paid in full. 
 (12) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and
conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee
and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (13) Successors. All
agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

			
	TRAVELPORT GLOBAL LIMITED, as Guarantor
		
	By	 	 /s/ Timothy Hampton

		 	Name: Timothy Hampton
		 	Title: Director
	
	 TRAVELPORT OPERATIONS LIMITED,
 as
Guarantor

		
	By	 	 /s/ Timothy Hampton

		 	Name: Timothy Hampton
		 	Title: Director
	
	 TRAVELPORT TRAVEL COMMERCE PLATFORM LIMITED,

as Guarantor

		
	By	 	 /s/ Timothy Hampton

		 	Name: Timothy Hampton
		 	Title: Director


 Signature Page - First Supplemental Indenture (Senior Notes due 2016) 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By	 	 /s/ Yana Kislenka

		 	Name: Yana Kislenka
		 	Title: Vice President


 Signature Page - First Supplemental Indenture (Senior Notes due 2016)