Exhibit 10.2



OMNIBUS AMENDMENT

Dated
as of

August 31,
2006

Among

SABRE INC.,
as Lessee,

SABRE HOLDINGS CORPORATION,
as Lessee Guarantor,

CSL LEASING INC.,
as Lessor,

JPMORGAN CHASE BANK, N.A.as Lessor Parent,

THE INSTITUTIONAL INVESTORS PARTY HERETO,
as Purchasers,

ASSURED GUARANTY RE LTD.,
as RVI Provider,

and

WILMINGTON TRUST COMPANY,
as Indenture Trustee



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OMNIBUS AMENDMENT

THIS OMNIBUS AMENDMENT(this"Amendment") is dated as of August 31, 2006, and is by
and amongSABRE INC., a Delaware corporation, as Lessee, (the"Lessee"); SABRE HOLDINGS CORPORATION, a Delaware
corporation, as Lessee Guarantor, (the"Lessee Guarantor"); CSL LEASING INC., a Delaware corporation, as Lessor (the"Lessor"); JPMORGAN CHASE BANK, N.A., a national banking association (f/k/a JPMorgan Chase Bank, a New York banking corporation), as Lessor Parent (the "Lessor Parent"); the Institutional Investors signatory hereto, as Purchasers (each, a"Purchaser", and
together with any other holder of a Note, the"Purchasers");ASSURED GUARANTY RE LTD. (formerly
ACE Capital Re International Ltd.), as RVI Provider (the"RVI Provider"); andWILMINGTON TRUST
COMPANY, a Delaware banking corporation, as Indenture Trustee (the"Indenture Trustee").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Participation Agreement dated as of June 15, 2003 (as amended, modified, restated or supplemented
from time to time, the"Participation Agreement"), among the Lessee, the Lessee Guarantor, the Lessor, the Purchasers and the Indenture Trustee, the
Purchasers and the Lessor have financed the acquisition of the Property subject to the terms of the Master Lease and the Lease Supplement;

WHEREAS, the Lessee and the Lessor are parties to that certain Master Lease and Deed of Trust dated as of June 15, 2003 (the "Master Lease");

WHEREAS, the Lessee and the Lessor desire to amend the Master Lease in certain respects and to make certain conforming amendments to the
Participation Agreement and the Indenture;

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

Section 1.Definitions. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings specified
in Appendix A to the Participation Agreement; and the rules of interpretation set forth in Appendix A to the Participation Agreement shall apply to this Amendment.

Section 2. Amendment to Master Lease.The parties hereto hereby mutually agree to amend the Master Lease by deleting
Section 18.1 in its entirety and inserting in lieu thereof the following:



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Section 3.Addition of Schedule 18.1(d). The parties hereto hereby mutually agree to amend the Master Lease by adding
thereto Schedule 18.1(d) attached hereto asExhibit A.

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Section 4. Amendment to Participation Agreement.The parties hereto hereby mutually agree to amend the Participation Agreement by
deleting Section 4.3(c) in its entirety and inserting in lieu thereof the following:



Section 5. Amendment to Indenture.The parties hereto hereby mutually agree to amend the Indenture by deleting
Section 6.4(b) in its entirety and inserting in lieu thereof the following:



Section 6.Instructions to Indenture Trustee.Notwithstanding any other provision of the Participation Agreement, the Master Lease
or any other Operative Document to the contrary, by executing this Amendment, the Participants hereby authorize and instruct the Indenture Trustee to act in accordance with the terms hereof, and to
execute on behalf of the Participants any amendments reasonably necessary or desirable in order to conform the provisions of the Operative Documents to the terms of this Amendment, and the Indenture
Trustee hereby agrees to act in such manner.

Section 7.RVI Provider Consent.The RVI Provider hereby consents to this Amendment.

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Section 8.Representations and Warranties of the Lessee.To induce the Lessor, Purchasers and Indenture Trustee to execute and
deliver this Amendment, the Lessee represents and warrants (which representations and warranties shall survive the execution and delivery of this Amendment) to each of the Lessor, Purchasers and
Indenture Trustee that:



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Section 9.Representations and Warranties of the Lessor.The Lessor represents and warrants (which representations and warranties
shall survive the execution and delivery of this Amendment) to each of the Lessee, Purchasers and Indenture Trustee that:



Section 10. Conditions to Effectiveness of the Amendment.Upon satisfaction of each and every one of the following conditions, this
Amendment shall become effective as of August 31, 2006 (such date, the"Effective Date"):



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Section 11.Continuing Effectiveness; Ratification of Guaranties and Indemnity Agreement.As herein amended, the Master Lease, the
Participation Agreement, the Indenture and each of the other Operative Documents (including, without limitation, the Guaranty and the Indemnity Agreement) shall remain in full force and effect and
each of the agreements, guarantees and obligations contained therein (as amended hereby) is hereby ratified and confirmed in all respects. After the Effective Date, all references to each of the
Master Lease, the Participation Agreement, the Indenture, the Guaranty, the Indemnity Agreement or the other Operative Documents respectively, shall refer to the Master Lease, the Participation
Agreement, the Indenture, the Guaranty and the Indemnity Agreement as amended hereby.

Section 12.References to the Master Lease, Participation Agreement and Indenture After the Effective Date. Any and all notices,
requests, certificates and other instruments executed and delivered after the Effective Date may refer to the Master Lease, the Participation Agreement, the Indenture and the Operative Agreements
without making specific reference to this Amendment, but nevertheless all references to the Master Lease, the Participation Agreement and the Indenture shall be a reference to such document as amended
hereby.

Section 13.Headings.The descriptive headings of the various Sections or parts of this Amendment are for convenience only and
shall not affect the meaning or construction of any of the provisions hereof.

Section 14.Counterparts.This Amendment may be executed in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.

Section 15.Governing Law.THIS AMENDMENT AND THE OTHER OPERATIVE DOCUMENTS (EXCEPT AS OTHERWISE PROVIDED
IN ANY OPERATIVE DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING
ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AMENDMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER
JURISDICTION).

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

| |  | SABRE INC., as Lessee                                                 
| |  | ----------------------------------------------------------------------
| |  | By                                                                    
| |  |                                                                       
| |  |                                                                       
| |  | SABRE HOLDINGS CORPORATION, as Lessee Guarantor                       
| |  | By                                                                    
| |  |                                                                       
| |  |                                                                       
| |  | CSL LEASING INC., as Lessor                                           
| |  | By                                                                    
| |  |                                                                       
| |  |                                                                       
| |  | JPMORGAN CHASE BANK, N.A.(f/k/a JPMorgan Chase Bank), as Lessor Parent
| |  | By                                                                    
| |  |                                                                       
| |  |                                                                       

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| |  | ASSURED GUARANTY RE LTD.(formerly ACE Capital Re International Ltd.), as RVI Provider
| |  | -------------------------------------------------------------------------------------
| |  | By                                                                                   
| |  |                                                                                      
| |  |                                                                                      

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| |  | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Purchaser
| |  | ---------------------------------------------------------
| |  | By                                                       
| |  |                                                          
| |  |                                                          

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| |  | BAYSTATE INVESTMENTS, LLC, as Purchaser
| |  | ---------------------------------------
| |  | BY:                                    
| |  | BY:                                    
| |  | By                                     
| |  |                                        
| |  |                                        

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| |  | RGA REINSURANCE COMPANY, as Purchaser
| |  | -------------------------------------
| |  | BY:                                  
| |  | BY:                                  
| |  | By                                   
| |  |                                      
| |  |                                      

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| |  | JOHN HANCOCK LIFE INSURANCE COMPANY, as Purchaser
| |  | -------------------------------------------------
| |  | By                                               
| |  |                                                  
| |  |                                                  

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| |  | JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY, as Purchaser
| |  | ----------------------------------------------------------
| |  | By                                                        
| |  |                                                           
| |  |                                                           

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| |  | MANULIFE INSURANCE COMPANY(formerly known as Investors Partner Life Insurance Company), as Purchaser
| |  | ----------------------------------------------------------------------------------------------------
| |  | By                                                                                                  
| |  |                                                                                                     
| |  |                                                                                                     

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| |  | SIGNATURE 6 LIMITED, as Purchaser
| |  | ---------------------------------
| |  | BY:                              
| |  | By                               
| |  |                                  
| |  |                                  

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| |  | SIGNATURE 7 L.P.(as successor to Goldman Sachs International), as Purchaser
| |  | ---------------------------------------------------------------------------
| |  | BY:                                                                        
| |  | By                                                                         
| |  |                                                                            

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| |  | METLIFE INSURANCE COMPANY OF CONNECTICUT(f/k/a The Travelers Insurance Company), as Purchaser
| |  | ---------------------------------------------------------------------------------------------
| |  | By                                                                                           
| |  |                                                                                              

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| |  | METLIFE LIFE AND ANNUITY COMPANY OF CONNECTICUT(f/k/a The Travelers Life and Annuity Company), as Purchaser
| |  | -----------------------------------------------------------------------------------------------------------
| |  | By                                                                                                         
| |  |                                                                                                            
| |  |                                                                                                            

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| |  | PRIMERICA LIFE INSURANCE COMPANY, as Purchaser
| |  | ----------------------------------------------
| |  |                                               
| |  | By                                            
| |  |                                               
| |  |                                               

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| |  | THE CANADA LIFE ASSURANCE COMPANY, as Purchaser                                                                 
| |  | ----------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                              
| |  |                                                                                                                 
| |  |                                                                                                                 
| |  | By                                                                                                              
| |  |                                                                                                                 
| |  |                                                                                                                 
| |  | GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, as Purchaser                                                       
| |  | By                                                                                                              
| |  |                                                                                                                 
| |  |                                                                                                                 
| |  | By                                                                                                              
| |  |                                                                                                                 
| |  |                                                                                                                 
| |  | FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY(f/k/a Canada Life Insurance Company of New York), as Purchaser
| |  | By                                                                                                              
| |  |                                                                                                                 
| |  |                                                                                                                 
| |  | By                                                                                                              
| |  |                                                                                                                 
| |  |                                                                                                                 

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| |  | SWISS RE LIFE & HEALTH AMERICA INC., as Purchaser
| |  | -------------------------------------------------
| |  | BY:                                              
| |  | By                                               
| |  |                                                  
| |  |                                                  

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| |  | BENEFICIAL LIFE INSURANCE COMPANY, as Purchaser
| |  | -----------------------------------------------
| |  | By                                             
| |  |                                                
| |  |                                                

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| |  | WILMINGTON TRUST COMPANY, as Indenture Trustee
| |  | ----------------------------------------------
| |  | By                                            
| |  |                                               
| |  |                                               

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EXHIBIT A    SCHEDULE 18.1(d)

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[Exhibit A
consists of a graphical depiction of the
Solana and Sabre Campus that was not able to be converted to EDGAR]

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