EX-4.3



 Exhibit 4.3 
 FIFTH SUPPLEMENTAL INDENTURE 
 FIFTH SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2013, between Galileo International Technology, LLC (“Guaranteeing Subsidiary”) and Computershare Trust Company, N.A. (as
successor of The Bank of Nova Scotia Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, Travelport LLC, (f/k/a TDS
Investor Corporation), a Delaware limited liability company (the “Issuer”), has heretofore executed and delivered to the Trustee an indenture, dated as of August 23, 2006, as supplemented by Supplemental Indenture No. 1
thereto on January 11, 2007 and as further supplemented by Supplemental Indenture No. 2 thereto on March 13, 2007, Supplemental Indenture No. 3 thereto on September 19, 2007 and Supplemental Indenture No. 4 thereto on
December 11, 2012 (as so supplemented, the “Indenture”), providing for the issuance of $300,000,000 aggregate principal amount of
11 7/8% Senior Subordinated Dollar Notes due 2016 and €160,000,000 aggregate principal amount of 10 7/8% Senior Subordinated Euro Notes due 2016 (together, the “Notes”);

 WHEREAS, pursuant to Section 9.01 of the Indenture, which does not require the consent of the Holders, the
Guaranteeing Subsidiary desires to enter into this Supplemental Indenture pursuant to which the Guaranteeing Subsidiary, jointly and severally with all Guarantors named in the Indenture (which for the avoidance of doubt shall include the
guaranteeing subsidiaries party to the supplemental indentures thereto), agrees to pay and shall fully and unconditionally guarantee all of the Issuer’s obligations under the Indenture and all of the Notes pursuant to the Indenture on the terms
and conditions set forth herein (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 Subsidiary hereby agrees 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, premium and Additional Interest, 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 the 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 Subsidiary 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 are 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 Subsidiary accepts 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 Subsidiary), 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 Subsidiary 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 Subsidiary, 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 Subsidiary for the purpose of this Guarantee. 

  
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 (h) The Guaranteeing Subsidiary 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 11.02 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 11 of the Indenture, this new Guarantee
shall be limited to the maximum amount permissible such that the obligations of the 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 un-enforceable, 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 the 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 Subsidiary 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 Subsidiary agrees
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. 

  
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 (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 Subsidiary may not consolidate
or merge with or into or wind up into (whether or not the Issuer or the 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 Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required
for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 
 (1) (A) any sale, exchange or transfer
(by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the 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; 

  
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 (B) the release or discharge of the guarantee by the 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 the 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) the 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 the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) 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 Subsidiary. 

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any
amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the 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. 

  
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 (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Indenture. The 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 the 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. 

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

					
	 GALILEO INTERNATIONAL TECHNOLOGY, LLC,
 as Guarantor

			
		 	By	 	 /s/ Rochelle J. Boas

		 		 	Name: Rochelle J. Boas
		 		 	Title:   Senior Vice President and Secretary


 Signature Page – Fifth Supplemental Indenture (Subordinated Notes due 2016) 







 
					
	 COMPUTERSHARE TRUST COMPANY, N.A. ,
 as Trustee

			
		 	By	 	 /s/ Tina Vitale

		 		 	Authorized Signatory


 Signature Page – Fifth Supplemental Indenture (Subordinated Notes due 2016)