Exhibit 10.2

AMENDMENT
NO. 2

THIS
AMENDMENT NO. 2, dated as of July 22, 2005 (this "Amendment"), of that certain Credit Agreement referenced below is by and
among SABRE HOLDINGS CORPORATION, a Delaware corporation ("Holdings"), SABRE INC., a Delaware corporation
("Sabre"), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings provided in the Credit Agreement.

W
I T N E S S E T H

WHEREAS,
a $300 million revolving credit facility has been established in favor of Sabre pursuant to the terms of that certain Credit Agreement, dated as of June 15, 2004
(as amended, restated, extended, supplemented or otherwise modified, the "Credit Agreement"), among Sabre, the Lenders party thereto and BANK OF
AMERICA, N.A., as Administrative Agent;

WHEREAS,
Sabre has requested that the Lenders permit it to assign all of its rights and obligations as the "Borrower" under the terms of the Credit Agreement to Holdings and release it
as a "Borrower" in connection therewith;

WHEREAS,
Holdings has requested that the Lenders permit it to assume all of the rights and obligations of the "Borrower" under the terms of the Credit Agreement; and

WHEREAS,
the Lenders have agreed to the requested assignment from Sabre to Holdings of all of the rights and obligations as "Borrower" under the Credit Agreement on the terms and
conditions set forth herein;

NOW,
THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Assignment and Assumption.



2.Amendments to the Credit Agreement. The Credit Agreement is hereby amended in the following respects:

2.1   In
Section 1.01 of the Credit Agreement, the following defined terms are amended and restated, or added, to read as follows:



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2.2Limitations on Indebtedness. Section 7.01 is amended and restated in its entirety to read as follows:



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2.3Limitations on Dividends; Etc. Section 7.08 is amended and restated in its entirety to read as follows:



2.4Amendment and Restatement of Schedule 5.04. Schedule 5.04 (Legal Proceedings) to the Credit Agreement is
amended and restated in its entirety to read as set forth onSchedules 5.04attached hereto.

2.5Schedule 7.01. The Credit Agreement is amended to include a new Schedule 7.01 (Existing Indebtedness of
Subsidiaries of Parent), which shall read as set forth onSchedule 7.01attached hereto.

2.6Amendment of Schedule 10.02. Schedule 10.02 (Notice Addresses) to the Credit Agreement is amended to
include Holdings' notice information as set forth onSchedule 10.02attached hereto and to remove Sabre's notice information.

3.Conditions Precedent. This Amendment shall be effective immediately upon receipt by the Administrative Agent of all of the
following, each in form and substance satisfactory to the Administrative Agent and the Lenders:



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For
purposes of determining compliance with the conditions specified in thisSection 3, each Lender that has signed this Amendment
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to
a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.

4.Effectiveness of Amendment. As of the date hereof, all references to the Credit Agreement in each of the Credit Documents
shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall
remain in full force and effect according to its terms.

5.Representations and Warranties; Defaults. Each of Holdings and Sabre affirm the following:



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6.Full Force and Effect. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other
Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.

7.Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.

8.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed
counterpart of this Amendment by facsimile shall be effective as such party's original executed counterpart and shall constitute a representation that such party's original executed counterpart will
be delivered.

9.Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state.

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

|ASSIGNOR BORROWER:    | SABRE INC.,
a Delaware corporation                                     |  | 
|--------------------- | ---------------------------------------------------------------------- |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|ASSIGNEE BORROWER:    | SABRE HOLDINGS CORPORATION,
a Delaware corporation                     |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A.,
as Administrative Agent                         |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|LENDERS:              | BANK OF AMERICA, N.A.,
as L/C Issuer, Swingline Lender and as a Lender |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|                      | CITIBANK, N.A.,
as a Lender                                            |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|                      | SUMITOMO MITSUI BANKING CORPORATION,
as a Lender                       |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|                      | UFJ BANK LIMITED,
as a Lender                                          |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|                      |                                                                        |  | 

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| | JPMORGAN CHASE BANK, N.A.
as a Lender                        |  | 
| | ------------------------------------------------------------ |  | 
| | By:                                                          |  | 
| | Name:
Title:                                                 |  | 
| | AMEGY BANK NATIONAL ASSOCIATION,
as a Lender                 |  | 
| | By:                                                          |  | 
| | Name:
Title:                                                 |  | 
| | THE BANK OF NEW YORK,
as a Lender                            |  | 
| | By:                                                          |  | 
| | Name:
Title:                                                 |  | 
| | BANCA NAZIONALE DEL LAVORO SPA, NEW YORK BRANCH,
as a Lender |  | 
| | By:                                                          |  | 
| | Name:
Title:                                                 |  | 
| | COMERICA BANK,
as a Lender                                   |  | 
| | By:                                                          |  | 
| | Name:
Title:                                                 |  | 
| | COLLEGE STREET INVESTORS,
as a Lender                        |  | 
| | By:                                                          |  | 
| | Name:
Title:                                                 |  | 

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Schedule 5.04

LEGAL PROCEEDINGS

The
litigation matters described below involve issues or claims that may be of particular interest to the Company's stockholders, regardless of whether any of these matters may be
material to the financial position or operations of the Company based upon the standard set forth in the SEC's rules.

1.     We
are party to two lawsuits (which as described below have now been consolidated in federal court in Fort Worth, Texas) against Northwest Airlines, Inc.
("Northwest") related to Northwest's August 24, 2004 announcement and implementation on September 1, 2004 of a fare supplement for travel
reservation bookings made through a GDS (including theSabreGDS) by traditional travel agencies and some online travel sites (such as Travelocity). We
notified Northwest that it was in breach of the parties' Participating Carrier Distribution and Services Agreement ("PCA"), as amended by the DCA
3-Year Option Agreement. We also took commercial steps, which we believed were reasonable under the DCA 3-Year Option Agreement and PCA, in order to enforce both agreements.

The
Company sued Northwest on August 24, 2004 in Sabre Inc. v. Northwest Airlines, Inc., Civil Action 4-04-CV-612-Y
in the Fort Worth Division of the United States District Court for the Northern District of Texas (hereinafter the "Fort Worth Action"). We allege that
Northwest breached the PCA, as amended by the DCA 3-Year Option Agreement. Among other things, the DCA 3-Year Option Agreement requires that Northwest provide us with fares and
other content for theSabreGDS that Northwest makes available through other channels of ticket distribution. We believe that Northwest breached the DCA
3-Year Option Agreement by imposing a charge on tickets booked on theSabreGDS but not on other channels of ticket distribution. We seek
monetary damages, attorneys fees, and to compel Northwest to adhere to the terms of their agreements.

On
August 25, 2004, Northwest sued Sabre Holdings Corporation, Sabre Inc. and Sabre Travel International Ltd. in a separate action styled Northwest Airlines
Corporation v. Sabre Inc. et al., Cause No. 04-CV-03889 in Minneapolis federal court (hereinafter the "Minneapolis
Action"). The Minneapolis Action related to the same factual events described above. In its complaint filed on August 25, 2004, Northwest asserted that we breached our
PCA with Northwest by our commercial actions in response to Northwest's August 24, 2004 breach of the PCA. On September 27, 2004, Northwest filed an amended complaint in the same cause
number adding allegations that we had violated Section 2 of the Sherman Act, claiming that we had monopoly power, and also asserting claims against us for alleged interference with prospective
contractual relations, deceptive trade practices, fraud, false advertising under the federal Lanham Act, and for a declaratory judgment that Sabre, and not Northwest, is in breach of the PCA.
Northwest alleges that it has suffered unspecified damages. Northwest seeks treble damages under the antitrust laws, attorneys fees, to have the court declare that we breached the parties' agreement
and violated federal and state statutes, and to enjoin us from certain conduct.

On
November 9, 2004, the Court in the Fort Worth Action rejected Northwest's motion to transfer that case to the federal court in Minneapolis, following which Northwest agreed to
have the Minneapolis Action transferred to Fort Worth. The two cases have now been consolidated before the Court in Fort Worth. On January 13, 2005, the Company filed a motion with the Court to
dismiss Northwest's antitrust claims and its claims under various Minnesota state statutes and tort law theories. That motion has now been fully briefed and is ripe for decision by the Court. In
addition, both parties are pursuing the discovery process in the litigation.

We
are unable to estimate the amount of the loss, if any, that might arise from this litigation.

2.     Lastminute
Network Limited, a wholly owned subsidiary of lastminute.com, has been made aware by Worldspan Services Limited L.P.
("Worldspan") of potential claims arising out of the relationship between lastminute and Worldspan for the provision of global distribution services.
The claims relate to alleged excess message fees, being additional search charges incurred while using the Worldspan GDS, segment shortfall fees (or fees which arise as a failure to meet a specified
number or level of bookings), and certain other fees. lastminute disputes this potential liability and is in discussions with Worldspan to resolve these potential claims.

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Schedule 7.01

EXISTING INDEBTEDNESS OF SUBSIDIARIES OF PARENT

SUBSIDIARY DEBT

|Recorded Obligations                                            |  | Balance
|--------------------------------------------------------------- |  | -------
|Obligations under a Capital Lease                               |  | $      
|Abacus Note Payable                                             |  | $      
|Recourse Obligaitons via Joint Ventures & other Related Parties |  |        
|Zuji Loan Guarantee                                             |  | $      
|Lastminute.com Debt Assumed                                     |  |        
|Capital Leases                                                  |  | $      

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Schedule 10.02

NOTICE ADDRESSES

If to the Borrower:

Sabre Holdings Corporation
3150 Sabre Drive
Southlake, TX 76092-2103
Tel: 682-605-
Fax: 682-605-7711

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