Exhibit 10.1

AMENDMENT
NO. 1

THIS
AMENDMENT NO. 1, dated as of July 22, 2005 (this "Amendment"), of that certain Credit Agreement referenced below is by and
among SABRE INC., a Delaware corporation (the "Borrower"), 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 the Borrower 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 the Borrower, the Lenders party thereto and
BANK OF AMERICA, N.A., as Administrative Agent;

WHEREAS,
the Borrower has requested certain modifications to the terms of the Credit Agreement; and

WHEREAS,
the Lenders have agreed to the requested modifications 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.Amendments to the Credit Agreement. The Credit Agreement is hereby amended in the following respects:

1.1Defined Terms. The following defined terms are added to Section 1.01 or, if already defined therein, amended and
restated in their entirety to read as follows:



1.2Increase in Revolving Commitments Available Under Accordion. In the lead-in to Section 2.01(d), the
references to "ONE HUNDRED MILLION DOLLARS ($100,000,000)" and "FOUR HUNDRED MILLION DOLLARS ($400,000,000)" are amended to refer instead to "TWO HUNDRED MILLION DOLLARS ($200,000,000)" and "FIVE
HUNDRED MILLION DOLLARS ($500,000,000)", respectively.

1.3Use of Proceeds Representation and Warranty. Section 5.07 is amended and restated in its entirety to read as
follows:



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1.4Use of Proceeds Affirmative Covenant. Section 6.11 is amended and restated in its entirety to read as follows:



1.5Financial Covenants. The Consolidated Leverage Ratio in Section 7.05(a) is amended and restated in its entirety to
read as follows:



Fiscal Quarters Ending

Maximum Consolidated
Leverage RatioAmendment No. 1 Effectiveness Date through March 30, 2006

3.75 to 1.0June 30, 2006 through September 30, 2006

3.50 to 1.0December 31, 2006 through March 31, 2007

3.25 to 1.0June 30, 2007 and thereafter

3.00 to 1.0


1.6Limitations on Dividends, Stock Repurchases and Redemptions. Section 7.08 is amended and restated in its entirety
to read as follows:



1.7Replacement of Lenders. Section 10.13 is amended and restated in its entirety to read as follows:



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2.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 2, 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.

3.Effectiveness of Amendment. On and after the Amendment No. 1 Effectiveness Date, 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.

4.Representations and Warranties; Defaults. The Borrower affirms the following:



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.

[SIGNATURES
ON FOLLOWING PAGES]

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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.

|BORROWER:             | SABRE INC.                                                             |  | 
|--------------------- | ---------------------------------------------------------------------- |  | 
|                      | 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:                                                           |  | 
|                      | JPMORGAN CHASE BANK, N.A.
as a Lender                                  |  | 
|                      | By:                                                                    |  | 
|                      | Name:
Title:                                                           |  | 
|                      |                                                                        |  | 

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| | 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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